EATON VANCE MANAGEMENT
24 Federal Street
Boston, Massachusetts 02110
April 21, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Amended 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
hereby files this Amended Rule 24f-2 Notice, which replaces its
original filing date February 17, 1995.
(i) This Amended Rule 24f-2 Notice is being filed for the
fiscal year ended December 31, 1994 ("Fiscal Year").
(ii) No 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 Year.
(iii) 52,444,889 shares of the Fund were registered during the
fiscal year pursuant to Rule 24e-2.
(iv) 746,678,214 shares of the Fund were sold during the
fiscal year.
(v) 746,678,214 shares of the Fund were sold during the
fiscal year 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 there were excess redemptions over sales during the
fiscal year ended December 31, 1994.
<PAGE>
Amended 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 $746,678,214.00
Sold During Fiscal Year Pusuant to
Rule 24f-2.
Reduced by the Difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the
Fiscal Year $749,120,704.00
and
(2) Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $0.00
Equals $(2,442,490.00)
Any questions regarding the matter should be addressed to
Nicole Pecci, Eaton Vance Management, 24 Federal Street, Boston,
Massachusetts, 02110.
Sincerely,
Douglas C. Miller
Assistant Vice President
<PAGE>
OPINION OF COUNSEL
April 21, 1995
Eaton Vance Management
24 Federal Street
Boston, MA 02110
RE: Amended Rule 24f-2 Notice of
Eaton Vance Cash Management Fund
1933 Act File No. 2-52148
1940 Act File No. 811-2534
Gentlemen:
In connection with the filing of a Amended 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,
746,678,214 shares of the Fund sold in reliance upon said Rule
24f-2 during the fiscal year ended December 31, 1994 it is the
opinion of the undersigned that such shares were legally issued,
fully paid and nonassessable.
Sincerely,
Eaton Vance Management
H. Day Brigham, Jr.
Vice President and
Chairman of the Executive
Committee
Member of Massachusetts and
New York Bars
