August 23, 1994
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N. W.
Judiciary Plaza
Washington, D. C. 20549
RE: Rule 24f-2 Notice for United Cash Management, Inc.
File No. 2-64526 and 811-2922/CIK#311405
Dear Sir or Madam:
1. This Notice is being filed for the fiscal year ended June 30, 1994;
2. At the beginning of such fiscal year the issuer had no securities
registered under the Securities Act of 1933, other than pursuant to this
section;
3. During such fiscal year the issuer registered no securities other than
pursuant to this section;
4. The issuer sold 421,971,825 shares during such fiscal year; and*
5. The 421,971,825 shares sold during such fiscal year were sold in reliance
upon registration pursuant to this section.
This Notice is accompanied by an opinion of counsel as prescribed by
paragraph(b)(1)(v) of Rule 24f-2. An additional filing fee as prescribed by
paragraph (c) of said Rule is not required since during the issuer's fiscal year
net redemptions exceeded sales.
Very truly yours,
Sharon K. Pappas
Secretary
*During such fiscal year the issuer sold 421,971,825 shares at an aggregate sale
price of $421,971,825 and redeemed 463,748,538 shares at an aggregate redemption
price of $463,748,538. None of the aggregate redemption price of such redeemed
securities has previously been applied by the issuer pursuant to Section 24e-
2(a) in filings made pursuant to Section 24(e)(1) of the Investment Company Act
of 1940. Since the shares redeemed during the issuer's fiscal year ended June
30, 1994 exceeded the shares sold, a filing fee as prescribed in Section 6(b) of
the Securities Act of 1933 is not required.
August 23, 1994
United Cash Management, Inc.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas 66202-9217
Dear Sir or Madam:
In connection with the public offering of shares of Capital Stock, par value
$0.01 per share, of United Cash Management, Inc. (the "Fund"), I have examined
such corporate records and documents and have made such further investigation
and examination as I deemed necessary for the purpose of this opinion.
It is my opinion that the 421,971,825 shares of Capital Stock of the Fund,
registration of which the Notice makes definite in number, were legally issued,
fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Rule 24f-2 Notice.
Very truly yours,
Rodney O. McWhinney
Attorney at Law
ROM:ss
