Rule 24f-2 Notice for First Investors U.S. Government Plus Fund ("Fund")
95 Wall Street, New York, New York 10005
1933 Act No. 2-94932; 1940 Act No. 811-4181
NOTICE IS HEREBY GIVEN that the Fund having previously filed in its
registration statement a declaration that an indefinite number of its
shares (the "Shares") were being registered pursuant to Rule 24f-2 (the
"Rule") of the Investment Company Act of 1940, now elects to continue such
indefinite registration and provides the following information:
(i) the fiscal year for which this notice is filed is: 1994
(ii) the number of Shares which had been registered other than
pursuant to the Rule, but which remained unsold at the beginning of the
above fiscal year were as follows: None
(iii) the number of Shares registered other than pursuant to the Rule
during the above fiscal year were as follows: None
(iv) the number of Shares sold during the above fiscal year were as
follows: 1,883.643
(v) the number of Shares sold during the above fiscal year in
reliance upon registration pursuant to the Rule were as follows*: 1,883.643
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned Registrant has caused this Notice to be signed on its
behalf this 21st day of February, 1995
FIRST INVESTORS U.S. GOVERNMENT
PLUS FUND
By: /s/ C. Durso
Concetta Durso, Vice President
* The calculation of the aggregate sales price is made pursuant to the
Rule as follows:
<TABLE>
<CAPTION>
Value of Value of Shares
Shares Sold Redeemed Net Filing Fee
<C> <C> <C> <C>
$24,107.04 $602.636.89 $(578,529.85) $-0-
</TABLE>
<PAGE>
KIRKPATRICK & LOCKHART
South Lobby - 9th Floor
1800 M Street, N.W.
Washington, D.C. 20036-5891
February 21, 1995
First Investors U.S. Government Plus Fund
95 Wall Street, 23rd Floor
New York, New York 10005
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
First Investors U.S. Government Plus Fund (the "Trust"), is a business
trust organized under the laws of the Commonwealth of Massachusetts. We
understand that the Trust is about to file a Rule 24f-2 Notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended, for the
purpose of making definite the number of shares which it has registered
under the Securities Act of 1933, as amended, and which it sold during its
fiscal year ended December 31, 1994.
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of its Declaration of Trust and by-laws,
as now in effect, and certain other certificates of officers of the Trust
relating to its organization and operation, and we generally are familiar
with its business affairs. You have advised us that, during its fiscal
year ended December 31, 1994, the Trust sold 1,883.643 shares of beneficial
interest ("Shares") at an aggregate sales price of $24,107.04 and redeemed
Shares at an aggregate redemption price of $602,636.89. Based on the
foregoing, it is our opinion that:
1. The Trust is authorized to issue an unlimited number of Shares,
including those Shares now issued and outstanding.
2. The 1,883.643 Shares sold during the Trust's fiscal year end
December 31, 1994, the registration of which will be made definite by the
filing of a Rule 24f-2 Notice, were legally issued, fully paid and
nonassessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under
certain circumstances, be held personally liable for the obligations of the
Trust. The Declaration of Trust states that the trustees of the Trust
shall have no power to bind any shareholder personally or to call upon him
for the payment of any sum other than such as the shareholder may agree to
pay by way of subscription for Trust shares, and every document entered
into on behalf of the Trust must include a recitation limiting the
obligation represented thereby to the Trust and its assets. The
Declaration of Trust further provides that any shareholder subject to any
personal liability solely by reason of his having been a shareholder is
entitled to be held harmless from and indemnified against all loss and
expense arising from such liability and the Trust shall, upon request by
the shareholder, assume the defense of any such claim made against that
shareholder and satisfy any judgement thereon. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice
which you are about to file with the Securities and Exchange Commission.
We also consent to the reference to our firm in the prospectus filed as
part of the Trust's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART
By /s/ Robert J. Zutz
Robert J. Zutz
