U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
Cash Resource Trust
Riverfront Plaza
901 East Byrd Street
Richmond, VA 23219
2. Name of each series or class of funds for which this notice is filed:
Cash Resource Money Market Fund
Cash Resource U.S. Government Money Market Fund
Cash Resource Tax-Exempt Money Market Fund
3. Investment Company Act File Number:
811-7862
Securities Act File Number:
33-65818
4. Last day of fiscal year for which this notice is filed:
July 31, 1996
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: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
9,965,341,482 Shares $9,965,341,482
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
9,965,341,482 Shares $9,965,341,482
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):
93,941,634 Shares $93,941,634
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): $9,965,341,482
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if
applicable): + 93,941,634
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -9,625,736,412
(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): $ 433,546,704
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/29 of 1 Percent
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 149,499
Instructions: Issuers should complete lines (ii), (iii), (iv), and (v) only if
form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
9/24/96
<PAGE>
SIGNATURE
A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of State of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trust by an
officer of the Trust as an officer and not individually and the obligations of
the Trust arising out of this Agreement are not binding upon any of the
trustees, officers, or shareholders of the Trust individually but are binding
only upon the assets and property of the Trust.
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By (Signature and Title)* /s/ Terry L. Perkins, Treasurer
--------------------------------
Terry L. Perkins, Treasurer
Date September 24, 1996
*Please print the name and title of the signing officer below the signature.
<PAGE>
Ropes & Gray
One International Place
Boston, Massachusetts 02110
September 24, 1996
Cash Resource Trust
901 East Byrd Street
Richmond, Virginia 23219
Ladies and Gentlemen:
We are furnishing this opinion in connection with the issuance during
the fiscal year ended July 31, 1996 of 10,059,283,116 shares of beneficial
interest (the "Shares") of Cash Resource Trust (the "Trust") pursuant to the
provisions of Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended.
We have examined copies of (i) your Agreement and Declaration of Trust
as on file at the office of the Secretary of State of The Commonwealth of
Massachusetts, which provides for an unlimited number of authorized shares of
beneficial interest, and (ii) your Bylaws, which provide for the issue and/or
sale by the Trust of such Shares. We have also examined (i) a copy of the
notice (the "Notice") to be filed pursuant to the Rule by you with the
Securities and Exchange Commission relating to your registration of an
indefinite number of shares of beneficial interest of the Trust pursuant to
the Securities Act of 1933, as amended, and making definite registration
of the Shares pursuant to the Rule, and (ii) a certificate of the Treasurer of
the Trust stating that all of the Shares had been recorded as issued and that
the appropriate consideration therefor as provided in your Bylaws had been
received at July 31, 1996.
We assume that appropriate action has been taken to register or
qualify the sale of the Shares under any applicable state and federal laws
regulating offerings and sales of securities, and that the Notice will be
timely filed with the Securities and Exchange Commission.
Based on the foregoing, we are of the opinion that:
1. The Trust is a legally organized and validly existing voluntary
association with transferable shares of beneficial interest under the laws of
The Commonwealth of Massachusetts and is authorized to issue an unlimited
number of shares of beneficial interest.
2. The Shares were validly issued, fully paid and nonassessable by the
Trust at July 31, 1996.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders of the Trust 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 for the obligations of that
series solely by reason of his being or having been a shareholder. Thus, the
risk of a shareholder's incurring financial loss on account 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.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
