Exhibit (i)
VEDDER PRICE
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER, PRICE,
KAUFMAN & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND NEW YORK CITY
July 20, 2000
Investors Municipal Cash Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A under the Securities Act of 1933 being filed
by Investors Municipal Cash Fund (the "Fund") in connection with the public
offering from time to time of units of beneficial interest, no par value
("Shares"), in Investors Florida Municipal Cash Fund, Investors Michigan
Municipal Cash Fund, Investors New Jersey Municipal Cash Fund, Investors
Pennsylvania Municipal Cash Fund and Tax-Exempt New York Money Market Fund
(each, a "Portfolio" and collectively, the "Portfolios").
We have acted as counsel to the Fund, and in such capacity are familiar
with the Fund's organization and have counseled the Fund regarding various legal
matters. We have examined such Fund records and other documents and certificates
as we have considered necessary or appropriate for the purposes of this opinion.
In our examination of such materials, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us.
Based upon the foregoing and assuming that the Fund's Amended and
Restated Agreement and Declaration of Trust dated March 9, 1990, as amended by
the Written Instrument Amending the Agreement and Declaration of Trust dated May
19, 1997, the Written Instrument Amending the Agreement and Declaration of Trust
effective May 21, 1997, and the Written Instrument Amending the Agreement and
Declaration of Trust dated February 20, 1998, 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 except as provided in the above-referenced documents and
that the resolutions adopted by the Board of Trustees of the Fund on March 2,
1990, March 17, 1990, January 21, 1997 and November 18, 1997 relating to
organizational matters, securities matters and the issuance of shares are
presently in full force and effect and have not been amended in any respect, we
advise you and opine that (a) the Fund is a validly existing voluntary
association with transferrable shares under the laws of the Commonwealth of
Massachusetts and is authorized to issue an unlimited number of Shares in the
Portfolios; and (b) presently and upon such further
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VEDDER PRICE
Investors Municipal Cash Fund
July 20, 2000
Page 2
issuance of the Shares in accordance with the Fund's Amended and Restated
Agreement and Declaration of Trust and the receipt by the Fund of a purchase
price not less than the net asset value per Share, and when the pertinent
provisions of the Securities Act of 1933 and such "blue-sky" and securities laws
as may be applicable have been complied with, and assuming that the Fund
continues to validly exist as provided in (a) above, the Shares are and will be
legally issued and outstanding, fully paid and nonassessable.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund or any
Portfolio. However, the Amended and Restated Agreement and Declaration of Trust
disclaims shareholder liability for acts and obligations of the Fund or of a
particular Portfolio and requires that notice of such disclaimer be given in
each note, bond, contract, instrument, certificate share or undertaking made or
issued by the Trustees or officers of the Fund. The Amended and Restated
Agreement and Declaration of Trust provides for indemnification out of the
property of a particular Portfolio for all loss and expense of any shareholder
of that Portfolio held personally liable for the obligations of such Portfolio.
Thus, the risk of liability is limited to circumstances in which the relevant
Portfolio would be unable to meet its obligations.
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 hereby consent to the use of this opinion
in connection with said Post-Effective Amendment.
Very truly yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
/s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/COK
