February 28, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for Master Reserves Trust (the "Fund") Registration
Statement No. 2-54750/811-2597; CIK #0000082345
Sirs and Madams:
Pursuant to Rule 24f-2(b)(1) under the Investment Company Act of 1940,
I have enclosed one (1) copy of the Fund's Form 24f-2 for the fiscal year ended
December 31, 1995. The Fund sold no shares in reliance on Rule 24f-2 during the
Fund's fiscal year ended December 31, 1995. Accordingly, no filing fee is due
and no opinion of counsel is included.
Please indicate your receipt of this transmission through your
acknowledgement to the Compuserve Mailbox number provided.
If you have any questions or would like further information, please
call me at (617) 338-3433.
Very truly yours,
/s/ James M. Wall
James M. Wall
101607C3
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer: Master Reserves Trust
200 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
Shares of beneficial interest, no par value
3. Investment Company Act File Number: 811-2597
Securities Act File Number: 2-54750
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed for 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:
Not Applicable
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable:
Not Applicable
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:
1,555,161,992
8. Number and amount of securities registered during the fiscal year other than
pursuant to Rule 24f-2:
581,185,244
9. Number and aggregate sale price of securities sold during the fiscal year:
124,846,435
$124,846,435
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
-0-
11: Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
1,498,978
$ 1,498,978
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):
$ -0-
--------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
+$ 1,498,978
--------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -$120,750,938
--------------
(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-
--------------
(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): ($119,251,960)
--------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation x 1/2900
--------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)] x -0-
--------------
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 CFR 202.3a).
Not applicable
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
Not applicable
<PAGE>
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/ James M. Wall
---------------------------
Assistant Secretary
DATE: February 28, 1996
101607C3
