August 23, 1995
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for PCS Cash Fund, Inc.
File No. 33-26417
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Lisa King
Attorney
Enclosures
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
RULE 24f-2 NOTICE
FOR
PCS CASH FUND, INC.
(Name of Registrant)
Securities Act of 1933 File No. 33-26417
1211 Avenue of the Americas
New York, NY 10020
(Address of Principal Executive Offices)
Shares of Common Stock (par value $.001 per share)
of PCS Money Market Portfolio and
PCS Government Obligations Money Market Portfolio
(Securities with Respect to which Notice is Filed)
1. The following information is set forth pursuant to the
requirements of Rule 24f-2 (b) (1):
(i) Fiscal year for which notice is filed:
For the fiscal year ended June 30, 1995.
(ii) The number or amount of securities of the same
class or series, if any, which had been
registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 but which
remained unsold at the beginning of such fiscal
year.
None.
(iii) The number or amount of securities, if any,
registered during such fiscal year other than
pursuant to Rule 24f-2.
PCS Money Market Portfolio $ 22,083,454
PCS Government Obligations Money
Market Portfolio $174,033,287
(iv) The number or amount of securities sold during
such fiscal year:*
PCS Money Market Portfolio $1,261,410,987
PCS Government Obligations Money
Market Portfolio $2,017,389,099
(v) The number or amount of securities sold during
such fiscal year in reliance upon registration
pursuant to Rule 24f-2*:
PCS Money Market Portfolio $1,239,327,533
PCS Government Obligaions Money
Market Portfolio $1,843,355,812
2. An opinion of counsel with respect to the validity of the
shares accompanies this notice.
3. Filing Fee with respect to shares specified in 1(v) above:
Filing Fee $-0-
Dated: August 23, 1995
PCS Cash Fund
By: Valerie Lewis
Secretary
*Excludes shares issued upon reinvestment of dividends.
<PAGE>
EXHIBIT A
The actual aggregate sales price for which the Portfolio Shares
were sold and the actual redemption price of the Portfolio Shares
redeemed by the Registrant during the fiscal year ended June 30, 1995,
and the calculation of the registration fee pursuant to Rule 24f-2(c)
of the Investment Company Act of 1940 are set forth below:
<TABLE>
(a) (b) (c) (d)
Aggregate Sales
Price of
Portfolio Securities Aggregate Redemption
Sold in Reliance Price of Portfolio
Name of Gross Portfolio 24e-2 Portfolio Upon Rule 24f-2 Securities Redeemed Fee Will Be Based
Portfolio Securities Sold Securities ((a) minus (b)) During Fiscal Year ((c) minus (d))
<S> <C> <C> <C> <C> <C>
PCS Money
Market
Portfolio $1,261,410,987 $22,083,454 $1,239,327,533 $1,273,055,448 $(33,727,915)
PCS
Government
Obligations 2,017,389,099 174,033,287 1,843,355,812 2,061,500,115 (218,144,303)
</TABLE>
Pursuant to Rule 24f-2(c) of the Investment Company Act of 1940, the
registration fee with respect to the PCS Money Market Portfolio Shares sold
is calculated as follows:
$1,239,327,533 - $1,273,055,448 = ($33,727,915) / 2900 = $-0-
Pursuant to Rule 24f-2(c) of the Investment Company Act of 1940, the
registration fee with respect to the PCS Government Obligations Portfolio
Shares sold is calculated as follows:
$1,843,355,812 - $2,061,500,115 = ($218,144,303) / 2900 = $-0-
<PAGE>
August 23, 1995
PCS Cash Fund, Inc.
103 Bellevue Parkway
Wilmington, DE 19809
Re: Rule 24f-2 Notice for PCS Cash Fund, Inc.
(File Nos. 33-26417 and 811-5748)
Gentlemen:
PCS Cash Fund, Inc. (the "Fund") is a corporation organized under the laws
of the State of Maryland with its principal executive offices in New York,
New York. The Fund is an open-end diversified management investment
company registered with the Securities and Exchange Commission (the
"Commission") under the Investment Company Act of 1940 (the "1940 Act").
This opinion relates to shares of common stock, par value $.001 per share,
sold by the Fund in reliance upon Rule 24f-2 during its fiscal year ended
June 30, 1995, the registration of which is made definite by the filing of
the attached Notice.
We have reviewed all proceedings taken by the Fund in connection with
the offer and sale of the shares of common stock, par value $.001 per
share, which have been offered under a prospectus included as part of the
Fund's Registration Statement on Form N-1A, as amended to the date hereof,
which has been filed with the Commission under the Securities Act of 1933
and the 1940 Act (collectively, the "Registration Statement").
We are of the opinion that such shares of common stock sold pursuant
to the Registration Statement were, when issued in return for the payment
described in the Fund's prospectus included as part of the Fund's
Registration Statement, legally issued, fully paid and non-assessable
by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius
Prepared By: Esther B. Rehavi
Signed By: Richard W. Grant
