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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.
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1. Name and address of issuer:
TAX-FREE INVESTMENTS CO.
11 GREENWAY PLAZA, SUITE 1919
HOUSTON, TEXAS 77046
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2. Name of each series or class of funds for which this notice is filed:
CASH RESERVE PORTFOLIO - INSTITUTIONAL CASH RESERVE SHARES
CASH RESERVE PORTFOLIO - PRIVATE INVESTMENT CLASS
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3. Investment Company Act File Number: 811-2731
Securities Act File Number: 2-58286
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4. Last day of fiscal year for which this notice is filed: MARCH 31, 1996
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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 24f-2(a)(1), if applicable (see Instruction
A.6):
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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:
292,284,051 $292,284,051
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8. Number and amount of securities registered during the fiscal year other than pursuant to rule 24f-2:
18,586,100 $18,586,100
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9. Number and aggregate sale price of securities sold during the fiscal year:
5,271,255,484 $5,271,255,484
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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:
5,266,515,939 $5,266,515,939
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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 B.7):
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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 (from Item 10): $5,266,515,939
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plan (from Item 11, if applicable): +
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(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -5,266,515,939
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
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(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
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(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
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 0
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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).
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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/ DANA R. SUTTON
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Dana R. Sutton, Vice President and Assistant Treasurer
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Date May 28, 1996
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* Please print the name and title of the signing officer below the signature.
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EXHIBIT: OPINION OF COUNSEL TO FOLLOW
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[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
May 20, 1996
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)
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, 1996. Specifically, we have
been informed by the Fund that a total of 5,266,515,939 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 in reliance on Rule 24f-2. The
Fund has requested our opinion in connection with the filing of such Notice,
for inclusion in such filing.
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Tax-Free Investments Co.
May 20, 1996
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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
5,266,515,939 Shares issued by the Fund in reliance on Rule 24f-2 during its
fiscal year ended March 31, 1996 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
