SECURITIES AND EXCHANGE COMMISSION
RULE 24f-2 NOTICE FOR
NEW ENGLAND TAX EXEMPT MONEY MARKET TRUST
Securities Act of 1933 No. 2-81614
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: 1,925,803
Shares; $1,925,803.
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to the
Rule: None.
(iv) Number or amount of securities sold during such fiscal
year: 114,083,133 Shares; $114,083,133.
(v) Number of securities sold during such fiscal year in
reliance on the Rule: 114,083,133 Shares; $114,083,133.
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 Rule, no fee is
required. (See Footnote.)
/s/ Robert P. Connolly
_________________________
Robert P. Connolly
Secretary
New England Tax Exempt Money Market 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
$114,083,133 $115,082,758 $ -0- $(999,625) $ -0 -
ROPES & GRAY
One International Place
Boston, Massachusetts 02110
Telephone: (617) 951-7000
Telecopy: (617) 951-7050
August 14, 1995
New England Tax Exempt Money Market 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 114,083,133 of your shares of
beneficial interest, no par value, belonging to your Tax Exempt Money Market
Series (the "Shares"), sold in reliance upon the Rule during your fiscal year
ended June 30, 1995.
We have examined your Second 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 Tax Exempt Money Market 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
New England Tax Exempt
Money Market Trust -2- August 14, 1995
shareholder liability is 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
