April 25, 1995
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, 1995 (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. No shares of beneficial interest
were registered under the
Securities Act during the Fiscal
Year other than pursuant to Rule
24f-2.
4. 4,007,388,057 shares of
beneficial interest were sold
during the Fiscal Year.*
5. 4,007,388,057 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 and
non-assessable.
_______________
*The aggregate sale price for all
shares of beneficial interest sold
during the Fiscal Year was
$4,007,388,057. 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
$23,086.10 has been wired.
Such fee, which relates to the
4,007,388,057 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
4,007,388,057 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2. $4,007,388,057
reduced by
(ii) Aggregate redemption price for
the 3,940,438,831 shares of
beneficial interest redeemed
during the Fiscal Year. $3,940,438,831
equals amount on which filing fee is based $ 66,949,226
Based upon the above calculation,
$23,086.10 is payable with respect to the
registration of 4,007,388,057 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
Frank P. Bruno at Brown & Wood, One
World Trade Center, New York, New York
10048, (212) 839-5540.
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 24, 1995
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 4,007,388,057 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, 1995.
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.
<PAGE>
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 14, 1995,
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,
