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:
Tax-Exempt California Money Market Fund
222 S. Riverside Plaza, Chicago Illinois 60606
2. Name of each series or class of funds for which this notice is
filed: N/A
3. Investment Company Act File Number: 811-5076
Securities Act File Number: 33-12938
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
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:
132,834,585
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 373,603,834
Aggregate Sale Price: $373,603,834
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 360,011,952
Aggregate Sale Price: $360,011,952
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):
$360,011,952
(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):
- -$360,011,952
(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: November 26, 1996
* Please print the name and title of the signing officer below the
signature.
November 21, 1996
Tax-Exempt California Money Market Fund
222 S. Riverside Plaza
Chicago, Illinois 60606
Re: Rule 24f-2 for Tax-Exempt California Money Market Fund (the "Fund")
File No. 33-12938
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 September 30, 1996.
Reference is also made to the 360,011,952 shares (the "Shares") specified in
said Notice as having been sold in reliance upon registration pursuant to Rule
24f-2.
Assuming that the Fund's Agreement and Declaration of Trust dated
February 25, 1987 and the By-Laws of the Fund adopted May 12, 1987 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
May 12, 1987 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 an opinion dated March 25,
1987 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.
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,
/s/VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
JAA/cy
