<PAGE>
1933 Act Registration No. 33-96132
1940 Act Registration No. 811-9086
============================================================================
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. 2 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 4 [X]
____________________
WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 Wall Street, New York, New York 10005
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(212) 806-3500
John E. Pelletier, President
Waterhouse Investors Cash Management Fund, Inc.
One Exchange Place, 10th Floor, Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copies of communications to:
Margery K. Neale, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022-9998
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective:
[ ] Immediately upon filing pursuant to paragraph (b), or
[ ] 60 days after filing pursuant to paragraph (a), or
[ ] on (date) pursuant to paragraph (b), or
[X] on October 19, 1996 pursuant to paragraph (a),
[ ] 75 days after filing pursuant to paragraph (a)(ii).
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has previously elected to register an indefinite number of
shares of its Money Market, U.S. Government and Municipal Portfolios under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. In accordance with Rule 24f-2, a registration fee in
the amount of $500.00 has previously been paid. No notice has yet been
required to be filed pursuant to Rule 24f-2.
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WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC.
CROSS REFERENCE SHEET
Between Items Enumerated in Part A of Form N-1A and Prospectus and Between
Items Enumerated in Part B of Form N-1A and Statement of Additional
Information
Pursuant to Rule 481(a) under the Securities Act of 1933
Item Number of
Form N-1A; Part A Location in Prospectus
----------------- ----------------------
1. Cover Page . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . A Profile of the Fund
3. Condensed Financial
Information . . . . . . . Financial Highlights Table
4. General Description of
Registrant . . . . . . . . A Profile of the Fund; The
Fund in Detail; Other
Information -- General
Information about the Fund
5. Management of the Fund . . Operating Expenses and Fees
5A Management's Discussion of
Fund Performance . . . . . Inapplicable
6. Capital Stock and Other
Securities . . . . . . . . Your Account--Dividends;
Other Information
7. Purchase of Securities Being
Offered . . . . . . . . . A Profile of the Fund; The
Fund in Detail -- Pricing
Your Shares; Your Account;
Operating Expenses and Fees
8. Redemption or Repurchase . Your Account
9. Pending Legal Proceedings Inapplicable
ii
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Item Number of Location in Statement
Form N-1A; Part B of Additional Information
----------------- -------------------------
10. Cover Page . . . . . . . . Front Cover Page
11. Table of Contents . . . . . Table of Contents
12. General Information and
History . . . . . . . . . . Not Applicable
13. Investment Objectives and
Policies . . . . . . . . . Investment Policies and
Restrictions; Annex --
Ratings of Investments
14. Management of the Fund . . Officers and Directors
15. Control Persons and
Principal Holders of
Securities . . . . . . . . Officers and Directors
16. Investment Advisory and
Other Services . . . . . . Officers and Directors; The
Investment Manager;
Investment Management,
Distribution and Other
Services
17. Brokerage Allocation and
Other Practices . . . . . . Portfolio Transactions
18. Capital Stock and Other
Securities . . . . . . . . Shareholder Rights
19. Purchase, Redemption and
Pricing of Securities Being
Offered . . . . . . . . . . Dividends and Taxes;
Additional Purchase and
Redemption Information
20. Tax Status . . . . . . . . Dividends and Taxes
21. Underwriters . . . . . . . Investment Management,
Distribution and Other
Services
22. Calculation of Performance
Data . . . . . . . . . . . Performance
23. Financial Statements . . . Financial Statement
Part C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
iii
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The Prospectus and Statement of Additional Information of the Waterhouse
Investors Cash Management Fund, Inc,. are incorporated herein by reference in
their entirety from Post-Effective Amendment No. 1 to Registrant's Registration
Statement (File No. 33-96132) filed on June 20, 1996.
PART C
OTHER INFORMATION
WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC.
Item 24. Financial Statements and Exhibits.
(a) Financial Statements incorporated by reference in the Prospectus
constituting Part A of this Registration Statement:
Financial Highlights from December 20, 1995 (commencement of operations)
through April 30, 1996 (unaudited)
Financial Statements incorporated by reference in the Statement of
Additional Information constituting Part B of this Registration
Statement: Schedule of Investments, April 30, 1996 (unaudited)
Statement of Assets and Liabilities, April 30, 1996 (unaudited)
Statement of Operations, April 30, 1996 (unaudited)
Statement of Changes in Net Assets, April 30, 1996 (unaudited)
Notes to Financial Statement--April 30, 1995 (unaudited)
Report of Independent Auditors
Statement of Assets and Liabilities, December 5, 1995 (unaudited)
Notes to Statement of Assets and Liabilities, December 5, 1995
(unaudited)
(b) Exhibits
(1)--Articles of Incorporation, as amended to date**
(2)--By-Laws, as amended to date*
(3)--Inapplicable
(4)--Instruments Defining Shareholder Rights
Incorporated by Reference to Exhibits 1 and 2 to
Post-Effective Amendment No. 1 to the Registration Statement
on Form N-1A, File Nos. 33-96132; 811-9086, filed on June 20, 1996
(5)--Investment Management Agreement between Registrant and Waterhouse
Asset Management, Inc dated December 12, 1995**
(6) (a)--Distribution Agreement between Registrant and Funds
Distributor, Inc. dated December 15, 1995**
(b)(i)--Form of Agency Selling Agreement*
(b)(ii)--Agency Selling Agreement for Waterhouse Securities,
Inc. dated February 15, 1996**
(7)--Inapplicable
(8)--Custody Agreement between Registrant and The Bank of New York
dated December 19, 1995**
(9) (a)--Transfer Agency and Dividend Disbursing Agency
Agreement between Registrant and Waterhouse National Bank
dated December 12, 1995**
(b)--Sub-Transfer Agency and Dividend Disbursing Agency
Agreement between Waterhouse National Bank, National Investor
Services Corp. and Waterhouse Securities, Inc. on behalf
of Registrant dated December 12, 1995**
(c)--Form of Shareholder Servicing Plan*
(d)(i) --Form of Shareholder Services Agreement*
(d)(ii)--Shareholder Services Agreement for Waterhouse Securities
Inc. dated December 12, 1995**
(e)--Administration Agreement between Registrant and Waterhouse
Asset Management, dated December 12, 1995**
(f)--Subadministration Agreement between Waterhouse
Asset Management, Inc, and Funds Distributor, Inc. on behalf
of Registrant dated December 12, 1995**
(g)--Accounting Services Agreement between Waterhouse Asset
Management, Inc and MGF Service Corp. on behalf of Registrant
dated December 20, 1995**
(h)--State Registration Services Agreement between Registrant
and Clear Sky Corporation dated November 27, 1995**
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(11)--Consent of Independent Auditors, filed herewith
(12)--Inapplicable
(13)--Subscription Agreement between Registrant and FDI
Distribution Services, Inc. dated December 12, 1995**
(14)--Model Waterhouse Securities, Inc. Individual Retirement Plan*
(15)--Inapplicable
(16)(a)--Schedule for computation of each performance quotation
for Money Market Portfolio**
(16)(b)--Schedule for computation of each performance quotation
for the U.S. Government Portfolio**
(16)(c)--Schedule for computation of each performance quotation
for Municipal Portfolio**
(18)--Inapplicable
(27)--Financial Data Schedules**
- --------------
* Previously filed and incorporated by reference to Pre-Effective
Amendment No. 2 to Registration Statement on Form N-1A, File Nos.
33-96132; 811-9086, filed on December 12, 1995.
** Previously filed and incorporated by reference to identically numbered
Exhibit to Post-Effective Amendment No. 1 to Registration Statement on
Form N-1A, File Nos. 33-96132; 811-9086, filed on June 20, 1996.
Item 25. Persons Controlled by or under Common Control with Registrant.
Not applicable.
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Item 26. Number of Holders of Securities.
As of June 28, 1996, the number of record holders of each class of
securities of the Registrant were as follows:
<TABLE>
<CAPTION>
Title of Series Number of Record Holders
--------------- ------------------------
<S> <C>
Money Market Portfolio 169,295
U.S. Government Portfolio 29,888
Municipal Portfolio 17,068
</TABLE>
Item 27. Indemnification.
Section 2-418 of the General Corporation Law of the State of Maryland,
Article IX of the Registrant's Articles of Incorporation, filed as Exhibit
(b)(1) hereto, Article V of the Registrant's By-Laws, filed as Exhibit
(b)(2) hereto, and the Investment Management Agreement, filed as
Exhibit 5 hereto, provide for indemnification.
The Articles of Incorporation and By-Laws provide that to the fullest
extent that limitations on the liability of directors and officers are
permitted by the Maryland General Corporation Law, no director or officer
of the Registrant shall have any liability to the Registrant or to its
shareholders for damages.
The Articles of Incorporation and By-Laws further provide that the
Registrant shall indemnify and advance expenses to its currently acting and
its former directors to the fullest extent that indemnification of
directors is permitted by the Maryland General Corporation Law and the
Investment Company Act; that the Registrant shall indemnify and advance
expenses to its officers to the same extent as its directors and to such
further extent as is consistent with applicable law. The Board of Directors
may, through by-law, resolution or agreement, make further provisions for
indemnification of directors, officers, employees and agents to the fullest
extent permitted by the Maryland General Corporation Law. However, nothing
in the Articles of Incorporation or By-Laws protects any director or
officer of the Registrant against any liability to the Registrant or to its
shareholders to which he or she 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 or her office.
Section 2-418 of the General Corporation Law of the State of Maryland
provides that a corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is established
that (i) the act or omission of the director was material to the matter
giving rise to the proceeding; and (a) was committed in bad faith; or (b)
was the result of active and deliberate dishonesty; or (ii) the director
actually received an improper
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personal benefit in money, property, or services; or (iii) in the case of any
criminal proceeding, the director had reasonable cause to believe that the
act or omission was unlawful. Section 2-418 permits indemnification to be
made against judgments, penalties, fines, settlements, and reasonable
expenses actually incurred by the director in connection with the proceeding;
however, if the proceeding was one by or in the right of the corporation,
indemnification may not be made in respect of any proceeding in which the
director shall have been adjudged to be liable to the corporation. A
director may not be indemnified under Section 2-418 in respect of any
proceeding charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, in which the director
was adjudged to be liable on the basis that personal benefit was improperly
received.
Unless limited by the Registrant's charter, a director who has been
successful, on the merits or otherwise, in the defense of any proceeding
referred to above shall be indemnified against any reasonable expenses
incurred by the director in connection with the proceeding. Reasonable
expenses incurred by a director who is a party to a proceeding may be paid
or reimbursed by the corporation in advance of the final disposition of the
proceeding upon receipt by the corporation of (i) a written affirmation by
the director of the director's good faith belief that the standard of
conduct necessary for indemnification by the corporation has been met; and
(ii) a written undertaking by or on behalf of the director to repay the
amount if it shall ultimately be determined that the standard of conduct
has not been met.
The indemnification and advancement of expenses provided or authorized by
Section 2-418 may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director may be entitled under the
charter, the bylaws, a resolution of stockholders or directors, an
agreement or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office.
Under Section 2-418, a corporation may indemnify and advance expenses to an
officer, employee, or agent of the corporation to the same extent that it
may indemnify directors and a corporation, in addition, may indemnify and
advance expenses to an officer, employee, or agent who is not a director to
such further extent, consistent with law, as may be provided by its
charter, bylaws, general or specific action of its board of directors or
contract.
Under Section 2-418, a corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent
of the corporation, or who, while a director, officer, employee, or agent
of the corporation, is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, other
enterprise, or employee benefit plan against any liability asserted against
and incurred by such person in any such capacity or arising out of such
person's position, whether or not the corporation would have the power to
indemnify against liability under the provisions of such Section. A
corporation also may provide similar protection, including a trust fund,
letter of credit, or surety bond, not inconsistent with the
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foregoing. The insurance or similar protection may be provided by a
subsidiary or an affiliate of the corporation.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser.
The following persons are the directors and officers of the Investment
Manager:
DENNIS C. BORECKI, Director, President and Chief Operating Officer. Mr.
Borecki served as Executive Vice President in charge of operations,
systems, administration and customer service of Reich & Tang from 1990 to
July 1995.
KENNETH C. EBBITT, Chairman and Chief Executive Officer. Mr. Ebbitt served
as Executive Vice President of Reich & Tang and Chairman of Reich and
Tang's Cortland Funds from 1990 to July 1995.
DAVID HARTMAN, Senior Vice President and Chief Investment Officer. From
February 1995 through August 1995, Mr. Hartman served as Senior Vice
President and Senior Portfolio Manager of Fixed Income Separate Accounts at
Mitchell Hutchins - Paine Webber. Mr. Hartman also served in similar
capacities for Kidder Peabody & Co. from 1983 to 1995. Prior to that, Mr.
Hartman served as Vice President at Federated Investors Inc. from 1976 to
1983, and as a Senior Auditor at Arthur Anderson & Co. from 1967 to 1976.
RICHARD H. NEIMAN, Director and Secretary. Mr. Neiman has served as
Executive Vice President, General Counsel, Director and Secretary of
Waterhouse Investor Services, Inc. since July 1994. Mr. Neiman also serves
in similar capacities for Waterhouse Securities, Inc. Mr. Neiman has
served as General Counsel, Director and Secretary of Waterhouse National
Bank since July 1994. Prior to that, Mr. Neiman served as Director of
Price Waterhouse's Regulatory Advisory Practice from January 1990 to June
1994.
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FRANK J. PETRILLI, Director. Mr. Petrilli has served as President, Chief
Operating Officer and a Director of Waterhouse Investor Services, Inc.
since February 1995. Mr. Petrilli has served as a Director of Waterhouse
National Bank since March 1995. Prior to that, Mr. Petrilli served as
President and Chief Operating Officer of American Express Centurion Bank
from May 1993 to January 1995 and Chief Financial Officer from January 1991
to May 1993.
KENNETH I. COCO, Senior Vice President, Chief Financial Officer and
Treasurer. Mr. Coco has served as Executive Vice President--Administration
of Waterhouse Securities, Inc. since September 1979.
CHRISTINE A. WATERHOUSE, Senior Vice President. Ms. Waterhouse served as
President, Chief Executive Officer and a Director of Washington Discount
Brokerage Corp., a discount brokerage firm, from June 1993 to August 1995.
LAWRENCE M. WATERHOUSE, Jr., Director. Mr. Waterhouse has served as Chief
Executive Officer and Chairman of Waterhouse Investor Services, Inc. since
its inception in 1987. Mr. Waterhouse is the founder of Waterhouse
Securities, Inc. and has served as Chief Executive Officer since its
inception in March 1979. Mr. Waterhouse has also served as the Chairman of
the Board and Chief Executive Officer of Waterhouse Nicoll & Associates,
Inc. and L.M. Waterhouse & Co. since April 1987. Mr. Waterhouse also
serves as Chairman of Waterhouse National Bank since July 1994.
Item 29. Principal Underwriters.
(a) Funds Distributor, Inc. (the "Distributor") acts as principal
underwriter and distributor of the Registrant's shares. The Distributor
currently acts as a principal underwriter, depositor or investment adviser
for the following other investment companies:
Fremont Mutual Funds, Inc.
HT Insight Funds, Inc., d/b/a Harris Insight Funds
Harris Insight Funds Trust, d/b/a/ Harris Insight Funds
The Munder Funds Trust
The Munder Funds, Inc.
The Panagora Institutional Funds
BJB Investment Funds
Skyline Fund
Foreign Fund Inc.
(b) The following information is furnished with respect to each officer and
director of the Distributor. Unless otherwise indicated, the principal
business address of each such individual is One Exchange Place, 10th Floor,
Boston, Massachusetts 02109:
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<TABLE>
<CAPTION>
Name and Principal Position and Offices with Position and Offices
Business Address Funds Distributor, Inc. with Registrant
------------------- ------------------------- --------------------
<S> <C> <C>
Marie E. Connolly Director, President, None
Chief Executive Officer
and Compliance Officer
John E. Pelletier Senior Vice President, President
General Counsel,
Secretary and Clerk
Richard W. Ingram Senior Vice President Vice President
and Treasurer
Donald R. Roberson Senior Vice President None
Joseph F. Tower, III Senior Vice President, Assistant
Treasurer and Chief Treasurer
Financial Officer
Rui M. Moura First Vice President None
Bernard A. Whalen First Vice President None
Paula R. David Vice President None
Federick C. Dey Vice President None
Eric B. Fischman* Vice President and Vice President
Associate General and Secretary
Counsel
Hannah S. Grove Vice President None
Richard S. Joseph Vice President None
Dale F. Lampe Vice President None
Mary A. Nelson Vice President None
Paul M. Prescott Vice President None
Linda C. Raftery Vice President None
Joseph A. Vignone Vice President None
Maureen F. Walsh Vice President None
John J. Pyburn* Assistant Treasurer Vice President
and Assistant
Treasurer
Elizabeth A. Bachman* Assistant Vice Vice President
President and Assistant
and Counsel Secretary
William J. Nutt Director None
John W. Gomez Director None
</TABLE>
- -------------
* Principal business address is 200 Park Avenue, 6th Floor, New York, New
York 10166.
(c) Not applicable.
C-7
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Item 30. Location of Accounts and Records.
All accounts, books and other documents required to be maintained pursuant
to Section 31(a) of the Investment Company Act and the Rules thereunder are
maintained at the offices of the Registrant, the offices of the
Registrant's Investment Adviser and Administrator, Waterhouse Asset
Management, Inc., 100 Wall Street, New York, New York 10005, or (i) in the
case of records concerning custodial functions, at the offices of the
Registrant's Custodian, The Bank of New York, 48 Wall Street, New York, New
York 10286; (ii) in the case of records concerning transfer agency
functions, at the offices of the Registrant's transfer agent, Waterhouse
National Bank, 50 Main Street, White Plains, New York 10606, or Sub-
Transfer and Dividend Disbursing Agent, Waterhouse Securities or National
Investor Services Corp., 44 Wall Street, New York, New York 10005; (iii) in
the case of records concerning distribution, administration and certain
other functions, at the offices of the Fund's Distributor and Sub-
Administrator, Funds Distributor, Inc., One Exchange Place, 10th Floor,
Boston, Massachusetts 02109; and (iv) in the case of records concerning
fund accounting functions, at the offices of the Fund's fund accountant,
MGF Service Corp., 312 Walnut Street, Cincinnati, Ohio 45202.
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a director or directors
and to assist in communications with other shareholders, if requested to do
so by the holders of at least 10% of Registrant's then-outstanding shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post
Effective Amendment No. 2 to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of New
York, County of New York, and State of New York the 15th day of August
1996.
WATERHOUSE INVESTORS CASH MANAGEMENT FUND, INC.
Registrant
By: /s/ John E. Pelletier
--------------------------------
John E. Pelletier,
President (Principal
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 2 to Registration Statement has been signed below
on behalf of the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John E. Pelletier President (Principal August 15, 1996
John E. Pelletier Executive Officer)
/s/ Richard W. Ingram Vice President, August 15, 1996
Richard W. Ingram Treasurer (Principal
Financial and
Accounting Officer)
/s/ Richard W. Dalrymple Director August 15, 1996
Richard W. Dalrymple
/s/ Anthony J. Pace Director August 15, 1996
Anthony J. Pace
/s/ Theodore Rosen Director August 15, 1996
Theodore Rosen
/s/ Lawrence J. Toal Director August 15, 1996
Lawrence J. Toal
/s/ George F. Staudter Director August 15, 1996
George F. Staudter
</TABLE>
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INDEX TO EXHIBITS
(b)(11) -- Consent of Independent Auditors
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent Auditors
and Reports to Shareholders" and to the use of our report dated December 7, 1995
in this Registration Statement (Form N-1A No. 33-96132) of Waterhouse Investors
Cash Management Fund, Inc.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
August 14, 1996
