EATON VANCE CASH MANAGEMENT FUND
24 Federal Street
Boston, MA 02110
(617) 482-8260
September 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for
Eaton Vance Cash Management Fund
1933 Act File No. 2-52148
1940 Act File No. 811-2534
In accordance with the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Eaton Vance Cash Management Fund (the "Fund") hereby files
its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the period from January
1, 1995 to August 31, 1995 ("Fiscal Period"). It is the intent of the Fund to
cease operations effective August 31, 1995, therefore this Notice serves to
terminate the Fund's election under Rule 24f-2.
(ii) 52,444,889 shares of the Fund which have been registered under
the Securities Act of 1933 (other than pursuant to Rule 24f-2) remained unsold
at the beginning of the Fiscal Period.
(iii) 2,732,490 shares of the Fund were registered during the Fiscal
Period pursuant to Rule 24e-2.
(iv) 374,049,546 shares of the Fund were sold during the Fiscal
Period.
(v) 374,049,546 shares of the Fund were sold during the Fiscal Period
in reliance upon the Declaration of the Fund pursuant to Rule 24f-2 which
registered an indefinite amount of securities. Attached to this Rule 24f-2
Notice, and made part hereof, is an opinion of counsel indicating that the
securities, the registration of which the Notice makes definite in number, were
legally issued, fully paid, and non-assessable by the Fund.
In accordance with subsection (c) of Rule 24f-2, no fee is required
since the excess of sales over redemptions during the Fiscal Period was less
than and was deducted from registrant's balance of definitively registered
shares.
<PAGE>
Rule 24f-2 Notice of Page 2
Eaton Vance Cash Management Fund
1933 Act File No. 2-52148
1940 Act File No. 811-2534
Aggregate Sale Price for Shares $ 374,049,546
Sold During Fiscal Period Pursuant to
Rule 24f-2.
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Period $ 359,182,964
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by the Trust Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ 14,866,582
------------
Equals $ 0
============
Any questions regarding the matter should be addressed to Nicole Pecci,
Eaton Vance Management, 24 Federal Street, Boston, Massachusetts 02110.
Sincerely,
Eaton Vance Cash Management Fund
/s/Douglas C. Miller
Douglas C. Miller
Assistant Treasurer
Enclosures (Opinion of Counsel)
<PAGE>
OPINION OF COUNSEL
September 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice of
Eaton Vance Cash Managment Fund
1933 Act File No. 2-52148
1940 Act File no. 811-2534
Gentlemen:
In connection with the filing of a Notice pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended, making definite the registration
under the Securities Act of 1933, 374,049,546 shares of the Fund sold in
reliance upon said Rule 24f-2 during the Fiscal period from January 1, 1995 to
August 31, 1995, it is the opinion of the undersigned that such shares were
legally issued, fully paid and nonassessable.
Sincerely,
Eaton Vance Management
/s/H. Day Brigham, Jr.
H. Day Brigham, Jr.
Vice President and
Chairman of the
Management Committee
Member of Massachusetts
and New York Bars
