U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
The Govett Funds, Inc.
250 Montgomery Street
San Francisco, CA 94104
2. Name of each series or class of funds for which this notice
is filed:
Govett Emerging Markets Fund Govett Smaller Companies Fund
Govett Global Income Fund Govett Pacific Strategy Fund
Govett International Equity Fund Govett Latin America Fund
Govett Developing Markets Bond Fund
3. Investment Company Act File Number: 811-6229
Securities Act File Number: 33-37783
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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), ifapplicable (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:
NONE
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during
the fiscal year:
Number of shares: 33,776,033 Aggregate sale price: $742,969,485
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Number of shares: 33,776,033 Aggregate sale price:$742,969,485
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):
Number of shares: 1,420,195 Aggregate sale price: $35,003,023
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): $ 742,969,485
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 35,003,023
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable): - 460,440,116
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
(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): 317,532,392
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 109,493.92
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.
<PAGE>
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: February 23, 1996
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/Alice L. Schulman
_________________________
Alice L. Schulman, Secretary of the Company
Date: February 26, 1996
*Please print the name and title of the signing officer below
the signature.
February 23, 1996
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
Baltimore, Maryland 21201-3018
410-539-2530
FAX: 410-539-0489
The Govett Funds, Inc.
250 Montgomery Street
San Francisco, CA 94104
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special Maryland counsel to The Govett Funds, Inc. (the
"Fund") in connection with the Company's filing of a Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, for the fiscal year
ended December 31, 1995. In that capacity, the Fund has requested that we render
the opinion of counsel referred to in paragraph (b)(1) of Rule 24f-2 under the
Investment Company Act of 1940 in connection with the Fund's filing of a Rule
24f-2 Notice dated February 26, 1996 pursuant to such Rule 24f-2 for the Fund's
fiscal year ended December 31, 1995 (the "Rule 24f-2 Notice").
In response to the Fund's request, we have examined the Fund's charter, as
amended, in a form represented by the Secretary of the Fund to be complete,
by-laws,a good-standing certificate recently issued by the SDAT,the corporate
action taken by the Fund that provides for the issuance of the shares, a
Certificate of Secretary dated the date hereof, upon which we have relied
without independent verification, and such statutes, regulations, corporate
records, and documents that we deemed necessary or advisable for purposes of the
following opinion. We have also relied on the statements contained in the Fund's
Rule 24f-2 notice regarding the matters set forth therein. In such examination
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity with originals of all
documents submitted to us as copies.
On the basis of the foregoing and of such other legal considerations that
we deemed relevant, and limited in all respects to applicable Maryland law, we
are of the opinion and advise you as follows: 1. The Fund is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Maryland; and 2. The aggregate 33,776,033 shares of the Govett Emerging
Markets Fund, Govett Global Income Fund, Govett International Equity Fund,
Govett Developing Markets Bond Fund,Govett Smaller Companies Fund,Govett Pacific
Strategy Fund, and Govett Latin America Fund portfolios of Common Stock of the
Fund which the Fund reported in the Rule 24f-2 Notice as having been sold during
its fiscal year ended December 31, 1995, and the 1,420,195 shares of such
portfolios of Common Stock which the Fund reported in the Rule 24f-2 Notice as
having been issued pursuant to dividend reinvestment, are legally issued, fully
paid and nonassessable. We are admitted to practice under the laws of the State
of Maryland and we express no opinion as to the laws of any jurisdiction other
than the laws of the State of Maryland. This opinion is being furnished to you
solely for your benefit and may not be relied upon by any other person. We
authorize Goodwin, Procter & Hoar to rely on this opinion as though addressed to
it, and, if necessary or appropriate, consent to the filing of this opinion with
the Securities and Exchange Commission in conection with a notice filed under
Rule 24f-2 under the Investment Company Act of 1940 or any reference hereto in
an opinion of Goodwin Procter & Hoar thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P
Goodwin, Procter & Hoar
Counsellors at Law
Exchange Place
Boston, Massachusetts 02109-2881
February 23, 1996
The Govett Funds, Inc.
250 Montgomery Street, Suite 1200
San Francisco, CA 94104
Re: Govett International Equity Fund
Govett Emerging Markets Fund
Govett Smaller Companies Fund
Govett Pacific Strategy Fund
Govett Latin America Fund
Govett Global Income Fund
Govett Developing Markets Bond Fund
RULE 24F-2 NOTICE FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
Ladies and Gentlemen:
As counsel to The Govett Funds, Inc. (the "Company"), we have been
requested to render an opinion in connection with the filing by the Company of a
Rule 24f-2 Notice on Form 24F-2 with respect to the fiscal year ended December
31, 1995.
Reference is made to Item 9 of Form 24F-2, wherein the Company reports
the number of shares of Common Stock, par value $.00001 per share (the
"Shares"), representing interests in the Govett International Equity Fund,
Govett Emerging Markets Fund, Govett Smaller Companies Fund, Govett Pacific
Strategy Fund, Govett Latin America Fund and Govett Global Income Fund series of
the Company sold during the fiscal year ended December 31, 1995 in reliance upon
registration under the Securities Act of 1933 and pursuant to Rule 24f-2 of the
Investment Company Act of 1940, as amended.
We have examined the Company's charter, as amended, the By-Laws of the
Company, certain resolutions adopted by the Board of Directors of the Company,
the form of the Form 24F-2 to be filed by the Company and such other documents
as we deemed necessary for purposes of this opinion.
We do not hold ourselves out as being experts in, and do not express
any opinions herein under or with regard to, the laws of any other jurisdiction
other than the laws of Massachusetts and the federal laws of the United States
of America, subject to the following sentence. In rendering the following
opinions with respect to matters of Maryland law, we have relied, with your
permission and without any independent investigation or review, on the opinion
letter of Piper & Marbury of even date with respect to matters of Maryland law.
A copy of such opinion letter is attached hereto.
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Based upon the foregoing and assuming that all of such shares were
sold, issued and paid for in accordance with the terms of the Prospectus and
Statement of Additional Information in effect at the time of sale, in our
opinion, the Shares were legally issued, fully paid and non-assessable.
Very truly yours,
/S/ GOODWIN, PROCTER & HOAR
