Rule 24f-2 Notice for
Cambridge Series Trust
File No. 33-45315
1. Fiscal year for which notice is filed 10/1/93-9/30/94
2. The number or amount of securities of
the same class or series, if any, which
has been registered under the Securities
Act of 1933, other than pursuant to
Rule 24f-2 but which remained unsold at
the beginning of the Registrant's fiscal
year. -0-
3. The number or amount of securities, if
any, registered during such fiscal year
other than pursuant to Rule 24f-2. -0-
4. The number or amount of securities sold
during such fiscal year (see attached
Computation of Fee). $110,651,501
5. The number or amount of securities sold
during such fiscal year in reliance
upon registration pursuant to Rule 24f-2
(see attached Computation of Fee). $110,651,501
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Cambridge Series Trust
COMPUTATION OF FEE
1. Actual aggregate sales price of
Registrant's securities sold pursuant
to Rule 24f-2 during the fiscal year
for which the 24f-2 notice is filed. $110,651,501
2. Reduced by the difference between:
(a) actual aggregate redemption
price of such securities
redeemed by the issuer during
the fiscal year for which the
24f-2 notice is filed; and $154,074,626
(b) actual aggregate redemption
price of such redeemed
securities previously applied
by the issuer pursuant to Section
24e-2(a) for the fiscal year
for which the 24f-2 notice is
filed. $ -0-
Total amount upon which the fee calculation
specified in Section 6(b) of the Securities
Act of 1933 is based $(43,423,125)
FEE SUBMITTED (1/29 of 1% of Total Amount) $ -0-
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Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone (804) 788-8200
Facsimile (804) 788-8218
November 28, 1994
Cambridge Series Trust
901 East Byrd Street
Richmond, Virginia 23226
Gentlemen:
You have requested our opinion for use in conjunction with a
Rule 24f-2 Notice for Cambridge Series Trust ("Trust") to be
filed in respect to shares of the Trust ("Shares") sold for the
fiscal year ended September 30, 1994, pursuant to the Trust's
registration statement filed with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933 (File No. 33-
45315) and under the Investment Company Act of 1940 (File No.
811-6550) ("Registration Statement").
In its Registration Statement, the Trust elected to register
an indefinite number of Shares pursuant to the provisions of SEC
Rule 24f-2.
We have reviewed the amended Registration Statement of the
Trust and such other documents and records deemed relevant. On
the basis of the foregoing, it is our opinion that the Shares
sold for the fiscal year ended September 30, 1994, registration
of which the Rule 24f-2 Notice makes definite in number, were
legally issued, fully paid and non-assessable.
We consent to your filing this opinion as an Exhibit to the
Rule 24f-2 Notice referred to above, the Registration Statement
of the Trust and to any application or registration statement
filed under the securities laws of any of the States of the
United States.
Very truly yours,
Hunton & Williams
