FIRST INVESTORS CASH MANAGEMENT FUND INC
485BPOS, 1996-04-24
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As filed with the Securities and Exchange Commission on April 24, 1996
    

                                                      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. 23                X
    
                                     and/or

               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                   ACT OF 1940
   
                               Amendment No. 23                        X
    

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

                               Ms. Concetta Durso
                          Secretary and Vice President
                   First Investors Cash Management Fund, Inc.
                                 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 April 29, 1996 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, 1995 on February 27,
1996.
    

<PAGE>




                   FIRST INVESTORS CASH MANAGEMENT FUND, INC.
                              CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>

N-1A Item No.                                                                           Location
<S>                                                                                  <C>   

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...................................................    Not Applicable

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..................................................
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
</TABLE>


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.



                                                   C-1

<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") (singularly, "Fund" and collectively, "Funds"),
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 A shares.  The Funds'  Class B
Prospectus is available at no charge upon request to the Funds at the address or
telephone number listed above.
    
      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 is not an item of tax preference for purposes
of the Federal alternative minimum tax ("Tax Preference Item"),  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 April 29, 1996
(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
               PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
   
                  The date of this Prospectus is April 29, 1996
    

<PAGE>



                                    FEE TABLE

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

                        Shareholder Transaction Expenses
   
Maximum Sales Load Imposed on Purchases
     (as a percentage of offering price)............................... None
Deferred Sales Load
     (as a percentage of the lower of original purchase
     price or redemption proceeds)..................................... None


                         Annual Fund Operating Expenses
                     (as a percentage of average net assets)

                                                                     Total Fund
                                   Management  12b-1     Other      Operating
                                     Fees(1)   Fees  Expenses(2)+  Expenses(3)+

Cash Management Fund...............  0.50%      -0-      0.20%        0.70%
Tax-Exempt Money Market Fund.......  0.50       -0-      0.20         0.70



  +   Net of waiver and/or reimbursement.
(1)   Management Fees have been restated to reflect current fees.
(2)   For the fiscal year ended  December 31, 1995,  the Adviser  reimbursed the
      Funds  for  certain  Other  Expenses.  Absent  such  reimbursement,  Other
      Expenses  would  have been  0.68% for Cash  Management  Fund and 0.56% for
      Tax-Exempt  Money Market Fund. The Adviser will  reimburse  Other Expenses
      for each Fund in excess of 0.20% for a minimum period ending  December 31,
      1996.
(3)   If certain fees and expenses had not been waived or reimbursed, Total Fund
      Operating  Expenses  would  have been 1.18% for Cash  Management  Fund and
      1.06% for Tax-Exempt Money Market Fund.


      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, 1995, except that certain  Operating  Expenses have been
restated as noted above.
    

                                                      2

<PAGE>

   

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                $ 7         $22          $39         $87
Tax-Exempt Money Market Fund          7          22           39          87

      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.
    
                                                      3

<PAGE>



                              FINANCIAL HIGHLIGHTS

      The following  table sets forth the per share operating  performance  data
for a share  outstanding,  total return,  ratios to average net assets and other
supplemental  data for each year  indicated.  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.

<TABLE>
<CAPTION>
   


                             Per Share Data                             Ratios/Supplemental Data
                                                                           Ratio to         Ratio to Average
                                                                     Average Net Assets+       Net Assets
                                                                                             Prior to Waiver
                                                                                                 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.
CLASS 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
1995           1.00          .053        .053      5.42    128,635        .70        5.29      1.18        4.81
CLASS B
1995*          1.00          .044        .044      4.46         56       1.45(a)     4.54(a)   1.93(a)     4.06(a)
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.
CLASS A
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
1995           1.00          .032        .032      3.24     25,045        .71        3.18      1.06        2.84
CLASS B
1995*          1.00          .024        .024      2.40        .01       1.46(a)     2.43(a)   1.81(a)     2.09(a)

</TABLE>

+   Net of fees waived by the investment adviser and the transfer agent.
*   For the period January 12, 1995 (date class B shares were first offered) to
    December 31, 1995.
(a) Annualized.
    
                                                      4

<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 is not a Tax
Preference Item,  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.  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.


                                                      5

<PAGE>



      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,
as defined below. 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
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.


                                                      6

<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

      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.  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"

                                                      7

<PAGE>



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  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 "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

                                                      8

<PAGE>



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
primarily  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.

      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,  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.


                                                      9

<PAGE>



      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 derivative
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,  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  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 a  Fund.  Your  FIC  Representative  or  Dealer
Representative  (each, a  "Representative")  may help you complete and submit an
application  to open  an  account  with a Fund.  Certain  accounts  may  require
additional  documentation.  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 4:00 p.m.,  New
York City time, are presently  considered to be federal funds the morning of the
following  Trading Day. Checks received after 4:00 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 a federal
reference  number  documenting  such a transfer or 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.  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

                                                      10

<PAGE>



offices.  FIC branch offices generally send customers'  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
you check  directly to the 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 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.
   
      Due to emergency  conditions,  such as snow storms, the Woodbridge offices
of FIC and the Transfer Agent may not be open for business on a Trading Day and,
therefore,  would be  unable to  accept  purchase  orders.  Should  this  occur,
purchase  orders will be executed on the next Trading Day that these offices are
open for business.
    
      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 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 581 Main Street, 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.  If more than
one check deposited to purchase Fund shares is returned for insufficient  funds,
there will be a $15 charge for each such subsequent returned check.

      Eligible Funds.  With respect to certain  shareholder  privileges noted in
this Prospectus and the SAI, each fund in the First  Investors  family of funds,
except as noted below, is an "Eligible Fund"  (collectively,  "Eligible Funds").
First Investors  Special Bond Fund,  Inc.,  First Investors Life Series Fund and
First Investors U.S.  Government  Plus Fund are not Eligible  Funds.  The Funds,
unless otherwise noted, are not Eligible Funds. The funds of Executive Investors
Trust ("Executive Investors") are Eligible Funds provided the shares of any such
fund either have been (a)  acquired  through an exchange  from an Eligible  Fund
which imposes a maximum sales charge of 6.25%, or (b) held for at least one year
from their date of purchase.

      Systematic Investing.  You may arrange for automatic investments in a Fund
on a systematic  basis through First Investors Money Line and through  automatic
payroll investments. You may also elect to invest in Class A shares of a Fund at
net  asset  value  all the cash  distributions  or  Systematic  Withdrawal  Plan
payments  from the same  class of  shares  of an  existing  account  in  another
Eligible Fund. If you wish to participate in any of these systematic  investment
plans, please call Shareholder Services at 1-800-423-4026 or see the SAI.

        Electronic Funds Transfer.  Shareholders who have an account with a U.S.
bank, or other financial institution that is an Automated Clearing House member,
may establish  Electronic Funds Transfer.  This permits shareholders to purchase
shares of a Fund through electronic funds transfer

                                                      11

<PAGE>



from  a   predesignated   bank  account.   The  minimum   amount  which  may  be
electronically transferred is $500 or $50 for systematic investment programs and
the  maximum  amount is  $50,000.  You may  purchase  shares  of a Fund  through
electronic funds transfer if the amount of the purchase, together with all other
purchases  made by electronic  funds  transfer into the account during the prior
30-day period,  does not exceed  $100,000.  Each Fund has the right, at its sole
discretion,  to limit or terminate your ability to exercise the electronic funds
transfer  privilege  at any  time.  For  additional  information,  see the  SAI.
Applications to establish  Electronic Funds Transfer are available from your FIC
Representative or by calling Shareholder Services at 1-800-423-4026.
    
      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 Kempen  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 Kempen
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 a Fund  through an IRA,
SEP, SARSEP or any other 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  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 or units of any single
payment plan ("plan")  sponsored by the  Underwriter  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 on such shares. 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.  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  received  in "good  order," as
defined  below,  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.
    

                                                      12

<PAGE>


   
      Exchanges By Mail. To exchange shares by mail, you should mail requests to
Administrative   Data  Management  Corp.,  581  Main  Street,   Woodbridge,   NJ
07095-1198.  Shares  will be  exchanged  after the  request is received in "good
order" by the Transfer Agent.  "Good order" means that an exchange  request must
include: (1) 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;  (2) share  certificates,  if  issued;  and (3) the  signature  of all
registered owners exactly as the account is registered. If the request is not in
good order or  information is missing,  the Transfer Agent will seek  additional
information  from you and  process  the  exchange on the Trading Day it receives
such information.  Certain account  registrations  may require  additional legal
documentation in order to exchange.  To review these  requirements,  please call
Shareholder Services at 1-800-423-4026.
    
      Exchanges By Telephone.  See "Telephone Transactions."

      Additional Exchange  Information.  Exchanges should be made for investment
purposes  only.  A pattern of  frequent  exchanges  may be  contrary to the best
interests of a Fund's other shareholders.  Accordingly, each Fund has the right,
at its sole discretion, to limit the amount of an exchange, reject any 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 the Fund
and/or a class of the 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  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.  Certain account  registrations  may require  additional
legal  documentation in order to redeem.  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. Payment of redemption
proceeds  generally will be made within seven days. 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.

      Due to emergency  conditions,  such as snow storms, the Woodbridge offices
of FIC and the Transfer Agent may not be open for business on a Trading Day and,
therefore,  would be unable to accept  redemption  requests.  Should this occur,
redemption  requests will be executed on the next Trading Day that these offices
are open for business.

      Redemptions  By Mail.  Written  redemption  requests  should  be mailed to
Administrative   Data  Management  Corp.,  581  Main  Street,   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; and (6) signature guarantees, if required,
as  described  below.  If  your  redemption  request  is not in  good  order  or
information is missing, the Transfer Agent will seek additional  information and
process the  redemption  on the Trading Day it  receives  such  information.  To
review these requirements, please call Shareholder Services at 1-800-423-4026.
   
      Signature Guarantees. In order to protect you, the Funds and their agents,
each Fund reserves the right to require signature guarantees in order to process
certain  exchange or redemption  requests.  A notary public is not an acceptable
guarantor.  See the SAI or  call  Shareholder  Services  at  1-800-423-4026  for
instances when signature guarantees are required.
    

                                                      13

<PAGE>



      Redemptions By Telephone.  See "Telephone Transactions."

        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 the 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 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.
   
      Electronic Funds Transfer.  Shareholders  who have established  Electronic
Funds  Transfer may have  redemption  proceeds  electronically  transferred to a
predesignated  bank  account.  The minimum  amount  which may be  electronically
transferred is $500 and the maximum amount is $50,000.  You may redeem shares of
a Fund  through  electronic  funds  transfer  if the  amount of the  redemption,
together with all other  redemptions  made by electronic funds transfer from the
account during the prior 30-day period, does not exceed $100,000.  Each Fund has
the  right,  at its sole  discretion,  to limit or  terminate  your  ability  to
exercise the  electronic  funds  transfer  privilege at any time. For additional
information,  see the SAI.  Applications to establish  Electronic Funds Transfer
are available from your FIC Representative or by calling Shareholder Services at
1-800-423-4026.

      Expedited  Redemption  Privilege.  You may elect to have  your  redemption
proceeds  transmitted  by  wire to the  account  specified  on your  application
provided that the  redemption  proceeds equal $5,000 or more. If the proceeds of
redeemed  shares are less than  $5,000,  redemption  proceeds  will be mailed by
check.  If you initiate more than six wire transfer  redemptions in any month, a
$10 fee will be  charged  to you for each  subsequent  wire  redemption  in that
month. If you wish to use the Expedited Redemption  Privilege,  you must contact
the Transfer Agent. 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. 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.  For accounts  held by a  corporation,
fiduciary or other holder not acting
    
                                                      14

<PAGE>



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  automatically  sent  directly to you or, if
signature guarantees are obtained, to persons you designate.  You may also elect
to have the payments (a) invested in Class A shares of any other  Eligible  Fund
or (b) paid to FIL for the  purchase  of a life  insurance  policy  or  variable
annuity. See the SAI for more information on the Systematic Withdrawal Plan. For
information  regarding the 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 six months 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.  For more information on
the reinvestment  privilege,  please see the SAI or call Shareholder Services at
1-800-423-4026.
    
      Repurchase  through  Underwriter.  You may redeem Class A shares 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 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 Class A Fund shares so as to increase your account
balance  to the  required  minimum.  Accounts  established  under  a  Systematic
Investment Plan that have been discontinued  prior to meeting the $1,000 minimum
are subject to this policy.

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

                             TELEPHONE TRANSACTIONS
   
      Unless you specifically decline to have telephone privileges,  you, or any
person who we reasonably believe is authorized to act on your behalf, 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).  Exchange or redemption requests received before
12:00  noon,  New York City time,  on a Trading  Day will be  processed  on that
Trading  Day;  requests  received  after  that  time  will be  processed  on the
following Trading Day. For more information on telephone privileges, please call
Shareholder Services at 1-800-423-4026 or see the SAI.
    

                                                      15

<PAGE>


   
      Telephone  Exchanges.  Exchange  requests  may be made by  telephone  (for
shares held on deposit only). Telephone exchanges to the Funds are not available
if your  address of record  has  changed  within 60 days  prior to the  exchange
request.

      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;  (3) the
shares  to be  redeemed  have not been  issued  in  certificate  form;  (4) each
redemption  does not exceed  $50,000;  and (5) the  proceeds of the  redemption,
together  with all  redemptions  made from the account  during the prior  30-day
period,  do not  exceed  $100,000.  Telephone  redemption  instructions  will be
accepted from any one owner or authorized individual.
    
      Additional Information.  The Funds, the Adviser, the Underwriter and their
officers, directors, and employees 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  or which  they  reasonably  believe to be
authentic.  This  policy  places the  entire  risk of loss for  unauthorized  or
fraudulent transactions on the shareholder,  except that if the above-referenced
parties 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.
The Funds have the right,  at their 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.

                                   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
controls FICC and, therefore, controls 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,
1995,  Cash  Management  Fund's  advisory  fees were 0.21% of average  daily net
assets,  net of waiver,  and Tax-Exempt  Money Market Fund's  advisory fees were
0.29% of average daily net assets, net of waiver.

        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."
    
                                DISTRIBUTION PLAN

      Tax-Exempt  Money  Market  Fund has  adopted a Class 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

                                                      16

<PAGE>



payments  to  Dealers.  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

      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 A 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 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 of a Fund,
your shares will begin to earn  dividends on the day federal  funds are credited
to your Fund account. See "How To Buy Shares." 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 notifying 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 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.


                                                      17

<PAGE>



      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 a statement  following  the end of each  calendar
year describing the tax status of distributions paid by a Fund during that year.

      Interest on indebtedness  incurred or continued to purchase or carry Class
A 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.

      Proposals have been, and in the future 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  (if  you are an
individual  or  certain  other  non-corporate  shareholder)  if the  Fund is not
furnished  with  your  correct  taxpayer  identification  number,  and the  same
percentage of dividends and such distributions in certain other circumstances.

      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. Each class of shares of a Fund
has different expenses which will affect its yield.  Yield  computations  differ
from other accounting  methods and therefore may differ from dividends  actually
paid or reported net income.

                               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

                                                      18

<PAGE>

   

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.  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.
    
      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.
The Funds'  Class B  Prospectus  is  available at no charge upon request to your
representative.

        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.,  581 Main Street,
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 A shares
purchased under any retirement  account.  The Funds,  however,  will issue share
certificates  for  Class A shares at the  shareholder's  request.  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.

      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.

        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.


                                                      19

<PAGE>


                                TABLE OF CONTENTS



Fee Table.......................................................   2
Financial Highlights............................................   4
Investment Objectives and Policies..............................   5
How to Buy Shares...............................................  10
How to Exchange Shares..........................................  12
How to Redeem Shares............................................  13
Telephone Transactions..........................................  15
Management......................................................  16
Distribution Plan...............................................  16
Determination of Net Asset Value................................  17
Dividends.......................................................  17
Taxes...........................................................  17
Performance Information.........................................  18
General Information.............................................  18



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                                      581 Main Street
New York, NY  10005                                 Woodbridge, NJ  07095-1198

Legal Counsel                                       Auditors
Kirkpatrick & Lockhart LLP                          Tait, Weller & Baker
1800 Massachusetts Avenue, N.W.                     Two Penn Center Plaza
Washington, D.C.  20036                             Philadelphia, PA  19102-1707



This  Prospectus  is intended to  constitute an offer by either Fund only of the
securities  of the other Fund of which it is the issuer and is not  intended  to
constitute  an offer by either  Fund of the  securities  of the other Fund whose
securities are also offered by this Prospectus. Neither Fund intends to make any
representation as to the accuracy or completeness of the disclosure  relating to
the other  Fund in this  Prospectus  relating  to the  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

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

April 29, 1996


First Investors Logo


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

Verticle 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





<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") (singularly, "Fund" and collectively, "Funds"),
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.  The Funds'  Class A
Prospectus is available at no charge upon request to the Funds at the address or
telephone number listed above.
    
      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 is not an item of tax preference for purposes
of the Federal alternative minimum tax ("Tax Preference Item"),  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 Arpil 29, 1996
(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
               PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.
   
                  The date of this Prospectus is April 29, 1996
    

<PAGE>



                                    FEE TABLE

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

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


                         Annual Fund Operating Expenses
                     (as a percentage of average net assets)

                                                                     Total Fund
                                 Management    12b-1      Other       Operating
                                   Fees(1)   Fees(2)+ Expenses(3)+  Expenses(4)+

Cash Management Fund............   0.50%      0.75%       0.20%        1.45%
Tax-Exempt Money Market Fund....   0.50       0.75        0.20         1.45



  +   Net of waiver and/or reimbursement.
(1)   Management Fees have been restated to reflect current fees.
(2)   The Underwriter  has agreed through  December 31, 1996 to cap its right to
      claim  12b-1  Fees at the annual  rates  listed  above for the Funds.  The
      Fund's  Class B  Distribution  Plans  provide for a 12b-1 Fee in the total
      amount of up to 1.00% on an annual basis.
(3)   For the fiscal year ended  December 31, 1995,  the Adviser  reimbursed the
      Funds  for  certain  Other  Expenses.  Absent  such  reimbursement,  Other
      Expenses  would  have been  0.68% for Cash  Management  Fund and 0.56% for
      Tax-Exempt  Money Market Fund. The Adviser will  reimburse  Other Expenses
      for each Fund in excess of 0.20% for a minimum period ending  December 31,
      1996.
(4)   If certain fees and expenses had not been waived or reimbursed, Total Fund
      Operating  Expenses  would  have been 2.18% for Cash  Management  Fund and
      2.06% for Tax-Exempt Money Market Fund.

      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 B expense data for each Fund's fiscal
year ended December 31, 1995, except that certain  Operating  Expenses have been
restated as noted above.
    

                                                        2

<PAGE>

   

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              $55        $76            $99         $153
Tax-Exempt Money Market Fund       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              $15        $46           $79         $153
Tax-Exempt Money Market Fund       55         46            79          153


* Assumes conversion to Class A shares eight years after purchase.


      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.

    
                                                        3

<PAGE>



                              FINANCIAL HIGHLIGHTS

      The following  table sets forth the per share operating  performance  data
for a share  outstanding,  total return,  ratios to average net assets and other
supplemental  data for each year  indicated.  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.

<TABLE>
<CAPTION>
   


                             Per Share Data                             Ratios/Supplemental Data
                                                                           Ratio to         Ratio to Average
                                                                     Average Net Assets+       Net Assets
                                                                                             Prior to Waiver
                                                                                                 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.
CLASS 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
1995        1.00          .053        .053        5.42    128,635          .70        5.29      1.18        4.81
CLASS B 
1995*       1.00          .044        .044        4.46         56         1.45(a)     4.54(a)   1.93(a)     4.06(a)
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.
CLASS A
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
1995        1.00          .032        .032        3.24     25,045          .71        3.18      1.06        2.84
CLASS B
1995*       1.00          .024        .024        2.40        .01         1.46(a)     2.43(a)   1.81(a)     2.09(a)

</TABLE>

+   Net of fees waived by the investment adviser and the transfer agent.
*   For the period January 12, 1995 (date class B shares were first offered) to 
    December 31, 1995.
(a) Annualized.
    

                                                        4

<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 is not a Tax
Preference Item,  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.  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.



                                                        5

<PAGE>



      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,
as defined below. 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
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.



                                                        6

<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

      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.  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"


                                                        7

<PAGE>



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  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 "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


                                                        8

<PAGE>



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
primarily  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.

      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,  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.



                                                        9

<PAGE>



      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 derivative
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,  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.

      Retirement Plans. You may invest in shares of Cash Management Fund through
an IRA, SEP, SARSEP or any retirement plan.
   
      Eligible Funds.  With respect to certain  shareholder  privileges noted in
this Prospectus and the SAI, each fund in the First  Investors  family of funds,
except as noted below, is an "Eligible Fund"  (collectively,  "Eligible Funds").
First Investors  Special Bond Fund,  Inc.,  First Investors Life Series Fund and
First Investors U.S.  Government  Plus Fund are not Eligible  Funds.  The Funds,
unless otherwise noted, are not Eligible Funds. The funds of Executive Investors
Trust ("Executive Investors") are Eligible Funds provided the shares of any such
fund either have been (a) acquired
    

                                                       10

<PAGE>



through an exchange  from an Eligible  Fund which imposes a maximum sales charge
of 6.25%, or (b) held for at least one year from their date of purchase.

      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  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  need  change,  Class B shares of the Funds may be
exchanged  for  Class B shares 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.  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 received in "good order," as defined below, 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.,  581  Main  Street,   Woodbridge,   NJ
07095-1198.  Shares  will be  exchanged  after the  request is received in "good
order" by the Transfer Agent.  "Good order" means that an exchange  request must
include: (1) 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;  (2) share  certificates,  if  issued;  and (3) the  signature  of all
registered owners exactly as the account is registered. If the request is not in
good order or  information is missing,  the Transfer Agent will seek  additional
information  from you and  process  the  exchange on the Trading Day it receives
such information.  Certain account  registrations  may require  additional legal
documentation in order to exchange.  To review these  requirements,  please call
Shareholder Services at 1-800-423-4026.

      Exchanges By Telephone.  See "Telephone Transactions."

      Additional Exchange  Information.  Exchanges should be made for investment
purposes  only.  A pattern of  frequent  exchanges  may be  contrary to the best
interests of a Fund's other shareholders.  Accordingly, each Fund has the right,
at its sole discretion, to limit the amount of an exchange, reject any 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 the Fund
and/or a class of the 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  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.  Certain account  registrations  may require  additional
legal documentation in order to redeem. Redemption requests


                                                       11

<PAGE>



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. Payment of redemption proceeds generally will be made within seven days. 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.
   
      Due to emergency  conditions,  such as snow storms, the Woodbridge offices
of FIC and the Transfer Agent may not be open for business on a Trading Day and,
therefore,  would be unable to accept  redemption  requests.  Should this occur,
redemption  requests will be executed on the next Trading Day that these offices
are open for business.
    
      A CDSC is imposed upon most redemptions of Class B shares at the rates set
forth below:

                                             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.

      For purposes of determining the CDSC on Class B shares, all purchases made
during a calendar  month will be deemed to have been made on the first  business
day of that month at the average cost of all  purchases  made during that month.
The holding period of Class B shares  acquired  through an exchange with another
Eligible Fund will be calculated  from the first  business day of the month that
the Class B shares were  initially  acquired  in the other  Eligible  Fund.  The
amount of any CDSC will be paid to FIC.  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  will
automatically convert to Class A shares 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
the month in which the eighth  anniversary of the purchase of the Class B shares
occurs. If a shareholder effects one or more exchanges between


                                                       12

<PAGE>



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.,  581  Main  Street,   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; and (6) signature guarantees, if required,
as  described  below.  If  your  redemption  request  is not in  good  order  or
information is missing, the Transfer Agent will seek additional  information and
process the  redemption  on the Trading Day it  receives  such  information.  To
review these requirements, please call Shareholder Services at 1-800-423-4026.

      Signature Guarantees. In order to protect you, the Funds and their agents,
each Fund reserves the right to require signature guarantees in order to process
certain  exchange or redemption  requests.  A notary public is not an acceptable
guarantor.  See the SAI or  call  Shareholder  Services  at  1-800-423-4026  for
instances when signature guarantees are required.

      Redemptions By Telephone.  See "Telephone Transactions."
   
      Electronic Funds Transfer.  Shareholders  who have established  Electronic
Funds  Transfer may have  redemption  proceeds  electronically  transferred to a
predesignated  bank  account.  The minimum  amount  which may be  electronically
transferred is $500 and the maximum amount is $50,000.  You may redeem shares of
a Fund  through  electronic  funds  transfer  if the  amount of the  redemption,
together with all other  redemptions  made by electronic funds transfer from the
account during the prior 30-day period, does not exceed $100,000.  Each Fund has
the  right,  at its sole  discretion,  to limit or  terminate  your  ability  to
exercise the  electronic  funds  transfer  privilege at any time. For additional
information,  see the SAI.  Applications to establish  Electronic Funds Transfer
are available from your FIC Representative or by calling Shareholder Services at
1-800-423-4026.

      Systematic Withdrawal Plan. If you own noncertificated Class B shares, you
may set up a plan for redemptions to be made automatically at regular intervals.
You may elect to have the  payments  automatically  sent  directly to you or, if
signature guarantees are obtained, to persons you designate.  You may also elect
to have the payments (a) invested in Class A shares of any other  Eligible  Fund
or (b) paid to FIL for the  purchase  of a life  insurance  policy  or  variable
annuity. See the SAI for more information on the Systematic Withdrawal Plan. For
information  regarding the 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 six months 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.  For more  information  on the  reinvestment  privilege,
please see the SAI or call Shareholder Services at 1-800-423-4026.
    
      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. There will be no CDSC imposed on such


                                                       13

<PAGE>



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

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

                             TELEPHONE TRANSACTIONS
   
      Unless you specifically decline to have telephone privileges,  you, or any
person who we reasonably believe is authorized to act on your behalf, 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).  Exchange or redemption requests received before
12:00  noon,  New York City time,  on a Trading  Day will be  processed  on that
Trading  Day;  requests  received  after  that  time  will be  processed  on the
following Trading Day. For more information on telephone privileges, please call
Shareholder Services at 1-800-423-4026 or see the SAI.
    
      Telephone  Exchanges.  Exchange  requests  may be made by  telephone  (for
shares held on deposit only). Telephone exchanges to the Funds are not available
if your  address of record  has  changed  within 60 days  prior to the  exchange
request.
   
      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;  (3) the
shares  to be  redeemed  have not been  issued  in  certificate  form;  (4) each
redemption  does not exceed  $50,000;  and (5) the  proceeds of the  redemption,
together  with all  redemptions  made from the account  during the prior  30-day
period,  do not  exceed  $100,000.  Telephone  redemption  instructions  will be
accepted from any one owner or authorized individual.
    
      Additional Information.  The Funds, the Adviser, the Underwriter and their
officers, directors, and employees 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  or which  they  reasonably  believe to be
authentic.  This  policy  places the  entire  risk of loss for  unauthorized  or
fraudulent transactions on the shareholder,  except that if the above-referenced
parties 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.
The Funds have the right,  at their 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.

                                   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.


                                                       14

<PAGE>

   

      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
controls FICC and, therefore, controls 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,
1995,  Cash  Management  Fund's  advisory  fees were 0.21% of average  daily net
assets,  net of waiver,  and Tax-Exempt  Money Market Fund's  advisory fees were
0.29% of average daily net assets, net of waiver.

      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."
    
                                DISTRIBUTION PLAN

      Tax-Exempt  Money  Market  Fund has  adopted a Class 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 Dealers.  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

      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 A 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 A shares you
own, each day, after adding shares  purchased and  subtracting  shares  redeemed
that day at 12:00 noon, New York City time, provided the Fund has received, by


                                                       15

<PAGE>

   

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.  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 notifying 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 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.

      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 a statement  following  the end of each  calendar
year describing the tax status of distributions paid by a Fund during that year.

      Interest on indebtedness  incurred or continued to purchase or carry Class
A 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.

      Proposals have been, and in the future 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.



                                                       16

<PAGE>



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

      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. Each class of shares of a Fund
has different expenses which will affect its yield.  Yield  computations  differ
from other accounting  methods and therefore may differ from dividends  actually
paid or reported net income.

                               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. 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.

      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


                                                       17

<PAGE>


ongoing distribution  expenses. The Funds' Class B Prospectus is available at no
charge upon request to your Representative.

      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.,  581 Main Street,
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 A shares
purchased under any retirement  account.  The Funds,  however,  will issue share
certificates  for  Class A shares at the  shareholder's  request.  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.

      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.

      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.

                                                       18

<PAGE>

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


Fee Table..........................................    2
Financial Highlights...............................    4
Investment Objectives and Policies.................    5
How to Invest......................................   10
How to Exchange Shares.............................   11
How to Redeem Shares...............................   11
Telephone Transactions.............................   14
Management.........................................   14
Distribution Plans.................................   15
Determination of Net Asset Value...................   15
Dividends..........................................   15
Taxes..............................................   16
Performance Information............................   17
General Information................................   17



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                 581 Main Street
New York, NY  10005            Woodbridge, NJ  07095-1198

Legal Counsel                  Auditors
Kirkpatrick & Lockhart LLP     Tait, Weller & Baker
1800 Massachusetts Avenue,     Two Penn Center Plaza
N.W.                           Philadelphia, PA  19102-1707
Washington, D.C.  20036


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 either Fund of the  securities  of the other Fund whose  securities  are also
offered by this Prospectus.  Neither Fund intends to make any  representation as
to the accuracy or completeness of the disclosure in this Prospectus relating to
the 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.

                                                                        
The language below appears to the right of the above language


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

First Investors
Tax-Exempt Money
Market Fund, Inc.

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

Prospectus

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

April 29, 1996


First Investors Logo


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

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





<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 April 29, 1996
    
         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 is not an item of
tax  preference  for  purposes  of the  Federal  alternative  minimum  tax ("Tax
Preference  Item"),  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 April 29, 1996, 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.......................................................       12
Underwriter......................................................       13
Distribution Plans...............................................       13
Determination of Net Asset Value.................................       15
Allocation of Portfolio Transactions.............................       15
Additional Exchange and Redemption
  Information and Other Services.................................       16
Taxes............................................................       22
Performance Information..........................................       23
General Information..............................................       24
Appendix A.......................................................       26
Appendix B.......................................................       27
Appendix C.......................................................       28
Appendix D.......................................................       29
Financial Statements............................................. 
    
                                                       1

<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 reevaluated.
   
         Repurchase   Agreements.   A  repurchase  agreement  essentially  is  a
short-term  collateralized  loan.  The  lender  (a Fund)  agrees to  purchase  a
security from a borrower  (typically a broker-dealer)  at a specified price. The
borrower  simultaneously  agrees to  repurchase  that same  security at a higher
price  on a  future  date  (which  typically  is the  next  business  day).  The
difference  between the  purchase  price and the  repurchase  price  effectively
constitutes the payment of interest.  In a standard  repurchase  agreement,  the
securities which serve as collateral are transferred to a Fund's custodian bank.
In a  "tri-party"  repurchase  agreement,  these  securities  would be held by a
different  bank for the  benefit of the Fund as buyer and the  broker-dealer  as
seller. In a "quad-party"  repurchase agreement,  the Fund's custodian bank also
is made a party to the agreement. 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
    
                                                       2

<PAGE>



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.  Neither Fund will enter into a
repurchase agreement with more than seven days to 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

                                                       3

<PAGE>



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.

         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.

                                                       4

<PAGE>



         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 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 reevaluates 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

                                                       5

<PAGE>



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.


                             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.  Except  with  respect to  borrowing,  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.


                                                       6

<PAGE>



         (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.

         (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.

         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.


                                                       7

<PAGE>



         (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.

         (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.


                                                       8

<PAGE>



         (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)  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 age,  business address and principal  occupations  during the past
five years. Unless otherwise noted, an individual's  business address is 95 Wall
Street, New York, New York 10005.

Glenn O.  Head*+  (70),  President  and  Director.  Chairman  of the  Board  and
Director,   Administrative  Data  Management  Corp.  ("ADM"),  FIMCO,  Executive
Investors Management Company, Inc. ("EIMCO"), First
                                                       9

<PAGE>



Investors Corporation ("FIC"), Executive Investors Corporation ("EIC") and First
Investors Consolidated Corporation ("FICC").

James J. Coy (82),  Director,  90 Buell Lane, East Hampton,  NY 11937.  Retired;
formerly Senior Vice President, James Talcott, Inc. (financial institution).

Roger  L.  Grayson*  (39),  Director.  Director,  FIC and  FICC;  President  and
Director, First Investors Resources, Inc.; Commodities Portfolio Manager.

Kathryn  S.  Head*+  (40),  Director,  581 Main  Street,  Woodbridge,  NJ 07095.
President,  FICC, EIMCO, FIMCO and ADM; Vice President,  Chief Financial Officer
and Director, FIC and EIC; President and Director, First Financial Savings Bank,
S.L.A.

Rex R. Reed (74), Director, 1381 Fairway Oaks, Kiawah Island, SC 29455. Retired;
formerly Senior Vice President, American Telephone & Telegraph Company.

Herbert Rubinstein (74),  Director,  145 Elm Drive,  Roslyn, NY 11576.  Retired;
formerly President, Belvac International Industries, Ltd. and President, Central
Dental Supply.

James M. Srygley (63), Director, 33 Hampton Road, Chatham, NJ 07982.  Principal,
Hampton Properties, Inc. (property investment company).

John T. Sullivan*  (64),  Director and Chairman of the Board;  Director,  FIMCO,
FIC, FICC and ADM; Of Counsel, Hawkins, Delafield & Wood, Attorneys.

Robert F. Wentworth (66), Director, RR1, Box 2554, Upland Downs Road, Manchester
Center,  VT 05255.  Retired;  formerly  financial  and planning  executive  with
American Telephone & Telegraph Company.

Joseph I.  Benedek  (38),  Treasurer,  581 Main  Street,  Woodbridge,  NJ 07095.
Treasurer, FIC FIMCO, EIMCO and EIC; Comptroller and Treasurer, FICC.

Concetta Durso (61), Vice President and Secretary. Vice President,  FIMCO, EIMCO
and ADM; Assistant Vice President and Assistant Secretary, FIC and EIC.

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

         All of the officers and Directors hold  identical or similar  positions
with 13 other registered  investment  companies in the First Investors Family of
Funds.  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  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, School Financial Management

                                                       10

<PAGE>



Services,  Inc.,  First  Investors  Credit Funding  Corporation,  N.A.K.  Realty
Corporation,  Real Property  Development  Corporation,  First Investors Leverage
Corporation and Route 33 Realty Corporation.

         The following  table lists  compensation  paid to the Directors of Cash
Management Fund for the fiscal year ended December 31, 1995.

<TABLE>
<CAPTION>
   

                                                                                     Total
                                                                                     Compensation
                                             Pension or           Estimated          From First
                            Aggregate        Retirement Benefits  Annual Benefits    Investors Family
                            Compensation     Accrued as Part of   Upon               of Funds
Director                    From Fund*       Fund Expenses        Retirement         Paid to Directors*
- --------                    ------------     -------------------- -----------------  ------------------
<S>                        <C>              <C>                   <C>               <C>    

James J. Coy                   $3,000             $-0-              $-0-              $37,200
Roger L. Grayson                  -0-              -0-               -0-                  -0-
Glenn O. Head                     -0-              -0-               -0-                  -0-
Kathryn S. Head                   -0-              -0-               -0-                  -0-
F. William Ortman, Jr.**        1,250              -0-               -0-               15,500
Rex R. Reed                     3,000              -0-               -0-               37,200
Herbert Rubinstein              3,000              -0-               -0-               37,200
James M. Srygley***             3,000              -0-               -0-               37,200
John T. Sullivan                  -0-              -0-               -0-                  -0-
Robert F. Wentworth             3,000              -0-               -0-               37,200

</TABLE>

         The  following  table  lists  compensation  paid  to the  Directors  of
Tax-Exempt Money Market Fund for the fiscal year ended December 31, 1995.

<TABLE>
<CAPTION>
                                                                                       Total
                                                                                       Compensation
                                               Pension or           Estimated          From First
                              Aggregate        Retirement Benefits  Annual Benefits    Investors Family
                              Compensation     Accrued as Part of   Upon               of Funds
Director                      From Fund*       Fund Expenses        Retirement         Paid to Directors*
- --------                      ------------     -------------------- -----------------  ------------------
<S>                          <C>              <C>                  <C>                <C>   

James J. Coy                      $600               $-0-              $-0-              $37,200
Roger L. Grayson                   -0-                -0-               -0-                  -0-
Glenn O. Head                      -0-                -0-               -0-                  -0-
Kathryn S. Head                    -0-                -0-               -0-                  -0-
F. William Ortman, Jr.**           250                -0-               -0-               15,500
Rex R. Reed                        600                -0-               -0-               37,200
Herbert Rubinstein                 600                -0-               -0-               37,200
James M. Srygley***                600                -0-               -0-               37,200
John T. Sullivan                   -0-                -0-               -0-                  -0-
Robert F. Wentworth                600                -0-               -0-               37,200
</TABLE>

* Compensation to officers and interested  Directors of the Funds is paid by the
Adviser. In addition,  compensation to non-interested  Directors of the Funds is
currently voluntarily paid by the Adviser.
**       For the period January 1, 1995 through September 21, 1995.
***      For the period January 19, 1995 through December 31, 1995.
    


                                                       11

<PAGE>



                                   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, 1995, no  reimbursement
to either Fund was required pursuant to these regulations.
   
         For the fiscal  years ended  December  31,  1993,  1994 and 1995,  Cash
Management Fund paid $671,107, $241,066 and $257,171,  respectively, in advisory
fees. For those same periods, the Adviser voluntarily waived $268,443,  $374,848
and $354,518, respectively, in advisory fees for that Fund. For the fiscal years
ended  December  31,  1993,  1994 and 1995,  Tax-Exempt  Money  Market Fund paid
$116,300,  $74,963 and $71,483,  respectively,  in advisory fees. For those same
periods,   the  Adviser   voluntarily  waived  $23,260,   $74,963  and  $52,464,
respectively, in advisory fees for that Fund.

         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.
    

                                                       12

<PAGE>



         The Adviser has an Investment  Committee  composed of George V. Ganter,
Margaret Haggerty,  Glenn O. Head, Nancy W. Jones,  Patricia D. Poitra,  Michael
O'Keefe,  Clark D. Wagner and Richard  Guinnessey.  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
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.


                                                       13

<PAGE>

   

         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.

         For the fiscal year ending December 31, 1995, Cash Management Fund paid
$58 in fees pursuant to the Class B Plan, all of which was paid as  compensation
to the Underwriter as a distribution fee.
    
         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  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

                                                       14

<PAGE>



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.


                      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

                                                       15

<PAGE>



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 effected 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

         Systematic Investing
   
         First Investors Money Line. This service allows you to invest in a Fund
through  automatic  deductions  from  your  bank  checking  account.   Scheduled
investments  in  the  minimum  amount  of  $50  may  be  made  on  a  bi-weekly,
semi-monthly,  monthly,  quarterly,  semi-annual or annual basis.  Shares of the
Fund are  purchased on the Trading Day your  designated  bank account is debited
and a confirmation will be sent to you after every  transaction.  You may change
the  amount or  discontinue  this  service  at any time by  calling  Shareholder
Services or writing to  Administrative  Data Management  Corp., 581 Main Street,
Woodbridge, NJ 07095-1198,  Attn: Control Dept. 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  in the  minimum  amount  of $50 into a Fund on a  systematic  basis
through   salary   deductions,   provided  your  employer  has  direct   deposit
capabilities. Shares of the Fund are purchased on the Trading 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.
    
         Systematic Withdrawal Plan. Shareholders who own noncertificated shares
may establish a Systematic  Withdrawal Plan  ("Withdrawal  Plan"). If you have a
Fund account with a value of at least $5,000,  you may elect to receive monthly,
quarterly, semi-annual or annual checks for any designated

                                                       16

<PAGE>



amount  (minimum $25). You may have the payments sent directly to you or persons
you  designate.  Regardless of the amount of your Class A Fund account,  you may
also elect to the have the Systematic Plan payments  automatically  (i) invested
at the public  offering  price in Class A shares of any other  Eligible Fund, or
(ii) paid to First  Investors Life Insurance  Company for the purchase of a life
insurance policy or a variable annuity.  If your Systematic Plan payments are to
be invested in a new Eligible  Fund  account,  you must invest a minimum of $600
per  year.  If you own  Class B shares in a  non-retirement  account,  your Plan
payments  will be subject to the  applicable  contingent  deferred  sales charge
("CDSC").  Dividends  and  other  distributions,   if  any,  are  reinvested  in
additional shares of the same class 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.
   
         Shareholders  who own  Class  B  shares  in a  retirement  account  may
establish  a Plan and elect to  receive  up to 8% of the value of their  account
(calculated as set forth below) each year without incurring any CDSC. Shares not
subject to a CDSC (such as shares  representing  reinvestment of  distributions)
will be redeemed  first and will count toward the 8%  limitation.  If the shares
not subject to a CDSC are insufficient for this purpose,  then shares subject to
the lowest  CDSC will be  redeemed  next until the 8% limit is  reached.  The 8%
figure is  calculated  on a pro rata basis at the time of the first payment made
pursuant to the Plan and recalculated thereafter on a pro rata basis at the time
of each Plan payment. Therefore,  shareholders who have chosen the Plan based on
a percentage  of the value of their  account of up to 8% will be able to receive
Plan payments without incurring a CDSC. However,  shareholders who have chosen a
specific  dollar  amount (for example,  $100 per month) for their  periodic Plan
payment  should be aware that the amount of that  payment  not subject to a CDSC
may vary over time depending on the value of their account.  For example, if the
value of the account is $15,000 at the time of  payment,  the  shareholder  will
receive  $100 free of the CDSC (8% of $15,000  divided by 12 monthly  payments).
However,  if at the time of a payment  the value of the  account  has  fallen to
$14,000,  the  shareholder  will receive  $93.33 free of any CDSC (8% of $14,000
divided by 12 monthly payments) and $6.67 subject to the lowest applicable CDSC.
This privilege may be revised or terminated at any time.
    
         The  withdrawal  payments  derived from the  redemption  of  sufficient
shares in the account to meet  designated  payments in excess of  dividends  may
deplete or possibly extinguish the initial investment. To establish a Withdrawal
Plan, call Shareholder Services at 1-800-423-4026.
   
         Electronic Funds Transfer. Fund shares will be purchased on the day the
Fund receives the funds,  which is normally two days after the electronic  funds
transfer is initiated. The electronic transfer normally will be initiated on the
next bank  business  day after  the  redemption  request  is  received  and will
ordinarily be received by the  predesignated  bank account within two days after
transmission.  However, once the funds are transmitted,  the time of receipt and
the  availability of the funds are not within the Funds'  control.  No dividends
are paid on the proceeds of redeemed shares awaiting electronic transmittal.
    
         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,  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

                                                       17

<PAGE>



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 Fund 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,  a new target class into which Class B shares will
convert will be established,  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  individual  retirement  account  ("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 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 Class B 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.
   
         Signature Guarantees.  The words "Signature  Guaranteed" must appear in
direct  association  with the signature of the  guarantor.  Members of the STAMP
(Securities  Transfer Agents  Medallion  Program),  MSP (New York Stock Exchange
Medallion Signature  Program),  SEMP (Stock Exchanges Medallion Program) and FIC
are eligible  signature  guarantors.  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 over  $50,000,  (2) an
exchange in the amount  over  $50,000 is made into the Funds,  (3) a  redemption
check is to be made payable to someone other than the registered  accountholder,
other than major financial  institutions,  as determined  solely by the Fund and
its agent, on behalf of the shareholder,  (4) a redemption check is to be mailed
to an address other than the address of record,  preauthorized bank account,  or
to a major  financial  institution  for the  benefit  of a  shareholder,  (5) an
account  registration is being  transferred to another owner,  (6) a transaction
requires additional legal documentation; (7) the

                                                       18

<PAGE>



redemption  request is for certificated  shares;  (8) your address of record has
changed within 60 days prior to a redemption request; (9) multiple owners have a
dispute  or  give  inconsistent  instructions;  and  (10)  the  authority  of  a
representative  of a corporation,  partnership,  association or other entity has
not been established to the satisfaction of a Fund or its agents.  ERISA Title I
403(b)  Plans  and  401(k)  Plans  are  exempt  from  the  signature   guarantee
requirement except for exchanges or redemption in amounts greater than $50,000.

         Reinvestment after Redemption.  If you redeem Class A or Class B shares
in your Fund  account,  you can  reinvest  within  six  months  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. Class A shares will be reinvested in Class
A shares of the other fund at the public offering price of such fund on the date
the  Transfer  Agent  receives  your  purchase  request.  Class B shares will be
reinvested  in Class B shares of the other  fund at the net asset  value of such
fund on the date  the  Transfer  Agent  receives  your  purchase  order.  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,  other than the Funds,  it must meet the minimum  investment  and other
requirements  of the fund into  which the  reinvestment  is being  made.  If you
reinvest  into a new Fund account  within one year from the date of  redemption,
the minimum  investment  is $500.  To take  advantage of this option,  send your
reinvestment check along with a written request to the Transfer Agent within six
months  from the date of your  redemption.  Include  your  account  number and a
statement that you are taking advantage of the "Reinvestment Privilege."
    
         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.

         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.

         Telephone Transactions. Fund shares not held in certificate form may be
exchanged  or redeemed by telephone  provided  you have not  declined  telephone
privileges. For corporations,  partnerships,  trusts and certain other accounts,
additional  documents are required to activate telephone  privileges.  Telephone
exchanges  are  available  between  nonretirement  accounts  and between IRA and
403(b)  accounts  of the  same  class of  shares  registered  in the same  name.
Telephone   exchanges  are  also  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.

         As stated in the Funds'  Prospectuses,  the  Funds,  the  Adviser,  the
Underwriter and their  officers,  directors and employees 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

                                                       19

<PAGE>



designed to ensure that such  instructions  are genuine,  such as (1)  obtaining
some  or all of the  following  information:  account  number,  address,  social
security  number  and such other  information  as may be deemed  necessary;  (2)
recording all telephone  instructions;  and (3) sending written  confirmation of
each transaction to the shareholder's address of record.

Retirement Plans

         Profit-Sharing/Money   Purchase   Pension/401(k)   Plans.   FIC  offers
prototype  Profit-Sharing,  Money  Purchase  Pension  and  Code  section  401(k)
Retirement Plans ("Retirement Plans") approved by the IRS for corporations, sole
proprietorships  and  partnerships.  The  Custodial  Agreement  for such a Money
Purchase  Pension  and  Profit-Sharing   Retirement  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 Retirement Plan account. Participants are, however, charged
$5.00 for opening a Retirement Plan account, other than a 401(k) Retirement Plan
account.  Each Fund  currently  pays the annual  $10.00  custodian  fee for each
Retirement Plan account,  if applicable,  maintained with such Fund. This policy
may be changed at any time by a 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 Retirement  Plan documents  contain  further  specific  information
about the Retirement Plans and may be obtained from your  Representative.  Prior
to  establishing  a Retirement  Plan, you are advised to consult with your legal
and tax advisers.

         Individual  Retirement  Accounts.  A qualified  individual may purchase
shares of a Fund  through an 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.

         The Funds offer IRA accounts with specific  provisions tailored to meet
the needs of certain  groups of investors.  The custodian  fees are disclosed in
the IRA documents provided to investors in such accounts.

         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 Forms  5305-SEP  and  5305A-SEP,  respectively,  which are
provided to employers.  Employers are required to provide  copies of these forms
to their  eligible  employees.  A disclosure  statement  setting forth  complete
details of the IRA should be 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.  Each Fund currently pays the
annual $10.00 custodian fee for each IRA account maintained with such Fund. This
policy may be changed at any time by a Fund on 45 days'

                                                       20

<PAGE>



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.  Each Fund  currently  pays the annual
$10.00 custodian fee for each Custodial Account  maintained with such Fund. This
policy  may be  changed  at any time by a 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  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
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.



                                                       21

<PAGE>



                                      TAXES

         Each Fund is treated as a separate  corporation  for Federal income tax
purposes.  In  order  to  continue  to  qualify  for  treatment  as a  regulated
investment  company  ("RIC")  under the  Code,  a Fund  must  distribute  to its
shareholders  for each  taxable  year at least 90% of the sum 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  Prospectuses,  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
a  Tax  Preference  Item.  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  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.

                                                       22

<PAGE>



         If  Tax-Exempt  Money  Market  Fund  invests  in any  instruments  that
generate taxable income, under the circumstances  described in the Prospectuses,
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 his or her 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 and Class B shares for the seven
day period ended December 31, 1995.

<TABLE>
<CAPTION>
                                                                                              Tax-Exempt Money
                                                      Cash Management Fund                      Market Fund
                                                Class A            Class B            Class A            Class B
                                                Shares              Shares            Shares             Shares
<S>                                         <C>                <C>                 <C>                 <C>  

Dividends  per share  from net  investment  
income  (seven  calendar  days ended
December 31, 1994)
(Base Period)                                $.0009781735        $.000833884        $.000679834        $.000535998
Annualized (365 day basis)*                  $.051004761         $.043481092        $.035448486        $.027948466
Average net asset value per share of
the seven calendar days ended
December 31, 1995                            $1.00               $1.00              $1.00              $1.00

</TABLE>
    
                                                       23

<PAGE>

<TABLE>
<CAPTION>

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

Annualized historical yield per
share for the seven calendar days
ended December 31, 1995                      5.10%               4.35%              3.54%              2.79%
Effective Yield**                            5.22%               4.44%              3.60%              2.83%
Tax Equivalent Yield***                      N/A                 N/A                5.53%              4.36%
Weighted average life to maturity
of the portfolio on December 31, 1995 
was 64 days for Cash Management Fund and
59 days for Tax-Exempt Money Market Fund
</TABLE>

*        This  represents the average of annualized  net  investment  income per
         share for the seven calendar days ended December 31, 1995.
**       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%.
    
         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.  Examples of typical graphs and charts depicting
such historical performances,  compounding and hypothetical returns are included
in Appendix D.

         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 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.

                                                       24

<PAGE>

   

         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.  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, 1995, Cash Management Fund accrued  $602,851 in transfer
agency  fees and  expenses,  of which  $230,095  was  voluntarily  waived by the
Transfer Agent.  For the fiscal year ended December 31, 1995,  Tax-Exempt  Money
Market Fund  accrued  $86,600 in transfer  agency  fees and  expenses,  of which
$32,277 was  voluntarily  waived by the Transfer  Agent.  The  Transfer  Agent's
telephone number is 1-800-423-4026.

         5%  Shareholders.  As of April 1,  1996,  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.

         As of April 1, 1996, the following  beneficially  owned more than 5% of
the outstanding Class B shares of the Fund listed below:

Fund                            % of Shares           Shareholder

Tax-Exempt Money Market Fund     10.5%                Jerry J. Caro
                                                      2336 Bayou Blue Road
                                                      Houma, LA  70364-4301

Cash Management Fund             15.0%                John Michael McCauley
                                                      251 N. 68th Avenue
                                                      Hollywood, FL  33024

                                 10.9%                Michele E. McCauley
                                                      251 N. 68th Avenue
                                                      Hollywood, FL  33024

                                  6.7%                Brian K. Holloway
                                                      9 Hartman Drive
                                                      Hamilton Square, NJ  08690

         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
    
                                                       25

<PAGE>


   
personal  securities  trading by portfolio  managers and other access persons of
the Funds. Among other things, such persons: (a) must have all non-exempt trades
pre-cleared by the Adviser; (b) are restricted from short-term 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.


                                                       26

<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

                                                       27

<PAGE>



higher end 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.

                                                       28

<PAGE>


   
                                                                 APPENDIX D

    [The following tables are represented as graphs in the printed document.]

The following graphs and chart illustrate hypothetical returns:

                                INCREASE RETURNS

This graph shows over a period of time even a small increase in returns can make
a significant difference.

       Years        10%             8%             6%             4%
       -----      -------         ------         ------         ------
          5        16,453         14,898         13,489         12,210
         10        27,070         22,196         18,194         14,908
         15        44,539         33,069         24,541         18,203
         20        73,281         49,268         33,102         22,226
         25       120,569         73,402         44,650         27,138


                              INCREASE INVESTMENT

This graph shows the more you invest on a regular basis over time, the more you
can accumulate.

       Years        $100          $250           $500          $1,000
       -----       ------        -------        -------        -------
          5         7,348         18,369         36,738         73,476
         10        18,295         43,736         91,473        182,946
         15        34,604         86,509        173,019        346,038
         20        58,902        147,255        294,510        589,020
         25        95,103        237,757        475,513        951,026
    

<PAGE>

   
     [The following table is represented as graph in the printed document.]

This chart illustrates the time value of money based upon the following
assumptions:

If you invested $2,000 each year for 20 years, starting at 25, assuming a 9%
investment return, you would accumulate $573,443 by the time you reach age 65.
However, had you invested the same $2,000 each year for 20 years, at that rate,
but waited until age 35, you would accumulate only $242,228 - a diference of
$331,215.

               25 years old ..............   533,443
               35 years old ..............   202,228
               45 years old ..............    62,320

     For each of the above graphs and chart it should be noted that systematic
investment plans do not assume a profit or protect against loss in declining
markets. Investors should consider their financial ability to continue purchases
through periods of both high and low price levels. Figures are hypothetical and
for illustrative purposes only and do not represent any actual investment or
performance. The value of a shareholder's investment and return may vary.
    

<PAGE>

   
     [The following table is represented as chart in the printed document.]

The following chart illustrates the historical performance of the Dow Jones
Industrial Average from 1928 through 1995.

                   1928 ..................    300.00
                   1929 ..................    248.48
                   1930 ..................    164.58
                   1931 ..................     77.90
                   1932 ..................     59.93
                   1933 ..................     99.90
                   1934 ..................    104.04
                   1935 ..................    144.13
                   1936 ..................    179.90
                   1937 ..................    120.85
                   1938 ..................    154.76
                   1939 ..................    150.24
                   1940 ..................    131.13
                   1941 ..................    110.96
                   1942 ..................    119.40
                   1943 ..................    136.20
                   1944 ..................    152.32
                   1945 ..................    192.91
                   1946 ..................    177.20
                   1947 ..................    181.16
                   1948 ..................    177.30
                   1949 ..................    200.10
                   1950 ..................    235.40
                   1951 ..................    269.22
                   1952 ..................    291.89
                   1953 ..................    280.89
                   1954 ..................    404.38
                   1955 ..................    488.39
                   1956 ..................    499.46
                   1957 ..................    435.68
                   1958 ..................    583.64
                   1959 ..................    679.35
                   1960 ..................    615.88
                   1961 ..................    731.13
                   1962 ..................    652.10
                   1963 ..................    762.94
                   1964 ..................    874.12
                   1965 ..................    969.25
                   1966 ..................    785.68
                   1967 ..................    905.10
                   1968 ..................    943.75
                   1969 ..................    800.35
                   1970 ..................    838.91
                   1971 ..................    890.19
                   1972 ..................  1,020.01
                   1973 ..................    850.85
                   1974 ..................    616.24
                   1975 ..................    858.71
                   1976 ..................  1,004.65
                   1977 ..................    831.17
                   1978 ..................    805.01
                   1979 ..................    838.74
                   1980 ..................    963.98
                   1981 ..................    875.00
                   1982 ..................  1,046.55
                   1983 ..................  1,258.64
                   1984 ..................  1,211.56
                   1985 ..................  1,546.67
                   1986 ..................  1,895.95
                   1987 ..................  1,938.80
                   1988 ..................  2,168.60
                   1989 ..................  2,753.20
                   1990 ..................  2,633.66
                   1991 ..................  3,168.83
                   1992 ..................  3,301.11
                   1993 ..................  3,754.09
                   1994 ..................  3,834.44
                   1995 ..................  5,000.00
    

<PAGE>

   
    [The following table is represented as a chart in the printed document.]

The following chart shows that inflation is constantly eroding the value of your
money.

                       THE EFFECTS OF INFLATION OVER TIME

                     1966 .......................  96.61836
                     1967 .......................  93.80423
                     1968 .......................  89.59334
                     1969 .......................  84.36285
                     1970 .......................  79.88906
                     1971 .......................  77.33694
                     1972 .......................  74.79395
                     1973 .......................  68.80768
                     1974 .......................  61.27131
                     1975 .......................  57.31647
                     1976 .......................  54.63915
                     1977 .......................  51.20820
                     1978 .......................  46.98000
                     1979 .......................  41.46514
                     1980 .......................  36.85790
                     1981 .......................  33.84564
                     1982 .......................  32.60659
                     1983 .......................  31.41290
                     1984 .......................  30.23378
                     1985 .......................  29.12696
                     1986 .......................  28.81005
                     1987 .......................  27.59583
                     1988 .......................  26.43279
                     1989 .......................  25.27035
                     1990 .......................  23.81748
                     1991 .......................  23.10134
                     1992 .......................  22.45028
                     1993 .......................  21.86006
                     1994 .......................  21.28536
                     1995 .......................  20.76620


                       1995........................  1.00
                       1996........................  1.03
                       1997........................  1.06
                       1998 .......................  1.09
                       1999 .......................  1.13
                       2000 .......................  1.16
                       2001 .......................  1.19
                       2002 .......................  1.23
                       2003 .......................  1.27
                       2004 .......................  1.30
                       2005 .......................  1.34
                       2006 .......................  1.38
                       2007 .......................  1.43
                       2008 .......................  1.47
                       2009 .......................  1.51
                       2010 .......................  1.56
                       2011 .......................  1.60
                       2012 .......................  1.65
                       2013 .......................  1.70
                       2014 .......................  1.75
                       2015 .......................  1.81
                       2016 .......................  1.86
                       2017 .......................  1.92
                       2018 .......................  1.97
                       2019 .......................  2.03
                       2020 .......................  2.09
                       2021 .......................  2.16
                       2022 .......................  2.22
                       2023 .......................  2.29
                       2024 .......................  2.36
                       2025 .......................  2.43

Inflation erodes your buying power. $100 in 1966, could purchase the same amount
of goods and service as $21 in 1995.* Projecting inflation at 3%, goods and
services costing $100 today will cost $243 in the year 2025.

* Source: Consumer Price Index, U.S. Bureau of Labor Statistics.


    

<PAGE>

   
    [The following tables are represented as graphs in the printed document.]

This chart illustrates that historically, the longer you hold onto stocks, the
greater chance that you will have a positive return.

                              1926 through 1995(1)

                               Total           Number of       Percentage of
                             Number of         Positive           Positive
                              Periods           Periods           Periods
                              -------           -------           -------
 1-Year Periods                  70                50                71%
 5-Year Periods                  66                59                89%
10-Year Periods                  61                59                97%
15-Year Periods                  56                56               100%
20-Year Periods                  51                51               100%


The following chart shows the compounded annual return of large company stocks
compared to U.S. Treasury Bills and inflation over the most recent 15 year
period. (2)

                  Compound Annual Return from 1981 -- 1995(1)

                    Inflation .....................   3.93
                    U.S. Treasury Bills ...........   7.11
                    Large Company Stocks ..........  14.80


The following chart illustrates for the period shown that long-term corpoate
bonds have outpaced U.S. Treasury Bills and inflation.

                  Compound Annual Return from 1981 -- 1995(1)

                    Inflation .....................   3.93
                    U.S. Treasury Bills ...........   7.11
                    Long-Term Corp. bonds .........  13.46


(1)  Sources: Stocks, Bonds, Bill and Inflation 1996 Yearbook, Ibbotson
     Associates, Chicago.

(2)  Please note that U.S. Treasury bills are guaranteed as to principal and
     interest payments (although the funds that invest in them are not), while
     stocks will fluctuate in share price. Although past performance cannot
     guarantee future results, reeturns of U.S. Treasury bills historically have
     not outpaced inflation by as great a margin as stocks.


The accompanying table illustrates that if you are in the 36% tax bracket, a
tax-free yield of 3% is actually equivalent to a taxable investment earning
4.69%.

                         Your Taxable Equivalent Yield

                                        Your Federal TAx Bracket
                              ---------------------------------------------
   your tax-free yield        31.0%               36.0%               39.6%
   -------------------        -----               -----               -----
          3.00%               4.35%               4.69%               4.97%
          3.50%               5.07%               5.47%               5.79%
          4.00%               5.80%               6.25%               6.62%
          4.50%               6.52%               7.03%               7.45%
          5.00%               7.25%               7.81%               8.25%
          5.50%               7.97%               8.59%               9.11%


This information is general in nature and should not be construed as tax advice.
Please consult a tax or financial adviser as to how this information affects
your particular circumstances.
    

<PAGE>




                              Financial Statements

                             as of December 31, 1995


                                                       35

<PAGE>


PORTFOLIO OF INVESTMENTS
FIRST INVESTORS CASH MANAGEMENT FUND, INC.
December 31, 1995

<TABLE>
<CAPTION>
                                                                                                     AMOUNT
                                                                                                    INVESTED
                                                                                                    FOR EACH
PRINCIPAL                                                                INTEREST                  $10,000 OF
 AMOUNT     SECURITY                                                        RATE*      VALUE        NET ASSETS
- ----------  -------------------------------------------------------       -----    ------------    -----------
<S>         <C>                                                          <C>       <C>             <C>
            CORPORATE NOTES--90.3%
$6,000M     Ameritech Capital Funding Corporation, 2/27/96                 5.50%   $  5,947,750      $  462
 3,000M     Appalachian Power, Inc., 1/4/96                                6.10       2,998,475         233
 5,000M     BellSouth Telecommunications, Inc., 2/9/96                     5.63       4,969,504         386
 4,000M     Chevron Oil Finance Company, 2/9/96                            5.65       3,975,517         309
 5,000M     Colgate-Palmolive Company, 2/15/96                             5.64       4,964,750         386
 5,800M     CPC International, Inc., 3/11/96                               5.58       5,737,070         445
 3,300M     Dresser Industries, Inc., 1/31/96                              5.73       3,284,256         255
 4,000M     Du Pont (E.I.) de Nemours & Company, 1/19/96                   5.65       3,988,700         310
 6,000M     General Electric Capital Corporation, 1/31/96                  5.65       5,971,750         464
 3,000M     GTE South, Inc., 2/7/96                                        5.73       2,982,333         232
 3,300M     Heinz (H.J.) Company, 2/12/96                                  5.57       3,278,556         255
 5,000M     Hewlett-Packard Company, 1/25/96                               5.67       4,981,100         387
 4,300M     Idaho Power Company, 1/12/96                                   5.85       4,292,314         334
 2,800M     Lubrizol Corporation, 1/29/96                                  5.73       2,787,521         217
 2,000M     McGraw-Hill, Inc., 2/2/96                                      5.67       1,989,920         155
 3,000M     McGraw-Hill, Inc., 4/2/96                                      5.50       2,957,834         230
 4,350M     Merck & Company, Inc., 8/14/96                                 5.59       4,459,797         347
 4,200M     National Rural Utilities Coop. Fin. Corporation, 2/9/96        5.62       4,174,429         324
 450M       National Rural Utilities Coop. Fin. Corporation, 5/6/96        5.70         476,499          37
 3,000M     Panasonic Finance, Inc., 2/5/96                                5.65       2,983,521         232
 3,000M     PepsiCo, Inc., 1/30/96                                         5.68       2,986,273         232
 2,800M     PepsiCo, Inc., 1/30/96                                         5.86       2,888,012         224
 5,000M     Pitney Bowes Credit, Inc., 1/5/96                              5.72       4,996,822         387
 6,000M     Rockwell International Corporation, 1/17/96                    5.70       5,984,800         465
 5,000M     Sandoz Corporation, 3/19/96                                    5.58       4,939,550         384
 2,500M     Schering-Plough Corporation, 1/16/96                           5.67       2,494,094         194
 5,000M     The Stanley Works, 3/6/96                                      5.60       4,949,444         385
 4,000M     U.S. Borax & Chemical Corporation, 1/23/96                     5.68       3,986,116         310
 2,300M     Waste Management, Inc., 4/14/96                                5.84       2,314,200         180
 2,500M     Winn Dixie Stores, Inc., 2/8/96                                5.66       2,485,064         193
 1,000M     Winn Dixie Stores, Inc., 2/23/96                               5.63         991,711          77

            Total Value of Corporate Notes (cost $116,217,682)                      116,217,682       9,031
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                                              1

<PAGE>




                                                                                                          AMOUNT
                                                                                                         INVESTED
                                                                                                         FOR EACH
PRINCIPAL                                                                       INTEREST                $10,000 OF
  AMOUNT     SECURITY                                                            RATE*     VALUE        NET ASSETS
- ---------    --------                                                            -------   -----        ----------
<S>          <C>                                                                 <C>     <C>           <C>
             U.S. GOVERNMENT AGENCIES--9.6%
 $6,000M     Federal Home Loan Bank, 12/27/96                                     5.55%   $ 6,004,548        $467
 250M        Federal Home Loan Mortgage Corporation, 6/3/96                       5.52        249,811          19
 2,200M      Federal National Mortgage Association, 1/25/96                       5.59      2,191,801         170
 3,900M      Tennessee Valley Authority, 9/9/96                                   5.51      3,927,763         305
             TOTAL VALUE OF U.S. GOVERNMENT AGENCIES (cost $12,373,923)                    12,373,923         961

TOTAL VALUE OF INVESTMENTS
 (cost $128,591,605)+                                                 99.9%               128,591,605       9,992
OTHER ASSETS, LESS LIABILITIES                                          .1                     98,692           8
NET ASSETS                                                           100.0%              $128,690,297     $10,000

</TABLE>
*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.
+Aggregate cost for federal income tax purposes is the same.


                       See notes to financial statements


<PAGE>

PORTFOLIO OF INVESTMENTS
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.
December 31, 1995

<TABLE>
<CAPTION>
                                                                                                                   AMOUNT
                                                                                                                  INVESTED
                                                                                                                  FOR EACH
 PRINCIPAL                                                                                                        $10,000 OF
    AMOUNT    SECURITY                                                                             VALUE          NET ASSETS
 ---------    --------                                                                             -----          ----------
<S>           <C>                                                                              <C>                <C>
              MUNICIPAL NOTES AND VARIABLE RATE SECURITIES--96.9%
              ALABAMA--4.0%
 $1,000M      Birmingham General Obligation Wts., VR, 5.2%
                 (LOC; First Alabama Bank)                                                     $ 1,003,606           $  401

              ARIZONA--4.0%
  1,000M      Maricopa County, Poll. Control Rev. Bond, VR, 5.0%
                 (Pub. Svc. New Mexico) (LOC; Canadian Imperial Bank)                            1,003,647              401

              CALIFORNIA--4.8%
  1,200M      California Poll. Control Rev. Bonds, VR, 5.4% (So. Cal. Edison)                    1,204,355              481


                                                                               2

<PAGE>



              COLORADO--.3%
     70M      Clear Creek County, Fin. Pool Prog. Rev. Antic. Notes, VR, 5.15%
                 (LOC; National Westminster Bank)                                                   70,229               28

              DELAWARE--2.2%
   500M       Delaware State General Obligation Bonds, 7.5%, 7/1/2005
                 (Prerefunded 7/1/96)                                                              538,016              215

              FLORIDA--11.5%
 1,000M       Jacksonville Florida Electric Rev. Bonds, 3.4%, CP, 3/8/96
                 (Jacksonville Elec.) (SPA; Morgan Guaranty Trust Co.)                           1,002,329              400
   535M       Pinellas County Health Facs. Auth. Rev. Bonds, VR, 4.9%
                 (Bayfront Medical Center Project) (SPA; Barnett Bank South Florida)               536,652              215
 1,000M       Sunshine State Gov. Fin. Comm. Rev. Bonds, CP, 3.5%, 2/8/96
                 (LOC; Union Bank of Switzerland, National Westminster Bank
                 Morgan Guaranty Trust Co.)                                                      1,002,397              400
   340M       Volusia County, Health Fac. Auth. Rev. Bonds, VR, 5.0%
                 (FGIC Insured) (SPA; Banque Paribas)                                              341,247              136
                                                                                                 2,882,625            1,151
              GEORGIA--4.4%
   600M       Cobb County, Multi-Family Hsg. Auth. Rev. Bonds, VR, 5.15%
                 (LOC; Mellon Bank, Pittsburgh)                                                    602,242              241
   500M       Monroe County, Dev. Auth. Poll. Control Rev. Bonds, VR, 5.5%
                 (Gulf Power Co.)                                                                  501,843              200
                                                                                                 1,104,085              441
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                                                              AMOUNT
                                                                                            INVESTED
                                                                                            FOR EACH
PRINCIPAL                                                                                  $10,000 OF
 AMOUNT      SECURITY                                                               VALUE  NET ASSETS
- -----------  ---------------------------------------------------------------   ----------  ----------
<S>          <C>                                                               <C>         <C>
             ILLINOIS--2.0%
  $500M      State of Illinois Rev. Antic. Certs., 4.5%, 5/10/96               $  510,164        $204

             LOUISIANA--2.8%
  700M       De Soto Parish Poll. Control Rev. Bonds, VR, 5.05%
             (Central LA Electric) (LOC; Swiss Bank)                              702,136         280

             MARYLAND--4.0%
1,000M       Baltimore County, Poll. Control Rev. Bonds, CP, 3.4%, 3/12/96
             (Baltimore Gas & Electric Co.)                                     1,002,422         400

             MICHIGAN--2.0%
  500M       Detroit City School Dist. School Aid Notes, 4.5%, 5/1/96             510,424         204

             MISSISSIPPI--1.6%
  400M       Claiborne County, Poll. Control Rev. Bonds, CP, 3.55%, 2/9/96

                                                                               3

<PAGE>



             (National Rural Utilities Coop. Fin. Corp.)                          400,973         160

             MISSOURI--6.2%
  530M       Missouri State Env. Imp. & Energy Res. Auth. Poll. Control Rev.
             Bonds, VR, 4.65% (National Rural Utilities Coop. Fin. Corp.)         531,427         212
1,000M       Saint Louis City, Tax & Rev. Antic. Notes, 4.5%, 6/20/96           1,025,533         410
                                                                                1,556,960         622
             NEW JERSEY--7.3%
  800M       New Jersey State Turnpike Auth. Rev. Bonds, VR, 4.8%
             (FGIC Insured) (LOC; Societe Generale)                               813,989         325
1,000M       State of New Jersey Tax & Rev. Antic. Notes, CP, 3.3%, 2/16/96
             (Advance Agreement; Union Bank of Switzerland)                     1,002,441         400
                                                                                1,816,430         725
</TABLE>



PORTFOLIO OF INVESTMENTS
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.
December 31, 1995

<TABLE>
<CAPTION>

                                                                                                        AMOUNT
                                                                                                       INVESTED
                                                                                                       FOR EACH
 PRINCIPAL                                                                                            $10,000 OF
  AMOUNT             SECURITY                                                                VALUE    NET ASSETS
- ----------           --------                                                             ----------  ----------
<S>                  <C>                                                                 <C>          <C>
                     NEW YORK--4.1%
 $1,000M             New York City Tax Antic. Notes, 4.5%, 2/15/96                        $1,019,577        $407

                     RHODE ISLAND--4.1%
  1,000M             Rhode Island Tax Antic. Notes, 4.5%, 6/28/96                          1,026,794         410

                     SOUTH CAROLINA--5.6%
  1,000M             Charleston County, Hosp. Facs. Rev. Bonds, VR, 5.3%
                     (Brown Schools) (LOC; Bankers Trust)                                  1,003,626         401
   400M              South Carolina Ed. Facs. Rev. Bonds, VR, 5.3%
                     (Presbyterian Coll. Proj.) (LOC; South Carolina National Bank)          401,469         160
                                                                                           1,405,095         561
                     TEXAS--17.2%
   500M              Capital Indust. Dev. Corp., Ind. Dev. Rev. Bonds, VR, 5.15%
                     (Capital Industries) (LOC; Wachovia Bank)                               501,837         200
   250M              Dallas County General Obligation Bonds, 4.75%, 8/15/96                  259,539         104
 1,000M              Fort Worth Texas Water Sewer System Rev. Bonds, CP, 3.75%, 3/7/96
                     (Liquidity Agreement; Swiss Bank Corp.)                               1,001,849         400
   500M              Gulf Coast Waste Disp. Auth. Poll. Control Rev. Bonds, VR, 5.9%
                     (Amoco Oil Co.)                                                         501,862         200
 1,000M              Lubbock Health Facs. Dev. Corp. Rev. Bonds, VR, 5.3%
                     (Charter Medical) (LOC; Bankers Trust)                                1,010,194         403
 1,000M              State of Texas Rev. Antic. Notes, 4.75%, 8/30/96                      1,021,582         409
                                                                                           4,296,863       1,716
                     VIRGINIA--2.0%

                                                                              4

<PAGE>



   500M              Lynchburg Ind. Dev. Auth., Hosp. Facs. Dev. Bonds, VR, 5.0%
                     (Ambac Insured) (LOC; Mellon Bank)                                      501,750         200
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                                                       AMOUNT
                                                                                                      INVESTED
                                                                                                      FOR EACH
 PRINCIPAL                                                                                           $10,000 OF
  AMOUNT     SECURITY                                                                   VALUE        NET ASSETS
- ----------   --------                                                                --------        ----------
<S>          <C>                                                           <C>       <C>             <C>
             WASHINGTON--4.0%
 $1,000M     Port of Kalama, Pub. Corp. Rev. Bonds, VR, 4.85%
                (Conagra Corp.) (LOC; Morgan Guaranty Trust Co.)                     $ 1,002,995      $  400

             WEST VIRGINIA--.8%
    200M     West Virginia Hosp. Fin. Auth. Hosp. Rev. Bonds, VR, 5.2%
                (St. Joseph's Hosp. Proj.) (LOC; Bank One)                               200,742          80

             WISCONSIN--2.0%
    500M     Milwaukee Wisconsin General Obligation Bonds, 6.25%, 6/15/96                507,171         203
TOTAL VALUE OF INVESTMENTS (cost  $24,267,059)+                              96.9%    24,267,059       9,690
OTHER ASSETS, LESS LIABILITIES                                                3.1        777,502         310

NET ASSETS                                                                  100.0%   $25,044,561     $10,000
</TABLE>
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,  1995.  The variable  rate  securities  are
     subject to optional  tenders  (which are exercised  through put options) or
     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
     VR   Variable Rate Notes
     CP   Municipal Commercial Paper


                       See notes to financial statements

 <PAGE>

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995

<TABLE>

                                                                             5

<PAGE>



<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                       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...............................................     $128,591,605        $24,267,059
                                                                          ============        ===========
     At value........................................................     $128,591,605        $24,267,059
Cash                                                                           364,923            841,419
Other assets.........................................................           24,200              4,891
                                                                          ------------        -----------
Total Assets.........................................................      128,980,728         25,113,369
                                                                          ------------        -----------

LIABILITIES

Payables:
     Capital shares redeemed.........................................          222,818             35,859
     Dividend disbursing agent.......................................           13,195             22,006
Accrued expenses.....................................................           34,111              5,919
Accrued advisory fee.................................................           20,307              5,024
                                                                          ------------        -----------
Total Liabilities....................................................          290,431             68,808
                                                                          ------------        -----------

NET ASSETS...........................................................     $128,690,297        $25,044,561
                                                                          ============        ===========

CAPITAL SHARES OUTSTANDING (Note 2):
     Class A.........................................................      128,634,770         25,044,551
     Class B.........................................................           55,527                 10
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE --
     CLASS A AND CLASS B (Net assets divided by shares outstanding)..            $1.00              $1.00
                                                                          ============        ===========

</TABLE>
                       See notes to financial statements

8
<PAGE>

STATEMENT OF OPERATIONS
Year Ended December 31, 1995

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                            FIRST INVESTORS     FIRST INVESTORS
                                                            CASH MANAGEMENT     TAX-EXEMPT MONEY
                                                               FUND, INC.       MARKET FUND, INC.
- -------------------------------------------------------------------------------------------------

                                                                              6

<PAGE>



<S>                                                         <C>                 <C>
INVESTMENT INCOME

Interest income.............................................   $7,331,050           $966,073
                                                               ----------           --------

Expenses (Note 3):
  Advisory fee..............................................      611,689            123,947
  Shareholder servicing costs...............................      627,244             86,600
  Reports and notices to shareholders.......................       77,121              6,902
  Custodian fees............................................       56,132             15,445
  Professional fees.........................................       30,634             18,775
  Other expenses............................................       39,952             10,146
                                                               ----------           --------

Total expenses..............................................    1,442,772            261,815
Less: Portion of expenses waived............................     (584,612)           (84,742)
 Custodian fees paid indirectly.............................       (1,312)            (3,563)
                                                               ----------           --------

Net expenses                                                      856,848            173,510
                                                               ----------           --------

Net investment income.......................................    6,474,202            792,563
Net realized gain (loss) on investments.....................        6,967               (742)
                                                               ----------           --------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........   $6,481,169           $791,821
                                                               ==========           ========

</TABLE>
                       See notes to financial statements
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                      FIRST INVESTORS                 FIRST INVESTORS
                                                      CASH MANAGEMENT                 TAX-EXEMPT MONEY
                                                         FUND, INC.                     FUND, INC.
                                            -----------------------------  -----------------------------------
Year Ended December 31                          1995            1994             1995              1994
- -----------------------------------------  --------------  --------------  ----------------  -----------------
<S>                                        <C>             <C>             <C>               <C>

OPERATIONS
Net investment income....................  $   6,474,202   $   4,480,477      $    792,563       $    561,501

Net realized (gain) loss on investments..          6,967          (2,388)             (742)                --
                                           -------------   -------------      ------------       ------------

Net increase in net assets resulting
 from operations and declared as
 distributions to shareholders

                                                                               7

<PAGE>



 (Note 1C)                                 $   6,481,169   $   4,478,089      $    791,821       $    561,501
                                           -------------   -------------      ------------       ------------


CAPITAL SHARE TRANSACTIONS (NOTE 2)
Class A:
Proceeds from shares sold................  $ 270,334,802   $ 281,311,936      $ 34,618,262       $ 37,386,855
Value of distributions reinvested........      6,848,793       3,812,783           772,244            544,099
Cost of shares redeemed..................   (277,043,961)   (283,807,863)      (36,769,598)       (35,364,302)
                                           -------------   -------------      ------------       ------------

                                                 139,634       1,316,856        (1,379,088)         2,566,652
                                           -------------   -------------      ------------       ------------

Class B:
Proceeds from shares sold................         90,178              --                10                 --
Value of distributions reinvested........            349              --                --                 --
Cost of shares redeemed..................        (35,000)             --                --                 --
                                           -------------   -------------      ------------       ------------

                                                  55,527              --                10                 --
                                           -------------   -------------      ------------       ------------

Total increase (decrease) in net assets..        195,161       1,316,856        (1,379,078)         2,566,652

NET ASSETS
Beginning of year........................    128,495,136     127,178,280        26,423,639         23,856,987
                                           -------------  --------------      ------------       ------------
End of year..............................  $ 128,690,297   $ 128,495,136      $ 25,044,561       $ 26,423,639
                                           =============   =============      ============       ============
</TABLE>


                       See notes to financial statements


<PAGE>

NOTES TO FINANCIAL STATEMENTS
FIRST INVESTORS CASH MANAGEMENT FUND, INC.
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.

1. SIGNIFICANT ACCOUNTING POLICIES--First Investors Cash Management Fund, Inc.
(the "Cash Management Fund") and First Investors Tax-Exempt Money Market Fund,
Inc. (the "Tax-Exempt Money Market Fund") (collectively, the "Funds") are
registered under the Investment Company Act of 1940 (the "1940 Act") as
diversified, open-end management investment companies. The objective of each
Fund is as follows:

CASH MANAGEMENT FUND seeks to earn a high rate of current income consistent with
the preservation of capital and maintenance of liquidity.

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.


                                                                               8

<PAGE>



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.

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  the
Tax-Exempt  Money  Market  Fund  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.  The
Custodian of Cash Management Fund and Tax-Exempt  Money Market Fund has provided
credits in the  amount of $1,312 and  $3,563,  respectively,  against  custodian
charges based on the uninvested cash balances of the Funds.

2. CAPITAL STOCK--At December 31, 1995, paid-in capital amounted to $128,690,297
for the Cash Management  Fund and  $25,044,561  for the Tax-Exempt  Money Market
Fund.  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.

The Funds sell two  classes  of shares,  Class A and Class B. The Class B shares
are subject to a 1% 12b-1 fee and may only be acquired  through an exchange from
another First Investors eligible Fund. For the year 1995, the underwriter waived
 .25% of the 12b-1 fee paid by the Class B shares. As of December 31, 1995, there
have been no transactions in the Class B shares for the Tax-Exempt  Money Market
Fund other  than the sale of 10 shares to First  Investors  Management  Company,
Inc. ("FIMCO").

3. ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES--Certain officers and
directors of the Funds are officers and directors of the investment adviser,
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 the Cash Management Fund's Individual
Retirement Accounts.

<PAGE>

NOTES TO FINANCIAL STATEMENTS
FIRST INVESTORS CASH MANAGEMENT FUND, INC.
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.

Officers and directors of the Funds received no remuneration  from the Funds for
serving in such capacities. Their remuneration (together with certain other

                                                                               9

<PAGE>



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, 1995, the investment adviser voluntarily
reduced this fee by $354,517 for the Cash Management Fund and by $52,465 for the
Tax-Exempt Money Market Fund.

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, 1995, no  reimbursement  was required  pursuant to these
provisions.

For the year ended December 31, 1995,  shareholder  servicing  costs of the Cash
Management Fund included  transfer agent fees and out of pocket expenses accrued
to ADM of $372,756 (net of $230,095  waived) and $24,393 in custodian  fees paid
to FFS. The Tax-Exempt Money Market Fund's shareholder  servicing costs included
transfer agent fees and out of pocket  expenses  accrued to ADM in the amount of
$54,323 (net of $32,277 waived).

The Tax-Exempt Money Market Fund 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 are made by the underwriter
in its sole discretion,  and no Administrator will receive more than .25% of the
funds represented by shares owned by its clients.

<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, 1995, 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  periods  presented.  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, 1995, by correspondence with the custodian.  An audit also includes
assessing the accounting principles used and significant estimates made by

                                                                              10

<PAGE>


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, 1995, 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, 1996



                                                                              11

<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)a.    Articles of Restatement

                b.    Articles Supplementary

             (2)      Amended and Restated By-Laws

             (3)      Not Applicable

             (4)      Specimen Certificate

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

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

             (7)      Not Applicable

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

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

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

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

             (10)5    Opinion of Counsel

             (11)a.   Consent of independent accountants

                 b.   Powers of Attorney



<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)     Class B Distribution Plan

             (16)     Not Applicable

             (17)     Financial Data Schedule (filed as Exhibit 27 for
                      electronic filing purposes)

             (18)     18f-3 Plan



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, 1995 filed on February 27, 1996.

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

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


Item 26. Number of Holders of Securities



<PAGE>



   

                                                       Title of Class

    Class A Shares
    Class B Shares
                                                      Number of Record
                                                        Holders as of
                                                      February 9, 1996

                                                           20,851
                                                              8
    
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 any other rights to which any officer
or director  (or his heirs,  executors  and  administrators)  may be entitled to
according to law.



<PAGE>



             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
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


<PAGE>



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.




<PAGE>



             (b) The  following  persons are the officers  and  directors of the
Underwriter:
<TABLE>
<CAPTION>

                                              Position and                                Position and
Name and Principal                            Office with First                           Office with
Business Address                              Investors Corporation                       Registrant
<S>                                          <C>                                        <C>

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

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

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

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

Joseph I. Benedek                             Treasurer                                   Treasurer
581 Main Street
Woodbridge, NJ 07095

Robert Murphy                                 Comptroller                                 None
581 Main Street
Woodbridge, NJ  07095

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

Kathryn S. Head                               Vice President,                             Director
581 Main Street                               Chief Financial
Woodbridge, NJ 07095                          Officer and Director

Louis Rinaldi                                 Senior Vice                                 None
581 Main Street                               President
Woodbridge, NJ 07095

Frederick Miller                              Vice President                              None
581 Main Street
Woodbridge, NJ 07095



<PAGE>


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

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

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

Matthew Smith                                 Vice President                              None
581 Main Street
Woodbridge, NJ 07095

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

Anne Condon                                   Vice President                              None
581 Main Street
Woodbridge, NJ 07095

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

</TABLE>

             (c) Not applicable


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, 581 Main Street,  Woodbridge, NJ 07095, except
for those  maintained by the  Registrant's  Custodian,  The Bank of New York, 48
Wall Street, New York, NY 10286.



<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.

             The  Registrant  hereby  undertakes to furnish a copy of its latest
annual report to shareholders,  upon request and without charge,  to each person
to whom a prospectus is delivered.


<PAGE>

   

                                INDEX TO EXHIBITS

Exhibit
Number           Description

99.B1.1          Articles of Restatement
99.B1.2          Articles Supplementary
99.B2            Amended and Restated By-laws
99.B5            Advisory Agreement
99.B6            Underwriting Agreement
99.B8.1          Custodian Agreement
99.B8.2          Supplement to Custodian Agreement
99.B8.3          Payment and Redemption Agency Agreement
99.B9            Administration Agreement
99.B11.1         Consent of accountants
99.B11.2         Powers of Attorney
99.B15           Class B Distribution Plan
99.B18           18f-3 Plan
27.001           FDS-Class A Shares
27.002           FDS-Class B Shares

    
<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, 1996.


                                             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.

<TABLE>
<CAPTION>

<S>                                        <C>                                        <C>

/s/Glenn O. Head                            Principal Executive                         April 17, 1996
- ---------------------                       Officer and Director
Glenn O. Head                               



/s/Joseph I. Benedek                        Principal Financial                         April 17, 1996
- --------------------                        and Accounting Officer
Joseph I. Benedek                           



         *                                  Director                                    April 17, 1996
- ------------------------------------
Kathryn S. Head



         *                                  Director                                    April 17, 1996
- ------------------------------------
James J. Coy


<PAGE>


         *                                  Director                                    April 17, 1996
- ------------------------------------
Roger L. Grayson



         *                                  Director                                    April 17, 1996
- ------------------------------------
Herbert Rubinstein



         *                                  Director                                    April 17, 1996
- ------------------------------------
James M. Srygley



         *                                  Director                                    April 17, 1996
- ------------------------------------
John T. Sullivan



         *                                  Director                                    April 17, 1996
- ------------------------------------
Rex R. Reed



         *                                  Director                                    April 17, 1996
- --------------------
Robert F. Wentworth


</TABLE>


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


<PAGE>












<PAGE>

                              ARTICLES OF RESTATEMENT

                                         OF

                    FIRST INVESTORS CASH MANAGEMENT FUND, INC.


To the State Department
         of Assessments and Taxation
State of Maryland


         Pursuant to the provisions of Section 2-608 of the Maryland General
Corporation Law, First Investors Cash Management Fund, Inc. (the "corporation"),
a Maryland corporation having its principal office in Baltimore City, hereby
certifies that:
         FIRST:  The corporation desires to restate its charter as currently
in effect.
         SECOND:  The provisions hereinafter set forth in the Articles of
Restatement are all the provisions of the charter of the corporation as
currently in effect.
         THIRD:  The restatement of the charter of the corporation has been
approved by a majority of the entire Board of Directors of the
corporation.
         FOURTH:  The charter of the corporation is not amended by these
Articles of Restatement.
         FIFTH:  The current address of the principal office of the
corporation in the State of Maryland is c/o The Prentice-Hall
Corporation System, Maryland, 11 East Chase Street, Baltimore, Maryland
21202.
         SIXTH:  The name and the address of the current resident agent of
the corporation in the State of Maryland are The Prentice-Hall

<PAGE>

Corporation System, Maryland, 11 East Chase Street, Baltimore, Maryland
21202.
         SEVENTH:  The number of directors of the corporation is nine, and
the names of the directors of the corporation currently in office are
Glenn O. Head, James J. Coy, Roger L. Grayson, Kathryn S. Head,
F. William Ortman, Jr., Rex R. Reed, Herbert Rubinstein, John T.
Sullivan and Robert F. Wentworth.

                             ARTICLES OF RESTATEMENT
                                       OF
                  FIRST INVESTORS CASH MANAGEMENT FUND, INC.


                  SECOND:           The name of the corporation is
                                    FIRST INVESTORS CASH MANAGEMENT FUND, INC.
                                    (hereinafter called the "Corporation").

                  THIRD:            The purposes for which the Corporation
is formed and the business to be carried on and promoted by it are as
follows:

                  To engage generally in the business of an incorporated
investment company of the management type, investing and reinvesting its
assets in all forms of securities and other personal and real property,
of every kind and description, all as more specifically set forth
herein, subject to the provisions of these Articles of Incorporation and
the By-Laws of the Corporation; to consolidate or merge with, to acquire
and take over the assets of, and to assume the liabilities of, any other
corporation or trust with similar powers, to make contracts, and,
generally, to do any or all acts and things necessary or desirable in
furtherance of any of the corporate purposes or designed to protect,
preserve, or enhance the value of the corporate assets, or to the extent
permitted to business corporations authorized under the laws of the
State of Maryland as now or may in the future be enforced; and to do any
or all of the things in furtherance of the above purposes as natural
persons might do.

                  To subscribe for, receive, purchase and otherwise
acquire, own, hold, sell, exchange, transfer, mortgage, pledge,
hypothecate and otherwise dispose of, and generally deal in and with all
or any of the following (hereinafter sometimes referred to collectively
as "securities" or individually as "security") namely: All kinds of
shares, stocks, voting trust certificates, trust certificates, bonds,
debentures, mortgages, trust receipts, notes and other securities,
obligations, contracts, certificates of interest, chooses in action and

<PAGE>

evidences of indebtedness generally of any corporation, association,
partnership, syndicate, entity, person, or governmental, municipal or
public authority, domestic or foreign, and evidences of any interest
therein or in respect thereto, subject to such restrictions as may be
set forth from time to time in the By-Laws of the Corporation; to
acquire or become interested in any such securities by original
subscription, underwriting, participation in syndicates or otherwise and
while the owner or holder of any such securities to exercise all the
rights, powers and privileges of ownership or interest in respect
thereof.

                  To purchase, acquire, hold, exchange, sell, deal in
and dispose of, alone or in syndicates or otherwise in conjunction with
others, commodities and other personal property of every kind, character
and description whatsoever and wheresoever situated, and any interest
therein.

                  To conduct researches, investigations, enterprises,
and otherwise transact all kinds of business relating to the gathering,
publishing and distribution of financial and investment information and
statistics or such business as may be carried on in connection therewith
throughout the world.

                  To enter into, make and perform contracts of every
lawful kind, without limitation as to amount, except as expressly
provided to the contrary in the By-Laws, with any person, firm,
association, partnership, corporation or entity including but not by way
of limitation, agreements for the disposition or acquisition of the
corporate stock of the Corporation, agreements for the management,
supervision and overseeing of its assets or activities, and the
rendering of services with reference thereto, agreements for the holding
or custody of its assets, the acquisition and disposition of its
securities, agreements for the conduct of administrative, accounting or
other activities, and agreements relating to borrowing or repayment of
money.

                  The foregoing statements of objects and purposes
except as otherwise expressly provided shall not be held to limit or
restrict in any manner the powers of the Corporation, and are in
furtherance of, and in addition to, and not in limitation of the general
powers conferred upon the Corporation by the laws of the State of
Maryland or otherwise.

                  FOURTH: The post office address of the principal
office of the Corporation in this State is c/o The Prentice-Hall
Corporation System, Maryland, 11 East Chase Street, Baltimore, Maryland
21202. The name of the resident agent of the Corporation in this State
is The Prentice-Hall Corporation System, Maryland, a corporation of the
State of Maryland, and the post office address of the resident agent is
11 East Chase Street, Baltimore, Maryland 21202.

                  FIFTH: Section 5.1. The total number of shares of all
classes of stock which the Corporation shall have authority to issue is
five billion (5,000,000,000) shares of capital stock of the par value of
one cent ($0.01) each, having an aggregate par value of $50,000,000.

<PAGE>

The Shares may be issued by the Board of Directors in such separate and
distinct series ("Series") and classes of series ("Classes") as the
Board of Directors shall from time to time create and establish. The
Board of Directors shall have full power and authority, in its sole
discretion, to create and establish Shares of said Series and Classes
having such preferences, rights, voting power, restrictions, limitations
as to dividends, qualifications, and terms and conditions of redemption
as shall be fixed and determined from time to time by resolution or
resolutions providing for the issuance of such Shares adopted by the
Board of Directors. In the event of establishment of Classes, each Class
of a Series shall represent interests in the assets of that Series and
have identical voting, dividend, liquidation and other rights and the
same terms and conditions as any other Class of that Series, except as
provided in these Articles of Incorporation, and except that expenses
allocated to the Class of a Series may be borne solely by such Class as
shall be determined by the Board of Directors and a Class of a Series
may have exclusive voting rights with respect to matters affecting only
that Class. Expenses related to the distribution of, and other
identified expenses that should properly be allocated to, the Shares of
a particular Class or Series may be charged to and borne solely by such
Class or Series and the bearing of expenses solely by a Class or Series
may be appropriately reflected (in a manner determined by the Board of
Directors) and cause differences in the net asset value attributable to,
and the dividend, redemption and liquidation rights of, the Shares of
each Class or Series. In addition, the Board of Directors is hereby
expressly granted authority to increase or decrease the number of Shares
of any Series or Class, but the number of Shares of any Series or Class
shall not be decreased by the Board of Directors below the number of
Shares thereof then outstanding.

         The Board of Directors is authorized, from time to time, to
classify or to reclassify, as the case may be, any unissued Shares of
the Corporation in separate Series or Classes. The Shares of said Series
and Classes of stock shall have such preferences, rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption as shall be fixed and determined from time to
time by the Board of Directors. The Corporation may hold as treasury
shares, reissue for such consideration and on such terms as the Board of
Directors may determine, or cancel, at its discretion from time to time,
any Shares reacquired by the Corporation. No holder of any of the Shares
shall be entitled as of right to subscribe for, purchase, or otherwise
acquire any Shares of the Corporation that the Corporation proposes to
issue or reissue.

         The Corporation shall have authority to issue any additional
shares hereafter authorized and any Shares redeemed or repurchased by
the Corporation. All Shares of any Series or Class when properly issued
in accordance with these Articles of Incorporation shall be fully paid
and nonassessable.

         Section 5.2. The establishment of any Series or Class, in
addition to those established in Section 5.1 hereof, shall be effective
upon the adoption of a resolution by a majority of the then Directors
setting forth such establishment and designation and the relative rights

<PAGE>

and preferences of the Shares of such Series or Class. At any time that
there are no Shares outstanding of any particular Series or Class
previously established and designated, the Directors may by a majority
vote abolish that Series or Class and the establishment and designation
thereof.

         Section 5.3. Dividends and distributions on Shares with respect
to each Series or Class may be declared and paid with such frequency, in
such form and in such amount as the Board of Directors may from time to
time determine. Dividends may be declared daily or otherwise pursuant to
a standing resolution or resolutions adopted only once or with such
frequency as the Board of Directors may determine.

         All dividends and distributions on Shares of each Series shall
be distributed pro rata to the holders of that Series in proportion to
the number of Shares of that Series held by such holders at the date and
time of record established for the payment of such dividends or
distributions, except that such dividends and distributions shall
appropriately reflect expenses allocated to a particular Class of such
Series.

         The Board of Directors shall have the power, in its sole
discretion, to distribute in any fiscal year as dividends (including
dividends designated in whole or in part as capital gain distributions)
amounts sufficient, in the opinion of the Board of Directors, to enable
the Corporation, or where applicable each Series of the Corporation, to
qualify as a regulated investment company under the Internal Revenue
Code of 1986, as amended, or any successor or comparable statute
thereto, and regulations promulgated thereunder, and to avoid liability
of income tax in respect of that year. However, nothing in the foregoing
shall limit the authority of the Board of Directors to make
distributions greater than or less than the amount necessary to qualify
as a regulated investment company and to avoid liability of the
Corporation, or any Series of the Corporation, for such tax.

         Dividends and distributions may be paid in cash, property or
Shares, or a combination thereof, as determined by the Board of
Directors or pursuant to any program that the Board of Directors may
have in effect at the time. Any such dividend or distribution paid in
Shares will be paid at the current net asset value thereof as defined in
Section 5.7.

         Section 5.4. All consideration received by the Corporation for
the issue or sale of Shares of a particular Series, together with all
assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall be referred to as "assets belonging
to" that Series. In addition, any assets, income, earnings, profits, and
proceeds thereof, funds, or payments or any general liabilities,
expenses, costs, charges or reserves which are not readily identifiable
as belonging to or chargeable to any particular Series, shall be
allocated by the Board of Directors between and among any one or more of

<PAGE>

the Series in such manner as the Board of Directors, in its sole
discretion, deems fair and equitable. Each such allocation shall be
conclusive and binding upon the stockholders of all Series for all
purposes, and shall be referred to as assets belonging to that Series.
The assets belonging to a particular Series shall be so recorded upon
the books of the Corporation.

         Section 5.5. On each matter submitted to a vote of the
stockholders, each holder of a Share shall be entitled to one vote for
each Share and fractional votes for fractional Shares standing in his
name on the books of the Corporation; provided, however, that when
required by the Investment Company Act of 1940, as amended ("1940 Act"),
or rules thereunder or when the Board of Directors has determined that
the matter affects only the interests of one Series or Class, matters
may be submitted to a vote of the stockholders of a particular Series or
Class, and each holder of Shares thereof shall be entitled to votes
equal to the number of full and fractional Shares of the Series or Class
standing in his name on the books of the Corporation. The presence in
person or by proxy of the holders of one-third of the Shares of capital
stock of the Corporation outstanding and entitled to vote thereat shall
constitute a quorum for the transaction of business at a stockholders'
meeting, except that where any provision of law or of these Articles of
Incorporation permit or require that holders of any Series or Class
shall vote as a Series or Class, then one-third of the aggregate number
of Shares of capital stock of that Series or Class outstanding and
entitled to vote shall constitute a quorum for the transaction of
business by that Series or Class.

         Section 5.6. Each holder of Shares shall have the right at such
times as may be permitted by the Corporation to require the Corporation
to redeem all or any part of his Shares at a redemption price per Share
equal to the net asset value per Share as of such time as the Board of
Directors shall have prescribed by resolution. In the absence of such
resolution, the redemption price per Share shall be the net asset value
next determined (in accordance with Section 5.7) after receipt by the
Corporation of a request for redemption in proper form less such charges
as are determined by the Board of Directors and described in the
Corporation's registration statement under the Securities Act of 1933,
as amended. The Board of Directors may specify conditions, prices, and
places of redemption, and may specify binding requirements for the
proper form or forms of requests for redemption. Payment of the
redemption price may be wholly or partly in securities or other assets
at the value of such securities or assets used in such determination of
net asset value, or may be in cash. Notwithstanding the foregoing, the
Board of Directors may postpone payment of the redemption price and may
suspend the rights of the holders of Shares to require the Corporation
to redeem Shares during any period or at any time when and to the extent
permissible under the 1940 Act. The Corporation reserves the right, upon
60 days' notice, to reduce the redemption price in certain circumstances
by an amount not in excess of 1% of net asset value of the shares to be
redeemed.

         Section 5.7. The net asset value of each Share of the
Corporation, or each Series or Class, shall be the quotient obtained by

<PAGE>

dividing the value of the net assets of the Corporation, or if
applicable of the Series (being the value of the assets of the
Corporation or of the particular Series less its actual and accrued
liabilities exclusive of capital stock and surplus), by the total number
of Shares of the Corporation, or of the Series. Such determination may
be made on a Series-by-Series basis or made or adjusted on a Class-by-
Class basis, as appropriate, and shall include any expenses allocated to
a specific Series or Class thereof. The Board of Directors shall have
the power and duty to determine the net asset value per Share at such
times and by such methods as it shall determine subject to any
restrictions or requirements under the 1940 Act and the rules,
regulations and interpretations thereof promulgated or issued by the
Securities and Exchange Commission applicable to the Corporation. The
Board of Directors may delegate such power and duty to any one or more
of the directors and officers of the Corporation, to the Corporation's
investment adviser, to the custodian or depository of the Corporation's
assets, or to another agent of the Corporation.

         Section 5.8. The Board of Directors may cause the Corporation
to redeem at current net asset value all Shares owned or held by any one
stockholder having an aggregate current net asset value of such amount
as set by the Board of Directors in accordance with applicable state
laws. No such redemption shall be effected unless the Corporation has
given the stockholder at least sixty (60) days' notice of its intention
to redeem the Shares and an opportunity to purchase a sufficient number
of additional Shares to bring the aggregate current net asset value of
his Shares to such amount as set by the Board of Directors. Upon
redemption of Shares pursuant to this Section, the Corporation shall
promptly cause payment of the full redemption price, in any permissible
form, to be made to the holder of Shares so redeemed. The Board of
Directors may by a majority vote establish from time to time amounts
less than the current amount at which the Corporation will redeem Shares
pursuant to this Section.

                  SIXTH: The number of directors of the Corporation
shall be seven (7), which number may be increased or decreased as may be
provided by the By-Laws, but in no case shall the number be less than
three (3) or more than fifteen (15). The names of the directors who
shall act until their successors are duly chosen and qualified are:

                                    Herbert Rubinstein
                                    James J. Coy
                                    Roger L. Grayson
                                    Glenn O. Head
                                    F. William Ortman, Jr.
                                    John T. Sullivan
                                    Robert F. Wentworth
                                    Kathryn S. Head
                                    Rex R. Reed

                  SEVENTH:          In furtherance and not in limitation
of the powers conferred by statute, the Board of Directors is expressly
authorized

<PAGE>

                  To make, alter or repeal the By-Laws of the
Corporation except as therein provided.

                  To set apart out of any of the funds of the
Corporation available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserves in the manner in which it was
created. Such reserve or reserves may be invested and reinvested by the
Board of Directors in the same way and subject to the same restrictions
as are provided for the investment and reinvestment of the capital of
the Corporation. When and only when the Board of Directors shall decide
that it is advisable or necessary to pay dividends out of the reserve,
shall such funds be subject to the payment of dividends.

                  To specify by the By-Laws the number of directors
constituting the whole Board of Directors, which number shall not be
less than three (3) and which may be increased or decreased as provided
in the By-Laws; and if there be a vacancy on the Board of Directors by
reason of death, resignation or otherwise to fill such vacancy for the
unexpired term by a majority vote of the remaining directors; and to
fill a vacancy created by an increase in the number of directors by a
majority vote of the entire Board of Directors. A director elected by
the Board of Directors to fill a vacancy shall be elected to hold office
until the next annual meeting of stockholders or until his successor is
elected and qualifies. Notwithstanding the foregoing, any such election
by the Board of Directors is subject to the restrictions relating
thereto set forth in the By-Laws.

                  To designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which to the
extent provided in the Resolution or Resolutions of the Board of
Directors or in the By-Laws of the Corporation, shall have and may
exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, except the power to declare
dividends, to issue stock or to recommend to stockholders any action
requiring stockholders' approval, and have the power to authorize the
seal of the Corporation to be affixed to all papers which may require
it.

                  Subject to all applicable provisions of the By-Laws,
and of the 1940 Act and the rules and regulations thereunder, to
authorize the Corporation to enter into a written agreement with any
person, firm or corporation to act as manager, investment adviser,
underwriter, distributor, fiscal agent, depository or custodian of the
Corporation.

                  From time to time to offer for subscription or
otherwise issue or sell, for such consideration as the Board of
Directors may determine and which may be permitted by law at any time of
such subscription, any or all of the authorized stock of the Corporation
not then issued or which may have been issued and reacquired by the
Corporation and any or all of any increased stock that may hereafter be
authorized.

                  EIGHTH: The holders of the capital stock of this
Corporation shall have no preemptive or preferential rights to subscribe
for, purchase or receive any part of any new or additional issues of any
stock or any bonds or other obligations of the Corporation convertible

<PAGE>

into stock whether now or hereafter authorized. The Board of Directors
of the Corporation may in its discretion from time to time grant rights
to stockholders to subscribe to or purchase additional shares or bonds
of the Corporation.  Stockholders shall have no right to cumulative
voting.

                  NINTH:            The Corporation is to have perpetual
existence.

                  TENTH: The Corporation reserves the right to take any
lawful action and to make up any amendment to these Articles of
Incorporation, including the right to make any amendment which changes
the terms of any shares of the capital stock of the Corporation of any
class now or hereafter authorized by classification, reclassification,
or otherwise, and to make any amendment authorizing any sale, lease,
exchange or transfer of the property and assets of the Corporation as an
entirety or substantially an entirety, with or without its goodwill and
franchise, if a majority of all the shares of the capital stock of the
Corporation at the time issued and outstanding and entitled to vote and
a majority of shares of each class of capital stock of the Corporation,
now or hereafter authorized, at the time issued and outstanding and
entitled to vote affected by such amendment, vote in favor of any such
action or amendment, and reserves the right to make any amendment of
these Articles of Incorporation in any form, manner or substance now or
hereafter authorized or permitted by law.

         IN WITNESS WHEREOF, First Investors Cash Management Fund, Inc.,
has caused these presents to be signed in its name and on its behalf by
its Vice President and attested by its Assistant Secretary on September
14, 1994.

                                       FIRST INVESTORS CASH MANAGEMENT
                                       FUND, INC.



ATTEST:                                /s/ C. Durso
                                           Concetta Durso, Vice President


/s/ Carol R. Lerner
    Carol R. Lerner,
    Assistant Secretary

<PAGE>

STATE OF NEW YORK     )
                      :  ss.:
COUNTY OF NEW YORK    )


                  I HEREBY CERTIFY that on the 14th day of September,
1994, before me the subscriber, a Notary Public of the State of New
York, personally appeared CONCETTA DURSO, Vice President of First
Investors Cash Management Fund, Inc., a Maryland corporation, and in the
name and on behalf of said corporation acknowledged the foregoing
Articles of Restatement to be the corporate act of said corporation and
further made oath in due form of law that the matters and facts set
forth in the said Articles of Restatement with respect to the approval
thereof are true to the best of his knowledge, information and belief.

         WITNESS, my hand and notarial seal, the day and year above
written.





                                              /s/Dale Kaplan
                                                 Notary Public

(SEAL)                                        Dale Kaplan
                                              Notary Public, State of New York
                                              No. 31-4504204
                                              Qualified in New York County
                                              Commission Expires August 31, 1995






                           ARTICLES SUPPLEMENTARY
                                    TO
                          ARTICLES OF INCORPORATION
                                    OF
                  FIRST INVESTORS CASH MANAGEMENT FUND, INC.

          First Investors Cash Management Fund, Inc. ("Company"), a Maryland 
corporation, having its principal office in Baltimore, Maryland, organized on 
July 17, 1978 hereby certifies to the State Department of Assessments and 
Taxation of Maryland that:

          FIRST: The Company is authorized to issue five billion (5,000,000,000)
shares of capital stock in such separate and distinct classes or series of 
shares as shall be determined from time to time by the Board of Directors of 
the Company. The Company presently offers one series of shares.

          SECOND: By action of the Board of Directors of the Company in 
accordance with the Company's charter, two billion five hundred million 
(2,500,000,000) shares of capital stock of the Company, including all 
currently issued and outstanding shares of capital stock of the Company, 
are hereby classified as Class A capital stock of the Company.

          THIRD: By action of the Board of Directors of the Company in 
accordance with the Company's charter, two billion five hundred million 
(2,500,000,000) shares of capital stock that the Company is authorized 
to issue are hereby classified as Class B capital stock of the Company.

          FOURTH: The Class A capital stock and Class B capital stock of the 
Company represents interests in the same investment portfolio of the Company. 
All shares of each particular class of the Company shall be equal to each 
other share of that class. Class A shares and Class B shares of the Company 
shall be subject to all provisions of Article V in the Company's Articles 
of Incorporation relating to stock of the Company generally and shall have 
the same preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of 
redemption, except as follows:

          (1) The Class B capital stock of the Company may convert into Class A
capital stock of the Company in the manner as determined by the Board of 
Directors;

                                 -1-

<PAGE>

          (2) Each class of the Company shall have separate exchange privileges 
as determined by the Board of Directors from time to time;

          (3) The Class B capital stock of the Company shall be subject to a 
contingent deferred sales charge and a Rule 12b-1 service and distribution fee 
as determined by the Board of Directors from time to time; and 

          (4) Unless otherwise expressly provided in the Articles of 
Incorporation, including any Articles Supplementary creating any class or series
of capital stock, on each matter submitted to a vote of stockholders of the 
Company, each holder of a share of capital stock of the Company shall be 
entitled to one vote for each share standing in such holders's name on the 
books of the Company, irrespective of the class or series thereof, and all 
shares of all classes and series shall vote together as a single class; 
provided, however, that

          (a) as to any matter with respect to which respect to which a 
separate vote of any class or series is required by the Investment Company
Act of 1940, as amended ("1940 Act"), or any rules, regulations or orders 
issued thereunder, or by the Maryland General Corporation Law, such requirement
as to a separate vote by that class or series shall apply in lieu of a general
vote of all classes and series as described above; and

          (b) as to any matter which in the judgment of the Board of Directors 
(which shall be conclusive) does not affect the interest of a particular class 
or series, such class or series shall not be entitled to any vote and only the 
holders of shares of the one or more affected classes and series shall be 
entitled to vote.

          FIFTH: The Company is registered with the Securities and Exchange 
Commission as an open-end investment company under the 1940 Act.

                                    -3-

<PAGE>

          IN WITNESS WHEREOF, First Investors Cash Management Fund, Inc., has 
caused these presents to be signed in its name and on its behalf by its 
Vice President and attested by its Assistant Secretary on October 20, 1994.

                                        FIRST INVESTORS CASH
                                        MANAGEMENT FUND, INC.

ATTEST:   
                                        (signature of Concetta Durso)
                                        Concetta Durso, Vice President

(signature of Carol R. Lerner)
Carol R. Lerner,
Assistant Secretary

STATE OF NEW YORK   )
                    :  ss.:
COUNTY OF NEW YORK  )

          I HEREBY CERTIFY that on the 20th day of October, 1994, before
me the subscriber, a Notary Public of the State of New York, personnally 
CONCETTA DURSO, Vice President of First Investors Cash Management Fund, Inc.,
a Maryland corporation, and in the name and on behalf of said corporation 
acknowledged the foregoing Articles Supplementary to be the corporate act of 
said corporation and further made oath in due form of law that the matters and 
facts set forth in the said Articles Supplementary with respect to  the 
approval therof are true to the best of his knowledge, information and belief.

          WITNESS, my hand and notarial seal, the day and year above written.

                                       (signature of Dale Kaplan)
                                          Notary Public

(SEAL)


                        AMENDED AND RESTATED BY-LAWS

                                     OF

                FIRST INVESTORS CASH MANAGEMENT FUND, INC.


                                 *******


                                 ARTICLE I

                                  OFFICES



              SECTION 1. The principal office of the Corporation shall be in the
City of Baltimore, State of Maryland. The Corporation may also have offices at
such other places both within and without the State of Maryland as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
                                  ARTICLE II
                                 STOCKHOLDERS

              SECTION 1. The annual meeting of stockholders shall be held on
such day during the month of April or on such other date and at such time and
place within or without the State of Maryland as may be fixed by the Board of
Directors for the purpose of electing directors and of transacting such other
business as may properly be brought before the meeting; provided, however, that
an annual meeting of stockholders shall not be required to be held in any year
in which none of the following is required, under the Investment Company Act


                                    - 1 -

<PAGE>



of 1940, to be acted on by the stockholders: election of
directors; approval of the investment advisory agreement;
ratification of independent public accountants or approval of
a distribution agreement.

              SECTION 2. Special meetings of the stockholders for any purpose or
purposes may be called by the Board of Directors or by the President, and must
be called at the written request of stockholders owning not less than
twenty-five percent of the stock then outstanding and entitled to vote. Special
meetings of the stockholders for the purpose of voting on the removal of one or
more directors must be called at the written request of stockholders owning not
less than ten percent of the stock then outstanding and entitled to vote. Any
such meeting shall be held at such time and such place within or without the
State of Maryland as may be stated in the call and notice.

              SECTION 3. Written or printed notice of every annual or special
meeting of stockholders, stating the time and place thereof and the general
nature of the business proposed to be transacted at any such meeting, shall be
delivered personally or mailed at least ten days previous thereto to each
stockholder of record entitled to vote at the meeting at his address as the same
appears on the books of the Corporation. Such further notice shall be given as
may be


                                    - 2 -

<PAGE>



required by law. Meetings may be held without notice if all of the stockholders
entitled to vote are present or represented at the meeting, or if notice is
waived in writing, either before or after the meeting, by those not present or
represented at the meeting. No notice of an adjourned meeting of stockholders
other than an announcement of the time and place thereof at the preceding
meeting shall be required.

              SECTION 4. At every meeting of stockholders the holders of record
of a majority of the outstanding shares of the stock of the Corporation entitled
to vote at the meeting, whether present in person or represented by proxy,
shall, except as otherwise provided by law, constitute a quorum. If at any
meeting there shall be no quorum, the holders of record, entitled to vote at the
meeting, of a majority of such shares so present or represented may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall have been obtained when any business may be
transacted which might have been transacted at the meeting as first convened had
there been a quorum.

              SECTION 5. Each stockholder entitled to vote at any meeting shall
(except as otherwise provided in the Articles of Incorporation) have one vote in
person or by proxy for each share of stock held by him. No share shall be
entitled


                                    - 3 -

<PAGE>



to vote if any installment payable thereon is overdue and unpaid. All elections
of directors shall be held and all questions, except as otherwise provided by
law or by the Articles of Incorporation or by these By-Laws shall be decided by
a majority of the votes cast by stockholders present or represented and entitled
to vote thereat in person or by proxy.

              SECTION 6. Meetings of the stockholders shall be presided over by
the Chairman of the Board, if he is not present, by the President or a Vice
President or in their absence, by a Chairman to be chosen at the meeting. The
Secretary of the Corporation, or, if he is not present, an Assistant Secretary
of the Corporation or, if neither is present, a secretary to be chosen at the
meeting shall act as secretary of the meeting.

              SECTION 7. The vote on the election of directors, and other
questions properly brought before any meeting, need not be by ballot except when
so demanded by a majority vote of the shares present in person or by proxy and
entitled to vote thereon, or when so ordered by the Chairman of such meeting.
The Chairman of each meeting at which directors are to be elected by ballot or
at which any question is to be voted on shall, at the request of any stockholder
present or represented by proxy at the meeting and entitled to vote at


                                    - 4 -

<PAGE>


such election or on such question, appoint two inspectors of election. No
director or candidate for the office of director shall be appointed as such
inspector. Inspectors shall first take and subscribe an oath or affirmation
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of their ability, and shall take charge
of the polls and after the balloting shall make a certificate of the result of
the vote taken.

              SECTION 8. The Board of Directors may close the stock transfer
books of the Corporation for a period not exceeding twenty days preceding the
date of any meeting of stockholders, or the date for the payment of any dividend
or the date for the allotment of rights, or the date when any change or
conversion or exchange of stock shall go into effect; or in lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date, not
exceeding ninety days and not less than ten days preceding the date of any
meeting of stockholders, and not exceeding forty days preceding the date for the
payment of any dividend or the date for the allotment of rights, or the date
when any change or conversion or exchange of stock shall go into effect, or a
date in connection with the obtaining of any consent, as a record date, for the
determination of the stockholders entitled to notice of, and to vote at any such
meeting and at


                                    - 5 -

<PAGE>



any adjournments thereof, or entitled to receive payment of any such dividend,
or to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of stock, or to give consent and in such
case such stockholders, and only such stockholders, as shall be stockholders of
record on the date so fixed, shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent as the case may be, notwithstanding any transfer of any
stock on the books of the corporation after any such record date fixed as
aforesaid.

                                ARTICLE III
                            BOARD OF DIRECTORS

              SECTION 1. The Board of Directors of the Corporation shall consist
of not less than three nor more than fifteen persons. The number of directors
(within the above limits) shall be determined by the Board of Directors from
time to time as it sees fit, by vote of a majority of the whole Board. Each
director shall hold office until such time as less than a majority of the
directors then holding office have been elected by the stockholders or upon the
occurrence of any of the conditions described under Section 16 of the


                                    - 6 -

<PAGE>



Investment Company Act of 1940, as amended. At such time, a meeting of the
stockholders shall be called for the purpose of electing the Board of Directors
and the terms of office of the directors then in office shall terminate upon the
election and qualification of such Board of Directors. Directors need not be
stockholders. A majority of the whole Board, but in no event less than three,
shall constitute a quorum for the transaction of business, but if at any meeting
of the Board there shall be less than a quorum present, a majority of the
directors present may adjourn the meeting from time to time, until a quorum
shall have been obtained where any business may be transacted which might have
been transacted at the meeting as first convened had there been a quorum. No
notice of an adjourned meeting of the directors other than an announcement of
the time and place thereof at the preceding meeting shall be required. The acts
of the majority of the directors present at any meeting at which there is a
quorum, shall, except as otherwise provided by law, by the Articles of
Incorporation or by the By-Laws, be the acts of the Board.

              SECTION 2. The Board of Directors, by a vote of a majority of the
whole Board, may elect directors to fill vacancies in the Board resulting from
an increase in the number of Directors or from any other cause. A director so
chosen shall hold office until the next meeting of


                                    - 7 -

<PAGE>



stockholders or their respective successors are elected and qualify, unless
sooner displaced pursuant to law or these By-Laws. The stockholders, at any
meeting called for the purpose, may, with or without cause, remove any director
by the affirmative vote of the holders of a majority of the votes entitled to be
cast and at any meeting called for that purpose, fill the vacancy in the Board
thus caused.

              SECTION 3. Meetings of the Board of Directors shall be held at
such place, within or without the State of Maryland, as may from time to time be
fixed by resolution of the Board as may be specified in the call of any meeting.
Regular meetings of the Board of Directors shall be held at such times as may
from time to time be fixed by resolution of the Board, and special meetings may
be held at any time upon the call of a majority of the persons constituting the
Board of Directors or by the President or the Secretary, by oral, telephonic,
telegraphic or written notice, duly served on or sent or mailed to each director
at least twenty-four hours before the meeting. The notice of any special meeting
shall specify the purposes thereof. Notice need not be given of regular meetings
of the Board held at times fixed by resolution of the Board. Meetings may be
held at any time without notice if all of the directors are present or if notice
is waived in writing, either before or after the meeting of those not present.


                                    - 8 -

<PAGE>




              SECTION 4. Meetings of the Board of Directors shall be presided
over by the Chairman of the Board or the President, or if neither of the above
is present, by a Chairman to be chosen at the meeting; and the Secretary or, if
he is not present, an Assistant Secretary, or if neither is present, a Secretary
to be chosen at the meeting shall act as Secretary of the Meeting.

              SECTION 5. Except as otherwise provided by law or in the Articles
of Incorporation, a director of the Corporation shall, not in the absence of
fraud, be disqualified by his office from dealing or contracting with the
Corporation either as a vendor, purchaser or otherwise, nor in the absence of
fraud shall any transaction or contract of the Corporation be void or voidable
or affected by reason of the fact that any director, or any firm of which any
director is a member, or any corporation of which any director is an officer,
director or stockholder, is in any way interested in such transaction or
contract; provided that at the meeting of the Board of Directors, authorizing or
confirming said contract or transaction, the existence of an interest of such
director, firm or corporation is disclosed or made known and there shall be
present a quorum of the Board of Directors, and such contract or transaction
shall be approved by a majority of such quorum, which majority shall consist of
directors not so interested or connected. Nor shall any


                                    - 9 -

<PAGE>



director be liable to account to the Corporation for any profit realized by him
or through any such transaction or contract of the Corporation ratified or
approved as aforesaid, by reason of the fact that he or any firm of which he is
a member, or any corporation of which he is an officer, director or stockholder,
was interested in such transaction or contract. Directors so interested may be
counted when present at meetings of the Board of Directors for purposes of
determining the existence of a quorum. Any contract, transaction or act of the
Corporation or of the Board of Directors (whether or not approved or ratified as
hereinabove provided) which shall be ratified by a majority in interest of a
quorum of the stockholders having voting power at any annual meeting or any
special meeting called for such purpose or approved in writing by a majority in
interest of the stockholders having voting power without a meeting shall, except
as otherwise provided by law, be valid and as binding as though ratified by
every stockholder of the Corporation.

              SECTION 6. The Board of Directors may, by resolution or
resolutions, passed by a majority of the whole Board, designate one or more of
the directors of the Corporation, which, to the extent permitted by law and
provided in said resolution or resolutions, shall have and may exercise the
powers of the Board over the business and affairs of the Corporation and may
have power to authorize the seal of the


                                    - 10 -

<PAGE>



Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. A majority of the members of
such committee may determine its action and fix the time and place of its
meetings unless the Board of Directors shall otherwise provide. The Board of
Directors shall have the power at any time to change the membership of, or to
fill vacancies in, or to dissolve any such committees.

              SECTION 7. The Board may, from time to time, elect one or more
persons to the position of Director Emeritus, which election need not be
submitted for stockholder approval. Such person(s) shall be non-voting honorary
directors who shall not be considered in determining whether a quorum exists,
shall have no right to vote and shall not be responsible for the actions of the
Board.

                                  ARTICLE IV
                                   OFFICERS

              SECTION 1.  The Board of Directors shall appoint a
President of the Corporation and a Secretary and a Treasurer,
and may appoint one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers and, from time to time,
any other officers and agents as it may deem proper.  The


                                    - 11 -

<PAGE>



President shall be selected from among the Directors. Any two of the
above-mentioned offices, except those of President and a Vice President, may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument be required by law or by
these By-Laws to be executed, acknowledged or verified by any two or more
officers.

              SECTION 2. The term of office of all officers shall be one year
until their respective successors are chosen; but any officer or agent chosen or
appointed by the Board of Directors may be removed, with or without cause, at
any time, by the affirmative vote of a majority of the members of the Board then
in office.

              SECTION 3. Subject to such limitations as the Board of Directors
may from time to time prescribe, the officers of the Corporation shall each have
such powers and duties as generally appertain to their respective offices, as
well as such powers and duties as from time to time may be conferred by the
Board of Directors. Any officer, agent, or employee of the Corporation may be
required by the Board of Directors to give bond for the faithful discharge of
his duties, in such sum and of such character as the Board may from time to time
prescribe.


                                    - 12 -

<PAGE>



                                   ARTICLE V
                            CERTIFICATES OF STOCK

              SECTION 1. The Board of Directors of the Corporation may authorize
the issuance of some or all of the shares of any or all of its classes or series
without certificates. In the event a certificate shall be issued, such
certificate shall present the number of shares of stock of such class or series
of the Corporation owned by the stockholder, which certificate or certificates
shall be in such form as the Board of Directors may from time to time prescribe
by a recording of each stockholder's interest on the records of the
Corporation's Transfer Agent. The certificates for shares of stock of the
Corporation shall bear the signature, either manual or facsimile, of the
President or a Vice President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, and shall be sealed with the seal of the
Corporation or bear a facsimile of such seal. The validity of any stock
certificate shall not be affected if any officer whose signature appears thereon
ceases to be an officer of the Corporation before such certificate is issued.

              SECTION 2. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person or
by a duly authorized attorney,


                                    - 13 -

<PAGE>



upon surrender for cancellation of a certificate or certificates for a like
number of shares, with a duly executed assignment and power of transfer endorsed
thereon or attached thereto, and with such proof of the authenticity of the
signatures as the Corporation or its agent may reasonably require.

              SECTION 3. No certificate for shares of stock of the Corporation
shall be issued in place of any certificate alleged to have been lost, stolen,
mutilated or destroyed, except upon production of such evidence of the loss,
theft, mutilation or destruction, and upon indemnification of the Corporation
and its agents to such extent and in such manner as the Board of Directors may
from time to time prescribe.

                                ARTICLE VI
                            CORPORATE BOOKS

              SECTION 1. The books of the Corporation, except the original or a
duplicate stock ledger, may be kept outside the State of Maryland at such place
or places as the Board of Directors may from time to time determine.

                                ARTICLE VII
                                SIGNATURES



                                    - 14 -

<PAGE>



              SECTION 1. Except as otherwise provided in these By-Laws or as the
Board of Directors may generally or in particular cases authorize the execution
thereof in some other manner, all deeds, leases, transfers, contracts, bonds,
notes, checks, drafts and other obligations made, accepted or endorsed by the
Corporation and all endorsements, assignments, transfers, stock powers or other
instruments of transfer of securities owned by or standing in the name of the
Corporation shall be signed or executed by two officers of the Corporation who
shall be the President or a Vice President and a Vice President, the Secretary
or the Treasurer.

              SECTION 2. The President of the Corporation or, in his absence or
disability or at his request, a Vice President of the Corporation may authorize
from time to time the signature and issuance of proxies to vote upon shares of
stock of other corporations owned by the Corporation unless otherwise provided
by the Board of Directors. All proxies for shares held in the name of the
Corporation shall be signed in the name of the Corporation by two officers of
the Corporation, who shall be the President or a Vice President and a Vice
President, the Secretary or the Treasurer.

                                ARTICLE VIII
                                 FISCAL YEAR


                                    - 15 -

<PAGE>




              SECTION 1. The fiscal year of the Corporation shall be the
calendar year or such other period as may be prescribed by the Board of
Directors.

                                   ARTICLE IX
                                 CORPORATE SEAL

              SECTION 1. The corporate seal of the Corporation shall consist of
a flat faced circular die with the word "Maryland" together with the name of the
Corporation, the year of its organization and such other appropriate legend as
the Board of Directors may from time to time determine, cut or engraved thereon.
In lieu of the corporate seal when so authorized by the Board of Directors or a
duly empowered committee thereof, a facsimile thereof may be impressed or
affixed or reproduced.

                                    ARTICLE X
                  INDEMNIFICATION OF OFFICERS AND DIRECTORS

              SECTION 1. Every person who is or was a director or officer of
this 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 to by reason of his being or having been a director or officer of the
Corporation, except in relation


                                    - 16 -

<PAGE>



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 any 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 and officer (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 those members of the Board of Directors of the Corporation 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 the costs, fees
and expenses which would have been incurred had such action, suit or proceeding
been litigated to a conclusion. Such a determination by the Board of Directors
or by independent counsel, and the payments of


                                    - 17 -

<PAGE>



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 right and indemnification shall not be
exclusive of any other rights to which any officer or director (or his heirs,
executors and administrators) may be entitled according to law.

                                  ARTICLE XI
                          INVESTMENT RESTRICTIONS

              SECTION 1. Notwithstanding any of the foregoing provisions, the
power of the Corporation to invest and reinvest its assets and to hold, sell,
exchange, pledge, mortgage, hypothecate or otherwise dispose of or turn to
account or realize upon and generally deal in securities and investments of
every kind or description or in and with its own credit, shall be expressly
limited as follows.

(a)           The Corporation shall not borrow money, except as a temporary
              measure to facilitate redemptions in an amount not to exceed
              one-third of the current value of its total assets less
              liabilities at the time the borrowing is made.

(b)           The Corporation shall not pledge assets, except that
              the Corporation may pledge not more than one-third of


                                    - 18 -

<PAGE>



              its total assets to secure borrowings made in
              accordance with paragraph (a) above.

(c)           The Corporation shall not purchase securities on
              margin.

(d)           The Corporation shall not make short sales of securities unless at
              all times while a short position is open the Corporation maintains
              a long position in the same security in an amount at least equal
              thereto.

(e)           The Corporation shall not write or purchase any put
              or call option.

(f)           The Corporation shall not make loans, except by
              purchase of debt obligations and through repurchase
              agreements.

(g)           The Corporation shall not 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 Corporation's total assets would
              be invested in the obligations of one or more issuers
              having their principal business activities in the
              same industry; provided, however, that the
              Corporation may invest more than 25% of its total
              assets in obligations of banks.

(h)           With respect to 75% of the Corporation's total
              assets, the Corporation shall not purchase the
              securities of any issuer (other than obligations
              issued or guaranteed by the U.S. Government, its
              agencies or instrumentalities) if, as a result, (1)
              more than 5% of the Corporation's total assets would
              be invested in the securities of that issuer, or (2)
              the Corporation would hold more than 10% of the
              outstanding voting securities of that issuer.

(i)           The Corporation shall not purchase the securities of
              other investment companies or investment trusts.

(j)           The Corporation shall not purchase the securities of
              a company if such a purchase, at the time thereof,
              would cause more than 5% of the value of the
              Corporation's total assets to be invested in
              securities of companies, which, including
              predecessors, have a record of less than three years'
              continuous operation.


                                    - 19 -

<PAGE>




(k)           The Corporation shall not purchase or retain the
              securities of any issuer, any of whose officers,
              directors, or security holders is a trustee,
              director, or officer of the Corporation or of its
              investment adviser, if or so long as the trustees,
              directors, and officers of the Corporation and its
              investment adviser together own beneficially more
              than 5% of any class of securities of such issuer.

(l)           The Corporation shall not underwrite securities
              issued by other persons.

(m)           The Corporation shall not invest in companies for the
              purpose of exercising control or management.

(n)           The Corporation shall not buy or sell real estate, commodities, or
              commodity contracts or interests in oil, gas or mineral
              explorations.


              SECTION 2. The Corporation shall not purchase or sell any
securities (other then the capital stock of the Corporation) from or to any of
the following acting as principals, and shall not make any loan to (i) officers
or directors of the Corporation, (ii) any partnership of which any officer or
director of the Corporation is a member, (iii) any corporation or association of
which any officer or director of the Corporation is an officer, director or
trustee, except as permitted by applicable law or regulation; (iv) any person or
organization furnishing advisory or supervisory services to the Corporation, (v)
any officer, director, partner or trustee of, or person owning of record 10% or
more of the stock of, any person or organization furnishing such advisory or
supervisory services, (vi) any partnership of which any officer, director,
partner or trustee of, or person owning of record 10% or more of the


                                    - 20 -

<PAGE>



stock of, any person or organization furnishing such advisory or supervisory
services, is a member, or (vii) any corporation or association of which any
officer, director, partner or trustee of or person owning of record 10% or more
of the stock of, any person or organization furnishing such advisory or
supervisory services, is an officer or director or trustee; provided, however,
that nothing contained in (iii) or (vii) shall prevent the purchase of
additional securities from any corporation or association referred to in such
clauses upon the exercise of rights issued to the Corporation as a part of a
general offering to the holders of securities of such corporation or
association.

              SECTION 3. The Corporation may enter into advisory or supervisory
contracts and other contracts with, and may otherwise do business with, First
Investors Management Company, Inc. and First Investors Corporation,
notwithstanding that the Board of Directors of the Corporation may be composed
in part of directors, officers or employees of said corporations and officers of
the Corporation may have been or may be or become directors, officers or
employees of said corporations, and notwithstanding that First Investors
Management Company, Inc. may act as investment advisor to other investment
companies investing in securities similar or identical with those owned by the
Corporation and may at or about the same time


                                    - 21 -

<PAGE>



recommend, purchase or sell the same securities to the Corporation and such
other investment companies, and in the absence of fraud the Corporation and said
corporations may deal freely with each other, and neither such advisory or
supervisory contract nor any other contract or transaction between the
Corporation and said corporations shall be invalidated or in any manner affected
thereby, nor shall any director or officer of the Corporation be liable to the
Corporation or any stockholder or creditor thereof or to any other person for
any loss incurred by it or him by reason of any such contract or transaction;
provided that nothing herein shall protect any director or officer of the
Corporation against any liability he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office; and provided always that such
contracts or transactions shall have been on terms that were not unfair at the
time at which it was entered into.

                                ARTICLE XII
                           ADDITIONAL PROVISIONS

              SECTION 1. The books of account of the Corporation shall be
examined by an independent firm of public accountants, selected as required by
law, at the close of each fiscal year of the Corporation and at such other
times,


                                    - 22 -

<PAGE>



if any, as may be directed by the Board of Directors of the Corporation. A
report to the shareholders based upon each such examination shall be mailed to
each shareholder of the Corporation, of record on such date with respect to each
report as may be determined by the Board of Directors, at his address as the
same appears on the books of the Corporation. Each such report shall show the
assets and liabilities of the Corporation as of the close of the period covered
by the report, its income and expenses, the net asset value of its outstanding
shares, the securities in which the funds of the Corporation were invested and
such other matters as the Board of Directors shall determine.

                                ARTICLE XIII
                                 AMENDMENTS

              SECTION 1. The By-Laws of the Corporation may be amended, added
to, rescinded or repealed at any meeting of the shareholders, or by a majority
vote of the directors then in office at any meeting of the Board of Directors,
provided notice of the substance of the proposed change is contained in the
notice of the meeting or any waiver thereof; except that after the initial issue
of any shares of capital stock of the Corporation, the provisions of Section 1
of Article XI hereof and this Article XIII, may be altered, amended or repealed
only upon the affirmative vote of the lesser of (i)


                                    - 23 -

<PAGE>


more than fifty percent (50%) of the outstanding shares of the capital stock of
the Corporation, or (ii) sixty-seven percent (67%) or more of the shares of
capital stock present at a meeting if more than fifty percent (50%) of the
outstanding shares of capital stock of the Corporation are represented at the
meeting in person or by proxy.



                                    - 24 -

<PAGE>




                      FIRST INVESTORS CASH MANAGEMENT FUND, INC.
                             INVESTMENT ADVISORY AGREEMENT

      This Agreement is made as of June 13, 1994, by and between FIRST INVESTORS
CASH MANAGEMENT FUND, INC., a Maryland corporation ("Company"), and FIRST
INVESTORS MANAGEMENT COMPANY INC., a New York corporation ("Manager").

      WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management investment
company consisting of one or more separate series of shares ("Series"), each
having its own assets and investment policies; and

      WHEREAS, the Manager is an investment adviser under the
Investment Advisers Act of 1940, as amended; and

      WHEREAS, the Company desires to retain the Manager as investment adviser
to furnish investment advisory and portfolio management services to each Series
of the Company as now exists and to each such other Series of the Company
hereinafter established as agreed to from time to time by the parties hereto
(hereinafter, "Series" shall refer to each Series of the Company which is
subject to this Agreement), and the Manager is willing to furnish such services.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

      1. APPOINTMENT. The Company hereby appoints the Manager as investment
adviser of the Company and each Series listed on Schedule A of this Agreement
(as such Schedule may be amended from time to time) for the period and on the
terms set forth in this Agreement. The Manager accepts such appointment and
agrees to render the services herein set forth for compensation as set forth on
Schedule A. In the performance of its duties, the Manager will act in the best
interests of the Company and the Series and will comply with (a) applicable laws
and regulations, including, but not limited to, the 1940 Act, (b) the terms of
this Agreement, (c) the Company's Articles of Incorporation, By-Laws and
currently effective registration statement under the Securities Act of 1933, as
amended, and the 1940 Act, and any amendments thereto, (d) relevant undertakings
to state securities regulators which also have been provided to the Manager, (e)
the stated investment objective(s), policies and restrictions of each applicable
Series, and (f) such other guidelines as the Company's Board of Directors
("Board") reasonably may establish.

      2.   DUTIES OF THE MANAGER.

           (a)        INVESTMENT PROGRAM. Subject to supervision by the
Board, the Manager will provide a continuous investment program for
each Series and shall determine what securities and other investments will be
purchased, retained or sold by each Series.


                                               1

<PAGE>



The Manager will exercise full discretion and act for each Series in the same
manner and with the same force and effect as such Series itself might or could
do with respect to purchases, sales, or other transactions, as well as with
respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.

           (b) OTHER MANAGEMENT SERVICES. The Manager agrees to conduct the
business and details of the operation of the Series as shall be agreed to from
time to time by the parties hereto; provided, however, that the Manager shall
not act as custodian for Series assets. The Manager also agrees, at its own
cost, to provide the Series with certain executive, administrative and clerical
personnel and to provide the Series with office facilities and supplies.

           (c) EXECUTION OF TRANSACTIONS. The Manager will place orders pursuant
to its investment determinations for each Series either directly with the issuer
or through any brokers or dealers. In the selection of brokers or dealers and
the placement of orders for the purchase and sale of portfolio investments for
each Series, the Manager shall use its best efforts to obtain for each Series
the most favorable price and execution available, except to the extent that it
may be permitted to pay higher brokerage commissions for brokerage or research
services as described below. In using its best efforts to obtain the most
favorable price and execution available, the Manager, bearing in mind each
Series' best interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of the transaction,
the nature of the market for the security, the amount of the commission, the
timing of the transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or dealer involved
and the quality of service rendered by the broker or dealer in other
transactions. Subject to such policies as the Board may determine, the Manager
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of its having caused a
Series to pay a broker that provides brokerage or research services to the
Manager an amount of commission for effecting a portfolio investment transaction
in excess of the amount of commission another broker would have charged for
effecting that transaction if the Manager determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage or
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Manager's overall responsibilities with
respect to such Series and to other clients of the Manager as to which the
Manager exercises investment discretion.

           (d) REPORTS TO THE BOARD. Upon request, the Manager will provide the
Board with economic and investment analyses and reports and make available to
the Board any economic, statistical and investment services normally available
to institutional or other customers of the Manager.


                                               2

<PAGE>



           (e) DELEGATION OF AUTHORITY. Any of the foregoing duties specified in
this paragraph 2 with respect to one or more Series may be delegated by the
Manager, at the Manager's expense, to an appropriate party, subject to such
approval by the Board and shareholders of the applicable Series as may be
required by the 1940 Act. The Manager shall oversee the performance of delegated
duties by any such other party and shall furnish the Board with periodic reports
concerning the performance of delegated responsibilities by such party.

      3. SERVICES NOT EXCLUSIVE. The services furnished by the Manager hereunder
are not to be deemed exclusive and the Manager shall be free to furnish similar
services to others so long as its services under this Agreement are not impaired
thereby. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Manager, who may also be a Director,
officer or employee of the Company, to engage in any other business or to devote
his or her time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature.

      4. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Manager hereby agrees that all records which it
maintains for the Company are the property of the Company and further agrees to
surrender promptly to the Company any of such records upon the Company's
request. The Manager further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.

      5.  EXPENSES.

           (a) EXPENSES OF THE COMPANY. During the term of this Agreement, each
Series will bear all expenses not specifically assumed by the Manager incurred
in its operations and the offering of its shares. Expenses borne by each Series
will include, but not be limited to, the following (or each Series'
proportionate share of the following): brokerage commissions relating to
securities purchased or sold by the Series or any losses incurred in connection
therewith; fees payable to and expenses incurred on behalf of the Series by the
Manager; expenses of organizing the Series; filing fees and expenses relating to
the registration and qualification of the Series' shares under federal or state
securities laws and maintaining such registrations and qualifications;
distribution fees; fees and salaries payable to the members of the Board and
officers who are not officers or employees of the Manager; taxes (including any
income or franchise taxes) and governmental fees; costs of any liability,
uncollectible items of deposit and other insurance or fidelity bonds; any costs,
expenses or losses arising out of any liability of or claim for damage or other
relief asserted against the Company or Series for violation of any law; legal,
accounting and auditing expenses, including legal fees of special counsel for
the independent directors; charges of custodians, transfer agents and other
agents; costs of


                                               3

<PAGE>



preparing share certificates; expenses of setting in type and printing
prospectuses and supplements thereto for existing shareholders, reports and
statements to shareholders and proxy materials; any extraordinary expenses
(including fees and disbursements of counsel) incurred by the Company or Series;
and fees and other expenses incurred in connection with membership in investment
company organizations.

           (b) FEE WAIVERS AND REIMBURSEMENTS. If the expenses borne by a Series
in any fiscal year exceed the applicable expense limitations imposed by the
securities regulations of any state in which shares are registered or qualified
for sale to the public, the Manager will waive its fee or reimburse such Series
for any excess up to the amount of the fee payable to it during that fiscal year
pursuant to paragraph 6 hereof.

      6. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement with respect to each Series, the Company will pay the
Manager, effective from the date of this Agreement, a fee which is computed
daily and paid monthly from each Series' assets at the annual rates as
percentages of that Series' average daily net assets as set forth in the
attached Schedule A, which Schedule can be modified from time to time to reflect
changes in annual rates or the addition or deletion of a Series from the terms
of this Agreement, subject to appropriate approvals required by the 1940 Act. If
this Agreement becomes effective or terminates with respect to any Series before
the end of any month, the fee for the period from the effective date to the end
of the month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion that such period
bears to the full month in which such effectiveness or termination occurs.

      7. LIMITATION OF LIABILITY OF THE MANAGER. 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.

      8.  DURATION AND TERMINATION.

           (a) EFFECTIVENESS. This Agreement shall become effective upon the
date hereinabove written, provided that, with respect to a Series, this
Agreement shall not take effect unless it has first been approved (i) by a vote
of a majority of those members of the


                                               4

<PAGE>



Board who are not parties to this Agreement or interested persons of any such
party ("Independent Board Members") cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by an affirmative vote of a
majority of the outstanding voting securities of such Series.

           (b) RENEWAL. Unless sooner terminated as provided herein, this
Agreement shall continue in effect for two years from the above written date.
Thereafter, if not terminated, this Agreement shall continue automatically for
successive periods of twelve months each, provided that such continuance is
specifically approved at least annually (i) by a vote of a majority of the
Independent Board Members cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Board or, with respect to any given
Series, by an affirmative vote of a majority of the outstanding voting
securities of such Series.

           (c) TERMINATION. Notwithstanding the foregoing, with respect to any
Series, this Agreement may be terminated at any time by vote of the Board or by
vote of a majority of the outstanding voting securities of such Series on 60
days' written notice delivered or mailed by registered mail, postage prepaid, to
the Manager. The Manager may at any time terminate this Agreement on 60 days'
written notice delivered or mailed by registered mail, postage prepaid, to the
Company. This Agreement automatically and immediately will terminate in the
event of its assignment. Termination of this Agreement pursuant to this
paragraph 8 shall be without the payment of any penalty. Termination of this
Agreement with respect to a given Series shall not affect the continued validity
of this Agreement or the performance thereunder with respect to any other
Series.

      9. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no material amendment of this Agreement
as to a given Series shall be effective until approved by vote of the holders of
a majority of the outstanding voting securities of such Series.

      10. NAME OF COMPANY. The Company or any Series may use the name "First
Investors" only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect, including any similar agreement with any
organization which shall have succeeded to the business of the Manager. At such
time as such an agreement shall no longer be in effect, the Company and each
Series will (to the extent that it lawfully can) cease to use any name derived
from First Investors Management Company, Inc. or any successor organization.

      11.       GOVERNING LAW.             This Agreement shall be construed in
accordance with the laws of the State of New York, without giving
effect to the conflicts of laws principles thereof, and in
accordance with the 1940 Act.  To the extent that the applicable


                                               5

<PAGE>



laws of the State of New York conflict with the applicable provisions of the
1940 Act, the latter shall control.

      12.       DEFINITIONS.  As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested
person," and "assignment" shall have the same meanings as such
terms have in the 1940 Act.

      13. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors.

      14.  MISCELLANEOUS.  The captions in this Agreement are included
for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction
or effect.

      IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.



                                           FIRST INVESTORS CASH MANAGEMENT
Attest:                                    FUND, INC.



By:     /s/C. Durso                        By:     /s/Glenn O. Head
        C. Durso, Secretary                        Glenn O. Head, President


                                           FIRST INVESTORS MANAGEMENT
Attest:                                    COMPANY, INC.



By:     /s/Carol R. Lerner                 By:     /s/Kathryn S. Head
        Carol R. Lerner,                           Kathryn S. Head, President
        Secretary



                                               6

<PAGE>


                        FIRST INVESTORS CASH MANAGEMENT FUND, INC.
                               INVESTMENT ADVISORY AGREEMENT

                                         SCHEDULE A


        Compensation pursuant to Paragraph 6 of this First Investors Cash
Management Fund, Inc. Investment Advisory Agreement shall be calculated in
accordance with the following schedule:


                                                        Advisory Fee as %
                  Average Daily                         of Average Daily
                   Net Assets                             Net Assets
                   All Assets                               0.50%



Dated:            June 13, 1994


                                               7

<PAGE>




                               UNDERWRITING AGREEMENT

                                       BETWEEN

                    FIRST INVESTORS CASH MANAGEMENT FUND, INC.

                                         AND

                            FIRST INVESTORS CORPORATION


         This AGREEMENT entered into the 17th day of March, 1994, by and between
FIRST INVESTORS CASH MANAGEMENT FUND, INC., a Maryland corporation, with an
office located at 95 Wall Street, New York, New York 10005 (the "Fund"), and
FIRST INVESTORS CORPORATION, a New York corporation with its principal office
located at 95 Wall Street, New York, New York 10005 (the "Underwriter").

         In consideration of the mutual covenants and agreements of the parties
hereto, the parties mutually covenant and agree with each other as follows:

         1. APPOINTMENT. The Fund hereby appoints the Underwriter as agent of
the Fund to effect the sale and public distribution of shares of each series and
each class of common stock of the Fund as now exists or is hereafter established
("Shares"). This appointment is made by the Fund and accepted by the Underwriter
upon the understanding that (a) upon the request of the Underwriter, the Fund
will prepare, execute and file such applications for registration and
qualification of the Shares as are required by federal and state law in such
amounts as the Underwriter reasonably may determine, (b) the distribution of the
Shares to the public be effected by the Underwriter or through various
securities dealers, and (c) the distribution of the Shares shall be done in such
manner that the Fund shall be under no responsibility or liability to any person
whatsoever on account of the acts and statements of any such person or their
agents or employees. The Underwriter shall have the sole right to select the
security dealers to whom the Shares will be offered by it and, subject to
express provisions of this Agreement, the Articles of Incorporation, By-Laws and
the Fund's then current Registration Statement to determine the terms and prices
in any contract for the sale of Shares to any dealer made by it as such agent
for the Fund.

         2. UNDERWRITER AS EXCLUSIVE AGENT. The Underwriter shall be the
exclusive agent for the Fund for the sale of the Shares and the Fund agrees that
it will not sell any Shares to any person except to fill orders for the Shares
received through the Underwriter, provided, however, that the foregoing
exclusive right shall not apply to: (a) Shares issued or sold in connection with
the merger or consolidation of any other investment company with the Fund or the
acquisition by purchase or otherwise of all or substantially all the outstanding
shares of any such company by the Fund, (b) Shares which may be offered by the
Fund to its shareholders for reinvestment of cash distributed from capital gains
or net investment income of the Fund, or such gains or income paid in the


<PAGE>



form of Shares, or (c) Shares which may be issued to shareholders of other
investment companies who exercise the exchange privilege set forth in the Fund's
then current Registration Statement.

         3. SALES TO DEALERS. The Underwriter shall have the right to sell the
Shares to dealers, as needed (making reasonable allowance for clerical errors
and errors of transmission), but not more than the Shares needed to fill
unconditional orders for Shares placed with the Underwriter by dealers. In every
case the Fund shall receive the net asset value for the Shares sold, determined
as provided in Paragraph 4 hereof. The Underwriter shall notify the Fund at the
close of each business day of the number of Shares sold during each day.

         4. DETERMINATION OF NET ASSET VALUE. The net asset value of each series
or class of Shares shall be determined by the Fund or the Fund's custodian, or
such officer or officers or other persons as the Board of Directors of the Fund
may designate. The determinations shall be made once a day on each day that the
New York Stock Exchange is open for a full business day and in accordance with
the method set forth in the Fund's then current Registration Statement.

         5.       PUBLIC OFFERING PRICE.  The Fund shall seek to maintain
a net asset value for each series or class of Shares of $1.00,
which will constitute the public offering price.

         6.        REPURCHASE AND REDEMPTION OF SHARES.

         (a) The Fund appoints and designates the Underwriter as agent of the
Fund, and the Underwriter accepts such appointment as such agent, to redeem or
repurchase for retirement the Shares in accordance with the provisions of the
Articles of Incorporation and By-Laws of the Fund.

         (b) In connection with such redemptions or repurchases the Fund
authorizes and designates the Underwriter to take any action and to make any
arrangements for the payment of the redemption or repurchase price authorized or
permitted to be taken or made as set forth in the By-Laws and the Fund's then
current Registration Statement.

         (c) The authority of the Underwriter under this Paragraph 6 may, with
the consent of the Fund, be re-delegated in whole or in part to another person
or firm.

         (d) To the extent permitted by law and applicable regulations, The
authority granted in this Paragraph 6 may be suspended by the Fund at any time
or from time to time until further notice to the Underwriter.

         7.       ALLOCATION OF EXPENSES.  The Underwriter (or one of its
non-investment company affiliates) shall bear all fees and expenses
incident to the registration and qualification of the Shares, the

                                    - 2 -

<PAGE>



cost of preparing and disseminating sales material or literature, as well as the
costs of preparing and disseminating prospectuses, proxy material and
shareholder reports used in connection with the sale of the Shares except, as
discussed below, to the extent that such materials are being sent to existing
shareholders or the Fund has agreed to bear the cost of such expenses under a
Plan (as defined in Paragraph 8 hereof). The Fund shall bear all expenses
related to communications with its existing shareholders, including the costs of
preparing, printing and mailing prospectuses, statements of additional
information, proxy materials and other materials sent to such shareholders.

         8. COMPENSATION. The Underwriter shall receive no compensation from the
Fund for providing services under this Agreement, provided that the Underwriter
may receive from the Fund a distribution fee at the rate and under the terms and
conditions of a plan or plans of distribution (collectively and singularly,
"Plan") presently existing or hereafter adopted by the Fund with respect to any
series or class of Shares, as such Plan is in effect from time to time, and
subject to any further limitations on such fee as the Board of Directors may
impose. The Underwriter may, from time to time, enter into Selected
Administrative Agreements with security dealers and other qualified entities
selected by it and may make assistance payments to such dealers in such amounts
as it deems appropriate provided that such payments are permitted by a Plan.

         9. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective
upon the date hereabove written, provided that, with respect to any series or
class of Shares created after the date of this Agreement, this Agreement shall
not take effect unless such action has first been approved by vote of a majority
of the Board of Directors and by vote of a majority of those directors of the
Fund who are not interested persons of the Fund and have no direct or indirect
financial interest in the operation of a Plan or in any agreements related
thereto (all such directors collectively being referred to herein as the
"Independent Directors"), cast in person at a meeting called for the purpose of
voting on such action.

         10. TERMINATION OF AGREEMENT. This Agreement shall continue in effect
for a period of more than one year from its effective date only as long as such
continuance is approved, at least annually, by the Board of Directors of the
Fund, including a majority of the Independent Directors, voting in person at a
meeting called for the purpose of voting on such approval. This Agreement may be
terminated by either party hereto upon thirty (30) days' written notice to the
other party. This Agreement shall automatically terminate in the event of its
assignment by the Underwriter unless the Securities and Exchange Commission
("SEC") has issued an order exempting the Fund and the Underwriter from the
provisions of the Investment Company Act of 1940, as amended (the "1940 Act"),
which would otherwise have effected the termination of this Agreement.


                                     - 3 -

<PAGE>



         11.      AMENDMENTS.  No amendment to this Agreement shall be
executed or become effective unless its terms have been approved:
(a) by a majority of the directors of the Fund, or (b) by the vote
of a majority of the outstanding voting securities of the Fund and,
in either case, by a vote of a majority of the Independent
Directors.

         12. LIMITATION OF LIABILITY. The Underwriter agrees to use its best
efforts in effecting the sale and public distribution of the Shares through
dealers and in performing its duties in redeeming and repurchasing the Shares,
but nothing contained in this Agreement shall make the Underwriter or any of its
officers, 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 contained herein 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, 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 it may have under the Securities Act of 1933, as
amended ("1933 Act"), or the 1940 Act.

         13. DEFINITIONS. The terms "assignment," "interested person," and
"majority of the outstanding voting securities" shall have the meanings given to
them by Section 2(a) of the 1940 Act, subject to such exemptions as may be
granted by the SEC by any rule, regulation or order. Additionally, the term
"Registration Statement" shall mean the registration statement most recently
filed by the Fund with the SEC and effective under the 1940 Act and 1933 Act, as
such Registration Statement is amended from time to time, and the terms
"Prospectus" and "Statement of Additional Information" shall mean, respectively,
the form of prospectus(es) and statement(s) of additional information with
respect to the Fund filed by it as part of the Registration Statement.

         14. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York, without giving effect to the conflicts of
laws principles thereof, and in accordance with the 1940 Act. To the extent that
the applicable laws of the State of New York conflict with the applicable
provisions of the 1940 Act, the latter shall control.

         15.      SEVERABILITY.  If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby.  This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.

         16.      MISCELLANEOUS.  The captions in this Agreement are
included for convenience of reference only and in no way define or

                               - 4 -

<PAGE>


delimit any of the provisions hereof or otherwise affect their
construction or effect.

                  IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.


                                             FIRST INVESTORS CASH MANAGEMENT
                                             FUND, INC.



                                             By:  /s/Glenn O. Head
                                                  Glenn O. Head
                                                  President


ATTEST:



/s/C. Durso
   Concetta Durso
   Secretary
                                             FIRST INVESTORS CORPORATION



                                             By:      /s/Michael S. Miller
                                                      Michael S. Miller
                                                      Chief Executive Officer
ATTEST:



/s/Carol R. Lerner
   Carol R. Lerner
   Assistant Secretary


                                                       - 5 -

<PAGE>




                               CUSTODIAN AGREEMENT
                                     BETWEEN
                              IRVING TRUST COMPANY
                                       AND
                   FIRST INVESTORS CASH MANAGEMENT FUND, INC.


         CUSTODIAN AGREEMENT, made this 26th day of May 1982, between FIRST
INVESTORS CASH MANAGEMENT FUND, INC., a corporation organized and existing under
the laws of the State of Maryland, having its office and place of business at
120 Wall Street, New York, New York 10005 (hereinafter called the "Fund") and
Irving Trust Company, a banking corporation organized and existing under the
laws of the State of New York, having its principal office and place of business
at One Wall Street, New York, New York 10015 (hereinafter called the
"Custodian").

                                   WITNESSETH:

         That for and in consideration of the mutual promises hereinafter set
forth the Fund and the Custodian agree as follows:

                                        I

                            APPOINTMENT OF CUSTODIAN

         1. The Fund hereby constitutes and appoints the Custodian as custodian
of all the securities and monies at any time owned by the Fund during the period
of this Agreement.

         2. The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.

                                        II

                         CUSTODY OF CASH AND SECURITIES

         1. The Fund will deliver or cause to be delivered to the Custodian all
securities and all monies owned by it, including cash received for the issuance
of its shares, at any time during the period of this Agreement. The Custodian
will not be responsible for such securities and such monies until actually
received by it.

         2. The Custodian shall credit to a separate account in the name of the
Fund all monies received by it for the account of the Fund, and shall disburse
the same only:

                  (a)  In payment for securities purchased, as provided in
Article III hereof;

                  (b)  In payment of dividends or distributions as provided
in Article V hereof;

                                       1

<PAGE>



                  (c)  In payment of original issue or other taxes, as
provided in Article VI hereof;

                  (d)  In payment for capital stock of the Fund redeemed by
it, as provided in Article VI hereof;

                  (e) Pursuant to an officers certificate, or with respect to
money market securities, as defined in Article IX, the oral instructions of an
authorized person, as defined in Article IX, setting forth the name and address
of the person to whom payment is to be made, the amount to be paid, and the
corporate purpose for which payment is to be made; and

                  (f) In payment of the fees and in reimbursement of the
expenses and liabilities of the Custodian, as provided in Article VII hereof.

         3. The Custodian shall provide the Fund promptly after the close of
business on each day with a statement summarizing all transactions and entries
for the account of the Fund during said day, and it shall, at least monthly and
from time to time, at the reasonable request of the Fund, render a detailed
statement of the securities and monies held for the Fund under this Agreement.

         4. All securities held for the Fund, which are issued or issuable only
in bearer form, shall be held by the Custodian in that form; all other
securities held for the Fund may be registered in the name of the Fund or in the
name of any duly appointed and registered nominee of the Custodian, as the
Custodian may from time to time determine. The Fund agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to hold or deliver in
proper form for transfer, or to register in the name of its registered nominee,
any securities which it may held for the account of the Fund and which may from
time to time be registered in the name of the Fund. The Custodian shall hold all
securities in a separate account in the name of the Fund physically segregated
at all times from those of any person or persons. Notwithstanding the foregoing,
to the extent authorized by the Board of Directors of the Fund, the Custodian
may deposit securities in a clearing agency or the book entry system of the
Federal Reserve Banks, as provided in Rule 17f-4 of the Investment Company Act
of 1940, as amended, and securities deposited in such agency may be registered
in the name of such agency or its nominee.

         5. Unless otherwise instructed to the contrary by an officers
certificate, the Custodian shall, with respect to all securities held for the
Fund:

                  (a)  Collect all income due or payable;


                                        2

<PAGE>



                  (b) Present for payment and collect the amount payable upon
all securities which may mature or be called, redeemed, or retired, or otherwise
become payable;

                  (c)  Surrender securities in temporary form for
definitive securities;

                  (d) Execute, as custodian, any necessary declarations or
certificates of ownership under the Federal Income Tax laws or the laws or
regulations of any other taxing authority now or hereafter in effect; and

                  (e) Hold for the account of the Fund all stock dividends,
rights and similar securities issued with respect to any securities held by it
hereunder.

         6.  Upon receipt of an officers certificate and not otherwise,
the Custodian shall:

                  (a) Execute and deliver to such persons as may be designated
in such officers certificate, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any securities may be
exercised;

                  (b) Deliver any securities held for the Fund in exchange for
other securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation or the exercise of any conversion privilege;

                  (c) Deliver any securities held for the Fund to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale of
assets of any corporation, and receive and hold under the terms of this
Agreement, such certificates of deposit, interim receipts or other instruments
or documents as may be issued to it to evidence such delivery;

                  (d) Make such transfers or exchanges of the assets of the
Fund, and take such other steps, as shall be stated in said an officers
certificate to be for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or recapitalization of the
Fund; and

                  (e)  Take such other action as may be authorized in such
officers certificate.

                                       III

                   PURCHASE AND SALE OF INVESTMENTS OF THE FUND


                                        3

<PAGE>



         1. Promptly after each purchase of securities by the Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of securities
which are not money market securities an officers certificate and (ii) with
respect to each purchase of money market securities such an officers certificate
or oral instructions from an authorized person, specifying with respect to each
such purchase: (a) the name of the issuer and the title of the securities, (b)
the number of shares or the principal amount purchased, and accrued interest, if
any, (c) the date of purchase and settlement, (d) the purchase price per unit,
(e) the total amount payable upon such purchase, (f) the name of the person from
whom or the broker through whom the purchase was made and (g) such other
information as shall be necessary for the issuance by the Custodian or a
depository of escrow receipts relating to options purchased by the Fund, if the
issuance of escrow receipts is requested by the officers certificate. The
Custodian shall receive all securities purchased by or for the Fund from the
persons through or from whom the same were purchased, and shall pay out the
monies held for the account of the Fund, the total amount payable upon such
purchase as set forth in such officers certificate or such oral instruments, as
the case may be, provided that the same conforms to the total amount payable as
set forth on such officers certificate or in such oral instructions. The
Custodian may make payment in such forms as shall be satisfactory to it and may
accept securities in accordance with the customs prevailing among dealers.

         2. Promptly after each sale of securities by the Fund, the Fund shall
deliver to the Custodian, (i) with respect to each sale of securities which are
not money market securities an officers certificate and (ii) with respect to
each sale of money market securities such an officers certificate or oral
instructions from an authorized person specifying with respect to each such
sale: (a) the name of the issuer and the title of the securities, (b) the number
of shares or principal amount sold, and accrued interest, if any, (c) the date
of sale, (d) the sale price per unit, (e) the total amount payable to the Fund
upon such sale and (f) the name of the broker through whom or the person to whom
the sale was made. The Custodian shall deliver the securities thus designated to
the broker or other person named in such officers certificate upon receipt of
the total amount payable to the Fund as set forth in such officers certificate
or such oral instructions as the case may be, with respect to such sale. The
Custodian may accept payment in such form as shall be satisfactory to it, and
may deliver securities and arrange for payment in accordance with the customs
prevailing among dealers in securities.


                                     IV

                   LOAN OF PORTFOLIO SECURITIES OF THE FUND


                                      4

<PAGE>



         1. Where the Fund is permitted to lend its portfolio securities and
wishes to lend its portfolio securities, the Fund shall deliver to the Custodian
an officers certificate specifying with respect to each such loan: (a) the name
of the issuer and the title of the securities, (b) the number of shares or the
principal amount loaned, (c) the date of the loan and delivery, (d) the total
amount to be delivered to the Custodian against the loan of the securities
including the amount of cash collateral and the premium, if any, separately
identified and (e) the name of the broker to whom the loan was made. The
Custodian shall deliver the securities thus designated to the broker to whom the
loan was made upon receipt of the total amount designated as to be delivered
against the loan of securities. The Custodian may accept payment only in the
form of immediately available funds or a certified or bank cashier's check
payable to the order of the Fund or the Custodian drawn on New York Clearing
House funds and may deliver securities in accordance with the customs prevailing
among dealers in securities.

         2. Promptly after each termination of the loan of securities by the
Fund, the Fund shall deliver to the Custodian an officers certificate specifying
with respect to each such loan termination and return of securities: (a) the
name of the issuer and the title of the securities to be returned, (b) the
number of shares or the principal amount to be returned, (c) the date of
termination, (d) the total amount to be delivered by the Custodian (including
the cash collateral for such securities minus any offsetting credits as
described in said officers certificate) and (e) the name of the broker from whom
the securities will be returned. The Custodian shall receive all securities
returned from the broker to whom such securities were loaned and upon receipt
thereof shall pay, out of the monies held for the account of the Fund, the total
amount payable upon such return of securities as set forth in the officers
certificate.


                                   V

                 PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

         1. The Fund shall furnish to the Custodian a copy of any resolution of
its Board of Directors, authorizing the declaration of dividends on a monthly,
quarterly, semi-annual, annual or other basis, and authorizing the Custodian to
rely on the oral instructions from an authorized officer of the Fund, setting
forth the date of the declaration of such dividend or distribution, the date of
payment thereof, the record date as of which stockholders entitled to payment
shall be determined, and the amount payable per share to the stockholders of
record as of that date and the total amount payable to the Dividend Agent on the
payment date.


                                     5

<PAGE>



         2. Upon the payment date specified in such officers certificate or oral
instructions, the Custodian shall pay out of the monies held for the account of
the Fund the total amount payable to the Dividend Agent for the Fund.


                                      VI

            SALE AND REDEMPTION OF CAPITAL STOCK OF THE FUND

         1. Whenever the Fund shall sell any shares of its capital stock, it
shall cause to be delivered to the Custodian an officers certificate duly
specifying:

                  (a)  The number of shares sold, trade date, and price;
and

                  (b)  The amount of money to be received by the Custodian
for the sale of such shares.

         2.  Upon receipt of such money the Custodian shall credit such
money into the account of the Fund.

         3. Upon the issuance of any of the capital stock of the Fund in
accordance with the foregoing provisions of this Article, the Custodian shall
pay, out of the money held for the account of the Fund, all original issue or
other taxes required to be paid by the Fund in connection with such issuance
upon the receipt of an officers certificate specifying the amount to be paid.

         4. Except as provided hereinafter, whenever the Fund shall hereafter
redeem any shares of its capital stock, it shall furnish to the Custodian an
officers certificate specifying:

                  (a)  The number of shares of capital stock redeemed; and

                  (b)  The amount to be paid for the shares redeemed.

         5. Upon receipt from the Transfer Agent of an advice setting forth the
number of shares received by the Transfer Agent for redemption and that such
shares are valid and in good form for redemption, the Custodian shall make
payment to the Transfer Agent out of the monies held for the account of the
Fund, of the total amount specified in the officers certificate issued pursuant
to the foregoing paragraph 4 of this Article.

         6. Notwithstanding the above provisions regarding the redemption of any
shares of the capital stock of the Fund, whenever shares of the capital stock of
the Fund are redeemed by a Fund shareholder pursuant to the check redemption
privilege offered by the Fund, the provisions of the Payment and Redemption
Agency

                                               6

<PAGE>



Agreement dated February 26, 1982 between the Custodian and the Fund shall
apply.


                                     VII

                       CONCERNING THE CUSTODIAN

         1. Neither the Custodian nor its nominee shall be liable for any loss
or damage including counsel fees, resulting from its action or omission to act
or otherwise, except for any such loss or damage arising out of its own
negligence or willful misconduct. The Custodian may, with respect to questions
of law, apply for and obtain the advice and opinion of counsel to the Fund or of
its own counsel, at the expense of the Fund, and shall be fully protected with
respect to anything done or omitted by it in good faith in conformity with such
advice or opinion.

         2. Without limiting the generality of the foregoing, the Custodian
shall be under no duty or obligation to inquire into, and shall not be liable
for:

                  (a)  The validity of the issue of any securities
purchased by or for the Fund, the legality of the purchase thereof,
or the propriety of the amount paid therefor;

                  (b)  The legality of the sale of any securities by or for
the Fund or the propriety of the amount for which the same are
sold;

                  (c)  The legality of the issue or sale of any shares of
the capital stock of the Fund, or the sufficiency of the amount to
be received therefor;

                  (d)  The legality of the redemption of any shares of the
capital stock of the Fund, or the propriety of the amount to be
paid therefor;

                  (e) The legality of the declaration of any dividend by the
Fund or the legality of the issue of any shares of the Fund's capital stock in
payment of any stock dividend;

                  (f) The legality of any loan of portfolio securities pursuant
to Article IV of this Agreement, nor shall the Custodian be under any duty or
obligation to see to it that any cash collateral delivered to it by a brokerage
firm or held by it at any time as a result of such loan of the portfolio
securities of the Fund is adequate collateral for the Fund against any loss it
might sustain as a result of such loan. The Custodian specifically, but not by
way of limitation, shall not be under any duty or obligation to periodically
check or notify the Fund that the amount of such cash collateral held by it for
the Fund is sufficient collateral

                                               7

<PAGE>



for the Fund, but such duty or obligation shall be the sole responsibility of
the Fund. In addition, the Custodian shall be under no duty or obligation to see
that any brokerage firm to whom portfolio securities of the Fund are lent
pursuant to Article IV of this Agreement makes payment to it of any dividends or
interest which are payable to or for the account of the Fund during the period
of such loan or at the termination of such loan, provided however, that the
Custodian shall promptly notify the Fund in the event that such dividends or
interest are not paid and received when due;

                  (g) The legality of a payment made pursuant to an officers
certificate or, in the case of money market securities, pursuant to oral
instructions of any authorized person.

         3. The Custodian shall not be liable for, or considered to be the
Custodian of, any money represented by any check, draft, or other instrument for
the payment of money received by it on behalf of the Fund, until the Custodian
actually receives such money.

         4. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Fund from the Transfer
Agent of the Fund nor to take any action to effect payment or distribution by
the Transfer Agent of the Fund of any amount paid by the Custodian to the
Transfer Agent of the Fund in accordance with this Agreement.

         5. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount, if the securities upon which such
amount is payable are in default or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by
an officers certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such action.

         6. The Custodian may appoint one or more banking institutions,
including, but not limited to, banking institutions located in foreign
countries, as Depository or Depositories or as a Sub-Custodian of securities and
monies at any time owned by the Fund, upon terms and conditions approved in
written instructions from two officers of the Fund.

         7. The Custodian shall not be under any duty or obligation to ascertain
whether any securities at any time delivered to or held by it for the account of
the Fund are such as may properly be held by the Fund under the provisions of
its Articles of Incorporation.

         8. The Custodian shall be entitled to receive and the Fund agrees to
pay to the Custodian, such compensation as may be agreed upon from time to time
between the Custodian and the Fund. The Custodian may charge such compensation
and any expenses incurred by the Custodian in the performance of its duties
pursuant to such

                                   8

<PAGE>



agreement against any money held by it for the account of the Fund. The
Custodian shall also be entitled to charge against any money held by it for the
account of the Fund the amount of any loss, damage, liability or expense,
including counsel fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to, the expenses of
Sub-Custodians and foreign branches of the Custodian incurred in settling
transactions involving the purchase and sale of securities of the Fund.

         9. The Custodian shall be entitled to rely upon any officers
certificate, notice or other instrument in writing received by the Custodian and
believed by the Custodian to be genuine and to be signed by two officers of the
Fund as defined in Article IX. The Custodian shall be entitled to rely upon any
oral instructions received by the Custodian pursuant to Article III or V hereof
and believed by the Custodian to be genuine and to be given by an authorized
person. The Fund agrees to forward to the Custodian written instructions from an
authorized person confirming such oral instructions in such manner so that such
written instructions are received by the Custodian, whether by hand delivery,
telex or otherwise, by the close of business of the same day that such oral
instructions are given to the Custodian. The Custodian's understanding of any
oral instructions on which it has acted shall be binding on the Fund
notwithstanding receipt by the Custodian of written confirmation of such oral
instructions which is inconsistent with the Custodian's understanding thereof.
The Fund agrees that the fact that such confirming written instructions are not
received by the Custodian shall in no way affect the validity of transactions or
enforceability of the transactions hereby authorized by the Fund. The Fund
agrees that the Custodian shall incur no liability to the Fund in acting upon
oral instructions given to the Custodian hereunder concerning such transactions
provided such instructions reasonably appear to have been received from a duly
authorized person.

                                    VIII

                                TERMINATION

         1. Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such termination,
which shall be no less than 60 days after the date of the giving of such notice.
In the event such notice is given by the Fund, it shall be accompanied by a copy
of a resolution of the Board of Directors of the Fund, certified by the
Secretary or any Assistant Secretary, electing to terminate this Agreement and
designating a successor custodian or custodians, each of which shall be a bank
or trust company having not less than $2,000,000 aggregate capital, surplus and
undivided profits. In the event such notice is given by the Custodian, the Fund
shall, on

                                     9

<PAGE>



or before the termination date, deliver to the Custodian a copy of resolution of
its Board of Directors, certified by the Secretary or any Assistant Secretary,
designating a successor custodian or custodians. In the absence of such
designation by the Fund, the Custodian may apply to any court of competent
jurisdiction for the appointment of a successor custodian which shall be a bank
or a trust company having not less than $2,000,000 aggregate capital, surplus
and undivided profits. If the Fund fails to designate a successor custodian, the
Fund shall, upon the date specified in the notice of termination of this
Agreement and upon the delivery by the Custodian of all securities and monies
then owned by the Fund be deemed to be its own custodian and the Custodian shall
thereby be relieved of all duties and responsibilities pursuant to this
Agreement.

         2. Upon the date set forth in such notice, this Agreement shall
terminate and the Custodian shall, upon receipt of a notice of acceptance by the
successor custodian, on that date deliver directly to the successor custodian
all securities and monies then owned by the Fund and held by it as Custodian,
after deducting all fees, expenses and other amounts for the payment or
reimbursement of which it shall be entitled.

                                      IX

                                MISCELLANEOUS

         1. The term "officers certificate" shall mean any notice, instructions
or other instrument in writing, authorized or required by this Agreement to be
given to the Custodian signed by two officers on behalf of the Fund.

         2. The term "Officers" shall be deemed to include the President,
Vice-President, the Secretary, the Treasurer, any Assistant Secretary, any
Assistant Treasurer, or any other person or persons duly authorized by the Board
of Directors to execute any certificate, instruction, notice or other instrument
on behalf of the Fund. The term "securities" shall include, but shall not be
limited to, stocks, bonds, debentures, notices, bankers' acceptances,
certificates of deposit, options, securities covered by options, and money
market instruments.

         3. Annexed hereto as Appendix A, is a certificate signed by two of the
present officers of the Fund under its corporate seal, setting forth the names
and the signatures of the present officers of the Fund. The Fund agrees to
notify the Custodian promptly if any such present officer ceases to be an
officer of the Fund, and to furnish the Custodian a new certificate in similar
form in the event other or additional officers as defined in Article IX are
elected or appointed. Until such new certificate shall be received, the
Custodian shall be fully protected in acting under the provisions of this
Agreement upon the signatures of the present

                                      10

<PAGE>



officers as set forth in said annexed certificate or upon the signatures of the
present officers as set forth in subsequently issued certificates.

         4. The term "authorized person" shall be deemed to include the
Treasurer, the Secretary or any other persons, whether or not any such person is
an officer or employee of the Fund, duly authorized by the Board of Directors to
execute any certificate, instruction, notice or other instrument or to deliver
oral instructions on behalf of the Fund.

         5. Annexed hereto as Appendix B is a certificate signed by two of the
present officers of the Fund under its corporate seal, setting forth the names
and signatures of the present authorized persons. The Fund agrees to notify the
Custodian promptly if any such present authorized person ceases to be an
authorized person and to furnish to the Custodian a new certificate in similar
form in the event that other or additional authorized persons are elected or
appointed. Until such new certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement upon oral
instructions or signatures of the present authorized persons as set forth in
said annexed certificate or upon oral instructions or the signatures of the
present authorized persons as set forth in a subsequently issued certificate.

         6. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at One
Wall Street, New York, New York 10015, Attn: Institutional Custody
Administration Department or at such other place as the Custodian may from time
to time designate in writing.

         7. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and mailed or delivered to it at its office, at 120 Wall Street, New
York, New York 10005, or at such other place as the Fund may from time to time
designate in writing.

         8. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality as this
Agreement, and authorized and approved by a resolution of the Board of Directors
of the Fund.

         9. The term "money market security" shall be deemed to include, but not
be limited to, debt obligations issued or guaranteed as to interest and
principal by the Government of the United States or agencies or
instrumentalities thereof, bank deposits, certificates of deposit, commercial
paper and bankers' acceptances, where the purchase or sale of such securities
normally

                                11

<PAGE>



requires settlement in federal funds on the same day as such
purchase or sale.

         10. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the written
consent of the Custodian and shall not be assignable by the Custodian without
the written consent of the Fund, authorized or approved by a resolution of its
Board of Directors.

         11.  This Agreement shall be construed in accordance with the
laws of the State of New York.

         12. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original but such counterparts shall,
together, constitute only one instrument.

         13. The term "written instructions" shall mean written communications
by telex or any other such system whereby the receiver of such communications is
able to verify by codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communications.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunder duly authorized and
their respective corporate seals to be hereunto affixed as of the day and year
first above written.

                                           FIRST INVESTORS CASH MANAGEMENT
                                           FUND, INC.


                                           By: /s/ Joseph M. O'Brien
                                               Joseph M. O'Brien, President
ATTEST:


/s/ Andrew J. Donohue
    Andrew J. Donohue, Secretary

                                           IRVING TRUST COMPANY


                                            By:/s/ Michael A. Mertz
                                               Michael A. Mertz
                                               Vice President
ATTEST:


/s/ Signature Illegible


                                     12

<PAGE>



                              APPENDIX A

         I, Joseph M. O'Brien, President and I, Andrew J. Donohue,
Secretary of First Investors Cash Management Fund, Inc. a Maryland
Corporation (the "Fund"), do hereby certify that:

         The following individuals serve in the following positions with the
Fund and each individual has been duly elected or appointed to each such
position and qualified therefor in conformity with the Fund's Articles of
Incorporation and By-Laws and the signatures set forth opposite their respective
names are true and correct signatures:

NAME                       POSITION                      SIGNATURE

Joseph M. O'Brien          President                     /s/ Joseph M. O'Brien

David D. Grayson           Vice President                /s/ David D. Grayson

Glenn O Head.              Vice President                /s/ Glenn O. Head

Andrew J. Donohue          Secretary                     /s/ Andrew J. Donohue

Nicholas Orros             Treasurer                     /s/ Nicholas Orros

Joseph P. Abbamont         Assistant Treasurer           /s/ Joseph P. Abbamont

Sonja Weitzberg            Assistant Secretary           /s/ Sonja Weitzberg

Max Gartner                Authorized Signer             /s/ Max Gartner


IN WITNESS WHEREOF, I Joseph M. O'Brien, President and I, Andrew J.
Donohue, Secretary of First Investors Cash Management Fund, Inc.
have set our respective hands and the seal of this Corporation,
this 26th day of February, 1982.

                                                   /s/ Joseph M. O'Brien
                                                  Joseph M. O'Brien, President


                                                  /s/ Andrew J. Donohue
                                                  Andrew J. Donohue, Secretary


                                       13

<PAGE>


                                APPENDIX B

         I, Joseph M. O'Brien, President, and I, Andrew J. Donohue,
Secretary of First Investors Cash Management Fund, Inc. (the
"Fund"), do hereby certify that:

         The following individuals have been duly authorized in conformity with
the Fund's Articles of Incorporation and By-Laws to execute any certificate,
instruction, notice or other instrument or to give oral instructions on behalf
of the Fund, and the signatures set forth opposite their respective names are
their true and correct signatures:

NAME                                        SIGNATURE

Joseph M. O'Brien                           /s/ Joseph M. O'Brien

David D. Grayson                            /s/ David D. Grayson

Glenn O. Head                               /s/ Glenn O. Head

Andrew J. Donohue                           /s/ Andrew J. Donohue

Nicholas Orros                              /s/ Nicholas Orros

Joseph P. Abbamont                          /s/ Joseph P. Abbamont

Sonja Weitzberg                             /s/ Sonja Weitzberg

Max Gartner                                 /s/ Max Gartner


IN WITNESS WHEREOF, I Joseph M. O'Brien, President and I, Andrew J.
Donohue, Secretary of First Investors Cash Management Fund, Inc.
have set our respective hands and the seal of this Corporation,
this 26th day of February, 1982.


                                             /s/ Joseph M. O'Brien
                                                 Joseph M. O'Brien, President



                                             /s/Andrew J. Donohue
                                                Andrew J. Donohue, Secretary


                                               14

<PAGE>


                                SUPPLEMENT
                                    TO
                           CUSTODIAN AGREEMENT


         This Supplement is added to and forms a part of the Custodian Agreement
between First Investors Cash Management Fund, Inc. (the "Fund") and The Bank of
New York, as successor-in-interest to Irving Trust Company (the "Custodian")
dated February 26, 1982 (the "Agreement"). All defined terms used herein shall
have the meanings ascribed to them in the Agreement.

         1. If the Custodian in its sole discretion advances Funds on behalf of
the Fund or any series thereof which results in an overdraft because the moneys
held by the Custodian in the separate account for the Fund or such series shall
be insufficient to pay the total amount payable upon a purchase of securities
specifically allocated to the Fund or such series, as set forth in an officer's
certificate, oral instructions or written instructions, or which results in an
overdraft in the separate account of the Fund or such series for some other
reason, or if the Fund or such series is indebted to The Bank of New York as the
issuer of any letter of credit on behalf of the Fund or such series, such
overdraft or indebtedness shall be deemed to be a loan made by the Custodian to
the Fund (allocated to the appropriate series, if any) payable on demand and
shall bear interest from the date incurred at a rate per annum (based on a
360-day year for the actual number of days involved) equal to the Federal Funds
Rate in effect from time to time plus 1%, such rate to be adjusted on the
effective date of any change in the Federal Funds Rate, but in no event to be
less than 6% per annum. Promptly upon the occurrence of any overdraft, the
Custodian will notify the Fund of the amount of such overdraft and the series to
which it relates. In addition, the Fund hereby agrees that the Custodian shall
have a continuing lien and security interest in and to any property of the Fund
or specifically allocated the Fund's series (if applicable) at any time held by
it for the benefit of the Fund or such series or in which the Fund may have an
interest which is then in the Custodian's possession or control or in possession
or control of any third party acting in the Custodian's behalf. If, one business
day after the Custodian has demanded repayment of any overdraft or indebtedness,
the Fund fails to pay the same in full, the Custodian shall be entitled, in its
sole discretion, at any time to charge any outstanding overdraft or indebtedness
together with interest due thereon against any balance of account standing to
the Fund's or the appropriate series' credit on the Custodian's books.

         2. The Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the Custodian)
for which it borrows money for investment or for temporary or emergency purposes
using securities held by the Custodian hereunder as collateral for such
borrowings, a notice or undertaking in the form currently employed by any such
bank setting forth the amount which such bank will loan to the Fund against
delivery of a stated amount of collateral. The Fund shall promptly deliver to
the Custodian an officer's certificate specifying with respect to each such
borrowing:


                                                - 1 -

<PAGE>



(a) the series to which such borrowing relates (if applicable); (b) the name of
the bank, (c) the amount and terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory not, duly endorsed by the
Fund, or other loan agreement, (d) the time and date, if known, on which the
loan is to be entered into, (e) the date on which the loan becomes due and
payable, (f) the total amount payable to the Fund on the borrowing date, (g) the
market value of securities to be delivered as collateral for such loan,
including the name of the issuer, the title and the number of shares or the
principal amount of any particular securities, and (h) a statement specifying
whether such loan is for investment purposes or for temporary or emergency
purposes and that such loan is in conformance with the Investment Company Act of
1940 and the Fund's prospectus. The Custodian shall deliver on the borrowing
date specified in an officer's certificate the specified collateral and the
executed promissory note, if any, against delivery by the lending bank of the
total amount of the loan payable, provided that the same conforms to the total
amount payable as set forth in the officer's certificate. The Custodian may, at
the option of the lending bank, keep such collateral in its possession, but such
collateral shall be subject to all rights therein given the lending bank by
virtue of any promissory note or loan agreement. The Custodian shall deliver
such securities as additional collateral as may be specified in an officer's
certificate to collateralize further any transaction described in this
paragraph. If the Custodian keeps the collateral in its possession, it shall
release such collateral as may be specified in a notice or undertaking in the
form currently used by the lending bank, provided that the same conforms to the
total amount set forth in an officer's certificate. The Fund shall cause all
securities released from collateral status to be returned directly to the
Custodian, and the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund fails to specify
in an officer's certificate the series (if applicable), the name of the issuer,
the title and number of shares or the principal amount of any particular
securities to be delivered as collateral by the Custodian, the Custodian shall
not be under any obligation to deliver any securities.

         3. This Supplement shall be effective as of the date hereof upon
execution by the parties hereto, and any reference to the Agreement shall be a
reference to the Agreement as supplemented hereby.

         4.       In the event of any conflict between the provisions of the
Agreement and the provisions of this Supplement, the provisions of this
Supplement shall control.

         5. With respect to any obligations of the Fund on behalf of a series
arising out of this agreement, including, without limitation, the obligations
arising under this Supplement, the Custodian shall look for payment or
satisfaction of any obligation solely to the assets and property of the series
to which such obligation relates as though the Fund had separately contracted
with the Custodian by separate written instrument with respect to each series.

         6.       Notwithstanding the provisions of any applicable law,
including without limitation the Uniform Commercial Code, the remedy set


                                                - 2 -

<PAGE>


forth in this Section 1 shall be the only right or remedy to which the Custodian
is entitled with respect to the lien and security interest granted pursuant to
this Section 1. Without limiting the foregoing, the Custodian hereby waives and
relinquishes all contractual and common law rights of set off to which it may
now or hereafter be or become entitled with respect to any obligations of the
Fund to the Custodian arising under the Supplement.

         IN WITNESS WHEREOF, the parties hereto have executed this SUPPLEMENT as
of the date first above written.

                                   First Investors Cash Management Fund, Inc.

                                   By:/s/C. Durso

                                   Title: Vice President & Secretary


ATTEST:

/s/Susan I. Grant

                                   THE BANK OF NEW YORK

                                   By: /s/S. Grunston

                                   Title: Vice President


ATTEST:

/s/Octavio Cabrero


                                                - 3 -

<PAGE>




                   PAYMENT AND REDEMPTION AGENCY AGREEMENT


         AGREEMENT made this 26th day of February 1982 between FIRST INVESTORS
CASH MANAGEMENT FUND, INC., a corporation organized and existing under the laws
of the State of Maryland, having its principal office and place of business at
120 Wall Street, New York, New York 10005 (the "Fund") and Irving Trust Company,
a banking corporation organized and existing under the laws of the State of New
York, having its principal office and place of business at One Wall Street, New
York, New York 10015 (the "Bank").

                                  WITNESSETH:

         WHEREAS, the Fund is a diversified open-ended management type
investment company;

         WHEREAS, the Fund may enter into agreements with Administrators for the
sale and redemption of shares of beneficial interests of the Fund (the
"Shares");

         WHEREAS, the Fund intends to permit shareholders of the Fund
to redeem Shares by several methods; and

         WHEREAS, the Fund wishes to appoint the Bank as its payment and
redemption agent in connection with the performance of certain functions related
to the redemption of Shares, and the Bank is willing to act in such capacity and
to perform the respective duties and functions thereof in the manner and on the
conditions hereinafter set forth:

         NOW, THEREFORE, for and in consideration of the mutual promises
hereinafter set forth the Fund and the Bank agree as follows:


                                    I

                           APPOINTMENT OF AGENT

         1. The Fund hereby constitutes and appoints the Bank as its payment and
redemption agent to perform the duties hereinafter set forth as such during the
period of this Agreement as the same shall from time to time be constituted.

         2.  The Bank accepts appointment as such agent and agrees to
perform the duties thereof as hereinafter set forth.


                                     II

                 NEW ACCOUNTS AND SUBSEQUENT INVESTMENTS

         1. The Bank may receive applications for new investments, stubs for
subsequent purchases and accompanying checks. The Bank shall accept direct wire
orders from such Administrators, as the Fund shall designate to the Bank from
time to time, and the Fund


                                       1

<PAGE>



may represent to the public and to Administrators that orders will be accepted
by the Bank from such Administrators.

         2. The Bank shall promptly process for collection all checks for new or
subsequent investments. All funds shall be credited to the Fund's Custody
Account maintained by the Bank on the next banking day. In the case of funds
wired to the Bank through the Federal Reserve System, the funds shall be so
credited upon receipt of such instructions.

         3.  The Bank shall promptly forward all applications, wires
and stubs for subsequent purchases to the Fund.

         4. In the case of a check which is not finally collected for whatever
reason the Bank shall charge the amount of the check against the Custodian
Account of the Fund and promptly advise the Fund of the check, the amount
involved, and such other information as the Fund may require to properly
identify such check and the investor's account to which it was credited.


                                     III

                             REDEMPTION OF SHARES

         1. In the case of a redemption request directed to the Fund, the Bank,
in accordance with the written instructions from the Fund in the form of an
officer's certificate (as defined in the Custodian Agreement between the Bank
and the Fund, dated May 24, 1983) will deduct the amount so stated in such
instructions from the Fund's Custodian Account and either wire that amount to
Administrative Data Management Corp.'s Redemption Account at First Pennsylvania
Bank N.A. or wire such amount to the shareholder's account or Administrators
account at another bank. The Bank will take no action on redemption requests
directed to the Bank, except to forward such request to the Fund or its transfer
agent.

         2. In the case of checks drawn by shareholders of the Fund for the
redemption of shares of the Fund where the checks are presented to the Bank
other than through the Federal Reserve System, the procedure in Section III.3.
shall apply. If such a check is to be dishonored, the Fund shall so notify the
shareholder.

         3. In the case of checks drawn by shareholders of the Fund for the
redemption of shares of the Fund where the checks are received by the Bank
through the Federal Reserve System, the following procedures shall apply:

                  (a) The Bank shall charge the Fund's Custodian Account for the
amount of the check on the same day that the New York Federal Reserve Bank
charges the account of the Bank and shall notify the Fund on or before 12:00
noon of the amount of such charges.

                  (b)  Checks received by the Bank on any day before 5:00
p.m. shall be forwarded to the Fund each business day at or before


                                       2

<PAGE>



5:00 p.m.  Checks received by the Bank on any day after 5:00 p.m.
will be forwarded to the Fund on the following business day at or
before 10:45 a.m.  Before 3:00 p.m. on such following business day,
the Fund shall return to the Bank all checks from such 5:00 p.m.
and 10:45 a.m. deliveries which are to be dishonored for any reason
requiring non-payment, with written instructions to return such
checks.

                  (c) Pursuant to such instructions, the Bank shall return such
dishonored checks through the Federal Reserve System, and credit the Fund's
Custodian Account with the amount of the checks on the day on which the Bank's
account with the Federal Reserve Bank is so credited.

         4. The Fund will indemnify and hold the Bank harmless from and against
any and all liabilities (including counsel fees) incurred by or assessed against
the Bank arising out of the processing of redemption checks in accordance with
the terms of this Agreement, including, without limitation, those arising out of
late returns, missing or altered signatures, forged endorsements, counterfeit
instruments, increased amount or other alterations in the face of the
instrument, and the Bank may charge the Fund's Custodian Account for all such
amounts and shall notify the Fund before 12:00 noon of the amount of any such
charges.

         5. The Bank shall forward to the Fund all instructions from
shareholders and Administrators concerning the wiring of the proceeds of
redemptions, and shall only act upon written instructions from the Fund.


                                     IV

                            CONCERNING THE BANK

         1. The Bank shall not be liable for any action taken or omitted to be
taken in good faith in accordance with the terms of this Agreement or upon any
written instruction, order or direction believed by it to be genuine and to be
given by any duly authorized person. The Bank shall be entitled to rely upon the
advice or opinion of counsel of the Fund or counsel to the Bank and shall not be
liable for any action taken or omitted to be taken in good faith and reliance
upon such advice or opinion. The Fund agrees to indemnify and hold the Bank
harmless from all claims and liabilities (including counsel fees) incurred or
assessed against the Bank in connection with the performance of this Agreement
except such as may arise from the Bank's own negligence or willful misconduct.

         2. Except as may otherwise be agreed to in writing by the Bank and the
Fund, the Bank shall be paid as compensation for its services pursuant to this
Agreement such fee as may be mutually agreed upon by the Bank and the Fund.

         3.  The Bank shall not act upon any instructions or requests
received from shareholders or Administrators, except to forward
such instructions or requests to the Fund, or inform the


                                      3

<PAGE>



shareholder or the Administrator to do so, whichever the Bank deems
appropriate.

         4. The Bank shall be under no duty to inquire as to the reasonableness
or accuracy of any instructions received by the Bank from the Fund.

         5. The Bank shall be under no duty to perform any functions other than
those stated in this Agreement.


                                       V

                                  TERMINATION

         1. Neither this Agreement nor any provision thereof may be changed,
waived, discharged or terminated orally. Only an instrument in writing which
shall make specific reference to this Agreement and which shall be signed by the
parties against which enforcement of the change, waiver, discharge or
termination is sought shall be effective to amend or modify this Agreement.

         2. This Agreement may be terminated by sixty (60) days written notice
from one party to the other. On the termination thereof the Fund shall pay to
the Bank such compensation as may be due to the Bank as of the date of such
termination. In the event that in connection with the termination a successor to
any of the Bank's duties or responsibilities hereunder is designated by the Fund
by written notice to the Bank, the Bank shall promptly upon such termination and
at the expense of the Fund, transfer to such successor any records maintained by
the Bank under this Agreement.


                                       VI

                                 MISCELLANEOUS

         1. Notwithstanding any of the foregoing provisions of this Agreement
the Bank shall be under no duty or obligation to inquire into, and shall not be
liable for:

                  (a)  The legality of the issue or sale of any Shares of
the Fund or the sufficiency of the amount to be received therefore;

                  (b)  The legality of the redemption of any Shares of the
Fund or the propriety of the amount to be paid therefore; or

                  (c)  The propriety of any sale of Shares of the Fund to
any investor or through any Administrator.

         2. This Agreement shall extend to and be binding upon the parties and
their respective successor and assigns, provided, however, that this Agreement
shall not be assignable by the Fund or the Bank without the written consent of
the other.

         3.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.


                                          4

<PAGE>


         4. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunder duly authorized and
their respective corporate seals to be hereunto duly affixed, as of the date and
year first above written.

                                            FIRST INVESTORS CASH MANAGEMENT
                                            FUND, INC.


                                            By/s/Joseph M. O'Brien
                                                 Joseph M. O'Brien, President
ATTEST:


/s/Andrew J. Donohue
   Andrew J. Donohue
   Secretary
                                            IRVING TRUST COMPANY


                                            By /s/Michael A. Mertz
                                                  Michael A. Mertz
                                                  Vice President
ATTEST:


/s/Signature Illegible



                                          5

<PAGE>




                          ADMINISTRATION AGREEMENT


         This Agreement, dated as of the 27th of September, 1978, made by and
between FIRST INVESTORS CASH MANAGEMENT FUND, INC. (the Fund), a corporation
duly organized and existing under the laws of the State of Maryland; FIRST
INVESTORS MANAGEMENT COMPANY, INC. (FIMCO), a corporation duly organized and
existing under the laws of the State of New York; FIRST INVESTORS CORPORATION
(FIC), a corporation duly organized and existing under the laws of the State of
New York; ADMINISTRATIVE DATA MANAGEMENT CORP. (ADM), a corporation duly
organized and existing under the laws of the State of New York.

                               WITNESSETH THAT:

         WHEREAS, FIMCO and FIC are the national distributors of the
shares of the Fund; and

         WHEREAS, ADM has agreed to act as transfer agent of the Fund, as its
dividend disbursing agent, and as administrator of the Dividend Reinvestment,
Share Accumulation and Systematic Withdrawal Accounts of the Fund, and ADM also
agreed to act for the Fund in other respects as hereinafter stated; and

         WHEREAS, the parties hereto desire to set forth certain terms relating
to the activities of ADM under this Agreement.

         NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows:

                               THE TRANSFER AGENCY

         Section 1. The Fund hereby appoints ADM as its transfer agent, and ADM
accepts such appointment and agrees to act in such capacity upon the terms set
forth in this Agreement.

         Section 2. ADM will maintain stock registry records in the usual form
in which it will note the issuance and redemption of Shares and the issuance and
transfer of Share Certificates, and is also authorized to maintain an account
entitled Unissued Share Certificate Account in which it will record the Shares
and fractions issued and outstanding from time to time for which issuance of
Share Certificates is deferred. ADM is also authorized to keep records, which
will be part of the stock transfer records, as well as its records of the Plans,
in which it will note the names and registered addresses of Planholders, and the
number of shares and fractions from time to time owned by them for which no
Share Certificates are outstanding. Each Shareholder or Planholder whether he
holds one or more Share Certificates or owns Shares held

                                      -1-

<PAGE>



under one or more Plans, or whether he holds or owns Shares by both methods,
will be assigned a single account number.

         Section 3. Whenever Shares are purchased for Planholders, the Fund
authorizes ADM to dispense with the issuance and countersignature of Share
Certificates. In such case ADM, as transfer agent, shall merely note on its
stock registry records the issuance of the Shares and fractions, (if any), shall
credit the Unissued Share Certificate Account with the Shares and fractions to
the respective Planholders. Likewise, whenever ADM has occasion to surrender for
redemption Shares and fractions owned by Planholders, it shall be unnecessary to
issue Share Certificates for redemption purposes. The Fund authorizes ADM in
such cases to process the transactions by appropriate entries in its stock
transfer records, and debiting of the Unissued Share Certificate Account and the
record of issued Shares outstanding. Whenever Planholders are entitled to the
issuance of Share Certificates for Shares held under Plans, the Fund authorizes
ADM as transfer agent, to countersign Share Certificates for issuance and
delivery, and to debit the Unissued Certificate Account.

         Section 4. ADM in its capacity as transfer agent will, in addition to
the duties and functions above-mentioned, perform the usual duties and functions
of a stock transfer agent for a corporation. It will countersign for issuance or
reissuance of Share Certificates representing original issue or reissued
treasury Shares as directed by the Written Instructions of the Fund, and will
transfer Share Certificates registered in the name of Shareholders from one
Shareholder to another in the usual manner. ADM may rely conclusively and act
without further investigation upon any list, instruction, certification,
authorization, Share Certificate or other instrument or paper believed by it in
good faith to be genuine and unaltered, and to have been signed, countersigned,
or executed by a duly authorized person or persons, or upon the instructions of
any Officer of the Fund, or upon the advice of counsel for the Fund or for ADM.
ADM may record any transfer of Share Certificates which is believed by it in
good faith to have been duly authorized or may refuse to record any transfer of
Share Certificates if in good faith ADM in its capacity as transfer agent deems
such refusal necessary in order to avoid any liability either to the Fund or
ADM. The Fund agrees to indemnify and hold harmless ADM from and against any and
all losses, costs, claims and liability which it may suffer or incur by reason
of so relying or acting or refusing to act in good faith.




                           THE DIVIDEND DISBURSEMENT AGENCY

         Section 5.                 Upon declaration of each dividend and each

                                      -2-

<PAGE>



capital gains distribution by the Board of Directors of the Fund, the Fund shall
notify ADM of the date of such declaration, the amount payable per share, the
record date for determining the Shareholders entitled to payment, the payment
date, and the reinvestment date, the price for which is to be used to purchase
Shares for reinvestment.

         Section 6. On or before each payment date, the Fund will transfer, or
cause the Custodian to transfer, to ADM in its capacity as dividend disbursing
agent, the total amount of the dividend or distribution currently payable and
ADM in such capacity will on the designated payment date mail distribution
checks to the Shareholders for the proper amounts payable to them except as
follows:

         (a) Dividends and capital gains distributions directed to be reinvested
under Plans will be transferred to ADM in its capacity as administrator for
application as provided in Section 11.

                          ADMINISTRATION OF THE PLANS

         Section 7. The Fund, FIMCO and FIC hereby appoint ADM as administrator
of the Plans, and ADM accepts such appointment and agrees to act in such
capacity upon the terms set forth in this Agreement. As provided Section 2, ADM
will maintain records, which will be part of the stock registry records as well
as its records of the administration of the Plans, in which it will note the
transactions effected for the respective Planholders and the number of Shares
and fractions from time to time owned by them for which no Share Certificates
are outstanding.

         Section 8. FIMCO, FIC and the Fund will from time to time keep ADM
fully informed of the names of all Planholders who are entitled to purchase
Shares at reduced offering prices and of the respective prices which are
applicable to each of such Planholders. ADM may conclusively rely on such
information in placing orders for Shares on behalf of Planholders.

         Section 9. It will be the practice of ADM to process payments by
planholders received by its mutual funds department in acceptable form until the
time of the closing of the New York Stock Exchange on each day on which said
exchange is open since the same time on the prior business day in which said
exchange was open, and to obtain from FIMCO, FIC or the Fund a quotation (on
which it may conclusively rely) as of the close of the said exchange. ADM will
proceed to calculate the amount available for investment in Shares at the public
offering price so quoted, (and, if applicable), the amounts to be invested as
between commissions of dealers, shares of FIMCO, or FIC and net asset value to
be deposited with the Custodian. ADM while the public offering price so quoted
is still in effect, will, as agent for sundry Planholders, place an order

                                      -3-

<PAGE>



with FIMCO or FIC for the proper number of Shares and fractions, will advise
FIMCO or FIC of the breakdown of the total purchase price as between discount of
dealers, shares of FIMCO or FIC and net asset value and will confirm said
figures to FIMCO or FIC in writing.

         Section 10. ADM will thereupon set aside the commissions of dealers,
and share of FIMCO and FIC and will pay over the balance available (net asset
value) to the custodian and will furnish said custodian with the Statements
required by the Custodian Agreement. Said Custodian will deposit the net asset
value in the Principal Account under the Custodian Agreement. ADM will credit
the Bank's account of FIMCO or FIC for its share. The proper number of Shares
and fractions will then be issued and credited to the Unissued Certificate
Account, and the Shares and fractions purchased for each Planholder will be
credited to his separate account. ADM will thereupon mail to each Planholder a
confirmation of the purchase, with copies to the Fund and the proper dealers, if
the Fund so requests. Such confirmation will show the prior and new share
balance, the Shares held under the Plans and Shares (if any) for which Stock
Certificates are outstanding, the amount invested, the price paid and other
data.

         ADM will remit commissions to the proper dealers weekly or at other
convenient intervals, as agreed upon between the Fund and ADM.

         Section 11. As and when the Fund declares dividends or capital gains
distributions, it will promptly quote to ADM the net asset value per share at
the close of business in the reinvestment date, whereupon as soon as it can
calculate the total of such dividend or distributions it will receive for
reinvestment, ADM will advise the Fund of the amount which will be available for
reinvestment on the payment date and the number of Shares and fractions to be
issued. Upon receipt of the amount of the dividends or distributions to be
reinvested under Plans, ADM will pay over such amount to the Custodian for
deposit in the Principal Account under the Custodian Agreement, whereupon the
Shares and fractions purchased for the Plans will be issued pursuant to a
Statement of ADM and will be credited to the Unissued Certificate Account. ADM
will credit the Shares and fractions so purchased to the separate accounts
maintained for the respective Planholders, and will promptly mail to each
Planholder a confirmation of the purchase, with a copy to the Fund, showing the
prior and new share balance.


         Section 12. Whenever a Shareholder shall deposit Shares represented by
Share Certificates in an investment plan or systematic withdrawal plan or other
plan permitting deposit of Shares thereunder, ADM as transfer agent is
authorized upon receipt

                                      -4-

<PAGE>



of Share Certificates registered in the name of the Shareholder, or if not so
registered in due form for transfer, to cancel such Share Certificates, to debit
the individual stock accounts and to credit the Shares to the Unissued
Certificate Account. ADM as plan administrator will credit the Shares to be
deposited to the proper plan accounts. In the event that a Planholder shall
desire to deposit under a systematic withdrawal plan Shares held in an
investment plan or other like plan, ADM will accomplish such deposit by proper
debiting and crediting of plan accounts.

         Section 13. ADM will administer the systematic withdrawal plans for the
Planholders. ADM will note in such accounts the share balances from time to
time, the additional Shares purchased with the reinvested dividends and
distributions, and the Shares redeemed to provide the withdrawal payments.
Confirmations will be mailed to the Planholders reflecting each transaction,
with copies to the Fund.

         Section 14. Whenever ADM shall have received requests from Planholders
to redeem Shares and remit proceeds, or whenever ADM is required to redeem
Shares to make withdrawal payments under systematic withdrawal plans or the
like, ADM will advise the Fund that it has Shares for redemption, stating the
number of Shares and fractions to be redeemed. The Fund will then quote to ADM
the applicable net asset value of redemption price, whereupon ADM will furnish
the Fund with an appropriate confirmation of the redemption and will process the
redemption by filing with the Custodian an appropriate statement of ADM as may
be required by the Custodian Agreement. The Custodian shall be authorized to pay
over to ADM as administrator, the total redemption price stated in the Statement
of ADM for proper distribution and application. The stock registry books
recording outstanding Shares, the Unissued Certificate Account and the
individual accounts of the Shareholders shall be properly debited.

         Section 15. The practices and procedures of ADM and the Fund above
outlined in Sections 7 to 14, inclusive, may be altered or modified from time to
time as may be mutually agreed by the parties to this Agreement, so long as the
intent and purposes of the Plans, as stated from time to time in the prospectus
of the Fund, are observed. For special cases, the parties hereto may adopt such
procedures as may be appropriate or practical under the circumstances and ADM
may conclusively assume that any special procedure which has been approved by
the Fund, does not conflict with or violate any requirements of its Articles of
Incorporation, By-Laws or prospectus, or any rule, regulation or requirement of
any regulatory body.

         Section 16. ADM in acting for Planholders, or in any other capacity set
forth in this Agreement, shall incur no liability for any actions taken or
omitted in good faith, nor shall ADM be

                                      -5-

<PAGE>



personally liable for any taxes, assessments or governmental charges which may
be levied or assessed on any basis whatsoever in connection with the
administration of the Plans, excepting only for taxes assessed against it in its
corporate capacity out of its compensation hereunder.

                                  MISCELLANEOUS

         Section 17. In addition to the services as transfer agent, dividend
disbursing agent and administrator as above set forth, ADM will perform other
services for the Fund as agreed from time to time, including but not limited to
preparation of Federal 1099 forms, mailing of quarterly and semi-annual reports
of the Fund, preparation of one annual list of Shareholders, and preparing
notices of Shareholders meeting, proxies and proxy statements.

         Section 18. The Fund, FIMCO and FIC agree to pay ADM compensation for
its services and to reimburse it for expenses, as set forth in Schedule A
attached hereto, or as shall be set forth in amendments to such schedule
approved by the Fund, FIMCO FIC and ADM. Said payments and reimbursements shall
be allocated between the Fund, FIMCO and FIC as they may agree.

         Section 19. ADM may from time to time in its sole discretion delegate
some or all of its duties hereunto to any affiliate(s) which shall perform such
functions as the agent of ADM. To the extent of such delegation, the term "ADM"
in this Agreement shall be deemed to refer to both ADM and such affiliate(s) or
either of them, as the context may indicate.

         Section 20. Nothing contained in this Agreement is intended to or shall
require ADM, in any capacity hereunder to perform any functions or duties on any
holiday or other day of special observance on which ADM is closed. Functions or
duties normally scheduled to be performed on such days shall be performed on,
and as of, the next business day on which both the New York Stock Exchange and
the Bank are open.

         Section 21. All terms used herein, which are defined in the Custodian
Agreement, shall have the same meanings as set forth therein. In addition, the
following terms as used in this Agreement shall have the meaning set forth below
unless the context otherwise requires:


         Plan: The term Plan shall include such Dividend Reinvestment Accounts,
Share Accumulation Accounts, Systematic Withdrawal Plans and other types of
plans or accounts in form acceptable to ADM, which the Fund may from time to
time adopt and make available to its Shareholders, including plans or accounts
adopted for pension and profit sharing plans established by self-


                          -6-

<PAGE>


employed individuals, partnerships, individuals, corporations and not for 
profit organizations.

         Planholder:     The term Planholder shall mean a Shareholder
who at the time of reference is participating in a Plan.

         Section 22. This Agreement may be terminated by any party to this
Agreement by giving at least sixty (60) days advance written notice stating when
thereafter such termination shall be effective. Such termination shall only be
effective with respect to the rights, obligations and duties as between the non-
terminating parties. In case such notice of termination is given by either ADM
or the Fund, the Board of Directors of the Fund shall, by resolution duly
adopted, promptly appoint a successor to ADM, to serve upon the terms set forth
in this Agreement as then amended and supplemented. Unless and until a successor
to ADM has been appointed as above, provided ADM shall continue to perform
according to the terms of this Agreement and shall be entitled to receive all
the payments and reimbursement to which it is entitled under this Agreement.

         Notwithstanding the foregoing, ADM agrees that it will not terminate
this Agreement prior to May 1, 1979.

         Section 23. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.

         Section 24. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided however
that this Agreement shall not be assignable by the Fund without the written
consent of the Fund, authorized or approved by a resolution of its Board of
Directors.

         Section 25. This Agreement shall be governed by the laws of
the State of New York.

                                      -7-

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and their corporate seals hereunto duly
affixed and attested, as of the day and the year first above written.

ATTEST:                                    FIRST INVESTORS CASH MANAGEMENT
                                           FUND, INC.

/s/ Andrew J. Donohue                      BY:  /s/Joseph M. O'Brien
Andrew J. Donohue, Secretary                       Joseph M. O'Brien, President
[Seal]


ATTEST:                                    FIRST INVESTORS MANAGEMENT COMPANY,
                                           INC.


/s/ Andrew J. Donohue                      BY:  /s/ Joseph M. O'Brien
Andrew J. Donohue, Secretary                        Joseph M. O'Brien, President
[Seal]


ATTEST:                                    FIRST INVESTORS CORPORATION


/s/ Grace C. Sorensen                      BY:/s/ Glenn O. Head
Grace C. Sorensen, Secretary                      Glenn O. Head, Chairman
[Seal]


ATTEST:                                    ADMINISTRATIVE DATA MANAGEMENT CORP.


/s/ Grace C. Sorensen                      BY:/s/ Glenn O. Head
Grace C. Sorensen, Secretary                      Glenn O. Head, Chairman
[Seal]




                                      -8-

<PAGE>



                       ADMINISTRATION AGREEMENT
                             SCHEDULE A


    Compensation and charges of Administrative Data Management Corp.
for services as Transfer Agent, Dividend Disbursing Agent and Plan
Administration, and for other services under the Administration
Agreement.


    General Account Maintenance               $2.00 per account per month

    Reports Required by
    Governmental Authorities                  $1.00 for each account

    Exchange Fee                              $5.00 for each exchange of shares
                                              into the Fund.

OUT-OF-POCKET EXPENSES: In addition to the above charges, the Fund, First
Investors Management Company, Inc. or First Investors Corporation shall
reimburse Administrative Data Management Corp. for all out-of-pocket costs
including but not limited to postage, insurance, forms relating to shareholders
of the Fund, envelopes and other similar items, and will also reimburse
Administrative Data Management Corp. for counsel fees, including fees for the
preparation of the Administration Agreement and review of prospectus and
application forms.

THE ABOVE FEES AND OUT-OF-POCKET EXPENSES APPLY TO THE FOLLOWING
FUNDS:

FIRST INVESTORS CASH MANAGEMENT FUND, INC.
FIRST INVESTORS TAX-EXEMPT MONEY MARKET FUND, INC.



                                      -9-

<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.  23 to the
Registration  Statement  on Form N-1A (File No.  2-62347)  of our  report  dated
January 31, 1996 relating to the December 31, 1995 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 16, 1996



                    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
21st day of September, 1995.





                                                   /s/ James J. Coy
                                                       James J. Coy

<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
21st day of September, 1995.





                                                    /s/ Glenn O. Head
                                                        Glenn O. Head


<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
21st day of September, 1995.





                                                      /s/ Roger L. Grayson
                                                          Roger L. Grayson



<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
21st day of September, 1995.





                                                /s/ Kathryn S. Head
                                                    Kathryn S. Head



<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
21st day of September, 1995.





                                                     /s/ Rex R. Reed
                                                         Rex R. Reed


<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
21st day of September, 1995.





                                                    /s/ James M. Srygley
                                                        James M. Srygley



<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
21st day of September, 1995.





                                                   /s/ Herbert Rubinstein
                                                       Herbert Rubinstein


<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
21st day of September, 1995.





                                                     /s/John T. Sullivan
                                                        John T. Sullivan



<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
21st day of September, 1995.





                                                     /s/ Robert F. Wentworth
                                                         Robert F. Wentworth



<PAGE>




                            CLASS B DISTRIBUTION PLAN
                                       OF
                  FIRST INVESTORS CASH MANAGEMENT FUND, INC.



         WHEREAS, FIRST INVESTORS CASH MANAGEMENT FUND, INC. (the "Fund") is a
diversified open-end management investment company duly registered with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended (the "1940 Act");

         WHEREAS, the Fund employs one or more broker-dealers as distributors of
its shares ("Underwriter") pursuant to a written agreement ("Underwriting
Agreement");

         WHEREAS, Rule 12b-1 under the 1940 Act permits registered investment
companies to bear certain expenses associated with the distribution of their
shares;

         WHEREAS, the Fund offers multiple classes of shares for
purchase by shareholders;

         WHEREAS, the Board of Directors believes that payment of certain
expenses associated with the distribution of Class B shares of the Fund and the
servicing or maintenance of such Class B shareholder accounts would be
beneficial to the Fund and its shareholders; and

         WHEREAS, the Fund, on behalf of its separate designated series
presently existing or hereafter established (individually and collectively,
"Series"), wishes to adopt a plan under Rule 12b-1 to permit each Series to pay
some of the expenses involved in distributing its Class B shares and the
servicing or maintenance of its Class B shareholder accounts.

         NOW, THEREFORE, in consideration of the foregoing, the Fund hereby
adopts the following distribution plan in accordance with Rule 12b-1 (the "Class
B Plan"):

         1. PAYMENT OF THE FEE. Pursuant to one or more Underwriting Agreements
which the Fund can enter into from time to time and this Class B Plan, each
Series shall pay as compensation for the Underwriter's services an annualized
Rule 12b-1 fee of an aggregate of 1% of each Series' average daily net assets
attributable to Class B shares (referred to herein as the "Class B 12b-1 fee").
The Class B 12b-1 fee is payable by each Series monthly or at such intervals as
shall be determined by the Board of Directors in the manner provided for
approval of this Class B Plan in paragraph 5(a). The Class B 12b-1 fee shall
consist of a distribution fee and a service fee, in the following proportions:
(a) the distribution fee shall be at the rate of 0.75% of the average daily net
assets attributable to Class B shares, and (b) the service fee shall be at the
rate of 0.25% of the average daily net assets attributable to Class B shares.
The Class B 12b-1 fee shall be payable regardless of whether that amount exceeds
or is less than the actual expenses incurred by the Underwriter in distributing
Class B shares of such Series in a particular year.



                                    -  1  -

<PAGE>



         2. EXPENSES DIFFERENT FROM ANNUAL RATE. To the extent that the Class B
12b-1 fee paid by each Series in a particular year exceeds actual expenses
attributable to Class B Shares incurred by an Underwriter in that year, the
Underwriter may realize a profit in that year. If the expenses attributable to
Class B Shares incurred by an Underwriter in a particular year are greater than
the Class B 12b-1 fee, the Underwriter may incur a loss in that year and may not
recover from such Series such excess of expenses attributable to Class B Shares
over the Class B 12b-1 fee unless actual expenses attributable to Class B shares
incurred in a subsequent year in which the Class B Plan remained in effect were
less than the Class B 12b-1 fee paid under the Class B Plan in that year.

         3. DISTRIBUTION AND SERVICE FEES. "Distribution" fees are fees paid for
the distribution of the Series' Class B shares, including continuing payments to
registered representatives and dealers for sales of such shares, the costs of
printing and dissemination of sales material or literature, prospectuses used as
sales material and reports or proxy material prepared for the Series' Class B
shareholders to the extent that such material is used in connection with the
sales of the Series' Class B shares, and general overhead of an Underwriter.
"Service" fees are fees paid for services related to the maintenance and
servicing of existing Class B shareholder accounts, including shareholder
liaison services, whether provided by individual representatives, dealers, an
Underwriter or others entitled to receive such fees.

         4. REPORTS TO DIRECTORS. Quarterly and annually in each year that the
Class B Plan remains in effect, the Treasurer of the Fund shall prepare and
furnish to the Board of Directors of the Fund a written report of the amounts so
expended and the purposes for which such expenditures were made under the Class
B Plan. The Board of Directors will promptly review the Treasurer's report.

         5. APPROVAL OF PLAN. The Class B Plan shall become effective with
respect to any Series of the Fund immediately upon the approval by the majority
vote of (a) the Fund's Board of Directors and of the Directors who are not
"interested persons" of the Fund, within the meaning of the 1940 Act, and have
no direct or indirect financial interest in the operation of the Class B Plan or
in any agreements related to the Class B Plan (the "Independent Directors") cast
in person at a meeting called for the purpose of voting on such Class B Plan and
(b) the outstanding Class B voting securities of such Series, voting separately
from any other class or Series of the Fund, which for this purpose is defined in
Section 2(a)(42) of the 1940 Act and means the lesser of (1) more than 50% of
the outstanding shares, or (2) 67% or more of the shares present or represented
at a shareholders meeting if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy, whichever is less.

         6. TERMINATION OF PLAN. The Class B Plan can be terminated by any
Series at any time without the payment of any penalty by vote of a majority of
the Independent Directors or by vote of a majority of the outstanding Class B
voting securities of such Series, voting separately from any other class or
Series of the Fund (as defined in Section 2(a)(42) of the 1940 Act), on not more
than 60 days' written notice to any other party to the Class B Plan.


                                    -  2  -

<PAGE>


         7. AMENDMENTS. Any amendment to increase materially the cost to any
Series of the Fund under the Class B Plan may not be instituted without the
approval of the outstanding Class B voting securities of such Series, voting
separately from any other class or Series of the Fund (as defined in Section
2(a)(42) of the 1940 Act).

         8.       NOMINATION OF DIRECTORS.  While the Class B Plan shall be
in effect, the selection and nomination of the Independent
Directors shall be committed to the discretion of the Independent
Directors then in office.

         9. TERM. The Class B Plan shall remain in effect with respect to any
Series for one year from the date of its approval by the Class B shareholders of
such Series and may continue thereafter only if the Class B Plan is approved at
least annually by either the Board of Directors or by a vote of a majority of
the outstanding Class B voting securities of such Series, voting separately from
any other class or Series of the Fund, and in either case by a majority vote of
the Independent Directors, cast in person at a meeting called for the purpose of
voting on the Class B Plan.

         10. PAYMENTS OUTSIDE OF THE PLAN. To the extent any payments made by
any Series to its investment advisor, its transfer agent or any company
affiliated with an Underwriter, may be deemed to be indirect financing of any
monies paid by the Underwriter or investment advisor out of their own assets for
distribution expenses, such payments are permissible under the Class B Plan.
Permissible payments may include, but are not limited to, the payment by the
Series of investment advisory and service fees.

         11. TREATMENT OF EXPENSES. The Directors, including all of the
Independent Directors, have determined that the Class B 12b-1 fee will not be an
operating expense of the Series. However, while it is expected that the payments
under the Class B Plan will be excluded from each Series' total expenses for
purposes of determining compliance with any state expense limitation, whether
any expenditure under the Class B Plan is subject to any such state expense
limitation will depend upon the nature of the expenditure and the terms of the
state regulation imposing the limitation. In any event, the amounts paid under
the Class B Plan will be an expense for accounting purposes.

Dated:            September 22, 1994



                                    -  3  -

<PAGE>




                    FIRST INVESTORS CASH MANAGEMENT FUND, INC.
                      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 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 TAX-EXEMPT MONEY MARKET FUND, INC.

                            Plan Pursuant to Rule 18f-3



         Each of the above-referenced funds (each a "Fund" and, collectively,
the "Funds") hereby adopt this Plan pursuant to Rule 18f-3 under the Investment
Company Act of 1940, as amended (the "1940 Act"), to address the differing
requirements and preferences of potential investors.

A.  CLASSES OFFERED.  The Funds offer the following classes of
shares:

         1. Class A. Class A shares of each Fund, other than First Investors
Cash Management Fund, Inc. and First Investors Tax-Exempt Money Market Fund,
Inc. (the "Money Market Funds") are sold with an initial sales charge of up to
6.25% of the amount invested, which is waived for certain purchases. Class A
shares of the Money Market Funds are sold at net asset value, with no sales
charge. The minimum initial investment is $1,000, which is likewise waived for
certain purchases. However, the initial minimum investment for IRA accounts is
$250 and the initial minimum investment for shareholders who invest under a
systematic investment plan is $50. Purchases of Class A shares which aggregate
at least $1 million are sold at net asset value. However, if such shares are
redeemed within 24 months of purchase, they are subject to a contingent deferred
sales charge ("CDSC") of 1.00%. Pursuant to a plan of distribution adopted
pursuant to Rule 12b-1 under the 1940 Act ("12b-1 Plan"), Class A shares are
subject to a 12b-1 fee in an amount up to an annual rate of 0.30% of each Fund's
average daily net assets attributable to Class A shares, of which no more than
0.25% may be paid as a service fee and the balance thereof paid as an
asset-based sales charge. These 12b-1 fees are paid to First Investors
Corporation ("FIC") as compensation for distribution- related expenses or
shareholder services.

         2. Class B. Class B shares are sold without an initial sales charge,
but are generally subject to a CDSC which declines in steps from 4% to 0% during
a six-year period. At the time of redemption, the CDSC will be imposed on the
lower of net asset value or the purchase price. The CDSC is waived for certain
purchases. Class B shares automatically convert into Class A shares after eight


<PAGE>


years on the basis of their relative net asset values. The minimum initial
investment is the same as that for Class A shares. Pursuant to a 12b-1 Plan,
Class B shares pay a 12b-1 fee in an amount up to an annual rate of 1.00% of
each Fund's average daily net assets attributable to Class B shares, of which no
more than 0.25% may be paid as a service fee and the balance thereof up to 0.75%
paid as an asset-based sales charge. These 12b-1 fees are paid to FIC as
compensation for distribution-related expenses or shareholder services.

B. EXPENSES. The expenses of the Funds that cannot be attributed to any one Fund
generally are allocated to each Fund based on the relative net assets of the
Funds. Certain expenses that may be attributable to a particular Fund, but not a
particular Class, are allocated based on the relative daily net assets of each
Class. Finally, certain expenses may be attributable to a particular Class of
shares of a Fund ("Class Expenses"). Class Expenses are charged directly to the
net assets of the particular Class and, thus, are borne on a pro rata basis by
the outstanding shares of that Class.

         Examples of Class Expenses may include, but are not limited to, (1)
12b-1 fees, (2) transfer agent fees identified as being attributable to a
specific Class, (3) stationery, printing, postage, and delivery expenses related
to preparing and distributing materials such as shareholder reports,
prospectuses, and proxy statements to current shareholders of a Class, (4) Blue
Sky registration fees incurred by a Class, (5) Securities and Exchange
Commission registration fees incurred by a Class, (6) expenses of administrative
and personnel services as required to support the shareholders of a Class; (7)
trustees' or directors' fees or expenses incurred as a result of issues relating
to one Class, (8) accounting expenses relating solely to one Class, (9)
auditors' fees, litigation expenses, and legal fees and expenses relating to a
Class, and (10) expenses incurred in connection with shareholders meetings as a
result of issues relating to one Class.

C. CLASS DIFFERENCES. Other than the differences as a result of the Class A and
Class B 12b-1 Plans and certain shareholder purchase privileges available to
Class A shareholders (as discussed in the prospectus for each Fund), there are
no material differences in the services offered to each Class. This Rule 18f-3
Plan is qualified and subject to the terms of the then current prospectus for
the applicable Fund; provided, however, that none of the terms set forth in any
such prospectus shall be inconsistent with the terms of the Classes set forth in
this Plan. The prospectus for each Fund contains additional information about
the Classes.

D.  EXCHANGE FEATURE.  Exchanges are not permitted between the
Classes.  However, each Class offers exchange privileges within
that Class.  These exchange privileges may be modified or
terminated by a Fund.


Dated: September 25, 1995


<PAGE>




<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000276461
<NAME> FIRST INVESTORS CASH MANAGEMENT FUND, INC.
<SERIES>
   <NUMBER> 001
   <NAME> CLASS A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                           128592
<INVESTMENTS-AT-VALUE>                          128592
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                     389
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  128981
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          291
<TOTAL-LIABILITIES>                                291
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        128635
<SHARES-COMMON-STOCK>                           128635
<SHARES-COMMON-PRIOR>                           128495
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    128635
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                 7331
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   (857)
<NET-INVESTMENT-INCOME>                           6474
<REALIZED-GAINS-CURRENT>                             7
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                             6481
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (6474)
<DISTRIBUTIONS-OF-GAINS>                           (7)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         270335
<NUMBER-OF-SHARES-REDEEMED>                     277044
<SHARES-REINVESTED>                               6849
<NET-CHANGE-IN-ASSETS>                             140
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            (612)
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 (1443)
<AVERAGE-NET-ASSETS>                            122328
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .053
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              .053
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   1.18
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000276461
<NAME> FIRST INVESTORS CASH MANAGEMENT FUND, INC.
<SERIES>
   <NUMBER> 002
   <NAME> CLASS B
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                              JAN-1-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                           128592
<INVESTMENTS-AT-VALUE>                          128592
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                     389
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  128981
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          291
<TOTAL-LIABILITIES>                                291
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                            55
<SHARES-COMMON-STOCK>                               55
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                        55
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             90
<NUMBER-OF-SHARES-REDEEMED>                         35
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                              55
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                20
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .044
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                              .044
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                   1.93
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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