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:
AMBAC Treasurers Trust
300 Nyala Farms Road
Westport, Connecticut 06880
2. Name of each series or class of funds for which this notice
is filed:
AMBAC U.S. Treasury Money Market Fund
AMBAC U.S. Government Money Market Fund
3. Investment Company Act File Number: 811-9064
Securities Act File Number: 33-94206
4. Last day of fiscal year for which this notice is filed:
October 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):
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:
Not Applicable
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
Not Applicable
9. Number and aggregate sale price of securities sold during
the fiscal year:
138,703,044 total shares $138,703,044
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
138,703,044 total shares $138,703,044
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):
1,114,206 total shares $1,114,206
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): 138,703,044
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+1,114,206
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable) - 42,733,718
(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):
97,083,532
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or regulation (see
Instruction C.6): /3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 29,419.26
Instructions: Issuer 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.
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).
*
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
December 23, 1996
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)* KEVIN J. MORRISSEY
TREASURER
Kevin J. Morrissey
Treasurer
Date: December 20, 1996
*Please print the name and title of the signing officer below the
signature
G:\SHARED\3RDPARTY\AMBAC\24F2\1995.DOC
December 27, 1996
AMBAC Treasurers Trust
300 Nyala Farms Road
Westport, Connecticut 06880
Re: AMBAC Treasurers Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel to AMBAC Treasurers
Trust, a Delaware business trust (the "Trust"), in connection with
certain matters relating to the issuance of Shares of beneficial
interest in the Trust. Capitalized terms used herein and not
otherwise herein defined are used as defined in the Agreement and
Declaration of Trust of the Trust dated June 27, 1995 (the
"Governing Instrument").
We understand that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, the Trust registered an
indefinite number of Shares under the Securities Act of 1933, as
amended. We further understand that the Trust is about to file
with the Securities and Exchange Commission a notice pursuant to
Rule 24f-2 under the 1940 Act (the "Notice") making definite the
registration of 138,703,044 Shares sold in reliance upon Rule 24f-
2 during the period from November 1, 1995 through October 31,
1996.
In rendering this opinion, we have examined copies of the
following documents, each in the form provided to us: the
Certificate of Trust of the Trust as filed in the Office of the
Secretary of State of the State of Delaware (the "Recording
Office") on June 27, 1995 (the "Certificate"); the Governing
Instrument; the By-laws of the Trust; the Trust's Notification of
Registration Filed Pursuant to Section 8(a) of the Investment
Company Act of 1940 on Form N-8A as filed with the Securities and
Exchange Commission on June 30, 1995; a Secretary's Certificate of
the Trust dated December 27, 1996; the Notice; and a certification
of good standing of the Trust obtained as of a recent date from
the Recording Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original
documents of all documents submitted to us as copies or drafts of
documents to be executed, and the legal capacity of natural
persons to complete the execution of documents. We have further
assumed for the purpose of this opinion: (i) the due
authorization, execution and delivery by, or on behalf of, each of
the parties thereto of the above-referenced instruments,
certificates and other documents, and the due authorization,
execution and delivery by, or on behalf of, each of the investors
desiring to become Shareholders of all documents contemplated by
the Governing Instrument, the By-laws and applicable resolutions
of the Trustees; (ii) the payment of consideration for Shares, and
the application of such consideration, as provided in the
Governing Instrument, and compliance with the other terms,
conditions and restrictions set forth in the Governing Instrument
and all applicable resolutions of the Trustees of the Trust in
connection with the issuance of Shares (including, without
limitation, the taking of all appropriate action by the Trustees
to designate Series of Shares and the rights and preferences
attributable thereto as contemplated by the Governing Instrument);
(iii) that appropriate notation of the names and addresses of, the
number of Shares held by, and the consideration paid by,
Shareholders will be maintained in the appropriate registers and
other books and records of the Trust in connection with the
issuance, redemption or transfer of Shares; (iv) that no event has
occurred subsequent to the filing of the Certificate that would
cause a termination or reorganization of the Trust under Section 2
or Section 3 of Article VIII of the Governing Instrument; (v) that
the activities of the Trust have been and will be conducted in
accordance with the terms of the Governing Instrument and the
Delaware Business Trust Act, 12 Del. C. Section 3801 et seq. (the
"Delaware Act"); and (vi) that each of the documents examined by
us is in full force and effect and has not been modified,
supplemented or otherwise amended. No opinion is expressed herein
with respect to the requirements of, or compliance with, federal
or state securities or blue sky laws. Further, we express no
opinion on the sufficiency or accuracy of any registration or
offering documentation relating to the Trust or the Shares. As to
any facts material to our opinion, other than those assumed, we
have relied without independent investigation on the above-
referenced documents and on the accuracy, as of the date hereof,
of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects
to matters of Delaware law, it is our opinion that:
1. The Trust is a duly organized and validly existing
business trust in good standing under the laws of the State of
Delaware.
2. The Shares subject to the Notice constitute legally
issued, fully paid and non-assessable Shares of beneficial
interest in the Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will
be entitled to the same limitation of personal liability as that
extended to stockholders of private corporations for profit
organized under the general corporation law of the State of
Delaware; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may
become a named Trustee of the Trust. Neither the existence nor
exercise of the voting rights granted to Shareholders under the
Governing Instrument will, of itself, cause a Shareholder to be
deemed a trustee of the Trust under the Delaware Act.
Notwithstanding the foregoing or the opinion expressed in
paragraph 2 above, we note that, pursuant to Section 5 of Article
IV of the Governing Instrument, the Trustees have the power to
cause Shareholders, or Shareholders of a particular Series, to pay
certain custodian, transfer, servicing or similar agent charges by
setting off the same against declared but unpaid dividends or by
reducing Share ownership (or by both means).
We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission together with the Notice. In
giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Except as provided in this paragraph, the opinion set forth above
is expressed solely for the benefit of the addressee hereof and
may not be relied upon by, or filed with, any other person or
entity for any purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
Morris, Nichols, Arsht & Tunnell
