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:
First Investors Cash Management Fund, Inc.
95 Wall Street
New York, NY 10005
2. Name of each series or class of funds for which this notice is filed:
Class A and Class B shares
3. Investment Company Act File Number: 811-2860
Securities Act File Number: 2-62347
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 277,274,121.530
Sale Price: $277,274,121.53
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 277,274,121.530
Sale Price: $277,274,121.53
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):
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):
$ 277,274,121.53
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from item 11, if applicable):
+ -0-
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
- - 277,078,960.52
(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):
195,161.01
(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%
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$ 67.30
Instruction: issuers 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).
[X]
Date of mailing or wire transfer or filing fees to the Commission's
lockbox depository:
February 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 /s/C. Durso
C. Durso, Vice President and Secretary
Date: February 23, 1996
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, DC 20036-1800
February 23, 1996
First Investors Cash Management Fund, Inc.
95 Wall Street, 23rd Floor
New York, New York 10005
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
First Investors Cash Management Fund, Inc. (the "Fund") is a
corporation organized under the laws of the State of Maryland. We understand
that the Fund is about to file a Rule 24f-2 Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended ("1940 Act"), for the
purpose of making definite the number of shares which it has registered under
the Securities Act of 1933, as amended ("1933 Act"), and which it sold during
its fiscal year ended December 31, 1995.
We have, as counsel, participated in various business and other matters
relating to the Fund. We have examined copies, either certified or otherwise
proved to be genuine, of its Articles of Incorporation and By-Laws, as now in
effect, and certain other documents and certificates of officers and
representatives of the Fund relating to its organization and operation, and
we generally are familiar with its business affairs. Based on the foregoing,
it is our opinion that the shares of common stock sold by the Fund during the
fiscal year ended December 31, 1995, the registration of which will be made
definite by the filing of a Rule 24f-2 Notice, were legally issued, fully
paid and nonassessable.
We express no opinion as to compliance with the 1933 Act, the 1940 Act,
or applicable state securities laws in connection with the sale of the Fund's
shares.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice
which you are about to file with the Securities and Exchange Commission. We
also consent to the reference to our firm in the prospectus filed as part of
the Fund's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By \s\ Robert J. Zutz
Robert J. Zutz
opinion/cash.24f
