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RULE 24f-2 NOTICE
TAX-FREE INVESTMENTS CO.
Reg. No. 2-58286 Dated: May 25, 1995
The fiscal year for which this Notice is being filed ended March 31, 1995.
The issuer has previously registered its shares pursuant to Section
270.24e-2.
There were 20,812,350 shares of the issuer registered during such fiscal
year pursuant to Section 270.24e-2. There were no shares of the issuer sold
during such fiscal year pursuant to Section 270.24e-2, and there were
271,471,701 shares of the issuer which had been registered under the Securities
Act of 1933 pursuant to Section 270.24e-2 which remained unsold at the beginning
of such fiscal year.
There were 5,371,017,949 shares of the issuer sold during such fiscal year.
There were 5,371,017,949 shares sold during such fiscal year in reliance upon
registration pursuant to Section 270.24f-2. The aggregate sale price of all
shares was $5,371,017,949. There were 5,389,314,049 shares repurchased or
redeemed during such fiscal year. The aggregate redemption price of these
shares was $5,389,314,049.
Calculation of the required fee is as follows (pursuant to Section 6(b) of
the Securities Act of 1933):
<TABLE>
<CAPTION>
<S> <C>
$5,371,017,949.00 Aggregate sale price of shares sold during fiscal year
$5,389,314,049.00 Aggregate redemption price of shares repurchased
or redeemed during fiscal year
$ -0- Aggregate offering price of shares sold pursuant
to definite registration
$ (18,296,100.00) Divided by 2,900
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$ -0- Total fee due with this Notice
</TABLE>
No redeemed or repurchased shares have been previously applied by the
issuer pursuant to Section 270.24e-2(a) in filings made pursuant to Section
270.24e-1 of the Investment Company Act for such period.
This Rule 24f-2 Notice is accompanied by the required opinion of counsel
furnished by Ballard Spahr Andrews & Ingersoll, legal counsel to the issuer.
/s/ Dana R. Sutton
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Dana R. Sutton
Assistant Treasurer
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[On Letterhead of Ballard Spahr Andrews & Ingersoll]
May 23, 1995
Tax-Free Investments Co.
11 Greenway Plaza, Suite 1919
Houston, TX 77046
Re: Rule 24f-2 Notice for Tax-Free
Investments Co. (Securities
Act File No. 2-58286)
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Gentlemen:
We have acted as counsel to Tax-Free Investments Co. (the "Fund"), a
corporation organized under the laws of the State of Maryland and registered
with the Securities and Exchange Commission under the Investment Company Act of
1940 as an open-end series management investment company.
We have been informed that a registration statement on Form N-1A, as
amended ("Registration Statement") relating to an indefinite number of shares of
common stock of the Fund, par value $.001 per share (the "Shares") has been
filed with the Securities and Exchange Commission under the Securities Act of
1933 (Securities Act File No. 2-58286).
We further understand that, pursuant to the provisions of Rule 24f-2, the
Fund is filing with the Securities and Exchange Commission a notice (the
"Notice") making definite the registration of such Shares sold in reliance on
Rule 24f-2 for the fiscal year ended March 31, 1995. Specifically, we have been
informed by the Fund that a total of 5,371,017,949 Shares (representing
interests in the series portfolio existing during such fiscal year) were issued
from time to time during such fiscal year under Prospectuses which were included
as part of the Registration Statement. The Fund has requested our opinion in
connection with the filing of such Notice, for inclusion in such filing.
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In connection with our giving this opinion, we have examined a copy of the
Charter of the Fund, and originals or copies, certified or otherwise identified
to our satisfaction, of such other documents, corporate records and other
instruments as we have deemed necessary or advisable for purposes of this
opinion. As to various questions of fact material to our opinion, we have
relied upon information provided by officers of the Fund.
Based on the foregoing, we are of the opinion that the 5,371,017,949 Shares
issued by the Fund during its fiscal year ended March 31, 1995 were, when issued
for payment as described in the Fund's Prospectuses referred to above, legally
issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
