Rule 24f-2 Notice for Oppenheimer Tax-Exempt Cash Reserves
3410 South Galena Street, Denver, CO 80231
(Registration No. 33-23224, File No. 811-5581)
NOTICE IS HEREBY GIVEN that Oppenheimer Tax-Exempt Cash Reserves
having previously filed in its registration statement a declaration that
an indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended December
31, 1993.
(ii) No shares which had been registered other than pursuant to
this Rule remained unsold at the beginning of the above fiscal
year.
(iii) No shares were registered other than pursuant to this Rule
during the above fiscal year.
(iv) The number of shares sold during the above fiscal year was
38,650,212. (1)
(v) 38,650,212 shares were sold during the above fiscal year in
reliance upon registration pursuant to this Rule.
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this notice to be signed on its
behalf this 25th day of February, 1994.
Oppenheimer Tax-Exempt Cash Reserves
By /s/ Robert G. Zack
-------------------------------------
Robert G. Zack, Assistant Secretary
________________
(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940. Based upon an actual
aggregate sales price for which such securities were sold during the
previous fiscal year of $38,650,212, reduced by an actual redemption price
of securities of the issuer redeemed during such previous fiscal year of
$39,842,998, no filing fee is payable. Shares redeemed in excess of
shares sold to be re-registered total 1,192,786.
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MYER, SWANSON & ADAMS, P.C.
Attorney At Law
The Colorado State Bank Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
February 23, 1994
Oppenheimer Tax-Exempt Cash Reserves
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value shares of
Oppenheimer Tax-Exempt Cash Reserves, a business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), as counsel for
the Trust, we have examined such records and documents and have made such
further investigation and examination as we deem necessary for the
purposes of this opinion.
We are advised that during the fiscal year ended December 31, 1993,
38,650,212 shares of beneficial interest in the Trust were sold in
reliance on the registration of an indefinite number of shares pursuant
to Rule 24f-2 of the Investment Company Act of 1940.
It is our opinion that the said shares of beneficial interest sold by the
Trust in reliance on Rule 24f-2 of the Investment Company Act of 1940 are
legally issued and, subject to the matters mentioned in the next
paragraph, fully paid and nonassessable by the Trust.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations
of the Trust. The Declaration of Trust does, however, contain an express
disclaimer of shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of
the trust property of any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides that the
Trust shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any
judgment thereon.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
of MYER, SWANSON & ADAMS, P.C.
