Deutsche Investment Management Americas Inc.
One Beacon Street
Boston, MA 02108
October 16, 2015
VIA EDGAR
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn.: Ms. Alison White
| RE: | Cash Management Portfolio (the “Fund”) (Reg. No. 811-06073) Proxy Statement on Schedule 14A under the Securities Exchange Act of 1934 |
Dear Ms. White:
This letter is being submitted in response to the comments of the staff of the Securities and Exchange Commission (the “SEC”) received via telephone on September 24, 2015 with regard to the above-noted Proxy Statement filed with the SEC on September 21, 2015.
The comments of the staff of the SEC are restated below followed by the Fund’s responses.
“Under the new rules, a government money market fund is a money market fund that invests at least 99.5% of its total assets in cash, government securities, and/or repurchase agreements that are collateralized by these same instruments.”
Response: The Fund revised the disclosure as requested.
Response: The Fund has revised the disclosure to note that DIMA solicited feedback from certain shareholders of the Fund.
Response: The Fund notes that Rule 2a-7(c)(2)(iii) allows a government money market fund to choose to rely on the ability to impose liquidity fees and suspend redemptions consistent with the requirements of Rule 2a-7(c)(2)(i) and/or (ii) and any other requirements that apply to liquidity fees and temporary suspensions of redemptions, but Rule 2a-7(c)(2)(iii) does not specifically require a government money market fund to provide shareholders with 60 days notice prior to implementing a liquidity fee or suspension of redemptions. The Fund believes that market events could arise that would make it appropriate for a government money market fund to impose a liquidity fee or suspend redemptions without sufficient time to provide at least 60 days prior notice to shareholders. The Fund also notes that a 60 days prior notice could also alarm shareholders and inadvertently cause a run on a government money market fund at a time when it would be harmful to the fund and any remaining shareholders. As a result, the Fund has not revised the disclosure to indicate that it would provide at least 60 days notice prior to the Fund imposing a liquidity fee or suspending redemptions.
Response: The Fund has provided additional details relating to the pros and cons of the proposal.
Response: The Fund has revised the proposed concentration policy to remove the parenthetical “(excluding U.S. Government Obligations)” and added clarifying disclosure to note that the concentration restriction would not apply to government securities, as that terms is defined in Section 2(a)(16) of the 1940 Act.
Response: The Fund notes that a prospectus supplement was filed on July 20, 2015 and mailed to shareholders disclosing the new name of the Fund contingent upon and
following its conversion to a government money market fund. In addition, shareholders of the Fund will also receive the proxy statement which sets out the Fund’s new name.
Response: The Fund has updated the proxy statement to include the relevant disclosure.
In connection with the above-referenced filing by the Fund, the Fund acknowledges that: (1) the Fund is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; (2) SEC staff comments or changes to disclosure in response to SEC staff comments to the Proxy Statement do not foreclose the SEC from taking any action with respect to the Proxy Statement; and (3) the Fund may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
If you have any questions regarding the foregoing, please do not hesitate to call me at (617) 295-3986.
Very truly yours,
/s/Scott D. Hogan
Scott D. Hogan
Director
cc: John Marten, Vedder Price P.C.