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, 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):
-1-
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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:
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:
75,993,704 shares; $75,993,704*
* Erroneously entered as $110,078,279 in the Calculation of
Registration Fee on the facing sheet of Post-Effective Amendment No. 31
to the issuer's Registration Statement on Form N-1A, filed on August
22, 1996.
9. Number and aggregate sale price of securities sold during the fiscal
year:
1,361,518,483 shares; $1,361,518,483
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,329,891,136 shares; $1,329,891,136*
*Calculated as follows:
Number of shares sold during the fiscal year (Item 9): 1,361,518,483
Less: Number of shares registered other than
pursuant to rule 24f-2 ("24e-2 shares")
and sold during the fiscal year: 31,627,347
---------------
1,329,891,136
Calculation of number of 24e-2 shares remaining
unsold at the end of the fiscal year:
Number of 24e-2 shares remaining unsold at
beginning of fiscal year (Item 7): 292,152,393
-2-
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Number of 24e-2 shares registered during the
fiscal year (Item 8): 75,993,704
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Total: 368,146,097
Less: Number of 24e-2 shares sold during
the fiscal year (see above): 31,627,347
----------
Number of 24e-2 shares remaining unsold at
the end of the fiscal year: 336,518,750
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):
33,109,859 shares; $33,109,859
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): $ 1,329,891,136
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item
11, if applicable): + 33,109,859
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 1,363,000,995
(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
-3-
<PAGE>
(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)]: $ 0
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (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 (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
N/A
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 E. O'Hare
----------------------------------
Robert E. O'Hare
Assistant Secretary
Date August 19, 1997
*Please print the name and title of the signing officer below the signature.
-4-
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617) 951-7000
FAX: (617) 951-7050
August 20, 1997
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 1,329,891,136 of your shares of
beneficial interest, no par value, belonging to your U.S. Government Series and
Money Market Series (the "Shares"), sold in reliance upon the Rule during your
fiscal year ended June 30, 1997.
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
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New England Cash Management
Trust -2- August 20, 1997
shares for all loss and expense of any shareholder held personally liable
solely by reason of his 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
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Ropes & Gray
