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<PAGE> PAGE 2
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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<PAGE> PAGE 11
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SIGNATURE PHILIP J. COLLORA
TITLE V.P. AND SECRETARY
<TABLE> <S> <C>
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1999
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000310030
<NAME> CASH EQUIVALENT FUND
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<NAME> MONEY MARKET PORTFOLIO
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<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-START> AUG-01-1998
<PERIOD-END> JUL-31-1999
<INVESTMENTS-AT-COST> 453,477
<INVESTMENTS-AT-VALUE> 453,477
<RECEIVABLES> 2,559
<ASSETS-OTHER> 463
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 456,499
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,969
<TOTAL-LIABILITIES> 1,969
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 454,530
<SHARES-COMMON-STOCK> 454,530
<SHARES-COMMON-PRIOR> 391,861
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 454,530
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 23,025
<OTHER-INCOME> 0
<EXPENSES-NET> (3,799)
<NET-INVESTMENT-INCOME> 19,226
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 19,226
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (19,226)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,213,704
<NUMBER-OF-SHARES-REDEEMED> (2,170,092)
<SHARES-REINVESTED> 19,057
<NET-CHANGE-IN-ASSETS> 62,669
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 896
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,799
<AVERAGE-NET-ASSETS> 448,575
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.04)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .85
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1999
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000310030
<NAME> CASH EQUIVALENT FUND
<SERIES>
<NUMBER> 03
<NAME> TAX-EXEMPT PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-START> AUG-01-1998
<PERIOD-END> JUL-31-1999
<INVESTMENTS-AT-COST> 381,465
<INVESTMENTS-AT-VALUE> 381,465
<RECEIVABLES> 1,564
<ASSETS-OTHER> 110
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 383,139
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,010
<TOTAL-LIABILITIES> 1,010
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 382,129
<SHARES-COMMON-STOCK> 382,129
<SHARES-COMMON-PRIOR> 333,427
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 382,129
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12,525
<OTHER-INCOME> 0
<EXPENSES-NET> (2,368)
<NET-INVESTMENT-INCOME> 10,157
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 10,157
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10,157)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,169,312
<NUMBER-OF-SHARES-REDEEMED> (1,130,697)
<SHARES-REINVESTED> 10,087
<NET-CHANGE-IN-ASSETS> 48,702
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 843
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,368
<AVERAGE-NET-ASSETS> 382,963
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.03)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .62
</TABLE>
REPORT OF INDEPENDENT AUDITORS
Board of Trustees
Kemper Funds
In planning and performing our audit of the financial statements of
each of the Kemper Funds listed in Exhibit A attached hereto (the
"Funds") for the period ended as of the date listed in Exhibit A
attached hereto ("Report Date"), we considered their internal
control, including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, not to provide assurance on internal
control.
The management of the Funds is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets
against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud
may occur and not be detected. Also, projection of any evaluation of
internal control to future periods is subject to the risk that it may
become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the
design or operation of one or more of specific internal control
components does not reduce to a relatively low level the risk that
errors or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters
involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses
as defined above as of Report Date.
This report is intended solely for the information and use of the
board of trustees and management and the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Chicago, Illinois
September 16, 1999
Kemper Funds
Exhibit A
July 31, 1999
Kemper Target Equity Fund -
Kemper Retirement Fund - Series I
Kemper Retirement Fund - Series II
Kemper Retirement Fund - Series III
Kemper Retirement Fund - Series IV
Kemper Retirement Fund - Series V
Kemper Retirement Fund - Series VI
Kemper Retirement Fund - Series VII
Kemper Worldwide 2004 Fund
Kemper Horizon Fund
Kemper Horizon 20+ Portfolio
Kemper Horizon 10+ Portfolio
Kemper Horizon 5 Portfolio
Zurich Money Funds -
Zurich Money Market Fund
Zurich Government Money Fund
Zurich Tax-Free Money Fund
Cash Equivalent Fund -
Money Market Portfolio
Government Securities Portfolio
Tax-Exempt Portfolio
Zurich Yieldwise Funds -
Zurich Yieldwise Money Fund
Zurich Yieldwise Government Money Fund
Zurich Yieldwise Municipal Money Fund
<PAGE>
Cash Equivalent Fund 17
- --------------------------------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
- --------------------------------------------------------------------------------
On December 17, 1998, a special shareholders' meeting was held. Cash Equivalent
Fund shareholders were asked to vote on two separate issues:
approval of the new Investment Management Agreement between the fund and Scudder
Kemper Investments, Inc. and approval to modify or eliminate certain policies
and to eliminate the shareholder approval requirements as to certain other
matters. The second proposal (Proposal #2) did not receive sufficient votes to
approve the proposed changes and the meeting was adjourned. When the meeting
reconvened on January 25, 1999, Proposal #2 did not pass. The following are the
results.
1.) APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE FUND AND
SCUDDER KEMPER INVESTMENTS, INC. THIS ITEM WAS APPROVED.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 716,142,588 5,427,957 16,772,116
Government Securities
Portfolio 348,323,769 4,347,588 5,606,356
Tax-Exempt Portfolio 193,372,477 1,914,877 2,587,851
</TABLE>
2.) TO MODIFY OR ELIMINATE CERTAIN POLICIES AND TO ELIMINATE THE SHAREHOLDER
APPROVAL REQUIREMENT AS TO CERTAIN OTHER MATTERS. THERE WAS AN INSUFFICIENT
NUMBER OF VOTES FOR EACH ITEM. THESE ITEMS WERE NOT APPROVED.
INVESTMENT OBJECTIVES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,736,214 16,454,492 27,119,043
Government Securities
Portfolio 119,994,863 9,558,524 11,105,115
Tax-Exempt Portfolio 85,650,956 9,454,550 5,215,929
</TABLE>
INVESTMENT POLICIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,794,754 16,395,952 27,119,043
Government Securities
Portfolio 120,068,702 9,484,685 11,105,115
Tax-Exempt Portfolio 85,757,255 9,348,251 5,215,929
</TABLE>
DIVERSIFICATION
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 232,392,033 15,798,672 27,119,043
Government Securities
Portfolio 120,290,004 9,263,383 11,105,115
Tax-Exempt Portfolio 85,781,507 9,323,999 5,215,929
</TABLE>
BORROWING
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,802,207 16,388,498 27,119,043
Government Securities
Portfolio 119,788,619 9,764,768 11,105,115
Tax-Exempt Portfolio 85,651,006 9,454,501 5,215,929
</TABLE>
SENIOR SECURITIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 232,531,493 15,659,212 27,119,043
Government Securities
Portfolio 120,230,188 9,323,199 11,105,115
Tax-Exempt Portfolio 85,849,872 9,255,635 5,215,929
</TABLE>
CONCENTRATION
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 232,443,027 15,747,648 27,119,043
Government Securities
Portfolio 120,275,888 9,277,499 11,105,115
Tax-Exempt Portfolio 85,786,191 9,319,315 5,215,929
</TABLE>
UNDERWRITING OF SECURITIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 232,474,582 15,716,123 27,119,043
Government Securities
Portfolio 120,212,884 9,340,503 11,105,115
Tax-Exempt Portfolio 85,831,154 9,274,352 5,215,929
</TABLE>
<PAGE>
Cash Equivalent Fund 18
- --------------------------------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
- --------------------------------------------------------------------------------
INVESTMENT IN REAL ESTATE
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,799,921 16,390,785 27,119,043
Government Securities
Portfolio 120,043,693 9,509,694 11,105,115
Tax-Exempt Portfolio 85,803,731 9,301,776 5,215,929
</TABLE>
PURCHASE OF COMMODITIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,451,989 16,738,717 27,119,043
Government Securities
Portfolio 119,620,520 9,932,868 11,105,115
Tax-Exempt Portfolio 85,756,051 9,349,456 5,215,929
</TABLE>
LENDING
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 232,288,084 15,902,622 27,119,043
Government Securities
Portfolio 119,987,836 9,565,551 11,105,115
Tax-Exempt Portfolio 85,814,993 9,290,513 5,215,929
</TABLE>
MARGIN PURCHASES AND SHORT SALES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 230,895,235 17,295,470 27,119,043
Government Securities
Portfolio 119,515,100 10,038,287 11,105,115
Tax-Exempt Portfolio 85,560,620 9,544,886 5,215,929
</TABLE>
PURCHASES OF SECURITIES OF RELATED ISSUERS
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 232,057,560 16,133,145 27,119,043
Government Securities
Portfolio 119,972,191 9,581,196 11,105,115
Tax-Exempt Portfolio 85,791,607 9,313,900 5,215,929
</TABLE>
PLEDGING OF ASSETS
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,853,618 16,337,088 27,119,043
Government Securities
Portfolio 119,694,192 9,859,195 11,105,115
Tax-Exempt Portfolio 85,668,382 9,437,125 5,215,929
</TABLE>
RESTRICTED AND ILLIQUID SECURITIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,683,134 16,507,572 27,119,043
Government Securities
Portfolio 119,838,201 9,715,186 11,105,115
Tax-Exempt Portfolio 85,708,892 9,396,615 5,215,929
</TABLE>
PURCHASES OF SECURITIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 232,085,300 16,105,406 27,119,043
Government Securities
Portfolio 119,973,761 9,579,626 11,105,115
Tax-Exempt Portfolio 85,810,980 9,294,527 5,215,929
</TABLE>
PURCHASES OF PUTS AND CALLS
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,061,889 17,128,816 27,119,043
Government Securities
Portfolio 119,787,362 9,766,025 11,105,115
Tax-Exempt Portfolio 85,697,643 9,407,864 5,215,929
</TABLE>
INVESTMENT FOR THE PURPOSE OF EXERCISING CONTROL OR MANAGEMENT
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,555,509 16,635,197 27,119,043
Government Securities
Portfolio 120,031,862 9,521,525 11,105,115
Tax-Exempt Portfolio 85,796,616 9,308,891 5,215,929
</TABLE>
INVESTMENT IN MINERAL EXPLORATION
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 230,977,737 17,212,968 27,119,043
Government Securities
Portfolio 119,355,245 10,198,143 11,105,115
Tax-Exempt Portfolio 85,493,340 9,612,167 5,215,929
</TABLE>
INVESTMENT IN ISSUERS WITH SHORT HISTORIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,127,594 17,063,112 27,119,043
Government Securities
Portfolio 119,478,663 10,074,724 11,105,115
Tax-Exempt Portfolio 85,564,338 9,541,169 5,215,929
</TABLE>
<PAGE>
Cash Equivalent Fund 19
- --------------------------------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
- --------------------------------------------------------------------------------
INVESTMENT IN OTHER INVESTMENT COMPANIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 232,206,825 15,983,880 27,119,043
Government Securities
Portfolio 120,063,626 9,489,761 11,105,115
Tax-Exempt Portfolio 85,740,151 9,365,355 5,215,929
</TABLE>
INVESTMENT IN NON-US GOVERNMENT SECURITIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,368,083 16,822,622 27,119,043
Government Securities
Portfolio 119,435,457 10,117,930 11,105,115
Tax-Exempt Portfolio 85,533,771 9,571,736 5,215,929
</TABLE>
INVESTMENT OTHER THAN IN ACCORDANCE WITH OBJECTIVE AND POLICIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 231,054,996 17,135,710 27,119,043
Government Securities
Portfolio 119,357,271 10,196,949 11,104,283
Tax-Exempt Portfolio 85,690,335 9,415,171 5,215,929
</TABLE>
INVESTMENT IN MUNICIPAL SECURITIES
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Money Market Portfolio 232,513,084 15,677,621 27,119,043
Government Securities
Portfolio 120,221,865 9,331,522 11,105,115
Tax-Exempt Portfolio 85,719,736 9,385,771 5,215,929
</TABLE>
2
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\CEF\ima_s98
INVESTMENT MANAGEMENT AGREEMENT
Cash Equivalent Fund
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Money Market Portfolio
Government Securities Portfolio
Ladies and Gentlemen:
CASH EQUIVALENT FUND (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of Trust,
as amended from time-to-time (the "Declaration"), the Board of
Trustees is authorized to issue the Trust's shares of beneficial
interest (the "Shares"), in separate series, or funds. The Board
of Trustees has authorized the Money Market Portfolio and the
Government Securities Portfolio (each a "Fund" and collectively,
the "Funds"). Series may be abolished and dissolved, and
additional series established, from time to time by action of the
Trustees.
The Trust, on behalf of the Funds, has selected you to act as the
investment manager of the Funds and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. In the event the Trust establishes one or more
additional series with respect to which it desires to retain you
to render the services described hereunder, it shall notify you
in writing. If you are willing to render such services, you
shall notify the Trust in writing, whereupon such series shall
become a fund hereunder. Accordingly, the Trust on behalf of the
Funds agrees with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of each Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to each Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Funds:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By- Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of each Fund selecting you as investment
manager and approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Funds, as
applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Funds, you shall provide continuing investment management of
the assets of the Funds in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage each Fund so that it will qualify as a
regulated investment company under Subchapter M of the Code and
regulations issued thereunder. The Funds shall have the benefit
of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-
range investment policy generally available to your investment
advisory clients. In managing the Funds in accordance with the
requirements set forth in this section 2, you shall be entitled
to receive and act upon advice of counsel to the Trust. You shall
also make available to the Trust promptly upon request all of the
Funds' investment records and ledgers as are necessary to assist
the Trust in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall
furnish to regulatory authorities having the requisite authority
any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and
regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by each Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of each Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of each Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Funds such office
space and facilities in the United States as the Funds may
require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Trust
administrative services on behalf of the Funds necessary for
operating as an open end investment company and not provided by
persons not parties to this Agreement including, but not limited
to, preparing reports to and meeting materials for the Trust's
Board of Trustees and reports and notices to Fund shareholders;
supervising, negotiating contractual arrangements with, to the
extent appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Funds' transfer agent; assisting in the
preparation and filing of each Fund's federal, state and local
tax returns; preparing and filing each Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of each Fund
under applicable federal and state securities laws; maintaining
or
causing to be maintained for the Funds all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Funds' custodian or other
agents of the Funds; assisting in establishing the accounting
policies of the Funds; assisting in the resolution of accounting
issues that may arise with respect to the Funds' operations and
consulting with the Funds' independent accountants, legal counsel
and the Funds' other agents as necessary in connection therewith;
establishing and monitoring each Fund's operating expense
budgets; reviewing each Fund's bills; processing the payment of
bills that have been approved by an authorized person; assisting
the Funds in determining the amount of dividends and
distributions available to be paid by each Fund to its
shareholders, preparing and arranging for the printing of
dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent
with such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise
assisting the Trust as it may reasonably request in the conduct
of the Funds' business, subject to the direction and control of
the Trust's Board of Trustees. Nothing in this Agreement shall be
deemed to shift to you or to diminish the obligations of any
agent of the Funds or any other person not a party to this
Agreement which is obligated to provide services to the Funds.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including each Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Funds, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Funds other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Funds' Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of each
Fund: organization expenses of each Fund (including out of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Funds' custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Funds in connection with membership in investment
company trade organizations; fees and expenses of the Funds'
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by each Fund; expenses relating
to investor and public relations; expenses and fees of
registering or qualifying Shares of each Fund for sale; interest
charges, bond premiums and other insurance expense; freight,
insurance and other charges in connection with the shipment of
each Fund's portfolio securities; the compensation and all
expenses (specifically including travel expenses relating to
Trust business) of Trustees, officers and employees of the Trust
who are not affiliated persons of you; brokerage commissions or
other costs of acquiring or disposing of any portfolio securities
of the Funds; expenses of printing and distributing reports,
notices and dividends to shareholders; expenses of printing and
mailing Prospectuses and SAIs of each Fund and supplements
thereto; costs of stationery; any litigation expenses;
indemnification of Trustees and officers of the Trust; and costs
of shareholders' and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of a Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of a
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of a Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that a Fund (or some other party) shall assume some or
all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by a Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Funds shall pay you
in United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .22 of 1
percent of the combined average daily net assets as defined below
of the Funds for such month; provided that, for any calendar
month during which the average of such values exceeds
$500,000,000, the fee payable for that month based on the portion
of the average of such values in excess of $500,000,000 shall be
1/12 of .20 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds $1
billion, the fee payable for that month based on the portion of
the average of such values in excess of $1 billion shall be 1/12
of .175 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds $2
billion, the fee payable for that month based on the portion of
the average of such values in excess of $2 billion shall be 1/12
of .16 of 1 percent of such portion; and provided that, for any
calendar month during which the average of such values exceeds $3
billion, the fee payable for that month based on the portion of
the average of such values in excess of $3 billion shall be 1/12
of .15 of 1 percent of such portion; over (b) the greater of (i)
the amount by which the Funds' aggregate expenses exceed .90 of
1% of the Funds' combined average daily net assets up to $500
million, .80 of 1% of the next $500 million, .75 of 1% of the
next $1 billion and .70 of 1% of combined average daily net
assets over $2 billion or (ii) any compensation waived by you
from time to time (as more fully described below). You shall be
entitled to receive during any month such interim payments of
your fee hereunder as you shall request, provided that no such
payment shall exceed 75 percent of the amount of your fee then
accrued on the books of the Funds and unpaid.
The "average daily net assets" of a Fund shall mean the average
of the values placed on a Fund's net assets as of 4:00 p.m. (New
York time) on each day on which the net asset value of the Fund
is determined consistent with the provisions of Rule 22c-1 under
the 1940 Act or, if the Fund lawfully determines the value of its
net assets as of some other time on each business day, as of such
time. The value of the net assets of a Fund shall always be
determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of such Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If a Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
You agree that your gross compensation for any fiscal year shall
not be greater than an amount which, when added to other expenses
of the Funds, shall cause the aggregate expenses of the Funds to
exceed on an annual basis .90 of 1% of the Funds' combined
average daily net assets up to $500 million, .80 of 1% of the
next $500 million, .75 of 1% of the next $1 billion and .70 of
1% of combined average daily net assets over $2 billion. Except
to the extent that such amount has been reflected in reduced
payments to you, you shall refund to the Funds the amount of any
payment received in excess of the limitation pursuant to this
section 5 as promptly as practicable after the end of such fiscal
year, provided that you shall not be required to pay the Funds an
amount greater than the fee paid to you in respect of such year
pursuant to this Agreement. As used in this section 5, "expenses"
shall mean those expenses included in the applicable expense
limitation having the broadest specifications thereof, and
"expense limitation" means a limit on the maximum annual expenses
which may be incurred by an investment company determined (i) by
multiplying a fixed percentage by the average, or by multiplying
more than one such percentage by different specified amounts of
the average, of the values of an investment company's net assets
for a fiscal year or (ii) by multiplying a fixed percentage by an
investment company's net investment income for a fiscal year.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
fee, or any limitation of the Funds' expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Funds, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for each
Fund's account with brokers or dealers selected by you in
accordance with Fund policies as expressed in the Registration
Statement. If any occasion should arise in which you give any
advice to clients of yours concerning the Shares of a Fund, you
shall act solely as investment counsel for such clients and not
in any way on behalf of such Fund.
Your services to the Funds pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever a Fund and one
or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Funds recognize
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the
Funds.
7. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the
Trust agrees that you shall not be liable under this Agreement
for any error of judgment or mistake of law or for any loss
suffered by a Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall
be deemed to protect or purport to protect you against any
liability to the Trust, the Funds or their shareholders to which
you would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your duties,
or by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until September 30, 1999, and continue in
force from year to year thereafter with respect to each Fund, but
only so long as such continuance is specifically approved for
each Fund at least annually (a) by the vote of a majority of the
Trustees who are not parties to this Agreement or interested
persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, and
(b) by the Trustees of the Trust, or by the vote of a majority of
the outstanding voting securities of such Fund. The aforesaid
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to a Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of such Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to a Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
such Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
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 whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Cash Equivalent Fund" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of a Fund,
or Trustee, officer, employee or agent of the Trust, shall be
subject to claims against or obligations of the Trust or of a
Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of each Fund pursuant
to this Agreement shall be limited in all cases to each Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of a Fund or
any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause a Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Funds.
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
CASH EQUIVALENT FUND, on
behalf of
Money Market Portfolio
Government Securities
Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
C:\TEMP\~ME00000.DOC
INVESTMENT MANAGEMENT AGREEMENT
Cash Equivalent Fund
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Tax-Exempt Portfolio
Ladies and Gentlemen:
CASH EQUIVALENT FUND (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of
Trust, as amended from time-to-time (the "Declaration"), the
Board of Trustees is authorized to issue the Trust's shares of
beneficial interest (the "Shares"), in separate series, or funds.
The Board of Trustees has authorized Tax-Exempt Portfolio (the
"Fund"). Series may be abolished and dissolved, and additional
series established, from time to time by action of the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By- Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment
manager and approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as
applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act upon advice of counsel to the Trust. You shall also make
available to the Trust promptly upon request all of the Fund's
investment records and ledgers as are necessary to assist the
Trust in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall
furnish to regulatory authorities having the requisite authority
any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and
regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund's
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund's
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .22 of 1
percent of the average daily net assets as defined below of the
Fund for such month; provided that, for any calendar month during
which the average of such values exceeds $500,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $500,000,000 shall be 1/12 of .20 of 1
percent of such portion; provided that, for any calendar month
during which the average of such values exceeds $1 billion, the
fee payable for that month based on the portion of the average of
such values in excess of $1 billion shall be 1/12 of .175 of 1
percent of such portion; provided that, for any calendar month
during which the average of such values exceeds $2 billion, the
fee payable for that month based on the portion of the average of
such values in excess of $2 billion shall be 1/12 of .16 of 1
percent of such portion; and provided that, for any calendar
month during which the average of such values exceeds $3 billion,
the fee payable for that month based on the portion of the
average of such values in excess of $3 billion shall be 1/12 of
.15 of 1 percent of such portion; over (b) the greater of (i) the
amount by which the Fund's expenses exceed 1.5% of average daily
net assets up to $30 million and 1% of average daily net assets
over $30 million or (ii) any compensation waived by you from time
to time (as more fully described below). You shall be entitled to
receive during any month such interim payments of your fee
hereunder as you shall request, provided that no such payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
You agree that your gross compensation for any fiscal year shall
not be greater than an amount which, when added to other expenses
of the Fund, shall cause the aggregate expenses of the Fund to
exceed on an annual basis 1.5% of average daily net assets up to
$30 million and 1% of average daily net assets over $30 million.
Except to the extent that such amount has been reflected in
reduced payments to you, you shall refund to the Fund the amount
of any payment received in excess of the limitation pursuant to
this section 5 as promptly as practicable after the end of such
fiscal year, provided that you shall not be required to pay the
Fund an amount greater than the fee paid to you in respect of
such year pursuant to this Agreement. As used in this section 5,
"expenses" shall mean those expenses included in the applicable
expense limitation having the broadest specifications thereof,
and "expense limitation" means a limit on the maximum annual
expenses which may be incurred by an investment company
determined (i) by multiplying a fixed percentage by the average,
or by multiplying more than one such percentage by different
specified amounts of the average, of the values of an investment
company's net assets for a fiscal year or (ii) by multiplying a
fixed percentage by an investment company's net investment income
for a fiscal year.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund's
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of yours concerning the Shares of the Fund, you shall act solely
as investment counsel for such clients and not in any way on
behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the
Trust agrees that you shall not be liable under this Agreement
for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall
be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until September 30, 1999, and continue in
force from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
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 whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Cash Equivalent Fund" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of the
Fund, or Trustee, officer, employee or agent of the Trust, shall
be subject to claims against or obligations of the Trust or of
the Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
CASH EQUIVALENT FUND, on
behalf of Tax-Exempt Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
