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:
Investors Municipal Cash 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: 811-6108
Securities Act File Number: 33-34819
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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:
0
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: 240,636,977
Aggregate Sale Price: $240,636,977
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 240,636,977
Aggregate Sale Price: $240,636,977
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):
$240,636,977
(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):
- -$198,589,112
(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):
$42,047,865
(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)]:
$12,741.78
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). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: May 29, 1997
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: May 29, 1997
* Please print the name and title of the signing officer below the
signature.
May 29, 1997
Investors Municipal Cash Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Re: Rule 24f-2 for Investors Municipal Cash Fund (formerly named Tax-Exempt
New York Money Market Fund) (the "Fund")
File No. 33-34819
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 March 31, 1997. Reference is also made
to the 240,636,977 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 Amended and Restated Agreement and
Declaration of Trust dated March 9, 1990, as amended on May 19, 1997, and the
By-Laws of the Fund adopted March 17, 1990 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 March 2 and March 17, 1990
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 July 27, 1990
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. In addition, we have taken note of the opinion dated
May 19, 1997 from Ropes & Gray to the Tax-Exempt New York Money Market Fund.
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,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
COK/DAS/acs
