Filed electronically with the Securities and Exchange Commission
on January 28, 2000
File No. 33-12938
File No. 811-5076
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /___/
Pre-Effective Amendment No. /___/
Post-Effective Amendment No. 15 / X /
----
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /___/
Amendment No. 16 / X /
----
TAX-EXEMPT CALIFORNIA MONEY MARKET FUND
---------------------------------------
(Exact Name of Registrant as Specified in Charter)
222 South Riverside Plaza, Chicago, Illinois
--------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (312) 537-7000
Philip J. Collora, Vice President and Secretary
Scudder Kemper Investments, Inc.
222 South Riverside Plaza
Chicago, Illinois 60606
-----------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
/___/ Immediately upon filing pursuant to paragraph (b)
/___/ 60 days after filing pursuant to paragraph (a) (1)
/___/ 75 days after filing pursuant to paragraph (a) (2)
/ X / On February 1, 2000 pursuant to paragraph (b)
/___/ On ______________ pursuant to paragraph (a) (1)
/___/ On __________________ pursuant to paragraph (a) (2) of Rule 485.
If appropriate, check the following box:
/___/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
<PAGE>
Part A of this Post-Effective Amendment No.15 to the Registration Statement is
incorporated by reference in its entirety to the Tax-Exempt California Money
Market Fund's Post-Effective Amendment No. 14 on Form N-1A filed on January 25,
2000.
<PAGE>
Part B of this Post-Effective Amendment No.15 to the Registration Statement is
incorporated by reference in its entirety to the Tax-Exempt California Money
Market Fund's Post-Effective Amendment No. 14 on Form N-1A filed on January 25,
2000.
<PAGE>
TAX-EXEMPT CALIFORNIA MONEY MARKET FUND
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 23. Exhibits.
-------- ---------
<S> <C> <C>
(a) Agreement and Declaration of Trust incorporated herein by reference to
Post-Effective Amendment No. 9 to Registrant's Registration Statement on
Form N-1A filed on January 22, 1996.
(b) By-laws incorporated herein by reference to Post-Effective Amendment No. 9
to Registrant's Registration Statement on Form N-1A filed on January 2, 1996.
(c) Text of Share Certificate incorporated herein by reference to Post-Effective
Amendment No. 9 to Registrant's Registration Statement on Form N-1A filed on
January 2, 1996.
(d)(1) Revised Investment Management Agreement dated September 7, 1998 incorporated
herein by reference to Post-Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A filed on November 19, 1999.
(e)(1) Administration, Shareholder Services and Distribution Agreement dated
September 7, 1998 incorporated herein by reference to Post-Effective
Amendment No. 12 to Registrant's Registration Statement on Form N-1A filed
on December 3, 1998.
(e)(2) Administration, Shareholder Services and Distribution Agreement dated
October 1, 1999 incorporated herein by reference to Post-Effective Amendment
No. 14 to Registrant's Registration Statement on Form N-1A filed on January
25, 2000.
(f) Inapplicable
(g)(1) Custodian Contract between Registrant and State Street Bank and Trust
Company dated May 3, 1999 incorporated herein by reference to Post-Effective
Amendment No. 13 to Registrant's Registration Statement on Form N-1A filed
on November 19, 1999.
(h)(1)(a) Agency Agreement incorporated herein by reference to Post-Effective
Amendment No. 9 to Registrant's Registration Statement on Form N-1A filed on
January 2, 1996.
(h)(1)(b) Supplement to Agency Agreement incorporated herein by reference to
Post-Effective Amendment No. 10 to Registrant's Registration Statement on
Form N-1A filed on January 2, 1997.
(h)(2) Fund Accounting Services Agreement dated December 31, 1997 incorporated
herein by reference to Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A filed on December 3, 1998.
(h)(3) Supplement to Services Agreement incorporated herein by reference to
Post-
<PAGE>
Effective Amendment No. 14 to Registrant's Registration Statement on
Form N-1A filed on January 25, 2000.
(i) Legal Opinion and Consent of Counsel is filed herein.
(j) Report and Consent of Auditors is filed herein.
(k) Inapplicable
(l) Inapplicable
(m) Amended and Restated Rule 12b-1 Plan dated August 1, 1998 incorporated
herein by reference to Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A filed on December 3, 1998.
(n) Inapplicable
(o) Inapplicable
</TABLE>
Item 24. Persons Controlled by or under Common Control with Fund.
- -------- --------------------------------------------------------
None
Item 25. Indemnification.
- -------- ----------------
Article VIII of the Registrant's Agreement and Declaration of Trust
(Exhibit 1 hereto, which is incorporated herein by reference) provides in effect
that the Registrant will indemnify its officers and trustees under certain
circumstances. However, in accordance with Section 17(h) and 17(i) of the
Investment Company Act of 1940 and its own terms, said Article of the Agreement
and Declaration of Trust does not protect any person against any liability to
the Registrant or its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such trustee, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question as to whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
On June 26, 1997, Zurich Insurance Company ("Zurich"), ZKI Holding
Corp. ("ZKIH"), Zurich Kemper Investments, Inc. ("ZKI"), Scudder, Stevens &
Clark, Inc. ("Scudder") and the representatives of the beneficial owners of the
capital stock of Scudder ("Scudder Representatives") entered into a transaction
agreement ("Transaction Agreement") pursuant to which Zurich became the majority
stockholder in Scudder with an approximately 70% interest, and ZKI was combined
with Scudder ("Transaction"). In connection with the trustees' evaluation of the
Transaction, Zurich agreed to indemnify the Registrant and the trustees who were
not interested persons of ZKI or Scudder (the "Independent Trustees") for and
against any liability and expenses based upon any action or omission by the
Independent Trustees in connection with their consideration of and action with
respect to the Transaction. In addition, Scudder has agreed to indemnify the
Registrant and the Independent Trustees for and against any liability and
expenses based upon any misstatements or omissions by Scudder to the Independent
Trustees in connection with their consideration of the Transaction.
<PAGE>
Item 26. Business and Other Connections of Investment Adviser
- -------- ----------------------------------------------------
Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 26.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<S> <C>
Stephen R. Beckwith Treasurer and Chief Financial Officer, Scudder Kemper Investments, Inc.**
Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Lynn S. Birdsong Director and Vice President, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark (Luxembourg) S.A.#
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, ZKI Holding Corporation xx
Steven Gluckstern Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Zurich Holding Company of America o
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Chairman of the Board, Zurich Holding Company of America o
Director, ZKI Holding Corporation xx
Kathryn L. Quirk Director, Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Senior Vice President & Assistant Clerk, Scudder Investor Services, Inc.*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc.***
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. x
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation oo
Director and Secretary, SFA, Inc.*
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
<PAGE>
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President and Secretary, Scudder Brokerage Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd.+
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc.###
President and Director, Scudder, Stevens & Clark Overseas Corporation oo
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc.x
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
*** Toronto, Ontario, Canada
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
o Zurich Towers, 1400 American Ln., Schaumburg, IL
+ P.O. Box 309, Upland House, S. Church St., Grand Cayman, British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
</TABLE>
Item 27. Principal Underwriters.
- -------- -----------------------
(a)
Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the Kemper
Funds.
(b)
Information on the officers and directors of Kemper Distributors, Inc.,
principal underwriter for the Registrant is set forth below. The
principal business address is 222 South Riverside Plaza, Chicago,
Illinois 60606.
<TABLE>
<CAPTION>
(1) (2) (3)
Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
<S> <C> <C> <C>
James L. Greenawalt President None
Thomas W. Littauer Director, Chief Executive Officer Trustee, Vice President, Chairman of
the Board of Trustees
<PAGE>
Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
Kathryn L. Quirk Director, Secretary, Chief Legal Vice President
Officer and Vice President
James J. McGovern Chief Financial Officer and Vice None
President
Linda J. Wondrack Vice President and Chief Compliance Vice President
Officer
Paula Gaccione Vice President None
Michael E. Harrington Vice President None
Robert A. Rudell Vice President None
William M. Thomas Vice President None
Elizabeth C. Werth Vice President None
Todd N. Gierke Assistant Treasurer None
Philip J. Collora Assistant Secretary Vice President and Secretary
Paul J. Elmlinger Assistant Secretary None
Diane E. Ratekin Assistant Secretary None
Mark S. Casady Director, Vice Chairman President
Stephen R. Beckwith Director None
</TABLE>
(c) Not applicable
Item 28. Location of Accounts and Records
- -------- --------------------------------
Accounts, books and other documents are maintained at the offices of
the Registrant, the offices of Registrant's investment adviser, Scudder Kemper
Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, at the
offices of the Registrant's principal underwriter, Kemper Distributors, Inc.,
222 South Riverside Plaza, Chicago, Illinois 60606 or, in the case of records
concerning custodial functions, at the offices of the custodian, State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110 or, in
the case of records concerning transfer agency functions, at the offices of IFTC
and of the shareholder service agent, Kemper Service Company, 811 Main Street,
Kansas City, Missouri 64105.
Item 29. Management Services.
- -------- --------------------
Inapplicable.
Item 30. Undertakings.
- -------- -------------
Inapplicable.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement, pursuant to
Rule 485(b) under the Securities Act of 1933, and has duly caused this amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and State of Illinois, on the
28th day of January, 2000.
TAX-EXEMPT CALIFORNIA MONEY
MARKET FUND
By /s/ Mark S. Casady
Mark S. Casady, President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below on January 28,
2000, on behalf of the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Thomas W. Littauer
- --------------------------------------
Thomas W. Littauer* Chairman and Trustee January 28, 2000
/s/ John W. Ballantine
- --------------------------------------
John W. Ballantine* Trustee January 28, 2000
/s/ Lewis A. Burnham
- --------------------------------------
Lewis A. Burnham* Trustee January 28, 2000
- --------------------------------------
Linda C. Coughlin Trustee
/s/ Donald L. Dunaway
- --------------------------------------
Donald L. Dunaway* Trustee January 28, 2000
/s/ Robert B. Hoffman
- --------------------------------------
Robert B. Hoffman* Trustee January 28, 2000
/s/ Donald R. Jones
- --------------------------------------
Donald R. Jones* Trustee January 28, 2000
/s/ Shirley D. Peterson
- --------------------------------------
Shirley D. Peterson* Trustee January 28, 2000
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ William P. Sommers
- --------------------------------------
William P. Sommers* Trustee January 28, 2000
/s/ John R. Hebble
- --------------------------------------
John R. Hebble Treasurer (Principal Financial and January 28, 2000
Accounting Officer)
</TABLE>
*By: /s/ Philip J. Collora
Philip J. Collora**
** Philip J. Collora signs this document
pursuant to powers of attorney contained in
Post-Effective Amendment No. 11 to the
Registration Statement, filed January 27,
1998, in Post-Effective Amendment No. 13
to the Registration Statement, filed
November 19, 1999 and in Post-Effective
Amendment No. 14 to the Registration
Statement filed January 25, 2000.
<PAGE>
File No. 33-12938
File No. 811-5076
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 15
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 16
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
TAX-EXEMPT CALIFORNIA MONEY MARKET FUND
<PAGE>
TAX-EXEMPT CALIFORNIA MONEY MARKET FUND
EXHIBIT INDEX
Exhibit (i)
Exhibit (j)
Exhibit (i)
VEDDER PRICE VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND NEW YORK CITY
January 25, 2000
Tax-Exempt California Money Market Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A under the Securities Act of 1933 being filed
by Tax-Exempt California Money Market Fund (the "Fund") in connection with the
public offering from time to time of units of beneficial interest, no par value
("Shares"), in one authorized series (the "Portfolio").
We have acted as counsel to the Fund, and in such capacity are
familiar with the Fund's organization and have counseled the Fund regarding
various legal matters. We have examined such Fund records and other documents
and certificates as we have considered necessary or appropriate for the purposes
of this opinion. In our examination of such materials, we have assumed the
genuineness of all signatures and the conformity to original documents of all
copies submitted to us.
Based upon the foregoing and assuming that the Fund's Agreement and
Declaration of Trust dated February 25, 1987 and the By-Laws of the Fund adopted
May 12, 1987, are presently in full force and effect and have not been amended
in any respect and that the resolutions adopted by the Board of Trustees of the
Fund on May 12, 1987, relating to organizational matters, securities matters and
the issuance of shares are presently in full force and effect and have not been
amended in any respect, we advise you and opine that (a) the Fund is a validly
existing voluntary association with transferrable shares under the laws of the
Commonwealth of Massachusetts and is authorized to issue an unlimited number of
Shares in the Portfolio; and (b) presently and upon such further issuance of the
Shares in accordance with the Fund's Agreement and Declaration of Trust and the
receipt by the Fund of a purchase price not less than the net asset value per
Share and when the pertinent provisions of the Securities Act of 1933 and such
"blue-sky" and securities laws as may be applicable have been complied with, and
assuming that the Fund continues to validly exist as provided in (a) above, the
Shares are and will be legally issued and outstanding, fully paid and
nonassessable.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable
<PAGE>
VEDDER PRICE
Tax-Exempt California Money Market Fund
January 25, 2000
Page 2
for the obligations of the Fund or the Portfolio. However, the Agreement and
Declaration of Trust disclaims shareholder liability for acts and obligations of
the Fund or the Portfolio and requires that notice of such disclaimer be given
in each note, bond, contract, instrument, certificate share or undertaking made
or issued by the Trustees or officers of the Fund. The Agreement and Declaration
of Trust provides for indemnification out of the property of the Portfolio for
all loss and expense of any shareholder of that Portfolio held personally liable
for the obligations of the Portfolio. Thus, the risk of liability is limited to
circumstances in which the Portfolio would be unable to meet its obligations.
This opinion is solely for the benefit of the Fund, the Fund's Board
of Trustees and the Fund's officers and may not be relied upon by any other
person without our prior written consent. We hereby consent to the use of this
opinion in connection with said Post-Effective Amendment.
Very truly yours,
/s/VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
Exhibit (j)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Independent Auditors and Reports to Shareholders" and to the
use of our report dated November 18, 1999 in the Registration Statement (Form
N-1A) and its incorporation by reference in the related Prospectus and Statement
of Additional Information of Tax-Exempt California Money Market Fund, filed with
the Securities and Exchange Commission in this Post-Effective Amendment No. 14
to the Registration Statement under the Securities Act of 1933 (File No.
33-12938) and in this Amendment No. 15 to the Registration Statement under the
Investment Company Act of 1940 (File No. 811-5076).
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
January 21, 2000
