MIMLIC CASH FUND INC
485BPOS, 1999-02-01
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<PAGE>

                                          File Numbers 33-12047 and 811-5027

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                          
                                          
                                     Form N-1A
                                          
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  X
                                                                    -----

                         Pre-Effective Amendment Number ___
   
                         Post-Effective Amendment Number 13
    
                                       and/or


         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  X
                                                                        -----
   
                                Amendment Number 13
    

                               MIMLIC CASH FUND, INC.
                 (Exact Name of Registrant as Specified in Charter)


                400 ROBERT STREET NORTH, ST. PAUL, MINNESOTA  55101
                      (Address of Principal Executive Offices)
         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (651) 665-3826


        ERIC J. BENTLEY, 400 ROBERT STREET NORTH, ST. PAUL, MINNESOTA 55101
                     (Name and Address of Agent for Service)  


                                      Copy to:
                             Michael J. Radmer, Esquire
                                Dorsey & Whitney LLP
                               220 South Sixth Street
                         Minneapolis, Minnesota  55402-1498
   
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)(1)
     ---
          on (date) pursuant to paragraph (a)(1)
     ---
          75 days after filing pursuant to paragraph (a)(2)
     ---
          on (date) pursuant to paragraph (a)(2) of Rule 485.
     ---
    
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
          this post-effective amendment designates a new effective date    
     ---  for a previously filed post-effective amendment.

<PAGE>

   
Part A and Part B to the Registration Statement on Form N-1A for MIMLIC Cash
Fund, Inc. are incorporated herein by reference, in their entirety, from Post-
Effective Amendment Number 12 filed December 3, 1998.
    


<PAGE>

                              PART C.  OTHER INFORMATION

ITEM 23.  EXHIBITS

     The exhibits to this Registration Statement are listed in the Exhibit Index
hereto and are incorporated herein by reference.

ITEM 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

Wholly-owned subsidiary of Minnesota Mutual Companies, Inc.:

     Securian Holding Company (Delaware)

Wholly-owned subsidiary of Securian Holding Company:

     Securian Financial Group, Inc. (Delaware)

Wholly-owned subsidiary of Securian Financial Group, Inc.

     Minnesota Life Insurance Company

Wholly-owned subsidiaries of Minnesota Life Insurance Company:

     Advantus Capital Management, Inc.
     HomePlus Insurance Company
     Northstar Life Insurance Company (New York)
     The Ministers Life Insurance Company
     Robert Street Energy, Inc.
     Capitol City Property Management, Inc.
     DataPlan Securities, Inc. (Ohio)
     MIMLIC Imperial Corporation
     MIMLIC Funding, Inc.
     MCM Funding 1997-1, Inc.
     MCM Funding 1998-1, Inc.
     Personal Finance Company (Delaware)
     MIMLIC Venture Corporation
     HomePlus Insurance Agency, Inc.
     Ministers Life Resources, Inc.
     Enterprise Holding Corporation
     Wedgewood Valley Golf, Inc.

Open-end registered investment company offering shares solely to separate
accounts of Minnesota Life Insurance Company:

     Advantus Series Fund, Inc.

Wholly-owned subsidiary of Advantus Capital Management, Inc.:

     Ascend Financial Services, Inc.

Wholly-owned subsidiaries of Ascend Financial Services, Inc.:

     MIMLIC Insurance Agency of Massachusetts, Inc. (Massachusetts)
     MIMLIC Insurance Agency of Texas, Inc. (Texas)
     Ascend Insurance Agency of Nevada, Inc. (Nevada)
     Ascend Insurance Agency of Oklahoma, Inc. (Oklahoma)

<PAGE>

Wholly-owned subsidiaries of Enterprise Holding Corporation:

     Financial Ink Corporation
     Oakleaf Service Corporation
     Concepts in Marketing Research Corporation
     Concepts in Marketing Services Corporation
     Lafayette Litho, Inc.

Wholly-owned subsidiary of HomePlus Insurance Agency, Inc.:

     HomePlus Insurance Agency of Texas, Inc. (Texas)

Majority-owned subsidiaries of MIMLIC Imperial Corporation:

     J. H. Shoemaker Advisory Corporation (Tennessee)
     Consolidated Capital Advisors, Inc. (Tennessee)

Majority-owned subsidiary of Ascend Financial Services, Inc.:

     MIMLIC Insurance Agency of Ohio, Inc. (Ohio)

Majority-owned subsidiaries of Minnesota Life Insurance Company:

     MIMLIC Life Insurance Company (Arizona)
     Advantus Enterprise Fund, Inc.
     Advantus International Balanced Fund, Inc.
     Advantus Venture Fund, Inc.

Fifty percent-owned subsidiary of MIMLIC Imperial Corporation:

     C.R.I. Securities, Inc.

Less than majority owned, but greater than 25% owned, subsidiaries of Minnesota
Life Insurance Company:

     Advantus Money Market Fund, Inc.
     MIMLIC Cash Fund, Inc.
     Advantus Cornerstone Fund, Inc.
     Advantus Index 500 Fund, Inc.

Less than 25% owned subsidiaries of Minnesota Life Insurance Company:

     Advantus Horizon Fund, Inc.
     Advantus Spectrum Fund, Inc.
     Advantus Mortgage Securities Fund, Inc.
     Advantus Bond Fund, Inc.

Unless indicated otherwise parenthetically, each of the above corporations is a
Minnesota corporation.

ITEM 25.  INDEMNIFICATION

     The Articles of Incorporation and Bylaws of the Registrant provide that the
Registrant shall indemnify such persons, for such expenses and liabilities, in
such manner, under such circumstances, to the full extent permitted by Section
302A.521, Minnesota Statutes, as now enacted or hereafter amended, provided that
no such indemnification may be made if it would be in violation of Section 17(h)
of the Investment Company Act of 1940, as now 

<PAGE>

enacted or hereafter amended. Section 302A.521 of the Minnesota Statutes, as 
now enacted, provides that a corporation shall indemnify a person made or 
threatened to be made a party to a proceeding against judgments, penalties, 
fines, settlements and reasonable expenses, including attorneys' fees and 
disbursements, incurred by the person in connection with the proceeding, if, 
with respect to the acts or omissions of the person complained of in the 
proceeding, the person has not been indemnified by another organization for 
the same judgments, penalties, fines, settlements and reasonable expenses 
incurred by the person in connection with the proceeding with respect to the 
same acts or omissions; acted in good faith; received no improper personal 
benefit and the Minnesota Statute dealing with directors' conflicts of 
interest, if applicable, has been satisfied; in the case of a criminal 
proceeding, had no reasonable cause to believe the conduct was unlawful and 
reasonably believed that the conduct was in the best interests of the 
corporation or, in certain circumstances, reasonably believed that the 
conduct was not opposed to the best interests of the corporation.  

     Section 17(h) of the Investment Company Act of 1940 provides that neither
the charter, certificate of incorporation, articles of association, indenture of
trust, nor the by-laws of any registered investment company, nor any other
instrument pursuant to which such a company is organized or administered, shall
contain any provisions which protects or purports to protect any director or
officer of such company against any liability to the company or to its security
holders to which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of duties involved in the
conduct of his office.  The staff of the Securities and Exchange Commission has
stated that it is of the view that an indemnification provision does not violate
Section 17(h) if it precludes indemnification for any liability arising by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of duties ("Disabling conduct") and sets forth reasonable and fair
means for determining whether indemnification shall be made.  In the staff's
view, "reasonable and fair means" would include (1) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
person to be indemnified ("indemnitee") was not liable by reason of disabling
conduct or, (2) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the indemnitee was not liable by reason
of disabling conduct, by (a) the vote of a majority of a quorum of directors who
are neither "interested persons" of the company as defined in Section 2(a)(19)
of the Investment Company Act of 1940 nor parties to the proceeding
("disinterested, non-party directors") or (b) an independent legal counsel in a
written opinion.  The dismissal of either a court action or administrative
proceeding against an indemnitee for insufficiency of evidence of any disabling
conduct with which he has been charged would, in the staff's view, provide
reasonable assurance that he was not liable by reason of disabling conduct.  The
staff also believes that a determination by the vote of a majority of a quorum
of disinterested, non-party directors would provide reasonable assurance that
the indemnitee was not liable by reason of disabling conduct.

     Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or 


<PAGE>

proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.

ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

<TABLE>
<CAPTION>
Directors and Officers             Office with
of Investment Adviser              Investment Adviser            Other Business Connections
- ----------------------             ------------------            --------------------------
<S>                                <C>                           <C>
William N. Westhoff                President, Treasurer          Vice President and Director, Robert Street Energy, Inc.;      
                                   and Director                  Senior Vice President and Treasurer, Minnesota Life Insurance 
                                                                 Company; President, MCM Funding 1997-1, Inc.; President,      
                                                                 MCM Funding 1998-1, Inc.                                      


Frederick P. Feuerherm             Vice President,               Vice President, Minnesota Life Insurance Company; Vice        
                                   Assistant Secretary           President and Director, MIMLIC Funding, Inc.; Vice President  
                                   and Director                  and Assistant Secretary, MCM Funding 1997-1, Inc.; Vice       
                                                                 President and Assistant Secretary, MCM Funding 1998-1, Inc.   


Guy M. de Lambert                  Vice President,               Second Vice President, Minnesota Life Insurance Company;      
                                   Secretary and                 President, Secretary and Director, Personal Finance Company;  
                                   Director                      President and Director, Wedgewood Valley Golf, Inc.;          
                                                                 President and Director, MIMLIC Venture Corporation; President 
                                                                 and Director, MIMLIC Funding, Inc.; President, Secretary and  
                                                                 Director, Robert Street Energy, Inc.; Vice President and      
                                                                 Secretary, MCM Funding 1997-1, Inc.; Vice President and       
                                                                 Secretary, MCM Funding 1998-1, Inc.                           


Lynne M. Mills                     Vice President                Second Vice President, Minnesota Life Insurance Company; Vice 
                                                                 President and Director, Robert Street Energy, Inc.; Vice      
                                                                 President, MCM Funding 1997-1, Inc.; Vice                     

<PAGE>

                                                                 President, MCM Funding 1998-1, Inc.

Dianne Orbison                     Vice President                Second Vice President, Minnesota Life Insurance Company; Vice 
                                                                 President and Director, MCM Funding 1997-1, Inc.; Vice       
                                                                 President, MIMLIC Venture Corporation; Vice President and    
                                                                 Director, MCM Funding 1998-1, Inc.                           


Richard W. Worthing                Vice President and            Vice President, MCM Funding 1997-1, Inc.; Vice President,     
                                   Head of Equities              MIMLIC Funding, Inc.; Vice President, MCM Funding 1998-1,     
                                                                 Inc.; Second Vice President, Minnesota Life Insurance Company 
                                                                 

James P. Tatera                    Vice President,               Second Vice President, Minnesota Life Insurance 
                                   Equity Portfolio              Company; Vice President, MIMLIC Funding, Inc.; 
                                   Manager                       Vice President and Assistant Secretary, MCM 
                                                                 Funding 1997-1, Inc.; Vice President and Assistant 
                                                                 Secretary, MCM Funding 1998-1, Inc.
     
Marilyn Froelich                   Vice President                Vice President, MCM Funding 1997-1, Inc.; Vice 
                                                                 President, MCM Funding 1998-1, Inc.; Director,
                                                                 Investment Advisory, Minnesota Life Insurance Company

Loren Haugland                     Vice President                Vice President, MCM Funding 1997-1, Inc.; Vice President, 
                                                                 MCM Funding 1998-1, Inc.; Senior Investment President, 
                                                                 MCM Funding 1998-1, Inc.; Director, Officer, Minnesota Life 
                                                                 Insurance Company

Thomas A. Gunderson                Vice President                Vice President, MCM Funding 1997-1, Inc.; Vice President, 
                                                                 MCM Funding 1998-1, Inc.; Investment Officer, Total Return, 
                                                                 Minnesota Life Insurance Company

Kent R. Weber                      Vice President                Vice President, MCM Funding 1997-1, Inc.; Vice President, 
                                                                 MCM Funding 

<PAGE>
                                                                 1998-1, Inc.; Investment Officer, Total Return, Minnesota Life 
                                                                 Insurance Company

Jeffrey R. Erickson                Vice President                Vice President, MCM Funding 1997-1, Inc.; Vice President, MCM 
                                                                 Funding 1998-1, Inc.; Investment Officer, Total Return, 
                                                                 Minnesota Life Insurance Company

Gary A. Aster                      Vice President                Vice President, MCM Funding 1997-1, Inc.; Vice President, MCM 
                                                                 Funding 1998-1, Inc.; Investment Officer, Equities, Minnesota 
                                                                 Life Insurance Company

Wayne R. Schmidt                   Vice President                Secretary and Treasurer, MIMLIC Funding, Inc.; Assistant 
                                                                 Secretary and  Treasurer, Robert Street Energy, Inc.; Vice 
                                                                 President and Secretary, MIMLIC Imperial Corporation; Vice 
                                                                 President and Assistant Secretary, MCM Funding 1997-1, Inc.; 
                                                                 Vice President and Assistant Secretary, MCM Funding 1998-1, 
                                                                 Insurance Company

Joseph R. Betlej                   Vice President                Vice President, Secretary and Director, Wedgewood Valley Golf, 
                                                                 Inc.; Vice President and Secretary, MIMLIC Venture Corporation; 
                                                                 Vice President, MCM Funding 1997-1, Inc.; Vice President, 
                                                                 MCM Funding 1998-1, Inc.; Senior Investment Officer, Minnesota 
                                                                 Life Insurance Company

Steven Laude                       Vice President                Vice President, MCM Funding 1997-1, Inc.; Vice President, MCM 
                                                                 Funding 1998-1, Inc.; Senior Investment Officer - Fixed Income, 
                                                                 Minnesota Life Insurance Company

<PAGE>

Erica Bergsland                    Vice President                Vice President, MCM Funding 1997-1, Inc.; Vice President, MCM 
                                                                 Funding 1998-1, Inc.; Senior Investment Officer - Mortgage, 
                                                                 Minnesota Life Insurance Company
 
Thomas G. Meyer                    Vice President                Vice President, MCM Funding 1997-1, Inc.; Vice President, 
                                                                 MCM Funding 1998-1, Inc.; Director, Marketing Development,
                                                                 Minnesota Life Insurance Company

Rodney Hare                        Vice President                Director of Institutional Marketing, Minnesota Life Insurance 
                                                                 Company; Vice President, MCM Funding 1997-1, Inc.; Vice 
                                                                 President, MCM Funding 1998-1, Inc.

Gary Kleist                        Financial Vice                Director, Investment Operations, Minnesota Life Insurance 
                                   President                     Company; Vice President, MCM Funding 1997-1, Inc.; Vice 
                                                                 President, MCM Funding, 1998-1, Inc.

Sean O'Connell                     Vice President                Senior Investment Officer - Mortgage, Minnesota Life Insurance 
                                                                 Company; Vice President, MCM Funding 1997-1, Inc.; Vice 
                                                                 President, MCM Funding 1998-1, Inc.

John Leiviska                      Vice President                Senior Investment Officer - Fixed Income, Minnesota Life 
                                                                 Insurance Company; Vice President, MCM Funding 1997-1, Inc.; 
                                                                 Vice President, MCM Funding 1998-1, Inc.

Annette Masterson                  Vice President                Senior Investment Officer - Fixed Income, Minnesota Life 
                                                                 Insurance Company; Vice President, MCM Funding 1997-1, Inc.; 
                                                                 Vice President, MCM Funding 1998-1, Inc.

Mark L. Henneman                   Vice President                Value Portfolio Manager, Minnesota Life Insurance 


<PAGE>
                                                                 Company; Vice President, MCM Funding 1997-1, Inc.; Vice 
                                                                 President, MCM Funding 1998-1, Inc.

Kevin J. Hiniker                   Associate General             Investment Officer - Law and Assistant Secretary, Minnesota 
                                   Counsel                       Life Insurance Company; Assistant Secretary, Robert Street 
                                                                 Energy, Inc.; Assistant Secretary, MCM Funding 1997-1, Inc.; 
                                                                 Assistant Secretary, MCM Funding 1998-1, Inc.
</TABLE>

ITEM 27.  PRINCIPAL UNDERWRITERS

     (a)  Ascend Financial Services, Inc. currently acts as a principal
underwriter for the following investment companies:

     Advantus Horizon Fund, Inc.
     Advantus Spectrum Fund, Inc.
     Advantus Mortgage Securities Fund, Inc.
     Advantus Money Market Fund, Inc.
     Advantus Bond Fund, Inc.
     Advantus Cornerstone Fund, Inc.
     Advantus Enterprise Fund, Inc.
     Advantus International Balanced Fund, Inc.
     Advantus Venture Fund, Inc.
     Advantus Index 500 Fund, Inc.
     MIMLIC Cash Fund, Inc.
     Variable Fund D
     Variable Annuity Account
     Minnesota Life Variable Life Account
     Group Variable Annuity Account
     Minnesota Life Variable Universal Life Account

     (b)  The name and principal business address, positions and offices with
Ascend Financial Services, Inc., and positions and offices with Registrant of
each director and officer of Ascend Financial Services, Inc. is as follows:
<TABLE>
<CAPTION>
                                   Positions and                 Positions and
Name and Principal                 Offices                       Offices
Business Address                   With Underwriter              With Registrant
- ------------------                 ----------------              ---------------
<S>                                <C>                           <C>
Robert E. Hunstad                  Director                      None
Minnesota Life
Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101

George I. Connolly                 President, Chief              None
Ascend Financial Services, Inc.    Executive Officer, Chief
400 Robert Street North            Compliance Officer and
St. Paul, Minnesota 55101          Director


<PAGE>

Margaret Milosevich                Vice President, Chief         Assistant
Ascend Financial Services, Inc.    Operations Officer,           Secretary
400 Robert Street North            Treasurer and Secretary
St. Paul, Minnesota 55101

Dennis E. Prohofsky                Director                      None
Minnesota Life 
Insurance Company
400 Robert Street North
St. Paul, Minnesota 55101

Thomas L. Clark                    Assistant Treasurer           Assistant
Ascend Financial Services, Inc.    and Assistant Secretary       Secretary
400 Robert Street North
St. Paul, Minnesota 55101
</TABLE>


          (c)  Not applicable.

ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS

     The physical possession of the accounts, books and other documents required
to be maintained by Section 3(a) of the Investment Company Act of 1940 and Rules
31a-1 to 31a-3 promulgated thereunder is maintained by Minnesota Life, 400
Robert Street North, St. Paul, Minnesota 55101; except that the physical
possession of certain accounts, books and other documents related to the custody
of the Registrant's securities is maintained by the following custodian:

     Bankers Trust Company
     280 Park Avenue
     New York, New York  10017

ITEM 29.  MANAGEMENT SERVICES

     Not applicable.

ITEM 30.  UNDERTAKINGS

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Not applicable.


<PAGE>

                                     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 Registration Statement 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, thereto duly authorized, in the City of St. Paul 
and the State of Minnesota on the 1st day of February, 1999.
    
                                       MIMLIC CASH FUND, INC.
                                            Registrant


                                       By
                                         -------------------------------------
                                           William N. Westhoff, President


     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.

   
                            President (principal               February 1, 1999
- --------------------------  executive officer) and Director
  William N. Westhoff


                            Director and Treasurer             February 1, 1999
- --------------------------  (principal financial and 
  Frederick P. Feuerherm    accounting officer)


     Ralph D. Ebbott*       Director)
- --------------------------          )
     Ralph D. Ebbott                )    By
                                    )       -----------------------
                                    )         William N. Westhoff
                                    )          Attorney-in-Fact
    Charles E. Arner*       Director)
- --------------------------          )
    Charles E. Arner                )    Dated: February 1, 1999
                                    )
                                    )
    Ellen S. Berscheid*     Director)
- -------------------------           )
    Ellen S. Berscheid              )

- -----------------
    


*Registrant's director executing power of attorney dated October 22, 1998, a
copy of which is filed herewith.


<PAGE>

                                MIMLIC CASH FUND, INC.
                                    EXHIBIT INDEX

Exhibit Number and Description:

(a)  Articles of Incorporation of the Registrant. (1)

(b)  Revised Bylaws of the Registrant. (1)

(c)  Not applicable.

(d)  Investment Advisory Agreement between the Registrant and Advantus Capital
     Management, Inc. (1)

(e)  Distribution Agreement between the Registrant and Ascend Financial
     Services, Inc. (1)

(f)  Not applicable.

(g)  Custodian Agreement between the Registrant and Bankers Trust Company. (1)
   
(h)  Shareholder and Administrative Services Agreement between the Registrant
     and The Minnesota Mutual Life Insurance Company. (2)
    
   
(i)  Opinion and Consent of Dorsey & Whitney LLP. 
    
   
(j)  Consent of KPMG Peat Marwick LLP. (2)
    
(k)  Not applicable.

(l)  Letter of Investment Intent. (1)

(m)  Not applicable.

(n)  Financial Data Schedule.

(o)  Not applicable.

(p)  Power of Attorney to sign Registration Statement executed by Directors of
     Registrant.

- --------------------
(1)  Incorporated by reference to the Registrant's Registration Statement on 
Form N-1A filed January 26, 1996.
   
(2)  Incorporated by reference to the Registrant's Registration Statement on 
Form N-1A filed December 3, 1998.
    

<PAGE>

                                     [LETTERHEAD]


MIMLIC Cash Fund, Inc.
400 Robert Street North
St. Paul, Minnesota 55101

Ladies and Gentlemen:

          We have acted as counsel to MIMLIC Cash Fund, Inc., a Minnesota
corporation (the "Fund"), in connection with a Registration Statement on Form
N-1A (File Nos. 33-12047 and 811-5027) (the "Registration Statement") relating
to the sale by the Fund of an indefinite number of shares of the Fund's common
shares, with a par value of $.01 per share (the "Shares").

          We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below.  In rendering our opinions set forth below, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies.  We have also assumed the legal capacity
for all purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Fund, that
such parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties.  As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Fund and of public officials.  We have also
assumed that the Shares will be issued and sold as described in the Registration
Statement.

          Based on the foregoing, we are of the opinion that upon issuance,
delivery and payment for the Shares as described in the Registration Statement,
the Shares will be validly issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the caption
"Service Providers" in the

<PAGE>

MIMLIC Cash Fund, Inc.
January 29, 1999
Page 2


Prospectus and under the caption "Investment Advisory and Other Services" in the
Statement of Additional Information, each constituting part of the Registration
Statement.

Dated: January 29, 1999

                                   Very truly yours,

                                   /s/ Dorsey & Whitney LLP




KLP

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM N-SAR
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM N-SAR.
</LEGEND>
<RESTATED> 
<CIK> 0000810899
<NAME> MIMLIC CASH FUND, INC.
<MULTIPLIER> 1000
<CURRENCY> US
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-START>                             OCT-01-1997
<PERIOD-END>                               SEP-30-1998
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                            9,193
<INVESTMENTS-AT-VALUE>                           9,193
<RECEIVABLES>                                        2
<ASSETS-OTHER>                                      12
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   9,207
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           47
<TOTAL-LIABILITIES>                                 47
<SENIOR-EQUITY>                                     92
<PAID-IN-CAPITAL-COMMON>                         9,068
<SHARES-COMMON-STOCK>                            9,160
<SHARES-COMMON-PRIOR>                           14,268
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     9,160
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                  846
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       8
<NET-INVESTMENT-INCOME>                            838
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                              838
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          838
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        157,018
<NUMBER-OF-SHARES-REDEEMED>                    162,964
<SHARES-REINVESTED>                                838
<NET-CHANGE-IN-ASSETS>                         (5,108)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     10
<AVERAGE-NET-ASSETS>                            15,092
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   0.06
<PER-SHARE-GAIN-APPREC>                           0.00
<PER-SHARE-DIVIDEND>                              0.06
<PER-SHARE-DISTRIBUTIONS>                         0.00
<RETURNS-OF-CAPITAL>                              0.00
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   0.05
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<PAGE>

                                    POWER OF ATTORNEY
                              TO SIGN REGISTRATION STATEMENT


        The undersigned, Directors of Advantus Horizon Fund, Inc., Advantus 
Spectrum Fund, Inc., Advantus Mortgage Securities Fund, Inc., Advantus Money 
Market Fund, Inc., Advantus Bond Fund, Inc., Advantus Cornerstone Fund, Inc., 
Advantus Enterprise Fund, Inc., Advantus International Balanced Fund, Inc., 
Advantus Venture Fund, Inc., Advantus Index 500 Fund, Inc., Advantus Real 
Estate Securities Fund, Inc., MIMLIC Cash Fund, Inc., and Advantus Series 
Fund, Inc.  (the "Funds"), appoint William N. Westhoff, Eric J. Bentley, 
Donald F. Gruber and Michael J. Radmer, and each of them individually, as 
attorney-in-fact for the purpose of signing in their names and on their 
behalf as Directors of the Funds and filing with the Securities and Exchange 
Commission Registration Statements on Form N-1A, or any amendments thereto, 
for the purpose of registering shares of Common Stock of the Funds for sale 
by the Funds and to register the Funds under the Investment Company Act of 
1940.



Dated:  October 22, 1998                 /s/Charles E. Arner               
                                         -----------------------------------
                                                   Charles E. Arner



                                         /s/Ellen S. Berscheid             
                                         -----------------------------------
                                                  Ellen S. Berscheid



                                         /s/Ralph D. Ebbott             
                                         -----------------------------------
                                                 Ralph D. Ebbott



                                         /s/Frederick P. Feuerherm            
                                         -----------------------------------
                                                 Frederick P. Feuerherm



                                         /s/William N. Westhoff
                                         -----------------------------------
                                                William N. Westhoff


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