Rule 24f-2 Notice for First Investors Single Payment and Periodic Payment
Plans for Investment in First Investors Government Fund, Inc. ("Registrant")
95 Wall Street, New York, New York 10005
1933 Act No. 33-3732; 1940 Act No. 811-4609
NOTICE IS HEREBY GIVEN that the Registrant having previously filed in
its registration statement a declaration that an indefinite number of its
securities (the "Securities") 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 amount of Securities 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 amount of Securities registered other than pursuant to the
Rule during the above fiscal year were as follows: None
(iv) the amount of Securities sold during the above fiscal year were
as follows: $265,360
(v) the amount of Securities sold during the above fiscal year in
reliance upon registration pursuant to the Rule were as follows*: $265,360
Pursuant to the requirements of the Investment Company Act of 1940, the
undersigned has caused this Notice to be signed on behalf of the Registrant
this 21st day of February, 1995
FIRST INVESTORS CORPORATION
By: /s/ Joseph I. Benedek
Joseph I. Benedek, Treasurer
* The calculation of the aggregate face amount is made pursuant to the Rule
as follows:
<TABLE>
<CAPTION>
Value of Value of
Securities Sold Securities Redeemed Net Filing Fee
<C> <C> <C> <C>
$265,360 $23,741,412 $(23,476,052) $-0-
</TABLE>
<PAGE>
Law Offices of ROBERT J. GROSSO
95 Wall Street 10 Woodbridge Center Drive
23rd Floor 3rd Floor
New York, NY 10005 Woodbridge, NJ 07095
(212) 858-8121 (908) 855-2500
Telecopier (212) 858-8119 All Replies to New York Office
Member of the Bar
In New York and New Jersey
February 21, 1995
First Investors Corporation
95 Wall Street
New York, NY 10005
Re: First Investors Single Payment and
Periodic Payment Plans for Investment in
First Investors Government Fund, Inc.
Gentlemen:
You have informed me that, in accordance with Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"), First Investors
Corporation ("FIC") as sponsor-depositor of Single Payment and Periodic
Payment Plans for Investment in First Investors Government Fund, Inc. (the
"Plans"), intends to file a Rule 24f-2 Notice with the United States
Securities and Exchange Commission (the "SEC"), setting forth, among other
things, that during the period beginning January 1, 1994 and ending December
31, 1994, the Plans' most recently ended fiscal year, the Plans, having
elected to register an indefinite amount of face value of Plans, sold
$265,360 in face amount of Plans under Rule 24f-2 and making definite the
amount of Plans registered under the Securities Act of 1933 (the "1933 Act")
and pursuant to such Rule for such period. You have also informed me that
all the Plans were issued in accordance with the provisions relating thereto
in the registration statement filed by FIC as sponsor-depositor of the Plans
under the 1933 Act.
I have reviewed the Certificate of Incorporation of FIC, its By-laws and
registration statements it has filed with the SEC on behalf of and relating
to the Plans under the 1940 Act and the 1933 Act and such minutes of the
corporate proceedings and other documents as I deem material to my opinion.
Based on the foregoing, I am of the opinion that all of the $265,360 in
face amount of Plans described in the Rule 24f-2 Notice as having been sold
under such Rule during the period beginning January 1, 1994 and ending
December 31, 1994, the end of the Plans' most recently ended fiscal year,
were fully-paid, non-assessable and legally issued Plans sponsored by FIC for
investment in shares of First Investors Government Fund, Inc.
This opinion letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord of the ABA Section of Business Law
(1991). The law covered by the opinions expressed herein is limited to the
Federal law of the United States and the law of the State of New York.
I hereby consent to the filing of this opinion with the SEC as an
exhibit or accompaniment to the aforementioned Rule 24f-2 Notice and as an
exhibit to the Plans' Post-Effective Amendment to the Registration Statement
filed on its behalf by FIC under the 1933 Act. I also consent to the filing
of this opinion with the securities regulatory agencies of any states or
other jurisdiction in which the Plans are offered for sale.
Very truly yours,
/s/Robert J. Grosso
Robert J. Grosso
