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:
First Investors U.S. Government Plus Fund
95 Wall Street
New York, NY 10005
2. Name of each series or class of funds for which this notice is filed:
1st Fund
2nd Fund
3rd Fund
3. Investment Company Act File Number: 811-4181
Securities Act File Number: 2-94932
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:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 27,925.427
Sale Price: $296,951.02
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 27,925.427
Sale Price: $296,951.02
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): $ 296,951.02
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from item 11, if applicable): + -0-
-------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 584,652.52
-------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): + -0-
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(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): -0-
-------------
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x 1/33 of 1%
-------------
<PAGE>
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ -0-
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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 or 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 /s/ C. Durso
C. Durso, Vice President and
Secretary
Date: February 24, 1997
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Robert J. Zutz
(202) 778-9059
February 24, 1997
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 trust
organized under the laws of the Commonwealth of Massachusetts. We understand
that the Trust is about to file a Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended ("1940 Act"), for the purpose of
making definite the number of shares that it has registered under the Securities
Act of 1933, as amended ("1933 Act"), and that it sold during its fiscal year
ended December 31, 1996.
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 certificates of officers of the Trust relating to it organization
and operation, and we generally are familiar with its business affairs. Based on
the foregoing, it is our opinion that shares of beneficial interest sold by the
Trust during the fiscal year ended December 31, 1996 ("Shares"), the
registration of which will be made definite by the filing of a Rule 24f-2
Notice, were legally issued, fully paid and nonassessable. We express no opinion
as to compliance with the 1933 Act, the 1940 Act or applicable state securities
laws in connection with the sale of Shares.
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 the 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 judgment 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
that 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 LLP
By /s/ Robert J. Zutz
Robert J. Zutz
