August 19, 1996
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,
Wendy McGee
Legal Assistant
Enclosures
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: PCS Cash Fund, Inc.
400 Bellevue Parkway
Wilmington, DE 19809
2. Name of each series or class of funds for which this notice is filed:
PCS Money Market Portfolio
PCS Government Obligations Money Market Portfolio
3. Investment Company Act File Number: 811-5748
Securities Act File Number: 33-26417
4. Last day of fiscal year for which this notice is filed: 6/30/96
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:
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:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Money Market Govt. Obligations
Number: 34,017,915 218,434,303
Amount: $34,017,915 $218,434,303
9. Number and aggregate sale price of securities sold during fiscal year:
Money Market Govt. Obligations
Number: 1,390,773,760 1,373,640,193
Sale Price: $1,390,773,760 $1,373,640,193
10. Number and aggregate sale price of securities sold during fiscal year
in reliance upon registration pursuant to rule 24f-2:
Money Market Govt. Obligations
Number: 1,356,755,845 1,155,205,890
Sale Price: $1,356,755,845 $1,155,205,890
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Money Market Govt. Obligations
Number: 7,425,521 3,510,973
Sale Price: $7,425,521 $3,510,973
12. Calculation of registration fee: (PCS Money Market)
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 1,356,755,845
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 7,425,521
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 1,398,640,916
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): +
(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
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
12. Calculation of registration fee:(PCS Government Obligations Money Market)
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2(from Item 10): $ 1,155,205,890
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): + 3,510,973
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 1,298,567,244
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): +
(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
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
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:
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: /s/Valerie Lewis
Valerie Lewis
Secretary
Date: August 19, 1996
August 16, 1996
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, 1996, 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 LLP
