File No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ......... Post-Effective Amendment No. .........
(Check appropriate box or boxes)
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Exact Name of Registrant as Area Code and Telephone Number:
Specified in Charter:
Principal Cash Management Fund, Inc. (800) 247-4123
Address of Principal Executive Offices: (Number, Street, City, State, Zip Code)
711 High Street, Des Moines, Iowa 50392
Name and Address of Agent for Service: With a copy to:
Michael D. Roughton John W. Blouch
Counsel Jones & Blouch L.L.P.
Principal Cash Management Fund, Inc. 1025 Thomas Jefferson Street, N.W.
711 High Street Suite 405 West
Des Moines, Iowa 50392 Washington, D.C. 20007
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement.
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Title of Securities Being Registered: Class A Common Stock,
par value $.01 per share.
No filing fee is required because of reliance on Section 24(f) under the
Investment Company Act of 1940, as amended.
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It is proposed that this filing will become effective on March 1, 1999, pursuant
to Rule 488.
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<PAGE>
PRINCIPAL CASH MANAGEMENT FUND, INC.
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(a) UNDER THE SECURITIES ACT OF 1933
FORM N-14 PROXY STATEMENT AND
ITEM NO. PROSPECTUS CAPTION
PART A
Item 1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus...................Cross Reference Sheet; Cover Page
Item 2. Beginning and Outside Back Cover
Page of Prospectus...........................Table of Contents
Item 3. Fee Table, Synopsis Information and
Risk Factors...................Summary; Principal Risk Factors
Item 4. Information about the Transaction......................... The Plan
Item 5. Information about the Registrant......Incorporation of Documents by
Reference in the Prospectus
Item 6. Information about the Company Being
Acquired.........................Incorporation of Documents by
Reference in the Prospectus
Item 7. Voting Information............ Introduction and Voting Information
Item 8. Interest of Certain Persons and
Experts.........................................Not Applicable
Item 9. Additional Information Required for
Reoffering by Persons Deemed to be
Underwriters....................................Not Applicable
PART B
Item 10. Cover Page................................Cover Page of Statement of
Additional Information
Item 11. Table of Contents................ Table of Contents of Statement of
Additional Information
<PAGE>
Item 12. Additional Information about the
Registrant..................Statement of Additional Information
of Principal Cash Management Fund,
Inc. dated March 1, 1999.
Item 13. Additional Information about the
Company Being Acquired.. Statement of Additional Information
of Principal Tax-Exempt Cash
Management Fund, Inc., dated
March 1, 1999.
Item 14. Financial Statements................Financial Statements as noted in
the Statement of Additional
Information
PART C
Item 15. Indemnification......................................Indemnification
Item 16. Exhibits....................................................Exhibits
Item 17. Undertakings............................................Undertakings
<PAGE>
[LOGO]
The Principal Mutual Funds
March 1, 1999
Dear Shareholder:
The Board of Directors of Principal Tax-Exempt Cash Management Fund has
called a special meeting of shareholders for April 7, 1999 to vote on an
Agreement and Plan of Acquisition which provides for the combination of the
Tax-Exempt Fund with Principal Cash Management Fund. If the Plan is approved by
shareholders and implemented, you will cease to own shares of the Tax- Exempt
Fund and will become the owner of an equal number of Class A shares of the Cash
Management Fund.
Both Funds are money-market funds which invest only in short-term
securities, seek a high a level of income and strive to maintain a stable net
asset value per share of $1.00. The principal difference between the two Funds
is that the Tax-Exempt Fund invests primarily for income exempt from federal
income tax while the Cash Management Fund invests for taxable income.
On the following pages you will find a brief overview of the Plan, the
notice of the meeting and a complete prospectus/proxy statement. No matter how
many shares you own, it is important that you read these materials and complete
and mail the proxy ballot in the enclosed postage- paid envelope as soon as you
can. As an alternative, you may telephone toll-free 1-800-944-8454 or you may
fax a copy of your proxy ballot to 515-235-9235(this is not a toll-free number).
We appreciate your taking the time to respond on this important matter. If
you have any questions, please call our shareholder services department
toll-free at 1-800-247-4123.
Sincerely,
Stephan L. Jones
President
Principal Tax-Exempt Cash Management Fund, Inc.
<PAGE>
[LOGO]
The Principal Mutual Funds
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE
PROPOSAL
Please read the complete prospectus/proxy statement. For your convenience,
we are providing this brief overview of the Agreement and Plan of Acquisition on
which you are being asked to vote.
What will happen if shareholders approve the Plan and it becomes effective?
At the effective time, which is scheduled for 3:00 p.m. C.D.T. on April 8,
1999, Principal Cash Management Fund, Inc. (Cash Management Fund) will
acquire all the assets and assume all the liabilities of Principal
Tax-Exempt Cash Management Fund, Inc. (Tax-Exempt Fund) and will issue to the
Tax-Exempt Fund shares of its Class A common stock having a value equal to the
net assets acquired. Immediately thereafter, the Tax-Exempt Fund will distribute
those shares to its shareholders and thereby redeem all its outstanding shares.
You will receive Class A shares of the Cash Management Fund equal in number and
value to the shares of the Tax-Exempt Fund which you own at the effective time.
The acquisition will not dilute the value of your shares.
Why has the Board decided to recommend the combination of the Tax-Exempt Fund
with the Cash Management Fund?
The Tax-Exempt Fund was organized in 1987 at the request of a broker-dealer
subsidiary of Principal Life Insurance Company primarily as an investment
alternative for cash balances of clients of that subsidiary. Principal Life sold
the subsidiary in January 1998. Since then, there have been substantial
redemptions from the Tax-Exempt Fund, and its net assets have declined by more
than 60%. The Board considered that the small asset size of the Tax-Exempt fund
and its lack of expected asset growth would result in a lack of economies of
scale. The Board also considered that the tax-equivalent yield of the Tax-Exempt
Fund generally has been less than the yield of the Cash Management Fund.
How have the Funds performed in relation to each other?
For the 7-day period ended January 25, 1999, the yield for the Class A
shares of the Tax-Exempt Fund was 2.06%, and the yield for the Class A shares of
the Cash Management Fund was 4.61%. The following table shows, for each of
five tax brackets, the average annualized tax-equivalent yield of the
Tax-Exempt Fund for the 7-day period ended January 25, 1999.
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<PAGE>
<TABLE>
<CAPTION>
Tax Bracket
<S> <C> <C> <C> <C> <C>
15% 28% 31% 36% 39.6%
--- --- --- --- -----
Tax-equivalent yield 2.42% 2.86% 2.99% 3.22% 3.41%
</TABLE>
What are the advantages of the acquisition?
Because the Cash Management Fund is substantially larger than the
Tax-Exempt Fund, the Board believes that shareholders will benefit from
economies of scale.
Who will pay the fees and expenses incurred by the Funds in connection with the
Plan?
Principal Management Corporation, the manager of the Funds, will bear all
out-of- pocket fees and expenses incurred by the Funds in connection with the
transactions contemplated by the Plan.
Do the Funds have similar investment objectives, policies and procedures?
The investment objectives, policies and restrictions of the two Funds are
substantially similar. Both Funds are money-market funds and both invest in
short-term securities and strive to maintain their respective net asset values
at $1.00 per share. The principal difference between the two funds is that the
Tax-Exempt Fund invests primarily for income exempt from federal income tax and
the Cash Management Fund invests for taxable income. The Funds have the same
distribution, purchase and redemption procedures, the same dividend payment and
reinvestment procedures and the same exchange rights.
How do the expense structures of the Funds compare?
The Funds have the same contractual rates for management fees. The Cash
Management Fund, however, pays a lower rate than the Tax-Exempt Fund because its
larger size qualifies it for reduced rates that apply to larger amounts of net
assets. As a percentage of average daily net assets and before any applicable
fee waivers, for the year ended October 31, 1998, the Tax-Exempt Fund had total
operating expenses of 0.81%, which included a management fee of 0.50%, and the
Cash Management Fund had total operating expenses of 0.56%, which included a
management fee of 0.38%.
What will be the size of the Cash Management Fund after the transaction?
As of January 25, 1999, the Tax-Exempt Fund had net assets of $26.7
million, and the Cash Management Fund had net assets of $333.9 million. The net
assets of the Tax-Exempt Fund represent less than 10% of the net assets of
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<PAGE>
the Cash Management Fund, and the manager of the Funds believes that their
transfer will permit them to be managed more efficiently and will not have any
adverse effect on the Cash Management Fund.
What are the federal tax implications?
The transactions contemplated by the Plan will not result in a tax-free
"reorganization" under the Internal Revenue Code. The Funds, however, have
obtained an opinion from tax counsel to the effect that no gain or loss will be
recognized by either Fund or its shareholders in connection with the
transactions contemplated by the Plan and that your tax cost basis will not
change, although your holding period will begin anew at the effective time.
What do I do if I wish to maintain an investment in a tax-exempt fund?
Principal Tax-Exempt Bond Fund will offer to exchange its Class A shares
without a sales charge for your shares of the Tax-Exempt Fund or the shares of
the Cash Management Fund issued in exchange for those shares. The exchange offer
will commence on the day after the shareholders approve the Plan and will
continue until June 1,1999.
Has the Board of Directors approved the Plan?
Yes. The Board of Directors of each of the Funds has approved the Plan. The
Board of Directors of the Tax-Exempt Fund recommends that you vote in favor of
the Plan.
What if there are not enough votes to reach a quorum by the scheduled date of
the shareholder meeting?
Although we expect to have a quorum for the meeting, if a quorum is not
obtained, the meeting will be postponed to allow time to solicit additional
proxies from shareholders. We urge you to vote promptly after reviewing the
enclosed material so that the meeting is not delayed.
How many votes am I entitled to cast?
You are entitled to one vote for each share of the Tax-Exempt Fund owned on
the record date, February 25, 1999. The number of shares that you owned on that
date is stated on the enclosed proxy ballot.
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<PAGE>
How do I vote my shares?
Voting is easy. You can vote your shares by completing and signing the
enclosed proxy ballot and mailing it in the enclosed postage paid envelope or
faxing a copy to 515-235-9235(this is not a toll-free number). You may also call
toll-free 1-800-944-8454. If you need any assistance or have any questions
concerning the Plan or how to vote your shares, please call Principal Management
Corporation at 1-800- 247-4123.
How do I sign the proxy ballot?
Individual Accounts: Shareholders should sign exactly as their names appear
in the account registration shown on the proxy ballot.
Joint Accounts: Either owner may sign, but the name of the person
signing should conform exactly to a name that appears
in the account registration shown on the proxy ballot.
All Other Accounts: The person signing must indicate his or her capacity.
For example, a trustee for a trust or other entity
should sign, "John A. Doe, Trustee."
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<PAGE>
PRINCIPAL TAX-EXEMPT CASH MANAGEMENT FUND, INC.
Des Moines, Iowa 50392-0200
------------
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
To be held on April 7, 1999
-----------
To the Shareholders:
Notice hereby is given that a special meeting of the shareholders of
Principal Tax-Exempt Cash Management Fund, Inc. (Tax-Exempt Fund) will be held
at 2:00 p.m. C.D.T., on April 7, 1999, at the offices of Principal Management
Corporation, 680 8th Street, Des Moines, Iowa 50392-0200. The meeting is being
held to consider and vote on the following matter as well as any other business
that may properly come before the meeting or any adjournment:
1. Approval of an Agreement and Plan of Acquisition among the Tax-Exempt Fund,
Principal Cash Management Fund, Inc. and Principal Management Corporation, and
the transactions contemplated thereby, pursuant to which the Cash Management
Fund would acquire all the assets and assume all the liabilities of the
Tax-Exempt Fund and issue in exchange shares of its Class A common stock, and
the Tax-Exempt Fund would distribute those shares to its shareholders in
redemption of all its outstanding shares and then dissolve.
You are entitled to notice of and to vote at the meeting, and any
adjournment, if you owned shares of the Tax-Exempt Fund at the close of business
on February 25, 1999, the record date for the meeting.
Your vote is important. No matter how many shares you own, please read the
attached prospectus/proxy statement, and vote today.
For the Board of Directors
Arthur S. Filean
Vice-President and Secretary
March 1, 1999
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<PAGE>
PRINCIPAL CASH MANAGEMENT FUND, INC.
PRINCIPAL TAX-EXEMPT CASH MANAGEMENT FUND, INC.
PROSPECTUS/PROXY STATEMENT
This prospectus/proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Principal Tax- Exempt Cash
Management Fund, Inc. (the "Tax- Exempt Fund") for use at a special meeting of
the shareholders of the Tax-Exempt Fund, to be held at 2:00 p.m. C.D.T., on
April 7, 1999, at the offices of Principal Management Corporation, 680 8th
Street, Des Moines, Iowa 50392-0200, and at any adjournment of the meeting.
At the meeting, Tax-Exempt Fund shareholders ("you") will vote on an
Agreement and Plan of Acquisition. Under the Plan, if approved, Principal Cash
Management Fund, Inc. (the "Cash Management Fund") will acquire all the assets
and assume all the liabilities of the Tax-Exempt Fund and issue in exchange
shares of its Class A common stock. The Tax-Exempt Fund will immediately redeem
all its outstanding shares by distributing the Cash Management Fund shares to
you. As a result, you will own the same number of shares in the Cash Management
Fund as you owned in the Tax-Exempt Fund at the effective time. The Funds'
manager, Principal Management Corporation, is also a party to the Plan and has
agreed to pay all expenses incurred by the Funds in connection with the Plan.
Both Funds are Maryland corporations organized by Principal Life Insurance
Company ("Principal Life") and registered as open-end, diversified management
investment companies under the Investment Company Act of 1940 (the "Investment
Company Act"). Both are money market funds which strive to maintain a stable net
asset value of $1.00 per share. The Cash Management Fund's investment objective
is to seek as high a level of income available from short-term securities as is
considered consistent with preservation of principal and maintenance of
liquidity. The Tax-Exempt Fund has a similar investment objective, but it
generally invests only in securities which pay interest income that is exempt
from federal income tax.
This prospectus/proxy statement sets forth concisely the information you
should know before voting on the proposed Plan. You should retain it for future
reference.
The prospectuses and Statements of Additional Information for the Cash
Management Fund and the Tax-Exempt Fund dated March 1, 1999 and the Statement of
Additional Information dated March 1, 1999 relating to this proxy
statement/prospectus have been filed with the Securities and Exchange Commission
("SEC") and are available without charge by writing to the Funds or their
manager at their principal executive offices, 680 8th Street, Des Moines, Iowa
50392-0200 or by telephoning toll-free 1-800-247-4123. The prospectuses of the
Cash Management Fund and Tax-Exempt Fund and the Statement of Additional
Information relating to this proxy statement/prospectus are incorporated herein
by reference. A copy of the Cash Management Fund prospectus accompanies this
prospectus.
The shares of the Funds are not deposits or obligations of any bank, are
not endorsed or guaranteed by any bank, and are not insured or guaranteed by the
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other
U.S. government agency.
An investment in either Fund is neither insured nor guaranteed by the U.S.
government and there can be no assurance that either Fund will be able to
maintain a stable net asset value of $1.00 per share.
_____________________
The SEC has not approved or disapproved of these securities or passed upon
the adequacy of this prospectus/proxy statement. Any representation to the
contrary is a criminal offense. _____________________
The date of this prospectus/proxy statement
is March 1, 1999
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<PAGE>
PROSPECTUS/PROXY STATEMENT
TABLE OF CONTENTS
INTRODUCTION AND VOTING INFORMATION........................................ 3
Special Meeting; Voting of Proxies; Adjournment................... 3
Proxy Solicitation.................................................4
Revocation of Proxies..............................................4
Additional Information.............................................4
SUMMARY.....................................................................5
The Plan...........................................................5
Reasons for the Plan...............................................5
Investment Objectives and Policies.................................5
Management Fees and Other Operating Expenses...................... 6
Purchases and Exchanges............................................6
Redemption Procedures and Fees.....................................7
Dividends and Distributions; Automatic Reinvestment............... 7
Federal Income Tax Consequences of the Proposed Combination....... 7
Costs and Expenses.................................................7
Continuation of Shareholder Accounts...............................7
Exchange Offer.....................................................8
PRINCIPAL RISK FACTORS......................................................8
THE PLAN....................................................................8
Agreement and Plan of Acquisition..................................8
Description of Securities to Be Issued.............................10
Reasons for the Proposed Combination...............................10
Federal Income Tax Consequences....................................11
Capitalization.....................................................11
COMPARISON OF INVESTMENT OBJECTIVES,
POLICIES AND RESTRICTIONS...................................................12
ADDITIONAL INFORMATION ABOUT THE FUNDS..................................... 13
PROPOSALS OF SHAREHOLDERS.................................................. 14
OTHER BUSINESS..............................................................14
APPENDIX A: Form of Agreement and Plan of Acquisition
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<PAGE>
INTRODUCTION AND VOTING INFORMATION
Special Meeting; Voting of Proxies; Adjournment
We are furnishing this prospectus/proxy statement to you as shareholders of
the Tax-Exempt Fund in connection with the solicitation by the Board of
Directors of the Fund of proxies to be used at a special meeting of the
shareholders of the Fund to be held on April 7, 1999 and at any adjournment
thereof. The purpose of the meeting is to vote on an Agreement and Plan of
Acquisition to which the Tax-Exempt Fund, the Cash Management Fund and the
manager of those Funds, Principal Management Corporation, are parties. The Plan
provides for the combination of the Tax-Exempt Fund with the Cash Management
Fund, as more fully described below. The prospectus/proxy statement is first
being furnished to shareholders on or about March 1, 1999.
The Board of Directors of the Tax-Exempt Fund has approved the Plan and
recommends that the shareholders of the Tax-Exempt Fund vote FOR the Plan and
the transactions which it contemplates.
Shareholders of record of the Tax-Exempt Fund at the close of business on
February 25, 1999, the record date, are entitled to vote at the meeting. As of
the record date, the Tax-Exempt Fund had shares outstanding and entitled to be
voted. Shareholders are entitled to one vote for each share held. A quorum must
be present for the transaction of business at the meeting. The holders of record
of a one-third of the shares outstanding at the close of business on the record
date present in person or represented by proxy will constitute a quorum for the
meeting. The approval of the Plan requires the affirmative vote of a majority of
all the votes entitled to be cast by shareholders of the Tax-Exempt Fund.
Abstentions and broker non-votes (proxies from brokers or nominees indicating
that they have not received instructions from the beneficial owners on an item
for which the broker or nominee does not have discretionary power) are counted
toward a quorum but do not represent votes cast for the Plan or any other issue.
If the shareholders of the Tax-Exempt Fund do not approve the Plan, the Funds
will consider possible alternative arrangements, and Principal Management
Corporation will continue to manage the Tax-Exempt Fund.
<TABLE>
<S> <C> <C>
To vote your shares: by mail - return your proxy ballot in the
enclosed postage-paid envelope
by fax - fax to 515-235-9235
(this is not a toll-free number)
by telephone - call toll-free 1-800-944-8454
</TABLE>
The proxies will vote in accordance with your direction, as indicated on
your proxy ballot, if the proxy ballot is received and is properly executed. If
you properly execute your proxy and give no voting instructions with respect to
the Plan, the proxies will vote your shares in favor of the Plan. The proxies,
in their discretion, may vote upon such other matters as may properly come
before the meeting. We are not aware of any other matters to come before the
meeting.
If either (i) a quorum is not present at the Meeting or (ii) a quorum is
present but sufficient votes in favor of approving the Plan are not received by
12:00 Noon C.D.T., April 7, 1999, then the persons named as proxies in the
enclosed form of proxy may propose one or more adjournments of the meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of at least a majority of the Tax-Exempt Fund Shares
represented, in person or by proxy, at the session of the meeting to be
adjourned. The proxies will vote those proxies that they
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<PAGE>
are required to vote FOR the Plan in favor of such an adjournment and will vote
those proxies required to be voted AGAINST the Plan against such an adjournment.
Proxy Solicitation
We will solicit proxies primarily by mail. Additional solicitations may be
made by telephone, facsimile or personal contact by officers or employees of the
Tax-Exempt Fund or Principal Management Corporation who will not be specially
compensated for these services. Principal Management Corporation will bear the
costs of the meeting, including costs of preparing and mailing the notice, the
prospectus/proxy statement, and the proxy, and of soliciting proxies. Banks,
brokers, and other persons holding Tax-Exempt Fund shares as nominees will be
reimbursed for their reasonable expenses incurred in sending proxy materials to
and obtaining voting information from the beneficial owners of those shares.
The vote of the shareholders of the Cash Management Fund is not being
solicited, because their approval or consent is not necessary for the approval
of the Plan.
Revocation of Proxies
You may revoke your proxy: (i) at any time prior to the proxy's exercise by
sending written notice to the Secretary of the Tax-Exempt Fund, at 680 8th
Street, Des Moines, Iowa, 50392-0200 prior to the meeting; (ii) by the
subsequent execution and return of another proxy prior to the meeting; or (iii)
by being present and voting in person at the meeting after giving oral notice of
revocation to the Chairman of the meeting.
Additional Information
On January 25, 1999, the directors and officers of the Tax-Exempt Fund
together owned less than 1% of the outstanding shares. Principal Life, Des
Moines, Iowa, 50392-0200, an Iowa life insurance company and the parent of the
manager of the Funds, owned of record and beneficially, either directly or
through subsidiaries, 8.8 % of the outstanding shares of the Cash Management
Fund (including 8.7 % of the Class A shares) and 3.8 % of the outstanding shares
of the Tax-Exempt Fund and, based on those holdings, would own at the effective
time 8.4 % of the outstanding shares of the Cash Management Fund (8.4 % of the
Class A shares). Dolores A. Staples, 1054 19th Street, West Des Moines, Iowa
50265, owned 7.0 % of the outstanding shares of the Tax-Exempt Fund and, based
on that holding, would own at the effective time .005% of the outstanding shares
of the Cash Management Fund. The Funds do not know of any other person who owned
at the record date, or will own at the effective time, of record or beneficially
5% or more of the outstanding shares of either Fund.
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<PAGE>
SUMMARY
The following is a summary of certain information contained or incorporated
by reference in this prospectus/proxy statement. It is qualified in its entirety
by the more detailed information appearing elsewhere or incorporated by
reference in this prospectus/proxy statement.
The Plan
You are being asked to approve the Plan, which provides for the combination
of the Tax- Exempt Fund with the Cash Management Fund. Under the Plan, at the
effective time on the closing date, the Cash Management Fund will acquire all
the assets and assume all the liabilities of the Tax- Exempt Fund and issue to
the Tax-Exempt Fund shares of its Class A common stock having a value equal to
the net assets acquired. Immediately thereafter, the Tax Exempt Fund will
distribute all the Cash Management Fund shares to its shareholders and thereby
redeem all its outstanding shares. Each Tax-Exempt Fund shareholder will receive
Cash Management Fund shares equal in number and value to the shares of the
Tax-Exempt Fund held by the shareholder at the effective time. We expect the
effective time will be 3:00 p.m. C.D.T. on April 8, 1999.
Reasons for the Plan
We believe that the Plan will provide shareholders of the Tax-Exempt Fund
with an investment in a larger money-market fund with a more favorable expense
ratio and greater possibilities for economies of scale than are likely with the
Tax-Exempt Fund. The yield of the Cash Management Fund has generally been higher
than the tax-equivalent yield of the Tax-Exempt Fund. For example, for the 7-day
period ended January 25, 1999, the yield for the Class A shares of the Cash
Management Fund was 4.61% and the tax-equivalent yield for the Tax-Exempt Fund
was 3.41% (assuming a tax rate of 39.6%). The Board, including a majority of the
directors who are not interested persons of the Fund, has determined that the
Plan is consistent with the best interests of the Fund and its shareholders,
that the terms of the Plan are fair and reasonable and that the interests of the
shareholders of the Fund will not be diluted as a result of the transactions
contemplated by the Plan.
Investment Objectives and Policies
Both the Tax-Exempt Fund and the Cash Management Fund are money-market
funds and both invest in short-term securities and strive to maintain their
respective net asset values at $1.00 per share. Their investment objectives,
policies and restrictions are substantially similar. The principal difference
between the two Funds is that the Tax-Exempt Fund generally invests only in
securities that pay interest which is exempt from federal income tax while the
Cash Management Fund invests in securities that pay taxable interest.
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<PAGE>
Management Fees and Other Operating Expenses
The operating expenses attributable to the Class A shares of the Funds (as
a percentage of the average daily net assets and before any applicable waivers)
for the fiscal year ended October 31, 1998 were as follows:
<TABLE>
<CAPTION>
Cash
Tax-Exempt Fund Management
Fund
<S> <C> <C>
Management Fees: 0.50% 0.38%
Other Expenses: 0.31% 0.18%
----- -----
Total Fund
Operating 0.81% 0.56%
Expenses:
</TABLE>
The manager of the Funds voluntarily waived a portion of its fee for the
Class A shares of the Tax-Exempt Fund until October 31, 1998. With the fee
waiver, total fund operating expenses were 0.72% for the Tax-Exempt Fund.
The following is an example of the effect of the operating expenses of the
Funds. Although your actual costs may be higher or lower, you would pay the
following expenses on a $10,000 investment in the Class A shares of the Funds,
assuming (1) a 5% annual return, (2) the Fund's operating expenses (before any
applicable reimbursement) remain the same, and (3) you redeem all of your shares
at the end of the periods shown.
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Tax-Exempt Fund $594 $847 $1,119 $1,893
Cash Management Fund 556 727 914 1,452
</TABLE>
Purchases and Exchanges Each Fund offers its shares for sale through
Princor Financial Services Corporation, a broker- dealer that is also the
principal underwriter for the Funds, or other dealers which it selects. Class A
shares of the Funds are offered to the public without a sales charge at the net
asset value next determined after receipt of an order. Both Funds strive to
maintain a constant net asset value per share of $1.00.
Class A shares of both Funds may be exchanged for Class A or Class B shares
of other funds sponsored by Principal Life Insurance Company. If Class A shares
of another fund are acquired
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upon exchange, a sales charge will be imposed if the Class A shares being
exchanged were acquired by direct purchase, and a sales charge will not be
imposed if the Class A shares being exchanged were acquired by exchange from
other funds, conversion of Class B shares or reinvestment of dividends earned on
Class A shares. If Class A shares of the Funds are exchanged for Class B shares
of other funds, the shares acquired will be subject to the applicable contingent
deferred sales charge imposed by the new fund; however, the holding period of
the Class A shares exchanged is added to the holding period of the Class B
shares for purposes of determining the applicable charge.
Redemption Procedures and Fees
Shares of the Funds may be redeemed without charge at a price equal to the
net asset value of the shares next computed following the receipt of a request
for redemption in proper form. The Funds generally pay redemption proceeds on
the next business day after receipt of the request.
Dividends and Distributions; Automatic Reinvestment
The Funds declare dividends of all their daily net investment income each
day the net asset value per share is determined. Dividends are paid daily and
are automatically reinvested in Fund shares.
Federal Income Tax Consequences of the Proposed Combination
The combination will not be a tax-free "reorganization" under the Internal
Revenue Code of 1986, as amended (the "Code"). In the opinion of tax counsel to
the Funds, however, no gain or loss will be recognized by either Fund or its
shareholders, in connection with the combination, and the tax cost basis of the
Cash Management Fund shares received by Tax-Exempt Fund shareholders will equal
the tax cost basis of their shares in the Tax-Exempt Fund, although their
holding period will begin anew at the effective time of the combination.
Costs and Expenses
Principal Management Corporation will bear all out-of-pocket fees and
expenses incurred by the Funds in connection with the transactions contemplated
by the Plan.
Continuation of Shareholder Accounts
At the effective time, you will cease to be a shareholder of the Tax-Exempt
Fund and will become a shareholder of the Cash Management Fund owning the same
number of Class A shares of the Cash Management Fund as you had owned of the
Tax-Exempt Fund at the effective time.
-7-
<PAGE>
Exchange Offer
Principal Tax-Exempt Bond Fund, Inc. will offer to exchange its Class A
shares without a sales charge for shares of the Tax-Exempt Fund or the shares of
the Cash Management Fund issued in exchange for those shares. The exchange offer
is designed to provide a tax-exempt investment alternative. It will commence on
the day after the shareholders approve the Plan and will continue until June 1,
1999.
PRINCIPAL RISK FACTORS
Because their investment objectives, policies and restrictions are
substantially similar, the Funds are subject to similar risks. These risks are
those typically associated with investing in money market funds. The Funds'
yields will vary with changes in short-term interest rates and their investments
are subject to the ability of the issuer to pay interest and principal when due.
Both Funds may enter into repurchase agreements. Repurchase agreements
carry certain risks not associated with direct investments in securities,
including possible decline in the market value of the underlying securities and
delays and costs to the Fund if the other party to the repurchase agreement
becomes insolvent.
THE PLAN
Agreement and Plan of Acquisition
The terms of the Plan are summarized below. The summary is qualified in its
entirety by reference to the Plan, a copy of which is attached as Appendix A.
Under the Plan, the Cash Management Fund will acquire all the assets and
assume all the liabilities of the Tax-Exempt Fund and will issue to the
Tax-Exempt Fund the number of shares of Class A Common Stock of the Cash
Management Fund that have a net asset value equal to the net asset value of the
Tax-Exempt Fund. We expect that the closing date will be April 8, 1999 and that
the effective time will be the close of regular trading on the New York Stock
Exchange at 4:00 P.M., Eastern Time, on that date. The Funds will determine
their net asset values as of the effective time using the procedures described
in the Cash Management Fund's prospectus. Because both Funds are money-market
funds that maintain a stable net asset value of $1.00 per share, the Cash
Management Fund will issue to the Tax-Exempt Fund a number of shares equal to
the number of shares of the Tax-Exempt Fund outstanding at the effective time.
The Tax-Exempt Fund will be managed such that at the effective time it will hold
only cash or other securities that are eligible investments for the Cash
Management Fund.
Immediately after the effective time, the Tax-Exempt Fund will distribute
its Cash Management Fund shares to you in exchange for all your outstanding
Tax-Exempt Fund shares. Each Tax-Exempt Fund shareholder will receive shares of
the Cash Management Fund that are equal
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<PAGE>
in number and value to the shares of the Tax-Exempt Fund that are given up
by the shareholder in the exchange. In connection with the exchange, the Cash
Management Fund will credit on its books an appropriate number of its shares to
the account of each Tax-Exempt Fund shareholder, and the Tax-Exempt Fund will
cancel on its books all its shares registered to the account of that
shareholder. Any outstanding certificate for Tax-Exempt Fund shares that is not
surrendered will be deemed to represent the number of Cash Management Fund
shares for which the Tax-Exempt shares have been exchanged. After the effective
time, the Tax-Exempt Fund will dissolve in accordance with applicable law.
The consummation of the transactions contemplated by the Plan is subject to
the approval of the Plan by the shareholders of the Tax-Exempt Fund, the
continued correctness at the closing of the representations and warranties of
the Tax-Exempt Fund in the Plan and the delivery by the Tax- Exempt Fund to the
Cash Management Fund of a list of assets and liabilities being transferred. The
Plan may be amended in any manner mutually-agreeable to the Funds, except that
no amendment may be made to the Plan which in the opinion of the Board of
Directors of the Tax-Exempt Fund would materially adversely affect the interests
of the shareholders of that Fund. Either Fund may terminate the Plan at any time
before the effective time if it believes that consummation of the transactions
contemplated by the Plan would not be in the best interests of its shareholders.
Principal Management Corporation, the manager of the Funds, will pay all
fees and out-of- pocket expenses incurred by the Funds in connection with the
transactions contemplated by the Plan.
Principal Tax-Exempt Bond Fund, Inc. will offer to exchange its Class A
shares without a sales charge for shares of the Tax-Exempt Fund or shares of the
Cash Management Fund issued in exchange for shares of the Tax-Exempt Fund. The
exchange offer will permit you, if you wish, to maintain your investment in a
tax-exempt fund. The exchange offer will commence the day after the Plan is
approved by the shareholders of the Tax-Exempt Fund and continue until June 1,
1999.
Like the Funds, the Bond Fund is a Maryland corporation that is registered
as an open-end, diversified management investment company under the Investment
Company Act. It is also managed by Principal Management Corporation. The Bond
Fund's principal investment objective is to seek as high a level of current
income exempt from federal income tax as is consistent with preservation of
capital. The Bond Fund seeks to achieve its objective primarily through the
purchase of investment grade quality, tax-exempt fixed income obligations. Class
A shares of the Bond Fund are sold with a sales charge which is 4.75% on
purchases up to $50,000 and declines to no fee on purchases of more than $1
million. The charge will not be deducted in connection with the exchange.
Purchases of over $1 million of Class A shares are subject to a contingent
deferred sales charge at the rate of .75% if redeemed within 18 months of
purchase. For purposes of this charge, the Bond Fund will deem shares acquired
upon exchange to have been acquired at the time you purchased your Tax-Exempt
Fund shares. There is a 12b-1 fee at the annual rate of up to .25% of the Bond
Fund's average net assets attributable to Class A shares. As of January 25,
1999, the Bond Fund had approximately $214 million in net assets.
-9-
<PAGE>
Description of Securities to Be Issued
The Class A Shares of the Cash Management Fund are shares of common stock,
par value $.01 per share. They have the same rights with respect to the Cash
Management Fund as the Class A Shares of the Tax-Exempt Fund have with respect
to the Tax-Exempt Fund. Each share is entitled to one vote and has equal rights
with every other share as to dividends, earnings, voting, assets and redemption.
There is no cumulative voting for directors. Shares are fully paid and
non-assessable, have no preemptive or conversion rights and are freely
transferable. Each fractional share has proportionately the same rights as are
provided for a full share.
Reasons For the Proposed Combination
The Tax-Exempt Fund was established in 1987 at the request of Principal
Financial Securities, Inc. (PFS), then an affiliated broker-dealer and indirect
subsidiary of Principal Life. A primary purpose of the Tax-Exempt Fund was to
serve as an investment alternative available for cash balances in accounts of
PFS customers. PFS was sold in January, 1998. Between the time of the sale of
PFS and October 31, 1998, the assets of the Tax-Exempt Fund declined from
approximately $76 million to approximately $26 million, and the assets of the
Cash Management Fund, which was also used extensively for cash balances of PFS
customers, declined from approximately $763 million to approximately $309
million. The Funds believe that the net redemptions of $50 million from the
Tax-Exempt Fund and $454 million from the Cash Management Fund are attributable
primarily to redemptions by PFS clients. Because the Tax-Exempt Fund was created
primarily for the purpose of serving the clients of PFS and because of the
substantial net redemptions that the Funds have experienced since the sale of
PFS, the Funds concluded that the combination contemplated by the Plan would be
in the best interests of each of the Funds and their respective shareholders.
The Plan has been approved by the Board of Directors of each of the Funds,
including a majority of the directors of each Fund who are not "interested
persons" of that Fund as defined in Section 2(a)(19) of the Investment Company
Act. In approving the Plan, the Boards considered the substantial similarity of
the investment objectives of the two Funds and determined that interests of the
existing shareholders of their respective Funds will not be diluted as a result
of the transactions contemplated by the Plan. The Tax-Exempt Fund Board
considered the following factors, among others, in determining whether to
recommend that you approve the Plan:(1) possible alternatives to the Plan; (2)
the terms and conditions of the Plan and whether it would result in dilution of
shareholder interests; (3) the advantage to the Tax-Exempt Fund shareholders of
investing in a larger asset pool with greater diversification; (4) any direct or
indirect costs incurred by the Tax-Exempt Fund and the Cash Management Fund as a
result of the Plan; (5) expense ratios and available information regarding the
fees and expenses of the Tax-Exempt Fund and the Cash Management Fund; (6) tax
consequences of the Plan; (7) the compatibility of the investment objectives of
the Funds; and (8) the likelihood that the shareholders of the Tax-Exempt Fund
would prefer the option of selecting between the Cash Management Fund, which
does not seek current interest income
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<PAGE>
exempt from federal income taxation, and the Bond Fund, which is not a
money-market fund, to maintaining their interests in the Tax-Exempt Fund.
The tax-equivalent yield of the Tax-Exempt Fund generally has been less
than the yield of the Cash Management Fund. For the 7-day period ended January
25, 1999, the yield for the Class A shares of the Tax-Exempt Fund was 2.06%, the
yield for the Class A shares of the Cash Management Fund was 4.61%. The
following table shows, for each of five tax brackets, the average annualized
tax-equivalent yield of the Tax-Exempt Fund for the 7-day period ended January
25, 1999.
<TABLE>
<CAPTION>
Tax Bracket
<S> <C> <C> <C> <C> <C>
15% 28% 31% 36% 39.6%
--- --- --- --- -----
Tax-equivalent yield 2.42% 2.86% 2.99% 3.22% 3.41%
</TABLE>
Federal Income Tax Consequences
To be considered a tax-free "reorganization" under the applicable
provisions of the Code, a reorganization must exhibit a continuity of business
enterprise. Because the Cash Management Fund will not use the Tax-Exempt Fund's
assets in its business or continue the Tax-Exempt Fund's historic business, the
combination of the Tax-Exempt Fund with the Cash Management Fund will not
exhibit a continuity of business enterprise. Therefore, the combination will not
be considered a tax-free "reorganization," under applicable provisions of the
Code. Although the combination will not be considered a tax-free
"reorganization," in the opinion of tax counsel to the Funds, no gain or loss
will be recognized by either Fund or its shareholders, in connection with the
combination, and the tax cost basis of the Cash Management Fund shares received
by Tax-Exempt Fund shareholders will equal the tax cost basis of their shares in
the Tax-Exempt Fund, although their holding periods will begin anew with the
combination. The foregoing is only a summary of the principal federal income tax
consequences of the combination and should not be considered to be tax advice.
There can be no assurance that the Internal Revenue Service will concur on all
or any of the issues discussed above. You may wish to consult with your own tax
advisers regarding the federal, state, and local tax consequences with respect
to the foregoing matters and any other considerations which may apply in your
particular circumstances.
Capitalization
The following tables show the capitalization of the Tax-Exempt Fund and the
Cash Management Fund separately, as of January 25, 1999, and combined in the
aggregate (unaudited), as of that date, giving effect to the Plan:
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<PAGE>
<TABLE>
<CAPTION>
Tax-Exempt Cash
Fund Management Combined
Fund
<S> <C> <C> <C>
Net Assets: $26,678,427 $333,911,502 $360,589,929
Net Asset Value
Per Share: $1.00 $1.00 $1.00
Shares Outstanding: 26,678,427 333,911,502 360,589,929
</TABLE>
COMPARISON OF INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS
The investment objectives of the Funds are fundamental and certain
investment restrictions which are designated as such in the Funds' prospectus or
statement of additional information are fundamental policies that may not be
changed without approval by the holders of the lesser of: (i) 67% of the fund's
shares present or represented at a shareholder's meeting at which the holders of
more than 50% of such shares are present or represented by proxy; or (ii) more
than 50% of the outstanding shares of the Fund. All other investment policies
and restrictions are not fundamental and may be changed by a Fund's Board of
Directors without shareholder approval.
The investment objectives of the Cash Management Fund and the Tax-Exempt
Fund are substantially similar. The investment objective of the Tax-Exempt Fund
is to seek, through investment in a professionally managed portfolio of
high-quality, short-term municipal obligations, as high a level of current
interest income exempt from federal income tax as is consistent with stability
of principal and maintenance of liquidity. The investment objective of the Cash
Management Fund is to seek as high a level of income available from short-term
securities as is considered consistent with preservation of principal and
maintenance of liquidity by investing in a portfolio of money-market
instruments. The principal difference between the two Funds is that the
Tax-Exempt Fund invests primarily in tax-exempt municipal securities, i.e.,
municipal obligations that are issued by or on behalf of state or local
governments or other public authorities and that pay interest which is exempt
from federal income tax, and the Cash Management Fund invests primarily in
taxable securities, such as U.S. Government securities, U.S. Government agency
securities, bank obligations, commercial paper, short-term corporate debt,
repurchase agreements and taxable municipal obligations.
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<PAGE>
Both Funds are money-market funds that strive to maintain a stable net
asset value of $1.00 per share. Both are required to follow stringent
requirements under the Investment Company Act, including those set forth in Rule
2a-7, which requires, in part, that a money-market fund may neither purchase any
instrument with a remaining maturity of greater than 397 calendar days nor
maintain a dollar-weighted average portfolio maturity that exceeds 90 days. Rule
2a-7 also imposes certain portfolio quality and diversification requirements.
The Funds have substantially similar investment policies and restrictions.
For example, in order to utilize effectively cash reserves kept for liquidity,
each may invest in repurchase agreements, but neither will enter into repurchase
agreements that do not mature within seven days if any such investment, together
with other illiquid securities held by the Fund, would amount to more than 10%
of its assets. The primary differences arise in connection with: (i) the lending
of portfolio securities - the Tax-Exempt Fund, but not the Cash Management Fund,
may lend its portfolio securities to unaffiliated broker-dealers and other
unaffiliated qualified financial institutions (up to 30% of its assets); (ii)
warrants - the Tax-Exempt Fund, but not the Cash Management Fund, may invest in
warrants (up to 5% of its assets); and (iii) borrowing. Both Funds may borrow
money, but only from banks for temporary or emergency purposes. The Tax-Exempt
Fund may borrow in an amount which permits it to maintain a 300% asset coverage.
While any such borrowing exceeds 5% of the Fund's total assets, the Fund may not
make additional purchases of investment securities. If due to market
fluctuations or other reasons the Fund's asset coverage falls below 300% of its
borrowings, the Fund will reduce its borrowings within 3 business days. The Cash
Management Fund may borrow only in an amount not exceeding the lesser of (i) 5%
of the value of its assets, or (ii) 10% of the value of its net assets taken at
cost at the time the borrowing is made.
The Cash Management Fund's investment restrictions are all fundamental
policies except for the restriction dealing with investments in real estate
limited partnership interests. The Tax- Exempt Fund's investment restrictions
are all fundamental policies except for those dealing with investments in
illiquid securities, purchasing securities of issuers with less than three
year's operations, investing in securities of other investment companies,
pledging, mortgaging or hypothecating assets, investing in companies for
purposes of exercising control or management, writing or purchasing put or call
options and investing in real estate limited partnership interests.
ADDITIONAL INFORMATION ABOUT THE FUNDS
Additional information about the Funds is available in their annual reports
to shareholders for the year ended October 31, 1998 and in the following
documents which have been filed with the SEC: prospectus and statement of
additional information for the Tax-Exempt Fund, both dated March 1, 1999;
prospectus and statement of additional information for the Cash Management Fund,
both dated March 1, 1999; and statement of additional information for the
registration statement of which this prospectus/proxy statement is a part, dated
March 1, 1999. You may obtain copies of the
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<PAGE>
annual reports to shareholders, the prospectuses and the statements of
additional information by contacting Princor Financial Services Corporation at
Des Moines, Iowa 50392-0200, or by telephoning shareholder services toll-free at
1-800-247-4123.
Each of the Funds is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and the Investment Company Act, as
applicable. Accordingly, each files, reports, proxy materials and other
information with the SEC. You can inspect those reports, proxy materials and
other information at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D. C. 20549. Copies of such material also
can be obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D. C. 20549, at prescribed rates, or at no charge from the
EDGAR database on the Commission's website at "www.sec.gov."
PROPOSALS OF SHAREHOLDERS
A shareholder who has an issue that he or she would like to have included
in the agenda at a shareholder meeting should send the proposal to the Fund at
the Principal Financial Group, Des Moines, Iowa 50392-0200. To be considered for
presentation at a shareholders meeting, the proposal must be received a
reasonable time before a solicitation is made for such meeting. Timely
submission of a proposal does not necessarily mean that such proposal will be
included.
OTHER BUSINESS
We do not know of any business to be brought before the meeting other than
the matters set forth in this prospectus/proxy statement. Should any other
matter requiring a vote of shareholders arise, however, the proxies will vote
thereon according to their best judgment.
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<PAGE>
APPENDIX A:
AGREEMENT AND PLAN OF ACQUISITION
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<PAGE>
AGREEMENT AND PLAN OF ACQUISITION
THIS AGREEMENT made as of the 25th day of January, 1999 is made by and
among Principal Cash Management Fund, Inc., a Maryland corporation (hereinafter
called "Cash Management"), Principal Tax-Exempt Cash Management Fund, Inc., a
Maryland corporation (hereinafter called "Tax-Exempt Cash Management"), and
Principal Management Corporation, an Iowa corporation (hereinafter called
"Principal Management").
WITNESSETH:
Whereas the Board of Directors of Cash Management and the Board of
Directors of Tax- Exempt Cash Management, each an open-end management investment
company, deem it advisable that Cash Management acquire all of the assets of
Tax-Exempt Cash Management in exchange for the assumption by Cash Management of
all of the liabilities of Tax-Exempt Cash Management and shares issued by Cash
Management which are thereafter to be distributed by Tax-Exempt Cash Management
pro rata to its shareholders in complete liquidation and termination of
Tax-Exempt Cash Management and in exchange for all of Tax-Exempt Cash
Management's outstanding shares;
NOW, THEREFORE, in consideration of the mutual promises herein contained, each
of the parties hereto represents and warrants to, and agrees with each of the
other parties as follows:
1. Cash Management hereby represents and warrants to Tax-Exempt Cash
Management that:
(a) Cash Management is a corporation with transferable shares duly
organized and validly existing under the laws of Maryland and has full power to
own its properties and assets and to carry on its business as such business is
now being conducted;
(b) Cash Management's statement of assets and liabilities as of October
31,1998 and the related statements of operations and changes in net assets for
the fiscal year ended October 31, 1998, all as certified by Ernst & Young LLP,
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis. Such statement of assets and liabilities fairly
presents the financial position and net assets of Cash Management as of such
date and such statements of operations and changes in net assets fairly present
the results of its operations for the period covered thereby,
(c) There are no claims, actions, suits or proceedings pending or, to its
knowledge, threatened against or affecting Cash Management or its properties or
business or its right to issue and sell shares, or which would prevent or hinder
consummation of the transactions contemplated hereby, and it is not charged
with, or to Cash Management's knowledge, threatened with, any charge or
investigation of any violation of any provision of any federal, state or local
law or any administrative ruling or regulation relating to any aspect of its
business or the issuance or sale of its shares;
A-1
<PAGE>
(d) Cash Management is not a party to or subject to any judgment or decree
or order entered in any suit or proceeding brought by any governmental agency or
by any other person enjoining it in respect of, or the effect of which is to
prohibit, any business practice or the acquisition of any property or the
conduct of business by it or the issuance or sale of its shares in any area;
(e) Cash Management has filed all tax returns required to be filed, has no
liability for any unpaid taxes and has made a proper election to be treated as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986 (the "Code") for each of its taxable years. Cash Management has not
committed any action or failed to perform any necessary action that would render
invalid its election to be treated as a regulated investment company for any of
its taxable years;
(f) The authorization, execution and delivery of this Agreement on behalf
of Cash Management does not, and the consummation of the transactions
contemplated hereby will not, violate or conflict with any provision of Cash
Management's Articles of Incorporation or Bylaws, or any provision of, or result
in the acceleration of any obligation under, any mortgage, lien, lease,
agreement, instrument, order, arbitration award, judgment or decree to which it
is party or by which it or any of its assets is bound, or violate or conflict
with any other material contractual or statutory restriction of any kind or
character to which it is subject;
(g) This Agreement has been duly authorized, executed, and delivered by
Cash Management and constitutes a valid and binding agreement of Cash Management
and all governmental and other approvals required for Cash Management to carry
out the transactions contemplated hereunder have been or on or prior to the
Closing Date (as herein after defined) will have been obtained;
(h) Cash Management is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company. Cash Management is currently in compliance with the 1940 Act and the
rules of the Securities and Exchange Commission promulgated thereunder. Neither
Cash Management nor its affiliates have violated Section 9 of the 1940 Act, are
currently subject to an exemptive order of the Securities and Exchange
Commission pursuant to Section 9(c) of the 1940 Act, or are currently subject to
any current or threatened investigation or enforcement action by the Securities
and Exchange Commission or any other federal or state authority which could
result in a violation of Section 9(a) of the 1940 Act;
(i) On the Closing Date, Cash Management will own its assets free and clear
of all liens, claims, charges, options and encumbrances;
(j) Cash Management will declare to shareholders of record on or prior to
the Closing Date a dividend or dividends which, together with all previous such
dividends, shall have the effect of distributing to its shareholders all of its
income (computed without regard to any
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<PAGE>
deduction for dividends paid) and all of its net realized capital gains, if
any, as of the Closing Date;
(k) On the Closing Date the shares of Cash Management to be delivered to
Tax-Exempt Cash Management hereunder shall have been registered under the
Securities Act of 1933, as amended (the "1933 Act") and duly authorized, and,
when issued and delivered pursuant to this Agreement, will be validly issued,
fully paid and nonassessable; and Cash Management will comply with all
applicable laws in connection with the issuance of such shares and shall not be
subject to a stop-order of the Securities and Exchange Commission in connection
therewith.
2. Tax-Exempt Cash Management hereby represents and warrants to Cash
Management that:
(a) Tax-Exempt Cash Management is a corporation with transferable shares
duly organized and validly existing under the laws of Maryland and has full
power to own its properties and assets and to carry on its business as such
business is now being conducted;
(b) Tax-Exempt Cash Management's statement of assets and liabilities as of
October 31, 1998 and the related statements of operations and changes in net
assets for the fiscal year ended October 31,1998, all as certified by Ernst &
Young LLP, have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis. Such statement of assets and
liabilities fairly presents the financial position and net assets of Tax-Exempt
Cash Management as of that date and such statements of operations and changes in
net assets fairly present the results of its operations for the periods covered
thereby.
(c) There are no claims, actions, suits or proceedings pending or, to its
knowledge, threatened against or affecting Tax-Exempt Cash Management or its
properties or business or its tight to issue and sell shares, or which would
prevent or hinder consummation of the transactions contemplated hereby, and it
is not charged with, or to Tax-Exempt Cash Management's knowledge, threatened
with, any charge or investigation of any violation of any provision of any
federal, state or local law or any administrative ruling or regulation relating
to any aspect of its business or the issuance or sale of its shares;
(d) Tax-Exempt Cash Management is not party to or subject to any judgment
or decree or order entered in any suit or proceeding brought by any governmental
agency or by any other persons enjoining it in respect of, or the effect of
which is to prohibit, any business practice or the acquisition of any property
or the conduct of business by it or the issuance or sale of its shares in any
area;
(e) Tax-Exempt Cash Management has filed all tax returns required to be
filed, has no liability for any unpaid taxes and has made a proper election to
be treated as a regulated
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<PAGE>
investment company under Subchapter M of the Code for each of its taxable years.
Tax- Exempt Cash Management has not committed any action or failed to perform
any necessary action that would render invalid its election to be treated as a
regulated investment company for any of its taxable years;
(f) The authorization, execution and delivery of this Agreement on behalf
of Tax-Exempt Cash Management does not, and the consummation of the transactions
contemplated hereby will not, violate or conflict with any provision of
Tax-Exempt Cash Management's Articles of Incorporation or Bylaws, or any
provision of, or result in the acceleration of any obligation under, any
mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment
or decree to which it is party or by which it or any of its assets is bound, or
violate or conflict with any other material contractual or statutory restriction
of any kind or character to which it is subject;
(g) This Agreement has been duly authorized, executed, and delivered by
Tax-Exempt Cash Management and constitutes a valid and binding agreement of
Tax-Exempt Cash Management, and all governmental and other approvals required
for Tax-Exempt Cash Management to carry out the transactions contemplated
hereunder have been or on or prior to the Closing Date will have been obtained;
(h) On the Closing Date Tax-Exempt Cash Management will own its assets free
and clear of all liens, claims, charges, options, and encumbrances and, except
for the Management Agreement, Investment Service Agreement, Distribution
Agreement, Distribution and Shareholder Servicing Agreement and the Custodian
Agreement with Bank of New York, there will be no material contracts or
agreements (other than this Agreement) outstanding to which Tax-Exempt Cash
Management is a party or to which it is subject;
(i) On the Closing Date Tax-Exempt Cash Management will have full right,
power and authority to sell, assign and deliver the assets to be sold, assigned,
transferred and delivered to Cash Management hereunder, and upon delivery and
payment for such assets, Cash Management will acquire good, marketable title
thereto free and clear of all liens, claims, charges, options and encumbrances;
(j) Tax-Exempt Cash Management will declare to shareholders of record on or
prior to the Closing Date a dividend or dividends which, together with all
previous such dividends, shall have the effect of distributing to the
shareholders all of its income (computed without regard to any deduction for
dividends paid) and all of its net realized capital gains, if any, as of the
Closing; and
(k) Tax-Exempt Cash Management will, from time to time, as and when
requested by Cash Management, execute and deliver or cause to be executed and
delivered all such assignments and other instruments, and will take and cause to
be taken such further action, as Cash Management may deem necessary or desirable
in order to vest in and confirm to Cash Management title to and possession of
all the assets of Tax-Exempt
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<PAGE>
Cash Management to be sold, assigned, transferred and delivered hereunder and
otherwise to carryout the intent and purpose of this Agreement.
3. Based on the respective representations and warranties, subject to the
terms and conditions contained herein, Tax-Exempt Cash Management agrees to
transfer to Cash Management and Cash Management agrees to acquire from
Tax-Exempt Cash Management, all of the assets of Tax-Exempt Cash Management on
the Closing Date and to assume from Tax-Exempt Cash Management all of the
liabilities of Tax-Exempt Cash Management in exchange for the issuance of the
number of shares of Cash Management provided in Section 4 which will be
subsequently distributed pro rata to the shareholders of Tax-Exempt Cash
Management in complete liquidation and termination of Tax- Exempt Cash
Management and in exchange for all of Tax-Exempt Cash Management's outstanding
shares. Tax-Exempt Cash Management shall not issue, sell or transfer any of its
shares after the Closing Date, and only redemption requests received by
Tax-Exempt Cash Management in proper form prior to the Closing Date shall be
fulfilled by Tax-Exempt Cash Management. Redemption requests received by
Tax-Exempt Cash Management thereafter shall be treated as requests for
redemption of those shares of Cash Management allocable to the shareholder in
question as provided in Section 6 of this Agreement.
4. On the Closing Date, Cash Management will issue to Tax-Exempt Cash
Management a number of full and fractional shares of Cash Management, taken at
their then net asset value, having an aggregate net asset value equal to the
aggregate value of the net assets of Tax-Exempt Cash Management. The aggregate
value of the net assets of Tax-Exempt Cash Management and Cash Management shall
be determined in accordance with the then current Prospectus of Cash Management
as of closing of the New York Stock Exchange on the Closing Date.
5. The closing of the transactions contemplated in this Agreement (the
"Closing") shall be held at the offices of Principal Management, 680 8th Street,
Des Moines, Iowa 50392- 0200 (or at such other place as the parties hereto may
agree) at 3:00 p.m. Central Daylight Time on April 8, 1999 or on such earlier or
later date as the parties hereto may mutually agree. The date on which the
Closing is to be held as provided in this Agreement shall be known as the
"Closing Date."
In the event that on the Closing Date (a) the New York Stock Exchange is
closed for other than customary week-end and holiday closings or (b) trading on
said Exchange is restricted or (c) an emergency exists as a result of which it
is not reasonably practicable for Cash Management or Tax-Exempt Cash Management
to fairly determine the value of its assets, the Closing Date shall be postponed
until the first business day after the day on which trading shall have been
fully resumed.
6. As soon as practicable after the Closing, Tax-Exempt Cash Management
shall (a) distribute on a pro rata basis to the shareholders of record of
Tax-Exempt Cash
A-5
<PAGE>
Management at the close of business on the Closing Date the shares of Cash
Management received by Tax-Exempt Cash Management at the Closing in exchange for
all of Tax- Exempt Cash Management's outstanding shares, and (b) be liquidated
and dissolved in accordance with applicable law and its Articles of
Incorporation.
For purposes of the distribution of shares of Cash Management to
shareholders of Tax-Exempt Cash Management, Cash Management shall credit on the
books of Cash Management an appropriate number of shares of Cash Management to
the account of each shareholder of Tax-Exempt Cash Management. Cash Management
will issue a certificate or certificates only upon request and, in the case of a
shareholder of Tax- Exempt Cash Management whose shares are represented by
certificates, only upon surrender of such certificates. No certificates will be
issued for fractional shares of Cash Management. After the Closing Date and
until surrendered, each outstanding certificate which, prior to the Closing
Date, represented shares of Tax-Exempt Cash Management, shall be deemed for all
purposes of Cash Management's Articles of Incorporation and Bylaws to evidence
the appropriate number of shares of Cash Management to be credited on the books
of Cash Management in respect of such shares of Tax-Exempt Cash Management as
provided above.
7. Subsequent to the execution of this Agreement and prior to the Closing
Date, Tax- Exempt Cash Management shall deliver to Cash Management a list
setting forth the assets to be assigned, delivered and transferred to Cash
Management, including the securities then owned by Tax-Exempt Cash Management
and the respective federal income tax bases (on an identified cost basis)
thereof, and the liabilities to be assumed by Cash Management pursuant to this
Agreement.
8. All of Tax-Exempt Cash Management's portfolio securities shall be
delivered by Tax- Exempt Cash Management's custodian on the Closing Date to Cash
Management or its custodian, either endorsed in proper form for transfer in such
condition as to constitute good delivery thereof in accordance with the practice
of brokers or, if such securities are held in a securities depository within the
meaning of Rule 17f-4 under the 1940 Act, transferred to an account in the name
of Cash Management or its custodian with said depository. All cash to be
delivered pursuant to this Agreement shall be transferred from Tax-Exempt Cash
Management's account at its custodian to Cash Management's account at its
custodian. If on the Closing Date Tax-Exempt Cash Management is unable to make
good delivery pursuant to this Section 8 to Cash Management's custodian of any
of Tax- Exempt Cash Management's portfolio securities because such securities
have not yet been delivered to Tax-Exempt Cash Management's custodian by its
brokers or by the transfer agent for such securities, then the delivery
requirement of this Section 8 with respect to such securities shall be waived,
and Tax-Exempt Cash Management shall deliver to Cash Management's custodian on
or by said Closing Date with respect to said undelivered securities executed
copies of an agreement of assignment in a form satisfactory to Cash Management,
and a due bill or due bills in form and substance satisfactory to the
A-6
<PAGE>
custodian, together with such other documents including brokers' confirmations,
as may be reasonably required by Cash Management.
9. The obligations of Cash Management under this Agreement shall be subject
to receipt by Cash Management on or prior to the Closing Date of:
(a) Copies of the resolutions adopted by the Board of Directors of
Tax-Exempt Cash Management and its shareholders authorizing the execution of
this Agreement by Tax- Exempt Cash Management and the transactions contemplated
hereunder, certified by the Secretary or Assistant Secretary of Tax-Exempt Cash
Management;
(b) A certificate of the Secretary or Assistant Secretary of Tax-Exempt
Cash Management as to the signatures and incumbency of its officers who executed
this Agreement on behalf of Tax-Exempt Cash Management and any other documents
delivered in connection with the transactions contemplated thereby on behalf of
Tax-Exempt Cash Management;
(c) A certificate of an appropriate officer of Tax-Exempt Cash Management
as to the fulfillment of all agreements and conditions on its part to be
fulfilled hereunder at or prior to the Closing Date and to the effect that the
representations and warranties of Tax- Exempt Cash Management are true and
correct in all material respects at and as of the Closing Date as if made at and
as of such date; and
(d) Such other documents, including an opinion of counsel, as Cash
Management may reasonably request to show fulfillment of the purposes and
conditions of this Agreement.
10. The obligations of Tax-Exempt Cash Management under this Agreement
shall be subject to receipt by Tax-Exempt Cash Management on or prior to the
Closing Date of:
(a) Copies of the resolutions adopted by the Board of Directors of Cash
Management authorizing the execution of this Agreement and the transactions
contemplated hereunder, certified by the Secretary or Assistant Secretary of
Cash Management,
(b) A certificate of the Secretary or Assistant Secretary of Cash
Management as to the signatures and incumbency of its officers who executed this
Agreement on behalf of Cash Management and any other documents delivered in
connection with the transactions contemplated thereby on behalf of Cash
Management,
(c) A certificate of an appropriate officer of Cash Management as to the
fulfillment of all agreements and conditions on its part to be fulfilled
hereunder at or prior to the Closing Date and to the effect that the
representations and warranties of Cash Management are true and correct in all
material respects at and as of the Closing Date as if made at and as of such
date; and
A-7
<PAGE>
(d) Such other documents, including an opinion of counsel, as Tax-Exempt
Cash Management may reasonably request to show fulfillment of the purposes and
conditions of this Agreement.
11. The obligations of the parties under this Agreement shall be subject
to:
(a) Any required approval, at a meeting duly called for the purpose, of the
holders of the outstanding shares of Tax-Exempt Cash Management of this
Agreement and the transactions contemplated hereunder, and
(b) The right to abandon and terminate this Agreement, if either party to
this Agreement believes that the consummation of the transactions contemplated
hereunder would not be in the best interests of its shareholders.
12. Except as expressly provided otherwise in this Agreement, Principal
Management will pay or cause to be paid all out-of pocket fees and expenses
incurred by Tax-Exempt Cash Management or Cash Management in connection with the
transactions contemplated under this Agreement, including, but not limited to,
accountants' fees, legal fees, registration fees, printing expenses, transfer
taxes (if any) and the fees of banks and transfer agents. This obligation shall
survive the termination or expiration of this Agreement regardless of the
consummation of the transactions contemplated hereunder.
13. This Agreement may be amended by an instrument executed by both the
duly authorized officers of Cash Management and Tax-Exempt Cash Management at
any time, except that after approval by the shareholders of Tax-Exempt Cash
Management no amendment may be made with respect to the Agreement which in the
opinion of the Board of Directors of Tax-Exempt Cash Management materially
adversely affects the interests of the shareholders of Tax-Exempt Cash
Management. At any time either party hereto may by written instrument signed by
it (i) waive any inaccuracies in the representations and warranties made to it
contained herein and (ii) waive compliance with any of the covenants or
conditions made for its benefit contained herein.
14. In addition to the right to terminate this Agreement described in
paragraph 11, this Agreement may be terminated and the plan described in the
Agreement abandoned at any time prior to the Closing Date, whether before or
after action thereon by the shareholders of Tax-Exempt Cash Management and
notwithstanding favorable action by such shareholders, by mutual consent of the
Board of Directors of Cash Management and the Board of Directors of Tax-Exempt
Cash Management. This Agreement may also be terminated by action of the Board of
Directors of Cash Management or the Board of Directors of Tax-Exempt Cash
Management (the "Terminating Fund"), if:
(a) The plan described in the Agreement shall not have become effective by
August 6, 1999 (hereinafter called the "Final Date") unless such Final Date
shall have been changed by mutual agreement; or
A-8
<PAGE>
(b) Cash Management shall, at the Final Date, have failed to comply
with any of its agreements; or
(c) Prior to the Final Date any one or more of the conditions to the
obligations of Cash Management contained in this Agreement shall
not be fulfilled to the reasonable satisfaction of Tax-Exempt Cash
Management and its counsel or it shall become evident to
Tax-Exempt Cash Management that any of such conditions are
incapable of being fulfilled.
15. This Agreement shall bind and inure to the benefit of the
parties hereto and is not intended to confer upon any other
person any rights or remedies hereunder.
16. The parties hereto represent and warrant that they have not
employed any broker, finder or intermediary in connection with
this transaction who might be entitled to a finder's fee or
other similar fee or commission.
17. All prior or contemporaneous agreements and representations
are hereby merged into this Agreement, which constitutes the
entire contract between the parties hereto.
18. This Agreement shall be governed by and construed in
accordance with the laws of the State of Iowa.
19. This Agreement maybe executed in one or more counterparts, all
of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts
has been signed by all parties hereto.
20. Principal Management shall indemnify, defend and hold
harmless the Cash Management Fund, its officers, directors,
employees and agents against all losses, claims, demands,
liabilities and expenses, including reasonable legal and
other expenses incurred in defending claims or liabilities,
whether or not resulting in any liability to the Cash
Management Fund, its officers, directors, employees or
agents, arising out of (1) breach by the Tax-Exempt Fund of
any warranty made by the Tax-Exempt Fund herein or (2) any
untrue statement or alleged untrue statement of a material
fact contained in any prospectus or registration statement
for the Tax-Exempt Fund, as filed with the SEC or any
state, or any amendment or supplement thereto, or in any
information provided by the Tax-Exempt Fund included in any
registration statement filed by the Cash Management Fund
with the SEC or any state or any amendment or supplement
thereto; or which shall arise out of or be based upon any
omission or alleged omission to state therein a material
fact required to be stated in any such prospectus,
registration statement or application necessary to make the
statements therein not misleading. This indemnity provision
shall survive the termination of this Agreement.
21. Cash Management shall indemnify, defend and hold harmless
Tax-Exempt Cash Management, its officers, trustees, employees
and agents against all losses, claims,
A-9
<PAGE>
demands, liabilities and expenses, including reasonable legal
and other expenses incurred in defending claims or
liabilities, whether or not resulting in any liability to
Tax-Exempt Cash Management, its officers, trustees, employees
or agents, arising out of any untrue statement or alleged
untrue statement of a material fact contained in any
prospectus or registration statement for Cash Management, as
filed with the SEC or any state, or any amendment or
supplement thereto, or any application prepared by or on
behalf of Cash Management and filed with any state regulatory
agency in order to register or qualify shares of Cash
Management under the securities laws thereof; or which shall
arise out of or be based upon any omission or alleged omission
to state therein a material fact required to be stated in any
such prospectus, registration statement or application
necessary to make the statements therein not misleading;
provided, however, Cash Management shall not be required to
indemnify Tax-Exempt Cash Management, its officers, trustees,
employees and agents against any loss, claim, demand,
liability or expense arising out of any information provided
by Tax-Exempt Cash Management included in any registration
statement filed by Cash Management with the SEC or any state,
or any amendment or supplement thereto. This indemnity
provision shall survive the termination of this Agreement.
22. The execution of this Agreement has been authorized by the
Board of Directors of Cash Management and by the Board of
Directors of Tax-Exempt Cash Management.
IN WlTNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and attested by their officers thereunto duly authorized, as of the
date first written above.
PRINCIPAL CASH MANAGEMENT FUND, INC.
Attest: BY: /s/ Arthur S. Filean
By: /s/ Ernest H. Gillum TITLE: Vice President and Secretary
Title: Assistant Secretary
PRINCIPAL TAX-EXEMPT CASH
MANAGEMENT FUND, INC.
Attest: BY: /s/ Arthur S. Filean
By: /s/ Ernest H. Gillum TITLE: Vice President and Secretary
Title: Assistant Secretary
A-10
<PAGE>
PRINCIPAL MANAGEMENT CORPORATION
Attest: BY: /s/ Arthur S. Filean
By: /s/ Ernest H. Gillum TITLE: Vice President
Title: Vice President
A-11
<PAGE>
PRINCIPAL CASH MANAGEMENT FUND, INC.
Des Moines, Iowa 50392-0200
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the prospectus/proxy statement dated March 1, 1999
for the special meeting of the holders of the common stock, $.01 par value per
share, of Principal Tax-Exempt Cash Management Fund, Inc., a diversified,
open-end management investment company. The meeting is to be held on Wednesday,
April 7, 1999.
The prospectus/proxy statement describes certain transactions
contemplated by the proposed combination of the Tax-Exempt Fund with Principal
Cash Management Fund, Inc. pursuant to the terms of an Agreement and Plan of
Acquisition among the two Funds and their manager, Principal Management
Corporation. Under the Plan, Principal Cash Management Fund would acquire all
the assets and assume all the liabilities of the Tax-Exempt Fund and issue in
exchange shares of its Class A common stock. The Tax-Exempt fund would
immediately redeem all its outstanding shares by distributing the Cash
Management Fund shares to its shareholders. As a result, each shareholder would
own the same number of shares in the Cash Management Fund as he or she had owned
in the Tax-Exempt Fund at the effective time. Principal Management Corporation
has agreed to pay all expenses incurred by the Funds in connection with the
Plan.
The date of the Statement of Additional Information is March 1, 1999
B-1
<PAGE>
FINANCIAL STATEMENTS
The following audited historical financial statements and footnotes thereto
of the Tax-Exempt Fund and the Cash Management Fund, together with the Report of
Independent Auditors thereon, are incorporated herein by reference from the
Funds' Annual Report to Shareholders for the year ended October 31, 1998:
(1) Statement of Assets and Liabilities for each of the Funds as of
October 31, 1998;
(2) Statement of Operations for each of the Funds for the year ended
October 31, 1998;
(3) Statement of Changes in Net Assets for each of the Funds for the
years ended October 31, 1998 and 1997;
(4) Schedule of Investments of each of the Funds as of October 31,
1998;
(5) Financial Highlights for each of the Funds; and
(6) Notes to Financial Statements.
The audited financial statements of the Funds incorporated into this
Statement of Additional Information have been audited by Ernst & Young LLP,
independent auditors, as indicated in their report with respect
thereto, which also is incorporated by reference into this Statement of
Additional Information, and have been so incorporated in reliance upon the
report of Ernst & Young LLP given upon the authority of that firm as experts in
accounting and auditing.
OTHER INFORMATION
The information otherwise required to be set forth in this Statement of
Additional Information is included in the prospectuses and Statements of
Additional Information of the two Funds, all dated March 1, 1999, and in the
Funds' Annual Reports to Shareholders for the year ended October 31, 1998, all
of which are incorporated herein by reference.
B-2
<PAGE>
PART C: OTHER INFORMATION
Item 15. Indemnification.
The information required in response to this item is incorporated herein by
reference to Item 27 of Post-Effective Amendment No. 26 to Registrant's
Registration Statement on Form N-1A (File No.
2-79791) as filed with the Commission on December 30, 1998.
Item 16. Exhibits.
Exhibit Number Description
(1) Articles of Amendment and Restatement of
the Charter of the Registrant -
incorporated herein by reference to
Exhibit 1(b) to Post-Effective Amendment
No. 26 to Registrant's Registration
Statement on Form N-1A (File No. 2-79791)
as filed with the Commission on December
30, 1998.
(2) By-Laws of the Registrant - incorporated
herein by reference to Exhibit 2 to
Post-Effective Amendment No. 26 to
Registrant's Registration Statement on
Form N-1A (File No. 2-79791) as filed with
the Commission on December 30, 1998.
(3) None
(4) Copy of Agreement and Plan of Acquisition
(included as Appendix A to the Proxy
Statement/Prospectus, which is part of the
Registration Statement on Form N-14).
(5) None
(6)(a) Management Agreement Amendment and
Restatement with Principal Management
Corporation - incorporated herein by
reference to Exhibit 5(a) to
Post-Effective Amendment No. 26 to
Registrant's Registration Statement on
Form N-1A (File No. 2-79791) as filed
with the Commission on December 30, 1998.
(6)(b) Investment Service Agreement -
incorporated herein by reference to
Exhibit 5(b) to Post-Effective Amendment
No. 19 to Registrant's Registration
Statement on Form N-1A (File No. 2-79791)
as filed with the Commission on February
26, 1996.
(7)(a) Distribution Agreement - incorporated
herein by reference to Exhibit 6(a) to
Post-Effective Amendment No. 19 to
Registrant's Registration Statement on
Form N-1A (File No. 2-79791) as filed
C-1
<PAGE>
with the Commission on February 26, 1996.
(7)(b) Dealer Selling Agreement - incorporated
herein by reference to Exhibit 9(a) to
Post-Effective Amendment No. 26 to
Registrant's Registration Statement on
Form N-1A (File No. 2-79791) as filed with
the Commission on December 30, 1998.
(8) None
(9) Custody Agreement - incorporated herein by
reference to Exhibit 8(a) to
Post-Effective Amendment No. 19 to
Registrant's Registration Statement on
Form N-1A (File No. 2-79791) as filed with
the Commission on February 26, 1996.
(10)(a) 12b-1 Plan - Class B Shares 12b-1 Plan is
incorporated herein by reference to
Exhibit 15(b) to Post-Effective Amendment
No. 18 to Registrant's Registration
Statement on Form N-1A (File No. 2-79791)
as filed with the Commission on December
14, 1995.
(10)(b) 12b-1 Plan - Class R Shares 12b-1 Plan -
incorporated herein by reference to
Exhibit 15(r) to Post-Effective Amendment
No. 18 to Registrant's Registration
Statement on Form N-1A (File No. 2-79791)
as filed with the Commission on December
14, 1995.
(10)(c) Rule 18f-3 - Multiple Class Distribution
Plan - incorporated herein by reference to
Exhibit 18 to Post-Effective Amendment No.
26 to Registrant's Registration Statement
on Form N-1A (File No. 2-79791) as filed
with the Commission on December 30, 1998.
(11) Opinion and consent of Counsel regarding
legality of securities being registered.
(12) Opinion and consent of Counsel regarding
certain tax matters and consequences to
shareholders.
(13) None
(14) Consent of Independent Auditors
(15) None
(16) Powers of attorney executed by J.B.
Griswell, J. E. Aschenbrenner, S.L.
Jones, J.D. Davis, P. A. Ferguson, D. P.
Francis, R. W. Gilbert, B. A. Lukavsky
and R. G. Peebler.
C-2
<PAGE>
(17)(a) Form of Proxy Ballot
(17)(b) Registrant's Rule 24f-2 Notice pursuant
to Rule 24f-2 under the Investment
Company Act of 1940 for its fiscal year
ended October 31, 1998 - incorporated
herein by reference to Form 24f-2 filed
with the Commission on January 29, 1999
Item 17. Undertakings.
The undersigned registrant agrees that prior to any public offering of
the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR
230.145c], the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of securities at that time shall be deemed to
be the initial bona fide offering of them.
C-3
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been
signed on behalf of the registrant, in the City of Des Moines and the State of
Iowa, on the 28th day of January, 1999.
Principal Cash Management Fund, Inc.
By: /s/ Stephan L. Jones
Stephan L. Jones
President
As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated:
Signature Title Date
/s/Stephan L. Jones
Stephan L. Jones Director and President January 28, 1999
(Principal Executive Officer)
*
J. Barry Griswell Director and January 28, 1999
Chairman of the Board
*
John E. Aschenbrenner Director January 28, 1999
*
James D. Davis Director January 28, 1999
*
Pamela A. Ferguson Director January 28, 1999
*
Dennis P. Francis Director January 28, 1999
*
Richard W. Gilbert Director January 28, 1999
<PAGE>
Signature Title Date
*
Barbara A. Lukavsky Director January 28, 1999
*
Richard G. Peebler Director January 28, 1999
/s/ Michael J. Beer Financial Officer January 28, 1999
- --------------------------- (Principal Financial and
Michael J. Beer Accounting Officer)
*By /s/ S.L. Jones
S. L. Jones
Attorney -in- Fact
Pursuant to powers of
attorney filed herewith
C-4
<PAGE>
[Logo]
Principal Financial Group Principal Life Insurance Company
Des Moines, Iowa USA 50392-0001
(515) 247-5111
January 25, 1999
Board of Directors
Principal Cash Management Fund, Inc.
Des Moines, IA 50392-0200
Re: Registration Statement on Form N-14
Pursuant to Securities Act of 1933
I am familiar with the proposed issuance by Principal Cash Management Fund,
Inc. of shares of its Class A common stock, par value $.01 per share, in
connection with the transfer to it of the assets and liabilities of Principal
Tax-Exempt Cash Management Fund, Inc. pursuant to the terms of an Agreement and
Plan of Acquisition to which they are parties (the "Shares"). I am also familiar
with the above-referenced Registration Statement (the "Registration Statement")
filed with the Securities and Exchange Commission relating to the offer and sale
of Shares. Based upon such investigation as I have deemed necessary, I am of the
opinion that the Shares, when issued in accordance with the terms described in
the Registration Statement, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as a exhibit to the Registration
Statement.
Very truly yours,
/s/ Michael D. Roughton
Michael D. Roughton
Counsel
<PAGE>
[Logo]
Principal Financial Group Principal Life Insurance Company
Des Moines, Iowa USA 50392.0001
(515) 247-5111
January 26, 1999
Board of Directors
Principal Cash Management Fund, Inc.
Principal Tax-Exempt Cash Management Fund, Inc.
711 High Street
Des Moines, Iowa 50309
RE: Acquisition of Principal Tax-Exempt Cash Management Fund, Inc.
by Principal Cash Management Fund, Inc.
To the Board of Directors and Shareholders:
Principal Cash Management Fund, Inc., intends to acquire all of the assets and
assume all the liabilities of Principal Tax-Exempt Cash Management Fund, Inc., a
Maryland corporation (the "Tax-Exempt Fund"), in a transaction described in
Application for an Order Pursuant to Section 17(b), File No. 812-11390, filed
with the United States Securities and Exchange Commission. You have requested an
opinion regarding the federal income tax consequences of the proposed
transaction.
Principal Cash Management Fund, Inc. (the "Fund") has qualified as a regulated
investment company for purposes of Subchapter M of the United States Internal
Revenue Code of 1986 (the "Code"), as amended, and has elected to be taxed as
such. The Tax-Exempt Fund has made an identical election, as well as qualifying
to pay exempt-interest dividends under section 852(b)(5).
The Fund will acquire all of the assets and assume all of the liabilities of the
Tax-Exempt Fund in exchange for shares of the Fund. The Tax-Exempt Fund will
immediately liquidate and dissolve, distributing the shares of the Fund to
shareholders of the Tax-Exempt Fund in retirement of the shares of that
corporation. Each holder of shares of the Tax-Exempt Fund will as a result of
the transaction own shares of the Fund.
The following representations have been made by an officer of the Tax-Exempt
Fund, the Fund or are contained in the Application filed with the United States
Securities and Exchange Commission:
1. The fair market value of the shares of the Fund to be received by each
shareholder of the Tax-Exempt Fund in the transaction will be equal to
the fair market value of the shares of the Tax-Exempt Fund surrendered
therefor.
2. As set forth in the Application, immediately prior to this transaction
the Tax-Exempt Fund will hold only cash or other securities that are
eligible investments for the Fund (having previously managed its assets
such that the tax-exempt securities once held by the Tax-Exempt Fund
have all matured or otherwise been converted to cash or other eligible
investments).
3. The liabilities, if any, of the Tax-Exempt Fund to be assumed by the
Fund in the transaction were incurred by the Tax-Exempt Fund in the
ordinary course of business and are associated with the assets to be
transferred.
4. There is no intercorporate indebtedness existing between the Fund and
the Tax-Exempt Fund that was issued, acquired, or that will be settled
at a discount.
5. Following the transaction, the Fund will not continue the historic
business of the Tax-Exempt Fund.
In reliance on the representations made by an officer of the Tax-Exempt Fund and
the Fund, and the representations contained in the Application, I am of the
opinion that:
1. The acquisition of all of the assets and liabilities of the Tax-Exempt
Fund in exchange for shares of the Fund followed by the distribution of
those shares to shareholders of the Tax-Exempt Fund in liquidation of
the Tax-Exempt Fund, will constitute a taxable transaction under
section 1001 of the Code and not a reorganization within the meaning of
section 368(a)(1)(B) of the Code. This is due to the lack of continuity
of the historic business of the Tax-Exempt Fund and the lack of
continuity of the historic assets of the Tax-Exempt Fund being used in
the ongoing operations of the Fund. (See Revenue Ruling 87-76, 1987-2
C.B. 84.)
2. Because the Tax-Exempt Fund will not have any unrecognized gains or
losses in the assets transferred to the Fund in this transaction, the
Tax-Exempt Fund will not recognize any gain or loss on the transfer of
all its assets and liabilities to the Fund.
3. The Fund will recognize no gain or loss upon receipt of the assets and
assumption of the liabilities of the Tax-Exempt Fund in exchange for
shares of the Fund. Code Section 1032.
4. Because the Tax-Exempt Fund maintains and has maintained since its
inception a net asset value of $1 per share, and as an open-end
diversified management investment company, shares of its stock are
available for purchase at this same $1 per share and are redeemable
for $1 per share, it is assumed for purposes of this opinion that all
shareholders of the Tax-Exempt Fund have a basis in the shares held of
$1 per share. As a taxable exchange with the Fund, also an open-end
diversified management investment company with shares held at a stable
net asset value of $1 per share, the exchange of shares, although
taxable, will generate no taxable gain or loss to the shareholders of
the Tax-Exempt Fund. (A shareholder's basis in the shares is assumed
to be $1 per share regardless of whether acquired by purchase, gift, or
inheritance. In the unusual case of a shareholder who purchases shares
from another shareholder at a price other than $1.00 per share gain or
loss would be recognized. Such a shareholder should seek the
advice of a tax professional to determine the consequences of
this exchange.)
5. Except for the unusual case described in the parenthethical in
paragraph 4, above, the tax basis of the shares of the Fund acquired in
exchange for shares of the Tax-Exempt Fund will be the same as the tax
basis of the shares of the Tax-Exempt Fund exchanged therefor ($1 per
share). Code Section 1012.
6. Because the exchange of shares is a taxable event, the holding period
of the shares of the Fund acquired in exchange for shares of the
Tax-Exempt Fund will begin with the receipt of the shares of the Fund
and not include any period during which the shares of the Tax-Exempt
Fund were held. Code Section 1223.
7. Because the exchange of shares is a taxable event, the holding period
of the assets of the Tax-Exempt Fund received by the Fund will begin
with the receipt of the assets from the Tax-Exempt Fund and not include
any period such assets were held by the Tax-Exempt Fund. Code Section
1223.
The foregoing opinions are based on the Code, Treasury regulations issued
thereunder, published administrative interpretations thereof and judicial
decisions with respect thereto (collectively the "Tax Law") as of the date
hereof. No assurance can be given that the Tax Laws will not change.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely,
/s/ Randy L. Bergstrom
Randy L. Bergstrom
Counsel
Consent of Independent Auditors
We consent to the incorporation by reference in the Statement of
Additional Information, constituting a part of this registration statement on
Form N-14 (the "Registration Statement"), of our report dated November 25, 1998
relating to the October 31, 1998 financial statements and financial highlights
of Principal Cash Management Fund, Inc. and Principal Tax-Exempt Cash Management
Fund, Inc. (the "Funds"), appearing in the October 31, 1998 Annual Report to
Shareholders of the Funds, which is also incorporated by reference into the
Registration Statement, and to the reference to our firm under the caption
"Financial Statements," and the reference to us as experts under such caption
in the Statement of Additional Information.
Des Moines, Iowa
January 27, 1999
/s/Ernst & Young LLP
Ernst & Young LLP
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints S. L. Jones, J. B. Griswell, M.
D. Roughton, E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name of the undersigned, to execute and file any documents relating to
registration under the Securities Act of 1933 and the Investment Company Act of
1940 with respect to open-end management investment companies currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance Company, and any and all amendments thereto and reports thereunder
with all exhibits and all instruments necessary or appropriate in connection
therewith, each of said attorneys-in-fact and agents and his or their
substitutes being empowered to act with or without the others or other, and to
have full power and authority to do or cause to be done in the name and on
behalf of the undersigned each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person; hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of
September, 1998.
/s/R. G. Peebler
----------------
R. G. Peebler
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints S. L. Jones, J. B. Griswell, M.
D. Roughton, E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name of the undersigned, to execute and file any documents relating to
registration under the Securities Act of 1933 and the Investment Company Act of
1940 with respect to open-end management investment companies currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance Company, and any and all amendments thereto and reports thereunder
with all exhibits and all instruments necessary or appropriate in connection
therewith, each of said attorneys-in-fact and agents and his or their
substitutes being empowered to act with or without the others or other, and to
have full power and authority to do or cause to be done in the name and on
behalf of the undersigned each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person; hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of
September, 1998.
/s/J. D. Davis
----------------
J. D. Davis
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints S. L. Jones, J. B. Griswell, M.
D. Roughton, E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name of the undersigned, to execute and file any documents relating to
registration under the Securities Act of 1933 and the Investment Company Act of
1940 with respect to open-end management investment companies currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance Company, and any and all amendments thereto and reports thereunder
with all exhibits and all instruments necessary or appropriate in connection
therewith, each of said attorneys-in-fact and agents and his or their
substitutes being empowered to act with or without the others or other, and to
have full power and authority to do or cause to be done in the name and on
behalf of the undersigned each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person; hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of
September, 1998.
/s/B. A. Lukavsky
----------------
B. A. Lukavsky
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints J. B. Griswell, M. D. Roughton,
E. H. Gillum and A. S. Filean and each of them (with full power to each of them
to act alone), the undersigned's true and lawful attorney-in-fact and agent,
with full power of substitution to each, for and on behalf and in the name of
the undersigned, to execute and file any documents relating to registration
under the Securities Act of 1933 and the Investment Company Act of 1940 with
respect to open-end management investment companies currently organized or to be
organized in the future which are sponsored by Principal Life Insurance Company,
and any and all amendments thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection therewith, each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other, and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned each and every
act and thing necessary or appropriate to be done in order to effectuate the
same, as fully to all intents and purposes as the undersigned might or could do
in person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of
September, 1998.
/s/S. L. Jones
----------------
S. L. Jones
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints S. L. Jones, J. B. Griswell, M.
D. Roughton, E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name of the undersigned, to execute and file any documents relating to
registration under the Securities Act of 1933 and the Investment Company Act of
1940 with respect to open-end management investment companies currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance Company, and any and all amendments thereto and reports thereunder
with all exhibits and all instruments necessary or appropriate in connection
therewith, each of said attorneys-in-fact and agents and his or their
substitutes being empowered to act with or without the others or other, and to
have full power and authority to do or cause to be done in the name and on
behalf of the undersigned each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person; hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of
September, 1998.
/s/R. W. Gilbert
----------------
R. W. Gilbert
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints S. L. Jones, J. B. Griswell, M.
D. Roughton, E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name of the undersigned, to execute and file any documents relating to
registration under the Securities Act of 1933 and the Investment Company Act of
1940 with respect to open-end management investment companies currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance Company, and any and all amendments thereto and reports thereunder
with all exhibits and all instruments necessary or appropriate in connection
therewith, each of said attorneys-in-fact and agents and his or their
substitutes being empowered to act with or without the others or other, and to
have full power and authority to do or cause to be done in the name and on
behalf of the undersigned each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person; hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of
September, 1998.
/s/P. A. Ferguson
----------------
P. A. Ferguson
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints S. L. Jones, M. D. Roughton, E.
H. Gillum and A. S. Filean and each of them (with full power to each of them to
act alone), the undersigned's true and lawful attorney-in-fact and agent, with
full power of substitution to each, for and on behalf and in the name of the
undersigned, to execute and file any documents relating to registration under
the Securities Act of 1933 and the Investment Company Act of 1940 with respect
to open-end management investment companies currently organized or to be
organized in the future which are sponsored by Principal Life Insurance Company,
and any and all amendments thereto and reports thereunder with all exhibits and
all instruments necessary or appropriate in connection therewith, each of said
attorneys-in-fact and agents and his or their substitutes being empowered to act
with or without the others or other, and to have full power and authority to do
or cause to be done in the name and on behalf of the undersigned each and every
act and thing necessary or appropriate to be done in order to effectuate the
same, as fully to all intents and purposes as the undersigned might or could do
in person; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of
September, 1998.
/s/J. B. Griswell
----------------
J. B. Griswell
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints S. L. Jones, J. B. Griswell, M.
D. Roughton, E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name of the undersigned, to execute and file any documents relating to
registration under the Securities Act of 1933 and the Investment Company Act of
1940 with respect to open-end management investment companies currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance Company, and any and all amendments thereto and reports thereunder
with all exhibits and all instruments necessary or appropriate in connection
therewith, each of said attorneys-in-fact and agents and his or their
substitutes being empowered to act with or without the others or other, and to
have full power and authority to do or cause to be done in the name and on
behalf of the undersigned each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person; hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of
September, 1998.
/s/J. E. Aschenbrenner
-------------------
J. E. Aschenbrenner
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints S. L. Jones, J. B. Griswell, M.
D. Roughton, E. H. Gillum and A. S. Filean and each of them (with full power to
each of them to act alone), the undersigned's true and lawful attorney-in-fact
and agent, with full power of substitution to each, for and on behalf and in the
name of the undersigned, to execute and file any documents relating to
registration under the Securities Act of 1933 and the Investment Company Act of
1940 with respect to open-end management investment companies currently
organized or to be organized in the future which are sponsored by Principal Life
Insurance Company, and any and all amendments thereto and reports thereunder
with all exhibits and all instruments necessary or appropriate in connection
therewith, each of said attorneys-in-fact and agents and his or their
substitutes being empowered to act with or without the others or other, and to
have full power and authority to do or cause to be done in the name and on
behalf of the undersigned each and every act and thing necessary or appropriate
to be done in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person; hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of
September, 1998.
/s/D. P. Francis
----------------
D. P. Francis
PRINCIPAL TAX-EXEMPT CASH MANAGEMENT FUND, INC.
Des Moines, Iowa 50392-0200
(800) 247-4123
------------
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
April 7, 1999
This proxy is solicited on behalf of the Board of Directors of the
Fund. The undersigned shareholder appoints Arthur S. Filean, Ernest H. Gillum
and Michael J. Beer, and each of them separately, Proxies, with power of
substitution, and authorizes them to represent and to vote as designated on the
reverse side of this ballot, at the meeting of shareholders of the Fund to be
held April 7, 1999 at 2:00 p.m., C.D.T., and at any adjournments thereof, all
the shares of the Fund that the undersigned shareholder would be entitled to
vote if personally present.
Check the appropriate box on the ballot, date the ballot and sign
exactly as your name appears. Your signature acknowledges receipt of Notice of
the special Meeting of Shareholders and Prospectus/Proxy Statement dated March
8, 1999. Shares will be voted as you instruct. If no direction is made, the
proxy will be voted FOR the proposal listed on the reverse side. In their
discretion the Proxies will also be authorized to vote upon such other matters
that may properly come before the meeting.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS BALLOT. PLEASE MARK,
SIGN, DATE AND MAIL YOUR PROXY BALLOT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. If shares are held jointly, either party may sign. If executed
by a corporation, an authorized officer must sign. Executors,
administrators and trustees should so indicate when signing.
As an alternative to mailing, you may fax a copy of your proxy ballot
to 515-235-9235 (this is not a toll-free number) or you may call toll-free
1-800-944-8454.
- ----------------------------------
Signature
- ----------------------------------
Signature (if held jointly)
Date , 1999
<PAGE>
The Board of Directors recommends that shareholders vote FOR the following
proposal. Please make your choice below in blue or black ink. Example: {X} Sign
the proxy ballot and return it as soon as possible in the enclosed envelope.
1. Approval of the Agreement and Plan of Acquisition among Principal
Tax-Exempt Cash Management Fund, Inc., Principal Cash Management Fund, Inc. and
Principal Management Corporation, and the transaction contemplated thereby,
pursuant to which the Cash Management Fund would acquire all the assets and
assume all the liabilities of the Tax-Exempt Fund and issue in exchange shares
of its Class A commmon stock, and the Tax-Exempt Fund would distribute those
shares to its shareholders and then dissolve.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<PAGE>
