April 14, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
CBA MONEY FUND
File No. 2-82766
,
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940,
CBA Money Fund (the "Fund") hereby files its
Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
of the Fund ended February 28, 1994
(the "Fiscal Year").
2. No shares of beneficial interest of the Fund
which had been registered under the
Securities Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal Year.
3. 8,997,374 shares of beneficial interest were
registered under the Securities Act during
the Fiscal Year other than pursuant to
Rule 24f-2.
4. 3,818,160,854 shares of beneficial interest
were sold during the Fiscal Year.*
5. 3,809,163,480 shares of beneficial interest
were sold during the Fiscal Year in reliance
upon registration pursuant to Rule 24f-2.
Transmitted with the Notice is an opinion of
Brown & Wood, counsel for the Fund,
indicating that the securities the registration
of which this Notice makes definite in number
were legally issued, fully paid for an non-
assessable.
_______________
*The aggregate sale price for all shares of
beneficial interest sold during the Fiscal Year
was $3,818,160,854. See paragraph 6 for the
calculation of the aggregate sale price of shares
sold in reliance to Rule 24f-2.
<PAGE>
6. In accordance with Paragraph (c) of Rule 24f-2,
the fee of $1,611.65 has been wired.
Such fee which relates to the 3,809,163,480
shares of beneficial interest referred to in
Paragraph 5 is based upon the aggregate
sale price for which such securities were
sold during the Fiscal Year, reduced by
the actual aggregate redemption or
repurchase price of shares of beneficial
interest redeemed or repurchased
during the Fiscal Year. The Fund did not
apply the redemption or repurchase price of
any shares of beneficial interest redeemed or
repurchased during the Fiscal Year pursuant to
Rule 24e-2(a) in filings made pursuant to
Section 24(e)(1) of the Investment Company Act
of 1940. The calculation of the amount on
which the filing fee is based as follows:
(i) Aggregate sale price for the
3,809,163,480 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2.
$3,809,163,480
reduced by
(ii) Aggregate redemption price for
the 3,804,489,714 shares of
beneficial interest redeemed
during the Fiscal Year.
$3,804,489,714
equals amount on which filing fee is based
$ 4,673,766
Based upon the above calculation, $1,611.65 is
payable with respect to the registration of
3,809,163,480 shares of beneficial interest
of the Fund.
Please direct any questions relating to this
filing to Robert Harris at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton,
N.J. 08543-9011, (609) 282-2025, or to
Laurin Blumenthal Kleiman at Brown & Wood,
One World Trade Center, New York,
New York 10048, (212) 839-8525.
Very truly yours,
CBA MONEY FUND
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
April 12, 1994
CBA Money Fund
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
This opinion is furnished in connection with the
notice (the "Notice") to be filed by CBA Money Fund, a
Massachusetts business trust (the "Fund"), with the
Securities and Exchange Commission pursuant to
Rule 24f-2 under the Investment Company Act of
1940, as amended. The Notice is being filed to
make definite the registration under the Securities
Act of 1933, as amended, of 3,809,163,480 shares
of beneficial interest, par value $0.10 per share,
of the Fund (the "Shares") which were sold during
the Fund's fiscal year ended February 28, 1994.
As counsel for the Fund, we are familiar with the
proceedings taken by it in connection with the
authorization, issuance and sale of the Shares. In
addition, we have examined and are familiar with the
Declaration of Trust of the Fund, the By-Laws of the
Fund and such other documents as we have deemed
relevant to the matters referred to in this opinion.
Based upon the foregoing, we are of the opinion that
the Shares were legally issued, fully paid and non-
assessable, except that shareholders of the Fund may
under certain circumstances be held personally liable
for the Fund's obligations.
In rendering this opinion, we have relied as to matters
of Massachusetts law upon an opinion of Bingham, Dana &
Gould, dated April 7, 1994, rendered to the Fund.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an attachment to the
Notice.
Very truly yours,
