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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24f-2
ANNUAL NOTICE OF SECURITIES GOLD
PURSUANT TO RULE 24f.2
READ INSTRUCTIONS AS AND OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer:
Atlas Assets. Inc.
1901 Harrison Street
Oakland, CA 04612
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2. Name of each series or class of funds for which this notice is filed:
See attached list.
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3. Investment Company Act File Number:
811-5485
Securities Act File Number: 33-20318
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4. Last day of fiscal year for which this notice is filed:
12/31/95
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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:
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6. Date of termination of issuer's declaration under rule 241-2(a)(f), if
applicable (see instruction A.8):
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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
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
1,850,711 shares of capital stock
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9. Number and aggregate sale price of securities sold during the fiscal year:
95,544,000 shares, $166,279,106 (aggregate sales price)
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2.
93,693 shares, $146,698,584
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction 8.7):
5,930,000 shares, $35,419,166 (sales price)
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 +146,698,584
(from Item 10) -------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, +35,419,166
if applicable): -------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -179,466,264
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing +-0-
-------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 2,651,466
line (i) plus line (ii), less line (iii), plus -------------
line (iv), (if applicable):
(vi) Multiplier prescribed by Section 8(b) of the
Securities Act of 1933 or other applicable law or x.00034483
regulation (see instruction 0.8): -------------
(vii) Fee due (line (i) or line (v) multiplied by 914.31
line (vi)): -------------
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.
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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)
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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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 (Signature and Title)* /s/ Steven Gray
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Vice President and Chief
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Date Legal Counsel
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*Please print the name and title of the signing officer below the signature.
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ATLAS ASSETS, INC.
ATTACHMENT TO FORM 24F-2
ITEM 2.
Atlas Assets, Inc. is sold under the name Atlas Funds and consists of the
following series:
Atlas National Municipal Money Fund
Atlas California Municipal Money Fund
Atlas National Municipal Bond Fund
Atlas California Municipal Bond Fund
Atlas U.S. Government and Mortgage Securities Fund
Atlas Growth and Income Fund
Atlas U.S. Treasury Money Fund
Atlas U.S. Government Intermediate Fund
(formerly Atlas U.S. Treasury Intermediate Fund)
Atlas National Insured Intermediate Municipal fund
Atlas California Insured Intermediate Municipal Fund
Atlas Balanced Fund
Atlas Strategic Growth Fund
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PAUL, HASTINGS, JANOFSKY & WALKER
555 South Flower Street
Los Angeles, California 90071
Atlas Assets, Inc.
1901 Harrison Street
Oakland, California 94612
Re: Rule 24f-2 Notice for Fiscal Year
Ended December 31, 1995
SEC File No. 811-5485
Ladies and Gentlemen:
You have requested that we render an opinion to Atlas Assets, Inc.
(the "Fund") as to the matters described in Rule 24f-2(b)(1) under the
Investment Company Act of 1940 (the "Act"), which opinion you are required to
file with the Securities and Exchange Commission (the "Commission") together
with a Rule 24f-2 Notice for the fiscal year ended December 31, 1995 (the
"Notice").
With respect to factual matters in this opinion, we have relied upon
the accuracy of the representations made to us by the Treasurer and Secretary of
the Fund in certificates executed by them and have not independently verified
the accuracy of such factual information. We have also examined originals or
copies, certified or otherwise identified to our satisfaction as being true
copies, of those corporate records of the Fund, certificates of public
officials, and other documents and matters as we have deemed necessary for the
purpose of this opinion. We have assumed without independent investigation or
verification the authenticity of the documents submitted to us as originals and
the conformity to the original documents of all documents submitted to us as
copies.
Upon the basis of the foregoing and in reliance thereon, and in
reliance upon such other matters as we deem relevant under the circumstances, it
is our opinion that the shares of common stock of the Fund issued during the
Fund's fiscal year ended December 31, 1995, the registration of which shares the
Notice makes definite in number, are legally issued, fully paid and
nonassessable.
We have not verified, are not passing upon and do not assume any
responsibility for the accuracy or completeness of the statements contained in
the Notice, or
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for the propriety of the filing of the Notice with the Commission. Our opinion
is limited to the Act and the laws of the State of Maryland, and we express no
opinion as to the applicability or effect of the laws of any other jurisdiction.
This letter is furnished to you pursuant to your request and to the
requirements imposed upon you by Rule 24f-2(b)(1) under the Act and is intended
solely for your benefit for the purpose of completing the filing of the Notice
with the Commission. This letter may not be used for any other purpose or
furnished to or relied upon by any other persons, or including in any filing
made with any other regulatory authority, without our prior written consent.
Very truly yours,
s/PAUL, HASTINGS, JANOFSKY & WALKER
