U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
New England Cash Management Trust
399 Boylston Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
Money Market Series - Class A and Class B shares
U.S. Government Series - Class A and Class B shares
3. Investment Company Act File Number: 811-2819
Securities Act File Number: 2-68348
4. Last day of fiscal year for which this notice is filed:
June 30, 1996
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):
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:
292,152,393 shares $292,152,393
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
82,144,279 shares; $82,144,279
9. Number and aggregate sale price of securities sold during the fiscal
year:
1,146,366,515 shares; $1,146,366,515
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 1,064,222,236
Aggregate sale price: $1,064,222,236
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: 34,084,575
Aggregate sale price: $ 34,084,575
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):
$ 1,064,222,236
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 34,084,575
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 1,098,306,811
(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 (see Instruction
C.6):
x1/2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$ 0
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is (v) only if the form is being filed withing 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 a of the Commission's Rules of
Informal and Other Procedures (17CFR C202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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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/ Robert P. Connolly
Robert P. Connolly
Secretary
New England Cash Management
Trust
Date August 13, 1996
*Please print the name and title of the signing officer below the signature.
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ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
Telephone: (617) 951-7000
Telecopy: (617) 951-7050
August 13, 1996
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 1,064,222,236 of your shares of
beneficial interest, no par value, belonging to your Cash Management Series and
your U.S. Government Series and Money Market Series (the "Shares"), sold in
reliance upon the Rule during your fiscal year ended June 30, 1996.
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 held personally liable solely by reason of his
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New England Cash Management
Trust -2- August 13, 1996
or her being or having been a shareholder of that series. Thus, the risk of
shareholder liability is limited to circumstances in which the Trust 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
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Ropes & Gray
One International Place
Boston, Massachusetts 02110-2624
Tel: (617) 951-7000
Fax: (617) 951-7050
August 13, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: New England Cash Management Trust (the "Trust")
Rule 24f-2 Notice
File Nos. 811-2819 and 2-68348
Ladies and Gentlemen:
Enclosed please find the Trust's Rule 24F-2 Notice for its fiscal year
ended June 30, 1996, which is filed via EDGAR. An opinion of counsel regarding
the securities sold in reliance on Rule 24F-2 under the Investment Company Act
of 1940 during such year is also enclosed. Pursuant to paragraph (c) of Rule
24F-2, no fee is due in connection with the enclosed filing.
Should you have any questions regarding this filing, please telephone
the undersigned at 617-951-7428.
Very truly yours,
/s/ Jeremiah G. Garvey
Jeremiah G. Garvey
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