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 Single Payment and Periodic
Payment Plans for Investment in First Investors Government Fund, Inc.
95 Wall Street
New York, NY 10005
2. Name of each series or class of funds for which this notice is filed:
Not Applicable
3. Investment Company Act File Number: 811-4609
Securities Act File Number: 33-3732
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-
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the fiscal year:
Sale Price: $117,000
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Sale Price: $117,000
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): $ 117,000
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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): - 16,306,350
--------------
(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): (16,189,350)
--------------
<PAGE>
(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%
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(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 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.
FIRST INVESTORS CORPORATION
By /s/ Joseph I. Benedek
----------------------------
Joseph I. Benedek, Treasurer
Date: February 20, 1997
<PAGE>
First Investors Corporation
95 Wall Street
New York, NY 10005
212-858-8121
February 20, 1997
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, 1996 and ending December 31, 1996, the Plans' most
recently ended fiscal year, the Plans, having elected to register an indefinite
amount of face value of Plans, sold $117,000 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 $117,000 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, 1996 and ending December 31,
1996, 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.
<PAGE>
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
Assistant Counsel
