May 24, 1995
Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Rule 24(F)(2) Notice for "AMERICAN GAS INDEX FUND, INC."
Reg. No. 33-25678
Gentlemen:
The following is duly submitted pursuant to Rule 24(F)(2)
of the Investment Company Act of 1940 as amended (1978):
1. For fiscal year ending March 31, 1995.
2. There were no registered shares under the Securities
Act of 1933 remaining unsold at the beginning of
said fiscal year.
3. No shares were registered during the fiscal year
other than pursuant to the Investment Company Act of
1940 as amended.
4. The aggregate number of shares sold during the
fiscal year was 3,676,255.
5. The aggregate number of shares sold during the
fiscal year in reliance on the relevant section of
the Act was 3,676,255.
NOTE: Proceeds from the sale of Fund shares in the fiscal
year ending March 31, 1995 totalled $40,152,519.
Disbursements due to the redemption of Fund shares
in the fiscal year ending March 31, 1995 were
$67,680,680. As the redemtions exceeded sales of
Fund shares, no registration fee is due.
Sincerely,
Timothy N. Coakley
Controller
May 9, 1995
American Gas Index Fund, Inc.
4922 Fairmont Avenue
Bethesda, Maryland 20814
Re: American Gas Index Fund, Inc.
Registration No. 33-25678
Rule 24f-2 Notice
Gentlemen:
This opinion is furnished in connection with Rule 24f-2
under the Investment Company Act of 1940, as amended (the
"1940 Act"). We understand that, pursuant to Rule 24f-2, the
American Gas Index Fund, Inc. (the "Fund"), has registered an
indefinite number of shares of Common Stock, $.001 par value
per share, of the Fund (the "Shares") under the Securities Act
of 1933, as amended, and the 1940 Act. We further understand
that, pursuant to the provisions of Rule 24f-2, the Fund is
filing with the Securities and Exchange Commission the Notice
attached hereto making definite the registration of the Shares
sold in reliance upon Rule 24f-2 during the fiscal year ended
March 31, 1995.
In connection with rendering this opinion, we have
reviewed certain documents with respect to the Fund, including
the Fund's Articles of Incorporation, Bylaws, minutes provided
to us by the Fund, certain agreements provided to us by the
Fund, and such other documents as we have deemed necessary and
appropriate. We have assumed that all such documents are in
full force and effect and have not been rescinded or modified.
We have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents
submitted to us as certified or photostatic copies. We have
assumed, without independent investigation or verification,
the accuracy of all facts set forth in certificates executed
by public officials and authorized representatives of the Fund
and the accuracy of all facts set forth in oral or written
statements made to us.
We have assumed the validity of all corporate actions
represented to us as having been taken. We have also assumed
substantial compliance by the Fund and its representatives
with all applicable legal requirements to the extent necessary
to validate the actions taken or intended to be taken in
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American Gas Index Fund, Inc.
May 9, 1995
Page 2
connection with the authorization, issuance, classification,
designation, and other corporate actions with respect to the
Shares described below. This opinion is issued as of the date
hereof and is necessarily limited by laws now in effect and
facts and circumstances presently brought to our attention and
is subject to any change in law or facts reported or occurring
subsequent to the date hereof.
Based upon and subject to the foregoing, we are of the
opinion that the Shares, which are the subject of the Notice
filed with the Securities and Exchange Commission today, were
legally issued, fully paid, and nonassessable.
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American Gas Index Fund, Inc.
May 9, 1995
Page 3
We consent to the filing of this opinion with the Notice.
This opinion is solely for the benefit of the addressee and
only for the purpose of filing with the Notice and may not be
relied upon for any other purpose or by any other person,
firm, or entity whatsoever.
Very truly yours,
JORDEN BURT & BERENSON
<PAGE>
American Gas Index Fund, Inc.
May 9, 1995
Page 2
We consent to the filing of this opinion with the
Notice. This opinion is solely for the benefit of the
addressee and only for the purpose of filing with the Notice
and may not be relied upon for any other purpose or by any
other person, firm, or entity whatsoever.
Very truly yours,
JORDEN BURT & BERENSON
APPROVED BY:
