FIRST INVESTORS CASH MANAGEMENT FUND INC, 485BPOS, 1995-04-24

FIRST INVESTORS CASH MANAGEMENT FUND INC
485BPOS, 1995-04-24

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<PAGE>

As filed with the Securities and Exchange Commission on April , 1995

Registration No. 2-62347
811-2860
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 22 X
-

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940

Amendment No. 22 X
-

----------

FIRST INVESTORS CASH MANAGEMENT FUND, INC.
(Exact name of Registrant as specified in charter)

Mr. Larry R. Lavoie
Secretary and General Counsel
First Investors Corporation
95 Wall Street
New York, New York 10005
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement

It is proposed that this filing will become effective on May 1, 1995 pursuant to
paragraph (b) of Rule 485.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite number of shares of common stock,
par value $.01 per share, under the Securities Act of 1933. Registrant filed a
Rule 24f-2 Notice for its fiscal year ending December 31, 1994 on February 21,
1995.

<PAGE>

FIRST INVESTORS CASH MANAGEMENT FUND, INC.
CROSS-REFERENCE SHEET

N-1A Item No. Location
- ------------- --------
PART A: PROSPECTUS

1. Cover Page. . . . . . . . . . . . . . . . Cover Page
2. Synopsis. . . . . . . . . . . . . . . . . Fee Table
3. Condensed Financial Information . . . . . Financial Highlights
4. General Description of Registrant . . . . Investment Objectives and
Policies; General Information
5. Management of the Fund. . . . . . . . . . Management
5A. Management's Discussion of
Fund Performance . . . . . . . . . . . . Performance Information
6. Capital Stock and Other Securities. . . . Description of Shares;
Dividends; Taxes; Determination
of Net Asset Value
7. Purchase of Securities Being Offered. . . How to Buy Shares
8. Redemption or Repurchase. . . . . . . . . How to Exchange Shares; How to
Redeem Shares; Telephone
Transactions
9. Pending Legal Proceedings . . . . . . . . Management

PART B: STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page. . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . General Information
13. Investment Objectives and Policies. . . . Investment Policies; Investment
Restrictions
14. Management of the Fund. . . . . . . . . . Directors and Officers
15. Control Persons and Principal
Holders of Securities. . . . . . . . . . Not Applicable
16. Investment Advisory and Other Services. . Management
17. Brokerage Allocation. . . . . . . . . . . Allocation of Portfolio
Transactions
18. Capital Stock and Other Securities. . . . Determination of Net Asset
Value; Daily Dividends
19. Purchase, Redemption and Pricing
of Securities Being Offered. . . . . . . Additional Exchange and
Redemption Information and Other
Services; Determination of Net
Asset Value
<PAGE>

N-1A Item No. Location
- ------------- --------

20. Tax Status. . . . . . . . . . . . . . . . Taxes
21. Underwriters. . . . . . . . . . . . . . . Underwriter
22. Performance Data. . . . . . . . . . . . . Performance Information
23. Financial Statements. . . . . . . . . . . Financial Statements; Report of
Independent Accountants

PART C: OTHER INFORMATION

Information required to be included in Part C is set forth under
the appropriate item so numbered, in Part C hereof.

<PAGE>

FIRST INVESTORS CASH MANAGEMENT FUND, INC.

FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.

95 Wall Street, New York, New York 10005/1-800-423-4026

This is a Prospectus for FIRST INVESTORS CASH MANAGEMENT FUND, INC. ("CASH
MANAGEMENT FUND") and FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC. ("TAX-
EXEMPT MONEY MARKET FUND") (each a "Fund"), each of which is an open-end
diversified management investment company. Each Fund sells two classes of
shares. Investors may select Class A or Class B shares. THIS PROSPECTUS
RELATES ONLY TO CLASS B SHARES.

CASH MANAGEMENT FUND seeks to earn a high rate of current income consistent
with the preservation of capital and maintenance of liquidity. This Fund
invests primarily in high quality money market obligations, including securities
issued or guaranteed by the U.S. Government or its agencies and
instrumentalities, bank obligations and high-grade corporate instruments.

TAX-EXEMPT MONEY MARKET FUND seeks to earn a high rate of current income
exempt from Federal income tax and, for non-corporate shareholders, the Federal
alternative minimum tax, consistent with the preservation of capital and
maintenance of liquidity. This Fund invests primarily in high-grade, short-term
tax-exempt obligations issued by state and municipal governments and by public
authorities.

EACH FUND IS A MONEY MARKET FUND AND SEEKS TO MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE. HOWEVER, THERE CAN BE NO ASSURANCE THAT EITHER FUND
WILL BE ABLE TO DO SO OR TO ACHIEVE ITS INVESTMENT OBJECTIVE. AN INVESTMENT IN
EITHER FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT.

This Prospectus sets forth concisely the information about each of the
Funds that a prospective investor should know before investing and should be
retained for future reference. First Investors Management Company, Inc.
("FIMCO" or "Adviser") serves as investment adviser to each Fund and First
Investors Corporation ("FIC" or "Underwriter") serves as distributor of each
Fund's shares. A Statement of Additional Information ("SAI"), dated May 1, 1995
(which is incorporated by reference herein), has been filed with the Securities
and Exchange Commission. The SAI is available at no charge upon request to the
Funds at the address or telephone number indicated above.

AN INVESTMENT IN THESE SECURITIES IS NOT A DEPOSIT OR OBLIGATION OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK AND IS NOT FEDERALLY INSURED OR PROTECTED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER GOVERNMENT AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
CRIMINAL OFFENSE.

The date of this Prospectus is May 1, 1995

<PAGE>

FEE TABLE

The following table is intended to assist investors in understanding the
expenses associated with investing in each class of shares of a Fund. Shares of
either Fund issued prior to January 12, 1995 have been designated as Class A
shares.

SHAREHOLDER TRANSACTION EXPENSES

Class A Class B
Shares Shares
--------- --------
<S> <C> <C>

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) . . . . . . . . . . . . . . . . None None
Deferred Sales Load
(as a percentage of the lower of original purchase. . . . . . . . .
price or redemption proceeds) . . . . . . . . . . . . . . . . . . . None 4% in the first year;
declining to 0% after
the sixth year

Exchange Fee*. . . . . . . . . . . . . . . . . . . . . . . . . . . . . None None

</TABLE>

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Tax-Exempt
Cash Management Fund Money Market Fund
--------------------- ---------------------
Class A Class B(1) Class A Class B(1)
Shares Shares Shares Shares
-------- ------- -------- -------
<S> <C> <C> <C> <C>

Management Fees(2) 0.30%+ 0.30%+ 0.35%+ 0.35%+
12b-1 Fees(3) None 0.75+ None 0.75+
Other Expenses(4) 0.40%+ 0.40+ 0.35%+ 0.35+
Total Fund Operating Expenses(5) 0.70%+ 1.45+ 0.70%+ 1.45+

- ---------------
<FN>
* Although there is a $5.00 exchange fee for exchanges into a Fund, this fee
is being assumed by that Fund for a minimum period ending December 31,
1995. Each Fund reserves the right to change or suspend this privilege
after December 31, 1995. See "How to Exchange Shares."
+ Net of waiver and/or reimbursement.
(1) Since Class B shares were not issued during each Fund's prior fiscal year,
Other Expenses and Total Fund Operating Expenses are based on estimated
amounts for the fiscal year ending December 31, 1995.
(2) Management Fees have been restated. The Adviser will waive any Management
Fees in excess of 0.30% for CASH MANAGEMENT FUND and 0.35% for TAX-EXEMPT
MONEY MARKET FUND for a minimum period ending December 31, 1995.
Otherwise, such fees would be 0.50% for each Fund.
(3) With respect to Class B shares, the Underwriter will waive 12b-1 Fees in
excess of 0.75% for a minimum period ending December 31, 1995. Otherwise,
such fees would be 1.00% for each Fund.
(4) The Adviser will reimburse Other Expenses for each class of shares of CASH
MANAGEMENT FUND in excess of 0.40% and for each class of shares of TAX-
EXEMPT MONEY MARKET FUND in excess of 0.35% for a minimum period ending
December 31, 1995. Otherwise, Other Expenses

<PAGE>

for Class A shares would be and for Class B shares are estimated to be as
follows: CASH MANAGEMENT FUND - 0.65% and TAX-EXEMPT MONEY MARKET FUND -
0.52%.
(5) If certain fees and expenses were not waived or reimbursed, Total Fund
Operating Expenses for Class A shares would have been 1.15% for CASH
MANAGEMENT FUND and 1.02% for TAX-EXEMPT MONEY MARKET FUND and for Class B
shares are estimated to be 2.15% for CASH MANAGEMENT FUND and 2.02% for
TAX-EXEMPT MONEY MARKET FUND.

</TABLE>

For a more complete description of the various costs and expenses, see "How
to Exchange Shares," "How to Redeem Shares" and "Management."

The Example below is based on Class A expense data for each Fund's fiscal
year ended December 31, 1994, except that certain Operating Expenses have been
restated as noted above. Expenses data for Class B shares of each Fund has been
estimated because the shares were not issued during this period.

EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period:

ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
CASH MANAGEMENT FUND
Class A. . . . . . . . . . . . . . $ 7 $22 $39 $87
Class B. . . . . . . . . . . . . . 55 76 99 153

TAX-EXEMPT MONEY MARKET FUND
Class A. . . . . . . . . . . . . . 7 22 39 87
Class B. . . . . . . . . . . . . . 55 76 99 153

You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) no redemption at the end of each time period:

ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
CASH MANAGEMENT FUND
Class A. . . . . . . . . . . . . . $ 7 $22 $39 $87
Class B. . . . . . . . . . . . . . 15 46 79 153

TAX-EXEMPT MONEY MARKET FUND
Class A. . . . . . . . . . . . . . 7 22 39 87
Class B. . . . . . . . . . . . . . 55 46 79 153

THE EXPENSES IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION BY
THE FUNDS OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES IN FUTURE YEARS MAY BE
GREATER OR LESS THAN THOSE SHOWN.

<PAGE>

FINANCIAL HIGHLIGHTS

The following table sets forth the per share operating performance data for
a share of capital stock outstanding, total return, ratios to average net assets
and other supplemental data for each year indicated. Financial highlights are
not presented for Class B shares since no shares of that class were outstanding
during these periods. The table has been derived from financial statements
which have been examined by Tait, Weller & Baker, independent certified public
accountants, whose report thereon appears in the SAI. This information should
be read in conjunction with the Financial Statements and Notes thereto, which
also appear in the SAI, available at no charge upon request to the Funds.

CLASS A SHARES
-----------------------------------------------------------------------------------------------------------------------
PER SHARE DATA RATIOS/SUPPLEMENTAL DATA
---------------------------------------- ----------------------------------------------------------------
RATIO TO AVERAGE
NET ASSETS
RATIO TO PRIOR TO WAIVER
AVERAGE NET ASSETS+ OF FEES
--------------------- -----------------------

NET ASSET
VALUE DIVIDENDS NET ASSETS, NET
(UNCHANGED NET FROM NET TOTAL END OF NET INVESTMENT
DURING EACH INVESTMENT INVESTMENT RETURN YEAR EXPENSES INVESTMENT EXPENSES INCOME
YEAR) INCOME INCOME (%) (THOUSANDS) (%) INCOME(%) (%) (%)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

FIRST INVESTORS CASH MANAGEMENT FUND, INC.
1985 $1.00 $.073 $.073 7.54 $332,772 .95 7.30 N/A N/A
1986 1.00 .058 .058 5.92 251,041 1.07 5.81 N/A N/A
1987 1.00 .058 .058 6.01 218,099 .98 5.84 1.02 5.80
1988 1.00 .068 .068 7.03 222,715 .85 6.83 .95 6.73
1989 1.00 .085 .085 8.80 335,678 .84 8.44 .96 8.32
1990 1.00 .074 .074 7.71 372,081 .86 7.45 .96 7.35
1991 1.00 .052 .052 5.35 217,150 .94 5.33 1.13 5.14
1992 1.00 .030 .030 3.03 150,895 .87 3.02 1.16 2.72
1993 1.00 .025 .025 2.57 127,178 .70 2.54 1.15 2.09
1994 1.00 .036 .036 3.69 128,495 .70 3.72 1.15 3.26

FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.
1985 $1.00 $.047 $.047 4.78 $35,562 .67 4.67 .75 4.60
1986 1.00 .041 .041 4.15 47,838 .77 4.02 N/A N/A
1987 1.00 .039 .039 4.01 40,106 .76 3.92 N/A N/A
1988 1.00 .046 .046 4.68 39,467 .75 4.59 N/A N/A
1989 1.00 .055 .055 5.67 36,736 .81 5.52 N/A N/A
1990 1.00 .052 .052 5.31 40,745 .80 5.19 N/A N/A
1991 1.00 .038 .038 3.87 31,157 .94 3.83 1.02 3.74
1992 1.00 .023 .023 2.36 25,399 .95 2.33 1.05 2.23
1993 1.00 .018 .018 1.85 23,857 .70 1.83 .92 1.61
1994 1.00 .022 .022 2.24 26,424 .70 2.24 1.02 1.92

<FN>
+ Net of fees waived by the investment adviser and the transfer agent.

</TABLE>

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of CASH MANAGEMENT FUND is to earn a high rate of
current income consistent with the preservation of capital and maintenance of
liquidity. The investment objective of TAX-EXEMPT MONEY MARKET FUND is to earn
a high rate of current income exempt from Federal income tax and, for non-
corporate shareholders, the Federal alternative minimum tax, consistent with the
preservation of capital and maintenance of liquidity. The Funds generally can
invest only in securities that mature within 397 days from the date of purchase.
In addition, each Fund maintains a dollar-weighted average portfolio maturity of
90 days or less. There is no assurance that either Fund will be able to achieve
its investment objective.

In managing each Fund's investment portfolio, the Adviser may employ
various professional money management techniques in order to respond to changing
economic and money market conditions and to shifts in fiscal and monetary
policy. These techniques include varying the composition and the average-
weighted maturity of each Fund's portfolio based upon the Adviser's assessment
of the relative values of various money market instruments and future interest
rate patterns. The Adviser also may seek to improve a Fund's yield by
purchasing or selling securities to take advantage of yield disparities among
money market instruments that regularly occur in the money market.

In periods of declining interest rates, each Fund's yield will tend to be
somewhat higher than prevailing market rates, and in periods of rising interest
rates the opposite will be true. Also, when interest rates are falling, net
cash inflows from the continuous sale of a Fund's shares likely will be invested
in portfolio instruments producing lower yields than the balance of the Fund's
portfolio, thereby reducing the Fund's yield. In periods of rising interest
rates, the opposite may be true.

CASH MANAGEMENT FUND

CASH MANAGEMENT FUND invests primarily in (1) high quality marketable
securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities, (2) bank certificates of deposit,
bankers' acceptances, time deposits and other short-term obligations issued by
banks and (3) prime commercial paper and high quality, U.S. dollar denominated
short-term corporate bonds and notes. The U.S. Government securities in which
the Fund may invest include a variety of U.S. Treasury securities that differ in
their interest rates, maturities and dates of issue. Securities issued or
guaranteed by agencies or instrumentalities of the U.S. Government may be
supported by the full faith and credit of the United States or by the right of
the issuer to borrow from the U.S. Treasury. See the SAI for additional
information on U.S. Government securities. The Fund may invest in domestic bank
certificates of deposit (insured up to $100,000) and bankers' acceptances (not
insured) issued by domestic banks and savings institutions which are insured by
the Federal Deposit Insurance Corporation ("FDIC") and that have total assets
exceeding $500 million. The Fund also may invest in certificates of deposit
issued by London branches of domestic or foreign banks ("Eurodollar CDs"). The
Fund may invest in time deposits and other short-term obligations, including
uninsured, direct obligations bearing fixed, floating or variable interest
rates, issued by domestic banks, foreign branches of domestic banks, foreign
subsidiaries of domestic banks and domestic and foreign branches of foreign
banks. The Fund also may invest in repurchase agreements with banks that are
members of the Federal Reserve System or securities dealers that are members of
a national securities exchange or are market makers in U.S. Government
securities, and, in either case, only where the debt instrument subject to the
repurchase agreement is a U.S.

<PAGE>

Treasury or agency obligation. Repurchase agreements maturing in over 7 days
are deemed illiquid securities, and can constitute no more than 10% of the
Fund's net assets. See "Description of Certain Securities, Other Investment
Policies and Risk Factors" for additional information on repurchase agreements.

CASH MANAGEMENT FUND also may purchase high quality, U.S. dollar
denominated short-term bonds and notes, including variable rate and master
demand notes issued by domestic and foreign corporations (including banks).
Floating and variable rate demand notes and bonds permit the Fund, as the
holder, to demand payment of principal at any time, or at specified intervals
not exceeding 397 days, in each case upon not more than 30 days' notice. The
Fund may borrow money for temporary or emergency purposes in amounts not
exceeding 5% of its total assets. When market conditions warrant, the Fund may
purchase short-term, high quality fixed and variable rate instruments issued by
state and municipal governments and by public authorities ("Municipal
Instruments"). See "Description of Certain Securities, Other Investment
Policies and Risk Factors" for additional information concerning these
securities.

CASH MANAGEMENT FUND may purchase only obligations that (1) the Adviser
determines present minimal credit risks based on procedures adopted by the
Fund's Board of Directors, and (2) are either (a) rated in one of the top two
rating categories by at least two nationally recognized statistical rating
organizations ("NRSROs") (or one, if only one rated the security) or (b) unrated
securities that the Adviser determines are of comparable quality. Securities
qualify as being in the top rating category ("First Tier Securities") if at
least two NRSROs (or one, if only one rated the security) have given it the
highest rating. If only one NRSRO has rated a security, or it is unrated, the
acquisition of that security must be approved or ratified by the Fund's Board of
Directors. The Fund's purchases of commercial paper are limited to First Tier
Securities. The Fund may not invest more than 5% of its total assets in
securities rated in the second highest rating category ("Second Tier
Securities"). Investments in Second Tier Securities of any one issuer are
limited to the greater of 1% of the Fund's total assets or $1 million. The Fund
generally may invest no more than 5% of its total assets in the securities of a
single issuer (other than securities issued by the U.S. Government, its agencies
or instrumentalities).

TAX-EXEMPT MONEY MARKET FUND

TAX-EXEMPT MONEY MARKET FUND invests primarily in Municipal Instruments.
The Fund may purchase only Municipal Instruments that (1) the Adviser determines
present minimal credit risks based on procedures adopted by the Fund's Board of
Directors, and (2) are either (a) rated in one of the top two rating categories
by at least two NRSROs (or one, if only one rated the security) or (b) unrated
securities that the Adviser determines are of comparable quality. While the
Fund seeks to provide a high level of interest income that is exempt from
Federal income tax, up to 20% of the Fund's total assets may be invested in high
quality fixed-income obligations, the interest on which is subject to Federal
income tax. See "Description of Certain Securities, Other Investment Policies
and Risk Factors--Municipal Instruments" for additional information concerning
these securities.

TAX-EXEMPT MONEY MARKET FUND may invest without limit in securities that
are related to each other in such a fashion that economic, political or business
changes or developments would affect more than one security in the Fund's
investment portfolio. Securities or instruments of issuers in the same state or
involved in the same business, or interest paid from similar sources of tax

<PAGE>

revenues, are examples of the factors that might have an effect on more than one
instrument purchased by the Fund. The Fund may invest up to 5% of its net
assets in securities issued on a when-issued or delayed delivery basis, that is,
for delivery to the Fund later than the normal settlement date for most
securities, at a stated price and yield. See the SAI for more information
concerning when-issued and delayed delivery securities. The Fund may borrow
money for temporary or emergency purposes in amounts not exceeding 5% of its
total assets.

GENERAL. Each Fund's investment objective and certain investment policies
set forth in the SAI that are designated fundamental policies may not be changed
without shareholder approval. There can be no assurance that either Fund will
achieve its investment objective.

DESCRIPTION OF CERTAIN SECURITIES, OTHER INVESTMENT POLICIES AND RISK FACTORS

BANKERS' ACCEPTANCES. Each Fund may invest in bankers' acceptances.
Bankers' acceptances are short-term credit instruments used to finance
commercial transactions. Generally, an acceptance is a time draft drawn on a
bank by an exporter or importer to obtain a stated amount of funds to pay for
specific merchandise. The draft is then "accepted" by a bank that, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
asset or it may be sold in the secondary market at the going rate of interest
for a specific maturity. Although maturities for acceptances can be as long as
270 days, most acceptances have maturities of six months or less.

CERTIFICATES OF DEPOSIT. Each Fund may invest in bank certificates of
deposit ("CDs"). The FDIC is an agency of the U.S. Government which insures the
deposits of certain banks and savings and loan associations up to $100,000 per
deposit. The interest on such deposits may not be insured if this limit is
exceeded. Current Federal regulations also permit such institutions to issue
insured negotiable CDs in amounts of $100,000 or more, without regard to the
interest rate ceilings on other deposits. To remain fully insured, these
investments currently must be limited to $100,000 per insured bank or savings
and loan association.

COMMERCIAL PAPER. Commercial paper is a promissory note issued by a
corporation to finance short-term credit needs which may either be unsecured or
backed by a letter of credit. Commercial paper includes notes, drafts or
similar instruments payable on demand or having a maturity at the time of
issuance not exceeding nine months, exclusive of days of grace or any renewal
thereof. See Appendix A to the SAI for a description of commercial paper
ratings.

EURODOLLAR CERTIFICATES OF DEPOSIT. Each Fund may invest in Eurodollar
CDs, which are issued by London branches of domestic or foreign banks. Such
securities involve risks that differ from certificates of deposit issued by
domestic branches of U.S. banks. These risks include future political and
economic developments, the possible imposition of United Kingdom withholding
taxes on interest income payable on the securities, the possible establishment
of exchange controls, the possible seizure or nationalization of foreign
deposits or the adoption of other foreign governmental restrictions that might
adversely affect the payment of principal and interest on such securities.

MUNICIPAL INSTRUMENTS. As used in this Prospectus and in the SAI,
Municipal Instruments include the following instruments and related
participation interests: (1) municipal bonds; (2) municipal commercial paper;
(3) municipal notes; (4) private activity bonds or industrial development bonds;
(5) put bonds; and (6) variable rate demand instruments.

<PAGE>

Some Municipal Instruments issued by Federal instrumentalities are not
backed by the full faith and credit of the U.S. Government. However, each Fund
deems any Municipal Instrument backed directly, or indirectly through insurance
or any other arrangement, or by the full faith and credit of the U.S.
Government, to be a high-grade Municipal Instrument for the Fund's purposes.
Where advisable, to ensure that each Fund's investments are all high-grade, that
Fund will require Municipal Instruments to be supported by a standby letter of
credit or a similar obligation of a creditworthy financial institution.

MUNICIPAL BONDS. Municipal bonds are debt obligations that generally are
issued to obtain funds for various public purposes and have a time to maturity,
at issuance, of more than one year. The two principal classifications of
municipal bonds are "general obligation" and "revenue" bonds. General
obligation bonds are secured by the issuer's pledge of its full faith and credit
for the payment of principal and interest. Revenue bonds generally are payable
only from revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special tax or other specific revenue
source. There are variations in the security of municipal bonds, both within a
particular classification and between classifications, depending on numerous
factors. The yields on municipal bonds depend on, among other things, general
money market conditions, the condition of the municipal bond market, the size of
a particular offering, the maturity of the obligation and the rating of the
issuer. Generally, the value of municpal bonds varies inversely to changes in
interest rates. See Appendix B to the SAI for a description of municipal bond
ratings.

MUNICIPAL COMMERCIAL PAPER. Issues of municipal commercial paper are
short-term unsecured negotiable promissory notes. Municipal commercial paper is
issued usually to meet temporary capital needs of the issuer or to serve as a
source of temporary construction financing. These obligations are paid from
general revenues of the issuer or are refinanced with long-term debt. See
Appendix A to the SAI for a description of municipal commercial paper ratings.

MUNICIPAL NOTES. Municipal notes are principally tax anticipation notes,
bond anticipation notes, revenue anticipation notes and project notes. These
obligations are sold by an issuer prior to the occurrence of another revenue
producing event to bridge a financial gap for such issuer. Municipal notes are
usually general obligations of the issuing municipality. Project notes are
issued by housing agencies, but are guaranteed by the U.S. Department of Housing
and Urban Development and are secured by the full faith and credit of the United
States. See Appendix C to the SAI for a description of municipal note ratings.

PRIVATE ACTIVITY BONDS OR INDUSTRIAL DEVELOPMENT BONDS. Certain types of
revenue bonds, referred to as private activity bonds ("PABs") or industrial
development bonds ("IDBs") are issued by or on behalf of public authorities to
obtain funds to provide various privately operated facilities, such as airports
or mass transportation facilities. Most PABs and IDBs are pure revenue bonds
and are not backed by the taxing power of the issuing agency or authority. See
"Taxes" in the SAI for a discussion of special tax consequences to "substantial
users," or persons related thereto, of facilities financed by PABs or IDBs.

PUT BONDS. A "put bond" is a municipal bond that gives the holder the
unconditional right to sell the bond back to the issuer at a specified price and
exercise date, which is typically well in advance of the bond's maturity date.
Each Fund may invest in multi-modal put (or tender option) bonds. A tender
option bond generally allows the underwriter or issuer, at its discretion over
the life of the indenture, to convert the bond into one of several enumerated
types of securities or

<PAGE>

"modes" upon 30 days' notice to holders. Within that 30 days, holders must
either submit the existing security to the paying agent to receive the new
security, or put back the security and receive principal and interest accrued up
to that time. TAX-EXEMPT MONEY MARKET FUND will only invest in put bonds as to
which it can exercise the put feature on not more than 7 days' notice if there
is no secondary market available for these obligations.

VARIABLE RATE DEMAND INSTRUMENTS. Each Fund may invest in Variable Rate
Demand Instruments ("VRDIs"). VRDIs generally are revenue bonds, issued
primarily by or on behalf of public authorities, and are not backed by the
taxing power of the issuing authority. The interest on VRDIs is adjusted
periodically, and the holder of a VRDI can demand payment of all unpaid
principal plus accrued interest from the issuer on not more than seven calendar
days' notice. An unrated VRDI purchased by the Fund must be backed by a standby
letter of credit of a creditworthy financial institution or a similar obligation
of at least equal quality. Each Fund periodically reevaluates the credit risks
of such unrated instruments. There is a recognized after-market for VRDIs.

VRDIs may include instruments where adjustments to interest rates are
limited either by state law or the instruments themselves. As a result, these
instruments may experience greater changes in value than would otherwise be the
case. The maturity of VRDIs is deemed to be the longer of the (a) demand period
or (b) time remaining until the next adjustment to the interest rate thereon,
regardless of the stated maturity on the instrument. Benefits of investing in
VRDIs may include reduced risk of capital depreciation and increased yield when
market interest rates rise. However, owners of such instruments forego the
opportunity for capital appreciation when market interest rates fall. See the
SAI for more information concerning VRDIs.

PARTICIPATION INTERESTS. Each Fund may acquire any eligible Municipal
Instrument in the form of a participation interest. Under such an arrangement,
the Fund acquires as much as a 100% interest in a Municipal Instrument held by a
bank or other financial institution at a negotiated yield to the Fund. Banks or
other financial institutions may retain a fee, amounting to the excess of
interest paid on an instrument over the negotiated yield to the Fund, for
issuing participation interests to the Fund. Each Fund will acquire written
participation interests in Municipal Instruments only if they are issued by
banks or other financial institutions which, in the Adviser's opinion, present
minimal credit risk to the Fund. Participation interests may be accompanied by
a standby commitment by the bank or other financial institution to repurchase
the participations at the option of the Fund. Each Fund purchases such
participations only if the issuer has a private letter ruling or an opinion of
its counsel that interest on participations in Municipal Instruments for which
standby commitments have been issued is exempt from Federal income taxation.
Participations that are not accompanied by a standby commitment may not be
liquid assets. See "Restricted and Illiquid Securities." CASH MANAGEMENT FUND
will only purchase participations accompanied by a standby commitment.

REPURCHASE AGREEMENTS. Repurchase agreements are transactions in which a
Fund purchases securities from a bank or recognized securities dealer and
simultaneously commits to resell the securities to the bank or dealer at an
agreed-upon date and price reflecting a market rate of interest unrelated to the
coupon rate or maturity of the purchased securities. Each Fund's risk is
limited to the ability of the seller to repurchase the securities at the agreed-
upon price upon the delivery date. See the SAI for more information regarding
repurchase agreements.

<PAGE>

RESTRICTED AND ILLIQUID SECURITIES. CASH MANAGEMENT FUND may invest up to
10% of its net assets in illiquid securities, including (1) securities that are
illiquid due to the absence of a readily available market or due to legal or
contractual restrictions on resale or (2) repurchase agreements maturing in more
than seven days. However, illiquid securities for purposes of this limitation
do not include securities eligible for resale under Rule 144A of the Securities
Act of 1933, as amended ("1933 Act"), which the Fund's Board of Directors or
Adviser has determined are liquid under Board-approved guidelines. See the SAI
for more information regarding restricted and illiquid securities.

STANDBY COMMITMENTS. Each Fund may acquire standby commitments from banks
with respect to the Fund's simultaneous purchases of Municipal Instruments.
Under this arrangement, a bank agrees to buy a particular Municipal Instrument
from the Fund at a specified price at the Fund's option. A standby commitment
will be secured by the value of the underlying Municipal Instruments for which
the commitment is issued. Standby commitments are acquired solely to provide
the Fund with the requisite liquidity to meet large redemptions. Upon the
exercise of a standby commitment, the Fund tenders the Municipal Instrument to
the issuer of the commitment and normally the Fund receives in return the
purchase price of the Municipal Instrument, adjusted to reflect any amortized
market premium or original issue discount with the interest thereon. Because
each Fund values its portfolio at amortized cost, the amount payable by a bank
under a standby commitment is almost, if not precisely, equal to the Fund's
value of such Municipal Instrument. Standby commitments are subject to certain
risks, including the issuer's inability to pay for the Municipal Instruments
when the commitment is exercised, their lack of marketability, the variance
between maturities on the commitment and the Municipal Instrument for which it
was issued, and the lack of familiarity with standby commitments in the
marketplace. See the SAI for more information concerning standby commitments.

TIME DEPOSITS. Each Fund may invest in time deposits. Time deposits are
non-negotiable deposits maintained in a banking institution for a specified
period of time at a stated interest rate. For the most part, time deposits which
may be held by each Fund would not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
FDIC.

VARIABLE RATE AND FLOATING RATE NOTES. Each Fund may invest in variable
rate and floating rate notes. Issuers of such notes include corporations,
banks, broker-dealers and finance companies. Variable rate notes include master
demand notes which are obligations permitting the holder to invest fluctuating
amounts, which may change daily without penalty, pursuant to direct arrangements
between the Fund, as lender, and the borrower. The interest rates on these notes
fluctuate from time to time. The issuer of such obligations normally has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligations plus accrued interest upon a
specified number of days' notice to the holders of such obligations.

The interest rate on a floating rate obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically each time such
rate is adjusted. The interest rate on a variable rate obligation is adjusted
automatically at specified intervals. Frequently, such obligations are secured
by letters of credit or other credit support arrangements provided by banks.
Because these obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be traded,
and there is generally no established secondary market for these obligations,
although they are redeemable at face value. Accordingly,

<PAGE>

where these obligations are not secured by letters of credit or other credit
support arrangements, the right of the Fund to redeem is dependent on the
ability of the borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies. Each Fund will
invest in obligations which are unrated only if the Adviser determines that, at
the time of investment, the obligations are of comparable quality to the other
obligations in which the Fund may invest. The Adviser, on behalf of each Fund,
will consider on an ongoing basis the creditworthiness of the issuers of the
floating and variable rate obligations in the Fund's portfolio.

HOW TO INVEST

Class B shares of the Funds may be acquired only through an exchange of
Class B shares from another Eligible Fund, as defined below, or through the
payment of dividends on Class B shares. DIRECT PURCHASES OF CLASS B SHARES WILL
NOT BE ACCEPTED. The minimum initial investment by exchange to establish a new
account in Class B shares is $1,000. There is no minimum on subsequent
investments. Class B shares of a Fund will be purchased for your account at the
net asset value on any day the New York Stock Exchange ("NYSE") and the Federal
Reserve Bank are open ("Trading Day"). Class B shares may be subject to a
contingent deferred sales charge ("CDSC") upon redemption. See "How to Sell
Shares." Orders received by the Fund's transfer agent, Administrative Data
Management Corp. ("Transfer Agent") on a Trading Day prior to 12:00 noon, New
York City time will be credited to your account on that Trading Day. Orders
received after that time will be credited to your account the morning of the
following Trading Day.

ELIGIBLE FUNDS. Shares of all the funds and/or series in the First
Investors family of funds, except as noted below, are eligible to participate in
certain shareholder privileges noted in this Prospectus and the SAI (singularly,
"Eligible Fund" and, collectively, "Eligible Funds"). Class B shares of the
Funds are deemed to be Eligible Funds. Shares of First Investors Special Bond
Fund, Inc., Executive Investors Trust, First Investors Life Series Fund and
First Investors U.S. Government Plus Fund are not deemed to be Eligible Funds.

RETIREMENT PLANS. You may invest in shares of CASH MANAGEMENT FUND through
an IRA, SEP, SARSEP or any retirement plan.

GENERAL. From time to time, the Underwriter also will pay, through
additional reallowances or other sources, a bonus or other compensation to
unaffiliated broker-dealers ("Dealers") which employ a registered representative
("Dealer Representative") who sells a minimum dollar amount of the shares of the
Funds and/or certain other First Investors or Executive Investors funds during a
specific period of time. Such bonus or other compensation may take the form of
reimbursement of certain seminar expenses, co-operative advertising, or payment
for travel expenses, including lodging incurred in connection with trips taken
by qualifying Dealer Representatives to the Underwriter's principal office in
New York City.

HOW TO EXCHANGE SHARES

Should your investment needs change, Class B shares of the Funds may be
exchanged for shares of the same class of any other Eligible Fund at net asset
value. Exchanges can only be made into accounts registered to identical owners.
If your exchange is into a new account, it must meet the minimum investment and
other requirements of the fund into which the exchange is being made.
Additionally, the fund must be available for sale in the state where you reside.
A $5.00 exchange

<PAGE>

fee is charged for each exchange. However, currently this fee is being
voluntarily borne by the fund into which you are making the exchange and, thus,
that fund's shareholders are bearing the fee ratably. Before exchanging Fund
shares for shares of another fund, you should read the Prospectus of the fund
into which the exchange is to be made. You may obtain Prospectuses and
information with respect to which funds qualify for the exchange privilege free
of charge by calling Shareholder Services at 1-800-423-4026. Exchange requests
may be made in writing or by telephone (for shares held on deposit only) if
telephone privileges were elected on your application. Exchange instructions
received in "good order" by the Transfer Agent by 12:00 noon, New York City
time, on a Trading Day will be processed on that Trading Day; exchange requests
received after that time will be processed the following Trading Day.

EXCHANGES BY MAIL. To exchange shares by mail, you should mail requests to
Administrative Data Management Corp., at 10 Woodbridge Center Drive, Woodbridge,
NJ 07095. Shares will be exchanged after the request is received in "good
order" by the Transfer Agent. "Good order" means that exchange requests must
state the names of the funds, account numbers (if existing accounts), the dollar
amount, number of shares or percentage of the account you wish to exchange and
must be signed by all registered owners exactly as the account is registered.
If information is missing, your request is ambiguous or the value of your
account is less than the amount indicated on your request, the exchange will not
be processed. The Transfer Agent will seek additional information from you and
process the exchange on the Trading Day it receives such information. Signature
guarantees may be required to process certain exchange requests. See "How to
Redeem Shares--Signature Guarantees."

EXCHANGES BY TELEPHONE. See "Telephone Transactions" for instructions on
making exchanges by telephone.

ADDITIONAL EXCHANGE INFORMATION. Exchanges should be made for investment
purposes only. A pattern of frequent exchanges may be contrary to the best
interests of each Fund's other shareholders. Accordingly, each Fund has the
right, at its sole discretion, to limit the amount of an exchange, reject an
exchange, or, upon 60 days' notice, materially modify or discontinue the
exchange privilege. Each Fund will consider all relevant factors in determining
whether a particular frequency of exchanges is contrary to the best interests of
that Fund and its other shareholders. Any such restriction will be made by a
Fund on a prospective basis only, upon notice to the shareholder not later than
ten days following such shareholder's most recent exchange.

HOW TO REDEEM SHARES

You may redeem your Fund shares on any Trading Day directly through the
Transfer Agent. Your First Investors registered representative ("FIC
Representative") or Dealer Representative (collectively, "Representative") may
help you with this transaction. Shares may be redeemed by mail or telephone or
by wire to a pre-designated account at a financial institution. Redemption
requests received in "good order" by the Transfer Agent before 12:00 noon, New
York City time, on a Trading Day will be processed on that Trading Day;
redemption requests received after that time will be processed on the following
Trading Day. Upon receipt of your redemption request in good order, payment
will be made within seven days.

A CDSC is imposed upon most redemptions of Class B shares at the rates set
forth below:

<PAGE>

CONTINGENT DEFERRED SALES CHARGE
YEAR SINCE PURCHASE AS A PERCENTAGE OF DOLLARS INVESTED
PAYMENT MADE OR REDEMPTION PROCEEDS
------------------- -----------------------------------
First. . . . . . . . . . . . 4%
Second . . . . . . . . . . . 4
Third. . . . . . . . . . . . 3
Fourth . . . . . . . . . . . 3
Fifth. . . . . . . . . . . . 2
Sixth. . . . . . . . . . . . 1
Seventh and thereafter . . . 0

The CDSC will not be imposed on (1) the redemption of Class B shares
acquired as dividends or other distributions, or (2) any increase in the net
asset value of redeemed shares above their initial purchase price (in other
words, the CDSC will be imposed on the lower of net asset value or purchase
price). In determining whether a CDSC is payable on any redemption, it will be
assumed that the redemption is made first of any Class B shares acquired as
dividends or distributions, second of Class B shares that have been held for a
sufficient period of time such that the CDSC no longer is applicable to such
shares and finally of Class B shares held longest during the period of time that
a CDSC is applicable to such shares. This will result in your paying the lowest
possible CDSC.

The holding period of Class B shares of a Fund acquired through an exchange
will commence on the first business day of the month in which the Class B shares
were initially purchased in the other fund for purposes of determining (a) the
applicable CDSC upon redemption and (b) the date on which Class B shares
automatically convert to Class B shares. The CDSC imposed on the purchase of
Class B shares will be waived under certain circumstances. See "Waivers of CDSC
on Class B Shares" in the SAI.

CONVERSION OF CLASS B SHARES. A shareholder's Class B shares of a Fund
will automatically convert to Class A shares of that Fund approximately eight
years after the date of purchase, together with a pro rata portion of all Class
B shares representing dividends and other distributions paid in additional Class
B shares. The Class B shares so converted will no longer be subject to the
higher expenses borne by Class B shares. The conversion will be effected at the
relative net asset values per share of the two classes on the first business day
of the month following that in which the eighth anniversary of the purchase of
the Class B shares occurs. If a shareholder effects one or more exchanges
between Class B shares of the Eligible Funds during the eight-year period, the
holding period for the shares so exchanged will commence upon the date of the
purchase of the original shares.

REDEMPTIONS BY MAIL. Written redemption requests should be mailed to
Administrative Data Management Corp., 10 Woodbridge Center Drive, Woodbridge, NJ
07095-1198. For your redemption request to be in good order, you must include:
(1) the name of the Fund; (2) your account number; (3) the dollar amount, number
of shares or percentage of the account you want redeemed; (4) share
certificates, if issued; (5) the original signatures of all registered owners
exactly as the account is registered; (6) signature guarantees as described
below; and (7) additional documents required for redemptions by corporations,
trusts, partnerships, organizations, retirement, pension or profit sharing plans
and for requests from anyone other than the shareholder(s) of record. If
information is missing, your request is ambiguous or the value of your account
is less than the amount indicated

<PAGE>

on your request, the redemption will not be processed. The Transfer Agent will
seek additional information and process the redemption on the Trading Day it
receives such information.

SIGNATURE GUARANTEES. A signature guarantee is designed to protect you,
the Funds and their agents. Members of STAMP (Securities Transfer Agents
Medallion Program), MSP (New York Stock Exchange Medallion Signature Program),
SEMP (Stock Exchanges Medallion Program) or any underwriter of any issue for
which the Transfer Agent acts as transfer agent are eligible signature
guarantors. A notary public is not an acceptable guarantor. The guarantee must
be manually signed by an authorized signatory of the guarantor and the words
"Signature Guaranteed" must appear in direct association with such signature.
Although each Fund reserves the right to require signature guarantees at any
other time, signature guarantees are required whenever: (1) the amount of the
redemption is $50,000 or more, (2) a redemption check is to be made payable to
someone other than the registered accountholder, other than institutions on
behalf of the shareholder, (3) a redemption check is to be mailed to an address
other than the address of record, (4) an account registration is being
transferred to another owner, (5) an account, other than an individual, joint,
UGMA or UTMA nonretirement account, is being exchanged or redeemed, (6) the
redemption request is for certificated shares, or (7) your address of record has
changed within 60 days prior to a redemption request.

REDEMPTIONS BY TELEPHONE. See "Telephone Transactions" for instructions on
making redemptions by telephone.

SYSTEMATIC WITHDRAWAL PLAN. If you own Class B shares in a retirement
account and qualify to receive distributions under the Internal Revenue Code of
1986, as amended (the "Code"), you may elect to receive redemptions at regular
intervals. The redemption proceeds, less any applicable CDSC, will be
automatically sent you. To establish a Systematic Withdrawal Plan, call
Shareholder Services at 1-800-423-4026.

REINVESTMENT AFTER REDEMPTION. If you redeem Class B shares in your Fund
account, you can reinvest within 90 days of the redemption all or any part of
the proceeds in shares of the same class of the same Fund or any other Eligible
Fund, at net asset value, on the date the Transfer Agent receives your purchase
request. If you reinvest the entire proceeds of a redemption of Class B shares
for which a CDSC has been paid, you will be credited for the amount of the CDSC.
If you reinvest less than the entire proceeds, you will be credited with a pro
rata portion of the CDSC. All credits will be paid in Class B shares of the
fund into which the reinvestment is being made. The period you owned the
original Class B shares prior to redemption will be added to the period of time
you own Class B shares acquired through reinvestment for purposes of determining
(a) the applicable CDSC upon a subsequent redemption and (b) the date on which
Class B shares automatically convert to Class A shares. If your reinvestment is
into a new account, it must meet the minimum investment and other requirements
of the fund into which the reinvestment is being made. To take advantage of
this option, send your reinvestment check along with a written request to the
Transfer Agent within 90 days from the date of your redemption. Include your
account number and a statement that you are taking advantage of the
"Reinvestment Privilege."

<PAGE>

redemptions of Class B shares. To avoid such redemption, you may, during such
60-day period, purchase additional Fund shares of the same class so as to
increase your account balance to the required minimum. Accounts established
under a Systematic Investment Plan which have been discontinued prior to meeting
the $1,000 minimum are subject to this policy.

Additional information concerning how to redeem shares of the Funds is
available upon request to your Representative or Shareholder Services at
1-800-423-4026.

TELEPHONE TRANSACTIONS

Provided you have selected telephone privileges on your account
application, you may redeem or exchange noncertificated shares of a Fund by
calling the Special Services Department at 1-800-342-6221 weekdays (except
holidays) between 9:00 A.M. and 5:00 P.M. (New York City time). For your
convenience, you may authorize your FIC Representative (or your Dealer
Representative, if certain minimum sales requirements are met) to exchange or
redeem shares for you.

TELEPHONE EXCHANGES. Telephone exchanges are available between
nonretirement accounts and between IRA accounts of the same class of shares
registered in the same name. A telephone exchange also is available from an
individually registered nonretirement account to an IRA account of the same
class of shares in the same name (provided an IRA application is on file).
Telephone exchanges are not available for exchanges of Fund shares for plan
units. For joint accounts, telephone exchange instructions will be accepted
from any one owner. You are limited to one telephone exchange within any 30-day
period for each account authorized.

TELEPHONE REDEMPTIONS. The telephone redemption privilege may be used
provided: (1) the redemption proceeds are being mailed to the address of record;
(2) your address of record has not changed within the past 60 days; and (3) the
shares to be redeemed have not been issued in certificate form. Retirement plan
accounts are not eligible for the telephone redemption option. For joint
accounts, telephone redemption instructions will be accepted from any one owner.

ADDITIONAL INFORMATION. The Funds, the Underwriter and their affiliates
will not be liable for any loss, damage, cost or expense arising out of any
instruction (or any interpretation of such instruction) received by telephone
which they reasonably believe to be authentic. In acting upon telephone
instructions, these parties use procedures which are reasonably designed to
ensure that such instructions are genuine. If the Funds, the Underwriter or
their affiliates do not follow reasonable procedures, some or all of them may be
liable for any such losses. For more information on telephone transactions see
the SAI. Each Fund has the right, at its sole discretion, upon 60 days' notice,
to materially modify or discontinue the telephone exchange and redemption
privilege. During times of drastic economic or market changes, telephone
exchanges or redemptions may be difficult to implement. If you experience
difficulty in making a telephone exchange or redemption, your exchange or
redemption request may be made by regular or express mail, and it will be
implemented at the next determined net asset value, less any applicable CDSC,
following receipt by the Transfer Agent.

<PAGE>

MANAGEMENT

BOARD OF DIRECTORS. Each Fund's Board of Directors, as part of its overall
management responsibility, oversees various organizations responsible for that
Fund's day-to-day management.

ADVISER. First Investors Management Company, Inc. supervises and manages
each Fund's investments, supervises all aspects of each Fund's operations and
determines each Fund's portfolio transactions. The Adviser is a New York
corporation located at 95 Wall Street, New York, NY 10005. The Adviser
presently acts as investment adviser to 14 mutual funds. First Investors
Consolidated Corporation ("FICC") owns all of the voting common stock of the
Adviser and all of the outstanding stock of FIC and the Transfer Agent. Mr.
Glenn O. Head (and members of his family) and Mrs. Julie W. Grayson (as
executrix of the estate of her deceased husband, David D. Grayson) are
controlling persons of FICC and, therefore, jointly control the Adviser.

As compensation for its services, the Adviser receives a fee from each of
the Funds, which is payable monthly. For the fiscal year ended December 31,
1994, CASH MANAGEMENT FUND's advisory fees were 0.20% of average daily net
assets, net of waiver, and TAX-EXEMPT MONEY MARKET FUND's advisory fees were
0.30% of average daily net assets, net of waiver.

Each Fund bears all expenses of its operations other than those incurred by
the Adviser or the Underwriter under the terms of its advisory or underwriting
agreements. Fund expenses include, but are not limited to: the advisory fee;
shareholder servicing fees and expenses; custodian fees and expenses; legal and
auditing fees; expenses of preparing and printing prospectuses and shareholder
reports; and proxy and shareholder meeting expenses.

UNDERWRITER. Each Fund has entered into an Underwriting Agreement with
First Investors Corporation, 95 Wall Street, New York, NY 10005, as Underwriter.
The Underwriter receives all contingent deferred sales charges in connection
with each Fund's Class B shares and may receive payments under a plan of
distribution. See "How to Redeem Shares" and "Distribution Plans."

REGULATORY MATTERS. In June 1992, the Funds' underwriter FIC, entered into
a settlement with the Securities and Exchange Commission ("SEC") to resolve
allegations by the agency that certain of FIC's sales representatives had made
misrepresentations concerning the risks of investing in the Funds, and had sold
the Funds to investors for whom they were not suitable. Without admitting or
denying the SEC's allegations, FIC: (a) consented to the entry of a final
judgment enjoining it from violating Section 10(b) of the Securities Exchange
Act of 1934 and Rule 10b-5 thereunder and Section 17(a) of the 1933 Act; (b)
agreed to the entry of an administrative order censuring it and requiring it to
comply with undertakings to improve its policies and procedures with regard to
sales, training, supervision and compliance; and (c) agreed to pay $24.7 million
to certain investors who purchased shares of the High Yield Funds from in or
about November 1984 to in or about November 1990.

FIC, FIMCO and/or certain affiliated entities and persons have entered into
settlements with regulators in 29 states to resolve allegations, similar to
those made by the SEC, concerning sales of the Funds. In October 1993, as part
of settlements with Maine, Massachusetts, New York, Virginia and Washington
("State Settlements"), FIC, FIMCO and certain affiliated entities and persons
agreed, without admitting or denying any of the allegations, (a) to be enjoined
from violating certain provisions of the state securities laws, (b) to engage in
remedial measures designed to ensure that

<PAGE>

proper sales practices are observed in the future, and (c) to pay $7.5 million,
in addition to the $24.7 million previously paid by FIC in connection with the
SEC settlement, to investors in the Funds. In addition, as part of those
settlements, several FIC executives, including Glenn O. Head, who is an officer
and director of the Funds, agreed to be suspended and enjoined temporarily from
associating with any broker-dealer in a supervisory capacity in certain of the
states. On December 8, 1993, several present and former FIC executives,
including Mr. Head, also agreed, without admitting or denying the allegations,
to temporary SEC suspensions from associating with broker-dealers and in some
cases other regulated entities in a supervisory capacity.

DISTRIBUTION PLANS

Pursuant to separate distribution plans pertaining to each Fund's Class B
shares ("Class B Plans"), each Fund is authorized to compensate the Underwriter
for certain expenses incurred in the distribution of that Fund's shares
("distribution fees") and the servicing or maintenance of existing Fund
shareholder accounts ("service fees"). Pursuant to the Class B Plans,
distribution fees are paid for activities relating to the distribution of Fund
shares, including costs of printing and dissemination of sales material or
literature, prospectuses and reports used in connection with the sale of Fund
shares. Service fees are paid for the ongoing maintenance and servicing of
existing shareholder accounts, including payments to Representatives who provide
shareholder liaison services to their customers who are holders of that Fund,
provided they meet certain criteria.

Pursuant to the Class B Plans, each Fund is authorized to pay the
Underwriter a distribution fee at the annual rate of 0.75% of that Fund's
average daily net assets attributable to Class B shares and a service fee of
0.25% of that Fund's average daily net assets attributable to Class B shares.
Payments made to the Underwriter under the Class B Plans will represent
compensation for distribution and service activities, not reimbursement for
specific expenses incurred.

The Underwriter will make quarterly payments of service fees to
Representatives commencing after the thirteenth month following the initial sale
of Class B shares. The Underwriter will make such payments at an annual rate of
up to 0.25% of the average net asset value of Class B shares which are
attributable to shareholders for whom the Representatives are designated as
dealer of record.

The Funds may suspend or modify payments under the Plans at any time, and
payments are subject to the continuation of each Plan, the terms of any dealer
agreements between Dealers and the Underwriter and any applicable limits imposed
by the National Association of Securities Dealers, Inc. Each Fund will not
carry over any fees under the Class B Plans to the next fiscal year. See
"Distribution Plans" in the SAI for a full discussion of the various Plans.

DETERMINATION OF NET ASSET VALUE

The net asset value of each Fund is determined separately for each class of
shares at 12:00 noon (New York City time) on each Trading Day, and at such other
times as each Fund's Board of Directors deems necessary, by dividing the value
of the Fund's securities, plus any cash and other assets, less all of its
liabilities attributable to that class, by the number of shares outstanding. At
present, net asset value is not calculated on the following holidays: New Year's
Day, Dr. Martin Luther King, Jr. Day (observed) Presidents' Day, Good Friday,
Memorial Day, Independence Day,

<PAGE>

Day, Veteran's Day, Thanksgiving Day and Christmas Day. See the SAI for more
information concerning the determination of net asset value.

DIVIDENDS

Each Fund's net income is determined daily at 12:00 noon (New York City
time). Each daily determination of a Fund's net income takes into account
accrued interest and earned discount on its portfolio investments plus or minus
all realized and unrealized gains and losses on those portfolio investments less
accrued expenses of Class B shares of the Fund.

Generally, all of the net income of a Fund is declared on each Trading Day
as a dividend to shareholders of record at the time of each declaration. You
will be entitled to receive the dividend for the number of Class B shares you
own, each day, after adding shares purchased and subtracting shares redeemed
that day at 12:00 noon, New York City time. Generally, each month's declared
dividends are paid on the first day of the following month in additional shares
of the distributing Fund. If you redeem all of your shares at any time during
the month, you are paid all dividends declared through the day prior to the date
of redemption, together with the proceeds of the redemption. The Fund's net
income for Saturdays, Sundays and holidays is declared as a dividend on the
evening of the last business day before such day or days.

You may elect to receive dividend distributions in cash by notifying the
Transfer Agent by telephone or in writing at least five days prior to the last
business day of the month. Your election remains in effect until you revoke it
by written notice to the Transfer Agent.

A dividend by a Fund is paid in additional Class A Fund shares and not in
cash if any of the following events occurs: (1) the total amount of the dividend
to be paid is under $5; (2) the Fund has received notice of your death on an
individual account (until written alternate payment instructions and other
necessary documents are provided by your legal representative); or (3) a
dividend check is returned to the Transfer Agent, marked as being undeliverable,
by the U. S. Postal Service after two consecutive mailings.

TAXES

Each Fund intends to continue to qualify for treatment as a regulated
investment company under the Code so that it will be relieved of Federal income
tax on that part of its investment company taxable income (consisting generally
of taxable net investment income and net short-term capital gain) that is
distributed to its shareholders. In addition, TAX-EXEMPT MONEY MARKET FUND
intends to continue to qualify to pay "exempt-interest dividends" (as defined
below), which requires, among other things, that at the close of each calendar
quarter at least 50% of the value of its total assets must consist of Municipal
Instruments.

Distributions by TAX-EXEMPT MONEY MARKET FUND of the excess of interest
income from Municipal Instruments over certain amounts disallowed as deductions,
which are designated by the Fund as "exempt-interest dividends," generally may
be excluded by you from gross income. Distributions by a Fund of interest
income from taxable obligations are taxable to you as ordinary income to the
extent of the Fund's earnings and profits, whether received in cash or paid in
additional Fund shares. You will receive an annual statement following the end
of each calendar year describing the tax status of distributions paid by a Fund
during that year.

<PAGE>

Interest on indebtedness incurred or continued to purchase or carry shares
of TAX-EXEMPT MONEY MARKET FUND will not be deductible for Federal income tax
purposes to the extent the Fund's distributions consist of exempt-interest
dividends. The Fund does not intend to invest in PABs or IDBs the interest on
which is treated as a tax preference item for purposes of the Federal
alternative minimum tax.

Proposals may be introduced before Congress for the purpose of restricting
or eliminating the Federal income tax exemption for interest on Municipal
Instruments. If such a proposal were enacted, the availability of Municipal
Instruments for investment by TAX-EXEMPT MONEY MARKET FUND and the value of its
portfolio securities would be affected. In that event, the Fund would
reevaluate its investment objective and policies.

Each Fund is required to withhold 31% of all taxable dividends, capital
gain distributions and redemption proceeds payable to you after any applicable
CDSC is deducted (if you are an individual or certain other non-corporate
shareholder) if the Fund is not furnished with your correct taxpayer
identification number, and that percentage of dividends and such distributions
in certain other circumstances.

No gains or loss will be recognized to a shareholder as a result of a
conversion of Class B shares into Class A shares.

The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting each Fund and its shareholders; see the SAI
for a further discussion. There may be other Federal, state or local tax
considerations applicable to a particular investor; for example, TAX-EXEMPT
MONEY MARKET FUND's distributions may be wholly or partly taxable under state
and/or local laws. You therefore are urged to consult your own tax adviser.

PERFORMANCE INFORMATION

Each Fund may advertise current yield quotations for each class of shares
based on its daily dividends. For purposes of current yield quotations, the
dividends per share for a seven-day period are annualized (using a 365-day year
basis) and divided by a Fund's average net asset value per share for the seven-
day period.

TAX-EXEMPT MONEY MARKET FUND may also advertise its tax-equivalent yield
and tax-equivalent effective yield for each class of shares. Tax-equivalent
yields show the taxable yields an investor would have to earn to equal the
Fund's tax-free yields. The tax-equivalent yield is calculated similarly to the
yield, except that the yield is increased using a stated income tax rate to
demonstrate the taxable yield necessary to produce an after-tax yield equivalent
to the Fund's tax-free yield.

Yield will fluctuate from time to time. Yield reflects past performance
and does not necessarily indicate future results. Yield computations differ
from other accounting methods and therefore may differ from dividends actually
paid or reported net income.

<PAGE>

GENERAL INFORMATION

ORGANIZATION. CASH MANAGEMENT FUND and TAX-EXEMPT MONEY MARKET FUND were
incorporated in the state of Maryland on July 17, 1978 and March 11, 1983,
respectively. Each Fund's authorized capital stock consists of 5 billion shares
of common stock, all of one series, with a par value per share of $0.01. Each
Fund is authorized to issue shares of common stock in such separate and distinct
series and classes of series as the particular Fund's Board of Directors shall
from time to time establish. The shares of common stock of each Fund are
presently divided into two classes, designated Class A shares and Class B
shares. Each class of a Fund represents interests in the same assets of that
Fund. The classes differ in that (1) each class has exclusive voting rights on
matters affecting only that class, (2) Class A shares are not subject to
ongoing distribution fees, (3) Class B shares bear ongoing distribution fees,
are subject to a CDSC upon certain redemptions and will automatically convert to
Class A shares approximately eight years after purchase, (4) each class may bear
differing amounts of certain other class-specific expenses, and (5) each class
has different exchange privileges. Neither Fund's Board of Directors
anticipates that there will be any conflicts among the interests of the holders
of the different classes of each Fund's shares. On an ongoing basis, each
Fund's Board of Directors will consider whether any such conflict exists and, if
so, take appropriate action. The Funds do not hold annual shareholder meetings.
If requested to do so by the holders of at least 10% of a Fund's outstanding
shares, such Fund's Board of Directors will call a special meeting of
shareholders for any purpose, including the removal of Directors. Each share of
each Fund has equal voting rights except as noted above. Each share of a Fund
is entitled to participate equally in dividends and other distributions and the
proceeds of any liquidation except that, due to the higher expenses borne by the
Class B shares, such dividends and proceeds are likely to be lower for the Class
B shares than for the Class A shares.

CLASS A SHARES. Each of the Funds also offers Class A shares, which may be
purchased at net asset value. Class A shares may be exchanged for shares of the
same class of any other Eligible Fund. Class A shares offer investors certain
account privileges which are not available to Class B shareholders. Class A
shares are generally subject to lower overall expenses and are not subject to
ongoing distribution expenses. See "Fee Table" in this Prospectus, the SAI and
the Funds' Class A Prospectus for a detailed description of the rights and
privileges of Class A shares, including fees and expenses. The Funds' Class A
Prospectus is available at no charge upon request to the Funds at the address or
telephone number listed on the front cover of this Prospectus.

CUSTODIAN. The Bank of New York, 48 Wall Street, New York, NY 10286, is
custodian of the securities and cash of each Fund.

TRANSFER AGENT. Administrative Data Management Corp., 10 Woodbridge Center
Drive, Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as
transfer and dividend disbursing agent for each Fund and as redemption agent for
regular redemptions. The Transfer Agent's telephone number is 1-800-423-4026.

SHARE CERTIFICATES. The Funds do not issue certificates for Class B
shares. Ownership of shares of each Fund is recorded on a stock register by the
Transfer Agent and shareholders have the same rights of ownership with respect
to such shares as if certificates had been issued.

<PAGE>

CONFIRMATIONS AND STATEMENTS. You will receive confirmations of purchases
and redemptions of shares of a Fund. Statements of shares owned will be sent to
you following a transaction in the account, including payment of a dividend or
capital gain distribution in additional shares or cash. Confirmations of check
redemptions will be included in your regular monthly statement. Unitholders
will receive a quarterly statement showing distributions made during the period.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES. The Adviser owns 100%
of the Class B shares of both Funds and may, therefore, be deemed to control
this class of each Fund under the 1940 Act.

SHAREHOLDER INQUIRIES. Shareholder inquiries can be made by calling
Shareholder Services at 1-800-423-4026.

ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. It is each Fund's practice
to mail only one copy of its annual and semi-annual reports to any address at
which more than one shareholder with the same last name has indicated that mail
is to be delivered. Additional copies of the reports will be mailed if
requested in writing or by telephone by any shareholder. Each Fund will ensure
that an additional copy of such reports are sent to any shareholder who
subsequently changes his or her mailing address.

<PAGE>

First Investors
Cash Management
Fund, Inc.
- ------------------------------------

First Investors
Tax-Exempt Money
Market Fund, Inc.
- ------------------------------------

Prospectus
- ------------------------------------

May 1, 1995

First Investors Logo

Logo is described as follows: the arabic numeral one separated into seven
vertical segments followed by the words "First Investors."

Vertical line from top to bottom in center of page about 1/2 inch in thickness.

The following language appears to the left of the above language in the printed
piece:

TABLE OF CONTENTS
- ----------------------------------------------------------------
Fee Table. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Financial Highlights . . . . . . . . . . . . . . . . . . . . 4
Investment Objectives and Policies . . . . . . . . . . . . . 5
How to Invest. . . . . . . . . . . . . . . . . . . . . . . . 11
How to Exchange Shares . . . . . . . . . . . . . . . . . . . 11
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . 12
Telephone Transactions . . . . . . . . . . . . . . . . . . . 15
Management . . . . . . . . . . . . . . . . . . . . . . . . . 16
Distribution Plans . . . . . . . . . . . . . . . . . . . . . 17
Determination of Net Asset Value . . . . . . . . . . . . . . 17
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Performance Information. . . . . . . . . . . . . . . . . . . 19
General Information. . . . . . . . . . . . . . . . . . . . . 20

Investment Adviser Custodian
First Investors Management The Bank of New York
Company, Inc. 48 Wall Street
95 Wall Street New York, NY 10286
New York, NY 10005

Transfer Agent
Underwriter Administrative Data
First Investors Corporation Management Corp.
95 Wall Street 10 Woodbridge Center Drive
New York, NY 10005 Woodbridge, NJ 07095-1198

Legal Counsel Auditors
Kirkpatrick & Lockhart Trait, Weller & Baker
1800 M Street, N.W. Two Penn Center Plaza
Washington, D.C. 20036 Philadelphia, PA 19102-1707

This Prospectus is intended to constitute an offer by each Fund only of
the securities of which it is the issuer and is not intended to constitute
an offer by any Fund of the securities of any other Fund whose securities
are also offered by this Prospectus. No Fund intends to make any representation
as to the accuracy or completeness of the disclosure in this Prospectus
relating to any other Fund. No dealer, salesman or any other person has been
authorized to give any information or to make any representations other than
those contained in this Prospectus or the Statement of Additional Information,
and if given or made, such information and representation must not be relied
upon as having been authorized by either Fund, First Investors Corporation,
or any affiliate thereof. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the shares offered hereby in any
state to any person to whom it is unlawful to make such offer in such state.

<PAGE>

FIRST INVESTORS CASH MANAGEMENT FUND, INC.

FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.

95 Wall Street, New York, New York 10005/1-800-423-4026

The date of this Prospectus is May 1, 1995

<PAGE>
FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES

Class A Class B
Shares Shares
--------- --------
<S> <C> <C>

Exchange Fee* None None

</TABLE>

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees(2) 0.30%+ 0.30%+ 0.35%+ 0.35%+
12b-1 Fees(3) None 0.75+ None 0.75+
Other Expenses(4) 0.40%+ 0.40+ 0.35%+ 0.35+
Total Fund Operating Expenses(5) 0.70%+ 1.45+ 0.70%+ 1.45+

<PAGE>

</TABLE>

For a more complete description of the various costs and expenses, see "How
to Exchange Shares," "How to Redeem Shares" and "Management."

EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period:

TAX-EXEMPT MONEY MARKET FUND
Class A. . . . . . . . . . . . . . 7 22 39 87
Class B. . . . . . . . . . . . . . 55 76 99 153

You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) no redemption at the end of each time period:

TAX-EXEMPT MONEY MARKET FUND
Class A. . . . . . . . . . . . . . 7 22 39 87
Class B. . . . . . . . . . . . . . 55 46 79 153

THE EXPENSES IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION BY
THE FUNDS OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES IN FUTURE YEARS MAY BE
GREATER OR LESS THAN THOSE SHOWN.

<PAGE>

FINANCIAL HIGHLIGHTS

<FN>
+ Net of fees waived by the investment adviser and the transfer agent.

</TABLE>

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

CASH MANAGEMENT FUND

<PAGE>

TAX-EXEMPT MONEY MARKET FUND

<PAGE>

GENERAL.

Each Fund's investment objective and certain other investment policies set
forth in the SAI that are designated fundamental policies may not be changed
without shareholder approval. There can be no assurance that either Fund will
achieve its investment objective.

DESCRIPTION OF CERTAIN SECURITIES, OTHER INVESTMENT POLICIES AND RISK FACTORS

MUNICIPAL INSTRUMENTS. As used in this Prospectus and in the SAI,
Municipal Instruments include the following instruments and related
participation interests: (1) municipal bonds;

<PAGE>

(2) municipal commercial paper; (3) municipal notes; (4) private activity bonds
or industrial development bonds; (5) put bonds; and (6) variable rate demand
instruments.

MUNICIPAL BONDS. Municipal bonds are debt obligations that generally
are issued to obtain funds for various public purposes and have a time to
maturity, at issuance, of more than one year. The two principal classifications
of municipal bonds are "general obligation" and "revenue" bonds. General
obligation bonds are secured by the issuer's pledge of its full faith and credit
for the payment of principal and interest. Revenue bonds generally are payable
only from revenues derived from a particular facility or class of facilities or,
in some cases, from the proceeds of a special tax or other specific revenue
source. There are variations in the security of municipal bonds, both within a
particular classification and between classifications, depending on numerous
factors. The yields on municipal bonds depend on, among other things, general
money market conditions, the condition of the municipal bond market, the size of
a particular offering, the maturity of the obligation and the rating of the
issuer. Generally, the value of municipal bonds varies inversely to changes in
interest rates. See Appendix B to the SAI for a description of municipal bond
ratings.

MUNICIPAL NOTES. Municipal notes are principally tax anticipation
notes, bond anticipation notes, revenue anticipation notes and project notes.
These obligations are sold by an issuer prior to the occurrence of another
revenue producing event to bridge a financial gap for such issuer. Municipal
notes are usually general obligations of the issuing municipality. Project
notes are issued by housing agencies, but are guaranteed by the U.S. Department
of Housing and Urban Development and are secured by the full faith and credit of
the United States. See Appendix C to the SAI for a description of municipal
note ratings.

PRIVATE ACTIVITY BONDS OR INDUSTRIAL DEVELOPMENT BONDS. Certain types
of revenue bonds, referred to as private activity bonds ("PABs") or industrial
development bonds ("IDBs") are issued by or on behalf of public authorities to
obtain funds to provide various privately operated facilities, such as airports
or mass transportation facilities. Most PABs and IDBs are pure revenue bonds
and are not backed by the taxing power of the issuing agency or authority. See
"Taxes" in the SAI for a discussion of special tax consequences to "substantial
users," or persons related thereto, of facilities financed by PABs or IDBs.

PUT BONDS. A "put bond" is a municipal bond that gives the holder the
unconditional right to sell the bond back to the issuer at a specified price and
exercise date, which is typically well in

<PAGE>

advance of the bond's maturity date. Each Fund may invest in multi-modal put
(or tender option) bonds. A tender option bond generally allows the
underwriter or issuer, at its discretion over the life of the indenture, to
convert the bond into one of several enumerated types of securities or "modes"
upon 30 days' notice to holders. Within that 30 days, holders must either submit
the existing security to the paying agent to receive the new security, or put
back the security and receive principal and interest accrued up to that time.
TAX-EXEMPT MONEY MARKET FUND will only invest in put bonds as to which it can
exercise the put feature on not more than 7 days' notice if there is no
secondary market available for these obligations.

VARIABLE RATE DEMAND INSTRUMENTS. Each Fund may invest in Variable
Rate Demand Instruments ("VRDIs"). VRDIs generally are revenue bonds, issued
primarily by or on behalf of public authorities, and are not backed by the
taxing power of the issuing authority. The interest on VRDIs is adjusted
periodically, and the holder of a VRDI can demand payment of all unpaid
principal plus accrued interest from the issuer on not more than seven calendar
days' notice. An unrated VRDI purchased by the Fund must be backed by a standby
letter of credit of a creditworthy financial institution or a similar obligation
of at least equal quality. Each Fund periodically reevaluates the credit risks
of such unrated instruments. There is a recognized after-market for VRDIs.

PARTICIPATION INTERESTS. Each Fund may acquire any eligible Municipal
Instrument in the form of a participation interest. Under such an arrangement,
the Fund acquires as much as a 100% interest in a Municipal Instrument held by a
bank or other financial institution at a negotiated yield to the Fund. Banks or
other financial institutions may retain a fee, amounting to the excess of
interest paid on an instrument over the negotiated yield to the Fund, for
issuing participation interests to the Fund. Each Fund will acquire written
participation interests in Municipal Instruments only if they are issued by
banks or other financial institutions which, in the Adviser's opinion, present
minimal credit risk to the Fund. Participation interests may be accompanied by
a standby commitment by the bank or other financial institution to repurchase
the participations at the option of the Fund. Each Fund purchases such
participations only if the issuer has a private letter ruling or an opinion of
its counsel that interest on participations in Municipal Instruments for which
standby commitments have been issued is exempt from Federal income taxation.
Participations that are not accompanied by a standby commitment may not be
liquid assets. See "Restricted and Illiguid Securities.". CASH MANAGEMENT FUND
will only purchase participations accompanied by a standby commitment.

<PAGE>

limited to the ability of the seller to repurchase the securities at the agreed-
upon price upon the delivery date. See the SAI for more information regarding
repurchase agreements.

<PAGE>

these obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be traded,
and there is generally no established secondary market for these obligations,
although they are redeemable at face value. Accordingly, where these obligations
are not secured by letters of credit or other credit support arrangements, the
right of the Fund to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. Such obligations frequently are not rated by
credit rating agencies. Each Fund will invest in obligations which are unrated
only if the Adviser determines that, at the time of investment, the obligations
are of comparable quality to the other obligations in which the Fund may invest.
The Adviser, on behalf of each Fund, will consider on an ongoing basis the
creditworthiness of the issuers of the floating and variable rate obligations in
the Fund's portfolio.

HOW TO BUY SHARES

You may buy Class A shares of a Fund through a First Investors registered
representative ("FIC Representative") or through a registered representative
("Dealer Representative") of an unaffiliated broker-dealer ("Dealer") which is
authorized to sell shares of the Fund. Your FIC Representative or Dealer
Representative (collectively, "Representative") may help you complete and submit
an application to open an account with a Fund. Shares of a Fund will be
purchased for your account only after the Fund has received federal funds for
your purchase on any day the New York Stock Exchange ("NYSE") and the Federal
Reserve Bank are open for trading ("Trading Day"). Checks, including bank
checks, cashier's checks and certified checks received by a Fund on a Trading
Day prior to 3:00 p.m., New York City time, are presently considered to be
federal funds the morning of the following Trading Day. Checks received after
3:00 p.m. will be considered to be federal funds the morning of the second
following Trading Day. Provided the Transfer Agent has received telephone
advice prior to 12:00 noon, New York City time, advising the Fund that a wire
transfer will be made to the Fund, identifying your name, existing account
number and amount, and such wire transfer is in fact received by the Fund that
day prior to 12:00 noon, such wire transfer will be considered to be federal
funds received that day. In the event federal funds are wired to a Fund without
informing the Fund as provided above, such federal funds will be credited to the
account the next Trading Day following receipt. It is the responsibility of
Representatives to promptly transmit orders they receive to FIC. Each Fund
reserves the right to reject any application or order for its shares for any
reason and to suspend the offering of its shares.

You also may invest in Class A shares of the Funds through the branch
offices of FIC. You may not wire transfer funds to the Funds or make any cash
deposits into a Fund through FIC branch offices. FIC branch offices generally
send customer's investment checks to the Funds no less frequently than once each
Trading Day. However, there may be delays in the Funds' receipt of your
investment check sent through an FIC branch office and your check will not be
invested in your account until federal funds are available to the Fund as
described above. You may, therefore, wish to send your check directly to the
Fund's transfer agent, Administrative Data Management Corp. ("Transfer Agent")
to ensure prompt investment of your monies.

While Dealers have the responsibility of transmitting all orders and checks
promptly, if you choose to invest in the Funds through a Dealer, you should be
aware that they are not agents of the Funds, and neither Fund assumes any
responsibility for their actions. Generally, Dealers send customers' investment
checks to the Transfer Agent no less frequently than once each Trading Day. If
you send your check through a Dealer, there may be delays in the Funds' receipt
of your check and your check will not be invested in your account until federal
funds are available to the Fund as

<PAGE>

described above. You may, therefore, wish to send your check directly to the
Transfer Agent to ensure prompt investment of your monies. While it is not
common, some Dealers may charge you a fee for processing transactions in shares
of the Funds. The Transfer Agent, or the Custodian will respond to inquiries
and act upon instructions received by them from Dealers with respect to a
client's account. Responsibility for any errors in these instructions will be
borne by the Dealer and the investors and not by the Funds.

INITIAL INVESTMENT IN A FUND. You may open a Class A Fund account with as
little as $1,000 and make additional investments in any amount and at any time.

ADDITIONAL PURCHASES. After you make your first investment in Class A
shares of a Fund, you may purchase additional Class A shares of the Fund by
mailing or delivering (or arranging for the mailing or delivery by a Dealer)
directly to the Transfer Agent at 10 Woodbridge Center Drive, Woodbridge, NJ
07095, a check made payable to the appropriate Fund or by arranging for wiring
of funds to the Custodian. Include your account number on the face of the
check.

ELIGIBLE FUNDS. Shares of all the funds and/or series in the First
Investors family of funds, except as noted below, are eligible to participate in
certain shareholder privileges noted in this Prospectus and the SAI (singularly,
"Eligible Fund" and, collectively, "Eligible Funds"). Class A shares of the
Funds, unless otherwise noted, are deemed to be Eligible Funds. Shares of First
Investors Special Bond Fund, Inc., First Investors Life Series Fund and First
Investors U.S. Government Plus Fund are not deemed to be Eligible Funds. Class
A Shares of each series of Executive Investors Trust ("Executive Investors"),
unless otherwise noted, are deemed to be Eligible Funds.

SYSTEMATIC INVESTING.

FIRST INVESTORS MONEY LINE. This service allows you to invest in
Class A shares of a Fund through automatic deductions from your bank checking
account. Scheduled investments may be made on a bi-weekly, semi-monthly,
monthly, quarterly, semi-annual or annual basis, provided a minimum total of
$600 is invested per year. Shares of the Fund are purchased on the day your
designated bank account is debited and a confirmation will be sent to you after
every transaction. You may decrease the amount or discontinue this service at
any time by calling Shareholder Services or writing to Administrative Data
Management Corp., 10 Woodbridge Center Drive, Woodbridge, NJ 07095-1198, Attn:
Control Dept. To increase the amount, send a written request to the Transfer
Agent at the address noted above, which may take up to five days to process.
Money Line application forms are available from your Representative or by
calling Shareholder Services at 1-800-423-4026.

AUTOMATIC PAYROLL INVESTMENT. You also may arrange for automatic
investments into a Fund on a systematic basis through salary deductions,
provided your employer has direct deposit capabilities. Class A shares of the
Fund are purchased on the day the electronic fund transfer is received by the
Fund, and a confirmation will be sent to you after every transaction. You may
change the amount or discontinue the service by contacting your employer. An
application is available from your Representative or by calling Shareholder
Services at 1-800-423-4026. Arrangements must also be made with your employer's
payroll department.

<PAGE>

UNITHOLDERS. Holders of certain unit trusts ("Unitholders") who have
elected to invest the entire amount of cash distributions from either principal,
interest income or capital gains or any combination thereof ("Unit
Distributions") from the following trusts may invest such Unit Distributions in
Class A shares of a Fund. Unitholders of various series of New York Insured
Municipals-Income Trust sponsored by Van Kampen Merritt Inc. (the "New York
Trust"); Unitholders of various series of the Multistate Tax Exempt Trust
sponsored by Advest Inc.; Unitholders of various series of the Municipal Insured
National Trust, J.C. Bradford & Co. as agent; and Unitholders of various series
of tax-exempt trusts, other than the New York Trust, sponsored by Van Kampen
Merritt Inc. may purchase Class A shares of a Fund with Unit Distributions.
Each Fund's initial minimum investment requirement is waived for purchases of
Class A shares with Unit Distributions. Shares of a Fund purchased by
Unitholders may only be exchanged for Class A shares of the other Fund.

RETIREMENT PLANS. You may invest in shares of CASH MANAGEMENT FUND through
an IRA, SEP, SARSEP or any retirement plan.

GENERAL. From time to time, the Underwriter also will pay, through
additional reallowances or other sources, a bonus or other compensation to
Dealers which employ a Dealer Representative who sells a minimum dollar amount
of the shares of the Funds and/or certain other First Investors or Executive
Investors funds during a specific period of time. Such bonus or other
compensation may take the form of reimbursement of certain seminar expenses, co-
operative advertising, or payment for travel expenses, including lodging
incurred in connection with trips taken by qualifying Dealer Representatives to
the Underwriter's principle office in New York City.

HOW TO EXCHANGE SHARES

Should your investment needs change, Class A shares of the Funds may be
exchanged for Class A shares of any other Eligible Fund at net asset value if
such Fund shares were either (a) acquired through an exchange of shares from an
Eligible Fund which imposes a maximum sales charge of 6.25%, or (b) held for at
least one year if acquired through an exchange of shares from Executive
Investors, commencing with the date the Executive Investors shares were
originally purchased. A sales charge will be imposed on all other exchanges of
Class A shares, including shares acquired as dividends. Class A shares of a
Fund may be exchanged at net asset value for units of any single payment plan
("plan") sponsored by the Underwriter, subject to the terms set forth above.
Exchanges can only be made into accounts registered to identical owners. If
your exchange is into a new account, it must meet the minimum investment and
other requirements of the fund or plan into which the exchange is being made.
Additionally, the fund or plan must be available for sale in the state where you
reside. A $5.00 exchange fee is charged for each exchange. Currently this fee
is being voluntarily borne by the fund into which you are making the exchange
and, thus, that fund's shareholders are bearing the fee ratably. Before
exchanging Fund shares for shares of another fund or plan, you should read the
Prospectus of the fund or plan into which the exchange is to be made. You may
obtain Prospectuses and information with respect to which funds or plans qualify
for the exchange privilege free of charge by calling Shareholder Services at 1-
800-423-4026. Exchange requests may be made in writing or by telephone (for
shares held on deposit only) if telephone privileges were elected on your
application. Exchange instructions received in "good order" by the Transfer
Agent by 12:00 noon, New York City time, on a Trading Day will be processed on
that Trading Day; exchange requests received after that time will be processed
the following Trading Day.

<PAGE>

EXCHANGES BY TELEPHONE. See "Telephone Transactions" for instructions on
making exchanges by telephone.

HOW TO REDEEM SHARES

You may redeem your Fund shares on any Trading Day directly through the
Transfer Agent. Your Representative may help you with this transaction. Shares
may be redeemed by mail or telephone or by wire to a pre-designated account at a
financial institution. If the shares being redeemed were recently purchased by
check, payment may be delayed to verify that the check has been honored,
normally not more than fifteen days. Redemption requests received in "good
order" by the Transfer Agent before 12:00 noon, New York City time, on a Trading
Day will be processed on that Trading Day; redemption requests received after
that time will be processed on the following Trading Day. Upon receipt of your
redemption request in good order, payment will be made within seven days.

<PAGE>

REDEMPTIONS BY TELEPHONE. See "Telephone Transactions" for instructions on
making redemptions by telephone.

SPECIAL REDEMPTION PROCEDURES. In addition to the regular redemption
procedure, each Fund offers a Check Redemption Privilege and an Expedited
Redemption Privilege.

CHECK REDEMPTION PRIVILEGE. By an appropriate designation on the account
application, or by written request later sent to the Transfer Agent, you may
obtain checks ("Redemption Checks") drawn on each Fund's account at The Bank of
New York, 48 Wall Street, New York, NY 10286. Such Redemption Checks may be
made payable to the order of any person designated by you in an amount of $500
or more. Dividends are earned on the shares until the Redemption Check clears,
and you are subject to the rules and regulations of the Custodian covering
checking accounts. Neither the Funds nor the Custodian charges you for the use
of such Redemption Checks. On presentation of a Redemption Check to the
Custodian for payment, the Fund determines that a sufficient number of full and
fractional shares are available in your account to cover the amount of the
Redemption Check. Shares are considered available after a fifteen day clearing
period. The Funds return all cancelled checks to you once a month. Neither
Fund nor the Custodian can certify or directly cash Redemption Checks. Any
"stop payment" requests must be directed to the Transfer Agent and not to the
Custodian. However, there is no guarantee that a "stop payment" request will
stop the payment of a Redemption Check. You cannot use the Check Redemption
Privilege for the redemption of shares for which certificates have been issued,
for redemptions from retirement accounts or for redemptions of shares which are
subject to a contingent deferred sales charge ("CDSC"). A CDSC may be imposed
on the redemption of Fund shares acquired through an exchange of Class A shares
from another Eligible Fund which were originally purchased at net asset value.
Because each Fund accrues dividends on a daily basis, you may not redeem your
Fund account in its entirety by the use of the Check Redemption Privilege.

It is your responsibility to be certain that sufficient shares are in your
account and available to cover the amount of the Redemption Check since, if
there are insufficient shares, the Redemption Check will be returned through
banking channels marked "insufficient funds." It is also your responsibility to
ensure that such Redemption Checks are not made available to unauthorized
individuals and to promptly notify the Funds of any lost or stolen Redemption
Checks. Either the

<PAGE>

Funds or the Custodian may at any time amend or terminate the Check Redemption
Privilege. The Funds bear all expenses relating to this Check Redemption
Privilege.

EXPEDITED REDEMPTION PRIVILEGE. You may elect to have your redemption
proceeds transmitted by wire to the account specified on your application
provided your financial institution is a member of the National Automated
Clearing House Association and the redemption proceeds equal $1,000 or more. If
the proceeds of redeemed shares are less than $1,000, redemption proceeds will
be mailed by check. If you wish to use the Expedited Redemption Privilege, you
must select both telephone privileges and expedited redemption privileges on the
application. You may use the Expedited Redemption Privilege only if the
redemption proceeds are paid to the same financial institution and account
number as designated on the application or to the current registration and
address on record with the Transfer Agent, provided this has not changed within
the past 60 days. If the financial institution account is not in the identical
name(s) of the shareholder(s) as registered with the Fund, a signature guarantee
will be required. You cannot use the Expedited Redemption Privilege if the
shares being redeemed are subject to a CDSC. For your convenience, you may
authorize your FIC Representative to redeem shares for you. For accounts held
by a corporation, fiduciary or other holder not acting in an individual
capacity, appropriate resolutions or other proof of authority to act must be
submitted with the application. Requests for Expedited Redemptions can be made
by calling the Transfer Agent at 1-800-423-4026.

Should you desire to change the name of the financial institution or the
designation or number of the account that would receive redemption proceeds, a
written request must be sent to the Transfer Agent at the address set forth
above. All registered owners of the account must sign the request in the
identical manner as the account is registered, and each signature must be
guaranteed. The Funds and the Transfer Agent are entitled to require such
further documentation as they may deem necessary.

SYSTEMATIC WITHDRAWAL PLAN. If you own noncertificated Class A shares, you
may set up a plan for redemptions to be made automatically at regular intervals.
You may elect to have the payments sent directly to you or persons you
designate. See the SAI for more information on the Systematic Withdrawal Plan.
To establish a Systematic Withdrawal Plan, call Shareholder Services at 1-800-
423-4026.

REINVESTMENT AFTER REDEMPTION. If you redeem Class A shares in your Fund
account which were acquired through an exchange from an Eligible Fund which
imposes a maximum sales charge of 6.25%, you can reinvest within 90 days from
the date of redemption all or any part of the proceeds in shares of the same
class of the same Fund or any other Eligible Fund, at net asset value, on the
date the Transfer Agent receives your purchase request. If your reinvestment is
into a new account, it must meet the minimum investment and other requirements
of the fund into which the reinvestment is being made. To take advantage of
this option, send your reinvestment check along with a written request to the
Transfer Agent within 90 days from the date of your redemption. Include your
account number and a statement that you are taking advantage of the
"Reinvestment Privilege."

REPURCHASE THROUGH UNDERWRITER. You may redeem Class A shares for which a
certificate has been issued through a Dealer. In this event, the Underwriter,
acting as agent for each Fund, will offer to repurchase or accept an offer to
sell such shares at a price equal to the net asset value

<PAGE>

next determined after the making of such offer. The Dealer may charge you an
added commission for handling any redemption transaction.

REDEMPTION OF LOW BALANCE ACCOUNTS. Because each Fund incurs certain fixed
costs in maintaining shareholder accounts, each Fund may redeem without your
consent, on at least 60 days' prior written notice (which may appear on your
account statement), any Fund account of Class A shares which has a net asset
value of less than $500. To avoid such redemption, you may, during such 60-day
period, purchase additional Fund shares of the same class so as to increase your
account balance to the required minimum. Accounts established under a
Systematic Investment Plan which have been discontinued prior to meeting the
$1,000 minimum are subject to this policy.

Additional information concerning how to redeem shares of the Funds is
available upon request to your Representative or Shareholder Services at
1-800-423-4026.

TELEPHONE TRANSACTIONS

<PAGE>

at the next determined net asset value, less any applicable CDSC, following
receipt by the Transfer Agent.

MANAGEMENT

BOARD OF DIRECTORS. Each Fund's Board of Directors, as part of its overall
management responsibility, oversees various organizations responsible for that
Fund's day-to-day management.

UNDERWRITER. Each Fund has entered into an Underwriting Agreement with
First Investors Corporation, 95 Wall Street, New York, NY 10005, as
Underwriter. With respect to TAX-EXEMPT MONEY MARKET FUND, the Underwriter or
Adviser may make payments to Dealers in connection with a plan of distribution.
See "Distribution Plan."

<PAGE>

and Washington ("State Settlements"), FIC, FIMCO and certain affiliated
entities and persons agreed, without admitting or denying any of the
allegations, (a) to be enjoined from violating certain provisions of the state
securities laws, (b) to engage in remedial measures designed to ensure that
proper sales practices are observed in the future, and (c) to pay $7.5 million,
in addition to the $24.7 million previously paid by FIC in connection with the
SEC settlement, to investors in the Funds. In addition, as part of those
settlements, several FIC executives, including Glenn O. Head, who is an officer
and director of the Funds, agreed to be suspended and enjoined temporarily from
associating with any broker-dealer in a supervisory capacity in certain of the
states. On December 8, 1993, several present and former FIC executives,
including Mr. Head, also agreed, without admitting or denying the allegations,
to temporary SEC suspensions from associating with broker-dealers and in some
cases other regulated entities in a supervisory capacity.

DISTRIBUTION PLAN

TAX-EXEMPT MONEY MARKET FUND has adopted a distribution plan pursuant to
Rule 12b-1 under the 1940 Act, which permits the payment of fees to Dealers for
distribution services and administrative services. The Underwriter or the
Adviser, in their sole discretion, may make payments to the Administrators.
Such fees are paid out of the advisory fee or the Underwriter's past profits or
any other source available to the Underwriter or the Adviser.

DETERMINATION OF NET ASSET VALUE

The net asset value of each Fund is determined separately for each class of
shares at 12:00 noon (New York City time) on each Trading Day, and at such other
times as each Fund's Board of Directors deems necessary, by dividing the value
of the Fund's securities, plus any cash and other assets, less all of its
liabilities attributable to that class, by the number of shares outstanding. At
present, net asset value is not calculated on the following holidays: New
Year's Day, Dr. Martin Luther King, Jr. Day (observed) Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day,
Thanksgiving Day and Christmas Day. See the SAI for more information concerning
the determination of net asset value.

DIVIDENDS

Generally, all of the net income of a Fund is declared on each Trading Day
as a dividend to shareholders of record at the time of each declaration. You
will be entitled to receive the dividend for the number of Class A shares you
own, each day, after adding shares purchased and subtracting shares redeemed
that day at 12:00 noon, New York City time. If you purchase shares with federal
funds and they are received by the Custodian prior to 12:00 noon, your shares
earn dividends on that day provided the Fund has received, by 12:00 noon,
notification of the fact that such purchase has been made and that federal funds
are being wired, and of proper account information. If you purchase shares with
federal funds and notification is received after that time, your shares begin
earning dividends on the next Trading Day following acceptance of your order.
Generally, each month's declared dividends are paid on the first day of the
following month in additional shares of

<PAGE>

the distributing Fund. If you redeem all of your shares at any time during the
month, you are paid all dividends declared through the day prior to the date of
redemption, together with the proceeds of the redemption. The Fund's net income
for Saturdays, Sundays and holidays is declared as a dividend on the evening of
the last business day before such day or days.

TAXES

Each Fund intends to continue to qualify for treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended, so that
it will be relieved of Federal income tax on that part of its investment company
taxable income (consisting generally of taxable net investment income and net
short-term capital gain) that is distributed to its shareholders. In addition,
TAX-EXEMPT MONEY MARKET FUND intends to continue to qualify to pay
"exempt-interest dividends" (as defined below), which requires, among other
things, that at the close of each calendar quarter at least 50% of the value of
its total assets must consist of Municipal Instruments.

Each Fund is required to withhold 31% of all taxable dividends, capital
gain distributions and redemption proceeds payable to you (if you are an
individual or certain other non-corporate

<PAGE>

shareholder) if the Fund is not furnished with your correct taxpayer
identification number, and that percentage of dividends and such distributions
in certain other circumstances.

PERFORMANCE INFORMATION

GENERAL INFORMATION

<PAGE>

to participate equally in dividends and other distributions and the proceeds of
any liquidation except that, due to the higher expenses borne by the Class B
shares, such dividends and proceeds are likely to be lower for the Class B
shares than for the Class A shares.

CLASS B SHARES. Each of the Funds also offers Class B shares, which may be
acquired only through an exchange of Class B shares from another Eligible Fund
or as dividends paid in additional Class B shares. Class B shares may be
acquired without an initial sales charge, but are generally subject to a
contingent deferred sales charge which declines in steps from 4% to 0% during a
six-year period. Class B shares of a Fund will automatically convert into Class
A shares of the same Fund approximately eight years after purchase. Class B
shares may be exchanged for shares of the same class of any other Eligible Fund.
Each Fund has adopted a separate distribution plan under Rule 12b-1 of the l940
Act which provides that the applicable Fund is authorized to compensate the
Underwriter for distribution and service activities relating to Class B shares.
See "Fee Table" in this Prospectus, the SAI and the Funds' Class B Prospectus
for a detailed description of the rights and privileges of Class B shares,
including fees and expenses. The Funds' Class B Prospectus is available at no
charge upon request to the Funds at the address or telephone number listed on
the front cover of this Prospectus.

CUSTODIAN. The Bank of New York, 48 Wall Street, New York, NY 10286, is
custodian of the securities and cash of each Fund.

SHARE CERTIFICATES. The Funds do not issue Class A share certificates
unless requested in writing to do so. Ownership of shares of each Fund is
recorded on a stock register by the Transfer Agent and shareholders have the
same rights of ownership with respect to such shares as if certificates had been
issued.

SHAREHOLDER INQUIRIES. Shareholder inquiries can be made by calling
Shareholder Services at 1-800-423-4026.

<PAGE>

TABLE OF CONTENTS
- ----------------------------------------------------------------

Fee Table. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Financial Highlights . . . . . . . . . . . . . . . . . . . . 4
Investment Objectives and Policies . . . . . . . . . . . . . 5
How to Buy Shares. . . . . . . . . . . . . . . . . . . . . . 11
How to Exchange Shares . . . . . . . . . . . . . . . . . . . 13
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . 14
Telephone Transactions . . . . . . . . . . . . . . . . . . . 17
Management . . . . . . . . . . . . . . . . . . . . . . . . . 18
Distribution Plan. . . . . . . . . . . . . . . . . . . . . . 19
Determination of Net Asset Value . . . . . . . . . . . . . . 19
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . 19
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Performance Information. . . . . . . . . . . . . . . . . . . 21
General Information. . . . . . . . . . . . . . . . . . . . . 21

INVESTMENT ADVISER CUSTODIAN
First Investors Management The Bank of New York
Company, Inc. 48 Wall Street
95 Wall Street New York, NY 10286
New York, NY 10005
TRANSFER AGENT
UNDERWRITER Administrative Data
First Investors Corporation Management Corp.
95 Wall Street 10 Woodbridge Center Drive
New York, NY 10005 Woodbridge, NJ 07095-1198

LEGAL COUNSEL AUDITORS
Kirkpatrick & Lockhart Tait, Weller & Baker
1800 M Street, N.W. Two Penn Center Plaza
Washington, D.C. 20036 Philadelphia, PA 19102-1707

THIS PROSPECTUS IS INTENDED TO CONSTITUTE AN OFFER BY EACH FUND ONLY OF THE
SECURITIES OF WHICH IT IS THE ISSUER AND IS NOT INTENDED TO CONSTITUTE AN OFFER
BY ANY FUND OF THE SECURITIES OF ANY OTHER FUND WHOSE SECURITIES ARE ALSO
OFFERED BY THIS PROSPECTUS. NO FUND INTENDS TO MAKE ANY REPRESENTATION AS TO
THE ACCURACY OR COMPLETENESS OF THE DISCLOSURE IN THIS PROSPECTUS RELATING TO
ANY OTHER FUND. NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS OR THE STATEMENT OF ADDITIONAL INFORMATION, AND IF GIVEN OR
MADE, SUCH INFORMATION AND REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY EITHER FUND, FIRST INVESTORS CORPORATION, OR ANY AFFILIATE
THEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SHARES OFFERED HEREBY IN ANY STATE TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
<PAGE>

First Investors
Cash Management
Fund, Inc.
- ------------------------------------

First Investors
Tax-Exempt Money
Market Fund, Inc.
- ------------------------------------

Prospectus
- ------------------------------------

May 1, 1995

First Investors Logo

Logo is described as follows: the arabic numeral one separated into seven
vertical segments followed by the words "First Investors."

Vertical line from top to bottom in center of page about 1/2 inch in thickness.

The following language appears to the left of the above language in the printed
piece:

The words "BULK RATE U.S. POSTAGE PAID PERMIT NO. 7379" in a box to the right of
a circle containing the words "MAILED FROM ZIP CODE 11201" appears on the
righthand side.

The following language appears on the lefthand side:

FIRST INVESTORS CASH MANAGEMENT FUND, INC.
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.
95 WALL STREET
NEW YORK, NY 10005

First Investors Logo (as described above)
A MEMBER OF THE
FIRST INVESTORS
FINANCIAL NETWORK

FIMM001A
<PAGE>

FIRST INVESTORS CASH MANAGEMENT FUND, INC.

FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.

95 Wall Street 1-800-423-4026
New York, New York 10005

STATEMENT OF ADDITIONAL INFORMATION

DATED MAY 1, 1995

This is a Statement of Additional Information ("SAI") for FIRST INVESTORS
CASH MANAGEMENT FUND, INC. ("CASH MANAGEMENT FUND") and FIRST INVESTORS TAX-
EXEMPT MONEY MARKET FUND, INC. ("TAX-EXEMPT MONEY MARKET FUND"), each of which
is an open-end diversified management investment company. CASH MANAGEMENT FUND
and TAX-EXEMPT MONEY MARKET FUND are referred to herein as "Funds."

The investment objective of CASH MANAGEMENT FUND is to earn a high rate of
current income consistent with the preservation of capital and maintenance of
liquidity. The investment objective of TAX-EXEMPT MONEY MARKET FUND is to earn
a high rate of current income exempt from Federal income tax and, for non-
corporate shareholders, the Federal alternative minimum tax, as is consistent
with the preservation of capital and maintenance of liquidity. There can be no
assurance that the objective of either Fund will be realized.

This SAI is not a prospectus. It should be read in conjunction with the
Funds' Prospectus dated May 1, 1995, which may be obtained free of cost from the
Funds at the address or telephone number noted above.

TABLE OF CONTENTS
Page
----
Investment Policies. . . . . . . . . . . . . . . . . . . 2
Investment Restrictions. . . . . . . . . . . . . . . . . 6
Directors and Officers . . . . . . . . . . . . . . . . . 9
Management . . . . . . . . . . . . . . . . . . . . . . . 11
Underwriter. . . . . . . . . . . . . . . . . . . . . . . 12
Distribution Plans . . . . . . . . . . . . . . . . . . . 12
Determination of Net Asset Value . . . . . . . . . . . . 14
Allocation of Portfolio Transactions . . . . . . . . . . 15
Additional Exchange and Redemption
Information and Other Services . . . . . . . . . . . . 15
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 19
Performance Information. . . . . . . . . . . . . . . . . 20
General Information. . . . . . . . . . . . . . . . . . . 22
Appendix A . . . . . . . . . . . . . . . . . . . . . . . 23
Appendix B . . . . . . . . . . . . . . . . . . . . . . . 24
Appendix C . . . . . . . . . . . . . . . . . . . . . . . 25
Financial Statements . . . . . . . . . . . . . . . . . . 26

<PAGE>

INVESTMENT POLICIES

MUNICIPAL BONDS. Most private activity bonds ("PABs") and industrial
development bonds ("IDBs") are pure revenue bonds and are not backed by the
taxing power of the issuing authority or agency. Consequently, the payment of
principal and interest on PABs and IDBs usually depends entirely on the ability
of the owner of the project financed to meet its financial obligation to repay
the bonds. In many instances these financial obligations of private parties are
secured by liens or pledges upon real and personal property or are backed up by
a standby letter of credit issued by a commercial bank, which letter of credit
effectively guarantees payment of principal and interest on behalf of the party
obligated to pay. Banks which issue standby letters of credit to support the
payment of principal and/or interest on PABs and IDBs are restricted as to the
form the letter of credit may take, the total amount committed by standby
letters of credit that may be issued on behalf of one person or affiliates
thereof and will usually only have to fulfill their obligation when there is
little chance of recovery against the defaulting account party. If, with
respect to any security purchased by TAX-EXEMPT MONEY MARKET FUND, there is a
guarantee or letter of credit supporting that security, the guarantee or letter
of credit shall not be deemed to be a security issued by the guarantor; provided
that the value of all securities issued or guaranteed by the guarantor, and
owned by the Fund, does not exceed 10% of the total assets of the Fund.

PUT BONDS. Each Fund may invest in put bonds that have a fixed rate of
interest and a final maturity beyond the date on which the put may be exercised.
If the put is a "one time only" put, the Fund ordinarily will either sell the
bond or put the bond, depending upon the more favorable price. If the bond has
a series of puts after the first put, the bond will be held as long as, in the
judgment of the Fund's adviser, First Investors Management Company, Inc.
("Adviser" or "FIMCO"), it is in the best interest of the Fund to do so. There
is no assurance that an issuer of a put bond acquired by the Fund will be able
to repurchase the bond on the exercise date, if the Fund chooses to exercise its
right to put the bond back to the issuer.

RATING CHANGES. Following acquisition by a Fund, an instrument may no
longer be rated or may have its rating changed to one that is unacceptable to
the Fund. Either of these events will not necessarily cause the Fund to sell
such instrument. Rather, the Adviser or the applicable Fund's Board of
Directors, as appropriate, will consider the change or deletion of a rating in
assessing whether or not the Fund should continue to hold such instrument.
Unrated instruments purchased by a Fund will be periodically re-evaluated.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements with
banks which are members of the Federal Reserve System or securities dealers who
are members of a national securities exchange or are market makers in government
securities. The period of these repurchase agreements will usually be short,
from overnight to one week, and at no time will a Fund invest in repurchase
agreements with more than one year in time to maturity. The securities which
are subject to repurchase agreements, however, may have maturity dates in excess
of one year from the effective date of the repurchase agreement. Each Fund will
always receive, as collateral, securities whose market value, including accrued
interest, which will at all times be at least equal to 100% of the dollar amount
invested by the Fund in each agreement, and the Fund will make payment for such
securities only upon physical delivery or evidence of book entry transfer to the
account of the custodian. If the seller defaults, a Fund might incur a loss if
the value of the collateral securing the repurchase agreement declines, and
might incur disposition costs in connection with liquidating the collateral. In
addition, if bankruptcy or similar proceedings are commenced with respect to the
seller of the security, realization upon the collateral by a Fund may be delayed
or limited. No Fund may enter into a repurchase agreement with more than seven
days to

<PAGE>

maturity if, as a result, more than 10% of such Fund's net assets would be
invested in such repurchase agreements and other illiquid investments.

RESTRICTED AND ILLIQUID SECURITIES. CASH MANAGEMENT FUND will not purchase
or otherwise acquire any security if, as a result more than 10% of its net
assets (taken at current value) would be invested in securities that are
illiquid by virtue of the absence of a readily available market or legal or
contractual restrictions on resale. This policy includes repurchase agreements
maturing in more than seven days. This policy does not include restricted
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933, as amended ("1933 Act"), which the Fund's Board of Directors or the
Adviser has determined under Board-approved guidelines are liquid.

Restricted securities which are illiquid may be sold only in privately
negotiated transactions or in public offerings with respect to which a
registration statement is in effect under the 1933 Act. Where registration is
required, the Fund may be obligated to pay all or part of the registration
expenses and a considerable period may elapse between the time of the decision
to sell and the time the Fund may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market
conditions were to develop, the Fund might obtain a less favorable price than
prevailed when it decided to sell.

In recent years, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private
placements, repurchase agreements, commercial paper, foreign securities and
corporate bonds and notes. These instruments are often restricted securities
because the securities are either themselves exempt from registration or sold in
transactions not requiring registration. Institutional investors generally will
not seek to sell these instruments to the general public, but instead will often
depend on an efficient institutional market in which such unregistered
securities can be readily resold or on an issuer's ability to honor a demand for
repayment. Therefore, the fact that there are contractual or legal restrictions
on resale to the general public or certain institutions is not dispositive of
the liquidity of such investments.

Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that might develop as a result of Rule 144A could provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment in order to satisfy share redemption orders. An insufficient number
of qualified institutional buyers interested in purchasing Rule 144A-eligible
securities held by the Fund, however, could affect adversely the marketability
of such portfolio securities and the Fund might be unable to dispose of such
securities promptly or at reasonable prices.

STANDBY COMMITMENTS. Each Fund may acquire standby commitments from banks
with respect to simultaneous purchases of short-term, high quality, fixed and
variable rate instruments issued by state and municipal governments and by
public authorities ("Municipal Instruments") for the Fund's portfolio. See
"Investment Objectives and Policies" in the Prospectus. Under this arrangement,
a bank agrees to buy a particular Municipal Instrument from a Fund at a
specified price at the Fund's option. A standby commitment is similar to a put
option for a particular Municipal Instrument in a Fund's portfolio. Standby
commitments acquired by a Fund are not added to the computation of that Fund's
net asset value. Standby commitments are subject to certain risk, including the
issuer's ability to pay for the Municipal Instruments when a Fund decides to
sell the Municipal Instrument for which it is issued and the lack of familiarity
with standby commitments in the marketplace.

<PAGE>

The Funds' ability to exercise their rights under a standby commitment is
unconditional, without any limitation whatsoever, and non-transferable. The
Funds, however, are permitted to sell a Municipal Instrument covered by a
standby commitment at any time and to any person.

The Funds may pay a consideration to a bank for the issuance of a standby
commitment if necessary and advisable. Such a consideration may take the form
of either a payment in cash, or the payment of a higher price for Municipal
Instruments covered by such a commitment. The effect of the payment of such
consideration is to reduce the yield to maturity for the Municipal Instruments
so covered. The total amount a Fund may pay as consideration in either manner,
on an annual basis, of the issuance of standby commitments may not exceed 0.50%
of that Fund's total assets.

Standby commitments acquired by a Fund are not added to the computation of
that Fund's net asset value and are valued at zero. When a Fund pays a
consideration for the issuance of a standby commitment, the cost is treated as
unrealized depreciation for the time it is held by the Fund. The dollar
weighted average maturity calculation for the Fund is not affected by standby
commitments.

In the absence of either a favorable ruling of the Internal Revenue
Service, or opinion from the bond issuer's counsel, that the Interest on
Municipal Instruments for which standby commitments have been issued is exempt
from Federal income taxation, the Funds will not acquire standby commitments.

U.S. GOVERNMENT SECURITIES. The Funds may invest in obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. These
obligations, including those which are guaranteed by Federal agencies or
instrumentalities, may or may not be backed by the "full faith and credit" of
the United States or by the right of the issuer to borrow from the U.S.
Treasury. In the case of securities not backed by full faith and credit of the
United States, a Fund must look principally to the agency issuing or
guaranteeing the obligation for ultimate prepayment and may not be able to
assert a claim against the United States itself in the event the agency or
instrumentality does not meet its commitments. Securities in which a Fund may
invest that are not backed by the full faith and credit of the U.S. Government
include, but are not limited to, obligations of the Tennessee Valley Authority,
the Federal National Mortgage Association and the U.S. Postal Service, each of
which has the right to borrow from the U.S. Treasury to meet its obligations,
and obligations of the Federal Farm Credit System and the Federal Home Loan
Banks, both of whose obligations may be satisfied only by the individual credits
of each issuing agency.

Securities which are backed by the full faith and credit of the U.S.
Government include Treasury bills, Treasury notes, Treasury bonds, and
obligations of the Government National Mortgage Association, the Farmers Home
Administration, and the Export-Import Bank. Treasury bills have maturities of
one year or less; Treasury notes have maturities of one to ten years; Treasury
bonds generally have maturities of greater than five years.

VARIABLE RATE DEMAND INSTRUMENTS. Each Fund may invest in Variable Rate
Demand Instruments ("VRDIs"). The interest on these instruments is adjusted at
various intervals ranging from one day to six months, and the adjustments are
based on market conditions. These instruments allow the holder to demand
payment of all unpaid principal plus accrued interest from the issuer. The
Funds will invest only in VRDIs that have a demand notice period of not more
than seven calendar days in length. Usually, the Funds may also demand payment
from a redemption agent. In either instance, the obligation to pay the holder
upon demand is usually backed by a standby letter of credit issued by a
commercial bank to support the obligation of the party which has the duty to pay
upon demand. Issuers of VRDIs

<PAGE>

may have the right to prepay the outstanding principal and interest upon the
instrument in their discretion with a notice period to the holder for prepayment
by the issuer usually equal to that for the demand feature.

Banks issuing standby letters of credit to support VRDIs receive a fee from
or on behalf of the issuer to establish the credit and may charge other fees if
the standby letter of credit is drawn upon. Such banks also enter into a
reimbursement agreement whereby the issuer or the redemption agent agrees to
reimburse the bank for any draw under the standby letter of credit. Such
reimbursement agreement, however, in no way affects the obligation of the bank
issuing the standby letter of credit, and payment of the Funds under a demand
feature backed by a standby letter of credit is not conditioned upon the bank's
likelihood of recovery under the reimbursement agreement. Consequently, the
Adviser will monitor the quality of the bank issuing any standby letter of
credit which supports the demand feature of any VRDI purchased by the Funds.

VRDIs reduce the likelihood of changes in value in the obligations they
represent as is typical with fixed rate instruments. As interest rates change,
fixed rate instruments' values change as the market re-evaluates the price of
the fixed rate of income in light of new market interest rates. If interest
rates rise, the value of an existing fixed rate instrument may fail to provide a
new purchaser with the effective market rate of income then prevailing. If
interest rates fall, the value of such an instrument may rise for similar
reasons. If interest rates change, the value of a VRDI should not change as
much as a fixed rate obligation, to the extent rate adjustments on the variable
rate instrument mirror the market. Therefore, the potential risk of capital
depreciation is much lower on a VRDI than on a fixed rate obligation, although
the potential for capital appreciation is also reduced. VRDIs are not
comparable to long-term fixed-rate securities, and the rates on these
instruments may be higher or lower than simultaneous market rates for fixed rate
securities of similar quality and time to maturity.

To determine time to maturity of VRDIs for the purpose of either the 397-
day maturity maximum for all of the Funds' investments or for computing the
Funds' dollar weighted average portfolio maturity, the maturity of the
instrument is deemed to be the greater of (1) the notice period required before
the Funds may receive payment under the demand feature of the instrument, or (2)
the time remaining until the next interest rate adjustment on the instrument.

WHEN-ISSUED SECURITIES. When the TAX-EXEMPT MONEY MARKET FUND enters into
a commitment to purchase securities on a when-issued or delayed delivery basis,
delivery of, and payment for, the instruments occur up to 45 days after the Fund
agrees to purchase the instruments. The purchase price to be paid by the Fund
and the interest rate on the instruments to be purchased are both selected when
the Fund agrees to purchase the securities "when-issued." The Fund is permitted
to sell when-issued securities prior to issuance of such securities, but will
not purchase such securities with that purpose intended. The Fund establishes a
separate account with the Custodian consisting of cash or liquid debt securities
equal to the amount of the Fund's commitment and valued at their fair market
value. If on any day the market value of this segregated account falls below
the value of the Fund's commitment, the Fund must deposit additional cash or
qualified securities into the account until equal to the value of the Fund's
commitment. When the securities to be purchased are issued, the Fund will pay
for the securities from available cash, the sale of other Municipal Instruments,
and, if necessary, from sale of the when-issued securities themselves, although
this is not ordinarily expected.

<PAGE>

INVESTMENT RESTRICTIONS

The investment restrictions set forth below have been adopted by the
respective Fund and, unless identified as non-fundamental policies, may not be
changed without the affirmative vote of a majority of the outstanding voting
securities of that Fund. As provided in the Investment Company Act of 1940, as
amended ("1940 Act"), a "vote of a majority of the outstanding voting securities
of the Fund" means the affirmative vote of the lesser of (i) more than 50% of
the outstanding shares of the Fund or (ii) 67% or more of the shares present at
a meeting if more than 50% of the outstanding shares are represented at the
meeting in person or by proxy. Changes in values of a particular Fund's assets
will not cause a violation of the following investment restrictions so long as
percentage restrictions are observed by such Fund at the time it purchases any
security.

CASH MANAGEMENT FUND. CASH MANAGEMENT FUND will not:

(1) Pledge assets, except that the Fund may pledge not more than one-third
of its total assets (taken at current value) to secure borrowings.

(2) Make loans, except by purchase of debt obligations and through
repurchase agreements referred to under "Investment Objective and Policies" in
the Prospectus, provided, however, that repurchase agreements maturing in more
than seven days will not exceed 10% of the Fund's net assets (taken at current
value).

(3) Purchase the securities of any issuer (other than obligations issued
or guaranteed as to principal and interest by the Government of the United
States or any agency or instrumentality thereof) if, as a result thereof more
than 25% of the Fund's total assets (taken at current value) would be invested
in the obligations of one or more issuers having their principal business
activities in the same industry; provided, however, that the Fund may invest
more than 25% of its total assets in the obligations of banks.

(4) With respect to 75% of the Fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) if, as a result, (a) more than 5%
of the Fund's total assets would be invested in the securities of that issuer,
or (b) the Fund would hold more than 10% of the outstanding voting securities of
that issuer.

(5) Purchase securities on margin (but the Fund may obtain such credits as
may be necessary for the clearance of purchases and sales of securities).

(6) Make short sales of securities unless at all times while a short
position is open the Fund maintains a long position in the same security in an
amount at least equal thereto.

(7) Write or purchase any put or call options.

(8) Borrow money, except as a temporary or emergency measure (not for
leveraging or investment) in an amount not to exceed 5% of the value of its
assets.

(9) Purchase the securities of a company if such purchase, at the time
thereof, would cause more than 5% of the value of the Fund's total assets to be
invested in securities of companies, which, including predecessors, have a
record of less than three years' continuous operation.

<PAGE>

(10) Purchase the securities of other investment companies or investment
trusts.

(11) Purchase or retain any securities of another issuer if persons
affiliated with the Fund or its Adviser owning individually more than one-half
of one percent of said issuer's outstanding stock own, in the aggregate, more
than five percent of said issuer's outstanding stock.

(12) Underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under federal securities laws.

(13) Invest in companies for the purpose of exercising control or
management.

(14) Issue senior securities.

(15) Buy or sell real estate, commodities, or commodity contracts (unless
acquired as a result of ownership of securities) or interests in oil, gas or
mineral exploration.

CASH MANAGEMENT FUND has also filed the following undertakings to comply
with requirements of certain states in which shares of the Fund are sold, which
may be changed without shareholder approval:

(1) In the event the original custodian or any successor custodian resigns
or for any reason cannot or will not continue to serve as custodian and no
successor custodian can be found, the Fund will submit to shareholders for their
approval or disapproval, the matter of possible liquidation of the Fund.

(2) Notwithstanding fundamental investment restriction (15) above, the
Fund will not invest in real estate limited partnership interests or in
interests in real estate investment trusts that are not readily marketable.

(3) Notwithstanding fundamental investment restriction (9) above and non-
fundamental investment restriction (1) below, the Fund will not invest more than
15% of its total assets in unseasoned issuers and restricted securities,
including Rule 144A securities.

The Fund has adopted the following non-fundamental investment restrictions
which may be changed without shareholder approval:

(1) The Fund will not purchase any security if, as a result, more than 10%
of its net assets would be invested in illiquid securities, including repurchase
agreements not entitling the holder to payment of principal and interest within
seven days and any securities that are illiquid by virtue of legal or
contractual restrictions on resale or the absence of a readily available market.
The Directors, or the Fund's investment adviser acting pursuant to authority
delegated by the Directors, may determine that a readily available market exists
for securities eligible for resale pursuant to Rule 144A under the Securities
Act of 1933, as amended, or any other applicable rule, and therefore that such
securities are not subject to the foregoing limitation.

(2) Notwithstanding fundamental investment restriction (1) above, the Fund
will not pledge its assets in excess of an amount equal to 10% of its net
assets.

<PAGE>

(3) Notwithstanding fundamental investment restriction (4) above, with
respect to 100% of its total assets, the Fund will not purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) if, as a result, more than 5% of
the Funds total assets would be invested in the securities of that issuer.

TAX-EXEMPT MONEY MARKET FUND. TAX-EXEMPT MONEY MARKET FUND will not:

(1) Borrow money, except as a temporary or emergency measure (not for
leveraging or investment) in an amount to exceed 5% of the value of its assets.

(2) Pledge assets, except that the Fund may pledge not more than one-third
of its total assets (taken at current value) to secure borrowings made in
accordance with paragraph (1) above.

(3) Make loans, except by purchase of debt obligations and through
repurchase agreements provided.

(4) With respect to 75% of the Fund's total assets, purchase the
securities of any issuer (other than obligations issued or guaranteed as to
principal and interest by the Government of the United States or any agency or
instrumentality thereof) if, as a result thereof, (a) more than 5% of the Fund's
total assets would be invested in the securities of that issuer, or (b) the Fund
would hold more than 10% of the voting securities of that issuer. The Fund will
not invest in securities such that any one bank's letters of credit support more
than 10% of the Fund's total assets.

(5) Invest more than 25% of the Fund's total assets (taken at current
value) in the obligations of one or more issuers having their principal business
activities in the same industry.

(6) Purchase securities on margin (but the Fund may obtain such credits as
may be necessary for the clearance of purchases and sales of securities).

(7) Make short sales of securities.

(8) Write or purchase any put or call options, except stand-by
commitments.

(9) Knowingly purchase a security which is subject to legal or contractual
restrictions on resale or for which there is no readily available market.

(10) Purchase the securities of other investment companies or investment
trusts, except as they may be acquired as part of a merger, consolidation or
acquisition of assets.

(11) Purchase the securities of a company if such purchase, at the time
thereof, would cause more than 5% of the value of the Fund's total assets to be
invested in securities of companies which, including predecessors, have a record
of less than three years' continuous operation.

<PAGE>

(13) Purchase or retain any securities of another issuer if persons
affiliated with the Fund or its Adviser or management owning, individually, more
than one-half of one percent of said issuer's outstanding stock (or securities
convertible into stock) own, in the aggregate, more than 5% of said issuer's
outstanding stock (or securities convertible into stock).

(14) Invest in companies for the purpose of exercising control or
management.

(15) Issue senior securities.

(16) Buy or sell real estate, commodities or commodity contracts (unless
acquired as a result of ownership of securities) or interest in oil, gas or
mineral explorations, provided, however, the Fund may invest in Municipal
Instruments secured by real estate or interests in real estate.

The Fund has adopted the following non-fundamental restrictions which may
be changed without shareholder approval:

(1) Notwithstanding fundamental investment restriction (2) above, the Fund
will not pledge its assets in excess of an amount equal to 10% of its net
assets.

(2) Notwithstanding fundamental investment restriction (4) above, with
respect to 100% of its total assets, the Fund will not purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) if, as a result, more than 5% of
the Funds total assets would be invested in the securities of that issuer.

(3) Notwithstanding fundamental investment restriction (16) above, the
Fund will not invest in real estate limited partnership interests or in
interests in real estate investment trusts that are not readily marketable.

The Fund has also filed the following undertaking to comply with
requirements of certain states in which shares of the Fund are sold, which may
be changed without shareholder approval. In the event the original custodian or
any successor custodian resigns or for any reason cannot or will not continue to
serve as custodian and no successor custodian can be found, the Fund will submit
to shareholders for their approval or disapproval, the matter of possible
liquidation of the Fund.

DIRECTORS AND OFFICERS

The following table lists the Directors and executive officers of the
Funds, their business address and principal occupations during the past five
years. Unless otherwise noted, an individual's business address is 95 Wall
Street, New York, NY 10005.

GLENN O. HEAD*+, President and Director. Chairman of the Board, Director and
Treasurer, Administrative Data Management Corp. ("ADM"); Chairman of the Board
and Director, FIMCO, Executive Investors Management Company, Inc. ("EIMCO"),
First Investors Corporation ("FIC"), Executive Investors Corporation ("EIC") and
First Investors Consolidated Corporation ("FICC").

JAMES J. COY, Director, 90 Buell Lane, East Hampton, NY 11937. Retired;
formerly Senior Vice President, James Talcott, Inc. (financial institution).

<PAGE>

ROGER L. GRAYSON*, Director. Director, FIC and FICC; President and Director,
First Investors Resources, Inc.; Commodities Portfolio Manager.

KATHRYN S. HEAD*+, Director, 10 Woodbridge Center Drive, Woodbridge, NJ 07095.
President, FICC and FIMCO; Vice President, Chief Financial Officer and Director,
FIC and EIC; President and Director, First Financial Savings Bank, S.L.A.;
Chief Financial Officer, ADM.

F. WILLIAM ORTMAN, JR., Director, 50 B Cambridge Circle, Lakehurst, NJ 08723.
Retired; formerly Management Consultant.

REX R. REED, Director, 76 Keats Way, Morristown, NJ 07960. Retired; formerly
Senior Vice President, American Telephone & Telegraph Company.

HERBERT RUBINSTEIN, Director, 145 Elm Drive, Roslyn, NY 11576. Retired;
formerly President, Belvac International Industries, Ltd. and President,
Central Dental Supply.

JOHN T. SULLIVAN*, Director and Chairman of the Board; Director, FIMCO, FIC,
FICC and ADM; Of Counsel, Hawkins, Delafield & Wood, Attorneys.

ROBERT F. WENTWORTH, Director, RR1, Box 2554, Upland Downs Road, Manchester
Center, VT 05255. Retired; formerly financial and planning executive with
American Telephone & Telegraph Company.

CONCETTA DURSO, Vice President and Secretary. Vice President, FIMCO, EIMCO and
ADM; Assistant Vice President and Assistant Secretary, FIC.

NANCY W. JONES, Vice President. Vice President, First Investors Asset
Management Company, Inc., First Investors Fund For Income, Inc. and First
Investors Series Fund; Portfolio Manager, FIMCO.

JOSEPH I. BENEDEK, Treasurer, 10 Woodbridge Center Drive, Woodbridge, NJ 07095.
Treasurer, FIC, FIMCO, EIMCO and EIC.

CAROL LERNER BROWN, Assistant Secretary. Secretary, FIMCO, EIMCO, FIC, EIC and
ADM.

- -----------------
* These Directors may be deemed to be "interested persons," as defined in the
1940 Act, of the Funds.
+ Mr. Glenn O. Head and Ms. Kathryn S. Head are father and daughter.

All of the officers and Directors, except for Ms. Jones, hold identical or
similar positions with Executive Investors Trust, First Investors Fund For
Income, Inc., First Investors Global Fund, Inc., First Investors Government
Fund, Inc., First Investors High Yield Fund, Inc., First Investors Insured Tax
Exempt Fund, Inc., First Investors Life Series Fund, First Investors Multi-State
Insured Tax Free Fund, First Investors New York Insured Tax Free Fund, Inc.,
First Investors Series Fund, First Investors Series Fund II, Inc., First
Investors Special Bond Fund, Inc. and First Investors U.S. Government Plus Fund.
Mr. Head is also an officer and/or Director of First Investors Asset Management
Company, Inc., First Investors Credit Funding Corporation, First Investors
Leverage Corporation, First Investors Realty Company, Inc., First Investors
Resources, Inc., N.A.K. Realty Corporation, Real Property Development
Corporation, Route 33 Realty Corporation, First Investors Life Insurance
Company, First Financial Savings

<PAGE>

Bank, S.L.A., First Investors Credit Corporation and School Financial Management
Services, Inc. Ms. Head is also an officer and/or Director of First Investors
Life Insurance Company, First Investors Credit Corporation and School Financial
Management Services, Inc.

Compensation to officers and interested Directors of the Funds is paid by
the Adviser and not by the Funds. In addition, compensation to non-interested
Directors of the Funds is currently voluntarily paid by the Adviser.

MANAGEMENT

Investment advisory services to each Fund are provided by First Investors
Management Company, Inc. pursuant to separate Investment Advisory Agreements
(each, an "Advisory Agreement") dated June 13, 1994. Each Advisory Agreement
was approved by the Board of Directors of the applicable Fund, including a
majority of the Directors who are not parties to such Fund's Advisory Agreement
or "interested persons" (as defined in the 1940 Act) of any such party
("Independent Directors"), in person at a meeting called for such purpose and by
a majority of the public shareholders of the applicable Fund.

Pursuant to each Advisory Agreement, FIMCO shall supervise and manage each
Fund's investments, determine each Fund's portfolio transactions and supervise
all aspects of each Fund's operations, subject to review by the applicable
Fund's Directors. Each Advisory Agreement also provides that FIMCO shall
provide the applicable Fund with certain executive, administrative and clerical
personnel, office facilities and supplies, conduct the business and details of
the operation of such Fund and assume certain expenses thereof, other than
obligations or liabilities of such Fund. Each Advisory Agreement may be
terminated at any time without penalty by the applicable Fund's Directors or by
a majority of the outstanding voting securities of such Fund, or by FIMCO, in
each instance on not less than 60 days' written notice, and shall automatically
terminate in the event of its assignment (as defined in the 1940 Act). Each
Advisory Agreement also provides that it will continue in effect, with respect
to the applicable Fund, for a period of more than two years only if such
continuance is approved annually either by such Fund's Directors or by a
majority of the outstanding voting securities of such Fund, and, in either case,
by a vote of a majority of such Fund's Independent Directors voting in person at
a meeting called for the purpose of voting on such approval.

Under each Advisory Agreement, each Fund pays the Adviser an annual fee,
payable monthly, of 0.50% of its average daily net assets.

Pursuant to certain state regulations, the Adviser has agreed to reimburse
a Fund if and to the extent that Fund's aggregate operating and management
expenses, including advisory fees but generally excluding interest, taxes,
brokerage commissions and extraordinary expenses, exceed any limitation on
expenses applicable to that Fund for any full fiscal year (unless a waiver of
such expense limitation is obtained). The amount of any such reimbursement is
limited to the amount of the advisory fees paid or accrued to the Adviser for
the fiscal year. For the fiscal year ended December 31, 1994, no reimbursement
to either Fund was required pursuant to these regulations.

For the fiscal years ended December 31, 1992, 1993 and 1994, CASH
MANAGEMENT FUND paid $868,103, $671,107 and $241,066, respectively, in advisory
fees. For those same periods, the Adviser also voluntarily waived $173,621,
$268,443 and $374,848, respectively, in advisory fees for that Fund. For the
fiscal years ended December 31, 1992, 1993 and 1994, TAX-EXEMPT MONEY MARKET
FUND paid

<PAGE>

$134,550, $116,300 and $74,963, respectively, in advisory fees. For those same
periods, the Adviser also voluntarily waived $26,910, $23,260 and $74,963
respectively, in advisory fees for that Fund.

The Adviser has an Investment Committee composed of George V. Ganter,
Margaret Haggerty, Glenn O. Head, Nancy W. Jones, Patricia D. Poitra, Ronald
Rolleri, Clark D. Wagner and John Tomasulo. The Committee usually meets weekly
to discuss the composition of the portfolio of each Fund and to review additions
to and deletions from the portfolios.

UNDERWRITER

Each Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with First Investors Corporation ("Underwriter" or "FIC") which
requires the Underwriter to use its best efforts to sell shares of the Funds.
Pursuant to each Underwriting Agreement, the Underwriter shall bear all fees and
expenses incident to the registration and qualification of the applicable Fund's
shares. In addition, the Underwriter shall bear all expenses of sales material
or literature, including prospectuses and proxy materials, to the extent such
materials are used in connection with the sale of the Fund's shares, unless the
Fund has agreed to bear such costs pursuant to a plan of distribution. See
"Distribution Plans." Each Underwriting Agreement was approved by the
applicable Fund's Board of Directors, including a majority of the Independent
Directors. Each Underwriting Agreement provides that it will continue in effect
from year to year only so long as such continuance is specifically approved at
least annually by the applicable Fund's Board of Directors or by a vote of a
majority of the outstanding voting securities of such Fund, and in either case
by the vote of a majority of such Fund's Independent Directors, voting in person
at a meeting called for the purpose of voting on such approval. Each
Underwriting Agreement will terminate automatically in the event of its
assignment.

DISTRIBUTION PLANS

As stated in the Funds' Prospectuses, pursuant to a separate plan of
distribution for Class B shares adopted by each Fund pursuant to Rule 12b-1
under the 1940 Act ("Class B Plan"), each Fund may compensate the Underwriter
for certain expenses incurred in the distribution of that Fund's Class B shares
and the servicing or maintenance of existing Fund Class B shareholder accounts.

Each Class B Plan was approved by the applicable Fund's Board of Directors,
including a majority of the Independent Directors, and by a majority of the
outstanding Class B voting securities of such Fund. Each Class B Plan will
continue in effect from year to year as long as its continuance is approved
annually by either the applicable Fund's Board of Directors or by a vote of a
majority of the outstanding Class B voting securities of such Fund. In either
case, to continue, each Class B Plan must be approved by the vote of a majority
of the Independent Directors of the applicable Fund. Each Fund's Board reviews
quarterly and annually a written report provided by the Treasurer of the amounts
expended under the each Class B Plan and the purposes for which such
expenditures were made. While each Class B Plan is in effect, the selection and
nomination of the applicable Fund's Independent Directors will be committed to
the discretion of such Independent Directors then in office.

Each Class B Plan can be terminated at any time by a vote of a majority of
the applicable Fund's Independent Directors or by a vote of a majority of the
outstanding Class B voting securities of such Fund. Any change to the Class B
Plan that would materially increase the costs to that class of shares of a Fund

<PAGE>

may not be instituted without the approval of the outstanding Class B voting
securities of such Fund. Such changes also require approval by a majority of
the applicable Fund's Independent Directors.

In reporting amounts expended under the Class B Plans to the Directors,
FIMCO will allocate expenses attributable to the sale of each class of a Fund's
shares to such class based on the ratio of sales of such class to the sales of
both classes of shares. The fees paid by a Fund's Class B shares will not be
used to subsidize the sale of any other class of the Fund's shares.

In adopting the Class B Plan for each Fund, the applicable Fund's Board of
Directors considered all the features of the distribution system, including (1)
the conditions under which a contingent deferred sales charge ("CDSC") would be
imposed and the amount of such charge, (2) the benefit to each Fund and its
shareholders of such Fund's being available as an exchange vehicle for the Class
B shares of the other Eligible Funds, as defined below, such that Class B shares
could be exchanged with Class B shares of other Eligible Funds, as defined
below, without a contingent deferred sales charge ("CDSC") being incurred, (3)
the advantages to the shareholders of a Fund of economies of scale resulting
from growth in such Fund's assets, and (4) the Underwriter's shareholder service
and distribution-related expenses and costs.

TAX-EXEMPT MONEY MARKET FUND has adopted a plan of distribution pursuant to
Rule 12b-1 under the 1940 Act ("Class A Plan"). The Class A Plan is designed to
encourage Dealers, as that term is defined in the Prospectus, to provide
distribution services and to provide administrative support services to the Fund
and its Class A shareholders. These services may include, but shall not be
limited to, providing office space, equipment, telephone facilities and various
personnel including clerical, supervisory and possibly computer, as is necessary
or beneficial to establish and maintain Class A shareholder accounts and
records, process purchase and redemption transactions, process automatic
investments of client account cash balances, answer routine client inquiries
regarding the Fund, assist clients in changing dividend options, account
designations and addresses and providing such other services as the Fund may
reasonably request. Dealers will receive compensation from the Underwriter or
FIMCO with respect to Class A shares owned from time to time by their clients.
The schedules of fees and the basis upon which such fees will be paid is
determined from time to time by the Underwriter.

The Underwriter has the right to select, in its sole discretion, Dealers to
participate in the Class A Plan and has the right to terminate with or without
cause and in its sole discretion any agreement with a Dealer. Any agreement may
be terminated, without penalty, at any time, by a vote of a majority of the
Independent Directors upon not more than 60 days' written notice to any Dealer,
or by vote of a majority of the outstanding Class A voting securities of TAX-
EXEMPT MONEY MARKET FUND, or upon notice by the Underwriter.

The Class A Plan was adopted by TAX-EXEMPT MONEY MARKET FUND'S Directors,
including a majority of the Independent Directors. In adopting the Class A
Plan, the Fund's Board considered all relevant information and determined that
there is a reasonable likelihood that the Class A Plan will benefit TAX-EXEMPT
MONEY MARKET FUND and its shareholders.

The Class A Plan will continue in effect from year to year as long as its
continuance is approved annually by either TAX-EXEMPT MONEY MARKET FUND'S Board
of Directors or by a vote of a majority of the outstanding Class A voting
securities of the Fund. In either case, to continue, the Class A Plan must be
approved by the vote of a majority of the Independent Directors. The Board
reviews promptly after the end of each fiscal quarter and fiscal year, a written
report provided by the Treasurer of the amounts

<PAGE>

expended under the Class A Plan and the purposes for which such expenditures
were made. While the Class A Plan is in effect, the selection and nomination of
the Independent Directors of TAX-EXEMPT MONEY MARKET FUND will be committed to
the discretion of such Independent Directors then in office.

The Class A Plan can be terminated at any time by a vote of a majority of
the Independent Directors or by a vote of a majority of the outstanding Class A
voting securities of the Fund. Any material change to the Class A Plan or any
change that would materially increase the costs to the Class A shareholders of
the Fund may not be instituted without the approval of the outstanding Class A
voting securities of the Fund. Such changes also require approval by a majority
of the Fund's Independent Directors.

DETERMINATION OF NET ASSET VALUE

Each Fund values its portfolio securities in accordance with the amortized
cost method of valuation under Rule 2a-7 under the 1940 Act. To use amortized
cost to value its portfolio securities, a Fund must adhere to certain conditions
under that Rule relating to the Fund's investments, some of which are discussed
in the Prospectus. Amortized cost is an approximation of market value of an
instrument, whereby the difference between its acquisition cost and value at
maturity is amortized on a straight-line basis over the remaining life of the
instrument. The effect of changes in the market value of a security as a result
of fluctuating interest rates is not taken into account and thus the amortized
cost method of valuation may result in the value of a security being higher or
lower than its actual market value. In the event that a large number of
redemptions take place at a time when interest rates have increased, a Fund
might have to sell portfolio securities prior to maturity and at a price that
might not be desirable.

The Board of Directors of each Fund has established procedures for the
purpose of maintaining a constant net asset value of $1.00 per share, which
include a review of the extent of any deviation of net asset value per share,
based on available market quotations, from the $1.00 amortized cost per share.
Should that deviation exceed 1/2 of 1% for any Fund, the Board of Directors
will promptly consider whether any action should be initiated to eliminate or
reduce material dilution or other unfair results to shareholders. Such action
may include selling portfolio securities prior to maturity, reducing or
withholding dividends and utilizing a net asset value per share as determined by
using available market quotations. Each Fund maintains a dollar weighted
average portfolio maturity of 90 days or less and does not purchase any
instrument with a remaining maturity greater than 13 months, limits portfolio
investments, including repurchase agreements, to those U.S. dollar-denominated
instruments that are of high quality and that the Directors determine present
minimal credit risks as advised by the Adviser, and complies with certain
reporting and recordkeeping procedures. There is no assurance that a constant
net asset value per share will be maintained. In the event amortized cost
ceases to represent fair value per share, the Board will take appropriate
action.

Each Fund's Board of Directors may suspend the determination of the
applicable Fund's net asset value for the whole or any part of any period (1)
during which trading on the New York Stock Exchange ("NYSE") is restricted as
determined by the Securities and Exchange Commission ("SEC") or the NYSE is
closed for other than weekend and holiday closings, (2) when an emergency
exists, as defined by the SEC, that makes it not reasonably practicable for such
Fund to dispose of securities owned by it or fairly to determine the value of
its net assets, or (3) for such other period as the SEC has by order permitted.

<PAGE>

ALLOCATION OF PORTFOLIO TRANSACTIONS

Purchases and sales of portfolio securities by a Fund generally are
principal transactions. In principal transactions, portfolio securities are
normally purchased directly from the issuer or from an underwriter or market
maker for the securities. There will usually be no brokerage commissions paid
by a Fund for such purchases. Purchases from underwriters will include the
underwriter's commission or concession and purchases from dealers serving as
market makers will include the spread between the bid and asked price. Certain
money market instruments may be purchased by the Funds directly from an issuer,
in which no commissions or discounts are paid.

If any transactions are affected on an agency basis, the Adviser will seek
best execution of trades either (1) at the most favorable and competitive rate
of commission charged by any broker or member of an exchange, or (2) with
respect to agency transactions, at a higher rate of commission if reasonable in
relation to brokerage and research services provided to a Fund or the Adviser by
such member or broker. Such services may include, but are not limited to, any
one or more of the following: information as to the availability of securities
for purchase or sale and statistical or factual information or opinions
pertaining to investments. The Adviser may use research and services provided
to it by brokers in servicing all the funds in the First Investors Group of
Funds; however, not all such services may be used by the Adviser in connection
with a Fund. No portfolio orders are placed with an affiliated broker, nor does
any affiliated broker-dealer participate in these commissions.

The Adviser may combine transaction orders placed on behalf of a Fund and
any other Fund in the First Investors Group of Funds, any series of Executive
Investors Trust and First Investors Life Insurance Company, affiliates of the
Funds, for the purpose of negotiating brokerage commissions or obtaining a more
favorable transaction price; and where appropriate, securities purchased or sold
may be allocated, in terms of price and amount, to a Fund according to the
proportion that the size of the transaction order actually placed by a Fund
bears to the aggregate size of the transaction orders simultaneously made by
other participants in the transaction.

ADDITIONAL EXCHANGE AND REDEMPTION
INFORMATION AND OTHER SERVICES

TELEPHONE TRANSACTIONS. As stated in the Funds' Prospectuses, the Funds,
the Underwriter and their affiliates will not be liable for any loss, damage,
cost or expense arising out of any instruction (or any interpretation of such
instruction) received by telephone which they reasonably believe to be
authentic. In acting upon telephone instructions, these parties use procedures
which are reasonably designed to ensure that such instructions are genuine, such
as (1) obtaining some or all of the following information: account number;
name(s) and social security number registered to the account; and personal
identification; (2) recording all telephone transactions; and (3) sending
written confirmation of each transaction to the registered owner.

CLASS A SHARES

CHECK REDEMPTION PRIVILEGE. Confirmation of redemptions effected through
the Check Redemption Privilege and the actual checks may be provided to
shareholders on a monthly basis rather than a daily basis.

<PAGE>

SYSTEMATIC WITHDRAWAL PLAN. Shareholders who own Class A shares of a Fund
may establish a Systematic Withdrawal Plan ("Withdrawal Plan") and receive
monthly, quarterly, semi-annual or annual checks for any designated amount
(minimum $25). Dividends are reinvested in additional Class A shares of the
Fund. Shareholders may add shares to the Withdrawal Plan or terminate the
Withdrawal Plan at any time. Withdrawal Plan payments will be suspended when a
distributing Fund has received notice of a shareholder's death on an individual
account. Payments may recommence upon receipt of written alternate payment
instructions and other necessary documents from the deceased's legal
representative. Withdrawal payments will also be suspended when a payment check
is returned to the Transfer Agent marked as undeliverable by the U.S. Postal
Service after two consecutive mailings.

REDUCED SALES CHARGES. Class B shares of the Funds are eligible for the
purchase of Class A shares of any other Eligible Fund, as defined in the
Prospectus, at a reduced sales charge through a Letter of Intent or the
Cumulative Purchase Privilege.

CLASS B SHARES

CONVERSION OF CLASS B SHARES. Class B Shares of a Fund will automatically
convert to Class A shares of that Fund, based on the relative net asset values
per share of the two classes (normally $1.00), as of the close of business on
the first business day of the month in which the eighth anniversary of the
initial purchase of such Class B shares occurs. For these purposes, the date of
initial purchase shall mean (1) the first business day of the month in which
such Class B shares were issued, or (2) for Class B shares obtained through an
exchange or a series of exchanges, the first business day of the month in which
the original Class B shares were issued. For conversion purposes, Class B
shares purchased through the reinvestment of dividends and other distributions
paid in respect of Class B shares will be held in a separate sub-account. Each
time any Class B shares in the shareholder's regular account (other than those
in the sub-account) convert to Class A shares, a pro rata portion of the Class B
shares in the sub-account also will convert to Class A shares. The portion will
be determined by the ratio that the shareholder's Class B shares converting to
Class A shares bears to the shareholder's total Class B shares not acquired
through dividends and other distributions.

The availability of the conversion feature is subject to the continuing
applicability of a ruling of the Internal Revenue Service ("IRS"), or an opinion
of counsel, that: (1) the dividends and other distributions paid on Class A and
Class B shares will not result in "preferential dividends" under the Code; and
(2) the conversion of shares does not constitute a taxable event. If the
conversion feature ceased to be available, the Class B shares of the Funds would
not be converted and would continue to be subject to the higher ongoing expenses
of the Class B shares beyond eight years from the date of purchase. FIMCO has
no reason to believe that these conditions for the availability of the
conversion feature will not continue to be met.

If TAX-EXEMPT MONEY MARKET FUND implements any amendments to its Class A
Plan that would increase materially the costs that may be borne under such Plan
by Class A shareholders, Class B shares will stop converting into Class A shares
unless a majority of Class B shareholders, voting separately as a class, approve
the proposal.

WAIVERS OF CDSC ON CLASS B SHARES. The CDSC imposed on Class B shares does
not apply to: (a) any redemption pursuant to the tax-free return of an excess
contribution to an IRA or other qualified retirement plan if the Fund is
notified at the time of such request; (b) any redemption of a lump-sum or other
distribution from qualified retirement plans or accounts provided the
shareholder has attained

<PAGE>

the minimum age of 70 1/2 years and has held the Class B shares for a minimum
period of three years; (c) any redemption by advisory accounts managed by the
Adviser or any of its affiliates or for shares held by the Adviser or any of its
affiliates; (d) any redemption by a tax-exempt employee benefit plan if
continuance of the investment would be improper under applicable laws or
regulations; and (e) any redemption or transfer of ownership of shares following
the death or disability, as defined in Section 72(m)(7) of the Code, of a
shareholder if the Fund is provided with proof of death or disability and with
all documents required by the Transfer Agent within one year after the death or
disability. For more information on what specific documents are required, call
Shareholder Services at 1-800-423-4026.

RETIREMENT PLANS--CASH MANAGEMENT FUND

PROFIT-SHARING/MONEY PURCHASE PENSION PLANS. FIC offers prototype Profit-
Sharing, Money Purchase Pension and 401(k) Retirement Plans ("Retirement Plans")
approved by the IRS for corporations, sole proprietorships and partnerships.
The Custodial Agreement for each Profit-Sharing and Money Purchase Pension Plan
provides that First Financial Savings Bank, S.L.A. ("First Financial Savings"),
an affiliate of FIC, will furnish all required custodial services.

FIC offers additional versions of prototype qualified retirement plans for
eligible employers, including 401(k), money purchase, profit sharing and target
benefit plans.

Currently, there are no annual service fees chargeable to participants in
connection with a Plan account. Participants are, however, charged $5.00 for
opening a Plan account, other than a 401(k) Plan account. CASH MANAGEMENT FUND
currently pays the annual $10.00 custodian fee for each Plan account, if
applicable, maintained with the Fund. This policy may be changed at any time by
the Fund on 45 days' written notice. First Financial Savings has reserved the
right to waive its fees at any time or to change the fees on 45 days' prior
written notice.

The Plan documents contain further specific information about the Plans and
may be obtained from your First Investors Representative. Prior to establishing
a Plan, you are advised to consult with your legal and tax advisers.

INDIVIDUAL RETIREMENT ACCOUNTS. A qualified individual may purchase shares
of CASH MANAGEMENT FUND through an individual retirement account ("IRA") or, as
an employee of a qualified employer, through a Simplified Employee Pension-IRA
("SEP-IRA") or a Salary Reduction Simplified Employee Pension-IRA ("SARSEP-IRA")
furnished by FIC. Under the related Custodial Agreements, First Financial
Savings acts as custodian of each of these retirement plans.

A taxpayer generally may make an annual IRA contribution no greater than;
the lesser of: (a) 100% of his or her compensation; or (b) $2,000 (or $2,250
when also contributing to a spousal IRA). However, contributions are deductible
only under certain conditions. The requirements as to SEP-IRAs and SARSEP-IRAs
are described in IRS Form 5305-SEP and 5305A-SEP, respectively, which is
provided to employers. Employers are required to provide copies of Forms 5305-
SEP and 5305A-SEP to their eligible employees. A disclosure statement setting
forth complete details of the IRA is given to each participant before the
contribution is invested.

Currently, there are no annual service fees chargeable to a participant in
connection with an IRA, SEP-IRA or SARSEP-IRA. CASH MANAGEMENT FUND currently
pays the annual $10.00 custodian fee for each IRA account maintained with the
Fund. This policy may be changed at any time by the Fund on

<PAGE>

45 days' written notice to the holder of any IRA, SEP-IRA or SARSEP-IRA. First
Financial Savings has reserved the right to waive its fees at any time or to
change the fees on 45 days' prior written notice to the holder of any IRA.

An application and other documents necessary to establish an IRA, SEP-IRA
or SARSEP-IRA, are available from your Representative. Prior to establishing
an IRA, SEP-IRA or SARSEP-IRA, you are advised to consult with your legal and
tax advisers.

RETIREMENT BENEFIT PLANS FOR EMPLOYEES OF ELIGIBLE ORGANIZATIONS. FIC
makes available model custodial accounts under Section 403(b)(7) of the Code
("Custodial Accounts") to provide retirement benefits for employees of certain
eligible public educational institutions and other eligible non-profit
charitable, religious and humane organizations. The Custodial Accounts are
designed to permit contributions (up to a "maximum exclusion allowance") by
employees through salary reduction. First Financial Savings acts as custodian
of these accounts.

Contributions may be made to a Custodial Account under the Optional
Retirement Program for Employees of Texas Institutions of Higher Education
("ORP"), either by salary reduction agreement or otherwise, in accordance with
the terms and conditions of the ORP, and under the Texas Deferred Compensation
Plan Program for eligible state employees by salary reduction agreement.

Currently, there are no annual service fees chargeable to participants in
connection with a Custodial Account. CASH MANAGEMENT FUND currently pays the
annual $10.00 custodian fee for each Custodial Account maintained with the Fund.
This policy may be changed at any time by the Fund on 45 days' written notice to
a Custodial Account participant. First Financial Savings has reserved the right
to waive its fees at any time or to change the fees on 45 days' prior written
notice to a Custodial Account participant.

An application and other documents necessary to establish a Custodial
Account are available from your First Investors Representative. Persons
desiring to create a Custodial Account are advised to confer with their legal
and tax advisers concerning the specifics of this type of retirement benefit
plan.

Mandatory income tax withholding, at the rate of 20%, may be required for
Federal income tax purposes on "eligible rollover" distributions made from any
of the foregoing retirement plans (other than IRAs, including SEP-IRAs and
SARSEP-IRAs). If the recipient elects to directly transfer an eligible rollover
distribution to an "eligible retirement plan" that permits acceptance of such
distributions, no withholding will apply. For distributions that are not
"eligible rollover" distributions, the recipient can elect, in writing, not to
require any withholding. This election must be submitted immediately before, or
must accompany, the distribution request. The amount, if any, of any such
optional withholding depends on the amount and type of the distribution.
Appropriate election forms are available from the Custodian or Shareholder
Services. Other types of withholding nonetheless may apply.

DISTRIBUTION FEES. A participant/shareholder's account under any of the
foregoing retirement plans (including IRAs) may be charged a distribution fee
(at the time of withdrawal) of $7.00 for a single distribution of the entire
account and $1.00 for each periodic distribution therefrom.

<PAGE>

TAXES

In order to continue to qualify for treatment as a regulated investment
company ("RIC") under the Code, each Fund must distribute to its shareholders
for each taxable year at least 90% of its investment company taxable income
(consisting generally of taxable net investment income plus net short-term
capital gain, if any) plus, in the case of TAX-EXEMPT MONEY MARKET FUND, its net
interest income excludable from gross income under section 103 of the Code, and
must meet several additional requirements. For each Fund, these requirements
include the following: (1) the Fund must derive at least 90% of its gross
income each taxable year from dividends, interest, payments with respect to
securities loans and gains from the sale or other disposition of securities, or
certain other income derived with respect to its business of investing in
securities; (2) the Fund must derive less than 30% of its gross income each
taxable year from the sale or other disposition of securities that were held for
less than three months; (3) at the close of each quarter of the Fund's taxable
year, at least 50% of the value of its total assets must be represented by cash
and cash items, U.S. Government securities, securities of other RICs and other
securities, with those other securities limited, in respect of any one issuer,
to an amount that does not exceed 5% of the value of the Fund's total assets;
and (4) at the close of each quarter of the Fund's taxable year, not more than
25% of the value of its total assets may be invested in securities (other than
U.S. Government securities or the securities of other RICs) of any one issuer.

Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and capital gain net income for the one-year
period ending on October 31 of that year, plus certain other amounts.

Dividends paid by TAX-EXEMPT MONEY MARKET FUND will qualify as "exempt-
interest dividends" as defined in the Prospectus, and thus will be excludable
from gross income by its shareholders, if the Fund satisfies the additional
requirement that, at the close of each quarter of its taxable year, at least 50%
of the value of its total assets consists of securities the interest on which is
excludable from gross income under section 103(a). TAX-EXEMPT MONEY MARKET FUND
intends to continue to satisfy this requirement. The aggregate dividends
excludable from shareholders' gross income may not exceed the Fund's net tax-
exempt income. Shareholders' treatment of dividends from the Fund under local
and state income tax laws may differ from the treatment thereof under the Code.

Tax-exempt interest attributable to certain PABs (including, in the case of
a RIC, such as TAX-EXEMPT MONEY MARKET FUND, receiving interest on such bonds, a
proportionate part of the exempt-interest dividends paid by the RIC) is an item
of tax preference for purposes of the alternative minimum tax. Exempt-interest
dividends received by a corporate shareholder also may be indirectly subject to
that tax without regard to whether TAX-EXEMPT MONEY MARKET FUND'S tax-exempt
interest is attributable to those bonds. Entities or persons who are
"substantial users" (or persons related to "substantial users") of facilities
financed by PABs or IDBs should consult their tax advisers before purchasing
shares of TAX-EXEMPT MONEY MARKET FUND because, for users of certain of these
facilities, the interest on those bonds is not exempt from federal income tax.
For these purposes, the term "substantial user" is defined generally to include
a "non-exempt person" who regularly uses in trade or business a part of a
facility financed from the proceeds of PABs or IDBs.

Up to 85% of social security and railroad retirement benefits may be
included in taxable income for recipients whose adjusted gross income (including
income from tax-exempt sources such as the TAX-EXEMPT MONEY MARKET FUND) plus
50% of their benefits exceeds certain base amounts. Exempt-interest

<PAGE>

dividends from the TAX-EXEMPT MONEY MARKET FUND still are tax-exempt to the
extent described in the Prospectus; they are only included in the calculation of
whether a recipient's income exceeds the established amounts.

If TAX-EXEMPT MONEY MARKET FUND invests in any instruments that generate
taxable income, under the circumstances described in the Prospectus,
distributions of the interest earned thereon will be taxable to the Fund's
shareholders as ordinary income to the extent of the Fund's earnings and
profits. Moreover, if the Fund realizes capital gain as a result of market
transactions, any distribution of that gain will be taxable to its shareholders.
There also may be collateral Federal income tax consequences regarding the
receipt of tax-exempt dividends by shareholders such as S corporations,
financial institutions and property and casualty insurance companies. A
shareholder falling into any such category should consult its tax adviser
concerning its investment in shares of TAX-EXEMPT MONEY MARKET FUND.

PERFORMANCE INFORMATION

The Funds provide current yield quotations based on their daily dividends.
Each Fund declares dividends daily and pays dividends monthly from net
investment income.

For purposes of current yield quotations, dividends per share for a seven-
day period are annualized (using a 365-day year basis) and divided by the Fund's
average net asset value per share for the seven-day period. The current yield
quoted will be for a recent seven day period. Current yields will fluctuate
from time to time and are not necessarily representative of future results. You
should remember that yield is a function of the type and quality of the
instruments in the portfolio, portfolio maturity and operating expenses.
Current yield information is useful in reviewing a Fund's performance but,
because current yield will fluctuate, such information may not provide a basis
for comparison with bank deposits or other investments which may pay a fixed
yield for a stated period of time, or other investment companies, which may use
a different method of calculating yield.

In addition to providing current yield quotations, each Fund provides
effective yield quotations for a base period return of seven days. An effective
yield quotation is determined by a formula that requires the compounding of the
unannualized base period return. Compounding is computed by adding 1 to the
annualized base period return, raising the sum to a power equal to 365 divided
by 7 and subtracting 1 from the result.

The following is an example, for purposes of illustration only, of the
current and effective yield (and for TAX-EXEMPT MONEY MARKET FUND, the tax-
equivalent yield) calculation for Class A shares for the seven day period ended
December 31, 1994. Yields for Class B shares are not quoted because Class B
shares were not offered for sale during this period.

<PAGE>

CASH TAX-EXEMPT
MANAGEMENT FUND MONEY MARKET FUND
--------------- -----------------
<S> <C> <C>

Dividends per share
from net investment
income (seven calendar
days ended December 31, $.000993116 $.000792225
1994) (Base Period)

Annualized (365 day $.051783904 $.041308875
basis)*

Average net asset value
per share of the seven
calendar days ended $1.00 $1.00
December 31, 1994

Annualized historical
yield per share for the
seven calendar days 5.18% 4.13%
ended December 31, 1994

Effective Yield** 5.30% 4.21%

Tax Equivalent Yield*** N/A 6.45%

Weighted average life
to maturity of the
portfolio on December
31, 1994 was 37 days
for CASH MANAGEMENT
FUND AND 61 DAYS FOR
TAX-EXEMPT MONEY MARKET
FUND

<FN>
- ---------------
* This represents the average of annualized net investment income per share
for the seven calendar days ended December 31, 1994.
** Effective Yield = [(Base Period Return+1)365/7] - 1
*** Tax Equivalent Yield = (Effective Yield/(1-Tax Rate). For the purpose of
this illustration, the tax rate was assumed to be 36%. The maximum Federal
tax rate during this period was 39.6%.

</TABLE>

The Funds may include in advertisements and sales literature information,
examples and statistics to illustrate the effect of compounding income at a
fixed rate of return to demonstrate the growth of an investment over a stated
period of time resulting from the payment of dividends in additional Fund
shares. Examples for the CASH MANAGEMENT FUND may also include hypothetical
returns comparing taxable versus tax-deferred growth which would pertain to an
IRA, Code section 403(b) or other qualified retirement program. The examples
used are for illustrative purposes only and are not representations by a Fund of
past or future yield or return.

From time to time, in reports and promotional literature, each Fund may
compare its performance to, or cite the historical performance of the relevant
Donoghue's Money Fund Average, a published statistic indicating the performance
of money market mutual funds, and the Bank Rate Monitor Index, a

<PAGE>

published statistic indicating a composite interest rate available through banks
on their money market deposit accounts. Additionally, performance rankings and
ratings reported periodically in national financial publications such as MONEY,
FORBES, BUSINESS WEEK, BARRON'S, FINANCIAL TIMES, CHANGING TIMES, FORTUNE, etc.,
may also be used. Quotations from articles appearing in daily newspaper
publications such as THE NEW YORK TIMES, THE WALL STREET JOURNAL and THE NEW
YORK DAILY NEWS may be cited.

GENERAL INFORMATION

AUDITS AND REPORTS. The accounts of each Fund are audited twice a year by
Tait, Weller & Baker, independent certified public accountants, Two Penn Center
Plaza, Philadelphia, PA 19102-1707. Shareholders of each Fund receive semi-
annual and annual reports, including audited financial statements, and a list of
securities owned.

TRANSFER AGENT. Administrative Data Management Corp., 95 Wall Street, New
York, NY 10005, an affiliate of FIMCO and FIC, acts as transfer agent ("Transfer
Agent") for each Fund and as redemption agent for regular redemptions. The fees
charged to a Fund by the Transfer Agent are $2.00 per account per month, $1.00
per account per report required by any government authority and $5.00 for each
exchange of shares into a Fund. Additional fees charged to the Funds by the
Transfer Agent are assumed by the Underwriter. The Transfer Agent reserves the
right to change the fees on prior notice to the Funds. The $5 administrative
fee for exchange transfers into a Fund, which is generally to be charged to the
shareholder, is being borne on a voluntary basis by the Funds for an indefinite
period. Upon request from shareholders, the Transfer Agent will provide an
account history. For account histories covering the most recent three year
period, there is no charge. The Transfer Agent charges a $5.00 administrative
fee for each account history covering the period 1983 through 1990 and $10.00
per year for each account history covering the period 1974 through 1982.
Account histories prior to 1974 will not be provided. In addition, the Transfer
Agent charges shareholders a $15.00 fee for each duplicate copy of a draft
check. If any communication from the Transfer Agent to a shareholder is
returned from the U.S. Postal Service marked as "Undeliverable" two consecutive
times, the Transfer Agent will cease sending any further materials to the
shareholder until the Transfer Agent is provided with a correct address.
Furthermore, if there is no known address for a shareholder for at least one
year, the Transfer Agent will charge such shareholder's account $40 to cover the
Transfer Agent's expenses in trying to locate the shareholder's correct address.
For the fiscal year ended December 31, 1994, CASH MANAGEMENT FUND and TAX-EXEMPT
MONEY MARKET FUND paid $398,175 and $56,243, respectively, in transfer agency
fees and expenses. For the same period, the Transfer Agent also voluntarily
waived transfer agency fees and expenses for CASH MANAGEMENT FUND and TAX-EXEMPT
MONEY MARKET FUND in the amounts of $185,110 and $29,495, respectively. The
Transfer Agent's telephone number is 1-800-423-4026.

5% SHAREHOLDERS. As of April 17, 1995, the Adviser beneficially owned
5.8%, and School Financial Management Services, Inc., 95 Wall Street, New York,
New York 10005, beneficially owned 8.6% of the outstanding Class A shares of
CASH MANAGEMENT FUND. As of the same date, Sam Siegel, 40 East 78th Street, New
York, NY 10021, beneficially owned 6.7% of the outstanding Class A shares of
TAX-EXEMPT MONEY MARKET FUND.

TRADING BY PORTFOLIO MANAGERS AND OTHER ACCESS PERSONS. Pursuant to
Section 17(j) of the 1940 Act and Rule 17j-1 thereunder, each Fund and the
Adviser have adopted Codes of Ethics restricting personal securities trading by
portfolio managers and other access persons of the Funds. Among other things,
such persons: (a) must have all trades pre-cleared by the Adviser; (b) are
restricted from short-term

<PAGE>

trading; (c) must have duplicate statements and transactions confirmations
reviewed by a compliance officer; and (d) are prohibited from purchasing
securities of initial public offerings.

APPENDIX A
DESCRIPTION OF CORPORATE AND MUNICIPAL COMMERCIAL PAPER RATINGS

STANDARD & POOR'S RATINGS GROUP

S&P's commercial paper rating is a current assessment of the likelihood of
timely payment of debt considered short-term in the relevant market. Ratings
are graded into several categories, ranging from "A-1" for the highest quality
obligations to "D" for the lowest.

A-1 This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus (+) designation.

A-2 Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1."

MOODY'S INVESTORS SERVICE, INC.

Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations which have an original maturity not
exceeding one year. Obligations relying upon support mechanisms such as
letters-of-credit and bonds of indemnity are excluded unless explicitly rated.

PRIME-1 Issuers (or supporting institutions) rated Prime-1 (P-1) have a
superior ability for repayment of senior short-term debt obligations. P-1
repayment ability will often be evidenced by many of the following
characteristics:

- Leading market positions in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structure with moderate reliance
on debt and ample asset protection.
- Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
- Well-established access to a range of financial markets and
assured sources of alternate liquidity.

PRIME-2 Issuers (or supporting institutions) rated Prime-2 (P-2) have a
strong ability for repayment of senior short-term obligations. This will
normally be evidenced by many of the characteristics cited above, but to a
lesser degree. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.

<PAGE>

APPENDIX B
DESCRIPTION OF CORPORATE AND MUNICIPAL BOND RATINGS

STANDARD & POOR'S RATINGS GROUP

The ratings are based on current information furnished by the issuer or
obtained by S&P from other sources it considers reliable. S&P does not perform
any audit in connection with any rating and may, on occasion, rely on unaudited
financial information. The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information, or based on other
circumstances.

The ratings are based, in varying degrees, on the following considerations:

1. Likelihood of default-capacity and willingness of the
obligor as to the timely payment of interest and repayment
of principal in accordance with the terms of the obligation;

2. Nature of and provisions of the obligation;

3. Protection afforded by, and relative position of, the
obligation in the event of bankruptcy, reorganization, or
other arrangement under the laws of bankruptcy and other
laws affecting creditors' rights.

AAA Debt rated "AAA" has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

PLUS (+) OR MINUS (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
categories.

MOODY'S INVESTORS SERVICE, INC.

Aaa Bonds which are rated "Aaa" are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa Bonds which are rated "Aa" are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities, fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat greater than the Aaa
securities.

Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the

<PAGE>

nd of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

APPENDIX C
DESCRIPTION OF MUNICIPAL NOTE RATINGS

STANDARD & POOR'S RATINGS GROUP

S&P's note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in 3 years or less will likely receive a note
rating. Notes maturing beyond 3 years will most likely receive a long-term debt
rating. The following criteria will be used in making that assessment.

- Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).

- Source of Payment (the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1 Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest.

MOODY'S INVESTORS SERVICE, INC.

Moody's ratings for state and municipal notes and other short-term loans
are designated Moody's Investment Grade (MIG). This distinction is in
recognition of the difference between short-term credit risk and long-term risk.

MIG-1. Loans bearing this designation are of the best quality, enjoying
strong protection from established cash flows of funds for their servicing or
from established and broad-based access to the market for refinancing, or both.

MIG-2. Loans bearing this designation are of high quality, with margins of
protection ample although not as large as the preceding group.

<PAGE>

Financial Statements

as of December 31, 1994

<PAGE>

Portfolio of Investments
FIRST INVESTORS CASH MANAGEMENT FUND, INC.
December 31, 1994
- -----------------------------------------------------------------------------------------------------------
Amount
Invested
For Each
Principal Annualized $10,000 of
Amount Security Yield* Value Net Assets
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CORPORATE NOTES--85.9%
$ 5,000M Appalachian Power Inc., 1/3/95 6.03% $ 4,998,325 $ 389
5,000M AT&T Corp., 1/23/95 5.56 4,983,011 388
4,000M CPC International Inc., 2/1/95 5.48 3,981,124 310
3,000M Ford Motor Credit Co., 1/31/95 6.12 2,984,700 232
2,000M Ford Motor Credit Co., 2/3/95 6.05 1,988,908 155
3,225M GTE Florida Inc., 1/5/95 5.95 3,222,868 251
4,000M GTE Hawaiian Telephone Inc., 1/27/95 6.07 3,982,465 310
3,000M Heinz (H.J.) Co., 2/2/95 5.90 2,984,267 232
2,000M Laclede Gas Co., 1/19/95 5.76 1,994,240 155
5,000M Lubrizol Corp., 1/11/95 6.00 4,991,667 388
5,000M McGraw-Hill Inc., 2/7/95 5.93 4,969,526 387
5,000M METLIFE Funding, Inc., 1/20/95 5.53 4,985,407 388
5,000M National Rural Utilities Coop. Fin. Corp., 1/27/95 5.98 4,978,406 387
3,500M Nestle Capital Corp., 1/9/95 5.85 3,495,450 272
3,000M Pitney Bowes Credit Inc., 1/13/95 5.40 2,994,600 233
2,800M Proctor & Gamble Co., 1/12/95 5.95 2,794,909 218
5,000M Raytheon Credit Corp., 1/20/95 5.95 4,984,299 388
5,000M Rockwell International Corp., 1/9/95 5.97 4,993,367 389
6,000M Smithkline Beecham Finance, 1/17/95 5.90 5,984,267 466
4,450M Southern California Gas Co., 2/6/95 5.77 4,424,323 344
6,000M Stanley Works, 1/20/95 5.48 5,982,646 466
5,000M Tampa Electric Co., 1/30/95 5.96 4,975,994 387
5,000M Temple-Inland Inc., 1/6/95 6.00 4,995,833 389
5,000M Texaco Inc., 1/11/95 6.00 4,991,667 388
4,825M Wisconsin Gas Co., 2/21/95 5.82 4,785,218 372
1,500M Wisconsin Power & Light Co., 1/19/95 5.92 1,495,560 116
2,500M Wisconsin Power & Light Co., 1/25/95 5.76 2,490,400 194
- -----------------------------------------------------------------------------------------------------------
Total Value of Corporate Notes (cost $110,433,447) 110,433,447 8,594
- -----------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCIES--5.9%
$ 2,600M Federal Farm Credit Bank, 3/13/95 6.12% $ 2,568,618 $ 200
5,000M Federal National Mortgage Assn., 2/15/95 6.04 4,962,250 386
- -----------------------------------------------------------------------------------------------------------
Total Value of U.S. Government Agencies (cost $7,530,868) 7,530,868 586
- -----------------------------------------------------------------------------------------------------------
FLOATING RATE NOTES--7.1%
5,000M Comerica Bank, 11/8/95 5.82 5,040,536 392
250M Federal Home Loan Bank, 4/2/95 6.31 253,947 20
2,000M Federal Home Loan Bank, 4/27/95 5.30 2,017,059 157
1,850M Pepsico Inc., 4/13/95 5.85 1,872,140 146

<PAGE>

- -----------------------------------------------------------------------------------------------------------
Total Value of Floating Rate Notes (cost $9,183,682) 9,183,682 715
- -----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $127,147,997)+ 98.9% 127,147,997 9,895
Other Assets, Less Liabilities 1.1 1,347,139 105
- -----------------------------------------------------------------------------------------------------------
Net Assets 100.0% $128,495,136 $10,000
===========================================================================================================

The interest rates shown for the Corporate and U.S. Government Agency Notes
are the effective rates at the time of purchase by the Fund. The interest
rates on floating rate securities are adjusted periodically; the rates
shown are the rates that were in effect at December 31, 1994.

+Aggregate cost for federal income tax purposes is the same.

</TABLE>

See notes to financial statements

Portfolio of Investments
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.
December 31, 1994
- -----------------------------------------------------------------------------------------------------------
Amount
Invested
For Each
Principal $10,000 of
Amount Security Value Net Assets
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MUNICIPAL NOTES AND VARIABLE RATE SECURITIES--100.7%
Alabama--3.8%
$1,000M Birmingham General Obligation Bond, VR, 5.5%
(LOC; First Alabama Bank) $ 1,003,516 $ 380
- -----------------------------------------------------------------------------------------------------------
California--6.7%
700M Los Angeles County, TRAN, 4.5%, 6/30/95 768,671 291
1,000M San Diego County, TRAN, VR, 5.75% 1,003,584 380
- -----------------------------------------------------------------------------------------------------------
1,772,255 671
- -----------------------------------------------------------------------------------------------------------
Colorado--5.6%
700M Arapahoe County Highway Revenue Bond, 3.8%, 2/28/95 708,964 268
475M Clear Creek Cnty., Finl. Pool Prog. Rev. Wts., VR, 5%
(Financing Pool Program) (LOC; National Westminster Bank) 476,417 180
300M Colorado Health Fac. Auth., 4%, 5/1/95
(Sisters of Charity-Sunny Acres) 302,022 114
- -----------------------------------------------------------------------------------------------------------
1,487,403 562
- -----------------------------------------------------------------------------------------------------------
Connecticut--3.0%
300M Connecticut State Special Assessment, VR, 5.45% 303,216 115

<PAGE>

500M Connecticut State Unlimited Tax G.O., 4.9%, 5/15/95 503,117 190
- -----------------------------------------------------------------------------------------------------------
806,333 305
- -----------------------------------------------------------------------------------------------------------
District of Columbia--3.8%
1,000M District of Columbia University Rev. Bond, VR, 5.55%
(Georgetown University) (SPA; Sanwa Bank) 1,003,721 380
- -----------------------------------------------------------------------------------------------------------
Florida--4.1%
535M Pinellas County Health Facs. Rev. Bond, VR, 4.95%
(Bayfront Medical Center Project)
(SPA; Barnett Bank South Florida) 536,542 203
540M Volusia County Health Fac. Rev. Bond, VR, 5.5%
(SPA; Morgan Guaranty) 542,002 205
- -----------------------------------------------------------------------------------------------------------
1,078,544 408
- -----------------------------------------------------------------------------------------------------------
Georgia--7.6%
900M Clayton County, Multi-Family Hsg. Auth. Rev. Bond, VR, 5.5%
(Ten Oaks Apartments) 902,635 342
600M Cobb County, Multi-Family Hsg. Auth. Rev. Bond, VR, 5.65%
(LOC; Mellon Bank) 602,239 228
500M Columbus Downtown Dev. Auth. Rev. Bond, VR, 5.55%
(One Arsenal Place Project) (LOC; National Westminster Bank) 501,774 190
- -----------------------------------------------------------------------------------------------------------
2,006,648 760
- -----------------------------------------------------------------------------------------------------------
Illinois--3.8%
1,000M Chicago General Obligation Bond, VR, 5.4% 1,003,552 380
- -----------------------------------------------------------------------------------------------------------
Iowa--3.4%
900M Des Moines Comm. Dev. Rev. Bond, VR, 5.5%
(Capital Center III Project) (LOC; Union Bank of Switzerland) 903,147 342
- -----------------------------------------------------------------------------------------------------------
Kentucky--1.9%
500M Clarke County, Poll. Control Rev., 3.75%, 4/17/95 503,915 191
- -----------------------------------------------------------------------------------------------------------
Louisiana--2.7%
700M De Soto Parish Poll. Control Rev., VR, 5.4%
(Central Louisiana Electric) (LOC; Swiss Bank Corporation) 702,012 266
- -----------------------------------------------------------------------------------------------------------
Maine--4.8%
250M Maine Health & Educational Facilities, VR, 5.25% 250,874 95
1,000M Maine State Tax Anticipation Notes, 4.5%, 6/30/95 1,024,090 388
- -----------------------------------------------------------------------------------------------------------
1,274,964 483
- -----------------------------------------------------------------------------------------------------------
Mississippi--3.8%
1,000M Claiborne County, National Rural Utility Revenue, 3.85%, 3/10/95 1,003,270 380
- -----------------------------------------------------------------------------------------------------------
Missouri--3.8%
1,000M Independence Missouri Water Utility Revenue, 3.8%, 3/10/95 1,005,622 380
- -----------------------------------------------------------------------------------------------------------
New Jersey--3.1%
800M New Jersey State Turnpike Authority Rev. Bonds, VR, 4.65%
(LOC; Societe Generale) 812,003 307

<PAGE>

- -----------------------------------------------------------------------------------------------------------
New York--3.8%
1,000M City of New York, TRAN, 4.25%, 2/15/95 1,016,588 385
- -----------------------------------------------------------------------------------------------------------
Ohio--1.9%
500M City of Centerville, Health Care Rev., VR, 5.5%
(Bethany Luthern Village Care Facility) (LOC; PNC Bank) 503,258 189
- -----------------------------------------------------------------------------------------------------------
Pennsylvania--6.9%
500M City of Philadelphia, 4.75%, 6/15/95 513,423 194
500M Pennsylvania State University Project Notes G.O., 5.5%, 12/21/95 502,597 190
200M Sayre County, Health Care Fac. Rev. Bond, VR, 5.25%
(LOC; First National Bank of Chicago) 200,697 76
600M Sayre County, Health Care Fac. Rev. Bond, VR, 5.25%, 602,092 228
- -----------------------------------------------------------------------------------------------------------
1,818,809 688
- -----------------------------------------------------------------------------------------------------------
Rhode Island--3.1%
800M State of Rhode Island, TRAN, 4.25%, 6/30/95 818,562 310
- -----------------------------------------------------------------------------------------------------------
South Carolina--3.8%
1,000M Charleston County, Hosp. Facs. Rev., VR, 5.5%
(LOC; Bankers Trust) 1,003,560 380
- -----------------------------------------------------------------------------------------------------------
Texas--8.6%
300M Harris County, Ind. Dev. Corp. Poll Control Rev., VR, 4.75% 300,991 114
300M San Antonio Ltd. Tax G.O., 8.875%, 8/1/95 319,001 121
1,000M State of Texas General Obligation Bond, 7.5%, 10/1/95 1,038,477 393
600M Texas Health Facs. Rev. Bond, VR, 5.5%
(Cook-Fort Worth Childrens Hsp.) (LOC; Societe Generale) 602,201 228
- -----------------------------------------------------------------------------------------------------------
2,260,670 856
- -----------------------------------------------------------------------------------------------------------
Virgina--5.7%
700M Louisa County, Ind. Dev. Auth., 3.6%, 1/18/95 703,314 266
800M Lynchburgh Hosp. Fac. Rev. Bond, VR, 5.25% 802,789 304
- -----------------------------------------------------------------------------------------------------------
1,506,103 570
- -----------------------------------------------------------------------------------------------------------
Wisconsin--3.9%
1,000M State of Wisconsin General Obligation, 6.4%, 5/1/95 1,019,672 385
- -----------------------------------------------------------------------------------------------------------
Wyoming--1.1%
300M Lincoln County, Poll. Control Rev. Bond, VR, 4.75% 300,991 114
- -----------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $26,615,118)+ 100.7% 26,615,118 10,072
Excess of Liabilities Over Other Assets (.7) (191,479) (72)
- -----------------------------------------------------------------------------------------------------------
Net Assets 100.0% $26,423,639 $10,000
===========================================================================================================

The interest rates shown for municipal notes are the effective rates at the
time of purchase by the Fund. The interest rates on variable rate
securities are adjusted periodically; the rates shown are the rates that
were in effect at December 31, 1994. The variable rate securities are
subject to optional tenders (which are exercised through put options) or

<PAGE>

mandatory redemptions. The put options are exercisable on a daily, weekly,
monthly or semi-annual basis at a price equal to the principal amount plus
accrued interest.

+Aggregate cost for federal income tax purposes is the same.

Summary of Abbreviations:

LOC Letter of Credit
SPA Security Purchase Agreement
TRAN Tax and Revenue Anticipation Notes
VR Variable Rate Notes
</TABLE>

See notes to financial statements

Statement of Assets and Liabilities
December 31, 1994
- ---------------------------------------------------------------------------------------------
First Investors First Investors
Cash Management Tax-Exempt Money
Fund, Inc. Market Fund, Inc.
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Investments in securities (Note 1A):
At amortized cost $127,147,997 $26,615,118
=========== ==========
At value $127,147,997 $26,615,118
Cash (overdraft) 800,730 (147,744)
Receivable for capital stock sold 900,000 --
Other assets 24,200 4,885
----------- ----------
Total Assets 128,872,927 26,472,259
----------- ----------
Liabilities
Payables:
Capital stock redeemed 233,231 1,396
Dividend disbursing agent 18,882 21,660
Accrued expenses 95,795 19,346
Accrued advisory fee 29,883 6,218
----------- ----------
Total Liabilities 377,791 48,620
----------- ----------
Net Assets $128,495,136 $26,423,639
=========== ==========
Shares Outstanding--Class A ($.01 par value, 2,500,000,000 and
500,000,000 shares authorized, respectively)(Note 2) 128,495,136 26,423,639
=========== ==========
Net Asset Value, Offering Price and Redemption Price Per
Share--Class A (Net assets divided by shares outstanding) $1.00 $1.00

<PAGE>

========== ==========
</TABLE>

See notes to financial statements

Statement of Operations
Year Ended December 31, 1994
- ---------------------------------------------------------------------------------------------
First Investors First Investors
Cash Management Tax-Exempt Money
Fund, Inc. Market Fund, Inc.
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Income
Interest income $5,343,200 $737,282
---------- ----------
Expenses:
Advisory fee (Note 3) 615,914 125,495
Shareholder servicing costs (Note 3) 609,754 85,738
Reports and notices to shareholders 78,358 8,395
Professional fees 37,571 19,020
Custodian fees 48,669 8,442
Other expenses 32,415 8,718
---------- ----------
Total expenses 1,422,681 255,808
Less: Portion of expenses waived (Note 3) 559,958 80,027
---------- ----------
Net expenses 862,723 175,781
---------- ----------
Net investment income 4,480,477 561,501
Net realized loss on investments (2,388) --
---------- ----------
Net Increase in Net Assets Resulting from Operations $4,478,089 $561,501
========== ==========
</TABLE>

See notes to financial statements

Statement of Changes in Net Assets
- ------------------------------------------------------------------------------------------
First Investors First Investors
Cash Management Tax-Exempt Money
Fund, Inc. Market Fund, Inc.
----------------------------- ----------------------------
Year Ended December 31 1994 1993 1994 1993
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations

<PAGE>

Net investment income $ 4,480,477 $ 3,415,208 $ 561,501 $ 426,142
Net realized loss on investments (2,388) (633) -- (81)
----------- ----------- ---------- ----------
Net increase
in net assets resulting
from operations and declared as
distributions to shareholders
(Note 1C) $ 4,478,089 $ 3,414,575 $ 561,501 $ 426,061
=========== =========== ========== ==========
Capital Share Transactions
(Note 2)
Net proceeds from sale
of shares $281,311,936 $262,715,648 $37,386,855 $36,279,157
Net asset value of shares
issued to shareholders
in reinvestment of
distributions 3,812,783 3,310,339 544,099 410,740
----------- ----------- ---------- ----------
285,124,719 266,025,987 37,930,954 36,689,897
Cost of shares redeemed (283,807,863) (289,742,518) (35,364,302) (38,232,319)
----------- ----------- ---------- ----------
Total increase (decrease)
in net assets 1,316,856 (23,716,531) 2,566,652 (1,542,422)
Net Assets
Beginning of year 127,178,280 150,894,811 23,856,987 25,399,409
----------- ----------- ---------- ----------
End of year $128,495,136 $127,178,280 $26,423,639 $23,856,987
=========== =========== ========== ==========
</TABLE>

See notes to financial statements

Notes to Financial Statements
FIRST INVESTORS CASH MANAGEMENT FUND, INC.
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.

1. Significant Accounting Policies- -The Funds are registered under the
Investment Company Act of 1940 (the "1940 Act") as diversified, open- end
management investment companies.

A. Security Valuation--The Funds value all of their portfolio securities
using the amortized cost method, which excludes unrealized gains or losses
from the computation of portfolio value. This is accomplished by valuing a
security at cost plus amortized discount or accrued interest. While this
method of valuation tends to produce stable valuation of securities held to
their maturity, the actual market value of the security, if sold prior to
maturity, may vary from the security's value to the Funds while in the
Funds' portfolios.

B. Federal Income Taxes--It is the policy of the Funds to continue to
comply with the special provisions of the Internal Revenue Code applicable
to investment companies and to make sufficient distributions of income and
capital gains to relieve the Funds from all, or substantially all, federal
income taxes.

<PAGE>

C. Distributions--The Funds declare distributions daily and pay
distributions monthly. Distributions are declared from the total of net
investment income and net realized gains or losses on investments.
Distributions paid by First Investors Tax-Exempt Money Market Fund, Inc.
from net investment income are considered exempt-interest dividends and as
such should not be subject to federal income taxes.

D. Other--Security transactions are accounted for on the date the
securities are purchased or sold. Cost is determined, and gains and losses
are based, on the amortized cost basis for both financial statement and
federal income tax purposes. Interest income and estimated expenses are
accrued daily.

2. Capital Stock--By action of the Funds' Boards of Directors, the Funds
amended their Articles of Incorporation on October 21, 1994. Of the
5,000,000,000 shares originally authorized, the Cash Management Fund
allocated 2,500,000,000 shares as Class A and 2,500,000,000 shares as Class
B capital stock. For the Tax-Exempt Money Market Fund, of the 1,000,000,000
shares originally authorized, 500,000,000 shares were allocated as Class A
and 500,000,000 shares were allocated as Class B capital stock. As of
December 31, 1994, only Class A shares have been issued.

At December 31, 1994, paid-in capital amounted to $128,495,136 for First
Investors Cash Management Fund, Inc. and $26,423,639 for First Investors
Tax-Exempt Money Market Fund, Inc. The numbers of shares transacted during
the period are the same as the amounts included in the Statement of Changes
in Net Assets since shares are recorded at $1.00 per share.

3. Advisory Fee and Other Transactions With Affiliates (Also see Note
4)--Certain officers and directors of the Funds are officers and directors
of the investment adviser, First Investors Management Company, Inc.
("FIMCO"), the underwriter, First Investors Corporation ("FIC"), the
transfer agent, Administrative Data Management Corp. ("ADM") and/or First
Financial Savings Bank, S.L.A. ("FFS"), custodian of First Investors Cash
Management Fund, Inc.'s Individual Retirement Accounts. Officers and
directors of the Funds received no remuneration from the Funds for serving
in such capacities. Their remuneration (together with certain other
expenses of the Funds) is paid by FIMCO or FIC.

The Investment Advisory Agreements provide as compensation to FIMCO an
annual fee, payable monthly, at the rate of 1/2 of 1% of each Fund's
average daily net assets. For the year ended December 31, 1994, the
investment adviser voluntarily reduced this fee by $374,848 for First
Investors Cash Management Fund, Inc. and by $50,532 for First Investors
Tax-Exempt Money Market Fund, Inc.

Pursuant to certain state regulations, FIMCO has agreed to reimburse each
Fund if and to the extent that the Fund's aggregate operating expenses,
including the advisory fee but generally excluding interest, taxes,
brokerage commissions and extraordinary expenses, exceed any limitation on
expenses applicable to the Fund in those states (unless waivers of such
limitations have been obtained). The amount of any such reimbursement is
limited to the yearly advisory fee. For the year ended December 31, 1994,
no reimbursement was required pursuant to these provisions.

For the year ended December 31, 1994, shareholder servicing costs of First

<PAGE>

Investors Cash Management Fund, Inc. included transfer agent fees and out
of pocket expenses accrued to ADM of $398,175 (net of $185,110 waived) and
$26,469 in custodian fees paid to FFS. First Investors Tax-Exempt Money
Market Fund, Inc.'s shareholder servicing costs included transfer agent
fees and out of pocket expenses accrued to ADM in the amount of $56,243
(net of $29,495 waived).

4. Distribution Plan--First Investors Tax-Exempt Money Market Fund, Inc.
has adopted a Distribution Plan under Rule 12b-1 of the 1940 Act, under
which fees may be paid to Administrators for distribution and
administrative services. Payments under the Plan are made by the adviser
and not by the Fund.

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Directors of
First Investors Cash Management Fund, Inc. and
First Investors Tax-Exempt Money Market Fund, Inc.

We have audited the accompanying statement of assets and liabilities of
First Investors Cash Management Fund, Inc. and First Investors Tax- Exempt
Money Market Fund, Inc. including the portfolios of investments, as of
December 31, 1994, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the two
years in the period then ended and financial highlights for each of the ten
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Funds' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.

Our procedures included confirmation of securities owned as of December 31,
1994, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of First Investors Cash Management Fund, Inc. and First Investors
Tax-Exempt Money Market Fund, Inc. at December 31, 1994, and the results of
their operations, changes in their net assets and financial highlights for
each of the respective periods presented, in conformity with generally
accepted accounting principles.

Tait, Weller & Baker

Philadelphia, Pennsylvania
January 31, 1995

<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Financial Statements are set forth in Part B, Statement of Additional
Information.

(b) Exhibits:

(1)(7) Articles of Restatement

(2)(7) Amended and Restated By-Laws

(3) Not Applicable

(4)(1) Specimen Certificate

(5)(7) Investment Advisory Agreement between Registrant and
First Investors Management Company, Inc.

(6)(6) Underwriting Agreement between Registrant and First
Investors Corporation.

(7) Not Applicable

(8)a.(1) Custodian Agreement between Registrant and Irving Trust
Company

b.(4) Supplement to Custodian Agreement between Registrant
and The Bank of New York

c.(6) Payment and Redemption Agency Agreement between
Registrant and Irving Trust Company

(9)a.(1) Administration Agreement between Registrant, First
Investors Management Company, Inc., First Investors
Corporation and Administrative Data Management Corp.

b.(6) Amendment to Administration Agreement

(10)(5) Opinion of Counsel

(11)a. Consent of independent accountants

b.(4) Powers of Attorney

C-1

<PAGE>

(12) Not Applicable

(13) Not Applicable

(14)a.(3) First Investors Profit Sharing/Money Purchase Pension
Retirement Plan for Sole Proprietor ships, Partnerships
and Corporations

b.(4) First Investors Individual Retirement Account

c.(2) First Investors 403(b) Custodial Account

d.(4) First Investors SEP-IRA and SARSEP-IRA

(15)(7) Class B Distribution Plan

(16) Not Applicable

- ---------------

(1) Previously filed with the Commission
(2) Incorporated by reference from Post-Effective Amendment No. 16 to
Registrant's Registration Statement (File No. 2-62347) filed on April 24,
1991.
(3) Incorporated by reference from Post-Effective Amendment No. 17 to
Registrant's Registration Statement (File No. 2-62347) filed on March 2,
1992.
(4) Incorporated by reference from Post-Effective Amendment No. 18 to
Registrant's Registration Statement (File No. 2-62347) filed on April 30,
1993.
(5) Incorporated by reference from Registrant's Rule 24f-2 Notice for its
fiscal year ended December 31, 1994 filed on February 21, 1995.

(6) Incorporated by reference from Post-Effective Amendment No. 19 to
Registrant's Registration Statement (File No. 2-62347) filed on April 29,
1994.
(7) Incorporated by reference from Post-Effective Amendment No. 20 to
Registrant's Registration Statement (File No. 2-62347) filed on October 18,
1994.

Item 25. Persons Controlled by or under common control with Registrant

There are no persons controlled by or under common control with the
Registrant.

C-2

<PAGE>

Item 26.Number of Holders of Securities

Number of Record
Holders as of
Title of Class February 28, 1995
--------------- ------------------
Class A Shares 19,569
Class B Shares 1

Item 27. Indemnification

Article X, Section 1 of the By-Laws of Registrant provides as follows:

Section 1. Every person who is or was an officer or director of the
Corporation (and his heirs, executors and administrators) shall be indemnified
by the Corporation against reasonable costs and expenses incurred by him in
connection with any action, suit or proceeding to which he may be made a party
by reason of his being or having been a director or officer of the Corporation,
except in relation to any action, suit or proceeding in which he has been
adjudged liable because of negligence or misconduct, which shall be deemed to
include willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office. In the absence of an
adjudication which expressly absolves the director or officer of liability to
the Corporation or its stockholders for negligence or misconduct, within the
meaning thereof as used herein, or in the event of a settlement, each director
or officer (and his heirs, executors and administrators) shall be indemnified by
the Corporation against payments made, including reasonable costs and expenses,
provided that such indemnity shall be conditioned upon the prior determination
by a resolution of two-thirds of the Board of Directors, who are not involved in
the action, suit or proceeding that the director or officer has no liability by
reason of negligence or misconduct within the meaning thereof as used herein,
and provided further that if a majority of the members of the Board of Directors
of the Corporation are involved in the action, suit or proceeding, such
determination shall have been made by a written opinion of independent counsel.
Amounts paid in settlement shall not exceed costs, fees and expenses which would
have been reasonably incurred if the action, suit or proceeding had been
litigated to a conclusion. Such a determination by the Board of Directors or by
independent counsel, and the payment of amounts by the Corporation on the basis
thereof, shall not prevent a stockholder from challenging such indemnification
by appropriate legal proceedings on the grounds that the person indemnified was
liable to the Corporation or its security holders by reason of negligence or
misconduct within the meaning thereof as used herein. The foregoing rights and
indemnification shall not be exclusive of

C-3

<PAGE>

any other rights to which any officer or director (or his heirs, executors and
administrators) may be entitled to according to law.

The Registrant's Investment Advisory Agreement provides as follows:

The Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Company or any Series in connection with
the matters to which this Agreement relate except a loss resulting from the
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. Any person, even though also an officer,
partner, employee, or agent of the Manager, who may be or become an officer,
Board member, employee or agent of the Company shall be deemed, when rendering
services to the Company or acting in any business of the Company, to be
rendering such services to or acting solely for the Company and not as an
officer, partner, employee, or agent or one under the control or direction of
the Manager even though paid by it.

The Registrant's Underwriting Agreement provides as follows:

The Underwriter agrees to use its best efforts in effecting the sale
and public distribution of the shares of the Fund through dealers and to perform
its duties in redeeming and repurchasing the shares of the Fund, but nothing
contained in this Agreement shall make the Underwriter or any of its officers
and directors or shareholders liable for any loss sustained by the Fund or any
of its officers, directors, or shareholders, or by any other person on account
of any act done or omitted to be done by the Underwriter under this Agreement
provided that nothing herein contained shall protect the Underwriter against any
liability to the Fund or to any of its shareholders to which the Underwriter
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties as Underwriter or by reason of its
reckless disregard of its obligations or duties as Underwriter under this
Agreement. Nothing in this Agreement shall protect the Underwriter from any
liabilities which they may have under the Securities Act of 1933 or the
Investment Company Act of 1940.

Reference is hereby made to the Maryland Corporations and Associations
Annotated Code, Sections 2-417, 2-418 (1986).

The general effect of this Indemnification will be to indemnify the
officers and directors of the Registrant from costs and expenses arising from
any action, suit or proceeding to which they may be made a party by reason of
their being or having been a director or officer of the Registrant, except where
such action is determined to have arisen out of the willful misfeasance, bad

C-4

<PAGE>

faith, gross negligence or reckless disregard of the duties involved in the
conduct of the director's or officer's office.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is therefore unenforceable. See Item 32 herein.

Item 28. Business and Other Connections of Investment Adviser

First Investors Management Company, Inc., the Registrant's Investment
Adviser, also serves as Investment Adviser to:

First Investors Government Fund, Inc.
First Investors Series Fund
First Investors Fund For Income, Inc.
First Investors Global Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Life Series Fund
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Special Bond Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.

Affiliations of the officers and directors of the Investment Adviser
are set forth in Part B, Statement of Additional Information, under "Directors
and Officers."

Item 29. Principal Underwriters

(a) First Investors Corporation, Underwriter of the Registrant, is also
underwriter for:

First Investors Government Fund, Inc.
First Investors Series Fund
First Investors Fund For Income, Inc.
First Investors Global Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.

C-5

<PAGE>

(b)The following persons are the officers and directors of the Underwriter:

Position and Position and
Name and Principal Office with First Office with
Business Address Investors Corporation Registrant
- ------------------ --------------------- ------------

Glenn O. Head Chairman and Director President
95 Wall Street and Director
New York, NY 10005

John T. Sullivan Director Chairman of the
95 Wall Street Board of
New York, NY 10005 Directors

Roger L. Grayson Director Director
95 Wall Street
New York, NY 10005

Joseph I. Benedek Treasurer Treasurer
10 Woodbridge Center
Drive
Woodbridge, NJ 07095

Concetta Durso Assistant Vice Vice President
95 Wall Street President and and Secretary
New York, NY 10005 Assistant Secretary

Lawrence A. Fauci Senior Vice President None
95 Wall Street and Director
New York, NY 10005

Kathryn S. Head Vice President, Director
10 Woodbridge Center Chief Financial
Drive Officer and Director
Woodbridge, NJ 07095

Louis Rinaldi Senior Vice None
10 Woodbridge Center President
Drive
Woodbridge, NJ 07095

Frederick Miller Vice President None
10 Woodbridge Center
Drive
Woodbridge, NJ 07095

Larry R. Lavoie Secretary and None
95 Wall Street General Counsel
New York, NY 10005

C-6

<PAGE>

Position and Position and
Name and Principal Office with First Office with
Business Address Investors Corporation Registrant
- ------------------ --------------------- ------------

Carol Lerner Brown Assistant Secretary Assistant
95 Wall Street Secretary
New York, NY 10005

Marvin M. Hecker President None
95 Wall Street
New York, NY 10005

Matthew Smith Vice President None
10 Woodbridge Center
Drive
Woodbridge, NJ 07095

Howard M. Factor Vice President None
95 Wall Street
New York, NY 10005

Jeremiah J. Lyons Director None
56 Weston Avenue
Chatham, NJ 07928

Jane W. Kruzan Director None
15 Norwood Avenue
Summit, NJ 07901-0493

Kellen M. Carson Vice President None
95 Wall Street
New York, NY 10005

Anne Condon Vice President None
10 Woodbridge Center
Drive
Woodbridge, NJ 07095

Item 30. Location of Accounts and Records

Physical possession of the books, accounts and records of the
Registrant are held by First Investors Management Company, Inc. and its
affiliated companies, First Investors Corporation and Administrative Data
Management Corp., at their corporate headquarters, 95 Wall Street, New York, NY
10005 and administrative offices, 10 Woodbridge Center Drive, Woodbridge, NJ
07095, except for those maintained by the Registrant's Custodian, The Bank of
New York, 48 Wall Street, New York, NY 10286.

C-7

<PAGE>

Item 31. Management Services

Inapplicable

Item 32. Undertakings

The Registrant undertakes to carry out all indemnification provisions
of its Articles of Incorporation, Advisory Agreement and Underwriting Agreement
in accordance with Investment Company Act Release No. 11330 (September 4, 1980)
and successor releases.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions under Item 27 herein, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

C-8

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- ------- ------------------------------------
11(a) Consent of Accountants

11(b) Power of Attorney

C-9

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant represents that this Amendment
meets all the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933, and has duly caused this Post-Effective Amendment to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
17th day of April, 1995.

FIRST INVESTORS CASH
MANAGEMENT FUND, INC.
(Registrant)

By: /s/ Glenn O. Head
---------------------------
Glenn O. Head
President and Director

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

/s/ Glenn O. Head Principal Executive April 17, 1995
- ----------------------- Officer and Director
Glenn O. Head

/s/ Joseph I. Benedek Principal Financial April 17, 1995
- ----------------------- and Accounting Officer
Joseph I. Benedek

/s/ Kathryn S. Head Director April 17, 1995
- -----------------------
Kathryn S. Head

/s/ James J. Coy Director April 17, 1995
- -----------------------
James J. Coy

/s/ F. William Ortman Director April 17, 1995
- -----------------------
F. William Ortman, Jr.

<PAGE>

/s/ Roger L. Grayson Director April 17, 1995
- -----------------------
Roger L. Grayson

/s/ Herbert Rubinstein Director April 17, 1995
- -----------------------
Herbert Rubinstein

/s/ James M. Srygley Director April 17, 1995
- -----------------------
James M. Srygley

/s/ John T. Sullivan Director April 17, 1995
- -----------------------
John T. Sullivan

/s/ Rex R. Reed Director April 17, 1995
- -----------------------
Rex R. Reed

/s/ Robert F. Wentworth Director April 17, 1995
- -----------------------
Robert F. Wentworth

*By: /s/ Larry R. Lavoie
-------------------------
Larry R. Lavoie
Attorney-in-fact

<PAGE>

Consent of Independent Certified Public Accountants

First Investors Cash Management Fund, Inc.
95 Wall Street
New York, New York 10005

We consent to the use in Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A (File No. 2-62347) of our report dated
January 31, 1995 relating to the December 31, 1994 financial statements of First
Investors Cash Management Fund, Inc., which are included in said Registration
Statement.

/s/ Tait, Weller & Baker

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 11, 1995

<PAGE>

First Investors Cash Management Fund, Inc.

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or director
of First Investors Cash Management Fund, Inc. hereby appoints Larry R. Lavoie or
Glenn O. Head, and each of them, his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of common stock of said Maryland corporation and
any and all amendments to said Registration Statement (including post-effective
amendments), and all instruments necessary or incidental in connection therewith
and to file the same with the Securities and Exchange Commission. Said attorney
shall have full power and authority to do and perform in the name and on behalf
of the undersigned every act whatsoever requisite or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do, the undersigned hereby ratifying and approving all such acts of said
attorney.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 19th
day of January, 1995.

/s/James M. Srygley
---------------------------------
James M. Srygley

<PAGE>
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