1933 Act File No. 33-10754
1940 Act File No. 811-4933
Form N-1A
Securities and Exchange Commission
Washington, D. C. 20549
Form N-1A
Registration Statement Under the Securities Act of 1933 [ ]
Pre-Effective Amendment No. _________ [ ]
Post-Effective Amendment No. 14 [x]
and/or
Registration Statement Under the Investment Company Act of 1940 [ ]
Amendment No.
(Check appropriate box or boxes.)
COMMONWEALTH CASH RESERVE FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
P. O. Box 1192
Richmond, Virginia 23209-1192
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(Address of Principal Executive Offices) (Zip Code)
1-800-338-3383
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(Registrant's Telephone Number, including Area Code)
(With Copy To):
Barbara L. Fava
Public Financial Management, Inc.
2101 North Front Street, Building #3, Suite 200
Harrisburg, PA 17110
Jeffrey A. Laine
38 Cohasset Lane
Cherry Hill, New Jersey 08003
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(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: Immediately upon effectiveness
It is proposed that this filing will become effective (check appropriate box)
[x] Immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i) of rule 485
[ ] 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
[ ] on (date) pursuant to paragraph (a)(i) of Rule 485
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Amount of Proposed Proposed Amount of
Securities Securities Maximum Maximum Registration
Being Being Offering Aggregate Fee
Registered Registered Price Offering
Per Share Price
- ------------ ---------- --------- ----------- -------------
Commonwealth 28,096,433 $1.00 $28,096,433 None Required
Cash Reserve
Fund, Inc.
Common Stock
par value
(no par)
During its fiscal year ended March 31, 1996, Registrant redeemed a total of
240,720,419 shares. Of these, 212,623,986 shares ($212,623,986) have been
used for reductions pursuant to 24f-2(c) by Registrant during its current
fiscal year (ending March 31, 1997) and 28,096,433 are being used for such
reduction in this post-effective amendment. During its current fiscal year,
Registrant has not filed any other post-effective amendments for the purpose
of registering shares pursuant to paragraph (a) of Rule 24e-2.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Post-effective Amendment
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Post-effective Amendment to its Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized, in the Township of
Cherry Hill, and the State of New Jersey the 28th day of March, 1997.
COMMNWEALTH CASH RESERVE FUND, INC.
(Registrant)
By /s/ Jeffrey A. Laine
Jeffrey A. Laine, President
(Principal Executive Officer)
Pursuant to the following requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ Jeffrey A. Laine Director and President March 28, 1997
Jeffrey A. Laine (Principal Financial Officer)
/s/ Robert J. Fagg, Jr. Director March 28, 1997
Robert J. Fagg, Jr.
/s/ Marty Margolis Director and Vice President March 28, 1997
Marty Margolis
Director March 28, 1997
Giles Dodd
Director March 28, 1997
Robert R. Sedivy
March 28, 1997
Commonwealth Cash Reserve Fund, Inc.
P. O. Box 1192
Richmond, Virginia 23209-1192
Dear Sirs:
We have acted as counsel to Commonwealth Cash Reserve Fund, Inc.
("Fund"), a corporation organized under the laws of the Commonwealth of
Virginia and registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 as an open-end series
management investment company. In connection with the filing of
Post-effective Amendment No. 14, the Fund has requested our opinion
as to the legality of shares of common stock issued by the Fund during
such fiscal year.
In connection with giving our opinion, we have examined and relied
upon the Fund's current Registration Statement on Form N-1A and
and have examined and relied upon originals, or copies certified to
our satisfaction, of such corporate record, documents, certificates
and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion set forth below.
Based on the foregoing, we are of the opinion that the shares of
the Fund being registered in such post-effective amendment were
duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice. In giving such consent, we do not
thereby admit 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.
Yours very truly,
McGUIRE, WOODS, BATTLE & BOOTHE, L.L.P
By: s\Arthur E. Anderson II
