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21
APPENDIX 1.
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:
PaineWebber/Kidder, Peabody Cash Reserve Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number: 811-2928
Securities Act File Number: 2-64685
4. Last day of fiscal year for which this notice is filed:
2-20-96
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
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
$1,857,893,926 representing 1,857,893,926 shares of beneficial interest.
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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:
$1,857,893,926 representing 1,857,893,926 shares of beneficial interest.
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):
$30,823,853 representing 30,823,853 shares of beneficial interest.
12. Calculation of registration fee:
<TABLE>
<CAPTION>
<C> <S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in reliance on
rule 24f-2 (from Item 10): $1,857,893,926
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(ii) Aggregate price of shares issued in connection with dividend reinvestment
plans (from Item 11, if applicable): + 30,823,853
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if
applicable): -1,888,717,779
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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 [div] 2900
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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.
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:
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) Paul Schubert
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Asst. Treasurer
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Date 4/12/96
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Please print the name and title of the signing officer below the signature.
STATEMENT OF DIFFERENCES
The division symbol shall be expressed as [div]
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[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
April 12, 1996
PaineWebber/Kidder, Peabody Cash Reserve Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your company (the 'Fund'). This letter is in response
to your request for our opinion in connection with the filing by you of a 'Rule
24f-2 Notice' pursuant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended. In such notice you have reported the sale during the
period ended February 20, 1996 of an aggregate of 1,857,893,926 of your shares
(the 'Shares').
We have acted as counsel to the Fund since its organization and in connection
with the filing by the Fund of a registration statement, and amendments thereto,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. In so acting, we have examined a copy of the Fund's charter documents,
the Rule 24f-2 Notice, the original or reproduced or certified copies of all
such records of the Fund, agreements, certificates of officers and
representatives of the Fund and others, and such other documents, papers,
statutes and authorities as we deemed necessary to form a basis for the opinion
hereinafter expressed. As to matters of fact relevant to such opinion, we have
relied upon the Rule 24f-2 Notice and statements and certificates of officers
and representatives of the Fund and others. We have assumed the genuineness of
all signatures and the conformity to the original documents of the copies of
documents supplied to us as originals or reproduced copies.
Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice referred to
above. In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
STROOCK & STROOCK & LAVAN
