SECURITIES AND EXCHANGE COMMISSION
RULE 24f-2 NOTICE FOR
NEW ENGLAND CASH MANAGEMENT TRUST
Securities Act of 1933 No. 2-68348
This Notice is filed pursuant to Rule 24f-2 (the "Rule") under
the Investment Company Act of 1940 in connection with the Registrant's
election to register an indefinite number of securities under the
Securities Act of 1933. The following information is provided in
accordance with the requirements of paragraph (b)(1) of the Rule:
(i) Fiscal year for which Notice is filed: June 30, 1995.
(ii) Number or amount of securities of the same class or
series, if any, registered under the Securities Act of
1933 other than pursuant to the Rule which remained
unsold at the beginning of such fiscal year: 189,488,069
Shares; $189,488,069.
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to the
Rule: 102,664,324 Shares; $102,664,324.
(iv) Number or amount of securities sold during such fiscal
year: 1,211,098,419 Shares; $1,211,098,419 (See
Footnote, Page 2.)
(v) Number of securities sold during such fiscal year in
reliance on the Rule: 1,211,098,419 Shares; $1,211,098,419.
An opinion of the Registrant's counsel, Ropes & Gray, accompanies
this Notice indicating that in their opinion the subject securities
were duly authorized, validly issued, fully paid, and nonassesable.
In accordance with subsection (c) of the of the Rule, no fee is
required. (See Footnote.)
/s/ Robert P. Connolly
___________________________________
Robert P. Connolly
Secretary
New England Cash Management Trust
Dated: August 15, 1995
-2-
Footnote:
The fee was calculated pursuant to paragraph (c) of the Rule by
reducing the actual aggregate sale price of securities sold pursuant
to the Rule during the fiscal year by the difference between (1) the
actual aggregate redemption price of securities redeemed by the
Registrant during such fiscal year and (2) the actual aggregate
redemption price of such redeemed securities previously applied by the
Registrant pursuant to Section 24e-2(a) in filings made pursuant to
Rule 24(e)(1) of the Investment Company Act of 1940.
Calculation of Fee for Fiscal Year:
Aggregate Net
Aggregate Aggregate Redemption Price Aggregate
Sale Redemption Under Sale
Price Price Rule 24e-2(a) Price Fee
$1,211,098,419 $1,292,952,698 $ -0- $(81,854,279) $ -0-
ROPES & GRAY
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000
Telecopy: (617) 951-7050
August 14, 1995
New England Cash Management Trust
399 Boylston Street
Boston, Massachusetts 02116
Ladies and Gentlemen:
You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended, making definite the registration of 1,211,098,419 of your shares of
beneficial interest, no par value, belonging to your Money Market Series and
your U.S. Government Series (the "Shares"), sold in reliance upon the Rule
during your fiscal year ended June 30, 1995.
We have examined your Fourth Amended and Restated Agreement and
Declaration of Trust and Amendments Nos. 1 and 2 thereto (together, the
"Agreement and Declaration of Trust") on file in the office of the Secretary of
State of The Commonwealth of Massachusetts and are familiar with the actions
taken by your Trustees to authorize the issuance and sale from time to time of
your authorized and unissued shares of beneficial interest at not less than net
asset value. We have also examined a copy of your By-Laws and such other
documents, receipts and records as we have deemed necessary for the purposes of
this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and non-assessable.
New England Cash Management Trust (the "Trust") is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts law,
shareholders could, in certain circumstances, be held personally liable for the
obligations of the Trust. However, the Agreement and Declaration of Trust
disclaims shareholder liability for acts or obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or its Trustees. The
Agreement and Declaration of Trust provides for indemnification out of the
property of the particular series of shares for all loss and expense of any
shareholder of that series held personally liable solely by reason of his being
or having been a shareholder. Thus, the risk of shareholder liability is
New England Cash
Management Trust -2- August 14, 1995
limited to circumstances in which that series of shares itself would be unable
to meet its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
