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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 100
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,
1997
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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:
306,130,606 $306,130,606
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0- -0-
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9. Number and aggregate sale price of securities sold during the fiscal year:
4,951,606,962 $4,951,606,962
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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:
4,951,606,962 $4,951,606,962
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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:
<TABLE>
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $4,951,606,962
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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): - 4,951,606,962
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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): + -0-
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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 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: -0-
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</TABLE>
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).
[ ]
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/ JOHN J. ARTHUR
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John J. Arthur, Senior Vice President and
Treasurer
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Date May 28, 1997
* Please print the name and title of the signing officer below the signature.
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LAW OFFICES BALTIMORE, MD
BALLARD SPAHR ANDREWS & INGERSOLL CAMDEN, NJ
1735 MARKET STREET, 51ST FLOOR DENVER, CO
PHILADELPHIA, PENNSYLVANIA 19103-7599 HARRISBURG, PA
TELEPHONE: 215-665-8500 SALT LAKE CITY, UT
FAX: 215-864-8999 WASHINGTON, DC
[email protected]
May 21, 1997
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, 1997. Specifically, we have
been informed by the Fund that a total of 4,951,606,962 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 Investment Co.
May 21, 1997
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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
4,951,606,962 Shares issued by the Fund in reliance on Rule 24f-2 during its
fiscal year ended March 31, 1997 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
