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, 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:<PAGE>
Shares Sold: 35,341,129
Aggregate Sale Price: $ 52,667,042
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Shares Sold: 35,341,129
Aggregate Sale Price: $ 52,667,042
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): $ 52,667,042
(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): - 59,395,243
(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):
$
(6,728,201)
(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<PAGE>
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
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 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. 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. 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 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.<PAGE>
Fund for Tax-Free Investors, Inc.
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>
