0000317947-95-000007.txt : 19950816 0000317947-95-000007.hdr.sgml : 19950816 ACCESSION NUMBER: 0000317947-95-000007 CONFORMED SUBMISSION TYPE: 24F-2NT PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950815 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND CASH MANAGEMENT TRUST CENTRAL INDEX KEY: 0000317947 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 046447044 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 24F-2NT SEC ACT: 1933 Act SEC FILE NUMBER: 002-68348 FILM NUMBER: 95564344 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 8002831155 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: NEL CASH MANAGEMENT TRUST DATE OF NAME CHANGE: 19860901 24F-2NT 1 24F-2 NOTICE SECURITIES AND EXCHANGE COMMISSION RULE 24f-2 NOTICE FOR NEW ENGLAND CASH MANAGEMENT TRUST Securities Act of 1933 No. 2-68348 This Notice is filed pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940 in connection with the Registrant's election to register an indefinite number of securities under the Securities Act of 1933. The following information is provided in accordance with the requirements of paragraph (b)(1) of the Rule: (i) Fiscal year for which Notice is filed: June 30, 1995. (ii) Number or amount of securities of the same class or series, if any, registered under the Securities Act of 1933 other than pursuant to the Rule which remained unsold at the beginning of such fiscal year: 189,488,069 Shares; $189,488,069. (iii) Number or amount of securities, if any, registered during such fiscal year other than pursuant to the Rule: 102,664,324 Shares; $102,664,324. (iv) Number or amount of securities sold during such fiscal year: 1,211,098,419 Shares; $1,211,098,419 (See Footnote, Page 2.) (v) Number of securities sold during such fiscal year in reliance on the Rule: 1,211,098,419 Shares; $1,211,098,419. An opinion of the Registrant's counsel, Ropes & Gray, accompanies this Notice indicating that in their opinion the subject securities were duly authorized, validly issued, fully paid, and nonassesable. In accordance with subsection (c) of the of the Rule, no fee is required. (See Footnote.) /s/ Robert P. Connolly ___________________________________ Robert P. Connolly Secretary New England Cash Management Trust Dated: August 15, 1995 -2- Footnote: The fee was calculated pursuant to paragraph (c) of the Rule by reducing the actual aggregate sale price of securities sold pursuant to the Rule during the fiscal year by the difference between (1) the actual aggregate redemption price of securities redeemed by the Registrant during such fiscal year and (2) the actual aggregate redemption price of such redeemed securities previously applied by the Registrant pursuant to Section 24e-2(a) in filings made pursuant to Rule 24(e)(1) of the Investment Company Act of 1940. Calculation of Fee for Fiscal Year: Aggregate Net Aggregate Aggregate Redemption Price Aggregate Sale Redemption Under Sale Price Price Rule 24e-2(a) Price Fee $1,211,098,419 $1,292,952,698 $ -0- $(81,854,279) $ -0- EX-99 2 ROPES & GRAY OPINION ROPES & GRAY One International Place Boston, Massachusetts 02110 Telephone: (617) 951-7000 Telecopy: (617) 951-7050 August 14, 1995 New England Cash Management Trust 399 Boylston Street Boston, Massachusetts 02116 Ladies and 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 1,211,098,419 of your shares of beneficial interest, no par value, belonging to your Money Market Series and your U.S. Government Series (the "Shares"), sold in reliance upon the Rule during your fiscal year ended June 30, 1995. We have examined your Fourth Amended and Restated Agreement and Declaration of Trust and Amendments Nos. 1 and 2 thereto (together, the "Agreement and Declaration of Trust") on file in the office of the Secretary of State of The Commonwealth of Massachusetts and are familiar with the actions taken by your Trustees to authorize the issuance and sale from time to time of your authorized and unissued shares of beneficial interest at not less than net asset value. We have also examined a copy of your By-Laws and such other documents, receipts and records as we have deemed necessary for the purposes of this opinion. 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. New England Cash Management Trust (the "Trust") is an entity of the type commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders could, in 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 New England Cash Management Trust -2- August 14, 1995 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, /s/ Ropes & Gray Ropes & Gray