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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Waterhouse Investors Cash Management Fund, Inc.
100 Wall Street
New York, NY 10005
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2. Name of each series or class of funds for which this notice is filed:
Money Market Portfolio
U.S. Government Portfolio
Municipal Portfolio
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3. Investment Company Act File Number: 811-9086
Securities Act File Number: 33-96132
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4. Last day of fiscal year for which this notice is filed: 10/31/96
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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:
[ ]
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6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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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:
Number: 0
Amount: $0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
Number: 0
Amount: $0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 6,154,672,670
Aggregate Sale Price: $6,154,672,670
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
Number: 6,154,672,670
Aggregate Sale Price: $6,154,672,670
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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: 57,388,008
Aggregate Sale Price: $57,388,008
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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): $6,154,672,670
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,
if applicable): +57,388,008
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -4,272,248,651
(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
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(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): 1,939,812,027
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
(vii) Fee due (line (i) or line (v) multiplied by line (vi)): $587,821.83
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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.
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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: 12/24/96
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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/ Christopher J. Kelley
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Christopher J. Kelley, Secretary
Date: 12/27/96
*Please print the name and title of the signing officer below the signature.
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WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC.
100 Wall Street
New York, New York 10005
December 27, 1996
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
Gentlemen and Ladies:
Please be advised that the shares of Common Stock, .0001 par value, of
Waterhouse Investors Cash Management Fund, Inc. (the "Fund") that were sold by
the Fund during the fiscal period beginning December 20, 1995 and ending October
31, 1996 in reliance on Rule 24f-2 under the Investment Company Act of 1940 (the
"Rule 24f-2 Shares") were sold in the manner contemplated by the prospectus that
was current and effective under the Securities Act of 1933 at the time of sale,
and that the Rule 24f-2 Shares were sold in numbers within the limits prescribed
by the Articles of Incorporation of the Fund for a consideration not less than
the net asset value per share on the date issued and not less than $.0001.
Very truly yours,
/s/ Christopher J. Kelley
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Christopher J. Kelley
Secretary
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December 27, 1996
Waterhouse Investors Cash Management Fund, Inc.
100 Wall Street
New York, New York 10005
Ladies and Gentlemen:
Waterhouse Investors Cash Management Fund, Inc. (the "Fund"), a Maryland
corporation, is filing with the Securities and Exchange Commission (the
"Commission") a Rule 24f-2 Notice (the "Rule 24f-2 Notice") containing the
information contained in paragraph (b)(1) of Rule 24f-2 (the "Rule") under the
Investment Company Act of 1940, as amended (the "1940 Act"). The effect of the
Rule 24f-2 Notice, when accompanied by the filing fee, if any, payable as
prescribed by paragraph (c) of the Rule, and by this Opinion, will be to make
definite in number the number of shares sold by the Fund during the fiscal year
ended October 31, 1996 in reliance upon the Rule (the "Rule 24f-2 Shares").
We have, as counsel to the Fund, participated in various proceedings
relating to the Fund and to the Rule 24f-2 Shares. We have examined copies,
either certified or otherwise proven to our satisfaction to be genuine, of the
Fund's Articles of Incorporation and By-laws, as currently in effect, and
minutes of meetings of its Board of Directors. We have received oral
confirmation from the Department of Assessments and Taxation of the State of
Maryland that the Fund is in existence and would be in good standing but for the
fact that the Fund has not yet filed a 1996 Personal Property Tax Return. We
have also reviewed the form of the Rule 24f-2 Notice being filed by the Fund. We
are generally familiar with the business affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the manner
contemplated by the prospectus of the Fund current at the time of each sale, and
that the Rule 24f-2 Shares were sold in number within the limits prescribed by
the Fund's Articles of Incorporation for consideration not less than the par
value thereof and the net asset value thereof as required by the 1940 Act.
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Waterhouse Investors Cash Management Fund, Inc.
December 27, 1996
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Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally existing under the
laws of the State of Maryland.
2. The Fund is authorized by its Articles of Incorporation to issue one
hundred billion (100,000,000,000) shares of common stock. Under
Maryland law, shares which were issued and which have subsequently been
redeemed by the Fund are, by virtue of such redemption, restored to the
status of authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable.
We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to the
filing of this Opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that we
are not licensed to practice law in the State of Maryland, and to the extent
that any opinion herein involves the law of Maryland, such opinion should be
understood to be based solely upon our review of the documents referred to
above, the published statutes of the State of Maryland and, where applicable,
published cases, rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
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Shereff, Friedman, Hoffman & Goodman, LLP
