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 Tax-Free
Investors, Inc.
4922 Fairmont Avenue
Bethesda, Maryland 20814
2. Name of each series or class of funds for which this
notice is filed:
Tax-Free Money Market Portfolio
Virginia Tax-Free Portfolio
Maryland Tax-Free Portfolio
3. Investment Company Act File Number: 811-3720
Securities Act File Number: 2-83299
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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
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9. Number and aggregate sale price of securities sold during
the fiscal year:
Shares Sold: 37,855,328
Aggregate Sale Price: $54,341,993
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Shares Sold: 37,855,328
Aggregate Sale Price: $54,341,993
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:
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<CAPTION>
<S> <C>
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on rule $ 54,341,993
24f-2 (from Item 10):
(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): - 54,890,457
(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): $ (548,464)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ -0-
</TABLE>
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 below 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
Timothy N. Coakley, Vice President &
Controller
Date 2/27/96
*Please print the name and title of the signing officer below
the signature.
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JORDEN BURT BERENSON & JOHNSON LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, DC 2007-0805
(202) 965-8100
February 26, 1996
Fund for Tax-Free Investors, Inc.
4922 Fairmont Avenue
Bethesda, Maryland 20814
Re: Fund for Tax-Free Investors, Inc.
Registration No. 2-83299
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 (the
"1940 Act"). We understand that, pursuant to Rule 24f-2, Fund
for Tax-Free Investors, Inc. (the "Fund"), has registered an
indefinite number of shares of Common Stock, $.001 par value
per share (the "Shares"), under the Securities Act of 1933, as
amended, and the 1940 Act. 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, 1995.
In connection with rendering this opinion, we have
reviewed certain documents with respect to the Fund, including
the Fund's Articles of Incorporation, Bylaws, minutes provided
to us by the Fund, certain agreements provided to us by the
Fund, 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.
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Fund for Tax-Free Investors, Inc.
February 26, 1996
Page 2
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
duly authorized, 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
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