As filed with the Securities and Exchange Commission on October 30, 1998
1933 Act Registration No. 333-21187
1940 Act Registration No. 811-8047
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
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Post-Effective Amendment No. 3
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and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 4
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ZURICH YIELDWISE MONEY FUND
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(Exact name of Registrant as Specified in Charter)
222 South Riverside Plaza, Chicago, Illinois 60606
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(Address of Principal Executive Office) (Zip Code)
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
It is proposed that this filing will become effective
immediately upon filing pursuant to paragraph (b)
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X on November 25, 1998 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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on _______________ pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on _______________ pursuant to paragraph (a)(2) of Rule 485
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If appropriate, check the following:
X this post-effective amendment designates a new effective date
-------- for a previously filed post-effective amendment
<PAGE>
ZURICH YIELDWISE MONEY FUND
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART A
OF FORM N-1A AND PROSPECTUS
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Item No. Item Caption Prospectus Caption
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1. Cover Page Cover Page
2. Synopsis Overview; Summary of Expenses
3. Condensed Financial Financial Highlights
Information
4. General Description of Overview; Capital Structure; How the Funds Work; Investment
Registrant Objectives, Policies and Risk Factors
5. Management of the Fund Overview; Investment Manager; How to Make a Purchase
5A. Management's Discussion of Inapplicable
Fund Performance
6. Capital Stock and Other Overview; Capital Structure; Dividends and Taxes; How to Make a
Securities Purchase; Investment Objectives, Policies and Risk Factors
7. Purchase of Securities Being Overview; How to Make a Purchase; Determining Share Price;
Offered 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
2
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ZURICH YIELDWISE MONEY FUND
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART B
OF FORM N-1A AND STATEMENT OF ADDITIONAL INFORMATION
Caption in Statement
Item No. Item Caption of Additional Information
-------- ------------ -------------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Inapplicable
History
13. Investment Objectives and Investment Restrictions; Municipal Securities;
Policies Appendix--Ratings of Investments
14. Management of the Fund Investment Manager; Officers and Trustees
15. Control Persons and Principal Officers and Trustees
Holders of Securities
16. Investment Advisory and Other Investment Manager; Officers and Trustees
Services
17. Brokerage Allocation and Portfolio Transactions
Other Practices
18. Capital Stock and Other Shareholder Rights
Securities
19. Purchase, Redemption and Purchase and Redemption of Shares; Dividends and Net Asset
Pricing of Securities Being Value
Offered
</TABLE>
20. Tax Status Inapplicable
21. Underwriters Investment Manager
22. Calculation of Performance Performance
Data
23. Financial Statements Financial Statements
3
<PAGE>
Zurich YieldWise Funds
PROSPECTUS
November __, 1998
ZURICH YIELDWISE FUNDS
222 South Riverside Plaza
Chicago, Illinois 60606-5808
1-800-537-6001
The Zurich YieldWise Money Fund and the Zurich YieldWise Government Money Fund
seek maximum current income to the extent consistent with stability of
principal. The Zurich YieldWise Municipal Money Fund seeks maximum current
income that is exempt from regular federal income taxes to the extent consistent
with stability of principal. These Funds are designed for investors who are
willing to make high minimum investments and to pay for certain individual
transactions in order to pursue potentially higher yields through lower
expenses. Each Fund invests exclusively in high quality money market
instruments.
o Zurich YieldWise Money Fund
o Zurich YieldWise Government Money Fund
o Zurich YieldWise Municipal Money Fund
This prospectus contains information about each Fund that a prospective investor
should know before investing and should be retained for future reference. A
Statement of Additional Information dated November __, 1998, has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
It is available upon request without charge from the Funds at the address above
or by calling 1-800-537-6001.
Investments in the Funds are neither insured nor guaranteed by the U.S.
Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other agency, and are not deposits or obligations of, or guaranteed or
endorsed by, any bank. There can be no assurance that a Fund will be able to
maintain a stable net asset value of $1.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<TABLE>
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TABLE OF CONTENTS
Overview.................................................................................................2
Buying And Selling Shares................................................................................2
Dividends................................................................................................3
Special Features.........................................................................................3
Summary Of Expenses......................................................................................3
Annual Fund Operating Expenses...........................................................................3
Financial Highlights.....................................................................................4
How The Funds Work......................................................................................5
Investment Objectives, Policies and Risk Factors.......................................................5
Determining Share Price.................................................................................12
How To Make A Purchase.................................................................................12
How To Make A Redemption...............................................................................14
Moving To Another Fund.................................................................................17
Special Features........................................................................................19
Dividends And Taxes....................................................................................20
Investment Manager......................................................................................22
1
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Performance.............................................................................................23
Capital Structure.......................................................................................24
Account Services Directory..............................................................................24
</TABLE>
Overview
Investment Objectives
Zurich YieldWise Funds (the "Trust") is an open-end management
investment company offering a choice of three diversified investment funds
("Funds"). Each Fund is 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.
Each Fund invests in high quality short-term money market instruments
consistent with its specific objective. The Funds are designed for investors who
are willing to make high minimum investments and to pay for certain individual
transactions in order to pursue potentially higher yields through lower costs.
o Zurich YieldWise Money Fund (the "Money Fund") seeks maximum current
income to the extent consistent with stability of principal from a portfolio
primarily consisting of commercial paper and bank obligations.
o Zurich YieldWise Government Money Fund (the "Government Money Fund")
seeks maximum current income to the extent consistent with stability of
principal from a portfolio primarily consisting of obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.
o Zurich YieldWise Municipal Money Fund (the "Muni Money Fund") seeks
maximum current income that is exempt from regular federal income taxes to the
extent consistent with stability of principal from a portfolio primarily
consisting of municipal securities.
See "Summary of Expenses" and "How to Make a Redemption" for a
description of the individual account maintenance and transaction fees.
Each Fund may use a variety of investment techniques in seeking its
objective including the entry into repurchase agreements and the purchase of
variable rate securities. Each Fund seeks to maintain a net asset value of $1.00
per share; however, there is no assurance that the objective of any Fund will be
achieved or that any Fund will be able to maintain a net asset value of $1.00
per share. See "How the Funds Work" and "Investment Objectives, Policies and
Risk Factors."
Investment Manager
Scudder Kemper Investments, Inc. (the "Adviser") is the investment
manager for the Funds and provides the Funds with continuous professional
investment supervision. For the services and facilities furnished, each Fund
pays a monthly investment management fee on a graduated basis of 1/12 of the
annual rate of .50% of the first $215 million of average daily net assets of the
Fund , .375% of the next $335 million, .30% of the next $250 million and .25% of
the average daily net assets thereafter.
Buying And Selling Shares
You may buy and sell shares of each 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
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Funds. Shares may be purchased by mailing a check, by wire transfer or in person
in downtown Chicago 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 request or by using one of the Funds' 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 same 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
Transfer Programs. See "Special Features" and "Account Services Directory" for a
description of these and other features.
Summary Of Expenses
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Shareholder Transaction Expenses*
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 Telephone.................. $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 of a Fund will
accrue to the benefit of that 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.
- --------------------
*Investment dealers and other firms may independently charge additional fees for
shareholder transactions or for advisory services; please see their materials
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
account. 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.
3
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Annual Fund Operating Expenses
TO BE UPDATED
(as a percentage of average net assets after management fee and expense
reduction)
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<CAPTION>
Government Muni
Money Fund Money Fund Money Fund
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Management Fees......................... _____% _____% _____%
12b-1 Fees.............................. None None None
Other Expenses(1)....................... _____% _____% _____%
Total Operating Expenses................ _____% _____% _____%
</TABLE>
(1) "Other Expenses" for the Government Money Fund and the Muni Money Fund have
been estimated for the current fiscal year.
Example
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:
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1 yr. 3 yrs. 5 yrs. 10 yrs.
----- ------ ------ -------
Money Fund $7 $19 _____ _____
Government Money Fund _____ _____ N/A N/A
Muni Money Fund _____ _____ N/A N/A
</TABLE>
The purpose of the preceding table is to assist you in understanding
the various costs and expenses that an investor in a Fund will bear directly or
indirectly. As discussed more fully under "Investment Manager," the Adviser has
agreed to temporarily reduce its management fee and reimburse or pay operating
expenses of each Fund as follows: (i) with respect to the Money Fund, the
Adviser has 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, 2000; (ii) with respect to the Government Money Fund,
the Adviser has 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 .10% through at least May 1, 1999 and, thereafter, has agreed to waive
its management fee or absorb operating expenses to the extent necessary to
maintain the Fund's total operating expenses at no more than .39% until June 1,
2000; and (iii) with respect to the Muni Money Fund, the Adviser has agreed to
waive its management fee and absorb 100% of the Fund's other operating expenses
through at least May 1, 1999 and, thereafter, has agreed to waive its management
fee or absorb operating expenses to the extent necessary to maintain the Fund's
total operating expenses at no more than .37% until June 1, 2000. Without such
fee reductions and expense reimbursements, "Management Fees" would be __%, __%
and __%, "Other Expenses" would be __ %, __% and __% and "Total Operating
Expenses" would be __%, __% and __% for the Money Fund, the Government Money
Fund and the Muni Money Fund, respectively. "Other Expenses" for the Government
Money Fund and the Muni Money Fund have been estimated 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.
Financial Highlights
The table below shows financial information for the Money Fund
expressed in terms of one share outstanding throughout the period. The
Government Money Fund and the Muni Money Fund commenced operations on or about
November ___, 1998. The information in the table for the Money Fund is covered
by the report of the Trust's independent auditors. The report for the Trust is
contained in its
4
<PAGE>
Registration Statement and is available from the Funds. The audited financial
statements contained in the Trust's 1998 Annual Report to Shareholders are
incorporated herein by reference and may be obtained by writing or calling the
Funds.
TO BE UPDATED
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April 17, 1997
(commencement of
operations) to
July 31, 1998 July 31, 1997
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Per Share Operating Performance:
Net asset value, beginning of period $1.00
Net investment income and dividends declared .02
Net asset value, end of period $1.00
Total Return (not annualized) 1.69%
Ratios to Average Net Assets (annualized):
Expenses after expense waiver --
Net investment income 5.66%
Other Ratios to Average Net Assets (annualized):
Expenses .60%
Net investment income 5.06%
Supplemental Data:
Net assets at end of period (in thousands) $245,064
</TABLE>
How The Funds Work
Zurich YieldWise Funds are designed to provide you with professional
management of short-term investment dollars. The Money Fund and the Government
Money Fund seek maximum current income consistent with stability of principal.
The Muni Money Fund seeks maximum current income that is exempt from regular
federal income taxes to the extent consistent with stability of principal. They
are designed for investors who are willing to make high minimum investments and
to pay for certain individual transactions in order to pursue potentially higher
yields through lower expenses. With all other things being equal, the lower a
fund's expenses, the higher the return. To help meet these objectives, you are
provided with a choice of separate YieldWise funds: the Money Fund, the
Government Money Fund and the Muni Money Fund. Because each Fund combines its
shareholders' money, it can buy and sell large blocks of securities, which helps
reduce transaction costs and maximize yields. Each Fund is managed by investment
professionals who analyze market trends to take advantage of changing conditions
and who seek to minimize risk by diversifying the Fund's investments.
Each Fund seeks to maintain a net asset value of $1.00 per share. Thus,
the Funds are designed for investors who want to avoid the fluctuations of
principal commonly associated with equity and long-term bond investments. The
fluctuations 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 a Fund will achieve its
objective or that it will maintain a net asset value of $1.00 per share.
Investment Objectives, Policies and Risk Factors
Money Fund
The Money 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:
5
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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
having 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 ratings in the discretion of the Fund's investment manager. Currently,
only obligations 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
ratings, see "Appendix--Ratings of Investments" in the Statement of Additional
Information.
5. Repurchase agreements of obligations that are suitable for
investment under the categories set forth above. Repurchase agreements are
discussed below.
Investments by the Money Fund in Eurodollar certificates of deposit
issued by London branches of U.S. banks, or obligations issued by foreign
entities, including foreign banks, involve risks that are different from
investments in securities of domestic branches of U.S. banks. These risks may
include future unfavorable political and economic developments, possible
withholding taxes on interest payments, seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions that might
affect payment of principal 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 dependent largely upon the availability and cost of funds
for the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial 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 regulations 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 comparable to U.S. banks. Bank obligations held by the Fund do not
benefit materially from insurance from the Federal Deposit Insurance
Corporation.
The Money Fund may invest in commercial paper which is issued by major
corporations without registration under the Securities Act of 1933 in reliance
upon the exemption 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 restricted 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
6
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exempt transaction. Section 4(2) paper 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 Adviser 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 Trust, 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 illiquid securities discussed under "Additional Investment
Information" below. The Adviser 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
("certificates") representing undivided interests in trusts that hold a
portfolio of receivables from consumer and commercial credit transactions, such
as transactions 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
periodically 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 appropriate 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 anticipated 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 Money Fund may concentrate 25% or more of its assets in bank
certificates of deposit, time deposits or banker's acceptances of U.S. banks and
their domestic branches in accordance with its investment objective and
policies. Accordingly, the Fund may be more adversely affected by changes in
market or economic conditions and other circumstances affecting the banking
industry than it would be if the Fund's assets were not so concentrated.
Government Money Fund
The Government Money Fund seeks maximum current income to the extent
consistent with stability of principal. The Fund pursues its objective by
investing primarily in the following securities that mature within 397 days or
less:
1. U.S. Treasury bills, notes, bonds and other obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.
2. Repurchase agreements of the obligations described above.
Some securities issued by U.S. Government agencies or instrumentalities
are supported only by the credit of the agency or instrumentality, such as those
issued by the Federal Home Loan Bank, and others have an additional line of
credit with the U.S. Treasury, such as those issued by the Federal
7
<PAGE>
National Mortgage Association, Farm Credit System and Student Loan Marketing
Association. Short-term U.S. Government obligations generally are considered to
be the safest short-term investment. The U.S. Government guarantee of the
securities owned by the Fund, however, does not guarantee the net asset value of
its shares, which the Fund seeks to maintain at $1.00 per share. Also, with
respect to securities supported only by the credit of the issuing agency or
instrumentality or by an additional line of credit with the U.S. Treasury, there
is no guarantee that the U.S. Government will provide support to such agencies
or instrumentalities and such securities may involve risk of loss of principal
and interest.
Muni Money Fund
The Muni Money Fund seeks maximum current income that is exempt from
regular federal income taxes to the extent consistent with stability of
principal. The Fund pursues its objective primarily through a professionally
managed, diversified portfolio of short-term high quality tax-exempt municipal
obligations.
Under normal market conditions, at least 80% of the Fund's total assets
will be invested in obligations issued by or on behalf of states, territories
and possessions of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, the income from which is
exempt from federal income tax ("Municipal Securities").
Dividends representing net interest income received by the Muni Money
Fund on Municipal Securities will be exempt from regular federal income tax when
distributed to the Fund's shareholders. Such dividend income may be subject to
state and local taxes and the alternative minimum tax. See "Dividends and
Taxes--Muni Money Fund." The Fund's assets will consist of Municipal Securities,
temporary investments as described below and cash. The Fund considers short-term
Municipal Securities to be those that mature in or have remaining maturities of
397 days or less.
The Muni Money Fund will invest in Municipal Securities which at the
time of purchase:
o are rated within the two highest ratings for Municipal Securities (Aaa or Aa)
assigned by Moody's, (AAA or AA) assigned by S&P, (AAA or AA) assigned by Fitch,
or (AAA or AA) assigned by Duff, or any other nationally recognized statistical
rating organization ("NRSRO") as determined by the Securities and Exchange
Commission;
o are guaranteed or insured by the U.S. Government as to the payment of
principal and interest;
o are fully collateralized by an escrow of U.S. Government securities
acceptable to the Adviser;
o have at the time of purchase a Moody's short-term municipal securities rating
of MIG-2 or higher or a municipal commercial paper rating of P-2 or higher, or
S&P's municipal commercial paper rating of A-2 or higher, or Fitch's municipal
commercial paper rating of F-2 or higher, or Duff's municipal commercial paper
rating of Duff-2 or higher, or a rating within the two highest categories of any
other NRSRO as determined by the Securities and Exchange Commission;
o are unrated, if longer term Municipal Securities of that issuer are rated
within the two highest rating categories by Moody's, S&P, Fitch, Duff or any
other NRSRO as determined by the Securities and Exchange Commission; or
o are determined to be at least equal in quality to one or more of the above
ratings in the discretion of the Adviser.
Municipal Securities generally are classified as "general obligation"
or "revenue" issues. General obligation bonds are secured by the issuer's pledge
of its full credit and taxing power for the payment of
8
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principal and interest. Revenue bonds are payable only from the revenues derived
from a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise tax or other specific revenue source such as the
user of the facility being financed. Industrial development bonds held by the
Fund are in most cases revenue bonds and are not payable from the unrestricted
revenues of the issuer. Among other types of instruments, the Fund may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes and other forms of short-term loans. Such notes are
issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. A more detailed
discussion of Municipal Securities and the Moody's, S&P, Fitch and Duff ratings
outlined above is contained in the Statement of Additional Information. As
indicated under "Dividends and Taxes--Muni Money Fund," the Fund may invest in
"private activity" bonds.
The Muni Money Fund may purchase securities which provide for the right
to resell them to an issuer, bank or dealer at an agreed upon price or yield
within a specified period prior to the maturity date of such securities. Such a
right to resell is referred to as a "Standby Commitment." Securities may cost
more with Standby Commitments than without them. Standby Commitments will be
entered into solely to facilitate portfolio liquidity. A Standby Commitment may
be exercised before the maturity date of the related Municipal Security if the
Fund's investment manager revises its evaluation of the creditworthiness of the
underlying security or of the entity issuing the Standby Commitment. The Fund's
policy is to enter into Standby Commitments only with issuers, banks or dealers
that are determined by the Fund's investment manager to present minimal credit
risks. If an issuer, bank or dealer should default on its obligation to
repurchase an underlying security, the Fund might be unable to recover all or a
portion of any loss sustained from having to sell the security elsewhere. For
purposes of valuing the Fund's securities at amortized cost, the stated maturity
of Municipal Securities subject to Standby Commitments is not changed.
The Muni Money Fund may purchase high quality Certificates of
Participation in trusts that hold Municipal Securities. A Certificate of
Participation gives the Fund an undivided interest in the Municipal Security in
the proportion that the Fund's interest bears to the total principal amount of
the Municipal Security. These Certificates of Participation may be variable rate
or fixed rate with remaining maturities of one year or less. A Certificate of
Participation may be backed by an irrevocable letter of credit or guarantee of a
financial institution that satisfies rating agencies as to the credit quality of
the Municipal Security supporting the payment of principal and interest on the
Certificate of Participation. Payments of principal and interest would be
dependent upon the underlying Municipal Security 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 of Participation is based primarily upon the
rating of the Municipal Security 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 issue. The Fund's Adviser 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 of Participation
and in determining whether the Certificate of Participation is appropriate for
investment by the Fund. It is anticipated by the Fund's investment manager that,
for most publicly offered Certificates of Participation, there will be a liquid
secondary market or there may be demand features enabling the Fund to readily
sell its Certificates of Participation prior to maturity to the issuer or a
third party. As to those instruments with demand features, the Fund intends to
exercise its right to demand payment from the issuer of the demand feature only
upon a default under the terms of the Municipal Security, as needed to provide
liquidity to meet redemptions, or to maintain a high quality investment
portfolio.
In seeking to achieve its investment objective, the Muni Money Fund may
invest all or any part of its assets in Municipal Securities that are industrial
development bonds. Moreover, although the Fund does not currently intend to do
so on a regular basis, it may invest more than 25% of its assets in Municipal
Securities that are repayable out of revenue streams generated from economically
related projects or facilities, if such investment is deemed necessary or
appropriate by the Fund's investment manager. To the extent that the Fund's
assets are concentrated in Municipal Securities payable from
9
<PAGE>
revenues on economically related projects and facilities, the Fund will be
subject to the risks presented by such projects to a greater extent than it
would be if the Fund's assets were not so concentrated.
From time to time, as a defensive measure or when acceptable short-term
Municipal Securities are not available, the Muni Money Fund may invest in
taxable "temporary investments" which include:
o obligations of the U.S. Government, its agencies or instrumentalities;
o debt securities rated within the two highest grades by Moody's, S&P, Fitch,
Duff or any other NRSRO as determined by the Securities and Exchange Commission;
o commercial paper rated in the two highest grades by any of these rating
services;
o certificates of deposit of domestic banks with assets of $1 billion or more;
and
o repurchase agreements of the obligations described above (Repurchase
agreements are discussed below).
Interest income from temporary investments is taxable to shareholders
as ordinary income. Although the Fund is permitted to invest in taxable
securities, it is the Fund's primary intention to generate income dividends that
are not subject to federal income taxes. See "Dividends and Taxes." For a
description of the ratings, see "Appendix--Ratings of Investments" in the
Statement of Additional Information.
Additional Investment Information
In addition to the specific investment objective and policies listed
above, each 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
"Determining Share Price."
Each Fund may purchase and sell securities on a when-issued or delayed
delivery basis. A when-issued or delayed delivery transaction arises when
securities are bought or sold for future payment and delivery to secure what is
considered to be an advantageous price and yield to the Fund at the time it
enters into the transaction. In determining the maturity of portfolio securities
purchased on a when-issued or delayed delivery basis, the Funds will consider
them to have been purchased on the date when it committed itself to the
purchase.
A security purchased on a when-issued basis, like all securities held
by the Funds, is subject to changes in market value based upon changes in the
level of interest rates and investors' perceptions of the creditworthiness of
the issuer. Generally such securities will appreciate in value when interest
rates decline and decrease in value when interest rates rise. Therefore if, in
order to achieve higher interest income, a Fund remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be a greater possibility that the market value of the Fund's
assets will vary from $1.00 per share, since the value of a when-issued security
is subject to market fluctuation and no interest accrues to the purchaser prior
to settlement of the transaction. See "Determining Share Price."
The Funds will only make commitments to purchase securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Funds reserve the right to sell these securities before
the settlement date if deemed advisable. The sale of these securities may result
in the realization of gains that are not exempt from federal income tax.
Each Fund may invest in instruments that have interest rates that
adjust periodically or that "float" continuously according to formulae intended
to minimize fluctuation in values of the instruments
10
<PAGE>
("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 securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. 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 accrued 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. Each Fund determines the
maturity of Variable Rate Securities in accordance with Securities 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.
Each Fund may invest in repurchase agreements, which are instruments
under which a 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
repurchase may exceed 397 days. In the event of a bankruptcy or other default of
a seller of a repurchase agreement, a 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.
A Fund will not purchase illiquid securities if, as a result thereof,
more than 10% of such Fund's net assets valued at the time of the transaction
would be invested in such securities. If a Fund holds a material percentage of
its assets in illiquid securities, there may be a question concerning the
ability of such Fund to make payment within seven days of the date its shares
are tendered 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. Each Fund's investment manager
monitors holdings of illiquid securities on an ongoing basis and will take such
action as it deems appropriate to help maintain adequate liquidity.
As a matter of fundamental policy, the Government Money Fund and the
Muni Money Fund may not borrow money, except as permitted under Federal law. The
Money Fund, as a fundamental policy, 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 by the Money Fund under this provision will not be collateralized. If
for any reason the current value of the Money 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 Money Fund will not borrow for
leverage purposes.
Each Fund has adopted certain investment restrictions that are
presented in the Statement of Additional Information and that, together with the
investment objective of the Money Fund, cannot be changed without approval by
holders of a majority 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 such Fund
present at a meeting 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. The investment objective of the Government and the Muni Money Funds and
the policies of each of the Funds that are not incorporated into any of the
fundamental investment restrictions referred to above may be changed by the
Board of Trustees without shareholder approval.
11
<PAGE>
Master-Feeder
Each Fund may in the future seek to achieve its investment objective by
pooling its assets with assets of other mutual funds for investment in another
investment company having the same investment objective and substantially the
same investment policies and restrictions as such Fund. The purpose of such an
arrangement is to achieve greater operational efficiencies and to reduce costs.
It is expected that any such investment company will be managed by the Adviser
in substantially the same manner as the corresponding Fund. Shareholders of a
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
respective Fund and its shareholders.
Determining Share Price
The price you pay when you buy shares in a Fund and the price you
receive if you redeem is the net asset value computed after your order to buy or
redeem is received in proper form (as described under "How To Make a Purchase").
The net asset value per share of each 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. Each Fund seeks to maintain a net asset value of $1.00
per share, although there can be no assurance that each Fund will be able to do
so.
The net asset value per share of each 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 for the Money Fund and the Government Money Fund and at
11:00 a.m. and 3:00 p.m. Central time for the Muni Money Fund.
Each 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 1/2 of 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 Trustees
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 Funds
purchase only securities with a maturity of 397 days or less and maintain a
dollar-weighted average portfolio maturity of 90 days or less. In addition, the
Funds limit their portfolio investments to securities that meet the quality and
diversification requirements of Rule 2a-7.
How To Make A Purchase
Whether you are opening an account or adding to it, you will find
making shareholder transactions is easy. Shares of each 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 Funds and choose one of the methods
outlined in the table on the following page. Call 1-800-537-6001 if you have
questions or need assistance.
Minimum Investment Amounts
- -------------------------------------------------------------- --------------
Initial Investment $25,000
For Individual Retirement Accounts $10,000
Subsequent Purchase $ 1,000
For Individual Retirement Accounts $ 1,000
12
<PAGE>
Automatic Purchase Plan* $ 500
Minimum Balance Requirement** $10,000
- --------------------
* See "Special Features" for more information regarding Automatic Purchase Plan.
** There is a $1 per month small account fee for any account with a balance
below $10,000 for 30 consecutive days.
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 for the Money Fund and the
Government Money Fund, and by 11:00 a.m. Central time for the Muni Money Fund,
otherwise such shares will receive the dividend for the next calendar day if
effected at 3:00 p.m. Central time.
The Trust reserves the right to withdraw all or any part of the
offering made by this prospectus or to reject purchase orders. The Trust 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
Trust 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 Trust. Share certificates are
issued only on request to the Trust and may not be available for certain types
of account registrations. Investments may also be made in the Funds 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 shares of a Fund purchased by check or through
EZ-Transfer or Automatic Purchase Plan, 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 calendar days
from receipt by the Fund of the purchase amount. See also "How to Make a
Redemption."
HOW TO MAKE A PURCHASE
<TABLE>
<S> <C> <C>
<CAPTION>
Initial Investment Subsequent Investment
($25,000 or more) ($1,000 or more)
- ------------------------------------------------------------------------------------------------------------
By Mail o Complete the Account Application o Make your check payable
and mail it with your check to ZYF and mail it to:
(payable to ZYF) to: Kemper Service Company
Kemper Service Company Transfer Agency Division
Transfer Agency Division P.O. Box 419154
P.O. Box 419356 Kansas City, MO 64141-6154
Kansas City, MO 64141-6356
To exchange by mail, send
your request to:
Zurich YieldWise Funds
P.O. Box 419557
Attention: Exchange Dept.
Kansas City, MO 64141-6557
13
<PAGE>
- ------------------------------------------------------------------------------------------------------------
By Phone o Call 1-888-ZURICH-1 (987-4241) o Call 1-888-ZURICH-1
to exchange from a Zurich Money (987-4241) to exchange from
Funds or a Kemper Funds account. a Zurich Money Funds or
a Kemper Funds account.
- ------------------------------------------------------------------------------------------------------------
In Person o In downtown Chicago, you can o In downtown Chicago, you
make a direct investment at our can make a direct investment
Service Center at 222 South at our Service Center at 222
Riverside Plaza. In Kansas City, South Riverside Plaza. In
you can make a direct investment Kansas City, you can make a
at 811 Main Street, 7th Floor. direct investment at 811
Main Street, 7th Floor.
- ------------------------------------------------------------------------------------------------------------
By Wire Transfer(Federal o To open an account through Instruct your bank to
Funds) wire transfer of Federal wire your investment,
Funds, call together with your name
1-800-537-6001. and account number, to:
Provide your account registration Zurich YieldWise Funds
instruction to the service United Missouri Bank of
representative. You will be Kansas City, N.A.
provided with your new account ABA #1010-0069-5
number over the phone.The Fund Zurich YieldWise Money
accepts wires at no charge, Fund:
although your bank may charge o (Acct. # ),
you for this service.Instruct or
your bank to wire your Zurich YieldWise Government Money
investment, together with your Fund:
name and new account number (Acct. # ),
to: or
Zurich YieldWise Funds Zurich YieldWise Municipal Money
United Missouri Bank of Kansas Fund: (Acct. # )
City, N.A. The Fund accepts wires at no
ABA #1010-0069-5 charge, although your bank
Zurich YieldWise Money Fund: may charge you for this
(Acct. # ), service.
or
ZurichYieldWise Government Money
Fund:
(Acct. # ),
or
Zurich YieldWise Municipal Money
Fund:
(Acct. # )
- ------------------------------------------------------------------------------------------------------------
By Electronic Funds o Unavailable for opening an account. Please see "Special Features" for
Transfer more information on these
(Automated Clearing House services.EZ-Transfer
funds) Automatic Purchase Plan
($500 minimum)Payroll
Direct Deposit
Government Direct Deposit
All transactions are via
the Automated Clearing
House ("ACH") System.
</TABLE>
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
request 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 of a Fund, you will receive the net asset value of such shares
and all declared but unpaid
14
<PAGE>
dividends on such shares. You may use any of the methods outlined in the table
on the following page 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 plus a $10
service fee for each such check under the $1,000 minimum, $2 for each electronic
funds transfer, $5 for each exchange, $5 for each telephone redemption and each
redemption 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 of a Fund will
accrue to the benefit of that 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.
Signature Guarantee Requirements
If the proceeds of a redemption are $50,000 or less and the proceeds
are payable to the shareholder of record at the address of record, normally a
telephone request or a written request by any one account holder without a
signature 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
transfers to minors may exercise the special privilege of redeeming shares by
telephone 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 Kemper Service Company (the "Shareholder Service Agent")
with signatures guaranteed. All other redemption requests must include 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.
HOW TO MAKE A REDEMPTION
<TABLE>
<S> <C>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
By Redemption Check o All Redemption Checks should be for a minimum
($2 fee per check) of $1,000. Redemption Checks written in an
amount less than $1,000 will also be
charged a $10 service fee.
o 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 o 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 the
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
15
<PAGE>
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 or Kemper Funds. See
"Moving to Another Fund."
- ------------------------------------------------------------------------------------------------------------
By Wire o You must sign up for the wire transfer
($10 fee) privilege and file the appropriate forms with
the Shareholder Service Agent before making a
wire transfer. Minimum wire: $1,000
Telephone requests may be made by calling
1-888-ZURICH-1 (987-4241).
o Proceeds will be sent only to the
bank or trust company you have
designated on the Account Application
or on amended signature guaranteed
instructions.
- ------------------------------------------------------------------------------------------------------------
By Mail o Complete a written request that includes the
($5 fee) 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 Requirements" on
previous page.
o Mail the written request to Kemper Service Company,
Transfer Agency Division, P.O. Box 419557,
Kansas City, Missouri 64141-6557.
</TABLE>
Additional Information
o 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
Funds are 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
written request to the Shareholder Service Agent with signatures guaranteed as
described above.
o Redemption By Redemption Check. If you select the checkwriting method of
redemption on your account application, you will normally receive drafts
("Redemption 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
presented 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
account is registered. The Funds may refuse to honor Redemption Checks whenever
the right of redemption has been suspended or postponed, or whenever the account
is otherwise impaired. A $10 service fee will be charged when a Redemption Check
is presented to redeem Fund shares in excess of the value of your Fund account
or in an amount
16
<PAGE>
less than $1,000; when a Redemption Check is presented that would require
redemption within 10 days of shares that were purchased 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 a 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
purchase amount. Shareholders may not use wire transfer or Redemption Check
features 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 Funds reserve 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
Kemper fund that were offered subject to a contingent deferred sales charge as
described 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
prospectus.
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 appropriate instructions. Please note that the telephone exchange
privilege is automatic unless the shareholder refuses it on the account
application. The Trust or its agents may be liable for losses, expenses or costs
arising out of fraudulent or unauthorized telephone requests pursuant to these
privileges, unless the Trust or its agent reasonably believes, based upon
reasonable verification procedures, that the telephonic instructions are
genuine. The shareholder will bear the risk of loss, including loss resulting
from fraudulent or unauthorized 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.
During periods when it is difficult to contact the Shareholder Service
Agent by telephone, it may be difficult to use the telephone redemption
privilege or the wire redemption privilege, although you can still redeem by
mail.
The Funds may assess a monthly fee of $1 on any account with a balance below
$10,000 for 30 consecutive days.
Moving To Another Fund
You may exchange your shares of Zurich YieldWise Funds for shares of
Zurich Money Funds or Class A shares of a Kemper Fund. Shares you acquire by
dividend reinvestment may be exchanged into a Kemper Fund with no sales charge;
although shares you purchase are subject to the applicable sales charge when
exchanged.
The total value of shares being exchanged must at least equal the
minimum investment requirement of the fund into which they are being exchanged.
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 Zurich YieldWise Funds. In addition, dealers or
other firms may charge for their services. To exchange shares, call us or
contact your financial adviser to obtain
17
<PAGE>
prospectuses for Zurich Money Funds or the Kemper Fund in which you are
interested. You may make an exchange by mail or by telephone.
By Telephone
Once you have 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 liability 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 Funds
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
purchase 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, depending
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 termination 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 their shares of
Zurich YieldWise Funds for shares of Zurich Money Funds or Class A shares of a
Kemper Fund. If selected, exchanges will be made automatically 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 or the Kemper Fund acquired on
exchange. Each automatic exchange out of a Zurich YieldWise Fund is subject to
the $5.00 exchange fee.
Subject to the limitations described below, Class A Shares (or the
equivalent) of the following Kemper Funds may be exchanged for each other at
their relative net asset values: Kemper Technology Fund, Kemper Total Return
Fund, Kemper Growth Fund, Kemper Small Capitalization Equity Fund, Kemper Income
and Capital Preservation Fund, Kemper Municipal Bond Fund, Kemper Diversified
Income Fund, Kemper High Yield Series, Kemper U.S. Government Securities Fund,
Kemper International Fund, Kemper State Tax-Free Income Series, Kemper
Adjustable Rate U.S. Government Fund, Kemper Blue Chip Fund, Kemper Global
Income Fund, Kemper Target Equity Fund (series are subject to a limited offering
period), Kemper Intermediate Municipal Bond Fund, Kemper Cash Reserves Fund,
Kemper U.S. Mortgage Fund, Kemper Short-Intermediate Government Fund, Kemper
Value Series, Inc., Kemper Value+Growth Fund, Kemper Quantitative Equity Fund,
Kemper Horizon Fund, Kemper Europe Fund, Kemper Asian Growth Fund, Kemper
Aggressive Growth Fund, Kemper Global/International Series, Inc., Kemper U.S.
Growth and Income Fund, Kemper-Dreman Financial Services Fund, Kemper Value
Fund, Kemper Classic Growth Fund and Kemper Global Discovery Fund ("Kemper
Funds") and certain "Money Market Funds" (Zurich Money Funds, Zurich YieldWise
Funds, Cash Equivalent Fund, Tax-Exempt California Money Market Fund, Cash
Account Trust, Investors Municipal Cash Fund and Investors Cash Trust). Shares
of Money Market Funds and Kemper Cash Reserves Fund that were acquired by
purchase (not including shares acquired by dividend reinvestment) are subject to
the applicable sales charge on exchange. In addition, shares of a Kemper Fund
with a value
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in excess of $1,000,000 (except Kemper Cash Reserves Fund) acquired by exchange
from another Fund may not be exchanged thereafter until they have been owned for
15 days (the "15-Day Hold Policy"). For purposes of determining whether the
15-Day Hold Policy applies to a particular exchange, the value of the shares to
be exchanged shall be computed by aggregating the value of shares being
exchanged for all accounts under common control, discretion or advice, including
without limitation accounts administered by a financial services firm offering
market timing, asset allocation or similar services. Series of Kemper Target
Equity Fund will be available on exchange only during the Offering Period for
such series as described in the prospectus for such series. Cash Equivalent
Fund, Tax-Exempt California Money Market Fund, Cash Account Trust, Investors
Municipal Cash Fund and Investors Cash Trust are available on exchange but only
through a financial services firm having a services agreement with KDI with
respect to such funds. Exchanges may only be made for funds that are available
for sale in the shareholder's state of residence.
Special Features
Electronic Funds Transfer Programs
For your convenience, the Funds have established several investment and
redemption 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.
o 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 a 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 program, 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 notice
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)
Monday through Friday, 7:00 a.m. to 6:00 p.m. Central time and Saturday 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 Redemption--General" for
information on our 10 day hold policy. Any account holder may terminate this
privilege by sending written notice to Zurich YieldWise Funds, P.O. Box 419415,
Kansas City, Missouri 64141-6415. Termination will become effective as soon as
the Shareholder Service Agent has had a reasonable 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).
o 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 Trust and its agents to take money out of your
predesignated bank, savings and loan or credit union account and invest that
money in your Fund account. Any account owner may terminate this privilege
simply by sending written notice to Zurich YieldWise Funds, P.O. Box 419415,
Kansas City, Missouri 64141-6415. Termination will become
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effective 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
accounts.
o Direct Check Deposit Service You may conveniently invest in the Funds 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) automatically
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 required.) The
Funds are not responsible for the efficiency of your employer or the government
agency making the payment or any financial institution transmitting payment.
To use these features, the participating financial institution must be
affiliated 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.
Government 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 Funds.
Other Special Features
Information about the following special features is contained in the
Statement 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 any Fund are
automatically reinvested in additional shares of that 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
dividends in cash, checks will be mailed monthly to you or any person you
designate. You may request this option by contacting the Shareholder Service
Agent (see "How To Make a Purchase").
Each Fund will reinvest dividend checks (and future dividends) in
shares of that same Fund if checks are returned as undeliverable. Dividends and
other distributions of a Fund in the aggregate amount of $10 or less are
automatically reinvested in shares of the same Fund unless you request that such
policy not be applied to your account.
Taxable Funds
The Money Fund and the Government Money Fund each intend 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 are distributed. Dividends derived from interest and
short-term capital gains are taxable as ordinary income whether received in cash
or reinvested in additional shares. Dividends from these Funds do not qualify
for the dividends received deduction available to corporate shareholders.
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<PAGE>
Muni Money Fund
The Muni Money Fund intends to qualify under the Code as a regulated
investment company and, if so qualified, will not be liable for federal income
taxes to the extent its earnings are distributed. This Fund also intends to meet
the requirements of the Code applicable to regulated investment companies
distributing tax-exempt interest dividends and, accordingly, dividends
representing net interest received on Municipal Securities will not be
includable by shareholders in their gross income for federal income tax
purposes, except to the extent such interest is subject to the alternative
minimum tax as discussed below. Dividends representing taxable net investment
income (such as net interest income from temporary investments in obligations of
the U.S. Government) and net short-term capital gains, if any, are taxable to
shareholders as ordinary income. All taxpayers will be required to disclose on
their federal income tax returns the amount of tax-exempt interest earned during
the year, including exempt-interest dividends from the Muni Money Fund.
Net interest on certain "private activity bonds" issued on or after
August 8, 1986 is treated as an item of tax preference and may, therefore, be
subject to both the individual and corporate alternative minimum tax. To the
extent provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from the Muni Money Fund are to be treated as interest
on private activity bonds in proportion to the interest income the Fund receives
from private activity bonds, reduced by allowable deductions.
Exempt-interest dividends, except to the extent of interest from
"private activity bonds," are not treated as a tax preference item. For a
corporate shareholder, however, such dividends will be included in determining
such corporate shareholder's "adjusted current earnings." Seventy-five percent
of the excess, if any, of "adjusted current earnings" over the corporate
shareholder's other alternative minimum taxable income with certain adjustments
will be a tax preference item. Corporate shareholders are advised to consult
their tax advisers with respect to alternative minimum tax consequences.
Individuals whose modified income exceeds a base amount will be subject
to federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Muni Money Fund, and 50% of Social Security
benefits.
The tax exemption of dividends from the Muni Money Fund for federal
income tax purposes does not necessarily result in exemption under the income or
other tax laws of any state or local taxing authority. The laws of the several
states and local taxing authorities vary with respect to the taxation of such
income and shareholders of the Fund are advised to consult their own tax adviser
as to the status of their accounts under state and local tax laws.
The Funds
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
federal income tax purposes. Each Fund may adjust its schedule for dividend
reinvestment for the month of December to assist it in complying with reporting
and minimum distribution requirements contained in the Code.
Each Fund is required by law to withhold 31% of taxable dividends paid
to certain 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
21
<PAGE>
distribution that is transferred directly to another qualified retirement plan,
403(b)(7) account, or IRA. You should consult your tax adviser regarding the 20%
withholding requirement.
You will receive a monthly statement giving complete details of
dividend reinvestment and purchase and redemption transactions during the month.
Tax information 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 information 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
statement. However, you may request that the foregoing policies not be applied
to your account.
Investment Manager
Scudder Kemper Investments, Inc. ("the Adviser"), 345 Park Avenue, New
York, New York, is the investment manager of the Funds and provides the Funds
with continuous professional investment supervision. The Adviser is one of the
largest investment managers in the country with more than $210 billion in assets
under management and has been engaged in the management of investment funds for
more than seventy years. Zurich Insurance Company, a leading internationally
recognized provider of insurance and financial services in property/casualty and
life insurance, reinsurance and structured financial solutions as well as asset
management, owns approximately 70% of the Adviser, with the balance owned by the
Adviser's officers and employees. The Zurich family of companies manages over
$250 billion in assets worldwide.
Responsibility for the overall management of the Funds rests with the
Board of Trustees and officers of the Trust. Professional investment supervision
is provided by the Adviser. The investment management agreement provides that
the Adviser shall act as the Funds' investment adviser, manage its investments
and provide it with various services and facilities.
Frank J. Rachwalski, Jr. is the lead portfolio manager of the Funds. He
has served in this capacity since the Trust commenced operations in April 1997.
Mr. Rachwalski joined the Adviser in January, 1973 and is currently a Managing
Director of the Adviser and a Vice President of the Trust. He received a B.B.A.
and an M.B.A. from Loyola University, Chicago, Illinois.
For the services and facilities furnished, each Fund pays a monthly
investment management fee on a graduated basis of 1/12 of the annual rate of
.50% of the first $215 million of average daily net assets of the Fund, .375% of
the next $335 million, .30% of the next $250 million and .25% of average daily
net assets thereafter.
The Adviser has agreed to temporarily reduce its management fee and
reimburse or pay operating expenses of each Fund as follows: (i) with respect to
the Money Fund, the Adviser has 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, 2000; (ii) with respect
to the Government Money Fund, the Adviser has 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 .10% through at least May 1, 1999 and,
thereafter, has agreed to waive its management fee or absorb operating expenses
to the extent necessary to maintain the Fund's total operating expenses at no
more than .39% until June 1, 2000; and (iii) with respect to the Muni Money
Fund, the Adviser has agreed to waive its management fee and absorb 100% of the
Fund's other operating expenses through at least May 1, 1999 and, thereafter,
has agreed to waive its management fee or absorb operating expenses to the
extent necessary to maintain the Fund's total operating expenses at no more than
.37% until June 1, 2000. The
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<PAGE>
total operating expenses of each Fund set forth under "Summary of Expenses"
include the effect of these management fee and operating expense reductions. The
Adviser reserves the right to terminate its fee reductions and expense
absorptions at any time after these periods. For purposes of these fee waivers
and expense limitations, "operating expenses" do not include taxes, interest,
extraordinary expenses, brokerage commissions or transaction costs.
Fund Accounting Agent
Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the
Adviser, is responsible for determining the daily net asset value per share of
each Fund and maintaining all accounting records related thereto. Currently,
SFAC receives no fee for its services; however, subject to Board approval, at
some time in the future SFAC may seek payment for its services under its
agreement with the Funds.
Year 2000 Compliance
Like other mutual funds and financial and business organizations
worldwide, the Funds could be adversely affected if computer systems on which
the Funds rely, which primarily include those used by the Adviser, its
affiliates or other service providers, are unable to correctly process
date-related information on and after January 1, 2000. This risk is commonly
called the Year 2000 Issue. Failure to successfully address the Year 2000 Issue
could result in interruptions to and other material adverse effects on the
Funds' business and operations. The Adviser has commenced a review of the Year
2000 Issue as it may affect the Funds and is taking steps it believes are
reasonably designed to address the Year 2000 Issue, although there can be no
assurances that these steps will be sufficient. In addition, there can be no
assurances that the Year 2000 Issue will not have an adverse effect on the
companies whose securities are held by the Funds or on global markets or
economies generally.
Distributor
Kemper Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois
60606-5808, an affiliate of the Adviser, is the principal underwriter of the
Funds and acts as agent of the Funds in the sale of their shares.
Custodian, Transfer Agent and Shareholder Service Agent
Investors Fiduciary Trust Company ("IFTC"), 801 Pennsylvania Ave.,
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 Funds. They attend to the
collection of principal and income, and payment for and collection of proceeds
of securities bought and sold by the Funds. IFTC is also the Funds' transfer and
dividend-paying agent. Pursuant to a services agreement with IFTC, Kemper
Service Company, 811 Main Street, Kansas City, Missouri 64105, an affiliate of
the Adviser, serves as Shareholder Service Agent of the Funds.
Performance
The Funds may advertise several types of performance information,
including "yield," "effective yield," "total return," and "average annual total
return" and for the Muni Money Fund only, "tax equivalent yield." Please
remember that performance information is based upon historical earnings and is
not representative of future performance. The yield of a 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 calculated similarly, but
the net investment income earned by the investment is assumed 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
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<PAGE>
both net investment income and any realized or unrealized appreciation or
depreciation of a Fund's investments, assuming reinvestment of all dividends.
Average annual total return represents the average annual percentage change over
the period and total return represents the aggregate percentage or dollar value
change over the period. Tax equivalent yield is the yield that a taxable
investment must generate in order to equal the Muni Money Fund's yield for an
investor in a stated federal income tax bracket (normally assumed to be the
maximum tax rate). Tax equivalent yield is based upon the portion of the Muni
Money Fund's yield that is tax-exempt.
The performance of a Fund may be compared to that of other money market
mutual funds or mutual fund indexes as reported by independent mutual fund
reporting services such as Lipper Analytical Services, Inc. ("Lipper"). A 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 a Fund's performance to that of various bank
products as reported by BANK RATE MONITOR(TM), a financial reporting service
weekly publishes average rates of bank and thrift institution money market
deposit accounts and interest bearing checking accounts or various certificate
of deposit indexes. The performance of a Fund also may be compared to that of
U.S. Treasury bills and notes. Certain of these alternative investments may
offer fixed rates of return and guaranteed principal and may be insured. In
addition, investors may want to compare a Fund's performance to the Consumer
Price Index either directly 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 The Wall Street
Journal, Money Magazine, Forbes, Barron's, Fortune, The Chicago Tribune, and USA
Today. The Funds may depict the historical performance of the securities in
which a 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. Each 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 descriptive factors concerning the Fund.
Each Fund's returns will fluctuate. Shares of the Funds are not
insured. Additional information concerning a Fund's performance appears in the
Statement of Additional Information.
Capital Structure
Each Fund is a diversified series of the Trust, an open-end management
investment company, organized as a business trust under the laws of
Massachusetts on June 12, 1995. Effective ________, 1998, the name of the Trust
was changed from Zurich YieldWise Money Fund to Zurich YieldWise Funds. The
Trust may issue an unlimited number of shares of beneficial 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 Trust's
shares are not currently divided into classes. While only shares of the Money
Fund, the Government Money Fund and the Muni Money Fund 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 Trust may offer multiple series, it is known as a
"series company." Shares of a Fund have equal noncumulative voting rights and
equal rights with respect to dividends, assets and liquidation of such Fund
subject to any preferences, rights or privileges of any classes of shares within
the Fund. Generally, each class of shares issued by a particular Fund would
differ as to the allocation of certain expenses of the Fund, such as
distribution and administrative expenses, permitting, among other things,
different levels of services or methods of distribution among various classes.
Shares are fully paid and nonassessable when issued, are transferable without
restriction and have no preemptive or conversion rights. The Trust 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 Agreement and Declaration of
Trust of the Trust,
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shareholders may remove trustees. Shareholders will vote by Fund 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 such a vote is appropriate.
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 Zurich
Money Market Services Specialist at 1-800-537-6001 Monday through Friday between
8 a.m. and 6 p.m. Central time to:
o learn the current yield
o get answers about fund features, benefits, services, and fees
o request an application
o receive assistance completing an application
o 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. Central time and on Saturday
between 8 a.m. and 3 p.m. to:
o establish new account services
o inquire about current statement or tax forms
o request duplicate statements or tax forms
o change the frequency or amount of automated transactions
o initiate a redemption or exchange
o follow-up on correspondence
o 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:
o account balance
o current yield
o transaction confirmation
o last dividend paid
o checkbook and investment slip reorders
o duplicate statement request
o pre-authorized transfers to and from a bank account
o 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:
o all or part of your paycheck
o all or part of your government check
o an amount you specify directly from your designated bank account.
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To Make A Wire Transfer Purchase
Each method requires a minimum investment of $1,000:
o Wire with Federal Funds (same day credit and dividend if received
before 1 p.m. Central time for the Money Fund and the Government Money
Fund and before 11:00 a.m. Central time for the Muni Money Fund)
o 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 #__________),
Zurich YieldWise Government Money Fund (Fund bank account #__________), or
Zurich YieldWise Municipal Money Fund (Fund bank account #__________), and
further credit to your account number.
To Make A Wire Transfer Redemption
Each method requires a minimum investment of $1,000 and a call to Shareholder
Services at 1-888-ZURICH-1 (987-4241):
o Federal Funds (same day if requested before 11 a.m. Central time; $10 fee
per transfer)
o 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 __ and
__.
26
<PAGE>
Zurich
Kemper Distributors, Inc.
222 South Riverside Plaza
Chicago, IL 60606-5808
www.zurichfunds.com
Telephone: 1-800-537-6001
ZYF-1 (11/98)
KDI 711045
27
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
November __, 1998
ZURICH YIELDWISE FUNDS
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 Funds (the "Trust") dated
November __, 1998. The prospectus may be obtained without charge by calling or
writing the Fund.
TABLE OF CONTENTS
<TABLE>
<S> <C>
<CAPTION>
INVESTMENT RESTRICTIONS..................................................................................1
MASTER/FEEDER STRUCTURE..................................................................................3
MUNICIPAL SECURITIES.....................................................................................3
INVESTMENT MANAGER.......................................................................................4
PORTFOLIO TRANSACTIONS...................................................................................6
PURCHASE AND REDEMPTION OF SHARES........................................................................7
DIVIDENDS AND NET ASSET VALUE............................................................................8
PERFORMANCE..............................................................................................9
OFFICERS AND TRUSTEES...................................................................................12
SPECIAL FEATURES........................................................................................14
SHAREHOLDER RIGHTS......................................................................................15
APPENDIX -- RATINGS OF INVESTMENTS......................................................................17
</TABLE>
The financial statements appearing in the Trust's Annual Report to Shareholders
are incorporated herein by reference. The Trust's Annual Report accompanies this
Statement of Additional Information.
INVESTMENT RESTRICTIONS
The Zurich YieldWise Money Fund (the "Money Fund"), Zurich YieldWise Government
Money Fund (the "Government Money Fund") and Zurich YieldWise Muni Money Fund
(the "Muni Money Fund") have adopted certain investment restrictions which,
together with the investment objective of the Money Fund, cannot be changed
without approval by holders of a majority of such 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 Money Fund may not:
(1) Purchase more than 10% of any class of voting securities of any issuer
except that all or substantially all of the assets of the Fund may be invested
in another registered investment company having the same investment objective
and substantially similar investment policies as the Fund.
(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
1
<PAGE>
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 except that all or substantially
all of the assets of the Fund may be invested in another registered investment
company having the same investment objective and substantially similar
investment policies as the Fund.
(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 except that all or substantially all of the
assets of the Fund may be invested in another registered investment company
having the same investment objective and substantially similar investment
policies as the Fund.
Each of the Government Money Fund and the Muni Money Fund may not:
(1) Borrow money, except as permitted under the Investment Company Act of 1940,
as amended, and as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
(2) Issue senior securities, except as permitted under the Investment Company
Act of 1940, as amended, and as interpreted or modified by regulatory authority
having jurisdiction, from time to time.
(3) Concentrate its investments in a particular industry, as that term is used
in the Investment Company Act of 1940, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to time.
(4) Engage in the business of underwriting securities issued by others, except
to the extent that the Fund may be deemed to be an underwriter in connection
with the disposition of portfolio securities.
(5) Purchase or sell real estate, which term does not include securities of
companies which deal in real estate or mortgages or investments secured by real
estate or interests therein, except that the Fund reserves freedom of action to
hold and to sell real estate acquired as a result of the Fund's ownership of
securities.
(6) Purchase physical commodities or contracts relating to physical commodities.
(7) Make loans to other persons, except (i) loans of portfolio securities, and
(ii) to the extent that entry into repurchase agreements and the purchase of
debt instruments or interests in indebtedness in accordance with the Fund's
investment objective and policies may be deemed to be loans.
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<PAGE>
If a 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 Funds
have adopted the following non-fundamental restrictions, which may be changed by
the Board of Trustees without shareholder approval. Each 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.
MASTER/FEEDER STRUCTURE
The Board of Trustees has the discretion to retain the current distribution
arrangement for the Funds while investing in a master fund in a master/feeder
fund structure as described below.
A master/feeder fund structure is one in which a fund (a "feeder fund"), instead
of investing directly in a portfolio of securities, invests most or all of its
investment assets in a separate registered investment company (the "master
fund") with substantially the same investment objective and policies as the
feeder fund. Such a structure permits the pooling of assets of two or more
feeder funds, preserving separate identities or distribution channels at the
feeder fund level. Based on the premise that certain of the expenses of
operating an investment portfolio are relatively fixed, a larger investment
portfolio may eventually achieve a lower ratio of operating expenses to average
net assets. An existing investment company is able to convert to a feeder fund
by selling all of its investments, which involves brokerage and other
transaction costs and realization of a taxable gain or loss, or by contributing
its assets to the master fund and avoiding transaction costs and, if proper
procedures are followed, the realization of taxable gain or loss.
MUNICIPAL SECURITIES
Municipal Securities that the Muni Money Fund may purchase include, without
limitation, debt obligations issued to obtain funds for various public purposes,
including the construction of a wide range of public facilities such as
airports, bridges, highways, housing, hospitals, mass transportation, public
utilities, schools, streets, and water and sewer works. Other public purposes
for which Municipal Securities may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses and obtaining funds
to loan to other public institutions and facilities.
Municipal Securities, such as industrial development bonds, are issued by or on
behalf of public authorities to obtain funds for purposes including privately
operated airports, housing, conventions, trade shows, ports, sports, parking or
pollution control facilities or for facilities for water, gas, electricity or
sewage and solid waste disposal. Such obligations, which may include lease
arrangements, are included within the term Municipal Securities if the interest
paid thereon qualifies as exempt from federal income tax. Other types of
industrial development bonds, the proceeds of which are used for the
construction, equipment, repair or improvement of privately operated industrial
or commercial facilities, may constitute Municipal Securities, although current
federal tax laws place substantial limitations on the size of such issues.
Municipal Securities generally are classified as "general obligation" or
"revenue." General obligation notes are secured by the issuer's pledge of its
full credit and taxing power for the payment of principal and interest. Revenue
notes are payable only from the revenues derived from a particular facility or
class of facilities or, in some cases, from the proceeds of a special excise or
other specific revenue source. Industrial development bonds which are Municipal
Securities are in most cases revenue bonds and generally do not constitute the
pledge of the credit of the issuer of such bonds.
3
<PAGE>
Examples of Municipal Securities that mature in or have remaining maturities of
397 days or less are short-term tax anticipation notes, bond anticipation notes,
revenue anticipation notes, construction loan notes, pre-refunded municipal
bonds, warrants and tax-free commercial paper.
Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by "Fannie Mae" (the Federal National Mortgage Association)
or "Ginnie Mae" (the Government National Mortgage Association) at the end of the
project construction period. Pre-refunded municipal bonds are bonds which are
not yet refundable, but for which securities have been placed in escrow to
refund an original municipal bond issue when it becomes refundable. Tax-free
commercial paper is an unsecured promissory obligation issued or guaranteed by a
municipal issuer. The Muni Money Fund may purchase other Municipal Securities
similar to the foregoing, which are or may become available, including
securities issued to pre-refund other outstanding obligations of municipal
issuers.
The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.
Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states, and legislation has been introduced to effect changes in public school
finances in some states. In other instances there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law which ultimately could affect the
validity of those Municipal Securities or the tax-free nature of the interest
thereon.
INVESTMENT MANAGER
Investment Manager. Scudder Kemper Investments, Inc. (the "Adviser") 345 Park
Avenue. New York, New York, is the Funds' investment manager. The Adviser is
approximately 70% owned by Zurich Insurance Company, a leading internationally
recognized provider of insurance and financial services in property/casualty and
life insurance, reinsurance and structured financial solutions as well as asset
management. The balance of the Adviser is owned by the Adviser's officers and
employees. Pursuant to an investment management agreement for each Fund, the
Adviser acts as each Fund's investment manager, manages its investments,
administers its business affairs, furnishes office facilities and equipment,
provides clerical and administrative services and permits any of its officers or
employees to serve without compensation as trustees or officers of the Trust if
elected to such positions. The Trust 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 and maintaining all
accounting records related thereto, 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. Trust
expenses generally are allocated between the Funds on the basis of relative net
assets at the time of allocation, except that expenses directly attributable to
a particular Fund are charged to that Fund.
Each investment management agreement provides that the Adviser shall not be
liable for any error of judgment or of law, or for any loss suffered by the
Funds in connection with the
4
<PAGE>
matters to which the agreement relates, except a 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 the agreement.
Each investment management agreement continues in effect from year to year for
each Fund so long as its continuation is approved at least annually by (a) a
majority vote 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
Trust, cast in person at a meeting called for such purpose, and (b) by the
shareholders of each Fund or the Board of Trustees. Each agreement may be
terminated at any time upon 60 days notice by either party, or by a majority
vote of the outstanding shares, and will terminate automatically upon
assignment. Additional Funds may be subject to a different agreement.
Pursuant to the terms of an agreement, Scudder, Stevens & Clark, Inc.
("Scudder") and Zurich Insurance Company ("Zurich") formed a new global
organization by combining Scudder with Zurich Kemper Investments, Inc. ("ZKI"),
a former subsidiary of Zurich and the former investment manager to the Zurich
YieldWise Money Fund and Scudder changed its name to Scudder Kemper Investments,
Inc. As a result of the transaction, Zurich owns approximately 70% of the
Adviser, with the balance owned by the Adviser's officers and employees.
Because the transaction between Scudder and Zurich resulted in the assignment of
the Trust's investment management agreement with ZKI for the Money Fund, the
agreement was deemed to be automatically terminated upon consummation of the
transaction. In anticipation of the transaction, however, a new investment
management agreement between the Trust and the Adviser was approved by the
Trust's Board of Trustees and shareholders. The new investment management
agreement was effective as of December 31, 1997, and will be in effect for an
initial term ending on the same date as would the previous investment management
agreement with ZKI. The Trust's investment management agreement for the Money
Fund is on substantially similar terms as the investment management agreement
terminated by the transaction, except that the Adviser is the new investment
manager to the Fund.
For the services and facilities furnished, each Fund pays a monthly investment
management fee on a graduated basis of 1/12 of the annual rate of .50% of the
first $215 million of average daily net assets of the Fund, .375% of the next
$335 million, .30% of the next $250 million and .25% of the average daily net
assets thereafter . As a result of the fee waiver described in the prospectus
(see "Investment Manager"), for fiscal year 1998 and for the period April 17,
1997 (commencement of operations) to July 31, 1997, the Fund paid an investment
management fee of $_____ and $0, respectively.
Fund Accounting Agent. Scudder Fund Accounting Corporation ("SFAC"), a
subsidiary of the Adviser, is responsible for determining the daily net asset
value per share of the Funds and maintaining all accounting records related
thereto. Currently, SFAC receives no fee for its services to the Funds; however,
subject to Board approval, some time in the future, SFAC may seek payment for
its services under this agreement.
Principal Underwriter. Kemper Distributors, Inc. ("KDI"), an affiliate of the
Adviser, is the principal underwriter for shares of the Funds and acts as agent
of the Funds in the sale of their shares. The Funds pay the cost for the
prospectus and shareholder reports to be set in type and printed for existing
shareholders, and KDI pays for the printing and distribution of copies thereof
used in connection with the offering of shares to prospective investors. KDI
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 Trust are also directors or officers of the
Adviser and KDI as indicated under "Officers and Trustees."
5
<PAGE>
Custodian, Transfer Agent and Shareholder Service Agent. Investors Fiduciary
Trust Company ("IFTC"), 801 Pennsylvania Ave., 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 Funds. They attend to the collection of principal and income, and payment
for and collection of proceeds of securities bought and sold by the Funds. IFTC
is also the Funds' transfer and dividend-paying agent. Pursuant to a services
agreement with IFTC, Kemper Service Company ("KSvC"), an affiliate of the
Adviser, 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 KSvC, annual account fees of a maximum
of $8 per account plus account set-up, transaction, maintenance and
out-of-pocket expense reimbursement. For the fiscal year ended July 31, 1998,
IFTC remitted shareholder service fees in the amount of $_________ to KSvC as
Shareholder Service Agent for the Money Fund.
Independent Auditors and Reports To Shareholders. The Funds' independent
auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606,
audit and report on the Funds' annual financial statements, review certain
regulatory reports and the Funds' federal income tax return, and perform other
professional accounting, auditing, tax and advisory services when engaged to do
so by the Funds. Shareholders will receive annual audited financial statements
and semi-annual unaudited financial statements.
Legal Counsel. Vedder, Price, Kaufman & Kammholz, 222 North LaSalle Street,
Chicago, Illinois 60601, serves as legal counsel to the Funds.
PORTFOLIO TRANSACTIONS
Portfolio transactions are undertaken principally to pursue the objective of
each 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 a Fund depending upon the Adviser's ability to
correctly time and execute such transactions. Since a 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 each Fund's portfolio turnover
rate for reporting purposes should generally be zero.
The primary objective of the Adviser in placing orders for the purchase and sale
of securities for a Fund's portfolio is to obtain the most favorable net results
taking into account such factors as price, commission where applicable, size of
order, difficulty of execution and skill required of the executing
broker/dealer. The Adviser seeks to evaluate the overall reasonableness of
brokerage commissions paid (to the extent applicable) through its familiarity
with commissions charged on comparable transactions, as well as by comparing
commissions paid by a Fund to reported commissions paid by others. The Adviser
reviews on a routine basis commission rates, execution and settlement services
performed, making internal and external comparisons.
When it can be done consistently with the policy of obtaining the most favorable
net results, it is the Adviser's practice to place such orders with
broker/dealers who supply research, market and statistical information to a
Fund. The term "research, market and statistical information" includes advice as
to the value of securities: the advisability of investing in, purchasing or
selling securities; the availability of securities or purchasers or sellers of
securities; and analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts.
The Adviser is authorized when placing portfolio transactions for a Fund to pay
a brokerage commission in excess of that which another broker might charge for
executing the same transaction solely on account of the receipt of research,
market or statistical information. In effecting transactions in over-the-counter
securities, orders
6
<PAGE>
are placed with the principal market makers for the security being traded
unless, after exercising care, it appears that more favorable results are
available elsewhere.
In selecting among firms believed to meet the criteria for handling a particular
transaction, the Adviser may give consideration to those firms that have sold or
are selling shares of a Fund managed by the Adviser.
To the maximum extent feasible, it is expected that the Adviser will place
orders for portfolio transactions through Scudder Investor Services, Inc.
("SIS"), a corporation registered as a broker-dealer and a subsidiary of the
Adviser. SIS will place orders on behalf of the Fund with issuers, underwriters
or other brokers and dealers. SIS will not receive any commission, fee or other
remuneration from the Fund for this service.
Although certain research, market and statistical information from
broker/dealers may be useful to a Fund and to the Adviser, it is the opinion of
the Adviser that such information only supplements its own research effort since
the information must still be analyzed, weighed and reviewed by the Adviser's
staff. Such information may be useful to the Adviser in providing services to
clients other than the Fund and not all such information is used by the Adviser
in connection with the Fund. Conversely, such information provided to the
Adviser by broker/dealers through whom other clients of the Adviser effect
securities transactions may be useful to the Adviser in providing services to a
Fund.
The Board members for a Fund review from time to time whether the recapture for
the benefit of a Fund of some portion of the brokerage commissions or similar
fees paid by a Fund on portfolio transactions is legally permissible and
advisable.
Money market instruments are normally purchased in principal transactions
directly from the issuer or from an underwriter or market maker . There usually
are no brokerage commissions paid by the Fund for such purchases. Purchases from
underwriters will include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving as market makers will include
the spread between the bid and asked prices.
There are normally no brokerage commissions paid by the Funds for such purchases
and [none] were paid by the Trust for the Money Fund since it commenced
operations on April 17, 1997.
PURCHASE AND REDEMPTION OF SHARES
Shares of each Fund are sold at their net asset value next determined after an
order and payment are received in the form described in the Funds' prospectus.
There is no sales charge. The minimum initial investment in any Fund is $25,000
($10,000 for IRAs) and the minimum subsequent investment is $1,000 but such
minimum amounts may be 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 Funds and choose one of the
methods of purchase described in the Funds' 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 a Fund at the applicable net asset value
as described in the Funds' prospectus. A shareholder may elect to use either the
regular or expedited redemption procedures.
The Funds 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
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<PAGE>
period when an emergency exists as a result of which (i) disposal of a Fund's
investments is not reasonably practicable, or (ii) it is not reasonably
practicable for a 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 Funds' shareholders.
Although it is the Trust'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 Trust 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 Trust has elected to be governed by Rule 18f-1 under the
Investment Company Act of 1940 pursuant to which the Trust is obligated to
redeem shares of a 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 same 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 Funds will pay shareholders who redeem their entire accounts
all unpaid dividends at the time of redemption not later than the next dividend
payment date.
Each Fund calculates its dividends based on its daily net investment income. For
this purpose, the net investment income of a Fund consists of (a) accrued
interest income plus or minus amortized discount or premium (excluding market
discount for the Muni Money Fund), (b) plus or minus all short-term realized
gains and losses on portfolio assets and (c) minus accrued expenses allocated to
the Fund. Expenses of the Funds are accrued each day. While each 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 a 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, each 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 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 a 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 a Fund's
$1.00 per share net asset value, or if there were any other deviation that the
Board of Trustees of the Trust 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 a 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 Trust might
temporarily reduce or suspend dividend payments in an effort to maintain the net
asset value at
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$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 a 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 Trust might supplement dividends in an effort to maintain the
net asset value at $1.00 per share.
Taxes. Interest on indebtedness which is incurred to purchase or carry shares of
a mutual fund portfolio which distributes exempt-interest dividends during the
year is not deductible for federal income tax purposes. Further, the Muni Money
Fund may not be an appropriate investment for persons who are `substantial
users' of facilities financed by industrial development bonds held by the Muni
Money Fund or are `related persons' to such users; such persons should consult
their tax advisers before investing in the Muni Money Fund.
The "Superfund Act of 1986" (the "Superfund Act") imposes a separate tax on
corporations at a rate of 0.12 percent of the excess of such corporation's
"modified alternative minimum taxable income" over $2 million. A portion of
tax-exempt interest, including exempt-interest dividends from the Muni Money
Fund, may be includable in modified alternative minimum taxable income.
Corporate shareholders are advised to consult their tax advisers with respect to
the consequences of the Superfund Act.
PERFORMANCE
As reflected in the prospectus, the historical performance calculation for a
Fund may be shown in the form of "yield," "effective yield," "total return,"
"average annual total return" and, for the Muni Money Fund only, "tax equivalent
yield." These various measures of performance are described below. The Adviser
has agreed to temporarily reduce its management fees and absorb other operating
expenses of the Funds to the extent specified in the prospectus. See "Investment
Manager." These fee reductions and expense absorptions will improve the
performance results of the Funds.
Each 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 for each Fund 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 (excluding market discount for the Muni
Money Fund), 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.
Each 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.
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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.
All performance information shown below is for periods ended July 31, 1998.
TO BE UPDATED
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
AATR Since Total Return
Yield Effective Yield AATR Inception Total Return Since Inception
Fund* 7 days 7 days 1 yr. (April 17, 1997) 1 yr. (April 17, 1997)
----- ------ ------ ----- ---------------- ----- ----------------
Money Fund**
------ ------ ------ ------ ------ ------
</TABLE>
* The Government Money Fund and the Muni Money Fund commenced operations
on or about November ___, 1998.
** Without the effect of the fee waiver and expense absorption, these
yields would have been ___% and _____%, respectively and the Total
Return and AATR would have been less.
The tax equivalent yield of the Muni Money Fund is computed by dividing that
portion of the Fund's yield (computed as described above) which is tax-exempt by
(one minus the stated federal income tax rate) and adding the result to that
portion, if any, of the yield of the Fund that is not tax-exempt. For additional
information concerning tax-exempt yields, see "Tax-Exempt versus Taxable Yield"
below.
Each Fund's yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in a 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 a Fund is held, but also on such matters as Fund
expenses.
As indicated in the prospectus (see "Performance"), the performance of the Funds
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. A 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.
Lipper and IBC reported the following results for the Money Fund.
NEEDS TO BE UPDATED
Lipper Analytical Services, Inc. IBC
<TABLE>
<S> <C> <C> <C> <C>
<CAPTION>
Period Ended Money Fund's Ranking vs. Period Ended Money Fund's Average Yield All Taxable
General Money Funds Yield Money Market Funds
- -------- ------------------- -------- ----- ------------------
1 year ______ 1 year ______ ______
3 months ______ 1 month ______ ______
1 month ______ 7 days ______ ______
</TABLE>
As indicated in the prospectus, a 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
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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 Funds 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 Funds are redeemable at the net
asset value (normally, $1.00 per share) next determined after a request is
received.
The table below compares the seven day annualized yields of the Money Fund at
________, 1998 with the rates for money market deposit accounts, interest
bearing checking accounts and 6-month maturity certificates of deposit reported
for ________, 1998 for the BANK RATE MONITOR National Index(TM) for each of the
ten Consolidated Standard Metropolitan Statistical Areas that are covered by
that index and for all areas combined. The information provided below is
historical and is not representative of future performance of any type of bank
product or of any Fund. The rates reported by the BANK RATE MONITOR(TM) are not
necessarily representative of the rates offered by banks outside of the scope of
report. Furthermore, rate information for one area of the country is not
necessarily representative of rates in other areas. The rates provided for the
bank accounts assume no compounding and are for the lowest minimum deposit
required to open an account. Higher rates may be available for large deposits.
NEEDS TO BE UPDATED
<TABLE>
<S> <C> <C> <C> <C> <C>
<CAPTION>
Money Market 6-Month Zurich YieldWise
Deposit Accounts Interest Checking Certificates of Money Fund
Area Stated Rate State Rate Deposit Rate Yield
---- ----------- ---------- ------------ -----
New York...............
------ ------ ------ ------
Los Angeles............
------ ------ ------ ------
Chicago................
------ ------ ------ ------
San Francisco..........
------ ------ ------ ------
Philadelphia...........
------ ------ ------ ------
Detroit................
------ ------ ------ ------
Boston.................
------ ------ ------ ------
Houston................
------ ------ ------ ------
Dallas.................
------ ------ ------ ------
Washington.............
------ ------ ------ ------
NATIONAL INDEX.........
------ ------ ------ ------
</TABLE>
Investors may also want to compare a 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
11
<PAGE>
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. Each Fund's
yield will fluctuate. Also, while each 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.
Tax-Free versus Taxable Yield. You may want to determine which
investment--tax-free or taxable--will provide you with a higher after-tax
return. To determine the taxable equivalent yield, simply divide the yield from
the tax-free investment by the sum of [1 minus your marginal tax rate]. The
tables below are provided for your convenience in making this calculation for
selected tax-free yields and taxable income levels. These yields are presented
for purposes of illustration only and are not representative of any yield that
the Muni Money Fund may generate. Both tables are based upon current law as to
the 1998 federal tax rate schedules.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
Taxable Equivalent Yield Table for Persons Whose Adjusted Gross Income is Under $124,500
Your
Marginal A Tax-Exempt Yield of:
Taxable Income Federal Tax 2% 3% 4% 5% 6% 7%
Single Joint Rate Is Equivalent to a Taxable Yield of:
------ ----- ---- ------------------------------------
$25,350-$61,400 $42,350-$102,300 28.0% 2.78 4.17 5.56 6.94 8.33 9.72
Over $61,400 Over $102,300 31.0 2.90 4.35 5.80 7.25 8.70 10.14
Taxable Equivalent Yield Table for Persons Whose Adjusted Gross Income is Over $124,500*
Your
Marginal A Tax-Exempt Yield of:
Taxable Income Federal Tax 2% 3% 4% 5% 6% 7%
Single Joint Rate Is Equivalent to a Taxable Yield of:
------ ----- ---- ------------------------------------
$61,400-$128,100 $102,300-$155,950 31.9% 2.94 4.41 5.87 7.34 8.81 10.28
$128,100-$278,450 $155,950-$278,450 37.1 3.18 4.77 6.36 7.95 9.54 11.13
Over $278,450 Over $278,450 40.8 3.38 5.07 6.76 8.45 10.14 11.82
</TABLE>
* This table assumes a decrease of $3.00 of itemized deductions for each $100
of adjusted gross income over $121,200. For a married couple with adjusted
gross income between $181,800 and $304,300 (single between $121,200 and
$243,700), add 0.7% to the above Marginal Federal Tax Rate for each personal
and dependency exemption. The taxable equivalent yield is the tax-exempt
yield divided by: 100% minus the adjusted tax rate. For example, if the table
tax rate is 37.1% and you are married with no dependents, the adjusted tax
rate is 38.5% (37.1% + 0.7% + 0.7%). For a tax-exempt yield of 6%, the
taxable equivalent yield is about 9.8% (6% / (100% - 38.5%)).
OFFICERS AND TRUSTEES
The officers and trustees of the Trust, their birthdates, their principal
occupations and their affiliations, if any, with the Adviser and KDI, the
principal underwriter, or their affiliates, are as follows:
DAVID W. BELIN (6/20/28), Trustee, 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, 16410 Avila Boulevard, Tampa, Florida;
Retired; formerly, Partner, Business Resources Group; formerly, Executive Vice
President, Anchor Glass Container Corporation.
DONALD L. DUNAWAY (3/8/37), Trustee, 7515 Pelican Bay Boulevard, Naples,
Florida; Retired; formerly, Executive Vice President, A. O. Smith Corporation
(diversified manufacturer).
12
<PAGE>
ROBERT B. HOFFMAN (12/11/36), Trustee, 800 North Lindbergh Boulevard, St. Louis,
Missouri; Vice Chairman and Chief Financial Officer, Monsanto Company
(agricultural, pharmaceutical and nutritional/food products); formerly, Vice
President, Head of International Operations FMC Corporation (manufacturer of
machinery and chemicals).
DONALD R. JONES (1/17/30), Trustee, 182 Old Wick Lane, Inverness, Illinois;
Retired; Director, Motorola, Inc. (manufacturer of electronic equipment and
components); formerly, Executive Vice President and Chief Financial Officer,
Motorola, Inc.
SHIRLEY D. PETERSON (9/3/41), Trustee, 401 Rosemont Avenue, Frederick, Maryland;
President, Hood College; formerly, partner, Steptoe & Johnson (attorneys); prior
thereto, Commissioner , Internal Revenue Service; prior thereto, Assistant
Attorney General, U.S. Department of Justice; Director, Bethlehem Steel Corp.
DANIEL PIERCE (3/18/34), Chairman and Trustee*, Two International Place, Boston,
Massachusetts; Managing Director, Adviser; Director, Fiduciary Trust Company and
Fiduciary Company Incorporated.
WILLIAM P. SOMMERS (7/22/33), Trustee, 333 Ravenswood Avenue, Menlo Park,
California; President and Chief Executive Officer, SRI International (research
and development); formerly, 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.
EDMOND D. VILLANI (3/4/47), Trustee*, 345 Park Avenue, New York, New York;
President, Chief Executive Officer and Managing Director, Adviser.
MARK S. CASADY (9/21/60), President*, 345 Park Avenue, New York, New York;
Managing Director, Adviser; formerly, Institutional Sales Manager of an
unaffiliated mutual fund distributor.
PHILIP J. COLLORA (11/15/45), Vice President and Secretary*, 222 South Riverside
Plaza, Chicago, Illinois; Senior Vice President, Adviser.
THOMAS W. LITTAUER (4/26/55), Vice President*, Two International Place, Boston,
Massachusetts; Managing Director, Adviser; formerly, Head of Broker Dealer
Division of an unaffiliated investment management firm during 1997; prior
thereto, President of Client Management Services of an unaffiliated investment
management firm from 1991 to 1996.
ANN M. McCREARY (11/6/56), Vice President*, 345 Park Avenue, New York, New York;
Managing Director, Adviser.
ROBERT C. PECK, JR. (10/1/46), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Adviser; formerly, Executive Vice
President and Chief Investment Officer with an unaffiliated investment
management firm from 1988 to June 1997.
KATHRYN L. QUIRK (12/3/52), Vice President*, 345 Park Avenue, New York, New
York; Managing Director, Adviser.
FRANK J. RACHWALSKI, JR. (3/26/45), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Adviser.
LINDA J. WONDRACK (9/12/64), Vice President*, Two International Place, Boston,
Massachusetts; Senior Vice President, Adviser.
13
<PAGE>
JOHN R. HEBBLE (6/27/58), Treasurer*, Two International Place, Boston,
Massachusetts; Senior Vice President , Adviser.
CAROLINE PEARSON (4/1/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Senior Vice President, Adviser; formerly, Associate,
Dechert Price & Rhoads (law firm) 1989 to 1997.
MAUREEN E. KANE (2/14/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Vice President, Adviser; formerly, Assistant Vice
President of an unaffiliated investment management firm; prior thereto,
Associate Staff Attorney of an unaffiliated investment management firm;
Associate, Peabody & Arnold (law firm).
ELIZABETH C. WERTH (10/1/47), Assistant Secretary*, 222 South Riverside Plaza,
Chicago, Illinois; Vice President, Adviser and KDI.
* Interested persons of the Funds 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 Funds. The table below shows amounts paid or
accrued to those trustees who are not designated "interested persons" during the
Trust's 1998 fiscal year except that the information in the last column is for
calendar year 1997.
TO BE UPDATED
<TABLE>
<S> <C> <C> <C>
<CAPTION>
Aggregate Total Compensation Adviser-
Compensation From Managed Funds Paid to
Name of Trustee Trust Trustees**
- ------------------------------------------------------------------------------------------------------------
David W. Belin*.................................. -- $168,100
Lewis A. Burnham................................. -- 117,800
Donald L. Dunaway*............................... -- 162,100
Robert B. Hoffman................................ -- 109,400
Donald R. Jones.................................. -- 114,200
Shirley D. Peterson.............................. -- 114,000
William P. Sommers............................... -- 109,400
</TABLE>
* Includes deferred fees and interest thereon pursuant to deferred
compensation agreements with Scudder Kemper Investments, Inc. - Managed
Funds. Deferred amounts accrue interest monthly at a rate equal to the
yield of Zurich Money Funds--Zurich Money Market Fund. Total deferred
fees and interest accrued for the latest and all prior fiscal years for
the Trust are $________ for Mr. Belin and $__________ for Mr. Dunaway.
** Includes compensation for service during 1997 on the Boards of 26
Kemper Funds with 43 fund portfolios. Each trustee currently serves as
a trustee of 26 Kemper Funds and 50 fund portfolios. Total compensation
does not reflect amounts paid by Scudder Kemper to the trustees for
meetings regarding the combination of Scudder and ZKI. Such amounts
total $21,900, $25,400, $21,900, $17,300, $20,800, $24,200 and $21,900
for Messrs. Belin, Burnham, Dunaway, Hoffman, and Jones, Ms. Peterson
and Mr. Sommers.
As of __________, 1998, the trustees and officers as a group owned less than 1%
of the then outstanding shares of each Fund and no person owned of record more
than 5% of the outstanding shares of any Fund.
14
<PAGE>
SPECIAL FEATURES
Automatic Withdrawal Plan. If you own $10,000 or more of a 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 Funds. The
minimum automatic withdrawal amount is $1,000 and the shareholder will be
charged a $5.00 fee for each withdrawal.
o 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:
o Traditional, Roth and Education 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.
o 403(b) Custodial Accounts also with IFTC as custodian. This type of
plan is available to employees of most non-profit organizations.
o 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 Trust generally is not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust of the Trust ("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 Trust 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 Trust or any 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 Trust, or any registration of the
Trust 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 Trust 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.
15
<PAGE>
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 Trust 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
Trust 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 Trust 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 Trust 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 Trust or any Fund 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
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust 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 the Adviser remote and
not material since it is limited to circumstances in which a disclaimer is
inoperative and the Trust itself is unable to meet its obligations.
16
<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.
MIG-1 and MIG-2 Municipal Notes
Moody's ratings for state and municipal notes and other short-term loans will be
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower are uppermost in importance in
short-term borrowing, while various factors of the first importance in bond risk
are of lesser importance in the short run. Loans designated MIG-1 are of the
best quality, enjoying strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market for
refinancing, or both. Loans designated MIG-2 are of high quality, with margins
of protection ample although not so large as in the preceding group.
STANDARD & POOR'S CORPORATION BOND RATINGS
AAA. This is the highest rating assigned by Standard & Poor's Corporation to a
debt obligation and indicates an extremely strong capacity to pay principal and
interest.
17
<PAGE>
AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.
A. Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
MOODY'S INVESTORS SERVICE, INC. BOND RATINGS
Aaa. Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa. Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.
A. Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
DUFF & PHELP'S INC. BOND RATINGS
AAA. Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA. High credit quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic conditions.
FITCH INVESTORS SERVICE, INC. BOND RATINGS
AAA. Highest credit quality. This rating denotes the lowest degree of credit
risk.
AA. Very high credit quality. This rating denotes a very low expectation of
credit risk.
18
<PAGE>
ZURICH YIELDWISE MONEY FUND
PART C.
OTHER INFORMATION
<TABLE>
<CAPTION>
Item 24. Financial Statements and Exhibits
(a) The financial statements to be included in Parts A and B of the Registration Statement will be filed by
Amendment.
(b) Exhibits
<S> <C> <C>
99.B1(a) Agreement and Declaration of Trust.(1)
99.B1(b) Written Instrument Amending the Agreement and Declaration of Trust.(1)
99.B1(c) Written Instrument Amending the Agreement and Declaration of Trust.(1)
99.B2 By-Laws.(2)
99.B3 Inapplicable.
99.B4(a) Text of Share Certificate.(2)
99.B7 Inapplicable.
99.B8 Custody Agreement.(2)
99.B9(a) Agency Agreement.(2)
99.B10 Inapplicable.
99.B12 Inapplicable.
99.B13 Inapplicable.
99.B14 Inapplicable.
99.B15 Inapplicable.
99.B16 Inapplicable.
99.B18 Inapplicable.
99.B24 Inapplicable.
(1) Incorporated herein by reference to Registrant's Registration Statement on Form N-1A filed on February
5, 1997.
(2) Incorporated herein by reference to Registrant's Registration Statement on Form N-1A filed on March 28,
1997.
To be filed by amendment:
99.B1(d) Written Instrument Amending the Agreement and Declaration of Trust.
99.B4(b) Written Instrument Establishing a Designation of New Series.
99.B5(a) Investment Management Agreement for Zurich YieldWise Money Fund.
99.B5(b) Investment Management Agreement for Zurich YieldWise Government Money Fund.
99.B5(c) Investment Management Agreement for Zurich YieldWise Municipal Money Fund.
99.B6 Underwriting Agreement.
99.B9(b) Fund Accounting Agreements.
99.B11 Report and Consent of Independent Auditors.
27 Financial Data Schedule.
Item 25. Persons Controlled by or Under Common Control with Registrant
Not applicable.
Item 26. Number of Holders of Securities
4
<PAGE>
As of October 28, 1998 there were 8,251 holders 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.
On June 26, 1997, Zurich Insurance Company ("Zurich"), ZKI Holding Corp. ("ZKIH"), Zurich Kemper Investments,
Inc. ("ZKI"), Scudder, Stevens & Clark, Inc. ("Scudder") and the representatives of the beneficial owners of the capital
stock of Scudder ("Scudder Representatives") entered into a transaction agreement ("Transaction Agreement") pursuant to
which Zurich became the majority stockholder in Scudder with an approximately 70% interest, and ZKI was combined with
Scudder ("Transaction"). In connection with the trustees' evaluation of the Transaction, Zurich agreed to indemnify the
Registrant and the trustees who were not interested persons of ZKI or Scudder (the "Independent Trustees") for and
against any liability and expenses based upon any action or omission by the Independent Trustees in connection with their
consideration of and action with respect to the Transaction. In addition, Scudder has agreed to indemnify the Registrant
and the Independent Trustees for and against any liability and expenses based upon any misstatements or omissions by
Scudder to the Independent Trustees in connection with their consideration of the Transaction.
Item 28. Business or Other Connections of Investment Adviser
Scudder Kemper Investments, Inc. has stockholders and employees who are denominated officers but do not as such
have corporation-wide responsibilities. Such persons are not considered officers for the purpose of this Item 28.
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
Stephen R. Beckwith Treasurer and Chief Financial Officer, Scudder Kemper Investments, Inc.**
Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Lynn S. Birdsong Director and Vice President, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark (Luxembourg) S.A.#
5
<PAGE>
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, ZKI Holding Corporation xx
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Chairman of the Board, Zurich Holding Company of America o
Director, ZKI Holding Corporation xx
Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Senior Vice President & Assistant Clerk, Scudder Investor Services, Inc.*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc.***
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. x
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation oo
Director and Secretary, SFA, Inc.*
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President and Secretary, Scudder Brokerage Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd.+
Cornelia M. Small Director and Vice President, Scudder Kemper Investments, Inc.**
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc.###
President and Director, Scudder, Stevens & Clark Overseas Corporation oo
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc.x
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
*** Toronto, Ontario, Canada
xxx Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
o Zurich Towers, 1400 American Ln., Schaumburg, IL
6
<PAGE>
+ P.O. Box 309, Upland House, S. Church St., Grand Cayman, British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
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 Funds.
(b) Information on the officers and directors of Kemper Distributors, Inc., principal underwriter for the
Registrant is set forth below. The principal business address is 222 South Riverside Plaza, Chicago, Illinois 60606.
(1) (2) (3)
Position and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
James L. Greenawalt President None
Thomas W. Littauer Director, Chief Executive Officer Vice President
Kathryn L. Quirk Director, Secretary, Chief Legal Vice President
Officer & Vice President
James J. McGovern Chief Financial Officer & Vice None
President
Linda J. Wondrack Vice President & Chief Compliance None
Officer
Paula Gaccione Vice President None
Michael E. Harrington Vice President None
Robert A. Rudell Vice President None
William M. Thomas Vice President None
Elizabeth C. Werth Vice President Assistant Secretary
Todd N. Gierke Assistant Treasurer None
Philip J. Collora Assistant Secretary Vice President and
Secretary
Paul J. Elmlinger Assistant Secretary None
Diane E. Ratekin Assistant Secretary None
Daniel Pierce Director, Chairman Trustee
Mark S. Casady Director, Vice Chairman President
Stephen R. Beckwith Director None
</TABLE>
7
<PAGE>
(c) Not applicable
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, Scudder Kemper
Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, at the
offices of the Registrant's principal underwriter, Kemper Distributors, Inc.,
222 South Riverside Plaza, Chicago, Illinois 60606 or, in the case of records
concerning custodial functions, at the offices of the custodian, Investors
Fiduciary Trust Company ("IFTC"), 801 Pennsylvania Avenue, 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) Not applicable.
(c) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
8
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
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 27th day
of October, 1998.
Zurich YieldWise Money Fund
By /s/Mark S. Casady
-----------------------
Mark S. Casady, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on October 27, 1998 on behalf of
the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/Daniel Pierce October 27, 1998
- --------------------------------------
Daniel Pierce* Chairman and Trustee
/s/David W. Belin October 27, 1998
- --------------------------------------
David W. Belin* Trustee
/s/Lewis A. Burnham October 27, 1998
- --------------------------------------
Lewis A. Burnham* Trustee
/s/Donald L. Dunaway October 27, 1998
- --------------------------------------
Donald L. Dunaway* Trustee
/s/Robert B. Hoffman October 27, 1998
- --------------------------------------
Robert B. Hoffman* Trustee
/s/Donald R. Jones October 27, 1998
- --------------------------------------
Donald R. Jones* Trustee
/s/Shirley D. Peterson October 27, 1998
- --------------------------------------
Shirley D. Peterson* Trustee
/s/William P. Sommers October 27, 1998
- --------------------------------------
William P. Sommers* Trustee
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/Edmond D. Villani October 27, 1998
- --------------------------------------
Edmond D. Villani* Trustee
/s/John R. Hebble October 27, 1998
- --------------------------------------
John R. Hebble Treasurer (Principal Financial and
Accounting Officer)
</TABLE>
*By: /s/Philip J. Collora
--------------------
Philip J. Collora**
** Philip J. Collora signs this document
pursuant to powers of attorney filed on
August 18, 1998 in Post-Effective
Amendment No. 2 to the Registration
Statement on Form N-1A of Zurich
YieldWise Money Fund.
2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits
<S> <C> <C>
99.B1(a) Agreement and Declaration of Trust.(1)
99.B1(b) Written Instrument Amending the Agreement and Declaration of Trust.(1)
99.B1(c) Written Instrument Amending the Agreement and Declaration of Trust.(1)
99.B2 By-Laws.(2)
99.B3 Inapplicable.
99.B4(a) Text of Share Certificate.(2)
99.B7 Inapplicable.
99.B8 Custody Agreement.(2)
99.B9 Agency Agreement.(2)
99.B10 Inapplicable.
99.B12 Inapplicable.
99.B13 Inapplicable.
99.B14 Inapplicable.
99.B15 Inapplicable.
99.B16 Inapplicable.
99.B18 Inapplicable.
99.B24 Inapplicable.
(1) Incorporated herein by reference to Registrant's Registration Statement on Form N-1A filed on
February 5, 1997.
(2) Incorporated herein by reference to Registrant's Registration Statement on Form N-1A filed on March
28, 1997.
To be filed by amendment:
99.B1(d) Written Instrument Amending the Agreement and Declaration of Trust.
99.B4(b) Written Instrument Establishing a Designation of New Series.
99.B5(a) Investment Management Agreement for Zurich YieldWise Money Fund.
99.B5(b) Investment Management Agreement for Zurich YieldWise Government Money Fund.
99.B5(c) nvestment Management Agreement for Zurich YieldWise Municipal Money Fund.
99.B6 Underwriting Agreement.
99.B11 Report and Consent of Independent Auditors.
27 Financial Data Schedule.
</TABLE>
