IMG LIQUID ASSETS FUND INC
24F-2NT, 1996-07-24
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APPENDIX I.                U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

1.       Name and address of issuer:
                  IMG Liquid Assets Fund, Inc.
                  d/b/a IMG Government Assets Fund
                  2203 Grand Avenue
                  Des Moines, Iowa 50312-5338

2.       Name of each series or class of funds for which this notice is filed:
                  N/A


3.       Investment Company Act File Number:
                  811-3490

         Securities Act File Number:
                  2-78054

4.       Last day of fiscal year for which this notice is filed:
                  June 30, 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):

         N/A

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:

         1,141,629,915 shares - $1,141,629,915

10.      Number and aggregate  sale price of securities  sold  during the fiscal
         year in reliance upon registration pursuant to rule 24f-2:

         1,141,629,915 shares - $1,141,629,915

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):

         159,592 shares - $159,592

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):                 $1,141,629,915
                                                                --------------

         (ii)     Aggregate price of shares issued in
                  connection with dividend reinvestment
                  plans (from item 11, if applicable):          +      159,592
                                                                --------------

         (iii)    Aggregate price of shares redeemed or
                  repurchased during he fiscal year
                  (if applicable):                              -1,129,241,627
                                                                --------------

         (iv)     Aggregate price of shares redeemed or
                  repurchase and previously applied as a
                  reduction to filing fees pursuant to
                  rule 24f-2 (if applicable):                   +            0
                                                                --------------

         (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):                                  12,547,880
                                                                --------------

         (vi)     Multiplier prescribed by Section 6(b) of
                  the Securities Act of 1933 or other
                  applicable law or regulation (see
                  instruction C.6):                             x       1/2900
                                                                --------------

         (vii)    Fee due [line (i) or line (v) multiplied
                  by line (vi):                                 $     4,326.86
                                                                ==============

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).

                                                                 [X]

         Date of mailing or wire  transfer  of filing  fees to the  Commission's
         lockbox depository:

         July 15, 1996

                                   SIGNATURES

         This report has been signed below by the following persons on behalf of
         the issuer and in the capacities and on the dates indicated.

         By (Signature and Title)*          \s\  Ruth Prochaska
                                  -----------------------------------
                                         Ruth Prochaska, Secretary

         Date              7/24/96
                -------------------------

  *Please print the name and title of the signing officer below the signature.


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Cline, Williams, Wright, Johnson & Oldfather
1900 First Bank Building
Lincoln, NE 68508-2095
(402) 474-6900
Fax (402) 474-5393


                                  July 23, 1996




IMG Liquid Assets Fund, Inc.
2203 Grand Ave.
Des Moines, IA  50312-5338

         RE:      REGISTRATION OF SECURITIES PURSUANT TO RULE 24F-2

Ladies and Gentlemen:

         Our opinion has been requested in connection  with the  registration of
shares of IMG Liquid Assets Fund,  Inc.,  d/b/a IMG Government  Assets Fund (the
"Fund"),  pursuant to Rule 24f-2 under the  Investment  Company Act of 1940.  We
have  conducted  such legal and factual  inquiries  as we have deemed  necessary
under the circumstances.  Based upon such inquiries, all shares sold by the Fund
during the fiscal year ended June 30, 1996, were legally issued,  fully paid and
nonassessable.

         We consent to the filing of this opinion in connection  with the notice
to be filed with the Securities and Exchange Commission pursuant to Rule 24f-2.

                                                          Very truly yours,



                                                          /s/ JOHN C. MILES
                                                          JOHN C. MILES
                                                          For the Firm



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