Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Fund for Government Investors
4922 Fairmont Avenue
Bethesda, Maryland 20814
2. Name of each series or class of funds for which this notice is filed:
Fund for Government Investors
3. Investment Company Act File Number: 811-2539
Securities Act File Number: 2-52552
4. Last day of fiscal year for which this notice is filed: December 31,
1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer s fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer s 24f-2 declaration:
6. Date of termination of issuer s declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
Shares Sold: 2,850,897,459
Aggregate Sale Price: $ 2,850,897,459
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:<PAGE>
Shares Sold: 2,850,897,459
Aggregate Sale Price: $ 2,850,897,459
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $ 2,850,897,459
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): +
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year(if applicable): - 2,892,766,936
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)](if applicable):
$ (41,869,477)
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6): 0.0003030303
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer s fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission s lockbox
depository as described in section 3a of the Commission s Rules of
Informal and Other Procedures (17 CFR 202.3a).
Date of mailing or wire transfer of filing fees to the Commission s
lockbox depository:
SIGNATURES
This report has been signed by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*/s/Timothy N. Coakley <PAGE>
Timothy N. Coakley, Vice President
and Controller
Date: 2/27/97
*Please print the name and title of the signing
officer below the signature.<PAGE>
JORDEN BURT BERENSON & JOHNSON LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, D.C. 20007-8100
February 26, 1997
Fund for Government Investors
4922 Fairmont Avenue
Bethesda, Maryland 20814
Re: Fund for Government Investors
Registration No. 2-52552
Form 24F-2
Ladies and Gentlemen:
This opinion is furnished in connection with Rule 24f-2 under the
Investment Company Act of 1940, as amended. We understand that, pursuant
to Rule 24f-2, Fund for Government Investors (the Fund ), has registered
an indefinite number of shares of beneficial interest, no par value per
share (the Shares ), under the Securities Act of 1933, as amended. We
further understand that, pursuant to the provisions of Rule 24f-2, the Fund
is filing with the Securities and Exchange Commission the Form 24F-2
attached hereto making definite the registration of the Shares sold in
reliance upon Rule 24f-2 during the fiscal year ended December 31, 1996.
In connection with rendering this opinion, we have reviewed certain
documents with respect to the Fund, including the Fund s Declaration of
Trust, Bylaws, minutes provided to us by the Fund, certain agreements
provided to us by the Fund, materials related to the Fund s reorganization
involving the acquisition by the Fund of substantially all of the assets of
the Money Market Portfolio, a separate investment portfolio of The Rushmore
Fund, Inc., and the Fund s change of organization and domicile from a
Maryland corporation to a Delaware business trust, and such other documents
as we have deemed necessary or appropriate. We have assumed that all such
documents are in full force and effect and have not been rescinded or
modified. We have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as
certified or photostatic copies. We have assumed, without independent
investigation or verification, the accuracy of all facts set forth in
certificates executed by public officials and authorized representatives of
the Fund and the accuracy of all facts set forth in oral or written
statements made to us.<PAGE>
Fund for Government Investors
February 26, 1997
Page 5
We have assumed the validity of all corporate actions represented to
us as having been taken. We have also assumed substantial compliance by
the Fund and its representatives with all applicable legal requirements to
the extent necessary to validate the actions taken or intended to be taken
in connection with the authorization, issuance, classification,
designation, and other corporate actions with respect to the Shares
described herein. This opinion is issued as of the date hereof and is
necessarily limited by laws now in effect and facts and circumstances
presently brought to our attention and is subject to any change in law or
facts reported or occurring subsequent to the date hereof.
Based upon and subject to the foregoing, we are of the opinion that
the Shares to which the Form 24F-2 relates were legally issued, fully paid,
and nonassessable.
We hereby consent to the filing of this opinion with the Form 24F-2.
This opinion is solely for the benefit of the addressee and only for the
purpose of filing with the Form 24F-2 and may not be relied upon for any
other purpose or by any other person, firm, or entity whatsoever.
Very truly yours,
/s/ JORDEN BURT BERENSON & JOHNSON LLP
JORDEN BURT BERENSON & JOHNSON LLP<PAGE>
