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FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Cash Accumulation Trust, 2187 Atlantic Street, Stamford, CT 06902
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2. Name of each series or class of funds for which this notice is filed:
National Money Market Fund
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3. Investment Company Act File Number: 811-4060
Securities Act File Number: 2-91889
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4. Last day of fiscal year for which this notice is filed: September 30, 1996
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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):
N/A
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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:
None
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 5,065,443,358 Aggregate Sales Price: $5,065,443,358
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Number: 5,065,443,358 Aggregate Sale Price: $5,065,443,358
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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: (included in Item 9) Aggregate Sale Price: $ (included
in Item 9)
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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): $ 5,065,443,358
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(ii) Aggregate price of shares issued in connec-
tion with dividend reinvestment plans (from
Item 11, if applicable): + n/a
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 5,065,443,358
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
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(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
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(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
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CRF 202.3a).
[ ]
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/ Newton B. Schott, Jr., Clerk
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Newton B. Schott, Jr., Clerk
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Date 11/26/96
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*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
(617) 951-7000
Telecopier (617) 951-7050
November 26, 1996
Cash Accumulation Trust
2187 Atlantic Street
Stamford, CT 06902
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 5,065,443,358 shares of beneficial
interest (the "Shares"), par value $0.00001, of Cash Accumulation Trust (the
"Trust"), sold in reliance upon the Rule during your fiscal year ended
September 30, 1996.
We have examined the Trust's Agreement and Declaration of Trust dated
April 27, 1984, as amended, on file in the office of the Secretary of State of
The Commonwealth of Massachusetts (the "Agreement and Declaration of Trust"). We
are familiar with the actions taken by the Trust's Trustees to authorize the
issue and sale from time to time of shares of beneficial interest of the Trust
at not less than net asset value and not less than par value, and have assumed
that the Shares have been issued and sold in accordance with such actions. We
have also examined a copy of the Trust's By-laws, as amended through May 24,
1991, and such other documents as we have deemed necessary for the purposes of
this opinion.
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Cash Accumulation Trust - 2 - November 26, 1996
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 by the
Trust.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under 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
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,
Ropes & Gray
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