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:
America's Utility Fund, Inc.
Riverfront Plaza
901 East Byrd Street
Richmond, VA 23219
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number:
811-6549
Securities Act File Number:
33-45437
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:
None
8. Number and amount of securities registered during the fiscal year other than
to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
631,957 Shares $15,469,548
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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:
631,957 Shares $15,469,548
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):
215,954 Shares $5,280,490
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): $ 15,469,548
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 5,280,490
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 40,438,611
(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
(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): 0
(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 Percent
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: 0
Instructions: Issuers should complete lines (ii), (iii), (iv), and (v) only if
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 of filing fees to the Commission's
lockbox depository:
N/A
<PAGE>
SIGNATURE
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By (Signature and Title)*
/s/ TERRY L. PERKINS
Terry L. Perkins, Treasurer
Date February 20, 1997
*Please print the name and title of the signing officer below the signature.
<PAGE>
February 26, 1997
America's Utility Fund, Inc.
901 East Byrd Street
Richmond, Virginia 23219
Re: Sales During the Fiscal Year Ended December 31, 1996
of Shares of Common Stock, Par Value $0.001 Per Share,
of America's Utility Fund, Inc.
Ladies and Gentlemen:
As special Maryland counsel for America's Utility Fund, Inc., a Maryland
corporation (the "Fund"), we have been requested to render this opinion in
connection with the sale and issuance, respectively, pursuant to the provisions
of Rule 24f-2 (the "Rule") under the Investment Company Act of 1940, as amended,
of 631,957 shares and 215,954 shares, respectively, of Fund common stock, $0.001
par value per share (collectively, the "Shares"), which occurred during the
Fund's fiscal year ending December 31, 1996.
The Shares were registered pursuant to a Registration Statement
on Form N-1A (Registration No. 33-45437), as amended (the "Registration
Statement"), filed by the Company under the Securities Act of 1933, as
amended (the "Securities Act"). In issuing this opinion, we have
assumed that the Shares were issued and paid for as described in
the Registration Statement.
We have examined copies, certified to our satisfaction to be
complete and accurate, of the Articles of Incorporation of the Fund,
dated January 27, 1992 and accepted and approved for record by the
Maryland State Department of Assessments and Taxation ("SDAT") on
January 28, 1992; the Bylaws of the Company, as amended to date and
currently in effect; extracts from the minutes of the Board of Directors'
meeting held on February 13, 1992, authorizing the issuance and sale
of an indefinite number of shares of common stock of the Fund; a Certificate
of Good Standing for the Company dated February 26, 1997 issued by the
SDAT; portions of the Registration Statement relating to the issuance and
sale of the common stock of the Fund; and a final draft of a notice
(the "Notice") to the Securities and Exchange Commission making definite the
registration of the Shares pursuant to the Rule, which relates to the Fund's
registration of an indefinite
<PAGE>
America's Utility Fund, Inc.
February 26, 1997
Page 2
number of shares of common stock of the Fund pursuant to the Securities Act; and
such other certificates, receipts, records and documents relating to the Fund,
the authorization of the Stock, and the filing of the Registration Statement as
we considered necessary for purposes of rendering this opinion.
In conducting our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as certified or
reproduced copies. As to matters of fact which have not been independently
established, we have relied upon representations of officers of the Fund. We
have not independently verified any factual matters or reviewed any documents
other than the documents referred to above, and accordingly, we do not express
any opinion as to matters that might have been disclosed by independent
verification or review.
We are attorneys admitted to practice in the State of Maryland.
We express no opinion concerning the laws of any jurisdiction other than
the laws of the State of Maryland.
Based upon the foregoing, we are of the opinion that:
1. The Fund is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Maryland.
2. The Shares are validly issued, fully paid and non-assessable
shares of common stock of the Fund.
We consent to this opinion accompanying the Notice.
Very truly yours,
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
