<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 1997.
1933 ACT REGISTRATION NO. 333-21187
1940 ACT REGISTRATION NO. 811-8047
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A
<TABLE>
<CAPTION>
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [_]
<S> <C>
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. [_]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [_]
Amendment No. 1 [X]
</TABLE>
(Check appropriate box or boxes)
----------------
ZURICH YIELDWISE MONEY FUND
(Exact name of Registrant as Specified in Charter)
222 South Riverside Plaza, Chicago, 60606
Illinois
(Address of Principal Executive (Zip Code)
Office)
Registrant's Telephone Number, including Area Code: (312) 537-7000
Philip J. Collora, Secretary With a copy to:
Zurich YieldWise Money Fund Cathy G. O'Kelly
222 South Riverside Plaza David A. Sturms
Chicago, Illinois 60606-5808 Vedder, Price, Kaufman & Kammholz
(Name and Address of Agent for Service) 222 North LaSalle Street
Chicago, Illinois 60601
APPROXIMATE DATE OF PROPOSED OFFERING: As soon as practicable after the
effective date of this Registration Statement.
Pursuant to Reg. (S) 270.24f-2 under the Investment Company Act of 1940,
Registrant hereby declares that an indefinite number or amount of shares are
being registered under the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ZURICH YIELDWISE MONEY FUND
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART A
OF FORM N-1A AND PROSPECTUS
<TABLE>
<CAPTION>
ITEM NUMBER OF FORM N-1A LOCATION IN PROSPECTUS
- ------------------------ ----------------------
<S> <C>
1.Cover Page................................. Cover Page
2.Synopsis................................... Overview; Summary of Expenses
3.Condensed Financial Information............ Inapplicable
4.General Description of Registrant.......... Overview; Capital Structure; How the Fund
Works; Investment Objective, Policies and
Risk Factors
5.Management of the Fund..................... Overview; Investment Manager; How to Make a
Purchase
5A.Management's Discussion of Fund Perfor-
mance....................................... Inapplicable
6.Capital Stock and Other Securities......... Overview; Capital Structure; Dividends and
Taxes;
How to Make a Purchase; Investment
Objective, Policies and Risk Factors
7.Purchase of Securities Being Offered....... Overview; How to Make a Purchase;
Determining Share Price; Investment
Manager; Special Features; Account Services
Directory
8.Redemption or Repurchase................... Overview; How to Make a Redemption; Special
Features; Account Services Directory
9.Pending Legal Proceedings.................. Inapplicable
</TABLE>
<PAGE>
ZURICH YIELDWISE MONEY FUND
PROSPECTUS
APRIL 14, 1997
ZURICH YIELDWISE MONEY FUND
222 SOUTH RIVERSIDE PLAZA,
CHICAGO, ILLINOIS 60606-5808,
1-800-537-6001.
The Fund seeks maximum current income to the extent consistent with stability
of principal. The Fund is designed for investors who are willing to make high
minimum investments and to pay for certain individual transactions in order to
pursue higher yields through lower expenses. The Fund invests exclusively in
high quality money market instruments.
This prospectus contains information about the Fund that a prospective in-
vestor should know before investing and should be retained for future refer-
ence. A Statement of Additional Information dated April 14, 1997, has been
filed with the Securities and Exchange Commission and is incorporated herein
by reference. It is available upon request without charge from the Fund at the
address above or by calling 1-800-537-6001.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOV-
ERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Overview.................................................................... 2
Summary of Expenses......................................................... 3
How the Fund Works.......................................................... 3
Investment Objective, Policies and Risk
Factors.................................................................... 4
Determining Share Price..................................................... 6
How To Make a Purchase...................................................... 7
How To Make a Redemption.................................................... 9
Moving to Another Fund...................................................... 12
Special Features............................................................ 12
Dividends and Taxes......................................................... 13
Investment Manager.......................................................... 14
Performance................................................................. 15
Capital Structure........................................................... 16
Account Services Directory.................................................. 17
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
OVERVIEW
INVESTMENT OBJECTIVE
Zurich YieldWise Money Fund (the "Fund") is an open-end, diversified,
management investment company designed to provide you with professional
management of your short-term investment dollars; the dollars that you want to
know are in high quality investments.
The Fund seeks maximum current income to the extent consistent with
stability of principal by investing in high-quality short-term money market
instruments. The Fund is designed for investors who are willing to make high
minimum investments and to pay for certain individual transactions in order to
pursue higher yields through lower costs. See "Summary of Expenses" and "How
to Make a Redemption" for a description of the individual account maintenance
and transaction fees.
The Fund may use a variety of investment techniques in seeking its objective
including the purchase of repurchase agreements and variable rate securities.
The Fund seeks to maintain a net asset value of $1.00 per share; however,
there is no assurance that the Fund's objective will be achieved or that the
Fund will be able to maintain a net asset value of $1.00 per share. See "How
the Fund Works" and "Investment Objective, Policies and Risk Factors."
INVESTMENT MANAGER
Zurich Kemper Investments, Inc. ("ZKI") is the investment manager for the
Fund and provides the Fund with continuous professional investment
supervision. ZKI is paid an annual investment management fee, payable monthly,
on a graduated basis ranging from .50% of the first $215 million of average
daily net assets of the Fund to .25% of average daily net assets of the Fund
over $800 million. See "Investment Manager."
BUYING AND SELLING SHARES
You may buy and sell shares of the Fund at net asset value with no sales
charge. The minimum initial investment is $25,000 and the minimum subsequent
investment is $1,000 (or $500 by Automatic Purchase Plan). Accounts may be
opened using the account application available from the Fund. Shares may be
purchased by mailing a check, by wire transfer or in person in downtown Chi-
cago and Kansas City. Please see "How To Make a Purchase" for more information
on how easy it is to invest. You may sell or redeem your shares by written re-
quest or by using one of the Fund's expedited redemption procedures. See "How
To Make a Redemption" for specific details.
DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are automatically
reinvested in additional shares of the Fund, unless you elect to be paid by
check. See "Dividends and Taxes."
SPECIAL FEATURES
A number of features are available to you, including Electronic Funds Trans-
fer Programs. See "Special Features" and "Account Services Directory" for a
description of these and other features.
2
<PAGE>
SUMMARY OF EXPENSES
SHAREHOLDER TRANSACTION EXPENSES*
<TABLE>
<S> <C>
Sales Load on Purchases............................................... None
Sales Load on Reinvested Dividends.................................... None
Deferred Sales Load................................................... None
Electronic Funds Transfer Fee on
Redemption........................................................... $2 each
Exchange Fee and Transaction Fee on Redemption by Mail or by Tele-
phone................................................................ $5 each
Wire Transaction Fee on Redemption.................................... $10 each
Checkwriting Fee on Redemption........................................ $2 each
Account Closeout Fee.................................................. $5**
</TABLE>
The fees listed above (other than the account closeout fee) are waived if
your account balance is $100,000 or more at the time of the transaction.
The individual transaction fees paid by shareholders will accrue to the
Fund. The fees will be used to offset transfer agency and out-of-pocket ex-
penses of the Fund, which should benefit all Fund shareholders by helping to
reduce the Fund's expenses.
- -------
*Investment dealers and other firms may independently charge additional fees
for shareholder transactions or for advisory services; please see their mate-
rials for details. The table does not include the $1.00 monthly small account
fee. See "How to Make a Redemption."
**There is a $10 fee for closing an account within one year of opening the ac-
count. For individual retirement accounts, there is a $5 fee for closing an
account within one year of opening the account, but there is no closeout fee
for accounts closed one year or more after opening the account.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets after management fee and expense
reduction)
<S> <C>
Management Fees......................................................... 0.00%
-----
12b-1 Fees.............................................................. None
Other Expenses.......................................................... 0.00%
-----
Total Operating Expenses................................................ 0.00%
-----
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE
<S> <C>
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return and redemption by mail at the end of each time period:
</TABLE>
<TABLE>
<S> <C>
After 1 year $ 7
After 3 years $20
</TABLE>
The purpose of the preceding table is to assist you in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. As discussed more fully under "Investment Manager," the Fund's in-
vestment manager has agreed to temporarily reduce its management fee to 0% and
temporarily reimburse or pay 100% of the Fund's other operating expenses for a
period of at least six months from the date the Fund commences operations. It
is anticipated that the Fund will commence operations on or about April 14,
1997. In addition, the Fund's investment manager has agreed to waive its man-
agement fee and absorb operating expenses to the extent necessary to maintain
the Fund's total operating expenses at no more than .45% until January 1,
1999. Without such fee reduction and expense reimbursement, "Management Fees"
would be .50%, "Other Expenses" would be .13%, and "Total Operating Expenses"
would be .63%. "Other Expenses" (without the effects of the reimbursement) is
an estimate for the current fiscal year. The Example assumes a 5% annual rate
of return pursuant to requirements of the Securities and Exchange Commission.
This hypothetical rate of return is not intended to be representative of past
or future performance of the Fund. The Example should not be considered to be
a representation of past or future expenses. Actual expenses may be greater or
less than those shown.
HOW THE FUND WORKS
Zurich YieldWise Money Fund is designed to provide you with professional
management of short-term investment dollars. The Fund seeks maximum current
income consistent with stability of principal. It is designed for investors
who are willing to make high minimum investments and to pay for certain indi-
vidual transactions in order to pursue higher yields through lower expenses.
With all other things being equal, the lower a fund's expenses, the higher the
return. Because the Fund combines its shareholders' money, it can buy and sell
large blocks
3
<PAGE>
of securities, which reduces transaction costs and maximizes yields. The Fund
is managed by investment professionals who analyze market trends to take advan-
tage of changing conditions and who seek to minimize risk by diversifying the
Fund's investments.
The Fund seeks to maintain a net asset value of $1.00 per share. Thus, the
Fund is designed for investors who want to avoid the fluctuations of principal
commonly associated with equity and long-term bond investments. The fluctua-
tions of these other types of investments are often represented by the movement
of various unmanaged market indexes, such as the Dow Jones Industrial Average.
In addition, there can be no guarantee that the Fund will achieve its objective
or that it will maintain a net asset value of $1.00 per share.
INVESTMENT OBJECTIVE, POLICIES AND RISK FACTORS
THE FUND SEEKS MAXIMUM CURRENT INCOME TO THE EXTENT CONSISTENT WITH STABILITY
OF PRINCIPAL. The Fund pursues its objective by investing exclusively in the
following types of U.S. Dollar denominated money market instruments that mature
in 397 days or less:
1. Obligations of, or guaranteed by, the U.S. or Canadian governments, their
agencies or instrumentalities.
2. Bank certificates of deposit, time deposits or bankers' acceptances of
U.S. banks (including their foreign branches) and Canadian chartered banks hav-
ing total assets in excess of $1 billion.
3. Bank certificates of deposit, time deposits or bankers' acceptances of
foreign banks (including their U.S. and foreign branches) having total assets
in excess of $10 billion.
4. Commercial paper, notes, bonds, debentures, participation certificates or
other debt obligations that (i) have received a high-quality short-term rating
by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P"), Duff & Phelps, Inc. ("Duff"), Fitch Investors Services, Inc.
("Fitch"), or any other nationally recognized statistical rating organization
as determined by the Securities and Exchange Commission; or (ii) if unrated,
are determined to be at least equal in quality to one or more of the above rat-
ings in the discretion of the Fund's investment manager. Currently, only obli-
gations in the top two short-term rating categories are considered to be rated
high quality. The two highest short-term rating categories of Moody's, S&P,
Duff and Fitch for commercial paper are Prime-1 and Prime-2; A-1 and A-2; Duff-
1 and Duff-2; and F-1 and F-2, respectively. For a description of these rat-
ings, see "Appendix--Ratings of Investments" in the Statement of Additional In-
formation.
5. Repurchase agreements of obligations that are suitable for investment un-
der the categories set forth above. Repurchase agreements are discussed below.
Investments by the Fund in Eurodollar certificates of deposit issued by Lon-
don branches of U.S. banks, or obligations issued by foreign entities, includ-
ing foreign banks, involve risks that are different from investments in securi-
ties of domestic branches of U.S. banks. These risks may include future unfa-
vorable political and economic developments, possible withholding taxes on in-
terest payments, seizure of foreign deposits, currency controls, interest limi-
tations or other governmental restrictions that might affect payment of princi-
pal or interest. The market for such obligations may be less liquid and, at
times, more volatile than for securities of domestic branches of U.S. banks.
Additionally, there may be less public information available about foreign
banks and their branches. The profitability of the banking industry is depen-
dent largely upon the availability and cost of funds for the purpose of financ-
ing lending operations under prevailing money market conditions. General eco-
nomic conditions as well as exposure to credit losses arising from possible fi-
nancial difficulties of borrowers play an important part in banking operations.
As a result of federal and state laws and regulations, domestic banks are,
among other things, required to maintain specified levels of reserves, limited
in the amounts they can loan to a single borrower and subject to other regula-
tions designed to promote financial soundness. However, not all such laws and
regulations apply to the foreign branches of domestic banks. Foreign branches
of foreign banks are not regulated by U.S. banking authorities, and generally
are not bound by accounting, auditing and financial reporting standards compa-
rable to U.S. banks. Bank obligations held by the Fund do not benefit
4
<PAGE>
Investment Objective and Policies--continued
materially from insurance from the Federal Deposit Insurance Corporation.
The Fund may invest in commercial paper which is issued by major corporations
without registration under the Securities Act of 1933 in reliance upon the ex-
emption from registration afforded by Section 3(a)(3) thereof. Such commercial
paper may be issued only to finance current transactions and must mature in
nine months or less. Trading of such commercial paper is conducted primarily by
institutional investors through investment dealers, and individual investor
participation in the commercial paper market is very limited.
The Fund may also invest in commercial paper issued in reliance upon the so-
called "private placement" exemption from registration afforded by Section 4(2)
of the Securities Act of 1933 ("Section 4(2) paper"). Section 4(2) paper is re-
stricted as to disposition under the federal securities laws, and generally is
sold to institutional investors such as the Fund who agree that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) pa-
per normally is resold to other institutional investors like the Fund through
or with the assistance of the issuer or investment dealers who make a market in
the Section 4(2) paper, thus providing liquidity. The Fund's investment manager
considers the legally restricted but readily saleable Section 4(2) paper to be
liquid; however, pursuant to procedures approved by the Board of Trustees of
the Fund, if a particular investment in Section 4(2) paper is not determined to
be liquid, that investment will be included within the 10% limitation on illiq-
uid securities discussed under "The Fund" below. The Fund's investment manager
monitors the liquidity of the Fund's investments in Section 4(2) paper on a
continuous basis.
The Fund may invest in high quality participation certificates ("certifi-
cates") representing undivided interests in trusts that hold a portfolio of re-
ceivables from consumer and commercial credit transactions, such as transac-
tions involving consumer revolving credit card accounts or commercial revolving
credit loan facilities. The receivables would include amounts charged for goods
and services, finance charges, late charges and other related fees and charges.
Interest payable on the certificates may be fixed or may be adjusted periodi-
cally or "float" continuously according to a formula based upon an objective
standard such as the 30-day commercial paper rate. See "Additional Investment
Information" below for a discussion of "Variable Rate Securities." A trust may
have the benefit of a letter of credit from a bank at a level established to
satisfy rating agencies as to the credit quality of the assets supporting the
payment of principal and interest on the certificates. Payments of principal
and interest on the certificates would be dependent upon the underlying
receivables in the trust and may be guaranteed under a letter of credit to the
extent of such credit. The quality rating by a rating service of an issue of
certificates is based primarily upon the value of the receivables held by the
trust and the credit rating of the issuer of any letter of credit and of any
other guarantor providing credit support to the trust. The Fund's investment
manager considers these factors as well as others, such as any quality ratings
issued by the rating services identified above, in reviewing the credit risk
presented by a certificate and in determining whether the certificate is appro-
priate for investment by the Fund. Collection of receivables in the trust may
be affected by various social, legal and economic factors affecting the use of
credit and repayment patterns, such as changes in consumer protection laws, the
rate of inflation, unemployment levels and relative interest rates. It is an-
ticipated that for most publicly offered certificates there will be a liquid
secondary market or there may be demand features enabling the Fund to readily
sell its certificates prior to maturity to the issuer or a third party. While
the Fund may invest without limit in certificates, it is currently anticipated
that such investments will not exceed 25% of the Fund's assets.
The Fund may concentrate 25% or more of its assets in bank certificates of
deposit, time deposits or banker's acceptances of United States banks and their
domestic branches in accordance with its investment objective and policies. Ac-
cordingly, the Fund may be more adversely affected by changes in market or eco-
nomic conditions and other circumstances affecting the banking
5
<PAGE>
Investment Objective and Policies--continued
industry than it would be if the Fund's assets were not so concentrated.
ADDITIONAL INVESTMENT INFORMATION
In addition to the specific investment objective and policies listed above,
the Fund limits its investments to securities that meet the requirements of
Rule 2a-7 under the Investment Company Act of 1940 (the "1940 Act"). See "De-
termining Share Price."
The Fund may invest in instruments that have interest rates that adjust peri-
odically or that "float" continuously according to formulae intended to mini-
mize fluctuation in values of the instruments ("Variable Rate Securities"). The
interest rate on a Variable Rate Security is ordinarily determined by reference
to or is a percentage of an objective standard such as a bank's prime rate, the
90-day U.S. Treasury bill rate, or the rate of return on commercial paper or
bank certificates of deposit. Generally, the changes in the interest rate on
Variable Rate Securities reduce the fluctuation in the market value of such se-
curities. Accordingly, as interest rates decrease or increase, the potential
for capital appreciation or depreciation is less than for fixed-rate obliga-
tions. Some Variable Rate Securities ("Variable Rate Demand Securities") have a
demand feature entitling the purchaser to resell the securities at an amount
approximately equal to amortized cost or the principal amount thereof plus ac-
crued interest. As is the case for other Variable Rate Securities, the interest
rate on Variable Rate Demand Securities varies according to some objective
standard intended to minimize fluctuation in the values of the instruments. The
Fund determines the maturity of Variable Rate Securities in accordance with Se-
curities and Exchange Commission rules which allow the Fund to consider certain
of such instruments as having maturities shorter than the maturity date on the
face of the instrument.
The Fund may invest in repurchase agreements, which are instruments under
which the Fund acquires ownership of a security from a broker-dealer or bank
that agrees to repurchase the security at a mutually agreed upon time and price
(which price is higher than the purchase price), thereby determining the yield
during the Fund's holding period. Maturity of the securities subject to repur-
chase may exceed 397 days. In the event of a bankruptcy or other default of a
seller of a repurchase agreement, the Fund might incur expenses in enforcing
its rights, and could experience losses, including a decline in the value of
the underlying securities and loss of income.
The Fund will not purchase illiquid securities if, as a result thereof, more
than 10% of the Fund's net assets valued at the time of the transaction would
be invested in such securities. If the Fund holds a material percentage of its
assets in illiquid securities, there may be a question concerning the ability
of the Fund to make payment within seven days of the date its shares are ten-
dered for redemption. Securities and Exchange Commission guidelines provide
that the usual limit on aggregate holdings by a money market fund of illiquid
assets is 10% of its net assets.
The Fund may not borrow money except as a temporary measure for extraordinary
or emergency purposes, and then only in an amount up to one-third of the value
of its total assets, in order to meet redemption requests without immediately
selling any portfolio securities. Any such borrowings under this provision will
not be collateralized. If for any reason the current value of the Fund's total
assets falls below an amount equal to three times the amount of its indebted-
ness from money borrowed, the Fund will, within three days (not including Sun-
days and holidays), reduce its indebtedness to the extent necessary. The Fund
will not borrow for leverage purposes.
The Fund has adopted certain investment restrictions that are presented in
the Statement of Additional Information and that, together with the investment
objective of the Fund, cannot be changed without approval by holders of a ma-
jority of its outstanding voting shares. As defined in the 1940 Act, this means
the lesser of the vote of (a) 67% of the shares of the Fund present at a meet-
ing where more than 50% of the outstanding shares are present in person or by
proxy; or (b) more than 50% of the outstanding shares of the Fund. Policies of
the Fund that are not incorporated into any of the fundamental investment re-
strictions referred to above may be changed by the Board of Trustees of the
Fund without shareholder approval.
6
<PAGE>
Determining Account Value--continued
HOW TO MAKE A PURCHASE
Whether you're opening an account or adding to it, we hope that you'll find
that we've made your shareholder transactions easy. Shares of the Fund are sold
at their net asset value with no sales charge. To open an account you should
use the account application available from the Fund and choose one of the meth-
ods outlined in the table on the following page. Call 1-800-537-6001 if you
have questions or need assistance.
<TABLE>
<CAPTION>
Minimum Investment Amounts
- -------------------------------------------
<S> <C>
INITIAL INVESTMENT $25,000
For Individual Retirement Accounts $10,000
SUBSEQUENT PURCHASE $ 1,000
For Individual Retirement Accounts $ 1,000
Automatic Purchase Plan* $ 500
MINIMUM BALANCE REQUIREMENT** $10,000
</TABLE>
- --------
*See "Special Features" for more information regarding Automatic Purchase Plan.
**There is a $1 per month small account fee for account balances under $10,000.
DETERMINING SHARE PRICE
The price you pay when you buy shares in the Fund and the price you receive
if you redeem is the net asset value computed after we receive your order to
buy or redeem in proper form (as described under "How To Make a Purchase"). The
net asset value per share of the Fund is calculated by dividing the total value
of the assets of the Fund, minus its liabilities, by the total number of its
shares outstanding. The Fund seeks to maintain a net asset value of $1.00 per
share, although there can be no assurance that it will be able to do so.
The net asset value per share of the Fund is determined on each day the New
York Stock Exchange is open for trading, at 11:00 a.m., 1:00 p.m. and 3:00 p.m.
Central time.
The Fund values its portfolio instruments at amortized cost in accordance
with Rule 2a-7 under the 1940 Act, which means that they are valued at their
acquisition cost (as adjusted for amortization of premium or discount) rather
than at current market value. Calculations are made to compare the value of the
Fund's investments valued at amortized cost with market-based value. Market-
based valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. If a deviation of
1/2of 1% or more were to occur between the Fund's net asset value per share
calculated by reference to market-based values and the Fund's $1.00 per share
net asset value, or if there were any other deviation that the Board of Trust-
ees believed would result in a material dilution to shareholders or purchasers,
the Board of Trustees would promptly consider what action, if any, should be
initiated. In order to value its investments at amortized cost, the Fund pur-
chases only securities with a maturity of 397 days or less and maintains a dol-
lar-weighted average portfolio maturity of 90 days or less. In addition, the
Fund limits its portfolio investments to securities that meet the quality and
diversification requirements of Rule 2a-7.
7
<PAGE>
How To Make A Purchase--continued
HOW TO MAKE A PURCHASE
<TABLE>
<CAPTION>
INITIAL INVESTMENT ($25,000 OR MORE) SUBSEQUENT INVESTMENT ($1,000 OR
MORE)
- -----------------------------------------------------------------------------------------------------------------
<C> <S> <C>
BY MAIL . Complete the Account Application and mail . Make your check payable to ZYMF
it with your check (payable to ZYMF) to: and mail it to:
Zurich Kemper Service Company Zurich Kemper Service Company
Transfer Agency Division Transfer Agency Division
P.O. Box 419356 P.O. Box 419154
Kansas City, Missouri 64141-6356 Kansas City, Missouri 64141-
6154
. To exchange by mail, send your
request to:
Zurich YieldWise Money Fund
P.O. Box 419557
Attention: Exchange Department
Kansas City, Missouri 64141-
6557
- -----------------------------------------------------------------------------------------------------------------
BY PHONE . Call 1-888-ZURICH-1 (987-4241) to . Call 1-888-ZURICH-1 (987-4241)
exchange from a Zurich Money Funds to exchange from a Zurich Money
account. Funds account.
- -----------------------------------------------------------------------------------------------------------------
IN PERSON . In downtown Chicago, you can make a . In downtown Chicago, you can
direct investment at our Service Center at make a direct investment at our
222 South Riverside Plaza. In Kansas City, Service Center at 222 South
you can make a direct investment at 811 Riverside Plaza. In Kansas City,
Main Street, 7th Floor. you can make a direct investment
at 811 Main Street, 7th Floor.
- -----------------------------------------------------------------------------------------------------------------
BY WIRE TRANSFER . To open an account through wire transfer . Instruct your bank to wire your
(Federal Funds) of Federal Funds, call 1-800-537-6001. investment, together with your
name and account number, to:
. Provide your account registration Zurich YieldWise Money Fund,
instruction to the service representative. United Missouri Bank
You will be provided with your new account of Kansas City, N.A.
number over the phone. ABA #1010-0069-5
Fund Account #9870838818
. The Fund accepts wires at no charge, . The Fund accepts wires at no
although your bank may charge you for this charge, although your bank may
service. charge you for this service.
. Instruct your bank to wire your
investment, together with your name and
new account number, to:
Zurich YieldWise Money Fund:
United Missouri Bank of Kansas City, N.A.
ABA # 1010-0069-5
Fund Account #9870838818
- -----------------------------------------------------------------------------------------------------------------
BY ELECTRONIC FUNDS TRANSFER . Unavailable for opening an account. Please see "Special Features" for
(Automated Clearing House funds) more information on these
services.
. EZ-Transfer
. Automatic Purchase Plan ($500
minimum)
All transactions are via the
Automated
Clearing House ("ACH") System.
</TABLE>
8
<PAGE>
How To Make A Purchase--continued
OTHER INFORMATION
Purchases by check or other negotiable bank draft will be invested as of 3:00
p.m. Central time on the next business day after receipt and such shares will
begin earning dividends the following calendar day. Purchases by check drawn on
a foreign bank will normally be effective after the check clears. See "Purchase
and Redemption of Shares" in the Statement of Additional Information.
Purchases by wire of Federal Funds (i.e. monies credited to a bank's account
with its regional Federal Reserve Bank) will be effected at the next determined
net asset value. Purchases will receive that day's dividend if effected at or
prior to 1:00 p.m. Central time and will receive the dividend for the next cal-
endar day if effected at 3:00 p.m. Central time.
The Fund reserves the right to withdraw all or any part of the offering made
by this prospectus or to reject purchase orders. The Fund also reserves the
right at any time to waive or increase the minimum investment requirements. All
orders to purchase shares are subject to acceptance by the Fund and are not
binding until confirmed or accepted in writing. Any purchase that would result
in total account balances for a single shareholder in excess of $3 million is
subject to prior approval by the Fund. Share certificates are issued only on
request to the Fund and may not be available for certain types of account reg-
istrations. Investments may also be made in the Fund through broker-dealers and
others, who may charge a commission or other fee for their services. A $10
service fee will be charged when a check for the purchase of shares is returned
because of insufficient or uncollected funds or a stop payment order.
If you elect to redeem Fund shares purchased by check or through EZ-Transfer
or Automatic Purchase Plan, the Fund may delay transmittal of redemption pro-
ceeds until it has determined that collected funds have been received for the
purchase of such shares, which could be up to 10 calendar days from receipt by
the Fund of the purchase amount. See also "How to Make a Redemption."
HOW TO MAKE A REDEMPTION
You can access all or part of your account by selling your shares. Your
shares will be redeemed at the next determined net asset value after your re-
quest has been received in proper form. If processed at 3:00 p.m. Central time,
you will receive that day's dividend on the shares you sold. If you redeem all
your shares, you will receive the net asset value of such shares and all de-
clared but unpaid dividends on such shares. You may use any of the methods de-
scribed in the following chart to sell your shares.
If your account balance is less than $100,000, the following fees apply to
individual redemption transactions: $2 for each check you write for $1,000 or
more and $12 for each such check under $1,000, $2 for each electronic funds
transfer, $5 for each exchange, $5 for each telephone redemption and each re-
demption by mail, and $10 for each bank wire. There is a $5 fee for closing an
account; however, there is a $10 fee for closing an account within one year of
opening the account. For individual retirement accounts, there is no fee for
closing an account, but there is a $5 fee for closing an account within one
year of opening the account.
The individual transaction fees paid by shareholders will accrue to the Fund.
The fees will be used to offset transfer agency and out-of-pocket expenses of
the Fund, which should benefit all Fund shareholders by helping to reduce the
Fund's expenses.
9
<PAGE>
How To Make A Redemption--continued
HOW TO MAKE A REDEMPTION
<TABLE>
<C> <S>
BY REDEMPTION CHECK . All Redemption Checks should be for a
($2 fee per check) minimum of $1,000. Redemption Checks
written in an amount less than $1,000
will also be charged a $10 service fee.
. Redemption Checks should not be used to
close your account since the account
normally includes accrued but unpaid
dividends and the account closeout fee
must be deducted from your balance.
- -------------------------------------------------------------------------------
BY PHONE . Telephone requests may be made by
($5 fee--check by mail) calling 1-888-ZURICH-1 (987-4241)
($2 fee--electronic funds transfer) Monday-Friday, 7 a.m. to 6 p.m. CST and
Saturday, 8 a.m. to 3 p.m. CST or use
24-hour Zurich InfoLine (888) 987-8678.
You may receive the proceeds via:
.check by mail to the address to which
your account is registered, or
.electronic funds transfer (minimum
$1,000 and maximum $50,000) to a pre-
authorized bank account.
See "Special Features--EZ-Transfer."
. You may exchange to Zurich Money Funds.
See "Moving to Another Fund".
- -------------------------------------------------------------------------------
BY WIRE . You need to have signed up for the wire
($10 fee) transfer privilege and have the forms on
file with the Shareholder Service Agent
before using it. Minimum wire: $1,000
. Telephone requests may be made by
calling 1-888-ZURICH-1 (987-4241).
. Proceeds will be sent only to the bank
or trust company you have designated on
the Account Application.
- -------------------------------------------------------------------------------
BY MAIL . Complete a written request that includes
($5 fee) the following information: each account
owner's name, your account number, the
amount to be redeemed, and the signature
of each owner exactly as it appears on
the account, including any special
capacity of the registered owner. See
"Signature Guarantee may be Required"
below.
. Mail the written request to Zurich
Kemper Service Company, Transfer Agency
Division, P.O. Box 419557, Kansas City,
Missouri 64141-6557.
</TABLE>
SIGNATURE GUARANTEE REQUIREMENTS
If the proceeds of a redemption are $50,000 or less and the proceeds are pay-
able to the shareholder of record at the address of record, normally a tele-
phone request or a written request by any one account holder without a signa-
ture guarantee is sufficient for redemptions by individual or joint account
holders, and trust, executor and guardian account holders (excluding custodial
accounts for gifts and transfers to minors), provided the trustee, executor or
guardian is named in the account registration. Other institutional account
holders and guardian account holders of custodial accounts for gifts and trans-
fers to minors may exercise the special privilege of redeeming shares by tele-
phone request or written request without signature guarantee subject to the
same conditions as individual account holders and subject to the limitations on
liability described under "General" below, provided that the privilege has been
pre-authorized by the institutional account holder or guardian account holder
by written instruction to Zurich Kemper Service Company (the "Shareholder Serv-
ice Agent") with signatures guaranteed. All other redemption requests must in-
clude a signature guaranteed by a commercial bank, trust company, savings and
loan association, federal savings bank, member firm of a national securities
exchange or other eligible financial institution. The privilege of redeeming
shares by telephone request or by written request without a signature guarantee
may not be used to redeem shares held in certificated form and may not be used
if the shareholder's account has had an address change within 30 days of the
redemption request.
ADDITIONAL INFORMATION
. REDEMPTION BY WIRE. Requests for wire transfer redemptions received by the
Shareholder Service Agent prior to 11:00 a.m. Central time will result in
shares being redeemed that day and normally a wire transfer will be sent to the
designated account that day. Dividends for that day will not be earned. The
Fund is not responsible for the efficiency of the federal wire system or the
account holder's financial services firm or bank. You are responsible for any
charges your firm or bank makes for sending or receiving wire transfers. To
change the designated account to receive wire redemption proceeds, send a writ-
ten request to the Shareholder Service Agent with signatures guaranteed as de-
scribed above.
10
<PAGE>
How To Make A Redemption--continued
. REDEMPTION BY REDEMPTION CHECK. If you select the checkwriting method of re-
demption on your account application, you will normally receive drafts ("Re-
demption Checks") within 2 weeks of opening your account which you may use to
draw on your Fund account, but not to close it. When a Redemption Check is pre-
sented for payment, a sufficient number of full and fractional shares in your
account will be redeemed at the next determined net asset value to cover the
amount of the Redemption Check. This will enable you to continue earning daily
dividends until the Fund receives the Redemption Check.
You may write Redemption Checks payable to the order of any person in any
amount not less than $1,000 but not more than $5 million. Unless one signer is
authorized on the account application, Redemption Checks must be signed by all
account holders. If the Shareholder Service Agent receives written notice by
any owner revoking the authorization to sign individually, all account owners
will be required to sign. Redemption Checks must be signed exactly as the ac-
count is registered. The Fund may refuse to honor Redemption Checks whenever
the right of redemption has been suspended or postponed, or whenever the ac-
count is otherwise impaired. A $10 service fee will be charged when a Redemp-
tion Check is presented to redeem Fund shares in excess of the value of your
Fund account or in an amount less than $1,000; when a Redemption Check is pre-
sented that would require redemption within 10 days of shares that were pur-
chased by check or through EZ-Transfer or Automatic Purchase Plan; or when you
request "stop payment" of a Redemption Check by telephone or in writing. A
"stop payment" request may be made by calling 1-888 ZURICH-1 (987-4241).
GENERAL
If shares of the Fund to be redeemed were purchased by check or through EZ-
Transfer or Automatic Purchase Plan (see "Special Features--Electronic Funds
Transfer Programs") the Fund may delay transmittal of redemption proceeds until
it has determined that collected funds have been received for the purchase of
such shares, which could be up to 10 days from receipt by the Fund of the pur-
chase amount. Shareholders may not use wire transfer or Redemption Check fea-
tures until the shares being redeemed have been owned for at least 10 days.
There is no such delay when the shares being redeemed were originally purchased
by wiring Federal Funds. The Fund reserves the right to terminate or modify the
telephone, wire transfer or check redemption privileges at any time.
If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as de-
scribed in the prospectus for that other fund, the redemption of such shares
may be subject to a contingent deferred sales charge as explained in such pro-
spectus.
Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for ap-
propriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The
Fund or its agents may be liable for losses, expenses or costs arising out of
fraudulent or unauthorized telephone requests pursuant to these privileges, un-
less the Fund or its agent reasonably believes, based upon reasonable verifica-
tion procedures, that the telephonic instructions are genuine. The SHAREHOLDER
WILL BEAR THE RISK OF LOSS, including loss resulting from fraudulent or unau-
thorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.
THE FUND MAY ASSESS A MONTHLY FEE OF $1 ON ANY ACCOUNT WITH A BALANCE BELOW
$10,000 FOR 30 CONSECUTIVE DAYS.
11
<PAGE>
MOVING TO ANOTHER FUND
You may exchange your shares of the Fund for shares of Zurich Money Funds.
Exchanges are made based on relative dollar values of the shares involved in
the exchange. If your account balance is less than $100,000, there will be a
$5.00 fee for each exchange out of the Fund. In addition, dealers or other
firms may charge for their services. The exchange minimum is $1,000. To ex-
change shares, call us or contact your financial adviser to obtain a prospec-
tus for Zurich Money Funds. You may make an exchange by mail or by telephone:
BY TELEPHONE
Once you've completed the authorization section on the account application
and we have it on file, the Shareholder Service Agent will honor requests by
telephone at 1-888-ZURICH-1 (987-4241), subject to the limitations on liabil-
ity described under "How To Make a Redemption--General." During periods when
it is difficult to contact the Shareholder Service Agent by telephone, it may
be difficult to use the telephone exchange privilege.
BY MAIL
Send your request to:
Zurich YieldWise Money Fund
P.O. Box 419557
Attention: Exchange Department
Kansas City, Missouri 64141-6557
Exchanges will be effected by redemption of shares of the fund held and pur-
chase of shares of the other fund. For federal income tax purposes, any such
exchange constitutes a sale upon which a gain or loss may be realized, depend-
ing upon whether the value of the shares being exchanged is more or less than
the shareholder's adjusted cost basis. The exchange privilege is not a right
and may be suspended, terminated or modified at any time. Except as otherwise
permitted by applicable regulation, 60 days prior written notice of any termi-
nation or material change will be provided.
AUTOMATIC EXCHANGE PLAN
With an account balance of $10,000 or more, shareholders may authorize the
automatic exchange of a specified amount ($1,000 minimum) of shares of the
Fund for shares of Zurich Money Funds. If selected, exchanges will be made au-
tomatically until the privilege is terminated by the shareholder or the Fund.
Exchanges are subject to the terms and conditions described above except that
there is no minimum investment requirement for the Zurich Money Funds acquired
on exchange. Each automatic exchange out of the Fund is subject to the $5.00
exchange fee.
SPECIAL FEATURES
ELECTRONIC FUNDS TRANSFER PROGRAMS
For your convenience, the Fund has established several investment and re-
demption programs using electronic funds transfer via the ACH System which are
described below. There is currently a $2.00 fee for each redemption using
electronic funds transfer. Shareholders should contact the Shareholder Service
Agent at 1-888-ZURICH-1 (987-4241) for more information.
. EZ-TRANSFER With just one easy phone call, EZ-Transfer allows you to quickly
and conveniently transfer money (minimum $1,000 and maximum $50,000) from your
bank, savings and loan or credit union account to purchase shares in the Fund.
You can also redeem shares (minimum $1,000 and maximum $50,000) from your Fund
account and transfer the proceeds to your bank, savings and loan or credit
union checking account. When you choose to participate in the EZ-Transfer pro-
gram, you designate the bank, savings and loan or credit union account which
will be debited or credited under the program. After you have received a no-
tice confirming that this service has been added to your Fund account, please
allow a minimum of 20 days for bank notification and processing. By choosing
to participate in this program, you authorize the Shareholder Service Agent to
rely upon telephone instructions from any person to transfer the specified
amounts between your Fund account and your predesignated bank, savings and
loan or credit union account, subject to the limitations on liability under
"How To Make a Redemption--General." The Shareholder Service Agent will then
purchase or redeem sufficient full and fractional shares in your account to
satisfy the request. Once you are enrolled in EZ-Transfer, you can initiate a
transaction by simply calling Shareholder Services toll free at 1-888-ZURICH-1
(987-4241)
12
<PAGE>
Special Features--continued
Monday through Friday, 8:00 a.m. to 3:00 p.m. Central time or by calling the
Zurich InfoLine at 1-888 987-8678 24 hours a day. See "How To Make a Redemp-
tion--General" for information on our 10 day hold policy. Any account holder
may terminate this privilege by sending written notice to Zurich YieldWise
Money Fund, P.O. Box 419415, Kansas City, Missouri 64141-6415. Termination
will become effective as soon as the Shareholder Service Agent has had a rea-
sonable time to act upon the request. EZ-Transfer cannot be used with passbook
savings accounts. This program may not be used for tax-deferred plans such as
Individual Retirement Accounts (IRAs).
. AUTOMATIC PURCHASE PLAN You may establish an automatic investment program
with your Fund account. With Automatic Purchase Plan, monthly investments
(minimum $500 and maximum $50,000) are made automatically from your account at
a bank, savings and loan, or credit union into your Fund account. By signing
up for this privilege, you authorize the Fund and its agents to take money out
of your predesignated bank, savings and loan or credit union account and in-
vest that money in your Fund account. Any account owner may terminate this
privilege simply by sending written notice to Zurich YieldWise Money Fund,
P.O. Box 419415, Kansas City, Missouri 64141-6415. Termination will become ef-
fective as soon as the Shareholder Service Agent has had a reasonable time to
act upon the request. This privilege may not be used with passbook savings ac-
counts.
. DIRECT CHECK DEPOSIT SERVICE You may conveniently invest in the Fund through
Payroll Direct Deposit or Government Direct Deposit. You can arrange to have
all or a portion of your net pay or government check ($500 minimum) automati-
cally invested in your Fund account each payment period. You may terminate
your participation in these programs by giving written notice to your employer
or the government agency, as appropriate. (A reasonable time to act is re-
quired.) The Fund is not responsible for the efficiency of your employer or
the government agency making the payment or any financial institution trans-
mitting payment.
To use these features, the participating financial institution must be af-
filiated with the ACH System. This ACH affiliation permits the Shareholder
Service Agent to electronically transfer money between your bank account or
employer's payroll bank in the case of Payroll Direct Deposit or the U.S. Gov-
ernment in the case of Government Direct Deposit, and your Fund account. Your
financial institution's crediting policies for these transferred funds may
vary. These features may be amended or terminated at any time by the Fund.
OTHER SPECIAL FEATURES
Information about the following special features is contained in the State-
ment of Additional Information. Additional information may also be obtained by
contacting the Shareholder Service Agent at 1-888-ZURICH-1 (987-4241)
--Automatic Withdrawal Plan
--Tax Sheltered Retirement Programs
DIVIDENDS AND TAXES
DIVIDEND PAYMENT
To help keep your account growing, dividends from the Fund are automatically
reinvested in additional shares of the Fund, unless you request payment by
check on your account application or make such a request later. Dividends are
declared daily and paid monthly.
Dividends are normally reinvested on the 25th of each month if a business
day, otherwise on the prior business day. If you've chosen to receive divi-
dends in cash, checks will be mailed monthly to you or any person you desig-
nate. You may request this option by contacting the Shareholder Service Agent
(see "How To Make a Purchase").
The Fund will reinvest dividend checks (and future dividends) in shares of
the Fund if checks are returned as undeliverable. Dividends and other distri-
butions of the Fund in the aggregate amount of $10 or less are automatically
reinvested in shares of the Fund unless you request that such policy not be
applied to your account.
THE FUND
The Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code (the "Code") and if so qualified
will not be subject to federal income taxes to the extent its earnings
13
<PAGE>
Dividends and Taxes--continued
are distributed. Dividends derived from interest and short-term capital gains
are taxable as ordinary income whether received in cash or reinvested in addi-
tional shares. Dividends from the Fund do not qualify for the dividends re-
ceived deduction available to corporate shareholders.
Dividends declared in October, November or December to shareholders of record
as of a date in one of those months and paid during the following January are
treated as paid on December 31 of the calendar year in which declared for fed-
eral income tax purposes. The Fund may adjust its schedule for dividend rein-
vestment for the month of December to assist it in complying with reporting and
minimum distribution requirements contained in the Code.
The Fund is required by law to withhold 31% of taxable dividends paid to cer-
tain shareholders who do not furnish a correct taxpayer identification number
(in the case of individuals, a social security number) and in certain other
circumstances. Trustees of qualified retirement plans and 403(b)(7) accounts
are required by law to withhold 20% of the taxable portion of any distribution
that is eligible to be "rolled over." The 20% withholding requirement does not
apply to distributions from IRAs or any part of a distribution that is trans-
ferred directly to another qualified retirement plan, 403(b)(7) account, or
IRA. You should consult your tax adviser regarding the 20% withholding require-
ment.
You will receive a monthly statement giving complete details of dividend re-
investment and purchase and redemption transactions during the month. Tax in-
formation will be provided annually. You should retain copies of your monthly
account statements or year-end statement for tax reporting purposes. However,
those who have incomplete records may obtain historical account transaction in-
formation at a reasonable fee.
When more than one shareholder resides at the same address, certain reports
and communications to be delivered to such shareholders may be combined in the
same mailing package, and certain duplicate reports and communications may be
eliminated. Similarly, account statements to be sent to such shareholders may
be combined in the same mailing package or consolidated into a single state-
ment. However, you may request that the foregoing policies not be applied to
your account.
INVESTMENT MANAGER
Zurich Kemper Investments, Inc. ("ZKI"), 222 South Riverside Plaza, Chicago,
Illinois 60606-5808, is the investment manager of the Fund and provides the
Fund with continuous professional investment supervision. ZKI has been engaged
in the management of investment funds for more than forty-eight years and is
one of the largest investment managers in the country. ZKI and its affiliates
provide investment advice and manage investment portfolios for investment com-
panies including Zurich Money Funds, and affiliated insurance companies and
other corporate, pension, profit-sharing and individual accounts representing
approximately $80 billion under management, including $10 billion in money mar-
ket fund assets. ZKI acts as investment manager for 32 open-end and seven
closed-end investment companies, with 79 separate investment portfolios, repre-
senting more than 2.5 million shareholder accounts. ZKI is the investment man-
ager for Zurich Money Market Fund, which commenced operations in 1974, and
which is one of the oldest money market funds in existence. ZKI is an indirect
subsidiary of Zurich Insurance Company, an internationally recognized provider
of financial services in property/casualty and life insurance, reinsurance and
asset management. The Zurich family of companies manages over $150 billion in
assets worldwide.
Responsibility for overall management of the Fund rests with its Board of
Trustees and officers. Professional investment supervision is provided by ZKI.
The investment management agreement provides that ZKI shall act as the Fund's
investment adviser, manage its investments and provide it with various services
and facilities.
Frank J. Rachwalski, Jr. is the portfolio manager of the Fund. He has served
in this capacity since the Fund commenced operations in April 1997. Mr.
Rachwalski joined ZKI in January, 1973 and is currently a Senior Vice President
of ZKI and a Vice President of the Fund.
14
<PAGE>
Investment Manager--continued
He received a B.B.A. and an M.B.A. from Loyola University, Chicago, Illinois.
For the services and facilities furnished, the Fund pays an annual invest-
ment management fee, payable monthly, on a graduated basis ranging from .50%
of the first $215 million of average daily net assets of the Fund, to .25% of
average daily net assets of the Fund over $800 million.
ZKI has agreed to temporarily reduce its management fee to 0% and temporar-
ily reimburse or pay 100% of the Fund's other operating expenses for a period
of at least six months from the date the Fund commences operations. The total
operating expenses of the Fund set forth under "Summary of Expenses" include
the effect of this management fee and operating expense reduction. ZKI re-
serves the right to terminate its fee reduction and expense absorption at any
time after this six-month period. ZKI has also agreed to waive its management
fee and absorb operating expenses to the extent necessary to maintain the
Fund's total operating expenses at no more than .45% until January 1, 1999, at
which time ZKI may terminate such fee waiver and expense absorbtion. For pur-
poses of these fee waivers and expense limitations, "operating expenses" do
not include taxes, interest, extraordinary expenses, brokerage commissions or
transaction costs.
Zurich Kemper Distributors, Inc., 222 South Riverside Plaza, Chicago, Illi-
nois 60606-5808, an affiliate of ZKI, is the principal underwriter of the Fund
and acts as agent of the Fund in the sale of its shares.
Investors Fiduciary Trust Company ("IFTC"), 127 West 10th Street, Kansas
City, Missouri 64105, as custodian, and State Street Bank and Trust Company,
225 Franklin Street, Boston, Massachusetts 02110, as sub-custodian, have cus-
tody of all securities and cash of the Fund. They attend to the collection of
principal and income, and payment for and collection of proceeds of securities
bought and sold by the Fund. IFTC is also the Fund's transfer and dividend-
paying agent. Pursuant to a services agreement with IFTC, Zurich Kemper Serv-
ice Company, 811 Main Street, Kansas City, Missouri 64105, an affiliate of
ZKI, serves as Shareholder Service Agent of the Fund.
PERFORMANCE
The Fund may advertise several types of performance information, including
"yield," "effective yield," "total return," and "average annual total return."
Please remember that performance information is based upon historical earnings
and is not representative of future performance. The yield of the Fund refers
to the net investment income generated by a hypothetical investment in the
Fund over a specific seven-day period. This net investment income is then
annualized, which means that the net investment income generated during the
seven-day period is assumed to be generated each week over an annual period
and is shown as a percentage of the investment. The effective yield is calcu-
lated similarly, but the net investment income earned by the investment is as-
sumed to be compounded weekly when annualized. The effective yield will be
slightly higher than the yield due to this compounding effect. Average annual
total return and total return measure both net investment income and any real-
ized or unrealized appreciation or depreciation of the Fund's investments, as-
suming reinvestment of all dividends. Average annual total return represents
the average annual percentage change over the period and total return repre-
sents the aggregate percentage or dollar value change over the period.
The performance of the Fund may be compared to that of other money market
mutual funds or mutual fund indexes as reported by independent mutual fund re-
porting services such as Lipper Analytical Services, Inc. ("Lipper"). The
Fund's performance, expenses and its relative size may be compared to other
money market mutual funds as reported by IBC Financial Data, Inc.'s Money Fund
Report(R) or Money Market Insight(R), reporting services on money market
funds. Investors may want to compare the Fund's performance to that of various
bank products as reported by BANK RATE MONITOR(TM), a financial reporting
service that weekly publishes average rates of bank and thrift institution
money market deposit accounts and interest bearing checking accounts or vari-
ous certificate of deposit indexes. The performance of the Fund also may be
compared to that of U.S. Treasury bills and notes. Certain of these alterna-
tive investments may offer fixed rates of return and guaranteed principal and
may be insured. In addition, investors may
15
<PAGE>
Performance--continued
want to compare the Fund's performance to the Consumer Price Index either di-
rectly or by calculating its "real rate of return," which adjusts its return
for the effects of inflation.
Information may be quoted from publications such as Morningstar, Inc., The
Wall Street Journal, Money Magazine, Forbes, Barron's, Fortune, The Chicago
Tribune, USA Today, Institutional Investor and Registered Representative. The
Fund may depict the historical performance of the securities in which the Fund
may invest over periods reflecting a variety of market or economic conditions
either alone or in comparison with alternative investments, performance indexes
of those investments or economic indicators. The Fund may also describe its
portfolio holdings and depict its size or relative size compared to other
mutual funds, the number and make-up of its shareholder base and other descrip-
tive factors concerning the Fund.
The Fund's returns will fluctuate. Shares of the Fund are not insured. Addi-
tional information concerning the Fund's performance appears in the Statement
of Additional Information.
CAPITAL STRUCTURE
The Fund is an open-end, diversified, management investment company, orga-
nized as a business trust under the laws of Massachusetts on June 12, 1995. ZKI
invested the "seed money" as the sole shareholder of the Fund before the public
offering of its shares and therefore, as of the date of this prospectus, con-
trolled the Fund. The Fund may issue an unlimited number of shares of benefi-
cial interest, all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the Securities and
Exchange Commission regulations permitting the creation of separate classes of
shares. The Fund's shares are not currently divided into classes. While only
shares of a single series are presently being offered, the Board of Trustees
may authorize the issuance of additional series if deemed desirable, each with
its own investment objective, policies and restrictions. Since the Fund may of-
fer multiple series, it is known as a "series company." Shares of a series have
equal noncumulative voting rights and equal rights with respect to dividends,
assets and liquidation of such series subject to any preferences, rights or
privileges of any classes of shares within the series. Generally, each class of
shares issued by a particular series would differ as to the allocation of cer-
tain expenses of the series, such as distribution and administrative expenses,
permitting, among other things, different levels of services or methods of dis-
tribution among various classes. Shares are fully paid and nonassessable when
issued, are transferable without restriction and have no preemptive or conver-
sion rights. The Fund is not required to hold annual shareholders' meetings and
does not intend to do so. However, it will hold special meetings as required or
deemed desirable for such purposes as electing trustees, changing fundamental
policies or approving an investment management agreement. Subject to the Agree-
ment and Declaration of Trust of the Fund, shareholders may remove trustees. If
shares of more than one series are outstanding, shareholders will vote by se-
ries and not in the aggregate or by class except when voting in the aggregate
is required under the 1940 Act, such as for the election of trustees or when
the Board of Trustees determines that voting by portfolio or by class is appro-
priate.
Rather than invest in securities directly, the Fund may in the future seek to
achieve its investment objective by pooling its assets with assets of other mu-
tual funds managed by ZKI or its affiliates for investment in another invest-
ment company having the same investment objective and substantially the same
investment policies and restrictions as the Fund. The purpose of such an ar-
rangement is to achieve greater operational efficiencies and to reduce costs.
It is expected that any such investment company will be managed by ZKI in sub-
stantially the same manner as the Fund. Shareholders of the Fund will be given
at least 30 days prior notice of any such investment, although they will not be
entitled to vote on the action. Such investment would be made only if the
trustees determine it to be in the best interests of the Fund and its share-
holders.
16
<PAGE>
ACCOUNT SERVICES DIRECTORY
TO OPEN A NEW ACCOUNT
The minimum to open an account is $25,000 (or $10,000 for an IRA). Call a Zu-
rich Money Fund Specialist at 1-800-537-6001 Monday through Friday between
8 a.m. and 6 p.m. Central time to:
. learn the current yield
. get answers about fund features, benefits, services, and fees
. request an application
. receive assistance completing an application
. set up a wire transfer initial purchase.
FOR CURRENT ACCOUNT ASSISTANCE
Call a Zurich Shareholder Services representative at
1-888-ZURICH-1 (987-4241) Monday through Friday between 7 a.m. and 6 p.m. Cen-
tral time and on Saturday between 8 a.m. and 3 p.m. to:
. establish new account services
. inquire about current statement or tax forms
. request duplicate statements or tax forms
. change the frequency or amount of automated transactions
. initiate a redemption or exchange
. follow-up on correspondence
. learn how to use the Zurich InfoLine automated phone system.
24-HOUR ACCOUNT INFORMATION
Call Zurich InfoLine at 1-888-987-8678 to make automated account inquiries and
transactions 24 hours a day from a touch-tone phone, including:
. account balance
. current yield
. transaction confirmation
. last dividend paid
. checkbook and investment slip reorders
. duplicate statement request
. pre-authorized transfers to and from a bank account
. fund redemption requests.
TO START AN AUTOMATIC PURCHASE PLAN
Call 1-888-ZURICH-1 (987-4241) for the proper forms to add $500 or more to your
account automatically with direct deposit:
. all or part of your paycheck
. all or part of your government check
. an amount you specify directly from your designated bank account.
TO MAKE A WIRE TRANSFER PURCHASE
Both methods require $1,000 minimum investment:
. Wire with Federal Funds (same day credit if received before 3 p.m. Central
time)
. EZ-Transfer with ACH Funds (same day credit if received before 3 p.m. Central
time)
Send to: United Missouri Bank (ABA # 1010-0069-5), 10th and Grand, Kansas City,
MO for credit to Zurich YieldWise Money Fund (Fund bank account
# 9870838818) and further credit to your account number.
TO MAKE A WIRE TRANSFER REDEMPTION
Both methods require $1,000 minimum and a call to Shareholder Services at 1-
888-ZURICH-1 (987-4241):
. Federal Funds (same day if received before 11 a.m. Central time; $10 fee per
transfer)
. EZ-Transfer with ACH Funds (generally within two business days; $2 fee per
transfer).
The financial institution receiving your transfer may also charge a fee.
For additional information on account transactions, see tables on pages 8 and
10.
17
<PAGE>
PROSPECTUS
----------
Zurich YieldWise
Money Fund
April 14, 1997
Investment Manager:
Zurich Kemper Investments, Inc.
Principal Underwriter:
Zurich Kemper Distributors, Inc.
222 South Riverside Plaza
Chicago, Illinois 60606-5808
ZYMF-1 (4/97) [RECYCLE LOGO] printed on recycled paper
ZKDI 703121
<PAGE>
ZURICH YIELDWISE MONEY FUND
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART B
OF FORM N-1A AND STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
LOCATION IN STATEMENT OF
ITEM NUMBER OF FORM N-1A ADDITIONAL INFORMATION
------------------------ ------------------------
<C> <S>
10. Cover Page............................... Cover Page
11. Table of Contents........................ Table of Contents
12. General Information and History.......... Inapplicable
13. Investment Objectives and Policies....... Investment Restrictions;
Appendix
14. Management of the Fund................... Investment Manager; Officers
and Trustees
15. Control Persons and Principal Holders of
Securities............................... Officers and Trustees
16. Investment Advisory and Other Services... Investment Manager; Officers
and Trustees
17. Brokerage Allocation and Other Practices. Portfolio Transactions
18. Capital Stock and Other Securities....... Shareholder Rights
19. Purchase, Redemption and Pricing of Secu-
rities Purchase and Redemption of
Being Offered............................ Shares;
Dividends and Net Asset Value
20. Tax Status............................... Inapplicable
21. Underwriters............................. Investment Manager
22. Calculations of Performance Data......... Performance
23. Financial Statements..................... Report of Independent Auditors,
Statement of Net Assets
</TABLE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
APRIL 14, 1997
ZURICH YIELDWISE MONEY FUND
222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606-5808
(888) ZURICH-1 (987-4241)
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the prospectus of Zurich YieldWise Money Fund (the
"Fund") dated April 14, 1997. The prospectus may be obtained without charge by
calling or writing the Fund.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Restrictions............................................. B-1
Investment Manager.................................................. B-2
Portfolio Transactions.............................................. B-3
Purchase and Redemption of Shares................................... B-4
Dividends and Net Asset Value....................................... B-4
Performance......................................................... B-5
Officers and Trustees............................................... B-7
Special Features.................................................... B-8
Shareholder Rights.................................................. B-9
Report of Independent Auditors (March 26, 1997)..................... B-11
Statement of Net Assets (March 26, 1997)............................ B-12
Appendix--Ratings of Investments.................................... B-13
</TABLE>
ZYMF-13 4/97
LOGO
printed on recycled paper
<PAGE>
INVESTMENT RESTRICTIONS
The Fund has adopted certain investment restrictions which, together with the
investment objective of the Fund, cannot be changed without approval by
holders of a majority of the Fund's outstanding voting shares. As defined in
the Investment Company Act of 1940, this means the lesser of the vote of (a)
67% of the shares of the Fund present at a meeting where more than 50% of the
outstanding shares of the Fund are present in person or by proxy; or (b) more
than 50% of the outstanding shares of the Fund.
The Fund may not:
(1) Purchase more than 10% of any class of voting securities of any issuer.
(2) Make loans to others (except through the purchase of debt obligations or
repurchase agreements in accordance with its investment objective and
policies).
(3) Borrow money except as a temporary measure for extraordinary or emergency
purposes and then only in an amount up to one-third of the value of its total
assets, in order to meet redemption requests without immediately selling any
money market instruments (any such borrowings under this section will not be
collateralized). If, for any reason, the current value of the Fund's total
assets falls below an amount equal to three times the amount of its
indebtedness from money borrowed, the Fund will, within three days (not
including Sundays and holidays), reduce its indebtedness to the extent
necessary. The Fund will not borrow for leverage purposes and will not
purchase securities or make investments while borrowings in excess of 5% of
the Fund's total assets are outstanding.
(4) Make short sales of securities, or purchase any securities on margin
except to obtain such short-term credits as may be necessary for the clearance
of transactions.
(5) Invest in commodities or commodity futures contracts or in real estate (or
real estate limited partnerships), although it may invest in securities which
are secured by real estate and securities of issuers which invest or deal in
real estate.
(6) Underwrite securities issued by others except to the extent the Fund may
be deemed to be an underwriter, under the federal securities laws, in
connection with the disposition of portfolio securities.
(7) Issue senior securities except as permitted under the Investment Company
Act of 1940.
(8) Concentrate 25% or more of the Fund's total assets in any one industry;
provided, however, that the Fund reserves freedom of action to (a) invest up
to 100% of its assets in obligations of, or guaranteed by, the United States
Government, its agencies or instrumentalities, and (b) invest 25% or more of
its assets in bank certificates of deposit, time deposits or banker's
acceptances of United States banks and their domestic branches, in accordance
with its investment objective and policies.
If the Fund adheres to a percentage restriction at the time of investment, a
later increase or decrease in percentage beyond the specified limit resulting
from a change in values or net assets will not be considered a violation. The
Fund has adopted the following non-fundamental restrictions, which may be
changed by the Board of Trustees without shareholder approval. The Fund may
not:
(i) Invest more than 10% of its net assets in illiquid securities.
(ii) Write, purchase or sell puts, calls or combinations thereof.
(iii) Invest for the purpose of exercising control or management of another
issuer.
B-1
<PAGE>
INVESTMENT MANAGER
INVESTMENT MANAGER. Zurich Kemper Investments, Inc. ("ZKI") is the Fund's
investment manager. ZKI is wholly owned by ZKI Holding Corp. ZKI Holding Corp.
is a more than 90% owned subsidiary of Zurich Holding Company of America,
Inc., which is a wholly owned subsidiary of Zurich Insurance Company, an
internationally recognized company providing services in life and non-life
insurance, reinsurance and asset management. Pursuant to an investment
management agreement, ZKI acts as the Fund's investment adviser, manages its
investments, administers its business affairs, furnishes office facilities and
equipment, provides clerical, bookkeeping and administrative services,
provides shareholder and information services and permits any of its officers
or employees to serve without compensation as trustees or officers of the Fund
if elected to such positions. The Fund pays the expenses of its operations,
including the fees and expenses of independent auditors, counsel, custodian
and transfer agent and the cost of share certificates, reports and notices to
shareholders, costs of calculating net asset value, brokerage commissions or
transaction costs, taxes, registration fees, the fees and expenses of
qualifying the Fund and its shares for distribution under federal and state
securities laws and membership dues in the Investment Company Institute or any
similar organization.
The Fund's investment management agreement has an initial term ending December
1, 1998 and it continues in effect from year to year so long as its
continuation is approved at least annually (a) by a majority of the trustees
who are not parties to such agreement or interested persons of any such party
except in their capacity as trustees of the Fund and (b) by the shareholders
of the Fund or the Board of Trustees. The agreement may be terminated at any
time upon 60 days' notice by either party, or by a majority vote of the
outstanding shares of the Fund, and will terminate automatically upon
assignment. If additional series become subject to the investment management
agreement, the provisions concerning continuation, amendment and termination
shall be on a series by series basis. Additional series may be subject to a
different agreement. The agreement provides that ZKI shall not be liable for
any error of judgment or of law, or for any loss suffered by the Fund in
connection with the matters to which the agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part
of ZKI in the performance of its obligations and duties, or by reason of its
reckless disregard of its obligations and duties under the agreement.
For the services and facilities furnished, the Fund pays an annual investment
management fee, payable monthly, on a graduated basis of .50% of the first
$215 million of average daily net assets of the Fund, .375% on the next $335
million, .30% on the next $250 million and .25% of average daily net assets of
the Fund over $800 million.
PRINCIPAL UNDERWRITER. Zurich Kemper Distributors, Inc. ("ZKDI"), an affiliate
of ZKI, is the principal underwriter for shares of the Fund and acts as agent
of the Fund in the sale of its shares. The Fund pays the cost for the
prospectus and shareholder reports to be set in type and printed for existing
shareholders, and ZKDI pays for the printing and distribution of copies
thereof used in connection with the offering of shares to prospective
investors. ZKDI also pays for supplementary sales literature and advertising
costs. Terms of continuation, termination and assignment under the
underwriting agreement are identical to those described above with regard to
the investment management agreement, except that termination other than upon
assignment requires six months notice.
Certain officers or trustees of the Fund are also directors or officers of ZKI
and ZKDI as indicated under "Officers and Trustees."
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary
Trust Company ("IFTC"), 127 West 10th Street, Kansas City, Missouri 64105, as
custodian, and State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110, as sub-custodian, have custody of all securities
and cash of the
B-2
<PAGE>
Fund. They attend to the collection of principal and income, and payment for
and collection of proceeds of securities bought and sold by the Fund. IFTC is
also the Fund's transfer and dividend-paying agent. Pursuant to a services
agreement with IFTC, Zurich Kemper Service Company ("ZKSvC"), an affiliate of
ZKI, serves as "Shareholder Service Agent of the Fund and, as such, performs
all of IFTC's duties as transfer agent and dividend paying agent." IFTC
receives, as transfer agent, and pays to ZKSvC, annual account fees of a
maximum of $8 per account plus account set-up, transaction, maintenance and
out-of-pocket expense reimbursement.
INDEPENDENT AUDITORS AND REPORTS TO SHAREHOLDERS. The Fund's independent
auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606,
audit and report on the Fund's annual financial statements, review certain
regulatory reports and the Fund's federal income tax return, and perform other
professional accounting, auditing, tax and advisory services when engaged to
do so by the Fund. Shareholders will receive annual audited financial
statements and semi-annual unaudited financial statements.
PORTFOLIO TRANSACTIONS
Portfolio transactions are undertaken principally to pursue the objective of
the Fund in relation to movements in the general level of interest rates, to
invest money obtained from the sale of Fund shares, to reinvest proceeds from
maturing portfolio securities and to meet redemptions of Fund shares. This may
increase or decrease the yield of the Fund depending upon management's ability
to correctly time and execute such transactions. Since the Fund's assets are
invested in securities with short maturities, its portfolio will turn over
several times a year. Securities with maturities of less than one year are
excluded from required portfolio turnover rate calculations, so the Fund's
portfolio turnover rate for reporting purposes is likely to be zero.
ZKI and its affiliates furnish investment management services for Zurich Money
Funds, the Kemper Funds and other clients including affiliated insurance
companies. These entities may share some common research and trading
facilities. At times investment decisions may be made to purchase or sell the
same investment security for the Fund and for one or more of the other clients
of ZKI or its affiliates. When two or more of such clients are simultaneously
engaged in the purchase or sale of the same security through the same trading
facility, the transactions are allocated as to amount and price in a manner
considered equitable to each.
ZKI, in effecting purchases and sales of portfolio securities for the account
of the Fund, will implement the Fund's policy of seeking the best execution of
orders. Consistent with this policy, orders for portfolio transactions are
placed with broker-dealer firms giving consideration to the quality, quantity
and nature of the firm's professional services which include execution,
financial responsibility, responsiveness, clearance procedures, wire service
quotations and statistical and other research information provided to the Fund
and ZKI and its affiliates. Subject to seeking best execution of an order,
brokerage is allocated on the basis of all services provided. Any research
benefits derived are available for all clients, including clients of ZKI and
its affiliates. The Fund expects that purchases and sales of portfolio
securities usually will be principal transactions. Portfolio securities will
normally be purchased directly from the issuer or from an underwriter or
market maker for the securities. There are normally no brokerage commissions
paid by the Fund for such purchases. Purchases from underwriters include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market makers include the spread between the bid and
asked prices.
PURCHASE AND REDEMPTION OF SHARES
Shares of the Fund are sold at their net asset value next determined after an
order and payment are received in the form described in the Fund's prospectus.
There is no sales charge. The minimum initial investment is $25,000 ($10,000
for IRAs) and the minimum subsequent investment is $1,000 but such minimum
amounts may be
B-3
<PAGE>
changed at any time. See the prospectus for certain exceptions to these
minimums. An investor wishing to open an account should use the account
application form available from the Fund and choose one of the methods of
purchase described in the Fund's prospectus. An order for the purchase of
shares that is accompanied by a check drawn on a foreign bank (other than a
check drawn on a Canadian bank in U.S. Dollars) will not be considered in
proper form and will not be processed unless and until the Fund determines
that it has received payment of the proceeds of the check. The time required
for such a determination will vary and cannot be determined in advance.
Upon receipt by the Shareholder Service Agent, of a request for redemption in
proper form, shares will be redeemed by the Fund at the applicable net asset
value as described in the Fund's prospectus. A shareholder may elect to use
either the regular or expedited redemption procedures.
The Fund may suspend the right of redemption or delay payment more than seven
days (a) during any period when the New York Stock Exchange ("Exchange") is
closed other than customary weekend and holiday closings or during any period
in which trading on the Exchange is restricted, (b) during any period when an
emergency exists as a result of which (i) disposal of the Fund's investments
is not reasonably practicable, or (ii) it is not reasonably practicable for
the Fund to determine the value of its net assets, or (c) for such other
periods as the Securities and Exchange Commission may by order permit for the
protection of the Fund's shareholders.
Although it is the Fund's present policy to redeem in cash, if the Board of
Trustees determines that a material adverse effect would be experienced by the
remaining shareholders if payment were made wholly in cash, the Fund will pay
the redemption price in whole or in part by a distribution of portfolio
securities in lieu of cash, in conformity with the applicable rules of the
Securities and Exchange Commission, taking such securities at the same value
used to determine net asset value, and selecting the securities in such manner
as the Board of Trustees may deem fair and equitable. If such a distribution
occurs, shareholders receiving securities and selling them could receive less
than the redemption value of such securities and in addition could incur
certain transaction costs. Such a redemption would not be as liquid as a
redemption entirely in cash. The Fund has elected to be governed by Rule 18f-1
under the Investment Company Act of 1940 pursuant to which the Fund is
obligated to redeem shares of the Fund solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day period for any
one shareholder of record.
DIVIDENDS AND NET ASSET VALUE
DIVIDENDS. Dividends are declared daily and paid monthly. Shareholders will
receive dividends in additional shares of the Fund unless they elect to
receive cash. Dividends will be reinvested monthly at the net asset value
normally on the 25th of each month if a business day, otherwise on the prior
business day. The Fund will pay shareholders who redeem their entire accounts
all unpaid dividends at the time of redemption not later than the next
dividend payment date.
The Fund calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of the Fund consists of (a)
accrued interest income plus or minus amortized discount or premium, (b) plus
or minus all short-term realized gains and losses on portfolio assets and (c)
minus accrued expenses. Expenses of the Fund are accrued each day. While the
Fund's investments are valued at amortized cost, there will be no unrealized
gains or losses on portfolio securities. However, should the net asset value
of the Fund deviate significantly from market value, the Board of Trustees
could decide to value the portfolio securities at market value and then
unrealized gains and losses would be included in net investment income above.
NET ASSET VALUE. As described in the prospectus, the Fund values its portfolio
instruments at amortized cost, which does not take into account unrealized
capital gains or losses. This involves initially valuing an instrument
B-4
<PAGE>
at its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument. While this method provides certainty in
valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Fund would receive if it
sold the instrument. Calculations are made to compare the value of the Fund's
investments valued at amortized cost with market values. Market valuations are
obtained by using actual quotations provided by market makers, estimates of
market value, or values obtained from yield data relating to classes of money
market instruments published by reputable sources at the mean between the bid
and asked prices for the instruments. If a deviation of 1/2 of 1% or more were
to occur between the net asset value per share calculated by reference to
market values and the Fund's $1.00 per share net asset value, or if there were
any other deviation that the Board of Trustees of the Fund believed would
result in a material dilution to shareholders or purchasers, the Board of
Trustees would promptly consider what action, if any, should be initiated. If
the Fund's net asset value per share (computed using market values) declined,
or were expected to decline, below $1.00 (computed using amortized cost), the
Board of Trustees of the Fund might temporarily reduce or suspend dividend
payments in an effort to maintain the net asset value at $1.00 per share. As a
result of such reduction or suspension of dividends or other action by the
Board of Trustees, an investor would receive less income during a given period
than if such a reduction or suspension had not taken place. Such action could
result in investors receiving no dividends for the period during which they
held shares and receiving, upon redemption, a price per share lower than that
which they paid. On the other hand, if the Fund's net asset value per share
(computed using market values) were to increase, or were anticipated to
increase, above $1.00 (computed using amortized cost), the Board of Trustees
of the Fund might supplement dividends in an effort to maintain the net asset
value at $1.00 per share.
PERFORMANCE
As reflected in the prospectus, the historical performance calculation for the
Fund may be shown in the form of "yield," "effective yield," "total return,"
and "average annual total return." These various measures of performance are
described below. ZKI has agreed to temporarily reduce its management fee to 0%
and absorb other operating expenses of the Fund to the extent specified in the
prospectus. See "Investment Manager." This fee reduction and expense
absorption will improve the performance results of the Fund.
The Fund's yield is computed in accordance with a standardized method
prescribed by rules of the Securities and Exchange Commission. Under that
method, the current yield quotation is based on a seven-day period and is
computed as follows. The first calculation is net investment income per share,
which is accrued interest on portfolio securities, plus or minus amortized
discount or premium, less accrued expenses. This number is then divided by the
price per share (expected to remain constant at $1.00) at the beginning of the
period ("base period return"). The result is then divided by 7 and multiplied
by 365 and the resulting yield figure is carried to the nearest one-hundredth
of one percent. Realized capital gains or losses and unrealized appreciation
or depreciation of investments are not included in the calculation.
The Fund's effective yield is determined by taking the base period return
(computed as described above) and calculating the effect of assumed
compounding. The formula for the effective yield is: (base period return +
1)/365/7/ - 1.
Average annual total return ("AATR") is found for a specific period by first
taking a hypothetical $1,000 investment ("initial investment") on the first
day of the period and computing the "redeemable value" of that investment at
the end of the period. The redeemable value is then divided by the initial
investment, and this quotient is taken to the Nth root (N representing the
number of years in the period) and 1 is subtracted from the result, which is
then expressed as a percentage. The calculation assumes that all dividends
have been reinvested at net asset value on the reinvestment dates.
B-5
<PAGE>
Total return is not calculated according to a standard formula, except when
calculated for the "Financial Highlights" table in the financial statements.
Total return is calculated similarly to AATR but is not annualized. It may be
shown as a percentage or the increased dollar value of the hypothetical
investment over the period.
The Fund's yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in the Fund will
actually yield for any given future period. Actual yields will depend not only
on changes in interest rates on money market instruments during the period in
which the investment in the Fund is held, but also on such matters as Fund
expenses.
As indicated in the prospectus (see "Performance"), the performance of the
Fund may be compared to that of other mutual funds tracked by Lipper
Analytical Services, Inc. ("Lipper"). Lipper performance calculations include
the reinvestment of all capital gain and income dividends for the periods
covered by the calculations. The Fund's performance also may be compared to
other money market funds reported by IBC Financial Data, Inc.'s Money Fund
Report(R) or Money Market Insight(R), reporting services on money market
funds. As reported by IBC, all investment results represent total return
(annualized results for the period net of management fees and expenses) and
one year investment results are effective annual yields assuming reinvestment
of dividends.
As indicated in the prospectus, the Fund's performance also may be compared to
various bank products, including the average rate of bank and thrift
institution money market deposit accounts, interest bearing checking accounts
and certificates of deposit as reported in the BANK RATE MONITOR National
Index(TM) of 100 leading bank and thrift institutions as published by the BANK
RATE MONITOR(TM), N. Palm Beach, Florida 33408. The rates published by the
BANK RATE MONITOR National Index(TM) are averages of the personal account
rates offered on the Wednesday prior to the date of publication by 100 large
banks and thrifts in the top ten Consolidated Standard Metropolitan
Statistical Areas.
With respect to money market deposit accounts and interest bearing checking
accounts, account minimums range upward from $2,000 in each institution and
compounding methods vary. Interest bearing checking accounts generally offer
unlimited check writing while money market deposit accounts generally restrict
the number of checks that may be written. If more than one rate is offered,
the lowest rate is used. Rates are determined by the financial institution and
are subject to change at any time specified by the institution. Generally, the
rates offered for these products take market conditions and competitive
product yields into consideration when set. Bank products represent a taxable
alternative income producing product. Bank and thrift institution deposit
accounts may be insured. Shareholder accounts in the Fund are not insured.
Bank passbook savings accounts compete with money market mutual fund products
with respect to certain liquidity features but may not offer all of the
features available from a money market mutual fund, such as check writing.
Bank passbook savings accounts normally offer a fixed rate of interest while
the yield of the Fund fluctuates. Bank checking accounts normally do not pay
interest but compete with money market mutual fund products with respect to
certain liquidity features (e.g., the ability to write checks against the
account). Bank certificates of deposit may offer fixed or variable rates for a
set term. (Normally, a variety of terms are available.) Withdrawal of these
deposits prior to maturity will normally be subject to a penalty. In contrast,
shares of the Fund are redeemable at the net asset value (normally, $1.00 per
share) next determined after a request is received.
Investors may also want to compare the Fund's performance to that of U.S.
Treasury bills or notes because such instruments represent alternative income
producing products. Treasury obligations are issued in selected denominations.
Rates of U.S. Treasury obligations are fixed at the time of issuance and
payment of principal and interest is backed by the full faith and credit of
the U.S. Treasury. The market value of such instruments will generally
fluctuate inversely with interest rates prior to maturity and will equal par
value at maturity. Generally, the values of obligations with shorter
maturities will fluctuate less than those with longer maturities. The Fund's
yield will fluctuate. Also, while the Fund seeks to maintain a net asset value
per share of $1.00, there is no assurance that it will be able to do so.
B-6
<PAGE>
OFFICERS AND TRUSTEES
The officers and trustees of the Fund, their birthdates, their principal
occupations and their affiliations, if any, with ZKI, the Fund's investment
manager, and ZKDI, the principal underwriter, or their affiliates, are as
follows (the number following each person's title is the number of investment
companies managed by ZKI and its affiliates for which he or she holds similar
positions):
DAVID W. BELIN (6/20/28), Trustee, (26), 2000 Financial center, 7th and
Walnut, Des Moines, Iowa; Member, Belin Lamson McCormick Zumbach Flynn, P.C.
(attorneys).
LEWIS A. BURNHAM (1/8/33), Trustee, (26), 16410 Avila Boulevard, Tampa,
Florida; Director, Management Consulting Services, McNulty & Company;
formerly, Executive Vice President, Anchor Glass Container Corporation.
DONALD L. DUNAWAY (3/8/37), Trustee, (26), 7515 Pelican Bay Boulevard, Naples,
Florida; Retired; formerly, Executive Vice President, A. O. Smith Corporation
(diversified manufacturer).
ROBERT B. HOFFMAN (12/11/36), Trustee, (26), 800 North Lindbergh Boulevard,
St. Louis, Missouri; Senior Vice President and Chief Financial Officer,
Monsanto Company (chemical products); prior thereto, Vice President, FMC
Corporation (manufacturer of machinery and chemicals); prior thereto,
Director, Executive Vice President and Chief Financial Officer, Staley
Continental, Inc. (food products).
DONALD R. JONES (1/17/30), Trustee, (26), 1776 Beaver Pond Road, Inverness,
Illinois, Retired; Director, Motorola, Inc. (manufacturer of electronic
equipment and components); formerly, Executive Vice President and Chief
Financial Officer, Motorola, Inc.
DOMINIQUE P. MORAX (10/2/48), Trustee*, (39), 222 South Riverside Plaza,
Chicago, Illinois; Member, Extended Corporate Executive Board, Zurich
Insurance Company; Director, ZKI.
SHIRLEY D. PETERSON (9/3/41), Trustee (26), 401 Rosemont Avenue, Frederick,
Maryland; President, Hood College, Maryland; prior thereto, Partner, Steptoe &
Johnson (attorneys); prior thereto, Commissioner of Internal Revenue Service;
prior thereto, Assistant Attorney General, U.S. Department of Treasury.
WILLIAM P. SOMMERS (7/22/33), Trustee, (26), 333 Ravenswood Avenue, Menlo
park, California; President and Chief Executive Officer, SRI International
(research and development); prior thereto, Executive Vice President, Iameter
(medical information and educational service provider); prior thereto, Senior
Vice President and Director, Booz, Allen & Hamilton, Inc. (management
consulting firm) (retired); Director, Rohr, Inc. Therapeutic discovery Corp.
and Litton Industries.
STEPHEN B. TIMBERS (8/8/44), President and Trustee*, (39), 222 South Riverside
Plaza, Chicago, Illinois; President, Chief Executive Officer, Chief Investment
Officer and Director, ZKI; Director, ZKDI and LTV Corporation.
JOHN E. NEAL (3/9/50), Vice President*, (39), 222 South Riverside Plaza,
Chicago, Illinois; President, Kemper Funds Group, a unit of ZKDI; Director,
ZKI and ZKDI.
CHARLES R. MANZONI, JR. (1/23/47), Vice President*, (39), 222 South Riverside
Plaza, Chicago, Illinois; Executive Vice President, Secretary and General
Counsel of ZKI; Secretary, ZKI Holding Corp.; Secretary, ZKI Agency, Inc.;
formerly, Partner, Gardner, Carton & Douglas (attorneys).
B-7
<PAGE>
J. PATRICK BEIMFORD, JR. (5/25/50), Vice President*, (24), 222 South Riverside
Plaza, Chicago, Illinois; Executive Vice President and Chief Investment
Officer--Fixed Income Investments, ZKI.
FRANK J. RACHWALSKI, JR. (3/26/45), Vice President*, (9), 222 South Riverside
Plaza, Chicago, Illinois; Senior Vice president, ZKI.
JEROME L. DUFFY (6/29/36), Treasurer*, (39), 222 South Riverside Plaza,
Chicago, Illinois; Senior Vice President, ZKI.
PHILIP J. COLLORA (11/15/45), Vice President and Secretary*, (39), 222 South
Riverside Plaza, Chicago, Illinois; Attorney, Senior Vice President and
Assistant Secretary, ZKI.
ELIZABETH C. WERTH (10/1/47), Assistant Secretary*, (31), 222 South Riverside
Plaza, Chicago, Illinois; Vice President, ZKI; and Vice President and Director
of State Registrations, ZKDI.
*Interested persons as defined in the Investment Company Act of 1940.
The trustees and officers who are "interested persons" as designated above
receive no compensation from the Fund. The table below shows amounts paid or
accrued to those trustees who are not designated "interested persons". The
information in the last column is for calendar year 1996. The Fund has not yet
adopted a trustee compensation schedule.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE ZKI - MANAGED
COMPENSATION FUNDS PAID TO
NAME OF TRUSTEE FROM FUND TRUSTEES**
- --------------------------------------------------------------------------------
<S> <C> <C>
David W. Belin*................................. -- $143,400
Lewis A. Burnham................................ -- $ 88,800
Donald L. Dunaway*.............................. -- $141,200
Robert B. Hoffman............................... -- $ 92,100
Donald R. Jones................................. -- $ 92,100
Shirley D. Peterson............................. -- $ 89,800
William P. Sommers.............................. -- $ 87,500
</TABLE>
* Includes deferred fees and interest thereon pursuant to deferred
compensation agreements with ZKI-Managed Funds. Deferred amounts accrue
interest monthly at a rate equal to the yield of Zurich Money Funds--Zurich
Money Market Fund.
** Includes compensation for services as trustee on twenty-four fund boards
with forty-one portfolios. Each trustee currently serves as a trustee of
twenty-six ZKI-Managed Funds with forty-three portfolios.
As of March 27, 1997, ZKI owned all of the 100,000 outstanding shares of the
Fund.
SPECIAL FEATURES
AUTOMATIC WITHDRAWAL PLAN. If you own $10,000 or more of the Fund's shares you
may provide for the payment from your account of any requested dollar amount
to be paid to you or your designated payee monthly, quarterly, semi-annually
or annually. Dividend distributions will be automatically reinvested at net
asset value. A sufficient number of full and fractional shares will be
redeemed to make the designated payment. Depending upon the size of the
payments requested, redemptions for the purpose of making such payments may
reduce or even exhaust the account. Additionally, there is a $1/month small
account fee for account balances under $10,000. The program may be amended on
thirty days notice by the Fund and may be terminated at any time by the
shareholder or the Fund. The minimum automatic withdrawal amount is $1,000 and
the shareholder will be charged a $5.00 fee for each withdrawal.
B-8
<PAGE>
TAX-SHELTERED RETIREMENT PROGRAMS. The Shareholder Service Agent provides
retirement plan services and documents and can establish your account in any
of the following types of retirement plans:
. Individual Retirement Accounts (IRAs) with IFTC as custodian. This includes
Savings Incentive Match Plan for Employees of Small Employers ("SIMPLE") IRA
accounts and Simplified Employee Pension Plan (SEP) IRA accounts and
prototype documents.
. 403(b) Custodial Accounts also with IFTC as custodian. This type of plan is
available to employees of most non-profit organizations.
. Prototype money purchase pension and profit-sharing plans may be adopted by
employers. The maximum contribution per participant is the lesser of 25% of
compensation or $30,000.
Brochures describing the above plans as well as providing model defined
benefit plans, target benefit plans, 457 plans, 401(k) plans SIMPLE 401(k)
plans and materials for establishing them are available from the Shareholder
Service Agent upon request. The brochures for plans with IFTC as custodian
describe the current fees payable to IFTC for its services as custodian.
Investors should consult with their own tax advisers before establishing a
retirement plan.
SHAREHOLDER RIGHTS
The Fund generally is not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust of the Fund ("Declaration of Trust"),
however, shareholder meetings will be held in connection with the following
matters: (a) the election or removal of trustees, if a meeting is called for
such purpose; (b) the adoption of any contract for which shareholder approval
is required by the Investment Company Act of 1940 ("1940 Act"); (c) any
termination of the Fund or a class to the extent and as provided in the
Declaration of Trust; (d) any amendment of the Declaration of Trust (other
than amendments changing the name of the Fund supplying any omission, curing
any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision thereof); and (e) such additional matters as may be
required by law, the Declaration of Trust, the By-laws of the Fund, or any
registration of the Fund with the Securities and Exchange Commission or any
state, or as the trustees may consider necessary or desirable. The
shareholders also would vote upon changes in fundamental investment
objectives, policies or restrictions.
Each trustee serves until the next meeting of shareholders, if any, called for
the purpose of electing trustees and until the election and qualification of
his successor or until such trustee sooner dies, resigns, retires or is
removed by a majority vote of the shares entitled to vote (as described below)
or a majority of the trustees. In accordance with the 1940 Act (a) the Fund
will hold a shareholder meeting for the election of trustees at such time as
less than a majority of the trustees have been elected by shareholders, and
(b) if, as a result of a vacancy in the Board of Trustees, less than two-
thirds of the trustees have been elected by the shareholders, that vacancy
will be filled only by a vote of the shareholders.
Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting
shall be held upon the written request of the holders of not less than 10% of
the outstanding shares. Upon the written request of ten or more shareholders
who have been such for at least six months and who hold shares constituting at
least 1% of the outstanding shares of the Fund stating that such shareholders
wish to communicate with the other shareholders for the purpose of obtaining
the signatures necessary to demand a meeting to consider removal of a trustee,
the Fund has undertaken to disseminate appropriate materials at the expense of
the requesting shareholders.
The Declaration of Trust provides that the presence at a shareholder meeting
in person or by proxy of at least 30% of the shares entitled to vote on a
matter shall constitute a quorum. Thus, a meeting of shareholders of the Fund
B-9
<PAGE>
could take place even if less than a majority of the shareholders were
represented on its scheduled date. Shareholders would in such a case be
permitted to take action which does not require a larger vote than a majority
of a quorum, such as the election of trustees and ratification of the
selection of auditors. Some matters requiring a larger vote under the
Declaration of Trust, such as termination or reorganization of the Fund and
certain amendments of the Declaration of Trust, would not be affected by this
provision; nor would matters which under the 1940 Act require the vote of a
"majority of the outstanding voting securities" as defined in the 1940 Act.
The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Fund or any portfolio or class by notice to the shareholders
without shareholder approval.
Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Fund or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Fund property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund and the
Fund will be covered by insurance which the trustees consider adequate to
cover foreseeable tort claims. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by ZKI remote
and not material since it is limited to circumstances in which a disclaimer is
inoperative and the Fund itself is unable to meet its obligations.
B-10
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Trustees and Shareholder
Zurich YieldWise Money Fund
We have audited the accompanying statement of net assets of Zurich YieldWise
Money Fund as of March 26, 1997. This statement of net assets is the
responsibility of the Fund's management. Our responsibility is to express an
opinion on this statement of net assets based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of net assets is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement of net
assets. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement of net assets presentation. We believe that our audit of the
statement of net assets provides a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above presents fairly,
in all material respects, the financial position of Zurich YieldWise Money
Fund at March 26, 1997 in conformity with generally accepted accounting
principles.
Ernst & Young LLP
Chicago, Illinois
March 26, 1997
B-11
<PAGE>
ZURICH YIELDWISE MONEY FUND
STATEMENT OF NET ASSETS--MARCH 26, 1997
ASSETS
<TABLE>
<S> <C>
Cash................................................................... $100,000
========
</TABLE>
NET ASSETS
<TABLE>
<S> <C>
Net assets, applicable to 100,000 shares of beneficial interest (un-
limited number
of shares authorized, no par value) outstanding..................... $100,000
========
</TABLE>
THE PRICING OF SHARES
<TABLE>
<S> <C>
Net asset value and redemption price per share
$100,000 / 100,000 shares outstanding................................... $1.00
Maximum offering price per share (net asset value)....................... $1.00
</TABLE>
Notes:
Zurich YieldWise Money Fund (the "Fund") was organized as a business trust
under the laws of The Commonwealth of Massachusetts on June 12, 1995. All
shares of beneficial interest of the Fund were issued to Zurich Kemper
Investments, Inc. ("ZKI"), the investment manager, on March 26, 1997. The Fund
may establish multiple series; currently, a single series has been
established.
The costs of organization of the Fund will be paid by ZKI.
B-12
<PAGE>
APPENDIX--RATINGS OF INVESTMENTS
COMMERCIAL PAPER RATINGS
A-1, A-2; PRIME-1, PRIME-2, DUFF-1, DUFF-2; AND F-1, F-2 COMMERCIAL PAPER
RATINGS
Commercial paper rated by Standard & Poor's Corporation has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better. The issuer has access to at
least two additional channels of borrowing. Basic earnings and cash flow have
an upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry. The reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is rated A-1, A-2 or A-3.
The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by it
in assigning ratings are the following: (1) evaluation of the management of
the issuer; (2) economic evaluation of the issuer's industry or industries and
an appraisal of speculative-type risks which may be inherent in certain areas;
(3) evaluation of the issuer's products in relation to competition and
customer acceptance; (4) liquidity; (5) amount and quality of long-term debt;
(6) trend of earnings over a period of ten years; (7) financial strength of a
parent company and the relationships which exist with the issuer; and (8)
recognition by the management of obligations which may be present or may arise
as a result of public interest questions and preparations to meet such
obligations. Relative strength or weakness of the above factors determines
whether the issuer's commercial paper is rated Prime-1, 2 or 3.
The rating Duff-1 is the highest commercial paper rating assigned by Duff &
Phelps Inc. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors that are supported by ample
asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as
having good certainty of timely payment, good access to capital markets and
sound liquidity factors and company fundamentals. Risk factors are small.
The ratings F-1 and F-2 are the highest commercial paper ratings assigned by
Fitch Investors Services, Inc. Issues assigned a rating of F-1 are regarded as
having the strongest degree of assurance for timely payment. Issues assigned a
rating of F-2 have a satisfactory degree of assurance for timely payment, but
the margin of safety is not as great as for issues assigned an F-1 rating.
B-13
<PAGE>
ZURICH YIELDWISE MONEY FUND
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
(i) Financial statements included in Part A of the Registration
Statement: None.
(ii) Financial statements included in Part B of the Registration
Statement:
Statement of Net Assets (March 26, 1997)
Report of Independent Auditors (March 26, 1997)
Schedules I, II, III, IV and V are omitted as the required information
is not present.
(b) Exhibits
<TABLE>
<C> <S>
99.B1(a) Agreement and Declaration of Trust.*
Written Instrument Amending the Agreement and Declaration of
99.B1(b) Trust.*
Written Instrument Amending the Agreement and Declaration of
99.B1(c) Trust.*
99.B2 By-Laws.
99.B3 Inapplicable.
99.B4 Text of Share Certificate.
99.B5 Investment Management Agreement.
99.B6 Underwriting Agreement.
99.B7 Inapplicable.
99.B8 Custody Agreement.
99.B9 Agency Agreement.
99.B10(a) Legal Opinion and Consent of Vedder, Price, Kaufman & Kammholz.
99.B10(b) Legal Opinion and Consent of Ropes & Gray.
99.B11 Report and Consent of Independent Auditors.
99.B12 Inapplicable.
99.B13 Subscription Agreement.
99.B14 Inapplicable.
99.B15 Inapplicable.
99.B16 Inapplicable.
99.B18 Inapplicable.
99.B24 Powers of Attorney.*
27 Inapplicable.
</TABLE>
--------
*Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A filed on February 5, 1997.
C-1
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Inapplicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of March 27, 1997, there was one holder of record of shares of the
Registrant.
ITEM 27. 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.
C-2
<PAGE>
ITEM 28 (a) BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information pertaining to business and other connections of the
Registrant's investment adviser is hereby incorporated by reference to the
section of the Prospectus captioned "Investment Manager" and to the section of
the Statement of Additional Information captioned "Investment Manager."
Zurich Kemper Investments, Inc., investment adviser of the Registrant, is
investment adviser of:
Kemper Mutual Funds:
Kemper Technology Fund
Kemper Total Return Fund
Kemper Growth Fund
Kemper Small Capitalization Equity Fund
Kemper Income and Capital Preservation Fund
Kemper Money Funds
Kemper National Tax-Free Income Series
Kemper Diversified Income Fund
Kemper High Yield Fund
Cash Equivalent Fund
Kemper U.S. Government Securities Fund
Kemper International Fund
Kemper Portfolios
Kemper State Tax-Free Income Series
Tax-Exempt California Money Market Fund
Kemper Adjustable Rate U.S. Government Fund
Kemper Blue Chip Fund
Kemper Global Income Fund
Kemper Target Equity Fund
Cash Account Trust
Investors Cash Trust
Tax-Exempt New York Money Market Fund
Kemper Value Plus Growth Fund
Kemper Quantitative Equity Fund
Kemper Horizon Fund
Kemper Europe Fund
Kemper Asian Growth Fund
Kemper Aggressive Growth Fund
Kemper Closed-End Funds:
Kemper High Income Trust
Kemper Intermediate Government Trust
Kemper Municipal Income Trust
Kemper Multi-Market Income Trust
Kemper Strategic Municipal Income Trust
The Growth Fund of Spain, Inc.
Kemper Strategic Income Fund
Zurich Kemper Investments, Inc. also furnishes investment advice to and
manages investment portfolios for other clients including Kemper Investors Fund
and Kemper International Bond Fund.
C-3
<PAGE>
Item 28(b)(i) Business and Other Connections of Officers and Directors of Zurich
Kemper Investments, Inc., the Investment Advisor
TIMBERS, STEPHEN B.
Director, President, Chief Executive Officer and Chief Investment Officer,
Zurich Kemper Investments, Inc.
Director, Kemper Distributors, Inc.
Director, Zurich Investment Management, Inc.
Director, Chairman, Kemper Service Company
Director, Dreman Value Advisors, Inc.
Director, President, Kemper International Management, Inc. Trustee and
President, Kemper Funds
Director, The LTV Corporation
Governor, Investment Company Institute
NEAL, JOHN E.
Director, Zurich Kemper Investments, Inc.
President, Kemper Funds Group, a unit of Zurich Kemper Investments, Inc.
Director, President, Kemper Service Company
Director, Kemper Distributors, Inc.
Director, Zurich Investment Management, Inc.
Director, Dreman Value Advisors, Inc.
Director, ZKI Agency, Inc.
Director, Community Investment Corporation
Director, Continental Community Development Corporation
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
Director, RespiteCare
Director, Urban Shopping Centers, Inc.
Vice President, Kemper Funds
C-4
<PAGE>
MORAX, DOMINIQUE P.
Director, Zurich Kemper Investments, Inc.
Senior Vice President, Member Extended Corporate Executive Board,
Zurich Insurance Company Trustee, Kemper Funds
CHAPMAN, II, WILLIAM E.
President, Kemper Retirement Plans Group, a unit of Zurich Kemper
Investments, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.
VOGEL, VICTOR E.
Senior Executive Vice President, Zurich Kemper Investments, Inc.
Trustee, Zurich Kemper Investments, Inc. Profit Sharing Plan & Money
Purchase Pension Plan
BEIMFORD, JR., JOSEPH P.
Executive Vice President, Chief Investment Officer - Fixed Income, Zurich
Kemper Investments, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Galaxy Offshore, Inc.
Vice President, Investors Cash Trust
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Global Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper International Bond Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Money Funds
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Municipal Income Trust
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Portfolios
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Kemper U.S. Government Securities Fund
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund
COXON, JAMES H.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Vice President, Galaxy Offshore, Inc.
C-5
<PAGE>
Executive Vice President, Zurich Investment Management, Inc.
GREENAWALT, JAMES L.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, President, Kemper Distributors, Inc.
LANGBAUM, GARY A.
Executive Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Total Return Fund
Vice President, Kemper Investors Fund
MANZONI, JR., CHARLES R.
Executive Vice President, Secretary & General Counsel, Zurich Kemper
Investments, Inc.
Vice President, Kemper Funds
Secretary, ZKI Agency, Inc.
Secretary, Kemper Service Company
Secretary, Kemper Distributors, Inc.
Secretary, ZKI Holding Corporation
MURRIHY, MAURA J.
Executive Vice President, Zurich Kemper Investments, Inc.
REYNOLDS, STEVEN H.
Executive Vice President, Chief Investment Officer - Equities, Zurich
Kemper Investments, Inc.
Vice President, Kemper Technology Fund
Vice President, Kemper Total Return Fund
Vice President, Kemper Growth Fund
Vice President, Kemper Small Capitalization Equity Fund
Vice President, Kemper International Fund
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Value Plus Growth Fund
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Target Equity Fund
Vice President, Kemper Horizon Fund
Vice President, Kemper Investors Fund
Vice President, The Growth Fund of Spain, Inc.
Vice President, Kemper Europe Fund
C-6
<PAGE>
ROBERTS, SCOTT A.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Executive Vice President, Zurich Investment Management Inc.
SILIGMUELLER, DALE S.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Executive Vice President, Kemper Service Company
WEISS, ROBERT
Executive Vice President, Zurich Kemper Investments, Inc.
Executive Vice President, Zurich Investment Management, Inc.
BUKOWSKI, DANIEL J.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Value Plus Growth Fund
Vice President, Kemper Investors Fund
BUTLER, DAVID H.
Senior Vice President, Zurich Kemper Investments, Inc.
CERVONE, DAVID M.
Senior Vice President, Zurich Kemper Investments, Inc.
CESSINE, ROBERT S.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Investors Fund
CHESTER, TRACY McCORMICK
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Target Equity Fund
CHIEN, CHRISTINE
Senior Vice President, Zurich Kemper Investments, Inc.
CIARLELLI, ROBERT W.
Senior Vice President, Zurich Kemper Investments, Inc.
Executive Vice President, Kemper Service Company
COLLORA, PHILIP J.
Senior Vice President and Assistant Secretary, Zurich Kemper
Investments, Inc.
Vice President and Secretary, Kemper Funds
C-7
<PAGE>
Assistant Secretary, Kemper International Management, Inc.
Assistant Secretary, Zurich Investment Management, Inc.
Assistant Secretary, Dreman Value Advisors, Inc.
Assistant Secretary, ZKI Agency, Inc.
DUDASIK, PATRICK H.
Senior Vice President, Zurich Kemper Investments, Inc.
Executive Vice President, Chief Financial Officer and Treasurer,
Dreman Value Advisors, Inc.
Vice President and Treasurer, Zurich Investment Management, Inc.
Treasurer and Chief Financial Officer, Kemper Distributors, Inc.
Treasurer and Chief Financial Officer, Kemper Service Company
Director and Treasurer, Zurich Investment Management Limited
DUFFY, JEROME L.
Senior Vice President, Zurich Kemper Investments, Inc.
Treasurer, Kemper Funds
FENGER, JAMES E.
Senior Vice President, Zurich Kemper Investments, Inc.
FINK, THOMAS M.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
GALLAGHER, MICHAEL L.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Kemper Service Company
GOERS, RICHARD A.
Senior Vice President, Zurich Kemper Investments, Inc.
GREENWALD, MARSHALL L.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
HARRINGTON, MICHAEL E.
Senior Vice President, Zurich Kemper Investments, Inc.
KLEIN, GEORGE
Senior Vice President, Zurich Kemper Investments, Inc.
Director, Executive Vice President, Zurich Investment Management, Inc.
KLEIN, MARTY
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
KORTH, FRANK D.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Technology Fund
McNAMARA, MICHAEL A.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
C-8
<PAGE>
Vice President, Kemper Investors Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
MOELLER, JAMES V.
Senior Vice President, Zurich Kemper Investments, Inc.
MOORE, C. PERRY
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, ZKI Agency, Inc.
MIER, CHRISTOPHER J.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Municipal Income Trust
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Municipal Income Trust
RABIEGA, CRAIG F.
Senior Vice President, Zurich Kemper Investments, Inc.
First Vice President, Kemper Service Company
RACHWALSKI, JR. FRANK J.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Investors Cash Trust
Vice President, Kemper Investors Fund
Vice President, Kemper Money Funds
Vice President, Kemper Portfolios
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund
REGNER, THOMAS M.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Horizon Fund
Vice President, Kemper Investors Fund
RESIS, JR., HARRY E.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Multi-Market Income Trust
SCHUMACHER, ROBERT T.
Senior Vice President, Zurich Kemper Investments, Inc.
SILVIA, JOHN E.
Senior Vice President, Zurich Kemper Investments, Inc.
SMITH, JR., EDWARD BYRON
Senior Vice President, Zurich Kemper Investments, Inc.
SWANSON, DAVID
Senior Vice President, Zurich Kemper Investments, Inc.
C-9
<PAGE>
VANDENBERG, RICHARD
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper U.S. Government Securities Fund
Vice President, Kemper Portfolios
Vice President, Kemper Adjustable Rate U.S. Government Fund
VINCENT, CHRISTOPHER T.
Senior Vice President, Zurich Kemper Investments, Inc.
First Vice President, Zurich Investment Management, Inc.
WONNACOTT, LARRY R.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
BAZAN, KENNETH M.
First Vice President, Zurich Kemper Investments, Inc.
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
BOEHM, JONATHAN J.
First Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Kemper Service Company
BURROW, DALE R.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Strategic Municipal Income Trust
BYRNES, ELIZABETH A.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Intermediate Government Trust
CHRISTIANSEN, HERBERT A.
First Vice President, Zurich Kemper Investments, Inc.
First Vice President, Kemper Service Company
COHEN, JERRI I.
First Vice President, Zurich Kemper Investments, Inc.
DeMAIO, CHRIS C.
First Vice President, Zurich Kemper Investments, Inc.
Vice President and Chief Accounting Officer, Kemper Service
Company
C-10
<PAGE>
DEXTER, STEPHEN P.
First Vice President, Zurich Kemper Investments, Inc.
DOYLE, DANIEL J.
First Vice President, Zurich Kemper Investments, Inc.
HALE, DAVID D.
First Vice President, Zurich Kemper Investments, Inc.
HAUSKEN, PHILIP D.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Distributors, Inc.
HORTON, ROBERT J.
First Vice President, Zurich Kemper Investments, Inc.
INNES, BRUCE D.
First Vice President, Zurich Kemper Investments, Inc.
Co-President, International Association of Corporate and
Professional Recruiters
JACOBS, PETER M.
First Vice President, Zurich Kemper Investments, Inc.
KEELEY, MICHELLE M.
First Vice President, Zurich Kemper Investments, Inc.
KIEL, CAROL L.
First Vice President, Zurich Kemper Investments, Inc.
KNAPP, WILLIAM M.
First Vice President, Zurich Kemper Investments, Inc.
LAUGHLIN, ANN M.
First Vice President, Zurich Kemper Investments, Inc.
LENTZ, MAUREEN P.
First Vice President, Zurich Kemper Investments, Inc.
McCRINDLE-PETRARCA, SUSAN
First Vice President, Zurich Kemper Investments, Inc.
MINER, EDWARD
First Vice President, Zurich Kemper Investments, Inc.
MURRAY, SCOTT S.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
NORRIS, JOHNSTON A.
First Vice President, Zurich Kemper Investments, Inc.
C-11
<PAGE>
PANOZZO, ROBERTA L.
First Vice President, Zurich Kemper Investments, Inc.
PONTECORE, SUSAN E.
First Vice President, Zurich Kemper Investments, Inc.
RADIS, STEVE A.
First Vice President, Zurich Kemper Investments, Inc.
RATEKIN, DIANE E.
First Vice President, Assistant General Counsel and Assistant
Secretary, Zurich Kemper Investments, Inc.
Assistant Secretary, Kemper Distributors, Inc.
SMITH, ROBERT G.
First Vice President, Zurich Kemper Investments, Inc.
STUEBE, JOHN W.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
TEPPER, SHARYN A.
First Vice President, Zurich Kemper Investments, Inc.
TRUTTER, JONATHAN W.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
WETHERALD, ROBERT F.
First Vice President, Zurich Kemper Investments, Inc.
WILLSON, STEPHEN R.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Strategic Municipal Income Trust
WITTNEBEL, MARK E.
First Vice President, Zurich Kemper Investments, Inc.
ADAMS, DONALD
Vice President, Zurich Kemper Investments, Inc.
ALLEN, PATRICIA L.
Vice President, Zurich Kemper Investments, Inc.
ANDREASEN, AMY
Vice President, Zurich Kemper Investments, Inc.
ANTONAK, GEORGE A.
Vice President, Zurich Kemper Investments, Inc.
BALASUBRAMANIAM, KALAMADI
Vice President, Zurich Kemper Investments, Inc.
BARRY, JOANN M.
Vice President, Zurich Kemper Investments, Inc.
C-12
<PAGE>
BIEBERLY, CHRISTINE A.
Vice President, Zurich Kemper Investments, Inc.
BODEM, RICHARD A.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
BRENNAN, ELEANOR R.
Vice President, Zurich Kemper Investments, Inc.
BUCHANAN, PAMELA S.
Vice President, Zurich Kemper Investments, Inc.
BURKE, MARY PAT
Vice President, Zurich Kemper Investments, Inc.
BURSHTAN, DAVID H.
Vice President, Zurich Kemper Investments, Inc.
CARNEY, ANNE T.
Vice President, Zurich Kemper Investments, Inc.
CACCIOLA, RONALD
Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
CARTER, PAUL J.
Vice President and Compliance Manager, Zurich Kemper Investments, Inc.
COHEN, JERRI I.
Vice President, Zurich Kemper Investments, Inc.
COULTER, STEVAN F.
Vice President, Zurich Kemper Investments, Inc.
ESOLA, CHARLES J.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
FRIHART, THORA A.
Vice President, Zurich Kemper Investments, Inc.
GERACI, AUGUST L.
Vice President, Zurich Kemper Investments, Inc.
GOLAN, JAMES S.
Vice President, Zurich Kemper Investments, Inc.
GOODWIN, JUDITH C.
Vice President, Zurich Kemper Investments, Inc.
GRAY, PATRICK
Vice President, Zurich Kemper Investments, Inc.
GROOTENDORST, TONYA
Vice President, Zurich Kemper Investments, Inc.
HECHT, MARC L.
Vice President, Zurich Kemper Investments, Inc.
Assistant Secretary, Kemper Distributors, Inc.
Assistant Secretary, ZKI Holding Corporation
Assistant Secretary, ZKI Agency, Inc.
C-13
<PAGE>
HUOT, LISA L.
Vice President, Zurich Kemper Investments, Inc.
JASINSKI, R. ANTHONY
Vice President, Zurich Kemper Investments, Inc.
KARWOWSKI, KENNETH F.
Vice President, Zurich Kemper Investments, Inc.
KENNEDY, PATRICK J.
Vice President, Zurich Kemper Investments, Inc.
KOBS, MICHAEL G.
Vice President, Zurich Kemper Investments, Inc.
KOCH, DEBORAH L.
Vice President, Zurich Kemper Investments, Inc.
KOURY, KATHRYN E.
Vice President, Zurich Kemper Investments, Inc.
KOWALCZYK, MARK A.
Vice President, Zurich Kemper Investments, Inc.
KRANZ, KATHY J.
Vice President, Zurich Kemper Investments, Inc.
KRUEGER, PAMELA D.
Vice President, Zurich Kemper Investments, Inc.
KYCE, JOYCE
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
LASKA, ROBERTA E.
Vice President, Zurich Kemper Investments, Inc.
LAUTZ, STEPHEN
Vice President, Zurich Kemper Investments, Inc.
LeFEBVRE, THOMAS J.
Vice President, Zurich Kemper Investments, Inc.
McGINN, MARTHA R.
Vice President, Zurich Kemper Investments, Inc.
McGOVERN, KAREN B.
Vice President, Zurich Kemper Investments, Inc.
MILLER, GARY L.
Vice President, Zurich Kemper Investments, Inc.
MILLIGAN, BRIAN J.
Vice President, Zurich Kemper Investments, Inc.
C-14
<PAGE>
MULLEN, TERRENCE
Vice President, Zurich Kemper Investments, Inc.
MURPHY, THOMAS M.
Vice President, Zurich Kemper Investments, Inc.
NEVILLE, BRIAN P.
Vice President, Zurich Kemper Investments, Inc.
NORMAN, JR., DONALD L.
Vice President, Zurich Kemper Investments, Inc.
NOWAK, GREGORY J.
Vice President, Zurich Kemper Investments, Inc.
PANOZZO, ALBERT R.
Vice President, Zurich Kemper Investments, Inc.
PAXTON, THOMAS
Vice President, Zurich Kemper Investments, Inc.
QUADRINI, LISA L.
Vice President, Zurich Kemper Investments, Inc.
RANDALL, JR., WALTER R.
Vice President, Zurich Kemper Investments, Inc.
ROBINSON, DEBRA A.
Vice President, Zurich Kemper Investments, Inc.
RODGERS, JOHN B.
Vice President, Zurich Kemper Investments, Inc.
ROKOSZ, PAUL A.
Vice President, Zurich Kemper Investments, Inc.
ROSE, KATIE M.
Vice President, Zurich Kemper Investments, Inc.
RUDIN, MICHELE I.
Vice President, Zurich Kemper Investments, Inc.
SAENGER, MARYELLEN
Vice President, Zurich Kemper Investments, Inc.
SHULTZ, KAREN D.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
SOPHER, EDWARD O.
Vice President, Zurich Kemper Investments, Inc.
C-15
<PAGE>
SPILLER, KATHLEEN A.
Vice President, Zurich Kemper Investments, Inc.
SPURLING, CHRIS
Vice President, Zurich Kemper Investments, Inc.
STROMM, LAWRENCE D.
Vice President, Zurich Kemper Investments, Inc.
THOMAS, JILL
Vice President, Zurich Kemper Investments, Inc.
VANDEMERKT, RICHARD J.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
WALKER, ANGELA
Vice President, Zurich Kemper Investments, Inc.
WATKINS, JAMES K.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
WERTH, ELIZABETH C.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Distributors, Inc.
Assistant Secretary, Kemper Open-End Mutual Funds
WILNER, MITCHELL
Vice President, Zurich Kemper Investments, Inc.
WIZER, BARBARA K.
Vice President, Zurich Kemper Investments, Inc.
ZURAWSKI, CATHERINE N.
Vice President, Zurich Kemper Investments, Inc.
C-16
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the Kemper Mutual
Funds, Kemper Investors Fund, Kemper International Bond Fund and the Kemper-
Dreman Fund, Inc.
(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>
POSITIONS AND
POSITIONS AND OFFICES OFFICES WITH
NAME WITH UNDERWRITER REGISTRANT
---- ---------------- ----------
<S> <C> <C>
James L. Greenawalt Director, President None
William E. Chapman, II Director, Executive Vice President None
John E. Neal Director Vice President
Stephen B. Timbers Director President, Trustee
Patrick H. Dudasik Financial Principal, Treasurer
and Chief Financial Officer None
Linda A. Bercher Senior Vice President None
Thomas V. Bruns Senior Vice President None
Terry Cunningham Senior Vice President None
John H. Robinson, Jr. Senior Vice President None
Henry J. Schulthesz Senior Vice President None
Philip D. Hausken Vice President None
Carlene D. Merold Vice President None
Elizabeth C. Werth Vice President Assistant Secretary
Charles R. Manzoni, Jr. Secretary Vice President
Marc L. Hecht Assistant Secretary None
Diane E. Ratekin Assistant Secretary None
</TABLE>
(c) Not applicable.
C-17
<PAGE>
ITEM 30. 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, Zurich Kemper
Investments, Inc. and 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, Investors Fiduciary Trust Company ("IFTC"), 127 West 10th Street,
Kansas City, Missouri 64105 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 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) The Registrant undertakes to file a Post-Effective Amendment using
financial statements of Registrant, which need not be certified, within four
to six months from the effective date of the Registration Statement.
(c) Not applicable.
C-18
<PAGE>
S I G N A T U R E S
-------------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this 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 26th day of
March, 1997.
ZURICH YIELDWISE MONEY FUND
By /s/ Stephen B. Timbers
-----------------------------------
Stephen B. Timbers, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on March 26, 1997 on behalf of
the following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Stephen B. Timbers President (Principal
---------------------------------- Executive Officer) and
Stephen B. Timbers Trustee
/s/ David W. Belin* Trustee
----------------------------------
/s/ Lewis A. Brunham* Trustee
----------------------------------
/s/ Donald L. Dunaway* Trustee
----------------------------------
/s/ Robert B. Hoffman* Trustee
-----------------------------------
/s/ Donald R. Jones* Trustee
---------------------------------
/s/ Dominique P. Morax* Trustee
----------------------------------
/s/ Shirley D. Peterson* Trustee
----------------------------------
/s/ William P. Sommers* Trustee
----------------------------------
/s/ Jerome L. Duffy Treasurer (Principal
---------------------------------- Financial and
Jerome L. Duffy Accounting Officer)
*Philip J. Collora signs this document pursuant to powers of attorney
filed with Registrant's Registration Statement on Form N-1A filed on
February 5, 1997.
/s/ Philip J. Collora
-------------------------
Philip J. Collora
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
REFERENCE
---------
<C> <S> <C>
99.B1(a) Agreement and Declaration of Trust.*
99.B1(b) Written Instrument Amending the Agreement and Declaration of
Trust.*
99.B1(c) Written Instrument Amending the Agreement and Declaration of
Trust.*
99.B2 By-Laws.
99.B3 Inapplicable.
99.B4 Text of Share Certificate.
99.B5 Investment Management Agreement.
99.B6 Underwriting Agreement.
99.B7 Inapplicable.
99.B8 Custody Agreement.
99.B9 Agency Agreement.
99.B10(a) Legal Opinion and Consent of Vedder, Price, Kaufman &
Kammholz.
99.B10(b) Legal Opinion and Consent of Ropes & Gray.
99.B11 Report and Consent of Independent Auditors.
99.B12 Inapplicable.
99.B13 Subscription Agreement.
99.B14 Inapplicable.
99.B15 Inapplicable.
99.B16 Inapplicable.
99.B18 Inapplicable.
99.B24 Powers of Attorney.*
27 Inapplicable.
</TABLE>
- --------
*Incorporated herein by reference to Registrant's Registration Statement on
Form N-1A filed on February 5, 1997.
<PAGE>
99.B2
BY-LAWS OF
ZURICH YIELDWISE MONEY FUND
Section 1. Agreement and Declaration of
Trust and Principal Office
1.1 Agreement and Declaration of Trust. These By-Laws shall be subject to the
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of ZURICH YIELDWISE MONEY FUND, the Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust; Resident Agent. The principal office of
the Trust shall be located in Chicago, Illinois. Its resident agent in
Massachusetts shall be CT Corporation System, 2 Oliver Street, Boston,
Massachusetts or such other person as the Trustees may from time to time select.
Section 2. Shareholders
2.1 Shareholder Meetings. Meetings of the shareholders may be called at any
time by the Trustees, by the President or, if the Trustees and the President
shall fail to call any meeting of shareholders for a period of 30 days after
written application of one or more shareholders who hold at least 25% of all
shares issued and outstanding and entitled to vote at the meeting (or 10% if the
purpose of the meeting is to determine if a Trustee shall be removed from
office), then such shareholders may call such meeting. Each call of a meeting
shall state the place, date, hour and purposes of the meeting.
2.2 Place of Meetings. All meetings of the shareholders shall be held at the
principal office of the Trust, or, to the extent permitted by the Declaration of
Trust, at such other place within the United States as shall be designated by
the Trustees or the President of the Trust.
2.3 Notice of Meetings. A written notice of each meeting of shareholders,
stating the place, date and hour and the purposes of the meeting, shall be given
at least seven days before the meeting to each shareholder entitled to vote
thereat by leaving such notice with him or at his residence or usual place of
business or by mailing it, postage prepaid, and addressed to such shareholder at
his address as it appears in the records of the Trust. Such notice shall be
given by the Secretary or an Assistant Secretary or by an officer designated by
the Trustees. No notice of any meeting of shareholders need be given to a
shareholder if a written waiver of notice, executed before or
<PAGE>
after the meeting by such shareholder or his attorney thereunto duly authorized,
is filed with the records of the meeting.
2.4 Ballots. No ballot shall be required for any election unless requested
by a shareholder present or represented at the meeting and entitled to vote in
the election.
2.5 Proxies and Voting. Shareholders entitled to vote may vote either in
person or by proxy in writing dated not more than six months before the meeting
named therein, which proxies shall be filed with the Secretary or other person
responsible to record the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting. At all meetings of
shareholders, unless the voting is conducted by inspectors, all questions
relating to the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the chairman of the
meeting.
Section 3. Trustees
3.1 Committees and Advisory Board. The Trustees may appoint from their
number an executive committee and other committees. Any such committee may be
abolished and reconstituted at any time and from time to time by the Trustees.
Except as the Trustees may otherwise determine, any such committee may make
rules for the conduct of its business. The Trustees may appoint an advisory
board to consist of not less than two nor more than five members. The members of
the advisory board shall be compensated in such manner as the Trustees may
determine and shall confer with and advise the Trustees regarding the
investments and other affairs of the Trust. Each member of the advisory board
shall hold office until the first meeting of the Trustees following the meeting
of the shareholders, if any, next following his appointment and until his
successor is appointed and qualified, or until he sooner dies, resigns, is
removed, or becomes disqualified, or until the advisory board is sooner
abolished by the Trustees.
3.2 Regular Meetings. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees. A regular meeting of the
Trustees may be held without call or notice immediately after and at the same
place as any meeting of the shareholders.
2
<PAGE>
3.3 Special Meetings. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting, when called by the
Chairman of the Board or by two or more Trustees, sufficient notice thereof
being given to each Trustee by the Secretary or an Assistant Secretary or by the
officer or one of the Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to send notice by
mail at least three days or by telegram at least twenty-four hours before the
meeting addressed to the Trustee at his or her usual or last known business or
residence address or to give notice to him or her in person or by telephone at
least twenty-four hours before the meeting. Notice of a meeting need not be
given to any Trustee if a written waiver of notice, executed by him or her
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither notice of a meeting nor a
waiver of a notice need specify the purposes of the meeting.
3.5 Quorum. At any meeting of the Trustees, one-third of the Trustees then
in office shall constitute a quorum; provided, however, a quorum (unless the
Board of Trustees consists of two or fewer persons) shall not be less than two.
Any meeting may be adjourned from time to time by a majority of the votes cast
upon the question, whether or not a quorum is present, and the meeting may be
held as adjourned without further notice.
Section 4. Officers and Agents
4.1 Enumeration; Qualification. The officers of the Trust shall be a
President, a Treasurer, a Secretary and such other officers, if any, as the
Trustees from time to time may in their discretion elect or appoint. The Trust
may also have such agents, if any, as the Trustees from time to time may in
their discretion appoint. Any officer may be but none need be a Trustee or
shareholder. Any two or more offices may be held by the same person.
4.2 Powers. Subject to the other provisions of these By-Laws, each officer
shall have, in addition to the duties and powers herein and in the Declaration
of Trust set forth, such duties and powers as are commonly incident to his or
her office as if the Trust were organized as a Massachusetts business
corporation and such other duties and powers as the Trustees may from time to
time designate.
4.3 Election. The President, the Treasurer and the Secretary shall be
elected annually by the Trustees at their first meeting in each calendar year or
at such later meeting in such year as
3
<PAGE>
the Trustees shall determine. Other officers or agents, if any, may be elected
or appointed by the Trustees at said meeting or at any other time.
4.4 Tenure. The President, Treasurer and Secretary shall hold office until
the first meeting of Trustees in each calendar year and until their respective
successors are chosen and qualified, or in each case until he or she sooner
dies, resigns, is removed or becomes disqualified. Each other officer shall hold
office and each agent shall retain his or her authority at the pleasure of the
Trustees.
4.5 Chairman of the Board. The Chairman of the Board of Trustees, if one is
so appointed, shall be chosen from among the Trustees and may hold office only
so long as he continues to be a Trustee. The Chairman of the Board, if any is so
appointed, shall preside at all meetings of the shareholders and of the Trustees
at which he is present; and shall have such other duties and powers as specified
herein and as may be assigned to him by the Trustee.
4.6 President and Vice Presidents. The President shall be the chief
executive officer of the Trust. The President shall, subject to the control of
the Trustees, have general charge and supervision of the Trust and shall perform
such other duties and have such other powers as the Trustees shall prescribe
from time to time. Any Vice President shall at the request or in the absence or
disability of the President exercise the powers of the President and perform
such other duties and have such other powers as shall be designated from time to
time by the Trustees.
4.7 Treasurer and Controller. The Treasurer shall be the chief financial
officer of the Trust and, subject to any arrangement made by the Trustees with a
bank or trust company or other organization as custodian or transfer or
shareholder services agent, shall be in charge of its valuable papers and shall
have such other duties and powers as may be designated from time to time by the
Trustees or by the President. If at any time there shall be no Controller, the
Treasurer shall also be the chief accounting officer of the Trust and shall have
the duties and power prescribed herein for the Controller. Any Assistant
Treasurer shall have such duties and powers as shall be designated from time to
time by the Trustees.
The Controller, if any be elected, shall be the chief accounting officer of the
Trust and shall be in charge of its books of account and accounting records. The
Controller shall be responsible for preparation of financial statements of the
Trust and shall have such other duties and powers as may be designated from time
to time by the Trustees or the President.
4
<PAGE>
4.8 Secretary and Assistant Secretaries. The Secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept therefor,
which books shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of shareholders or Trustees, an Assistant
Secretary, or if there be none or if he or she is absent, a temporary clerk
chosen at the meeting shall record the proceedings thereof in the aforesaid
books.
Section 5. Resignations and Removals
Any Trustee may resign his trust or retire as a Trustee in accordance with
procedures set forth in the Declaration of Trust. Any officer or advisory board
member may resign at any time by delivering his or her resignation in writing to
the Chairman of the Board, the President or the Secretary or to a meeting of the
Trustees. The Trustees may remove any officer or advisory board member elected
or appointed by them with or without cause by the vote of a majority of the
Trustees then in office. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee, officer, or advisory board member
resigning, and no officer or advisory board member removed, shall have any right
to any compensation for any period following his or her resignation or removal,
or any right to damages on account of such removal.
Section 6. Vacancies
A vacancy in the office of Trustee shall be filed in accordance with the
Declaration of Trust. Vacancies resulting from the death, resignation,
incapacity or removal of any officer may be filled by the Trustees. Each
successor of any such officer shall hold office for the unexpired term, and in
the case of the President, the Treasurer and the Secretary, until his or her
successor is chosen and qualified, or in each case until he or she sooner dies,
resigns, is removed or becomes disqualified.
Section 7. Shares of Beneficial Interest
7.1 Share Certificates. No certificates certifying the ownership of shares
shall be issued except as the Trustees may otherwise authorize. In the event
that the Trustees authorize the issuance of share certificates, subject to the
provisions of Section 7.3, each shareholder shall be entitled to a certificate
stating the number of shares owned by him or her, in such form as shall be
prescribed from time to time by the Trustees. Such certificate shall be signed
by the President or a Vice President and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary. Such signatures may be facsimiles if the
certificate is signed by a transfer or shareholder services agent or by a
5
<PAGE>
registrar, other than a Trustee, officer or employee of the Trust. In case any
officer who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Trust with the same effect as if he or she were
such officer at the time of its issue.
In lieu of issuing certificates for shares, the Trustees or the transfer or
shareholder services agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
7.2 Loss of Certificates. In the case of the alleged loss or destruction or
the mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.
7.3 Discontinuance of Issuance of Certificates. The Trustees may at any time
discontinue the issuance of share certificates and may, by written notice to
each shareholder, require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect the ownership of
shares in the Trust.
Section 8. Record Date
The Trustees may fix in advance a time, which shall not be more than 90 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date.
Section 9. Seal
The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular die with the word "Massachusetts" together with the name of
the Trust, cut or engraved thereon; but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity of, any document, instrument, or other paper executed
and delivered by or on behalf of the Trust.
6
<PAGE>
Section 10. Execution of Papers
Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and any transfers of securities standing in the name
of the Trust shall be executed, by the President or by one of the Vice
Presidents or by the Treasurer or by whomsoever else shall be designated for
that purpose by the vote of the Trustees and need not bear the seal of the
Trust.
Section 11. Fiscal Year
The fiscal year of the Trust shall end on such date in each year as the Trustees
shall from time to time determine.
Section 12. Amendments
These By-Laws may be amended or repealed, in whole or in part, by a majority of
the Trustees then in office at any meeting of the Trustees, or by one or more
writings signed by such majority.
7
<PAGE>
99.B4
[Name]
is the owner of [number] shares
of beneficial interest in the above noted Fund (the "FUND"), of series and
class, if any, specified, fully paid and nonassessable, the said shares being
issued and held subject to the provisions of the Agreement and Declaration of
Trust of the Fund, and all amendments thereto, copies of which are on file with
the Secretary of The Commonwealth of Massachusetts. The said owner by accepting
this certificate agrees to and is bound by all of the said provisions. The
shares represented hereby are transferable in writing by the owner thereof in
person or by attorney upon surrender of this certificate to the Fund properly
endorsed for transfer. This certificate is executed on behalf of the Trustees of
the Fund as Trustees and not individually and the obligations hereof are not
binding upon any of the Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Fund or, if applicable, the
specified series of the Fund. The shares may be subject to a contingent deferred
sales charge. This certificate is not valid unless countersigned by the Transfer
Agent.
<PAGE>
99.B5
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this ______ day of _______________, 1997, by and between
ZURICH YIELDWISE MONEY FUND, a Massachusetts business trust (the "Fund"), and
ZURICH KEMPER INVESTMENTS, INC., a Delaware corporation (the "Adviser").
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940, the shares of beneficial interest
("Shares") of which are registered under the Securities Act of 1933;
WHEREAS, the Fund is authorized to issue Shares in separate series or
portfolios with each representing the interests in a separate portfolio of
securities and other assets;
WHEREAS, the Fund currently offers or intends to offer Shares in one
portfolio, the Initial Portfolio, together with any other Fund portfolios which
may be established later and served by the Adviser hereunder, being herein
referred to collectively as the "Portfolios" and individually referred to as a
"Portfolio"; and
WHEREAS, the Fund desires at this time to retain the Adviser to render
investment advisory and management services to the Initial Portfolio, and the
Adviser is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby employs the Adviser to act as the investment adviser for
the Initial Portfolio and other Portfolios hereunder and to manage the
investment and reinvestment of the assets of each such Portfolio in accordance
with the applicable investment objectives and policies and limitations, and to
administer the affairs of each such Portfolio to the extent requested by and
subject to the supervision of the Board of Trustees of the Fund for the period
and upon the terms herein set forth, and to place orders for the purchase or
sale of portfolio securities for the Fund's account with brokers or dealers
selected by it; and, in connection therewith, the Adviser is authorized as the
agent of the Fund to give instructions to the Custodian of the Fund as to the
deliveries of securities and payments of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the placing of such
orders, the Adviser is directed to seek for the Fund best execution of orders.
The investment of funds shall be subject to all applicable restrictions of the
<PAGE>
Agreement and Declaration of Trust and By-Laws of the Fund as may from time to
time be in force.
The Adviser accepts such employment and agrees during such period to render
such services, to furnish office facilities and equipment and clerical,
bookkeeping and administrative services for the Fund, to permit any of its
officers or employees to serve without compensation as trustees or officers of
the Fund if elected to such positions and to assume the obligations herein set
forth for the compensation herein provided. The Adviser shall for all purposes
herein provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund. It is
understood and agreed that the Adviser, by separate agreements with the Fund,
may also serve the Fund in other capacities.
2. In the event that the Fund establishes one or more portfolios other than
the Initial Portfolio with respect to which it desires to retain the Adviser to
render investment advisory and management services hereunder, it shall notify
the Adviser in writing. If the Adviser is willing to render such services, it
shall notify the Fund in writing whereupon such portfolio or portfolios shall
become a Portfolio or Portfolios hereunder.
3. For the services and facilities described in Section 1, the Fund will pay
to the Adviser at the end of each calendar month, an investment management fee
for each Portfolio computed by applying the following annual rates to the
applicable average daily net assets of the Portfolio:
<TABLE>
<CAPTION>
Applicable Average
Daily Net Assets
(Thousands) Annual Rate
------------------ -----------
<S> <C>
$0 - $ 215,000 .50 of 1%
$ 215,000 - $ 550,000 .375 of 1%
$ 550,000 - $ 800,000 .30 of 1%
Over $800,000 .25 of 1%
</TABLE>
The fee as computed above shall be computed separately for, and charged as
an expense of, each Portfolio based upon the average daily net assets of such
Portfolio. For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and year, respectively.
2
<PAGE>
4. The services of the Adviser to the Fund under this Agreement are not to be
deemed exclusive, and the Adviser shall be free to render similar services or
other services to others so long as its services hereunder are not impaired
thereby.
5. In addition to the fee of the Adviser, the Fund shall assume and pay any
expenses for services rendered by a custodian for the safekeeping of the Fund's
securities or other property, for keeping its books of account, for any other
charges of the custodian, and for calculating the net asset value of the Fund as
provided in the prospectus of the Fund. The Adviser shall not be required to pay
and the Fund shall assume and pay the charges and expenses of its operations,
including compensation of the trustees (other than those affiliated with the
Adviser), charges and expenses of independent auditors, of legal counsel, of any
transfer or dividend disbursing agent, and of any registrar of the Fund, costs
of acquiring and disposing of portfolio securities, interest, if any, on
obligations incurred by the Fund, costs of share certificates and of reports,
membership dues in the Investment Company Institute or any similar organization,
costs of reports and notices to shareholders, other like miscellaneous expenses
and all taxes and fees payable to federal, state or other governmental agencies
on account of the registration of securities issued by the Fund, filing of trust
documents or otherwise. The Fund shall not pay or incur any obligation for any
expenses for which the Fund intends to seek reimbursement from the Adviser as
herein provided without first obtaining the written approval of the Adviser. The
Adviser shall arrange, if desired by the Fund, for officers or employees of the
Adviser to serve, without compensation from the Fund, as trustees, officers or
agents of the Fund if duly elected or appointed to such positions and subject to
their individual consent and to any limitations imposed by law.
The net asset value for each Portfolio shall be calculated in accordance
with the provisions of the Fund's prospectus or as the trustees may determine in
accordance with the provisions of the Investment Company Act of 1940. On each
day when net asset value is not calculated, the net asset value of a Portfolio
shall be deemed to be the net asset value of such Portfolio as of the close of
business on the last day on which such calculation was made for the purpose of
the foregoing computations.
6. Subject to applicable statutes and regulations, it is understood that
trustees, officers or agents of the Fund are or may be interested in the Adviser
as officers, directors, agents, shareholders or otherwise, and that the
officers, directors, shareholders and agents of the Adviser may be interested in
the Fund otherwise than as a trustee, officer or agent.
7. The Adviser shall not be liable for any error of judgment or of law or
for any loss suffered by the Fund in connection with
3
<PAGE>
the matters to which this Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its obligations and duties or by reason of its reckless disregard
of its obligations and duties under this Agreement.
8. This Agreement shall become effective with respect to the Initial Portfolio
on the date hereof and shall remain in full force until December 1, 1998, unless
sooner terminated as hereinafter provided. This Agreement shall continue in
force from year to year thereafter with respect to each Portfolio, but only as
long as such continuance is specifically approved for each Portfolio at least
annually in the manner required by the Investment Company Act of 1940 and the
rules and regulations thereunder; provided, however, that if the continuation of
this Agreement is not approved for a Portfolio, the Adviser may continue to
serve in such capacity for such Portfolio in the manner and to the extent
permitted by the Investment Company Act of 1940 and the rules and regulations
thereunder.
This Agreement shall automatically terminate in the event of its assignment
and may be terminated at any time without the payment of any penalty by the Fund
or by the Adviser on sixty (60) days written notice to the other party. The Fund
may effect termination with respect to any Portfolio by action of the Board of
Trustees or by vote of a majority of the outstanding voting securities of such
Portfolio.
This Agreement may be terminated with respect to any Portfolio at any time
without the payment of any penalty by the Board of Trustees or by vote of a
majority of the outstanding voting securities of such Portfolio in the event
that it shall have been established by a court of competent jurisdiction that
the Adviser or any officer or director of the Adviser has taken any action which
results in a breach of the covenants of the Adviser set forth herein.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the Investment Company Act of
1940 and the rules and regulations thereunder.
Termination of this Agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation described in Section
3 earned prior to such termination.
9. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
10. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other
4
<PAGE>
party at such address as such other party may designate for the receipt of such
notice.
11. All parties hereto are expressly put on notice of the Fund's Agreement and
Declaration of Trust and all amendments thereto, all of which are on file with
the Secretary of The Commonwealth of Massachusetts, and the limitation of
shareholder and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as such
representatives and not individually, and the obligations of the Fund hereunder
are not binding upon any of the trustees, officers, or shareholders of the Fund
individually but are binding upon only the assets and property of the Fund. With
respect to any claim by the Adviser for recovery of that portion of the
investment management fee (or any other liability of the Fund arising hereunder)
allocated to a particular Portfolio, whether in accordance with the express
terms hereof or otherwise, the Adviser shall have recourse solely against the
assets of that Portfolio to satisfy such claim and shall have no recourse
against the assets of any other Portfolio for such purpose.
12. This Agreement shall be construed in accordance with applicable federal law
and (except as to Section 11 hereof which shall be construed in accordance with
the laws of The Commonwealth of Massachusetts) the laws of the State of
Illinois.
5
<PAGE>
13. This Agreement is the entire contract between the parties relating to the
subject matter hereof and supersedes all prior agreements between the parties
relating to the subject matter hereof.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement to
be executed as of the day and year first above written.
ZURICH YIELDWISE MONEY FUND
By:
______________________________
Title:
___________________________
ATTEST:
_____________________________
Title:
_____________________________
ZURICH KEMPER INVESTMENTS, INC.
By:
______________________________
Title:
___________________________
ATTEST:
_____________________________
Title:
_____________________________
6
<PAGE>
99.B6
UNDERWRITING AGREEMENT
AGREEMENT made as of this ___ day of _______, 1997 between ZURICH YIELDWISE
MONEY FUND a Massachusetts business trust (hereinafter called the "Fund"), and
ZURICH KEMPER DISTRIBUTORS, INC., a Delaware corporation (hereinafter called the
"Underwriter");
WITNESSETH:
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Underwriter its agent for the
distribution of shares of beneficial interest (hereinafter called "shares") of
the Fund in jurisdictions wherein shares of the Fund may legally be offered for
sale; provided, however, that the Fund in its absolute discretion may (a) issue
or sell shares directly to holders of shares of the Fund upon such terms and
conditions and for such consideration, if any, as it may determine, whether in
connection with the distribution of subscription or purchase rights, the payment
or reinvestment of dividends or distributions, or otherwise; or (b) issue or
sell shares at net asset value to the shareholders of any other investment
company, for which the Underwriter shall act as exclusive distributor, who wish
to exchange all or a portion of their investment in shares of such other
investment company for shares of the Fund.
2. The Underwriter hereby accepts appointment as agent for the
distribution of the shares of the Fund and agrees that it will use its best
efforts with reasonable promptness to sell such part of the authorized shares of
the Fund remaining unissued as from time to time shall be effectively registered
under the Securities Act of 1933 ("Securities Act"), at prices determined as
hereinafter provided and on terms hereinafter set forth, all subject to
applicable Federal and state laws and regulations and to the Agreement and
Declaration of Trust of the Fund.
3. The Fund agrees that it will use its best efforts to keep effectively
registered under the Securities Act for sale as herein contemplated such shares
as the Underwriter shall reasonably request and as the Securities and Exchange
Commission shall permit to be so registered.
4. Notwithstanding any other provision hereof, the Fund may terminate,
suspend or withdraw the offering of shares whenever, in its sole discretion, it
deems such action to be desirable.
<PAGE>
5. The Underwriter may as agent of the Fund sell shares of the Fund
directly to investors. In addition, the Underwriter may as agent of the Fund
sell shares of the Fund to or through qualified dealers or others in such
manner, not inconsistent with the provisions hereof and the then effective
registration statement of the Fund under the Securities Act (and related
prospectus), as the Underwriter may determine from time to time, provided that
no dealer or other person shall be appointed or authorized to act as agent of
the Fund without the prior consent of the Fund. It is mutually agreed that, in
addition to sales made by it as agent of the Fund, the Underwriter may, in its
discretion, also sell shares of the Fund as principal to persons with whom it
does not have dealer selling group agreements.
6. Shares of the Fund offered for sale or sold by the Underwriter shall
be so offered or sold at a price per share determined in accordance with the
then current prospectus relating to the sale of such shares except as departure
from such prices shall be permitted by the rules and regulations of the
Securities and Exchange Commission; provided, however, that any public offering
price for shares of the Fund shall be the net value per share. The net asset
value per share shall be determined in the manner and at the times set forth in
the then current prospectus of the Fund relating to such shares.
7. The price the Fund shall receive for all shares purchased from the
Fund shall be the net asset value used in determining the public offering price
applicable to the sale of such shares.
8. The Underwriter shall issue and deliver on behalf of the Fund such
confirmations of sales made by it as agent pursuant to this agreement as may be
required. At or prior to the time of issuance of shares, the Underwriter will
pay or cause to be paid to the Fund the amount due the Fund for the sale of such
shares. Certificates shall be issued or shares registered on the transfer books
of the Fund in such names and denominations as the Underwriter may specify.
9. The Fund will execute any and all documents and furnish any and all
information which may be reasonably necessary in connection with the
qualification of its shares for sale (including the qualification of the Fund as
a dealer where necessary or advisable) in such states as the Underwriter may
reasonably request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its opinion is
unduly burdensome).
10. The Fund will furnish to the Underwriter from time to time such
information with respect to the Fund and its shares as the Underwriter may
reasonably request for use in connection with the sale of shares of the Fund.
The Underwriter agrees that it
2
<PAGE>
will not use or distribute or authorize the use, distribution or dissemination
by its dealers or others in connection with the sale of such shares any
statements, other than those contained in the Fund's current prospectus, except
such supplemental literature or advertising as shall be lawful under Federal and
state securities law and regulations, and that it will furnish the Fund with
copies of all such material.
11. The Underwriter shall order shares of the Fund from the Fund only to
the extent that it shall have received purchase orders therefor. The Underwriter
will not make, or authorize any dealers or others to make any short sales of
shares of the Fund.
12. The Underwriter, as agent of and for the account of the Fund, may
repurchase the shares of the Fund at such prices and upon such terms and
conditions as shall be specified in the current prospectus of the Fund.
13. In selling or reacquiring shares of the Fund for the account of the
Fund, the Underwriter will in all respects conform to the requirements of all
state and Federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., relating to such sale or reacquisition,
as the case may be, and will indemnify and save harmless the Fund from any
damage or expense on account of any wrongful act by the Underwriter or any
employee, representative or agent of the Underwriter. The Underwriter will
observe and be bound by all the provisions of the Agreement and Declaration of
Trust of the Fund (and of any fundamental policies adopted by the Fund pursuant
to the Investment Company Act of 1940, notice of which shall have been given to
the Underwriter) which at the time in any way require, limit, restrict or
prohibit or otherwise regulate any action on the part of the Underwriter.
14. The Underwriter will require each dealer to conform to the provisions
hereof and the Registration Statement (and related prospectus) at the time in
effect under the Securities Act with respect to the public offering price of the
Fund's shares, and neither the Underwriter nor any such dealers shall withhold
the placing of purchases orders so as to make a profit thereby.
15. The Fund will pay or cause to be paid expenses (including the fees and
disbursements of its own counsel) and all taxes and fees payable to the Federal,
state or other governmental agencies on account of the registration or
qualifications of securities issued by the Fund or otherwise. The Fund will also
pay or cause to be paid expenses incident to the issuance of shares of
beneficial interest, such as the cost of share certificates, issue taxes, and
fees for the transfer agent. The Underwriter will pay all expenses (other than
expenses which one or more dealers may bear pursuant to any agreement with the
Underwriter) incident to the sale and
3
<PAGE>
distribution of the shares issued or sold hereunder, including, without limiting
the generality of the foregoing, all expenses of printing and distributing any
prospectus and of preparing, printing and distributing or disseminating any
other literature, advertising and selling aids in connection with the offering
of the shares for sale (except that such expenses need not include expenses
incurred by the Fund in connection with the preparation, typesetting, printing
and distribution of any registration statement or report or other communication
to stockholders in their capacity as such) and expenses of advertising in
connection with such offering.
16. The agreement shall become effective on the date hereof and shall
continue in effect until December 1, 1998 and from year to year thereafter, but
only so long as such continuance is approved in the manner required by the
Investment Company Act of 1940. Either party hereto may terminate this agreement
on any date by giving the other party at least six months prior written notice
of such termination specifying the date fixed therefor. Without prejudice to any
other remedies of the Fund in any such event the Fund may terminate this
agreement at any time immediately upon any failure of fulfillment of any of the
obligations of the Underwriter hereunder.
17. This agreement shall automatically terminate in the event of its
assignment.
18. Any notice under this agreement shall be in writing, addressed and
delivered or mailed, postage postpaid, to the other party at such address as
such other party may designate for the receipt of such notice.
19. All parties hereto are expressly put on notice of the Fund's Agreement
and Declaration of Trust and all amendments thereto, all of which are on file
with the Secretary of The Commonwealth of Massachusetts, and the limitation of
shareholder and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as such
representatives and not individually, and the obligations of the Fund hereunder
are not binding upon any of the Trustees, officers or shareholders of the Fund
individually but are binding upon only the assets and property of the Fund. With
respect to any claim by Underwriter for recovery of any liability of the Fund
arising hereunder allocated to a particular series or portfolio ("Portfolio") of
the Fund if there be more than one, whether in accordance with the express terms
hereof or otherwise, the Underwriter shall have recourse solely against the
assets of that Portfolio to satisfy such claim and shall have no recourse
against the assets of any other Portfolio for such purpose.
4
<PAGE>
IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this
agreement to be executed on its behalf by an officer thereunto duly authorized
and its seal to be affixed on the day and year first above written.
ZURICH YIELDWISE MONEY FUND
By:
______________________________
Title:
___________________________
Attest:
_________________________
Title:
__________________________
ZURICH KEMPER DISTRIBUTORS, INC.
By:
______________________________
Title:
___________________________
Attest:
_________________________
Title:
_________________________
5
<PAGE>
99.B8
CUSTODY AGREEMENT
AGREEMENT, made the ___ day of ________, 1997 by and between ZURICH
YIELDWISE MONEY FUND, a Massachusetts business trust having its principal place
of business at 222 South Riverside Plaza, Chicago, Illinois 60606 ("Fund") and
Investors Fiduciary Trust Company, a trust company organized and existing under
the laws of Missouri, having its principal place of business at Kansas City,
Missouri ("Custodian").
WHEREAS, Fund wants to appoint Investors Fiduciary Trust Company as
Custodian to have custody of the Fund's portfolio securities and monies pursuant
to this Agreement; and
WHEREAS, Investors Fiduciary Trust Company wants to accept such
appointment;
NOW, THEREFORE, for and in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, mutually covenant and
agree as follows:
1. APPOINTMENT OF CUSTODIAN.
Fund hereby constitutes and appoints Investors Fiduciary Trust Company as
Custodian of Fund which is to include:
A. Custody of the securities and monies at any time owned by Fund;
and
B. Performing certain accounting and record keeping functions
relating to its function as Custodian for Fund and each of its Portfolios.
2. DELIVERY OF CORPORATE DOCUMENTS.
Fund has delivered or will deliver to Custodian prior to the effective date
of this Agreement, copies of the following documents and all amendments or
supplements thereto, properly certified or authenticated:
A. Resolutions of the Board of Trustees of Fund appointing Investors
Fiduciary Trust Company as Custodian hereunder and approving the form of
this Agreement; and
B. Resolutions of the Board of Trustees of Fund authorizing certain
persons to give instructions on behalf of Fund to Custodian and authorizing
Custodian to rely upon written instructions over their signatures.
<PAGE>
3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
A. Delivery of Assets
Fund will deliver or cause to be delivered to Custodian on the
effective date of this Agreement, or as soon thereafter as practicable, and
from time to time thereafter, all portfolio securities acquired by it and
monies then owned by it except as permitted by the Investment Company Act
of 1940 ("1940 Act") or from time to time coming into its possession during
the time this Agreement shall continue in effect. Custodian shall have no
responsibility or liability whatsoever for or on account of securities or
monies not so delivered. All securities so delivered to Custodian (other
than bearer securities) shall be registered in the name of Fund or its
nominee, or of a nominee of Custodian, or shall be properly endorsed and in
form for transfer satisfactory to Custodian.
B. Safekeeping
Custodian will receive delivery of and keep safely the assets of Fund
delivered to it from time to time. Custodian will not deliver any such
assets to any person except as permitted by the provisions of this
Agreement or any agreement executed by it according to the terms of this
Agreement. Custodian shall be responsible only for the monies and
securities of Fund held directly by it or its nominees or sub-custodian
under this Agreement; provided that Custodian's responsibility for any sub-
custodian appointed at the Fund's direction for purposes of (i) effecting
third-party repurchase transactions with banks, brokers, dealers, or other
entities through the use of a common custodian or sub-custodian; or (ii)
providing depository and clearing agency services with respect to certain
variable rate demand note securities ("special sub-custodian") shall be
further limited as set forth in this Agreement. Custodian may participate
directly or indirectly through a sub-custodian in the Depository Trust
Company, the Treasury/Federal Reserve Book Entry System, the Participants
Trust Company and any other securities depository approved by the Board of
Trustees of the Fund, subject to compliance with the provisions of Rule
17f-4 under the 1940 Act including, without limitation, the specific
provisions of subsections (a) (1) through (d) (4) thereof.
C. Registration of Securities
Custodian will hold stocks and other registerable portfolio securities
of Fund registered in the name of Fund or in the name of any nominee of
Custodian for whose fidelity and liabilities Custodian shall be fully
2
<PAGE>
responsible, or in street certificate form, so-called, with or without any
indication of fiduciary capacity. Unless otherwise instructed, Custodian
will register all such portfolio securities in the name of its authorized
nominee.
D. Exchange of Securities
Upon receipt of instructions, Custodian will exchange, or cause to be
exchanged, portfolio securities held by it for the account of Fund for
other securities or cash issued or paid in connection with any
reorganization, recapitalization, merger, consolidation, split-up of
shares, change of par value, conversion or otherwise, and will deposit any
such securities in accordance with the terms of any reorganization or
protective plan. Without instructions, Custodian is authorized to exchange
securities held by it in temporary form for securities in definitive form,
to effect an exchange of shares when the par value of the stock is changed,
and, upon receiving payment therefore, to surrender bonds or other
securities held by it at maturity or when advised of earlier call for
redemption, except that Custodian shall receive instructions prior to
surrendering any convertible security.
E. Purchases or Sales of Investments of Fund
Fund shall, on each business day on which a purchase or sale of a
portfolio security shall be made by it, deliver to Custodian instructions
which shall specify with respect to each such transaction:
(1) The name of the issuer and description of the security;
(2) The number of shares or the principal amount purchased or sold, and
accrued interest, if any;
(3) The trade date;
(4) The settlement date;
(5) The date when the securities sold were purchased by Fund or other
information identifying the securities sold and to be delivered;
(6) The price per unit and the brokerage commission, taxes and other
expenses in connection with the transaction;
(7) The total amount payable or receivable upon such transaction; and
(8) The name of the person from whom or the broker or dealer through whom
the transaction was made.
3
<PAGE>
In accordance with such purchase instructions, Custodian shall pay for out
of monies held for the account of Fund, but only insofar as monies are
available therein for such purpose, and receive the portfolio securities so
purchased by or for the account of Fund. Such payment shall be made only
upon receipt by Custodian of the securities so purchased in form for
transfer satisfactory to Custodian.
In accordance with such sales instructions, Custodian will deliver or cause
to be delivered the securities thus designated as sold for the account of
Fund to the broker or other person specified in the instructions relating
to such sale, such delivery to be made only upon receipt of payment
therefor in such form as shall be satisfactory to Custodian, with the
understanding that Custodian may deliver or cause to be delivered
securities for payment in accordance with the customs prevailing among
dealers in securities.
F. Purchases or Sales of Options and Futures Transactions
Fund will, on each business day on which a purchase or sale of the
following options and/or futures shall be made by it, deliver to Custodian
instructions which shall specify with respect to each such purchase or
sale:
(1) Securities Options
(a) The underlying security;
(b) The price at which purchased or sold;
(c) The expiration date;
(d) The number of contracts;
(e) The exercise price;
(f) Whether opening, exercising, expiring or closing the transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased;
(i) Market on which option traded; and
(j) Name and address of the broker or dealer through whom the sale or
purchase was made.
(2) Options on Indices
(a) The index;
(b) The price at which purchased or sold;
(c) The exercise price;
(d) The premium;
(e) The multiple;
(f) The expiration date;
(g) Whether the transaction is an opening, exercising, expiring or
closing transaction;
(h) Whether the transaction involves a put or call;
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(i) Whether the option is written or purchased; and
(j) Name and address of the broker or dealer through whom the sale or
purchase was made.
(3) Securities Index Futures Transactions
(a) The last trading date specified in the contract and, when
available, the closing level, thereof;
(b) The index level on the date the contract is entered into;
(c) The multiple;
(d) Any margin requirements;
(e) The need for a segregated margin account (in addition to
instructions; and, if not already in the possession of Custodian,
Fund shall deliver a substantially complete and executed
custodial safekeeping account and procedural agreement which
shall be incorporated into this Custody Agreement); and
(f) The name and address of the futures commission merchant through
whom the sale or purchase was made.
(4) Options on Index Futures Contracts
(a) The underlying index futures contract;
(b) The premium;
(c) The expiration date;
(d) The number of options;
(e) The exercise price;
(f) Whether the transaction involves an opening, exercising, expiring
or closing transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased; and
(i) The market on which the option is traded.
G. Securities Pledged to Secure Loans
(1) Upon receipt of instructions, Custodian will release or cause to
be released securities held in custody to the pledgee designated in such
instructions by way of pledge or hypothecation to secure any loan incurred
by Fund; provided, however, that the securities shall be released only upon
payment to Custodian of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made,
further securities may be released or caused to be released for that
purpose upon receipt of instructions. Upon receipt of instructions,
Custodian will pay, but only from funds available for such purpose, any
such loan upon redelivery to it of the securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing such loan.
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(2) Upon receipt of instructions, Custodian will release securities
held in custody to the borrower designated in such instructions; provided,
however, that the securities shall be released only upon deposit with
Custodian of full cash collateral as specified in such instructions, and
that Fund will retain the right to any dividends, interest or distribution
on such loaned securities. Upon receipt of instructions and the loaned
securities, Custodian will release the cash collateral to the borrower.
H. Routine Matters
Custodian will, in general, attend to all routine and mechanical
matters in connection with the sale, exchange, substitution, purchase,
transfer, or other dealings with securities or other property of Fund
except as may be otherwise provided in this Agreement or directed from time
to time by the Board of Trustees of Fund.
I. Demand Deposit Account
Custodian will open and maintain a demand deposit account or accounts
in the name of Custodian, subject only to draft or order by Custodian upon
receipt of instructions. All monies received by Custodian from or for the
account of Fund shall be deposited in said account or accounts.
When properly authorized by a resolution of the Board of Trustees of
Fund, Custodian may open and maintain an additional demand deposit account
or accounts in such other banks or trust companies as may be designated in
such resolution, such accounts, however, to be in the name of Custodian and
subject only to its draft or order.
J. Income and Other Payments to Fund
Custodian will:
(1) collect, claim and receive and deposit for the account of Fund
all income and other payments which become due and payable on or after the
effective date of this Agreement with respect to the securities deposited
under this Agreement, and credit the account of Fund with such income on
the payable date;
(2) execute ownership and other certificates and affidavits for all
federal, state and local tax purposes in connection with the collection of
bond and note coupons; and
(3) take such other action as may be necessary or proper in
connection with:
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(a) the collection, receipt and deposit of such income and other
payments, including but not limited to the presentation for payment
of:
(1) all coupons and other income items requiring presentation;
(2) all other securities which may mature or be called, redeemed,
retired or otherwise become payable and regarding which the
Custodian has actual knowledge, or notice of which is contained
in publications of the type to which it normally subscribes for
such purpose; and
(b) the endorsement for collection, in the name of Fund, of all
checks, drafts or other negotiable instruments.
Custodian, however, shall not be required to institute suit or take
other extraordinary action to enforce collection except upon receipt of
instructions and upon being indemnified to its satisfaction against the
costs and expenses of such suit or other actions. Custodian will receive,
claim and collect all stock dividends, rights and other similar items and
deal with the same pursuant to instructions. Unless prior instructions have
been received to the contrary, Custodian will, without further
instructions, sell any rights held for the account of Fund on the last
trade date prior to the date of expiration of such rights.
K. Payment of Dividends and Other Distributions
On the declaration of any dividend or other distribution on the shares
of beneficial interest of any Portfolio ("Portfolio Shares") by the Board
of Trustees of Fund, Fund shall deliver to Custodian instructions with
respect thereto, including a copy of the Resolution of said Board of
Trustees certified by the Secretary or an Assistant Secretary of Fund
wherein there shall be set forth the record date as of which shareholders
are entitled to receive such dividend or distribution, and the amount
payable per share on such dividend or distribution.
On the date specified in such Resolution for the payment of such
dividend or other distribution, Custodian shall pay out of the monies held
for the account of Fund, insofar as the same shall be available for such
purposes, and credit to the account of the Dividend Disbursing Agent for
Fund, such amount as may be necessary to pay the amount per share payable
in cash on Portfolio Shares issued and
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<PAGE>
outstanding on the record date established by such Resolution.
L. Portfolio Shares Purchased by Fund
Whenever any Portfolio Shares are purchased by Fund, Fund or its agent
shall advise Custodian of the aggregate dollar amount to be paid for such
shares and shall confirm such advice in writing. Upon receipt of such
advice, Custodian shall charge such aggregate dollar amount to the custody
account of Fund and either deposit the same in the account maintained for
the purpose of paying for the purchase of Portfolio Shares or deliver the
same in accordance with such advice.
M. Portfolio Shares Purchased from Fund
Whenever Portfolio Shares are purchased from Fund, Fund will deposit
or cause to be deposited with Custodian the amount received for such
shares. Custodian shall not have any duty or responsibility to determine
that Fund Shares purchased from Fund have been added to the proper
shareholder account or accounts or that the proper number of such shares
have been added to the shareholder records.
N. Proxies and Notices
Custodian will promptly deliver or mail to Fund all proxies properly
signed, all notices of meetings, all proxy statements and other notices,
requests or announcements affecting or relating to securities held by
Custodian for Fund and will, upon receipt of instructions, execute and
deliver or cause its nominee to execute and deliver such proxies or other
authorizations as may be required. Except as provided by this Agreement or
pursuant to instructions hereafter received by Custodian, neither it nor
its nominee shall exercise any power inherent in any such securities,
including any power to vote the same, or execute any proxy, power of
attorney, or other similar instrument voting any of such securities, or
give any consent, approval or waiver with respect thereto, or take any
other similar action.
O. Disbursements
Custodian will pay or cause to be paid insofar as funds are available
for the purpose, bills, statements and other obligations of Fund (including
but not limited to obligations in connection with the conversion, exchange
or surrender of securities owned by Fund, interest charges, variation
margin, dividend disbursements, taxes, management fees, administration-
distribution fees, custodian fees, legal fees, auditors' fees, transfer
agents' fees, brokerage
8
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commissions, compensation to personnel, and other operating expenses of
Fund) pursuant to instructions of Fund setting forth the name of the person
to whom payment is to be made, the amount of the payment, and the purpose
of the payment.
P. Books, Records and Accounts
Custodian acknowledges that all the records it shall prepare and
maintain pursuant to this Agreement shall be the property of Fund and that
upon request of Fund it shall make Fund's records available to it, along
with such other information and data as are reasonably requested by Fund,
for inspection, audit or copying, or turn said records over to Fund.
Custodian shall, within a reasonable time, render to Fund as of the
close of business on each day, a detailed statement of the amounts received
or paid and of securities received or delivered for the account of Fund
during said day. Custodian shall, from time to time, upon request by Fund,
render a detailed statement of the securities and monies held for Fund
under this Agreement, and Custodian shall maintain such books and records
as are necessary to enable it do so and shall permit such persons as are
authorized by Fund, including Fund's independent public accountants, to
examine such records or to confirm the contents of such records; and, if
demanded, shall permit federal and state regulatory agencies to examine
said securities, books and records. Upon the written instructions of Fund
or as demanded by federal or state regulatory agencies, Custodian shall
instruct any sub-custodian to permit such persons as are authorized by Fund
to examine the books, records and securities held by such sub-custodian
which relate to Fund.
Q. Appointment of Sub-Custodian
Notwithstanding any other provisions of this Agreement, all or any of
the monies or securities of Fund may be held in Custodian's own custody or
in the custody of one or more other banks or trust companies acting as sub-
custodians as may be approved by resolutions of Fund's Board of Trustees,
evidenced by a copy thereof certified by the Secretary or Assistant
Secretary of Fund. Any sub-custodian must have the qualifications required
for custodians under the 1940 Act unless exempted therefrom. Any sub-
custodian may participate directly or indirectly in the Depository Trust
Company, the Treasury/Reserve Book Entry System, the Participants Trust
Company and any other securities depository approved by the Board of
Trustees of the Fund to the same extent and subject to the same conditions
as provided hereunder. Neither Custodian nor sub-custodian
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<PAGE>
shall be entitled to reimbursement by Fund for any fees or expenses of any
sub-custodian; provided that Custodian shall not be liable for, and Fund
shall hold Custodian harmless from, the expenses of any special sub-
custodian. The appointment of a sub-custodian shall not relieve Custodian
of any of its obligations hereunder; provided that Custodian shall be
responsible to Fund for any loss, damage, or expense suffered or incurred
by Fund resulting from the actions or omissions of a special sub-custodian
only to the extent the special sub-custodian is liable to Custodian.
R. Multiple Portfolios
If Fund shall issue shares of more than one Portfolio during the term
hereof, Custodian agrees that all securities and other assets of Fund shall
be segregated by Portfolio and all books and records, account values or
actions shall be maintained, held, made or taken, as the case may be,
separately for each Portfolio.
4. INSTRUCTIONS.
A. The term "instructions", as used herein, means written or oral
instructions to Custodian from an authorized person of Fund. Certified
copies of resolutions of the Board of Trustees of Fund naming one or more
persons authorized to give instructions in the name and on behalf of Fund
may be received and accepted by Custodian as conclusive evidence of the
authority of any person so to act and may be considered to be in full force
and effect (and Custodian shall be fully protected in acting in reliance
thereon) until receipt by Custodian of notice to the contrary. Unless the
resolution authorizing any person to give instructions specifically
requires that the approval of anyone else shall first have been obtained,
Custodian shall be under no obligation to inquire into the right of the
person giving such instructions to do so. Notwithstanding any of the
foregoing provisions of this Section 4, no authorizations or instructions
received by Custodian from Fund shall be deemed to authorize or permit any
trustee, officer, employee, or agent of Fund to withdraw any of the
securities or monies of Fund upon the mere receipt of instructions from
such trustee, officer, employee or agent.
B. No later than the next business day immediately following each oral
instruction referred to herein, Fund shall give Custodian written
confirmation of each such oral instruction. Either party may electronically
record any oral instruction whether given in person or via telephone.
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5. LIMITATION OF LIABILITY OF CUSTODIAN
A. Custodian shall hold harmless and indemnify Fund from and against
any loss or liability arising out of Custodian's failure to comply with the
terms of this Agreement or arising out of Custodian's negligence, willful
misconduct, or bad faith. Custodian may request and obtain the advice and
opinion of counsel for Fund or of its own counsel with respect to questions
or matters of law, and it shall be without liability to Fund for any action
taken or omitted by it in good faith, in conformity with such advice or
opinion.
B. If Fund requires Custodian in any capacity to take, with respect
to any securities, any action which involves the payment of money by it, or
which in Custodian's opinion might make it or its nominee liable for
payment of monies or in any other way, Custodian shall be and be kept
indemnified by Fund in an amount and form satisfactory to Custodian against
any liability on account of such action.
C. Custodian shall be entitled to receive, and Fund agrees to pay to
Custodian, on demand, reimbursement for such cash disbursements, costs and
expenses as may be agreed upon from time to time by Custodian and Fund.
D. Custodian shall be protected in acting as custodian hereunder
upon any instructions, advice, notice, request, consent, certificate or
other instrument or paper reasonably appearing to it to be genuine and to
have been properly executed and shall, unless otherwise specifically
provided herein, be entitled to receive as conclusive proof of any fact or
matter required to be ascertained from Fund hereunder, a certificate signed
by Fund's President, or other officer specifically authorized for such
purpose.
E. Without limiting the generality of the foregoing, Custodian shall
be under no duty or obligation to inquire into, and shall not be liable
for:
(1) The validity of the issue of any securities purchased by or
for Fund, the legality of the purchase thereof or evidence of
ownership required by Fund to be received by Custodian, or the
propriety of the decision to purchase or amount paid therefor;
(2) The legality of the sales of any securities by or for Fund,
or the propriety of the amount paid therefor;
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<PAGE>
(3) The legality of the issue or sale of any shares of Fund, or
the sufficiency of the amount to be received therefor;
(4) The legality of the purchase of any shares of Fund, or the
propriety of the amount to be paid therefor; or
(5) The legality of the declaration of any dividend by Fund, or
the legality of the issue of any shares of Fund in payment of any
share dividend.
F. Custodian shall not be liable for, or considered to be the
custodian of, any money represented by any check, draft, wire transfer,
clearing house funds, uncollected funds, or instrument for the payment of
money received by it on behalf of Fund, until Custodian actually receives
such money, provided only that it shall advise Fund promptly if it fails to
receive any such money in the ordinary course of business, and use its best
efforts and cooperate with Fund toward the end that such money shall be
received.
G. Subject to the obligations of Custodian under Section 3.B.
hereof, Custodian shall not be responsible for loss occasioned by the acts,
neglects, defaults or insolvency of any broker, bank, trust company, or any
other person with whom Custodian may deal in the absence of negli-gence,
misconduct or bad faith on the part of Custodian.
H. Custodian or any sub-custodian shall provide Fund for its
approval by its Board of Trustees agreements with banks or trust companies
which will act as sub-custodian for Fund pursuant to this Agreement; and,
as set forth in Section 3.B hereof, Custodian shall be responsible for the
monies and securities of the Fund held by it or its nominees or sub-
custodians under this Agreement, but not for monies and securities of the
Fund held by any special sub-custodian except to the extent the special
sub-custodian is liable to Custodian.
6. COMPENSATION.
Fund shall pay to Custodian such compensation at such times as may from
time to time be agreed upon in writing by Custodian and Fund. Custodian may
charge such compensation against monies held by it for the account of Fund.
Custodian shall also be entitled, notwithstanding the provisions of Sections 5B
or 5C hereof, to charge against any monies held by it for the account of Fund
the amount of any loss, damage, liability or expense for which it shall be
entitled to reimbursement under the provisions of this Agreement. Custodian
shall not be entitled to reimbursement by Fund for any loss or expenses of any
sub-
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<PAGE>
custodian; provided that Custodian shall not be liable for, and Fund shall hold
Custodian harmless from, the expenses of any special sub-custodian.
7. TERMINATION.
Either party to this Agreement may terminate the same by notice in writing,
delivered or mailed, postage prepaid, to the other party hereto and received not
less than sixty (60) days prior to the date upon which such termination shall
take effect. Upon termination of this Agreement, Fund shall pay to Custodian
such compensation for its reimbursable disbursements, costs and expenses paid or
incurred to such date and Fund shall use its best efforts to obtain a successor
custodian. Unless the holders of a majority of the outstanding shares of Fund
vote to have the securities, funds and other properties held under this
Agreement delivered and paid over to some other person, firm or corporation
specified in the vote, having not less than Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits, as shown by its last published
report, and meeting such other qualifications for custodian as set forth in the
Bylaws of Fund, the Board of Trustees of Fund shall, forthwith upon giving or
receiving notice of termination of this Agreement, appoint as successor
custodian a bank or trust company having such qualifications. Custodian shall,
upon termination of this Agreement, deliver to the successor custodian so
specified or appointed, at custodian's office, all securities then held by
Custodian hereunder, duly endorsed and in form for transfer, and all funds and
other properties of Fund deposited with or held by Custodian hereunder, and
shall cooperate in effecting changes in book-entries at the Depository Trust
Company, the Treasury/Federal Reserve Book-Entry System, the Participants Trust
Company and any other securities depository holding assets of the Fund. In the
event no such vote has been adopted by the shareholders of Fund and no written
order designating a successor custodian shall have been delivered to Custodian
on or before the date when such termination shall become effective, then
Custodian shall deliver the securities, funds and properties of Fund to a bank
or trust company at the selection of Custodian and meeting the qualifications
for custodian, if any, set forth in the Bylaws of Fund and having not less than
Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided
profits, as shown by its last published report. Upon either such delivery to a
successor custodian, Custodian shall have no further obligations or liabilities
under this Agreement. Thereafter such bank or trust company shall be the
successor custodian under this Agreement and shall be entitled to reasonable
compensation for its services. In the event that no such successor custodian can
be found, Fund will submit to its shareholders, before permitting delivery of
the cash and securities owned by Fund to anyone other than a successor
custodian, the question of whether Fund shall be liquidated or shall function
without a custodian. Not-
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withstanding the foregoing requirement as to delivery upon termination of this
Agreement, Custodian may make any other delivery of the securities, funds and
property of Fund which shall be permitted by the 1940 Act and Fund's Agreement
and Declaration of Trust and Bylaws then in effect. Except as otherwise provided
herein, neither this Agreement nor any portion thereof may be assigned by
Custodian without the consent of Fund, authorized or approved by a resolution of
its Board of Trustees.
8. NOTICES.
Notices, requests, instructions and other writings received by Fund at 222
South Riverside Plaza, Chicago, Illinois 60606 or at such other address as Fund
may have designated by certified resolution of the Board of Trustees to
Custodian and notices, requests, instructions and other writings received by
Custodian at its offices at 21 West 10th Street, Kansas City, Missouri 64105, or
to such other address as it may have designated to Fund in writing, shall be
deemed to have been properly given hereunder.
9. MISCELLANEOUS.
A. This Agreement is executed and delivered in the State of Missouri
and shall be governed by the laws of the State of Missouri (except as to
Section 9.H. hereof which shall be governed in accordance with the laws of
The Commonwealth of Massachusetts).
B. All the terms and provisions of this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by the respective
successors and assigns of the parties hereto.
C. No provisions of the Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by
both parties hereto.
D. The captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
E. This Agreement shall become effective at the close of business on
the date hereof.
F. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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G. If any part, term or provision of this Agreement is by the courts held
to be illegal, in conflict with any law or otherwise invalid, the remaining
portion or portions shall be considered severable and not be affected, and the
rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held to be
illegal or invalid.
H. All parties hereto are expressly put on notice of Fund's Agreement and
Declaration of Trust, which is on file with the Secretary of The Commonwealth of
Massachusetts, and the limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf of Fund by its
representatives as such representatives and not individually, and the
obligations of Fund hereunder are not binding upon any of the Trustees, officers
or shareholders of Fund individually but are binding upon only the assets and
property of Fund. With respect to any claim by Custodian for recovery of that
portion of the compensation (or any other liability of Fund arising hereunder)
allocated to a particular Portfolio, whether in accordance with the express
terms hereof or otherwise, Custodian shall have recourse solely against the
assets of that Portfolio to satisfy such claim and shall have no recourse
against the assets of any other Portfolio for such purpose.
<PAGE>
I. This Agreement, together with the Fee Schedule, is the entire
contract between the parties relating to the subject matter hereof and
supersedes all prior agreements.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective authorized officers.
ZURICH YIELDWISE MONEY FUND
By:
______________________________
Title:
___________________________
Attest:
_____________________
Title:
______________________
INVESTORS FIDUCIARY TRUST COMPANY
By:
______________________________
Title:
___________________________
Attest:
______________________
Title:
_______________________
16
<PAGE>
99.B9
AGENCY AGREEMENT
AGREEMENT dated the ___ day of _____, 1997, by and between ZURICH YIELDWISE
MONEY FUND, a Massachusetts business trust having its principal place of
business at 222 South Riverside Plaza, Chicago, IL 60606 ("Fund"), and INVESTORS
FIDUCIARY TRUST COMPANY, a state chartered trust company organized and existing
under the laws of the State of Missouri having its principal place of business
at 127 West 10th Street, Kansas City, Missouri 64105 ("IFTC").
WHEREAS, Fund wants to appoint IFTC as Transfer Agent and Dividend
Disbursing Agent, and IFTC wants to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Documents to be Filed with Appointment.
--------------------------------------
In connection with the appointment of IFTC as Transfer Agent and
Dividend Disbursing Agent for Fund, there will be filed with IFTC the
following documents:
A. A certified copy of the resolutions of the Board of Trustees of
Fund appointing IFTC as Transfer Agent and Dividend Disbursing
Agent, approving the form of this Agreement, and designating
certain persons to give written instructions and requests on
behalf of Fund.
B. A certified copy of the Agreement and Declaration of Trust of
Fund and any amendments thereto.
C. A certified copy of the Bylaws of Fund.
D. Copies of Registration Statements filed with the Securities and
Exchange Commission.
E. Specimens of all forms of outstanding share certificates as
approved by the Board of Trustees of Fund, with a certificate of
the Secretary of Fund as to such approval.
F. Specimens of the signatures of the officers of the Fund
authorized to sign share certificates and individuals authorized
to sign written instructions and requests on behalf of the Fund.
<PAGE>
G. An opinion of counsel for Fund:
(1) With respect to Fund's organization and existence under the
laws of The Commonwealth of Massachusetts.
(2) With respect to the status of all shares of Fund covered by
this appointment under the Securities Act of 1933, and any
other applicable federal or state statute.
(3) To the effect that all issued shares are, and all unissued
shares will be when issued, validly issued, fully paid and
non-assessable.
2. Certain Representations and Warranties of IFTC. IFTC represents and
warrants to Fund that:
A. It is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri.
B. It is duly qualified to carry on its business in the State of
Missouri.
C. It is empowered under applicable laws and by its Articles of
Incorporation and Bylaws to enter into and perform the services
contemplated in this Agreement.
D. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
E. It has and will continue to have and maintain the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
F. It is, and will continue to be, registered as a transfer agent
under the Securities Exchange Act of 1934.
3. Certain Representations and Warranties of Fund.
----------------------------------------------
Fund represents and warrants to IFTC that:
A. It is a business trust duly organized and existing and in good
standing under the laws of The Commonwealth of Massachusetts.
2
<PAGE>
B. It is an investment company registered under the Investment
Company Act of 1940.
C. A registration statement under the Securities Act of 1933 has
been filed and will be effective with respect to all shares of
Fund being offered for sale at any time and from time to time.
D. All requisite steps have been or will be taken to register Fund's
shares for sale in all applicable states, including the District
of Columbia.
E. Fund and its Trustees are empowered under applicable laws and by
the Fund's Agreement and Declaration of Trust and Bylaws to enter
into and perform this Agreement.
4. Scope of Appointment.
--------------------
A. Subject to the conditions set forth in this Agreement, Fund
hereby employs and appoints IFTC as Transfer Agent and Dividend
Disbursing Agent effective the date hereof.
B. IFTC hereby accepts such employment and appointment and agrees
that it will act as Fund's Transfer Agent and Dividend Disbursing
Agent. IFTC agrees that it will also act as agent in connection
with Fund's periodic withdrawal payment accounts and other open-
account or similar plans for shareholders, if any.
C. IFTC agrees to provide the necessary facilities, equipment and
personnel to perform its duties and obligations hereunder in
accordance with industry practice.
D. Fund agrees to use all reasonable efforts to deliver to IFTC in
Kansas City, Missouri, as soon as they are available, all its
shareholder account records.
E. Subject to the provisions of Sections 20 and 21 hereof, IFTC
agrees that it will perform all the usual and ordinary services
of Transfer Agent and Dividend Disbursing Agent and as agent for
the various shareholder accounts, including, without limitation,
the following: issuing, transferring and cancelling share
certificates, maintaining all shareholder accounts, preparing
shareholder meeting lists, mailing proxies, receiving and
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<PAGE>
tabulating proxies, mailing shareholder reports and prospectuses,
withholding federal income taxes, preparing and mailing checks
for disbursement of income and capital gains dividends, preparing
and filing all required U.S. Treasury Department information
returns for all shareholders, preparing and mailing confirmation
forms to shareholders and dealers with respect to all purchases
and liquidations of Fund shares and other transactions in
shareholder accounts for which confirmations are required,
recording reinvestments of dividends and distributions in Fund
shares, recording redemptions of Fund shares and preparing and
mailing checks for payments upon redemption and for disbursements
to systematic withdrawal plan shareholders.
5. Compensation and Expenses.
-------------------------
A. In consideration for the services provided hereunder by IFTC as
Transfer Agent and Dividend Disbursing Agent, Fund will pay to
IFTC from time to time compensation as agreed upon for all
services rendered as Agent, and also, all its reasonable out-of-
pocket expenses and other disbursements incurred in connection
with the agency. Such compensation will be set forth in a
separate schedule to be agreed to by Fund and IFTC. The initial
agreement regarding compensation is attached as Exhibit A.
B. Fund agrees to promptly reimburse IFTC for all reasonable out-of-
pocket expenses or advances incurred by IFTC in connection with
the performance of services under this Agreement including, but
not limited to, postage (and first class mail insurance in
connection with mailing share certificates), envelopes, check
forms, continuous forms, forms for reports and statements,
stationery, and other similar items, telephone and telegraph
charges incurred in answering inquiries from dealers or
shareholders, microfilm used each year to record the previous
year's transactions in shareholder accounts and computer tapes
used for permanent storage of records and cost of insertion of
materials in mailing envelopes by outside firms. IFTC may, at its
option, arrange to have various service providers submit invoices
directly to the Fund for payment of out-of-pocket expenses
reimbursable hereunder.
4
<PAGE>
6. Efficient Operation of IFTC System.
----------------------------------
A. In connection with the performance of its services under this
Agreement, IFTC is responsible for the accurate and efficient
functioning of its system at all times, including:
(1) The accuracy of the entries in IFTC's records reflecting
purchase and redemption orders and other instructions
received by IFTC from dealers, shareholders, Fund or its
principal underwriter.
(2) The timely availability and the accuracy of shareholder
lists, shareholder account verifications, confirmations and
other shareholder account information to be produced from
IFTC's records or data.
(3) The accurate and timely issuance of dividend and
distribution checks in accordance with instructions received
from Fund.
(4) The accuracy of redemption transactions and payments in
accordance with redemption instructions received from
dealers, shareholders or Fund or other authorized persons.
(5) The deposit daily in Fund's appropriate special bank account
of all checks and payments received from dealers or
shareholders for investment in shares.
(6) The requiring of proper forms of instructions, signatures
and signature guarantees and any necessary documents
supporting the rightfulness of transfers, redemptions and
other shareholder account transactions, all in conformance
with IFTC's present procedures with such changes as may be
deemed reasonably appropriate by IFTC or as may be
reasonably approved by or on behalf of Fund.
(7) The maintenance of a current duplicate set of Fund's
essential or required records, as agreed upon from time to
time by Fund and IFTC, at a secure distant location, in form
available and usable forthwith in the event
5
<PAGE>
of any breakdown or disaster disrupting its main operation.
7. Indemnification.
---------------
A. Fund shall indemnify and hold IFTC harmless from and against any
and all claims, actions, suits, losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of
or attributable to any action or omission by IFTC pursuant to
this Agreement or in connection with the agency relationship
created by this Agreement, provided that IFTC has acted in good
faith, without negligence and without willful misconduct.
B. IFTC shall indemnify and hold Fund harmless from and against any
and all claims, actions, suits, losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of
or attributable to any action or omission by IFTC pursuant to
this Agreement or in connection with the agency relationship
created by this Agreement, provided that IFTC has not acted in
good faith, without negligence and without willful misconduct.
C. In order that the indemnification provisions contained in this
Section 7 shall apply, upon the assertion of a claim for which
either party (the "Indemnifying Party") may be required to
provide indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly notify the
Indemnifying Party of such assertion, and shall keep such party
advised with respect to all developments concerning such claim.
The Indemnifying Party shall be entitled to assume control of the
defense and the negotiations, if any, regarding settlement of the
claim. If the Indemnifying Party assumes control, the Indemnitee
shall have the option to participate in the defense and
negotiations of such claim at its own expense. The Indemnitee
shall in no event confess, admit to, compromise, or settle any
claim for which the Indemnifying Party may be required to
indemnify it except with the prior written consent of the
Indemnifying Party, which shall not be unreasonably withheld.
6
<PAGE>
8. Certain Covenants of IFTC and Fund.
----------------------------------
A. All requisite steps will be taken by Fund from time to time when
and as necessary to register the Fund's shares for sale in all
states in which Fund's shares shall at the time be offered for
sale and require registration. If at any time Fund receives
notice of any stop order or other proceeding in any such state
affecting such registration or the sale of Fund's shares, or of
any stop order or other proceeding under the Federal securities
laws affecting the sale of Fund's shares, Fund will give prompt
notice thereof to IFTC.
B. IFTC hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to Fund for safekeeping of share
certificates, check forms, and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices. Further, IFTC
agrees to carry insurance, as specified in Exhibit B hereto, with
insurers reasonably acceptable to Fund and in minimum amounts
that are reasonably acceptable to Fund, which will not be changed
without the consent of Fund, which consent shall not be
unreasonably withheld, and which will be expanded in coverage or
increased in amounts from time to time if and when reasonably
requested by Fund. If IFTC determines that it is unable to obtain
any such insurance upon commercially reasonable terms, it shall
promptly so advise Fund in writing. In such event, Fund shall
have the right to terminate this Agreement upon 30 days notice.
C. To the extent required by Section 31 of the Investment Company
Act of 1940 and Rules thereunder, IFTC agrees that all records
maintained by IFTC relating to the services to be performed by
IFTC under this Agreement are the property of Fund and will be
preserved and will be surrendered promptly to Fund on request.
D. IFTC agrees to furnish Fund semi-annual reports of its financial
condition, consisting of a balance sheet, earnings statement and
any other reasonably available financial information reasonably
requested by Fund. The annual financial statements will be
certified by IFTC's certified public accountants.
7
<PAGE>
E. IFTC represents and agrees that it will use all reasonable
efforts to keep current on the trends of the investment company
industry relating to shareholder services and will use all
reasonable efforts to continue to modernize and improve its
system without additional cost to Fund.
F. IFTC will permit Fund and its authorized representatives to make
periodic inspections of its operations at reasonable times during
business hours.
G. If IFTC is prevented from complying, either totally or in part,
with any of the terms or provisions of this Agreement, by reason
of fire, flood, storm, strike, lockout or other labor trouble,
riot, war, rebellion, accidents, acts of God, equipment, utility
or transmission failure or damage, and/or any other cause or
casualty beyond the reasonable control of IFTC, whether similar
to the foregoing matters or not, then upon written notice to
Fund, the requirements of this Agreement that are affected by
such disability, to the extent so affected, shall be suspended
during the period of such disability; provided, however, that
IFTC shall make reasonable effort to remove such disability as
soon as possible. During such period, Fund may seek alternate
sources of service without liability hereunder; and IFTC will use
all reasonable efforts to assist Fund to obtain alternate sources
of service. IFTC shall have no liability to Fund for
nonperformance because of the reasons set forth in this Section
8.G; but if a disability that, in Fund's reasonable belief,
materially affects IFTC's ability to perform its obligations
under this Agreement continues for a period of 30 days, then Fund
shall have the right to terminate this Agreement upon 10 days
written notice to IFTC.
9. Adjustment.
----------
In case of any recapitalization, readjustment or other change in the
structure of Fund requiring a change in the form of share
certificates, IFTC will issue or register certificates in the new form
in exchange for, or in transfer of, the outstanding certificates in
the old form, upon receiving the following:
A. Written instructions from an officer of Fund.
8
<PAGE>
B. Certified copy of any amendment to the Agreement and Declaration
of Trust or other document effecting the change.
C. Certified copy of any order or consent of each governmental or
regulatory authority required by law for the issuance of the
shares in the new form, and an opinion of counsel that no order
or consent of any other government or regulatory authority is
required.
D. Specimens of the new certificates in the form approved by the
Board of Trustees of Fund, with a certificate of the Secretary of
Fund as to such approval.
E. Opinion of counsel for Fund:
(1) With respect to the status of the shares of Fund in the new
form under the Securities Act of 1933, and any other
applicable federal or state laws.
(2) To the effect that the issued shares in the new form are,
and all unissued shares will be when issued, validly issued,
fully paid and non-assessable.
10. Share Certificates.
------------------
Fund will furnish IFTC with a sufficient supply of blank share
certificates and from time to time will renew such supply upon the
request of IFTC. Such certificates will be signed manually or by
facsimile signatures of the officers of Fund authorized by law and
Fund's Bylaws to sign share certificates and, if required, will bear
the trust seal or facsimile thereof.
11. Death, Resignation or Removal of Signing Officer.
------------------------------------------------
Fund will file promptly with IFTC written notice of any change in the
officers authorized to sign share certificates, written instructions
or requests, together with two signature cards bearing the specimen
signature of each newly authorized officer, all as certified by an
appropriate officer of the Fund. In case any officer of Fund who will
have signed manually or whose facsimile signature will have been
affixed to blank share certificates will die, resign, or be
9
<PAGE>
removed prior to the issuance of such certificates, IFTC may issue or
register such share certificates as the share certificates of Fund
notwithstanding such death, resignation, or removal, until
specifically directed to the contrary by Fund in writing. In the
absence of such direction, Fund will file promptly with IFTC such
approval, adoption, or ratification as may be required by law.
12. Future Amendments of Agreement and Declaration of Trust and Bylaws.
------------------------------------------------------------------
Fund will promptly file with IFTC copies of all material amendments to
its Agreement and Declaration of Trust and Bylaws and Registration
Statement made after the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
-----------------------------------------------
At any time IFTC may apply to any officer of Fund for instructions,
and may consult with legal counsel for Fund at the expense of Fund, or
with its own legal counsel at its own expense, with respect to any
matter arising in connection with the agency; and it will not be
liable for any action taken or omitted by it in good faith in reliance
upon such instructions or upon the opinion of such counsel. IFTC is
authorized to act on the orders, directions or instructions of such
persons as the Board of Trustees of Fund shall from time to time
designate by resolution. IFTC will be protected in acting upon any
paper or document, including any orders, directions or instructions,
reasonably believed by it to be genuine and to have been signed by the
proper person or persons; and IFTC will not be held to have notice of
any change of authority of any person so authorized by Fund until
receipt of written notice thereof from Fund. IFTC will also be
protected in recognizing share certificates that it reasonably
believes to bear the proper manual or facsimile signatures of the
officers of Fund, and the proper countersignature of any former
Transfer Agent or Registrar, or of a Co-Transfer Agent or Co-
Registrar.
14. Papers Subject to Approval of Counsel.
-------------------------------------
The acceptance by IFTC of its appointment as Transfer Agent and
Dividend Disbursing Agent, and all documents filed in connection with
such appointment and
10
<PAGE>
thereafter in connection with the agencies, will be subject to the
approval of legal counsel for IFTC, which approval will not be
unreasonably withheld.
15. Certification of Documents.
--------------------------
The required copy of the Agreement and Declaration of Trust of Fund
and copies of all amendments thereto will be certified by the
appropriate official of The Commonwealth of Massachusetts; and if such
Agreement and Declaration of Trust and amendments are required by law
to be also filed with a county, city or other officer or official
body, a certificate of such filing will appear on the certified copy
submitted to IFTC. A copy of the order or consent of each governmental
or regulatory authority required by law for the issuance of Fund
shares will be certified by the Secretary or Clerk of such
governmental or regulatory authority, under proper seal of such
authority. The copy of the Bylaws and copies of all amendments thereto
and copies of resolutions of the Board of Trustees of Fund will be
certified by the Secretary or an Assistant Secretary of Fund.
16. Records.
-------
IFTC will maintain customary records in connection with its agency,
and particularly will maintain those records required to be maintained
pursuant to sub-paragraph (2)(iv) of paragraph (b) of Rule 31a-1 under
the Investment Company Act of 1940, if any.
17. Disposition of Books, Records and Cancelled Certificates.
--------------------------------------------------------
IFTC will send periodically to Fund, or to where designated by the
Secretary or an Assistant Secretary of Fund, all books, documents, and
all records no longer deemed needed for current purposes and share
certificates which have been cancelled in transfer or in exchange,
upon the understanding that such books, documents, records, and share
certificates will not be destroyed by Fund without the consent of IFTC
(which consent will not be unreasonably withheld), but will be safely
stored for possible future reference.
11
<PAGE>
18. Provisions Relating to IFTC as Transfer Agent.
---------------------------------------------
A. IFTC will make original issues of share certificates upon written
request of an officer of Fund and upon being furnished with a
certified copy of a resolution of the Board of Trustees
authorizing such original issue, an opinion of counsel as
outlined in Section 1.G or 9.E of this Agreement, the
certificates required by Section 10 of this Agreement and any
other documents required by Section 1 or 9 of this Agreement.
B. Before making any original issue of certificates, Fund will
furnish IFTC with sufficient funds to pay any taxes required on
the original issue of the shares. Fund will furnish IFTC such
evidence as may be required by IFTC to show the actual value of
the shares. If no taxes are payable, IFTC will upon request be
furnished with an opinion of outside counsel to that effect.
C. Shares will be transferred and new certificates issued in
transfer, or shares accepted for redemption and funds remitted
therefor, upon surrender of the old certificates in form deemed
by IFTC properly endorsed for transfer or redemption accompanied
by such documents as IFTC may deem necessary to evidence the
authority of the person making the transfer or redemption, and
bearing satisfactory evidence of the payment of any applicable
share transfer taxes. IFTC reserves the right to refuse to
transfer or redeem shares until it is satisfied that the
endorsement or signature on the certificate or any other document
is valid and genuine, and for that purpose it may require a
guarantee of signature by such persons as may from time to time
be specified in the prospectus related to such shares or
otherwise authorized by Fund. IFTC also reserves the right to
refuse to transfer or redeem shares until it is satisfied that
the requested transfer or redemption is legally authorized, and
it will incur no liability for the refusal in good faith to make
transfers or redemptions which, in its judgment, are improper,
unauthorized, or otherwise not rightful. IFTC may, in effecting
transfers or redemptions, rely upon Simplification Acts or other
statutes which protect it and Fund in not requiring complete
fiduciary documentation.
12
<PAGE>
D. When mail is used for delivery of share certificates, IFTC will
forward share certificates in "nonnegotiable" form as provided by
Fund by first class mail, all such mail deliveries to be covered
while in transit to the addressee by insurance arranged for by
IFTC.
E. IFTC will issue and mail subscription warrants and certificates
provided by Fund and representing share dividends, exchanges or
split-ups, or act as Conversion Agent upon receiving written
instruc-tions from any officer of Fund and such other documents
as IFTC deems necessary.
F. IFTC will issue, transfer, and split-up certificates upon
receiving written instructions from an officer of Fund and such
other documents as IFTC may deem necessary.
G. IFTC may issue new certificates in place of certificates
represented to have been lost, destroyed, stolen or otherwise
wrongfully taken, upon receiving indemnity satisfactory to IFTC,
and may issue new certificates in exchange for, and upon
surrender of, mutilated certificates. Any such issuance shall be
in accordance with the provisions of law governing such matter
and any procedures adopted by the Board of Trustees of the Fund
of which IFTC has notice.
H. IFTC will supply a shareholder's list to Fund properly certified
by an officer of IFTC for any shareholder meeting upon receiving
a request from an officer of Fund. It will also supply lists at
such other times as may be reasonably requested by an officer of
Fund.
I. Upon receipt of written instructions of an officer of Fund, IFTC
will address and mail notices to shareholders.
J. In case of any request or demand for the inspection of the share
books of Fund or any other books of Fund in the possession of
IFTC, IFTC will endeavor to notify Fund and to secure
instructions as to permitting or refusing such inspection. IFTC
reserves the right, however, to exhibit the share books or other
books to any person in case it is advised by its counsel that it
may be held responsible for the failure to exhibit the share
books or other books to such person.
13
<PAGE>
19. Provisions Relating to Dividend Disbursing Agency.
-------------------------------------------------
A. IFTC will, at the expense of Fund, provide a special form of
check containing the imprint of any device or other matter
desired by Fund. Said checks must, however, be of a form and size
convenient for use by IFTC.
B. If Fund wants to include additional printed matter, financial
statements, etc., with the dividend checks, the same will be
furnished to IFTC within a reasonable time prior to the date of
mailing of the dividend checks, at the expense of Fund.
C. If Fund wants its distributions mailed in any special form of
envelopes, sufficient supply of the same will be furnished to
IFTC but the size and form of said envelopes will be subject to
the approval of IFTC. If stamped envelopes are used, they must be
furnished by Fund; or, if postage stamps are to be affixed to the
envelopes, the stamps or the cash necessary for such stamps must
be furnished by Fund.
D. IFTC will maintain one or more deposit accounts as Agent for
Fund, into which the funds for payment of dividends,
distributions, redemptions or other disbursements provided for
hereunder will be deposited, and against which checks will be
drawn.
20. Termination of Agreement.
------------------------
A. This Agreement may be terminated by either party upon sixty (60)
days prior written notice to the other party.
B. Fund, in addition to any other rights and remedies, shall have
the right to terminate this Agreement forthwith upon the
occurrence at any time of any of the following events:
(1) Any interruption or cessation of operations by IFTC or its
assigns which materially interferes with the business
operation of Fund.
(2) The bankruptcy of IFTC or its assigns or the appointment of
a receiver for IFTC or its assigns.
14
<PAGE>
(3) Any merger, consolidation or sale of substantially all the
assets of IFTC or its assigns.
(4) The acquisition of a controlling interest in IFTC or its
assigns, by any broker, dealer, investment adviser or
investment company except as may presently exist.
(5) Failure by IFTC or its assigns to perform its duties in
accordance with this Agreement, which failure materially
adversely affects the business operations of Fund and which
failure continues for thirty (30) days after written notice
from Fund.
(6) The registration of IFTC or its assigns as a transfer agent
under the Securities Exchange Act of 1934 is revoked,
terminated or suspended for any reason.
C. In the event of termination, Fund will promptly pay IFTC all
amounts due to IFTC hereunder. Upon termination of this
Agreement, IFTC shall deliver all shareholder and account records
pertaining to Fund either to Fund or as directed in writing by
Fund.
21. Assignment.
----------
A. Except for the assignment of responsibilities pursuant to the
Services Agreement ("Services Agreement") between IFTC and Zurich
Kemper Service Company ("ZKSVC"), which Fund has approved,
neither this Agreement nor any rights or obligations hereunder
may be assigned by IFTC without the written consent of Fund;
provided, however, no assignment will relieve IFTC of any of its
obligations hereunder.
B. This Agreement including, without limitation, the provisions of
Section 7 will inure to the benefit of and be binding upon the
parties and their respective successors and assigns including
ZKSVC pursuant to the aforesaid Services Agreement.
C. ZKSVC is authorized by Fund to use the system services of DST
Systems, Inc.
15
<PAGE>
22. Confidentiality.
---------------
A. Except as provided in the last sentence of Section 18.J hereof,
or as otherwise required by law, IFTC will keep confidential all
records of and information in its possession relating to Fund or
its shareholders or shareholder accounts and will not disclose
the same to any person except at the request or with the consent
of Fund.
B. Except as otherwise required by law, Fund will keep confidential
all financial statements and other financial records (other than
statements and records relating solely to Fund's business
dealings with IFTC) and all manuals, systems and other technical
information and data, not publicly disclosed, relating to IFTC's
operations and programs furnished to it by IFTC pursuant to this
Agreement and will not disclose the same to any person except at
the request or with the consent of IFTC. Notwithstanding anything
to the contrary in this Section 22.B, if an attempt is made
pursuant to subpoena or other legal process to require Fund to
disclose or produce any of the aforementioned manuals, systems or
other technical information and data, Fund shall give IFTC prompt
notice thereof prior to disclosure or production so that IFTC
may, at its expense, resist such attempt.
23. Survival of Representations and Warranties.
------------------------------------------
All representations and warranties by either party herein contained
will survive the execution and delivery of this Agreement.
24. Miscellaneous.
-------------
A. This Agreement is executed and delivered in the State of Illinois
and shall be governed by the laws of said state (except as to
Section 24.G hereof which shall be governed by the laws of The
Commonwealth of Massachusetts).
B. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and
executed by both parties hereto.
16
<PAGE>
C. The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
D. This Agreement shall become effective as of the date hereof.
E. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
F. If any part, term or provision of this Agreement is held by the
courts to be illegal, in conflict with any law or otherwise
invalid, the remaining portion or portions shall be considered
severable and not be affected, and the rights and obligations of
the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be
illegal or invalid.
G. All parties hereto are expressly put on notice of Fund's
Agreement and Declaration of Trust which is on file with the
Secretary of The Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf of
Fund by its representatives as such representatives and not
individually, and the obligations of Fund hereunder are not
binding upon any of the Trustees, officers or shareholders of the
Fund individually but are binding upon only the assets and
property of Fund. With respect to any claim by IFTC for recovery
of that portion of the compensation and expenses (or any other
liability of Fund arising hereunder) allocated to a particular
Portfolio, whether in accordance with the express terms hereof or
otherwise, IFTC shall have recourse solely against the assets of
that Portfolio to satisfy such claim and shall have no recourse
against the assets of any other Portfolio for such purpose.
H. This Agreement, together with the Fee Schedule, is the entire
contract between the parties relating to the subject matter
hereof and supersedes all prior agreements between the parties.
17
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officer as of the day and year first set
forth above.
ZURICH YIELDWISE MONEY FUND
By
_______________________________
Title:
___________________________
ATTEST:
________________________
Title:
________________________
INVESTORS FIDUCIARY TRUST COMPANY
By
_______________________________
Title:
___________________________
ATTEST:
_______________________
Title:
________________________
18
<PAGE>
EXHIBIT A
---------
FEE SCHEDULE
------------
<TABLE>
<CAPTION>
Transfer Agency Function Fee Payable by Fund
- ------------------------ -------------------
<S> <C>
1. Annual open shareholder $8.00 per year per account.
account fee.
2. Annual closed shareholder $6.00 per year per account.
account fee.
3. Establishment of new $4.00 per new account.
shareholder account.
4. Payment of dividend. $.40 per dividend payment
per account.
5. Process non-ACH purchase or $.55 per transaction.
redemption of shares
transaction.
6. Process ACH purchase or $.15 per transaction.
redemption of shares
transaction.
7. Non-monetary transactions $1.20 per year per open
fee. account.
8. All other shareholder $1.25 per transaction.
inquiry, correspondence and
research transactions.
</TABLE>
The out-of-pocket expenses of IFTC will be reimbursed by Fund in accordance with
the provisions of Section 5 of the Agency Agreement.
<PAGE>
EXHIBIT B
---------
IFTC INSURANCE COVERAGE
-----------------------
DESCRIPTION OF POLICY:
Fidelity Bond
Covers losses caused by dishonesty of employees,
physical loss of securities on or outside of premises
while in possession of authorized person, loss caused
by forgery or alteration of checks or similar
instruments.
Errors and Omissions Insurance
Covers claims made for actual or alleged negligent
acts, errors or omissions committed in the performance
of transfer agency services.
Mail Insurance (applies to all full service operations)
Provides indemnity for the following types of
securities lost in the mails:
Non-negotiable securities mailed to domestic
locations via registered mail.
Non-negotiable securities mailed to domestic
locations via first-class or certified mail.
Non-negotiable securities mailed to foreign
locations via registered mail.
Negotiable securities mailed to all locations via
registered mail.
<PAGE>
[LETTERHEAD OF VEDDER PRICE]
March 27, 1997
Zurich YieldWise Money Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A under the Securities Act of 1933 being filed by Zurich
YieldWise Money Fund (the "Fund") in connection with the proposed public
offering of an indefinite amount of units of beneficial interest, no par value
("Shares"), in the Fund.
We have acted as counsel to the Fund since its inception 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 upon the opinion dated March 27, 1997 by Ropes
& Gray of Boston, Massachusetts, we advise you and opine that (a) the Fund is a
duly authorized and 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; and (b) upon the 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, the
Shares will be legally issued and outstanding, fully paid and non-assessable
(although shareholders of the Fund may be subject to liability under certain
circumstances described in Part B of the Registration Statement of the Fund
under the caption "Shareholder Rights").
We hereby consent to the use of this opinion in connection with said
Pre-Effective Amendment.
Very truly yours,
/s/ Vedder, Price, Kaufman & Kammholz
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
<PAGE>
[LETTERHEAD OF ROPES & GRAY]
March 27, 1997
Kemper YieldWise Money Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, Illinois 60601
Ladies and Gentlemen:
We are furnishing this opinion with respect to the proposed offer and sale
from time to time of an indefinite number of shares of beneficial interest (the
"Shares") of Kemper YieldWise Money Fund (the "Fund"), being registered under
the Securities Act of 1933, as amended, by a registration Statement on Form N-1A
(the "Registration Statement").
We have acted as Massachusetts counsel for the Fund in connection with its
organization and are familiar with the action taken by its Trustees to authorize
the issuance of the Shares of the Fund. We have examined the Fund's records of
Trustee action, its By-Laws and its Agreement and Declaration of Trust, as
amended to date. We have examined such other documents as we deem necessary for
the purposes of this opinion.
We assume that appropriate action has been or will be taken to register or
qualify the sale of the Shares under any applicable state and federal laws
regulating sales and offerings of securities and that upon sale of the Shares,
the Fund will receive the net asset value thereof.
Based upon the foregoing, we are of the opinion that:
1. The Fund is a legally organized and validly existing unincorporated
voluntary association under the laws of The Commonwealth of Massachusetts which,
unless terminated as provided in its Agreement and Declaration of Trust, shall
continue in existence without limitation of time.
<PAGE>
Kemper YieldWise Money Fund
Vedder, Price, Kaufman & Kammholz -2- March 27, 1997
2. The Fund is authorized to issue an unlimited number of Shares and upon
the issue of any thereof at net asset value after the effectiveness of the
Registration Statement and receipt by the Fund of the authorized consideration
therefor, the Shares so issued will be validly issued, fully paid, and
nonassessable by the Fund.
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 for the obligations of the Fund.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts and obligations of the Fund and requires that notice of such disclaimer
be given in each note, bond, contract, instrument, certificate or undertaking
entered into or executed by the Trustees or officers of the Fund. The Agreement
and Declaration of Trust provides for indemnification out of the property of the
Fund for all loss and expense of any shareholder of the Fund held personally
liable for the obligations of the Fund. Thus, the risk of liability is limited
to circumstances in which the Fund would be unable to meet its obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Trustees and Shareholder
Zurich YieldWise Money Fund
We have audited the accompanying Zurich YieldWise Money Fund as of March 26,
1997. This statement of net assets is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this statement of net
assets based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement of net assets. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall statement of net assets
presentation. We believe that our audit of the statement of net assets provides
a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above presents fairly,
in all material respects, the financial position of Zurich YieldWise Money Fund,
at March 26, 1997 in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Chicago, Illinois
March 26, 1997
<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 March 26, 1997
in the Registration Statement (Form N-1A) of Zurich YieldWise Money Fund filed
with the Securities and Exchange Commission in this Pre-Effective Amendment
No. 1 to the Registration Statement under the Securities Act of 1933 (File No.
333-21187) and in this Amendment No. 1 to the Registration Statement under the
Investment Company Act of 1940 (File No. 811-8047).
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Chicago, Illinois
March 27, 1997
<PAGE>
99.B13
ZURICH YIELDWISE MONEY FUND
Subscription Agreement
1. Share Subscription. The undersigned agrees to purchase from Zurich
YieldWise Money Fund (the "Fund") the number of shares (the "Shares") without
par value, set forth at the end of this Agreement on the terms and conditions
set forth herein and in the Preliminary Prospectus ("Preliminary Prospectus")
described below, and hereby tenders the amount of the price required to purchase
these Shares at the price set forth at the end of this Agreement.
The undersigned understands that the Fund has prepared a registration
statement or an amendment thereto for filing with the Securities and Exchange
Commission on Form N-1A, which contains the Preliminary Prospectus which
describes the Fund and the Shares. By its signature hereto, the undersigned
hereby acknowledges receipt of a copy of the Preliminary Prospectus.
The undersigned recognizes that the Fund will not be fully operational
until such time as it commences the public offering of its shares. Accordingly,
a number of features of the Fund described in the Preliminary Prospectus,
including, without limitation, the declaration and payment of dividends, and
redemption of shares upon request of shareholders, are not, in fact, in
existence at the present time and will not be instituted until the Fund's
registration under the Securities Act of 1933 is made effective.
2. Registration and Warranties. The undersigned hereby represents and
warrants as follows:
(a) It is aware that no Federal or state agency has made any findings
or determination as to the fairness for investment, nor any recommendation
or endorsement, of the Shares;
(b) It has such knowledge and experience of financial and business
matters as will enable it to utilize the information made available to it
in connection with the offering of the Shares, to evaluate the merits and
risks of the prospective investment and to make an informed investment
decision;
<PAGE>
(c) It recognizes that the Fund has no financial or operating history
and, further, that investment in the Fund involves certain risks, and it
has taken full cognizance of and understands all of the risks related to
the purchase of the Shares, and it acknowledges that it has suitable
financial resources and anticipated income to bear the economic risk of
such an investment;
(d) It is purchasing the Shares for its own account, for investment,
and not with any present intention of redemption, distribution, or resale
of the Shares, either in whole or in part;
(e) It will not sell the Shares purchased by it without registration
of the Shares under the Securities Act of 1933 or exemption therefrom;
(f) This Agreement and the Preliminary Prospectus and such material
documents relating to the Fund as it has requested have been provided to it
by the Fund and have been reviewed carefully by it; and
(g) It has also had the opportunity to ask questions of, and receive
answers from, representatives of the Fund concerning the Fund and the terms
of the offering.
3. The undersigned recognizes that the Fund reserves the unrestricted
right to reject or limit any subscription and to close the offer at any time.
Number of Shares: 100,000 shares of the Zurich YieldWise Money Fund.
Subscription price $1.00 per share for an aggregate price of $100,000.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 25th
day of March, 1997.
ZURICH KEMPER INVESTMENTS, INC.
/s/ PHILIP J. COLLORA
By:______________________________
Senior V. Pres.
Title:___________________________
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