U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Cash Equivalent Fund
222 S. Riverside Plaza, Chicago Illinois 60606
2. Name of each series or class of funds for which this notice is
filed: Money Market Portfolio
3. Investment Company Act File Number: 811-2899
Securities Act File Number: 2-63522
4. Last day of fiscal year for which this notice is filed:
July 31, 1997
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): N/A
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:
3,124,044,577
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
818,698,200
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 5,451,904,510
Aggregate Sale Price: $5,451,904,510
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 5,451,904,510
Aggregate Sale Price: $5,451,904,510
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: 0
Aggregate Sale Price: $0
U.S. Securities and Exchange Commission, Rule 24f-2 Notice p.2
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):
$5,451,904,510
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$0
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- -$7,255,984,171
(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):
$0.00
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x1/33rd of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
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.
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
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/Philip J. Collora, Vice President and
Secretary
-------------------------------------
Philip J. Collora, Vice President and
Secretary
Date: September 25, 1997
* Please print the name and title of the signing officer below the
signature.
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Cash Equivalent Fund
222 S. Riverside Plaza, Chicago Illinois 60606
2. Name of each series or class of funds for which this notice is
filed: Government Securities Portfolio
3. Investment Company Act File Number: 811-2899
Securities Act File Number: 2-63522
4. Last day of fiscal year for which this notice is filed:
July 31, 1997
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): N/A
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:
1,455,104,464
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
190,969,614
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 3,257,005,726
Aggregate Sale Price: $3,257,005,726
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 3,257,005,726
Aggregate Sale Price: $3,257,005,726
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: 0
Aggregate Sale Price: $0
U.S. Securities and Exchange Commission, Rule 24f-2 Notice p.2
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):
$3,257,005,726
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$0
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- -$4,447,096,621
(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):
$0.00
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x1/33rd of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
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.
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
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/Philip J. Collora, Vice President and
Secretary
-------------------------------------
Philip J. Collora, Vice President and
Secretary
Date: September 25, 1997
* Please print the name and title of the signing officer below the
signature.
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Cash Equivalent Fund
222 S. Riverside Plaza, Chicago Illinois 60606
2. Name of each series or class of funds for which this notice is
filed: Tax-Exempt Portfolio
3. Investment Company Act File Number: 811-2899
Securities Act File Number: 2-63522
4. Last day of fiscal year for which this notice is filed:
July 31, 1997
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): N/A
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:
1,056,433,582
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
178,296,824
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 2,255,994,578
Aggregate Sale Price: $2,255,994,578
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 2,255,994,578
Aggregate Sale Price: $2,255,994,578
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: 0
Aggregate Sale Price: $0
U.S. Securities and Exchange Commission, Rule 24f-2 Notice p.2
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):
$2,255,994,578
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$0
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- -$2,742,619,796
(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):
$0.00
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x1/33rd of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
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.
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
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/Philip J. Collora, Vice President and
Secretary
-------------------------------------
Philip J. Collora, Vice President and
Secretary
Date: September 25, 1997
* Please print the name and title of the signing officer below the
signature.
September 26, 1997
Cash Equivalent Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Re: Rule 24f-2 for Cash Equivalent Fund (the "Fund")
File No. 2-63522
Ladies and Gentlemen:
Reference is made to your Registration Statement under the
Securities Act of 1933 and the Investment Company Act of 1940
(the "1940 Act") on Form N-1A and all amendments thereto and the
Rule 24f-2 Notice ("Notice") to be filed by you with the
Securities and Exchange Commission pursuant to Rule 24f-2 under
the 1940 Act for the fiscal year ended July 31, 1997. Reference
is also made to the 10,964,904,814 shares (which includes
5,451,904,510 shares of the Money Market Portfolio, 3,257,005,726
shares of the Government Securities Portfolio and 2,255,994,578
shares of the Tax-Exempt Portfolio) (the "Shares") specified in
said Notice as having been sold in reliance upon registration
pursuant to Rule 24f-2.
Assuming that the Fund's Amended and Restated Agreement and
Declaration of Trust dated September 27, 1985, as amended on
August 1, 1988, and the By-Laws of the Fund adopted October 10,
1985 are presently in full force and effect and have not been
amended in any respect and that the resolutions adopted by the
Board of Trustees of the Fund on October 10, 1985 and July 26,
1988 relating to organizational matters and the issuance of
shares are presently in full force and effect and have not been
amended in any respect, it is our opinion that the Shares, the
registration of which the Notice makes definite in number, were
legally issued, fully paid and nonassessable (although
shareholders of the Fund may be subject to liability under
certain circumstances described in the Statement of Additional
Information in the Registration Statement of the Fund under the
caption "Shareholder Rights"). In rendering this opinion, we
have relied upon opinions dated September 25, 1985 and
September 28, 1988 from Ropes & Gray of Boston, Massachusetts and
upon an Officer's Certificate executed by the Treasurer of the
Fund representing that all Shares of the Fund have been issued at
the net asset value determined in accordance with the Fund's
prospectus.
In addition, we have taken note of the opinion dated May 19,
1997 from Ropes & Gray to the Tax-Exempt New York Money Market
Fund.
Cash Equivalent Fund
September 26, 1997
Page 2
This opinion is solely for the benefit of the Fund, the
Fund's Board of Trustees and the Fund's officers and may not be
relied upon by any other person without our prior written
consent. We consent to the use of this opinion in connection
with the aforementioned Notice to be filed pursuant to Rule 24f-2
under the 1940 Act.
Sincerely,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/dme
