May 26, 1995
PaineWebber/Kidder, Peabody Government
Money Fund, Inc.,
60 Broad Street,
New York, New York 10004
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of
1940 with respect to 1,127,097,804 shares of your common stock, $.01 par value
(the "Shares").
As your counsel, we are familiar with your organization and the validity
of shares of common stock.
We advise you that, in our opinion the Shares were legally and validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the General corporation Law of the
State of Maryland, and we are expressing no opinion as to the effect of the
laws of any other jurisdiction.
We consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the notice referred to above. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
<PAGE>
May 25, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: 1933 Act Filings
Re: Rule 24f-2 Notice for PaineWebber/Kidder, Peabody Government Money
Fund, Inc. Registration Statement No. 2-81760, Filing Fee Account No.
00007149979
Gentlemen:
On July 28, 1994, the registration statement of Kidder, Peabody
Government Money Fund, Inc. was declared effective by the SEC. The
registration statement represented the Fund's election to register 5 billion
shares, and this notice, filed pursuant to Rule 24f-2, is for the fiscal year
ended March 31, 1995.
The following information is furnished:
(a) Shares registered under Securities Act of 1933 other than pursuant to
Section 24(f):
NONE
(b) Total number of shares sold
during the fiscal year ended
March 31, 1995 1,127,097,804 $1,127,097,804
(c) Less shares redeemed during
the fiscal year ended
March 31, 1995 1,232,605,834 1,232,605,834
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NET REDEMPTIONS (b)-(c) (105,508,030) ($105,508,030)
<PAGE>
Securities and Exchange Commission
May 25, 1995
Page 2
The undersigned, Assistant Treasurer of PaineWebber/Kidder, Peabody
Government Money Fund, Inc., as a Maryland Corporation (the "Fund"), does
hereby certify as follows:
1. During the fiscal year ended March 31, 1995, the Fund issued 1,127,097,804
shares of its Common Stock, $.01 par value, that are registered pursuant
to Rule 24F-2 under the Investment Company Act of 1940.
2. In respect to the issuance of such 1,127,097,804 shares, the Fund received
cash consideration of $1,127,097,804.
3. With respect to each share issued, the Fund received cash consideration
not less than the net asset value per share on the date issued and not
less than $.01.
4. During the fiscal year ended March 31, 1995, at no time did the Fund issue
more shares than were authorized by the Fund's charter.
In Witness whereof, I have signed my name as Assistant Treasurer of the Fund:
/s/ Ann Moran
--------------------
Ann Moran
Assistant Treasurer
Date: May 25, 1995
PS:ev
<PAGE>
1933 Act Filings
CALCULATION OF FEE
No fee due. The required opinion of counsel is enclosed.
Please acknowledge receipt of this letter and its enclosures by stamping and
returning to us the enclosed postal card.
Sincerely,
/s/ Ann Moran
Ann Moran
Assistant Treasurer
Enclosures
PS:ev
<PAGE>
The SEC is in receipt of the PaineWebber/Kidder, Peabody Government Money
Fund, Inc., 24f-2 Filing for its fiscal year ended March 31, 1995.
- ----------------------
Signature of Recipient
