ZURICH MONEY FUNDS
485BPOS, 2000-11-30
Previous: KEMPER INCOME & CAPITAL PRESERVATION FUND INC, 497, 2000-11-30
Next: ZURICH MONEY FUNDS, 485BPOS, EX-99.I, 2000-11-30



             As filed with the Securities and Exchange Commission on
                                November 30, 2000


                                              1933 Act Registration No. 2-51992
                                              1940 Act Registration No. 811-2527

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-1A

       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

       Pre-Effective Amendment No.
                                  ----------

       Post-Effective Amendment No.     50
                                   -----------
                                       And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

       Amendment No.     50
                     ---------

                               ZURICH MONEY FUNDS
                               ------------------
                       (Formerly named Kemper Money Funds)
               (Exact name of Registrant as Specified in Charter)

               222 South Riverside Plaza, Chicago, Illinois 60606
               -------------------------------------------- -----
               (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 Money Funds                       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)
           --------
              X     on December 1, 2000 pursuant to paragraph (b)
           --------
                    60 days after filing pursuant to paragraph (a)(1)
           --------
                    on (date) pursuant to paragraph (a)(1)
           --------
                    75 days after filing pursuant to paragraph (a)(2)
           --------
                    on (date) pursuant to paragraph (a)(2) of Rule 485
           --------



<PAGE>
[LOGO] ZURICH

Zurich Money Funds

prospectus

December 1, 2000


Zurich Money Market Fund

Zurich Government
Money Fund

Zurich Tax-Free Money Fund


As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offence for anyone to
inform you otherwise.


<PAGE>

table of contents

                  how the funds work

                2 Zurich Money Market Fund
                7 Zurich Government Money Fund
               11 Zurich Tax-Free Money Fund
               15 Other Policies And Risks
               16 Who Manages the Funds
               18 Financial Highlights

                  how to invest in the funds

               22 How to Buy Shares
               24 How to Sell Shares
               25 Policies You Should Know About
               32 Understanding Distributions and Taxes
<PAGE>

how the funds work


                  These funds are money market funds, meaning that they seek to
                  maintain a stable $1.00 share price to preserve the value of
                  your investment.

                  Each fund takes its own approach to money market investing.
                  Zurich Money Market Fund emphasizes yield through a more
                  diverse universe of investments, while Zurich Government Money
                  Fund emphasizes government securities. Zurich Tax-Free Money
                  Fund invests for income that is free from federal income
                  taxes.

                  Remember that money funds are investments, not bank deposits.
                  They're not insured or guaranteed by the FDIC or any other
                  government agency. Their $1.00 share prices aren't guaranteed,
                  so be aware that you could lose money.
<PAGE>

                                                          TICKER SYMBOL  o KMMXX

Zurich Money Market Fund

         The fund seeks maximum current income to the extent consistent with
         stability of principal.

         Investment Approach

         The fund pursues its goal by investing exclusively in high quality
         short-term securities, as well as repurchase agreements that are backed
         by these securities.


         The fund may buy securities from many types of issuers, including the
         U.S. government and corporations. The fund may invest in obligations of
         foreign banks, and may invest more than 25% of total assets in
         obligations of U.S. banks. However, everything the fund buys must meet
         the rules for money market fund investments (see sidebar). In addition,
         the fund currently intends to buy securities that are in the top credit
         grade for short-term securities and securities whose remaining
         maturities are no more than 397 days.


         Working in conjunction with credit analysts, the portfolio managers
         screen potential securities and develop a list of those that the fund
         may buy. The managers then decide which securities on this list to buy,
         looking for attractive yield and weighing considerations such as credit
         quality, economic outlook and possible interest rate movements. The
         managers may adjust the fund's exposure to interest rate risk,
         typically seeking to take advantage of possible rises in interest rates
         and to preserve yield when interest rates appear likely to fall.

THE ORIGINAL DOCUMENT CONTAINS A SIDEBAR HERE:
--------------------------------------------------------------------------------
         Money Fund Rules

         To be called a money market fund, a mutual fund must operate within
         strict federal rules. Designed to help maintain a stable $1.00 share
         price, these rules limit money funds to particular types of securities
         and strategies. Some of these rules:

         o individual securities must have remaining maturities of no more than
         397 days

         o the dollar-weighted average maturity of the fund's holdings cannot
         exceed 90 days

         o all securities must be in the top two credit grades for short-term
         securities and be denominated in U.S. dollars
--------------------------------------------------------------------------------


                                       2  Zurich Money Market Fund


<PAGE>


[ICON]   This fund, a broadly diversified money fund with an equal emphasis on
         credit quality, yield and stability, could serve investors who want a
         versatile money fund that's suited to a range of purposes.


         Main Risks To Investors

         Money market funds are generally considered to have lower risks than
         other types of mutual funds. Even so, there are several risk factors
         that could reduce the yield you get from the fund or make it perform
         less well than other investments. Although the fund seeks to preserve
         the value of your investment at $1.00 per share, you could lose money
         by investing in the fund.

         As with most money market funds, the most important factor affecting
         the fund's performance is short-term market interest rates. The fund's
         yield tends to reflect current interest rates, which means that when
         these rates fall, the fund's yield generally falls as well.


         A second factor is credit quality. If a portfolio security declines in
         credit quality or goes into default, it could hurt the fund's
         performance. To the extent that the fund emphasizes certain sectors of
         the short-term securities market, the fund increases its exposure to
         factors affecting these sectors. For example, banks' repayment
         abilities could be compromised by broad economic declines or sharp
         rises in interest rates. Investments by the fund in Eurodollar
         certificates of deposit issued by London branches of U.S. banks, and
         different obligations issued by foreign entities, including U.S.
         branches of foreign banks, involve additional risks than investments in
         securities of domestic branches of U.S. banks. These risks include, but
         are not limited to, future unfavorable political and economic
         developments, possible withholding taxes on interest payments, seizure
         of foreign deposits, currency controls, or 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.



                                       3  Zurich Money Market Fund


<PAGE>

                  Other factors that could affect performance include:

                  o the managers could be incorrect in their analysis of
                  interest rate trends, credit quality or other matters

                  o the counterparty to a repurchase agreement or other
                  transaction could default on its obligations

                  o over time, the real value of the fund's yield may be eroded
                  by inflation

                                       4  Zurich Money Market Fund
<PAGE>


The Fund's Track Record

THE ORIGINAL DOCUMENT CONTAINS A SIDEBAR HERE:
--------------------------------------------------------------------------------
The bar chart shows how the fund's total returns have varied from year to year,
which may give some idea of risk. The table shows how the fund's returns over
different periods average out.

All figures on this page assume reinvestment of dividents and distributions. As
always, past performance is no guarantee of future results.
--------------------------------------------------------------------------------


                  Zurich Money Market Fund

                  ANNUAL TOTAL RETURNS (%)
                  --------------------------------------------------------------
                  as of 12/31 each year
<TABLE>
                  <S>       <C>


                  8.21      '90
                  6.01      '91
                  3.49      '92
                  2.89      '93
                  3.99      '94
                  5.67      '95
                  5.23      '96
                  5.36      '97
                  5.27      '98
                  4.97      '99
</TABLE>


                  Best quarter: 2.01%, Q2 1990
                  Worst quarter: 0.69%, Q2 1993
                  YTD total return: 4.58% as of 9/30/2000




                  AVERAGE ANNUAL TOTAL RETURNS (%)
                  --------------------------------------------------------------
                  as of 12/31/1999
<TABLE>
                   <S>          <C>          <C>          <C>

                                                          Since
                   1 Year       5 Years      10 Years     inception*
                  --------------------------------------------------------------
                   4.97         5.30         5.10         7.57
</TABLE>


                  * Inception: 11/25/1974


[ICON]   To find out the Fund's current seven-day yield, call 1-800-537-6001 or
         visit the Zurich Funds Web site at www.zurichfunds.com.

                                       5  Zurich Money Market Fund

<PAGE>



How Much Investors Pay

THE ORIGINAL DOCUMENT CONTAINS A SIDEBAR HERE:
--------------------------------------------------------------------------------
This is no-load fund. It has no sales charges or other shareholder fees. The
fund does have annual operating expenses, and as a shareholder you pay them
indirectly.
--------------------------------------------------------------------------------



                  Zurich Money Market Fund

                  FEE TABLE
                  --------------------------------------------------------------
<TABLE>
                  <S>                                           <C>
                  Shareholder Fees (%)
                  (paid directly from your investment)          None
                  --------------------------------------------------------------

                  Annual Operating Expenses (%)
                  (deducted from fund assets)
                  --------------------------------------------------------------
                  Management Fee                                 0.27
                  --------------------------------------------------------------
                  Distribution (12b-1) Fee                       None
                  --------------------------------------------------------------
                  Other Expenses*                                0.17
                  --------------------------------------------------------------
                  Total Annual Operating Expenses               0.44
</TABLE>


                  * Includes costs of shareholder servicing, custody and similar
                  expenses, which may vary with fund size and other factors.


                  EXAMPLE
                  --------------------------------------------------------------

                  Based on the figures above, this example helps you compare the
                  fund's expenses to those of other mutual funds. The example
                  assumes the expenses above remain the same, that you invested
                  $10,000, earned 5% annual returns, reinvested all dividends
                  and distributions and sold your shares at the end of each
                  period. This is only an example; actual expenses will be
                  different.

<TABLE>
                  <S>          <C>          <C>          <C>

                  1 Year       3 Years      5 Years      10 Years
                  --------------------------------------------------------------
                  $45          $141         $246         $555
</TABLE>





                                       6  Zurich Money Market Fund

<PAGE>
                                                           TICKER SYMBOL o KEGXX
Zurich Government Money Fund

         The fund seeks maximum current income to the extent consistent with
         stability of principal.

         Investment Approach

         The fund pursues its goal by investing exclusively in:

         o short-term securities that are issued or guaranteed by the U.S.
         government or its agencies or instrumentalities

         o repurchase agreements backed by these securities


         The securities the fund may buy range from U.S. Treasury obligations,
         which are backed by the full faith and credit of the U.S. government,
         to securities of issuers such as the Federal Home Loan Bank that carry
         no government guarantees. Everything the fund buys must meet the rules
         for money market fund investments (see sidebar). In addition, the fund
         currently intends to buy securities that are in the top credit grade
         for short-term securities and securities whose remaining maturities are
         no more than 397 days.


         Working in conjunction with credit analysts, the portfolio managers
         screen potential securities and develop a list of those that the fund
         may buy. The managers then decide which securities on this list to buy,
         looking for attractive yield and weighing considerations such as
         economic outlook and possible interest rate movements. The managers may
         adjust the fund's exposure to interest rate risk, typically seeking to
         take advantage of possible rises in interest rates and to preserve
         yield when interest rates appear likely to fall.

THE ORIGINAL DOCUMENT CONTAINS A SIDEBAR HERE:
--------------------------------------------------------------------------------
         Money Fund Rules

         To be called a money market fund, a mutual fund must operate within
         strict federal rules. Designed to help maintain a stable $1.00 share
         price, these rules limit money funds to particular types of securities
         and strategies. Some of the rules:

         o individual securities must have remaining maturities of no more than
         397 days

         o the dollar-weighted average maturity of the fund's holdings cannot
         exceed 90 days

         o all securities must be in the top two credit grades for short-term
         securities and be denominated in U.S. dollars
--------------------------------------------------------------------------------




                                       7  Zurich Government Money Fund

<PAGE>


[ICON]   Investors whose primary concerns are credit quality, liquidity and
         stability may want to consider this fund.


         Main Risks To Investors

         Money market funds are generally considered to have lower risks than
         other types of mutual funds. Even so, there are several risk factors
         that could reduce the yield you get from the fund or make it perform
         less well than other investments. Although the fund seeks to preserve
         the value of your investment at $1.00 per share, you could lose money
         by investing in the fund.

         As with most money market funds, the most important factor affecting
         the fund's performance is short-term market interest rates. The fund's
         yield tends to reflect current interest rates, which means that when
         these rates fall, the fund's yield generally falls as well.

         A second factor is credit quality. If a portfolio security declines in
         credit quality or goes into default, it could hurt the fund's
         performance. While the risk of default is generally considered remote
         for any securities guaranteed by the U.S. government, not all of the
         fund's securities carry this guarantee; some are guaranteed only by the
         agency or instrumentality that issues them. Also, bear in mind that any
         guarantees on securities the fund owns do not extend to shares of the
         fund itself.

         Because of the fund's high credit standards, its yield may be lower
         than the yields of money funds that don't limit their investments to
         U.S. government and agency securities.

         Other factors that could affect performance include:

         o the managers could be incorrect in their analysis of interest rate
         trends, credit quality or other matters

         o the counterparty to a repurchase agreement or other transaction could
         default on its obligations

         o over time, the real value of the fund's yield may be eroded by
         inflation


                                       8  Zurich Government Money Fund

<PAGE>

The Fund's Track Record

THE ORIGINAL DOCUMENT CONTAINS A SIDEBAR HERE:
--------------------------------------------------------------------------------
         The bar chart shows how the fund's total returns have varied from year
         to year, which may give some idea of risk. The table shows how the
         fund's returns over different periods average out.

         All figures on this page assume reinvestment of dividends and
         distributions. As always, past performance is no guarantee of future
         results.
--------------------------------------------------------------------------------


         Zurich Government Money Fund

         ANNUAL TOTAL RETURNS (%)
         -----------------------------------------------------------------------
         as of 12/31 each year
<TABLE>
         <S>      <C>

         8.11     '90
         5.86     '91
         3.57     '92
         2.92     '93
         3.97     '94
         5.71     '95
         5.21     '96
         5.32     '97
         5.18     '98
         4.80     '99

</TABLE>



         Best quarter:     2.00%, Q2 1990
         Worst quarter:    0.71%, Q2 1993 and Q3 1993
         YTD total return: 4.50% as of 9/30/2000


         AVERAGE ANNUAL TOTAL RETURNS (%)
         -----------------------------------------------------------------------
         as of 12/31/1999
<TABLE>
         <S>          <C>          <C>          <C>
                                                Since
         1 Year       5 Years      10 Years     inception*
         -----------------------------------------------------------------------
         4.80         5.24         5.05         6.48
</TABLE>

                             * Inception: 11/30/1981


[ICON]   To find out the fund's current seven-day yield, call 1-800-537-6001 or
         visit the Zurich Funds Web site at www.zurichfunds.com.


                                       9  Zurich Government Money Fund

<PAGE>

How Much Investors Pay

THE ORIGINAL DOCUMENT CONTAINS A SIDEBAR HERE:
--------------------------------------------------------------------------------
         This is a no-load fund. It has no sales charges or other shareholder
         fees. The fund does have annual operating expenses, and as a
         shareholder you pay them indirectly.
--------------------------------------------------------------------------------

Zurich Government Money Fund



         FEE TABLE
         -----------------------------------------------------------------------
<TABLE>
         <S>                                         <C>

         Shareholder Fees (%)
         (paid directly from your investment)        None
         -----------------------------------------------------------------------
         Annual Operating Expenses (%)
         (deducted from fund assets)
         -----------------------------------------------------------------------
         Management Fee                              0.27
         -----------------------------------------------------------------------
         Distribution (12b-1) Fee                    None
         -----------------------------------------------------------------------
         Other Expenses*                             0.16
         -----------------------------------------------------------------------
         Total Annual Operating Expenses             0.43
</TABLE>


         * Includes costs of shareholder servicing, custody and similar
         expenses, which may vary with fund size and other factors.


         EXAMPLE
         -----------------------------------------------------------------------
         Based on the figures above, this example helps you compare the fund's
         expenses to those of other mutual funds. The example assumes the
         expenses above remain the same, that you invested $10,000, earned 5%
         annual returns, reinvested all dividends and distributions and sold
         your shares at the end of each period. This is only an example; actual
         expenses will be different.
<TABLE>
         <S>          <C>          <C>          <C>

         1 Year       3 Years      5 Years      10 Years
         -----------------------------------------------------------------------
         $44          $138         $241         $542

</TABLE>



                                       10  Zurich Government Money Fund

<PAGE>
                                                           TICKER SYMBOL o KXMXX

Zurich Tax-Free Money Fund

         The fund seeks maximum current income that is exempt from federal
         income taxes to the extent consistent with stability of principal.

         Investment Approach


         The fund pursues its goal by normally investing at least 80% of total
         assets in high quality short-term municipal securities. The income from
         these securities is free from regular federal income tax and from
         alternative minimum tax (AMT). The fund may buy many types of municipal
         securities, including industrial development bonds. The fund may invest
         more than 25% of its total assets in industrial development bonds.
         However, everything the fund buys must meet the rules for money market
         fund investments (see sidebar). In addition, the fund currently intends
         to buy securities that are in the top credit grade for short-term
         securities.


         Working in conjunction with credit analysts, the portfolio managers
         screen potential securities and develop a list of those that the fund
         may buy. The managers then decide which securities on this list to buy,
         looking for attractive yield and weighing considerations such as credit
         quality, economic outlook and possible interest rate movements. The
         managers may adjust the fund's exposure to interest rate risk,
         typically seeking to take advantage of possible rises in interest rates
         and to preserve yield when interest rates appear likely to fall.

THE ORIGINAL DOCUMENT CONTAINS A SIDEBAR HERE:
--------------------------------------------------------------------------------
         Money Fund Rules

         To be called a money market fund, a mutual fund must operate within
         strict federal rules. Designed to help maintain a stable $1.00 share
         price, these rules limit money funds to particular types of securities
         and strategies. Some of the rules:

         o individual securities must have remaining maturities of no more than
         397 days

         o the dollar-weighted average maturity of the fund's holdings cannot
         exceed 90 days

         o all securities must be in the top two credit grades for short-term
         securities and be denominated in U.S. dollars
--------------------------------------------------------------------------------



                                       11  Zurich Tax-Free Money Fund

<PAGE>


[ICON]   This fund is designed for investors in a moderate to high tax bracket
         who are looking for federally tax-free income along with the liquidity
         and stability that a money fund is designed to offer.


         Main Risks To Investors

         Money market funds are generally considered to have lower risks than
         other types of mutual funds. Even so, there are several risk factors
         that could reduce the yield you get from the fund or make it perform
         less well than other investments. Although the fund seeks to preserve
         the value of your investment at $1.00 per share, you could lose money
         by investing in the fund.

         As with most money market funds, the most important factor affecting
         the fund's performance is short-term market interest rates. The fund's
         yield tends to reflect current interest rates, which means that when
         these rates fall, the fund's yield generally falls as well.

         A second factor is credit quality. If a portfolio security declines in
         credit quality or goes into default, it could hurt the fund's
         performance. To the extent that the fund emphasizes certain geographic
         regions or sectors of the short-term securities market, the fund
         increases its exposure to factors affecting these regions or sectors.
         For example, industrial development bonds are typically backed by
         revenues from a given facility and by the credit of a private company,
         but are not backed by the taxing power of a municipality.

         Other factors that could affect performance include:

         o the managers could be incorrect in their analysis of interest rate
         trends, credit quality or other matters

         o political or legal actions could change the way the fund's dividends
         are taxed

         o the municipal securities market is narrower and less liquid, with
         fewer investors, issuers and market makers than the taxable securities
         market

         o over time, the real value of the fund's yield may be eroded by
         inflation


                                       12  Zurich Tax-Free Money Fund


<PAGE>



The Fund's Track Record

THE ORIGINAL DOCUMENT CONTAINS A SIDEBAR HERE:
--------------------------------------------------------------------------------
         The bar chart shows how the fund's total returns have varied from year
         to year, which may give some idea of risk. The table shows how the
         fund's returns over different periods average out.

         All figures on this page assume reinvestment of dividends and
         distributions. As always, past performance is no guarantee of future
         results.
--------------------------------------------------------------------------------


         Zurich Tax-Free Money Fund

         ANNUAL TOTAL RETURNS (%)
         -----------------------------------------------------------------------
         as of 12/31 each year
<TABLE>
         <S>      <C>

         5.80     '90
         4.46     '91
         2.86     '92
         2.28     '93
         2.71     '94
         3.74     '95
         3.33     '96
         3.44     '97
         3.31     '98
         3.01     '99
</TABLE>


         Best quarter:     1.48%, Q4 1990
         Worst quarter:    0.54%, Q1 1994
         YTD total return: 2.86% as of 9/30/2000


         AVERAGE ANNUAL TOTAL RETURNS (%)
         -----------------------------------------------------------------------
         as of 12/31/1999
<TABLE>
         <S>          <C>          <C>          <C>
                                                Since
         1 Year       5 Years      10 Years     inception*
         -----------------------------------------------------------------------
         3.01         3.37         3.48         3.88
</TABLE>

         * Inception: 9/10/1987


[ICON]   To find out the fund's current seven-day yield, call 1-800-537-6001 or
         visit the Zurich Funds Web site at www.zurichfunds.com.



                                       13  Zurich Tax-Free Money Fund



<PAGE>



How Much Investors Pay

THE ORIGINAL DOCUMENT CONTAINS A SIDEBAR HERE:
--------------------------------------------------------------------------------
         This is a no-load fund. It has no sales charges or other shareholder
         fees. The fund does have annual operating expenses, and as a
         shareholder you pay them indirectly.
--------------------------------------------------------------------------------

         Zurich Tax-Free Money Fund


         FEE TABLE
         -----------------------------------------------------------------------

<TABLE>
         <S>                                         <C>

         Shareholder Fees (%)
         (paid directly from your investment)        None
         -----------------------------------------------------------------------
         Annual Operating Expenses (%)
         (deducted from fund assets)
         -----------------------------------------------------------------------
         Management Fee                              0.27
         -----------------------------------------------------------------------
         Distribution (12b-1) Fee                    None
         -----------------------------------------------------------------------
         Other Expenses*                             0.12
         -----------------------------------------------------------------------
         Total Annual Operating Expenses             0.39
</TABLE>

         * Includes costs of shareholder servicing, custody and similar
         expenses, which may vary with fund size and other factors.


         EXAMPLE
         -----------------------------------------------------------------------

         Based on the figures above, this example helps you compare the fund's
         expenses to those of other mutual funds. The example assumes the
         expenses above remain the same, that you invested $10,000, earned 5%
         annual returns, reinvested all dividends and distributions and sold
         your shares at the end of each period. This is only an example; actual
         expenses will be different.

<TABLE>
         <S>          <C>          <C>          <C>
         1 Year       3 Years      5 Years      10 Years
         -----------------------------------------------------------------------
         $40          $125         $219         $493
</TABLE>





                                       14  Zurich Tax-Free Money Fund


<PAGE>

other policies and risks

         While the fund-by-fund sections on the previous pages describe the main
         points of each fund's strategy and risks, there are a few other issues
         to know about:


         o Although major changes tend to be infrequent, each fund's Board could
         change that fund's investment goal without seeking shareholder
         approval. However, Zurich Tax-Free Money Fund's policy of investing at
         least 80% of total assets in municipal securities cannot be changed
         without shareholder approval.

         o As a temporary defensive measure, Zurich Tax-Free Money Fund could
         shift up to 100% of assets into cash or into investments such as
         taxable money market securities. This would mean that the fund was not
         pursuing its goal.

         o The investment advisor establishes a security's credit grade when it
         buys the security, using independent ratings or, for unrated
         securities, its own credit analysis. If a security's credit quality
         falls below the minimum required for purchase by a fund, the security
         will be sold unless the investment advisor believes this would not be
         in the shareholders' best interests.


         For More Information

         This prospectus doesn't tell you about every policy or risk of
         investing in the funds.

         If you want more information on a fund's allowable securities and
         investment practices and the characteristics and risks of each one, you
         may want to request a copy of the Statement of Additional Information
         (the back cover has information on how to do this).

         Keep in mind that there is no assurance that any mutual fund will
         achieve its goal.


                                       15   other policies and risks


<PAGE>

who manages the fund

         The Investment Advisor

         The investment advisor for these funds is Scudder Kemper Investments,
         Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more than 80
         years of experience managing mutual funds, and currently has more than
         $290 billion in assets under management.

         Scudder Kemper's asset management teams include investment
         professionals, economists, research analysts, traders and other
         investment specialists, located in offices across the United States and
         around the world.

         As payment for serving as investment advisor, Scudder Kemper receives a
         management fee from each fund. Below are the actual rates paid by each
         fund for the 12 months through the most recent fiscal year end, as a
         percentage of average daily net assets:

<TABLE>
         <S>                                         <C>

         Fund Name                                   Fee Paid
         -----------------------------------------------------------------------
         Zurich Money Market Fund                    0.27%
         -----------------------------------------------------------------------
         Zurich Government Money Fund                0.27%
         -----------------------------------------------------------------------
         Zurich Tax-Free Money Fund                  0.27%
</TABLE>



[ICON]   Scudder Kemper, the company with overall responsibility for managing
         the funds, takes a team approach to asset management.


                                       16  who manages the fund


<PAGE>


         The Portfolio Managers



         Zurich Money Market Fund           Zurich Tax-Free Money Fund

         Frank J. Rachwalski, Jr.           Frank J. Rachwalski, Jr.
         Lead Portfolio Manager             Lead Portfolio Manager
           o Began investment career          o Began investment career
             in 1973                            in 1973
           o Joined the advisor in 1973       o Joined the advisor in 1973
           o Joined the fund team in          o Joined the fund team in
             1998                               1998

         Jerri I. Cohen                     Jerri I. Cohen
           o Began investment career          o Began investment career
             in 1981                            in 1981
           o Joined the advisor in 1981       o Joined the advisor in 1981
           o Joined the fund team in          o Joined the fund team in
             1998                               2000

         Zurich Government Money Fund

         Frank J. Rachwalski, Jr.
         Lead Portfolio Manager
           o Began investment career
             in 1973
           o Joined the advisor in 1973
           o Joined the fund team in
             1998

         Christopher Proctor
           o Began investment career
             in 1990
           o Joined the advisor in 1999
           o Joined the fund team in
             1999




                                       17   who manages the fund


<PAGE>

financial highlights



These tables are designed to help you understand each fund's financial
performance in recent years. The figures in the first part of each table are for
a single share. The total return figures represent the percentage that an
investor in a particular fund would have earned, assuming all dividends and
distributions were reinvested. This information has been audited by Ernst &
Young LLP, whose report, along with each fund's financial statements, is
included in that fund's annual report (see "Shareholder reports" on the back
cover).



Zurich Money Market Fund

<TABLE>
<S>                                    <C>       <C>       <C>       <C>        <C>

Year ended July 31,                      2000      1999      1998      1997       1996
--------------------------------------------------------------------------------------
Net asset value, beginning of period   $ 1.00      1.00      1.00      1.00       1.00
--------------------------------------------------------------------------------------
Net investment income                    0.06      0.05      0.05      0.05       0.05
--------------------------------------------------------------------------------------
Less distributions from net investment (0.06)    (0.05)    (0.05)    (0.05)     (0.05)
  income
--------------------------------------------------------------------------------------
Net asset value, end of period         $ 1.00      1.00      1.00      1.00       1.00
--------------------------------------------------------------------------------------
Total Return (%)                         5.78      4.89      5.38      5.27       5.34
--------------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
--------------------------------------------------------------------------------------
Net assets, end of period ($ millions)  5,104     5,110     4,539     4,362      4,226
--------------------------------------------------------------------------------------
Ratio of expenses before  expense
reductions  (%)                          0.44      0.46      0.48      0.45       0.50
--------------------------------------------------------------------------------------
Ratio of expenses after expense
  reductions  (%)                        0.44      0.46      0.48      0.45       0.50
--------------------------------------------------------------------------------------
Ratio of net investment income (%)       5.61      4.78      5.24      5.14       5.20
--------------------------------------------------------------------------------------

</TABLE>



                                       18  financial highlights


<PAGE>

Zurich Government Money Fund

<TABLE>
<S>                                    <C>       <C>       <C>       <C>        <C>


Year ended July 31,                      2000      1999      1998      1997       1996
--------------------------------------------------------------------------------------
Net asset value, beginning of period   $ 1.00      1.00      1.00      1.00       1.00
--------------------------------------------------------------------------------------
       Net investment income             0.05      0.05      0.05      0.05       0.05
--------------------------------------------------------------------------------------
Less distributions from net investment (0.05)    (0.05)    (0.05)    (0.05)     (0.05)
  income
--------------------------------------------------------------------------------------
Net asset value, end of period         $ 1.00      1.00      1.00      1.00       1.00
--------------------------------------------------------------------------------------
Total Return (%)                         5.59      4.78      5.33      5.26       5.34
--------------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
--------------------------------------------------------------------------------------
Net assets, end of period  ($ millions)   668       712       687       671        672
--------------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%)                           0.44      0.43      0.43      0.44       0.46
--------------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%)                           0.43      0.43      0.43      0.44       0.46
--------------------------------------------------------------------------------------
Ratio of net investment income (%)       5.43      4.67      5.20      5.13       5.20
--------------------------------------------------------------------------------------


</TABLE>



                                       19  financial highlights

<PAGE>

Zurich Tax-Free Money Fund


<TABLE>
<S>                                    <C>       <C>       <C>       <C>        <C>

Year ended July 31,                      2000      1999      1998      1997       1996
--------------------------------------------------------------------------------------
Net asset value, beginning of period   $ 1.00      1.00      1.00      1.00       1.00
--------------------------------------------------------------------------------------
Net investment income                    0.04      0.03      0.03      0.03       0.03
--------------------------------------------------------------------------------------
Less distributions from net investment
  income                               (0.04)    (0.03)    (0.03)    (0.03)     (0.03)
--------------------------------------------------------------------------------------
Net asset value, end of period         $ 1.00      1.00      1.00      1.00       1.00
--------------------------------------------------------------------------------------
Total Return (%)                         3.58      2.97      3.46      3.39       3.44
--------------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
--------------------------------------------------------------------------------------
Net assets, end of period ($ millions)    745       796       816       771        729
--------------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%)                           0.39      0.36      0.36      0.37       0.39
--------------------------------------------------------------------------------------
Ratio of expenses after expense
          reductions (%)                 0.39      0.36      0.36      0.37       0.39
--------------------------------------------------------------------------------------
Ratio of net investment income (%)       3.51      2.93      3.39      3.33       3.38
--------------------------------------------------------------------------------------

</TABLE>


                                       20  financial highlights


<PAGE>

how to invest in the funds

The following pages tell you how to invest in these funds and what to expect as
a shareholder. If you're investing directly with Zurich, all of this information
applies to you.

If you're investing through a "third party provider" -- for example, a financial
advisor or workplace retirement plan -- your provider may have its own policies
or instructions, and you should follow those.

Different  terms also apply to investors who are using one of these funds as the
core  account  for a Zurich  MoneyPLUS  Account(SM).  Check  your  informational
brochure or your account services guide.


<PAGE>


how to buy shares

                   INITIAL INVESTMENT
                   -------------------------------------------------------------
                   $1,000 or more for regular accounts

                   $250 or more for IRAs

                   $10,000 for a Zurich MoneyPLUS Account(SM)

                   $50 or more with an Automatic Investment Plan ($1,500 a month

                   for a Zurich MoneyPLUS AccountSM)

                   Make out your check to "Zurich Money Funds"

<TABLE>
<S>                <C>
--------------------------------------------------------------------------------

By mail            o Fill out and sign an application

                   o Send the application and an investment check to:
                     Kemper Service Company, P.O. Box 219356,
                     Kansas City, MO 64121-9356
--------------------------------------------------------------------------------
By wire            o Call 1-800-537-6001


                   o Give your account registration instructions to the
                     representative, who will give you a new account number
                   o Have your bank wire your investment to: Zurich Money Funds,
                     UMB Bank of Kansas City, N.A. ABA# 1010-0069-5


                   o You will also need to provide your name and account number,
                     along with the name and routing number for the fund of your
                     choice:


                     o Zurich Money Market Fund: 98-0103-346-8


                     o Zurich Government Money Fund: 98-0116-259-4


                     o Zurich Tax-Free Money Fund: 98-0001-577-6

--------------------------------------------------------------------------------
With an automatic  o For investing directly from your bank account, paycheck or
investment plan      government check


                   o Call 1-800-537-6001 to set up a plan or get instructions
--------------------------------------------------------------------------------
By exchange        o To invest in one of these funds by selling shares in a
                     Kemper fund or another Zurich fund, call 1-888-987-4241
--------------------------------------------------------------------------------
On the             o If you are a current Zurich shareholder, see the
Internet             instructions at www.zurichfunds.com
--------------------------------------------------------------------------------
Through            o Contact your representative using the method that's most
a financial          convenient for you
advisor

</TABLE>

[ICON]            Zurich telephone representatives are available on business
                  days from 7 a.m. to 6 p.m. Central time and on Saturdays from
                  8 a.m. to 3 p.m. Call toll-free 1-888-987-4241
                  (1-888-ZURICH-1).


                                       22  how to buy shares


<PAGE>


                   ADDITIONAL INVESTMENT
                   -------------------------------------------------------------

                   $100 or more for regular accounts

                   $50 or more for IRAs

                   $50 or more a month with an Automatic Investment Plan

                   Make out your check to "Zurich Money Funds"
<TABLE>
<S>                <C>
--------------------------------------------------------------------------------
By mail            o Send a check and a Zurich investment slip to:
                     Kemper Service Company, P.O. Box 219154,
                     Kansas City, MO 64121-9154


                   o No investment slip? Enclose a letter with your name, fund
                     and account number and your investment instructions
--------------------------------------------------------------------------------
By wire            o Wire your investment using the wire instructions for
                     initial investments on the previous page
--------------------------------------------------------------------------------
By EZ-Transfer     o Call 1-888-987-4241 to make sure EZ-Transfer
                     is set up on your account; if it is, you can request a
                     transfer from your bank account of any amount between $100
                     and $50,000
--------------------------------------------------------------------------------
By Zurich InfoLine o Call 1-888-987-8678 and follow the instructions
--------------------------------------------------------------------------------
With an            o For investing directly from your bank account, pay check or
automatic            government check
investment plan

                   o Call 1-888-987-4241 to set up a plan
--------------------------------------------------------------------------------
By exchange        o To invest in one of these funds by selling shares in a
                     Kemper fund or another Zurich fund, call 1-888-987-4241
--------------------------------------------------------------------------------
On the             o See the instructions at www.zurichfunds.com
Internet

                   o Click on "Account Access"
--------------------------------------------------------------------------------
Through            o Contact your representative using the method that's most
a financial          convenient for you
advisor

</TABLE>

[ICON]             Sending an investment by express, registered, or certified
                   mail?
                   Use this address: Kemper Service Company, 811 Main Street,
                   Kansas City, MO 64105-2005

                                       23  how to buy shares



<PAGE>


 how to sell shares


                   SELLING SHARES
                   -------------------------------------------------------------

                   Some transactions, including most for over $50,000, can only
                   be ordered in writing; for more information, see page 29
<TABLE>
<S>                <C>
--------------------------------------------------------------------------------
By check           o Write a check on your account for at least $500
--------------------------------------------------------------------------------
By phone           o Call 1-888-987-4241 for instructions; a check will be mailed
                     to the address of record
--------------------------------------------------------------------------------
By wire            o Call 1-888-987-4241 to make sure that wire transfer
                     is set up on your account; if it is, you can request a wire
--------------------------------------------------------------------------------
By EZ-Transfer     o Call 1-888-987-4241 to make sure that
                     EZ-Transfer is set up on your account; if it is, you can
                     request a transfer to your bank account of any amount
                     between $100 and $50,000
--------------------------------------------------------------------------------
By exchange        o To sell shares in a Kemper fund or another
                     Zurich fund and invest in one of these funds, call
                     1-888-987-4241
--------------------------------------------------------------------------------
By mail            o Write a letter that includes:


                     o the fund and account number from which you want to sell
                       shares


                     o the dollar amount you want to sell


                     o your name(s), signature(s), and address, exactly as on your
                       account


                   o Send the letter to: Kemper Service Company, P.O. Box 219557,
                     Kansas City, MO 64121-9557
--------------------------------------------------------------------------------
With an automatic  o To set up regular exchanges or withdrawals among Kemper or
exchange or          Zurich funds, call 1-888-987-4241
withdrawal plan
--------------------------------------------------------------------------------
In a Zurich        o To add unlimited checkwriting and a VISA(R) Check Card to your
MoneyPLUS            account, call 1-800-537-6001 (annual fee and some transaction
Account(SM)            fees apply)
--------------------------------------------------------------------------------
On the             o Follow the instructions at www.zurichfunds.com
Internet

                   o Click on "Account Access"
--------------------------------------------------------------------------------
Through            o Contact your representative using the method that's most
a financial          convenient for you
advisor

</TABLE>

[ICON]            Zurich telephone representatives are available on business
                  days from 7 a.m. to 6 p.m. Central time and on Saturdays from
                  8 a.m. to 3 p.m. Call toll-free 1-888-987-4241
                  (1-888-ZURICH-1).


                                       24  how to sell shares


<PAGE>


policies you should know about

                  Along with the instructions on the previous pages, the
                  policies below may affect you as a shareholder. Some of this
                  information, such as the section on dividends and taxes,
                  applies to all investors, including those investing through
                  investment providers.

                  If you are investing through a third party provider, check the
                  materials you received from them. As a general rule, you
                  should follow the information in those materials wherever it
                  contradicts the information given here. Please note that a
                  third party provider may charge its own fees.


                  In order to reduce the amount of mail you receive and to help
                  reduce fund expenses, we generally send a single copy of any
                  shareholder report and prospectus to each household. If you do
                  not want the mailing of these documents to be combined with
                  those for other members of your household, please call
                  1-888-987-4241 (1-888-ZURICH-1).


                  Policies about transactions


                  The funds are open for business each day the New York Stock
                  Exchange is open. Zurich Money Market Fund and Zurich
                  Government Money Fund calculate their share price three times
                  every business day, first at 11 a.m. Central time, then at 1
                  p.m. Central time and again as of the close of regular trading
                  on the Exchange (typically 3 p.m. Central time, but sometimes
                  earlier, as in the case of scheduled half-day trading or
                  unscheduled suspensions of trading). Zurich Tax-Free Money
                  Fund calculates its share price at 11 a.m. Central time and
                  again as of the close of regular trading on the Exchange.



                                       25  policies you should know about


<PAGE>



                  Although shares trade during business hours, you can place
                  orders anytime. Once an order is received by Kemper Service
                  Company, and they have determined that it is a "good order,"
                  it will be processed at the next share price calculated.

                  Because orders placed through third party providers must be
                  forwarded to Kemper Service Company before they can be
                  processed, you'll need to allow extra time. A representative
                  of your third party provider should be able to tell you when
                  your order will be processed. Wire transactions that arrive by
                  1 p.m. Central time (11 a.m. Central time for Zurich Tax-Free
                  Money Fund) will receive that day's dividend.

                  Wire transactions received between 1 p.m. (11 a.m. Central
                  time for Zurich Tax-Free Money Fund) and 3 p.m. Central time
                  will start to accrue dividends the next business day.
                  Investments by check will be effective at 3 p.m. Central time
                  on the business day following receipt and will earn dividends
                  the following calendar day. Orders processed through dealers
                  or other financial services firms via Fund/SERV will be
                  effected at the 3 p.m. Central time net asset value effective
                  on the trade date. These purchases will begin earning
                  dividends the calendar day following the payment date.

                  When selling shares, you'll generally receive the dividend for
                  the day on which your shares were sold. If we receive a sell
                  request before 11 a.m. Central time and the request calls for
                  proceeds to be sent out by wire, we will normally wire you the
                  proceeds on the same day. However, you won't receive that
                  day's dividend.


                                       26  policies you should know about


<PAGE>



[ICON]            If you ever have difficulty placing an order by phone, you can
                  always send us your order in writing.



                  Zurich InfoLine, the Zurich automated telephone service, is
                  available 24 hours a day by calling 1-888-987-8678. You can
                  use Zurich InfoLine to get information on Zurich funds
                  generally and on accounts held directly at Zurich. You can
                  also use it to make exchanges and to buy and sell shares.

                  EZ-Transfer lets you set up a link between a Zurich account
                  and a bank account. Once this link is in place, you can move
                  money between the two with a phone call or on the Internet at
                  www.zurichfunds.com. You'll need to make sure your bank has
                  Automated Clearing House (ACH) services. Transactions take two
                  to three days to be completed, and there is a $100 minimum. To
                  set up EZ-Transfer on a new account, see the account
                  application, which can also be downloaded from our Web site;
                  to add it to an existing account, call 1-888-987-4241.

                  Share certificates are available on written request. However,
                  we don't recommend them unless you want them for a specific
                  purpose, because your shares can only be sold by mailing them
                  in, and if they're ever lost they're difficult and expensive
                  to replace.

                  If you are investing in these funds through a Zurich MoneyPLUS
                  AccountSM, you have access to a number of different features
                  and your policies and fees are different in some cases. For
                  example, there is no minimum dollar amount on checks you
                  write, and you can access your account using a VISAR Check
                  Card (a debit card). For more information on the Zurich
                  MoneyPLUS Account, its cash management features and its
                  policies and fees, call 1-800-537-6001.


                                       27  policies you should know about


<PAGE>



                  Checkwriting lets you sell fund shares by writing a check.
                  Your investment keeps earning dividends until your check
                  clears. Please note that you'll be charged a $10 service fee
                  when you write a check for less than $500. You'll also be
                  charged a $10 service fee when you write a check that's larger
                  than your available balance at the time the check is presented
                  to us, and we will not be able to honor the check. We also
                  cannot honor any check for more than $5,000,000, or any check
                  written on an account on which there is a Power of Attorney.
                  It's not a good idea to close out an account using a check
                  because the account balance could change between the time you
                  write the check and the time it is processed.

                  When you call us to sell or exchange shares, we may record the
                  call, ask you for certain information, or take other steps
                  designed to prevent fraudulent orders. It's important to
                  understand that, as long as we take reasonable steps to ensure
                  that an order appears genuine, we are not responsible for any
                  losses that may occur.

                  When you ask us to send or receive a wire, please note that
                  while we don't charge a fee to send or receive wires, it's
                  possible that your bank may do so. Wire transactions are
                  completed within 24 hours. The funds can only send wires of
                  $1,000 or more.


                                       28  policies you should know about


<PAGE>



                  Exchanges are a shareholder privilege, not a right: we may
                  reject any exchange order, particularly when there appears to
                  be a pattern of "market timing" or other frequent purchases
                  and sales. We may also reject purchase orders, for these or
                  other reasons.

                  When you want to sell more than $50,000 worth of shares, or
                  send the proceeds to a third party or a new address, you'll
                  usually need to place your order in writing and include a
                  signature guarantee. The only exception is if you want money
                  wired to a bank account that is already on file with us; in
                  that case, you don't need a signature guarantee. Also, you
                  don't need a signature guarantee for an exchange, although we
                  may require one in certain other circumstances.

                  A signature guarantee is simply a certification of your
                  signature -- a valuable safeguard against fraud. You can get a
                  signature guarantee from most brokers, banks, savings
                  institutions and credit unions. Note that you can't get a
                  signature guarantee from a notary public.


                                       29   policies you should know about


<PAGE>



                  Money from shares you sell is normally sent out within one
                  business day of when your order is received in good order,
                  although it could be delayed for up to seven days. There are
                  also two circumstances when it could be longer: when you are
                  selling shares you bought recently by check or EZ-Transfer, in
                  which case your check will be held for ten days and you cannot
                  use our telephone, Internet or checkwriting privileges, or
                  when unusual circumstances prompt the SEC to allow further
                  delays.


                  How the funds calculate share price

                  For each fund in this prospectus, the share price is the net
                  asset value per share, or NAV. To calculate NAV, the funds use
                  the following equation:

                  TOTAL ASSETS - TOTAL LIABILITIES
                  ----------------------------------   = NAV
                  TOTAL NUMBER OF SHARES OUTSTANDING

                  As noted earlier, each fund seeks to maintain a stable $1.00
                  share price.

                  In valuing securities, we use the amortized cost method (the
                  method used by most money market funds).


                                       30  policies you should know about


<PAGE>


                      Other rights we reserve

                      For each fund in this prospectus, you should be aware that
                      we may do any of the following:

                      o  withhold 31% of your distributions as federal income
                         tax if youhave been notified by the IRS that you are
                         subject tobackup withholding, or if you fail to provide
                         us with acorrect taxpayer ID number or certification
                         that youare exempt from backup withholding

                      o  charge you $3 a month if your account balance is below
                         $1,000 for the last 30 days; this policy doesn't apply
                         to retirement accounts, or to accounts with an
                         automatic investment plan

                      o  reject a new account application if you don't provide a
                         correct Social Security or other tax ID number; if the
                         account has already been opened, we may give you 30
                         days' notice to provide the correct number

                      o  pay you for shares you sell by "redeeming in kind,"
                         that is, by giving you marketable securities (which
                         typically will involve brokerage costs for you to
                         liquidate) rather than cash; in most cases, a fund
                         won't make a redemption in kind unless your requests
                         over a 90-day period total more than $250,000 or 1% of
                         the fund's assets, whichever is less

                      o  change, add or withdraw various services, fees and
                         account policies (for example, we may change or
                         terminate the exchange privilege at any time)

                      o  reject or limit purchases of shares for any reason
                         understanding distributions and taxes


                                       31  policies you should know about


<PAGE>

understanding distributions
and taxes

                  By law, a mutual fund is required to pass through to its
                  shareholders virtually all of its net earnings. A fund can
                  earn money in two ways: by receiving interest, dividends or
                  other income from securities it holds, and by selling
                  securities for more than it paid for them. (A fund's earnings
                  are separate from any gains or losses stemming from your own
                  purchase of shares.) A fund may not always pay a distribution
                  for a given period.

                  The funds intend to declare income dividends daily, and pay
                  them monthly. Zurich Tax-Free Money Fund may make short- or
                  long-term capital gains distributions in November or December.
                  The taxable money funds may take into account capital gains
                  and losses (other than net long-term capital gains) in their
                  daily dividend declarations. The funds may make additional
                  distributions for tax purposes if necessary.

                  You can choose how to receive your dividends and
                  distributions. You can have them automatically reinvested in
                  fund shares or sent to you by check. Tell us your preference
                  on your application. If you don't indicate a preference, your
                  dividends and distributions will all be reinvested. For
                  retirement plans, reinvestment is the only option.

                  Dividends from Zurich Money Market Fund and Zurich Government
                  Money Fund are generally taxed at ordinary income rates.
                  Capital gains may be taxable at different rates depending on
                  the length of time a fund holds its assets. Any long-term
                  capital gains distributions are generally taxed at capital
                  gains rates, although the funds typically don't expect to make
                  long-term capital gains distributions. Also, because each fund
                  seeks to maintain a stable share price, you are unlikely to
                  have a capital gain or loss when you sell fund shares. For tax
                  purposes, an exchange is the same as a sale.


                                       32  understanding distributions and taxes


<PAGE>



                      Dividends from Zurich Tax-Free Money Fund are generally
                      free from federal income tax for most shareholders, and a
                      portion of dividends from Zurich Government Money Fund are
                      generally free from state and local income tax. However,
                      there are a few exceptions:

                      o  a portion of a fund's dividends may be taxable as
                         ordinary income if it came from investments in taxable
                         securities, tax-exempt market discount bonds, or as the
                         result of short-term capital gains

                      o  with Zurich Tax-Free Money Fund, because the fund can
                         invest in securities whose income is subject to the
                         federal alternative minimum tax (AMT), you may owe
                         taxes on a portion of your dividends if you are among
                         those investors who must pay AMT

                      o  with Zurich Government Money Fund, shareholders who
                         live in certain states and localities may not be
                         eligible for the tax exemptions that shareholders in
                         most locations are

                      Your fund will send you detailed tax information every
                      January. These statements tell you the amount and the tax
                      category of any dividends or distributions you received.
                      They also have certain details on your purchases and sales
                      of shares. The tax status of dividends and distributions
                      is the same whether you reinvest them or not. Dividends or
                      distributions declared in the last quarter of a given year
                      are taxed in that year, even though you may not receive
                      the money until the following January.


                                       33  understanding distributions and taxes


<PAGE>




Notes


<PAGE>


Notes


<PAGE>


Notes


<PAGE>


Notes


<PAGE>

to get more information

                  Shareholder reports -- These include commentary from each
                  fund's management team about recent market conditions and the
                  effects of a fund's strategies on its performance. For each
                  fund, they also have detailed performance figures, a list of
                  everything the fund owns, and the fund's financial statements.
                  Shareholders get these reports automatically. For more copies,
                  call 1-888-987-4241 (1-888-ZURICH-1) or visit our Web site at
                  www.zurichfunds.com.

                  Statement of Additional Information (SAI) -- This tells you
                  more about each fund's features and policies, including
                  additional risk information. The SAI is incorporated by
                  reference into this document (meaning that it's legally part
                  of this prospectus).

                  If you'd like to ask for copies of these documents please
                  contact Zurich or the SEC (see below). If you're a shareholder
                  and have questions, please contact Zurich. Materials you get
                  from Zurich are free; those from the SEC involve a copying
                  fee. If you like, you can look over these materials in person
                  at the SEC's Public Reference Room in Washington, DC or
                  request them electronically at [email protected]

                  SEC 450 Fifth Street, N.W., Washington, DC 20549-0102,
                  www.sec.gov, 1-202-942-8090
<TABLE>
                  <S>                                              <C>
                  Fund Name                                         SEC File
                  --------------------------------------------------------------
                  Zurich Money Market Fund                         333-21187
                  --------------------------------------------------------------
                  Zurich Government Money Fund                     333-21187
                  --------------------------------------------------------------
                  Zurich Tax-Free Money Fund                       333-21187
</TABLE>


                                                                   [LOGO] Zurich

                                                       Kemper Distributors, Inc.
                                                       222 South Riverside Plaza
                                                          Chicago, IL 60606-5808
                                                             www.zurichfunds.com
                                                                  1-800-537-6001
<PAGE>


                               ZURICH MONEY FUNDS

                       STATEMENT OF ADDITIONAL INFORMATION
                                December 1, 2000

                            Zurich Money Market Fund
                          Zurich Government Money Fund
                           Zurich Tax-Free Money Fund

             222 South Riverside Plaza, Chicago, Illinois 60606-5808
                                 (800) 537-6001


This Statement of Additional  Information is not a prospectus and should be read
in  conjunction  with the  prospectus of Zurich Money Funds (the "Trust")  dated
December 1, 2000. The  prospectus  may be obtained  without charge by calling or
writing  Zurich  Money Funds,  and is also  available  along with other  related
materials  on  the  Securities  and  Exchange  Commission's  internet  web  site
(http://www.sec.gov).


                                TABLE OF CONTENTS



INVESTMENT RESTRICTIONS.....................................................2

INVESTMENT STRATEGIES AND RISKS.............................................3

Money Market Fund...........................................................3

Government Money Fund.......................................................4

Tax-Free Money Fund.........................................................5

Additional Investment Information About the Funds...........................8

CAPITAL STRUCTURE...........................................................9

INVESTMENT ADVISOR.........................................................10

PORTFOLIO TRANSACTIONS.....................................................13

PURCHASE AND REDEMPTION OF SHARES..........................................15

DIVIDENDS, NET ASSET VALUE AND TAXES.......................................17

PERFORMANCE................................................................20

OFFICERS AND TRUSTEES......................................................23

SPECIAL FEATURES...........................................................25

SHAREHOLDER RIGHTS.........................................................26

APPENDIX -- RATINGS OF INVESTMENTS.........................................28

The financial  statements  appearing in the Funds' Annual Report to Shareholders
dated July 31, 2000 are  incorporated  herein by  reference.  The Funds'  Annual
Report accompanies this Statement of Additional  Information and may be obtained
without charge by calling toll-free 1-888-987-4241.


<PAGE>


INVESTMENT RESTRICTIONS

Zurich Money Market Fund (the "Money Market Fund"), Zurich Government Money Fund
(the  "Government  Money Fund") and Zurich  Tax-Free  Money Fund (the  "Tax-Free
Money  Fund") have  adopted  certain  investment  restrictions  which  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, as amended (the
"1940  Act")  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.

As a matter of fundamental policy, each Fund may not:

(1)  Borrow money,  except as permitted under the 1940 Act and as interpreted or
     modified by regulatory authority having jurisdiction, from time to time;

(2)  Issue  senior  securities,  except as  permitted  under the 1940 Act and as
     interpreted or modified by regulatory authority having  jurisdiction,  from
     time to time;

(3)  Concentrate its investments in a particular  industry,  as the term is used
     in the 1940 Act and as  interpreted  or  modified by  regulatory  authority
     having  jurisdiction,  from time to time (Money Market Fund's concentration
     in the banking industry is described on page 4);


(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  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 except as  permitted  under the 1940 Act and as  interpreted  or
     modified by regulatory authority having jurisdiction, from time to time.

With  regard  to  restriction  (3)  for  Money  Market  Fund,  for  purposes  of
determining  the  percentage  of Money Market  Fund's  total assets  invested in
securities of issuers having their principal business activities in a particular
industry,  asset backed securities will be classified  separately,  based on the
nature of the underlying assets.  Currently,  the following categories are used:
captive auto,  diversified,  retail and consumer  loans,  captive  equipment and
business,  business  trade  receivables,  nuclear  fuel and capital and mortgage
lending.

Government  Money Fund and the Tax Free Money Fund have no current  intention of
making loans as permitted in investment restriction (7) noted above.

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 did
not borrow money, as permitted by fundamental investment restriction number 1 in
the latest fiscal year; and they have no present  intention of borrowing  during
the coming  year.  In any event,  borrowings  would only be as permitted by such
restriction. Tax-Free Money Fund may invest more than 25% of its total assets in
industrial development bonds.


                                       2
<PAGE>

The Funds have adopted the following  non-fundamental  restrictions which may be
changed or eliminated by the Board of Trustees without shareholder approval:

Each Fund may not:

         (1)  Borrow  money in an amount  greater  than 5% of its total  assets,
         except for temporary or emergency purposes.

         (2) Lend portfolio securities in an amount greater than 5% of its total
         assets.

         (3) Invest more than 10% of net assets in illiquid securities.

INVESTMENT STRATEGIES AND RISKS

Descriptions  in  this  Statement  of  Additional  Information  of a  particular
investment  practice  or  technique  in which a Fund may  engage or a  financial
instrument  which a Fund may  purchase  are meant to  describe  the  spectrum of
investments  that Scudder  Kemper  Investments,  Inc.  (the  "Advisor"),  in its
discretion,  might, but is not required to, use in managing a Fund's assets. The
Advisor may, in its discretion, at any time, employ such practice,  technique or
instrument  for  one or  more  funds  but  not  for  all  funds  advised  by it.
Furthermore,  it is possible  that  certain  types of financial  instruments  or
investment  techniques  described  herein  may  not be  available,  permissible,
economically  feasible or effective for their intended  purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
a Fund, but, to the extent employed,  could,  from time to time, have a material
impact on the Fund's performance.

The Funds described in this Statement of Additional Information seek to maintain
a net asset value of $1.00 per share.


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.  Shareholders
of each  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.


Money Market Fund

Money Market 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 12 months or less:

o    Obligations  of, or  guaranteed  by, the U.S.  Government,  its agencies or
     instrumentalities.

                                       3
<PAGE>

o    Bank  certificates  of  deposit   (including  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.

o    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.

o    Commercial  paper  obligations  rated  A-1  or  A-2 by  Standard  &  Poor's
     Corporation  ("S&P") or Prime-1  or Prime-2 by Moody's  Investors  Service,
     Inc.  ("Moody's")  or issued by  companies  with an  unsecured  debt  issue
     outstanding  currently  rated  Aa by  Moody's  or AA by S&P or  higher  and
     investments in other corporate  obligations  such as publicly traded bonds,
     debentures  and notes  rated Aa by Moody's  or AA by S&P or  higher.  For a
     description  of these  ratings,  see  "Appendix -- Ratings of  Investments"
     herein.

o    Repurchase agreements of obligations that are suitable for investment under
     the categories set forth above. Repurchase agreements are discussed below.

To the extent Money Market Fund  purchases  Eurodollar  certificates  of deposit
issued by London branches of U.S.  banks, or commercial  paper issued by foreign
entities,  consideration  will be  given  to their  marketability,  to  possible
restrictions on international  currency  transactions and to regulations imposed
by the  domicile  country of the  foreign  issuer.  Eurodollar  certificates  of
deposit  are not subject to the same  regulatory  requirements  as  certificates
issued by U.S. banks and  associated  income may be subject to the imposition of
foreign taxes.

Money  Market  Fund may  invest  in  commercial  paper  which is issued by major
corporations  without  registration under the Securities Act of 1933 in reliance
on 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.

Money Market Fund may also invest in commercial  paper issued in reliance on 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 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 Fund's  investment  advisor
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 About the Funds"
below. The Fund's  investment  advisor monitors the liquidity of its investments
in Section 4(2) paper on a continuous basis.

Money  Market  Fund  may  concentrate  more  than  25% of  its  assets  in  bank
certificates of deposit or banker's acceptances of U.S. banks 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.  The Fund will not change this policy without a
vote of shareholders.

Government Money Fund

Government 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  securities  that mature in 12 months or less.

                                       4
<PAGE>

o    U.S.  Treasury  bills,   notes,  bonds  and  other  obligations  issued  or
     guaranteed by the U.S. Government, its agencies or instrumentalities.

o    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 Fannie  Mae,  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.

Tax-Free Money Fund

Tax-Free  Money Fund seeks  maximum  current  income that is exempt from 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, as
a  fundamental  policy,  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"). In
compliance  with the  position  of the  staff  of the  Securities  and  Exchange
Commission,  the Fund does not consider "private activity" bonds as described in
"Dividends,  Net Asset  Value and Taxes -- Taxes" as  Municipal  Securities  for
purposes  of the 80%  limitation.  This is a  fundamental  policy so long as the
staff maintains its position, after which it would become non-fundamental.

Dividends  representing  net interest  income received by Tax-Free Money Fund on
Municipal  Securities will be exempt from federal income tax when distributed to
the Fund's shareholders.  Such dividend income may be subject to state and local
taxes.  See  "Dividends,  Net Asset Value and Taxes -- Taxes." The Fund's assets
will  generally  consist  of  Municipal  Securities,  temporary  investments  as
described below and cash. The Fund considers  short-term Municipal Securities to
be those that mature in 12 months or less.

Tax-Free Money Fund will invest only 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 are rated within the two highest ratings
     for  Municipal  Securities  (Aaa or Aa)  assigned by Moody's or (AAA or AA)
     assigned by S&P;

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 Fund's investment advisor;

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


                                       5
<PAGE>

     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;
     are unrated,  if longer term Municipal  Securities of that issuer are rated
     within the two highest rating categories by Moody's or S&P; or

o    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 Advisor.

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  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. As discussed below
under  "Dividends,  Net Asset  Value and Taxes -- Taxes," the Fund may invest in
"private activity" bonds.

Tax-Free  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 advisor 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  advisor 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.

Tax-Free 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  investment  advisor 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   advisor  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


                                       6
<PAGE>

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,  Tax-Free 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  advisor.  To the extent  that the Fund's
assets are  concentrated  in  Municipal  Securities  payable  from  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,  Tax-Free  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 or S&P;

o    commercial  paper rated in the two highest  grades by either of such 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, Net Asset Value and Taxes." For
a description of the ratings, see "Appendix -- Ratings of Investments."

Municipal  Securities  that Tax-Free  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.

Examples of Municipal Securities that are issued with original maturities of one
year 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


                                       7
<PAGE>

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.  Tax-Free 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.

Additional Investment Information About the Funds

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 1940 Act. See "Dividends,  Net Asset Value and Share Price -- Net
Asset Value."

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  ("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 one year.  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.

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


                                       8
<PAGE>

transaction.  In determining the maturity of portfolio securities purchased on a
when-issued or delayed  delivery basis, the Fund 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.


A Fund will not  purchase  illiquid  securities,  including  time  deposits  and
repurchase agreements maturing in more than seven days, 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  ("SEC")
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 advisor
monitors holdings of illiquid  securities on an ongoing basis and will take such
action as it deems appropriate to help maintain adequate liquidity.


Interfund Borrowing and Lending Program.  The Fund has received exemptive relief
from the SEC which  permits  the Fund to  participate  in an  interfund  lending
program among certain investment companies advised by the Advisor. The interfund
lending  program  allows the  participating  funds to borrow money from and loan
money to each other for temporary or emergency purposes.  The program is subject
to a number of conditions designed to ensure fair and equitable treatment of all
participating  funds,  including  the  following:  (1) no fund may borrow  money
through the program  unless it receives a more  favorable  interest  rate than a
rate  approximating  the  lowest  interest  rate at which  bank  loans  would be
available to any of the participating  funds under a loan agreement;  and (2) no
fund may lend money  through  the program  unless it  receives a more  favorable
return than that available from an investment in repurchase  agreements  and, to
the extent applicable, money market cash sweep arrangements. In addition, a fund
may participate in the program only if and to the extent that such participation
is consistent with the fund's investment  objectives and policies (for instance,
money market  funds would  normally  participate  only as lenders and tax exempt
funds only as borrowers).  Interfund loans and borrowings may extend  overnight,
but could  have a maximum  duration  of seven  days.  Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed.  Any delay in repayment to a lending
fund could result in a lost  investment  opportunity  or additional  costs.  The
program is subject to the  oversight  and  periodic  review of the Boards of the
participating  funds.  To the extent the Fund is actually  engaged in  borrowing
through the interfund lending program,  the Fund, as a matter of non-fundamental
policy,  may not borrow for other than temporary or emergency  purposes (and not
for leveraging).



                                       9
<PAGE>



CAPITAL STRUCTURE


Zurich Money Funds is an open-end,  diversified,  management investment company,
organized as a business trust under the laws of Massachusetts on August 9, 1985.
Effective  February 1, 1996, the name of the Trust was changed from Kemper Money
Market Fund to Kemper Money Funds, and effective April 14, 1997, the name of the
Trust was changed  from  Kemper  Money Funds to Zurich  Money  Funds.  Effective
November 29, 1985, Money Market Fund, pursuant to a reorganization, succeeded to
the assets  and  liabilities  of Kemper  Money  Market  Fund,  Inc.,  a Maryland
corporation  organized  on  September  19,  1974.  Effective  November 14, 1986,
Government  Money  Fund  succeeded  to the  assets  and  liabilities  of  Kemper
Government  Money  Market  Fund, a business  trust  organized  under the laws of
Massachusetts on August 9, 1985.  Effective November 29, 1985, Kemper Government
Money Market Fund succeeded to the assets and  liabilities of Kemper  Government
Money Market  Fund,  Inc., a Maryland  corporation  organized  November 3, 1981.
Tax-Free  Money Fund  commenced  public  offering of its shares on September 10,
1987. 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 three previously  described Funds 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,  shareholders  may remove
trustees.  Shareholders  will vote by Fund and not in the aggregate  except when
voting in the aggregate is required under the 1940 Act, such as for the election
of trustees.


Investment Advisor.  Scudder Kemper Investments,  Inc. ("Scudder Kemper" or "the
Advisor"),  345 Park  Avenue,  New  York,  New  York  10154-0010  is the  Funds'
investment  advisor.  Scudder  Kemper  is  approximately  70%  owned  by  Zurich
Financial Services,  Inc. a newly formed global insurance and financial services
company.  The balance of the  Advisor is owned by its  officers  and  employees.
Pursuant to an  investment  management  agreement,  Scudder  Kemper acts as each


                                       10
<PAGE>

Fund's  investment  advisor,  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  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
among 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.

The investment  management  agreement  provides that Scudder Kemper shall not be
liable for any error of  judgment  or of law,  or for any loss  suffered  by the
Funds in connection  with the matters to which the agreement  relates,  except a
loss resulting from willful  misfeasance,  bad faith or gross  negligence on the
part of Scudder Kemper in the performance of its  obligations and duties,  or by
reason  of its  reckless  disregard  of its  obligations  and  duties  under the
agreement.

The investment  management  agreement  continues in effect from year to year for
each Fund so long as its  continuation  is approved at least  annually  (a) by a
majority of the  trustees who are not parties to such  agreement  or  interested
persons of any such party except in their  capacity as trustees of the Trust and
(b) by the  shareholders of each Fund or the Board of Trustees.  If continuation
is not approved for a Fund, the investment management agreement nevertheless may
continue in effect for the Funds for which it is approved and Scudder Kemper may
continue  to  serve as  investment  advisor  for the  Fund  for  which it is not
approved to the extent  permitted  by the  Investment  Company Act of 1940.  The
agreement may be terminated at any time upon 60 days notice by either party,  or
by a  majority  vote of the  outstanding  shares of a Fund with  respect to that
Fund, and will terminate  automatically  upon  assignment.  Shareholders of each
Fund  will  vote  separately  upon  continuation  of the  investment  management
agreement and upon other matters  affecting only an individual Fund.  Additional
Funds may be subject to a different agreement.


On September 7, 1998, Zurich Insurance Company  ("Zurich") the majority owner of
the Advisor, entered into an agreement with B.A.T. Industries p.l.c. ("B.A.T."),
pursuant to which the financial  services  business of B.A.T. were combined with
Zurich's  businesses  to form a new  global  insurance  and  financial  services
company  known  as  Zurich  Financial   Services.   Upon   consummation  of  the
transaction,  each Fund's investment  management  agreement with the Advisor was
deemed to have been assigned and, therefore,  terminated.  The Board of Trustees
of each Fund and the  shareholders  of each Fund have approved a new  investment
management agreement with the Advisor,  which is substantially  identical to the
former investment  management  agreement,  except for the dates of execution and
termination.  On October 17, 2000, the dual holding company  structure of Zurich
Financial  Services  Group,  comprised  of Allied  Zurich  p.l.c.  in the United
Kingdom and Zurich Allied A.G. in  Switzerland,  was unified into a single Swiss
holding company, Zurich Financial Services.


For the services and facilities  furnished,  the Trust pays an annual investment
management fee, payable monthly,  on a graduated basis of .50% of the first $215
million  of  average  daily  net  assets of the  Trust,  0.375% on the next $335
million, 0.30% on the next $250 million and 0.25% of average daily net assets of
the Trust over $800  million.  Scudder  Kemper has agreed to reimburse the Trust
should all operating expenses of the Trust,  including the investment management
fee of Scudder Kemper but excluding taxes, interest,  extraordinary expenses and
brokerage  commissions  or  transaction  costs,  exceed 1 1/2% of the  first $30
million of average net assets of the Trust and 1% of average net assets over $30
million  on an annual  basis.  The  investment  management  fee and the  expense
limitation are computed based upon the combined  average daily net assets of the
Funds and are  allocated  among such Funds based upon the relative net assets of
each Fund. For its services as investment  advisor and for facilities  furnished
during the fiscal years ended July 31 indicated,  the Funds incurred  investment
management fees as shown.

                                       11
<PAGE>

        Fund                       2000              1999             1998
        ----                       ----              ----             ----

        Money Market           $13,606,675       $13,105,647      $12,086,000
        Government Money        $1,816,620        $1,973,045      $ 1,815,000
        Tax-Free Money          $2,045,830        $2,167,131      $ 2,156,000

For Money  Market Fund,  during the fiscal  years ended July 31, 2000,  July 31,
1999 and July 31, 1998, the investment advisor waived fees in the amounts of $0,
$0 and $0, respectively.

For Government  Money Market Fund,  during the fiscal years ended July 31, 2000,
July 31,  1999 and July 31,  1998,  the  investment  advisor  waived fees in the
amounts of $0, $0 and $0, respectively.

For Tax-Free  Money  Market  Fund,  during the fiscal years ended July 31, 2000,
July 31,  1999 and July 31,  1998,  the  investment  advisor  waived fees in the
amounts of $0, $0 and $0, respectively.

Fund  Accounting  Agent.  Scudder  Fund  Accounting  Corporation  ("SFAC"),  Two
International Place,  Boston,  Massachusetts 02110, a subsidiary of the Advisor,
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,  at
some time in the  future,  SFAC may seek  payment  for its  services  under this
agreement.

Principal  Underwriter.  Kemper Distributors,  Inc. ("KDI"), 222 South Riverside
Plaza,  Chicago,  Illinois,  an affiliate of Scudder  Kemper,  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 and shares are
voted in the aggregate and not by Fund whenever  shareholders  vote with respect
to such  agreement.  KDI  receives no  compensation  from the Funds as principal
underwriter  for the Funds' shares and pays all expenses of  distribution of the
Funds' shares.

Certain  officers  or trustees  of the Trust are also  directors  or officers of
Scudder Kemper and KDI as indicated under "Officers and Trustees."

Custodian,  Transfer Agent and Shareholder  Service Agent. State Street Bank and
Trust Company  ("State  Street"),  225 Franklin  Street,  Boston,  Massachusetts
02110, as custodian,  has custody of all securities and cash of the Funds. State
Street  attends to the  collection of principal and income,  and payment for and
collection of proceeds  bought and sold by the Funds.  State Street also acts as
transfer agent for the Funds. Pursuant to a services agreement with State Street
and Kemper  Service  Company  ("KSvC"),  an affiliate of the Advisor,  serves as
"Shareholder  Service Agent." State Street receives,  as transfer agent,  annual
account  fees  of a  maximum  of  $8  per  account  plus  out-of-pocket  expense
reimbursement. Effective January 1, 1999, this schedule was amended to include a
$10 annual  account  fee, a $5 new account set up fee, an annual asset based fee
of 0.06% of average daily net assets and out-of-pocket expense reimbursement


Prior to August 31, 2000,  Investors  Fiduciary Trust Company  ("IFTC") acted as
Transfer Agent for the funds.

During the fiscal year ended July 31, 2000,  IFTC remitted  shareholder  service
fees for Money Market Fund in the amount of  $5,201,974,  for  Government  Money
Fund in the amount of  $631,503,  and for  Tax-Free  Money Fund in the amount of
$534,982 to KSvC as Shareholder Service Agent.


                                       12
<PAGE>

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 Fund.

PORTFOLIO TRANSACTIONS

Brokerage

Allocation of brokerage is supervised by the Advisor.

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 management'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 is zero.

The primary objective of the Advisor 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 Advisor  seeks to evaluate  the  overall  reasonableness  of
brokerage  commissions paid (to the extent applicable) through SIS's familiarity
with  commissions  charged on comparable  transactions,  as well as by comparing
commissions paid by a Fund to reported  commissions paid by others.  The Advisor
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  Advisor'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 Advisor 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 receipt of the  research,
market or  statistical  information.  In  effecting  transactions  in  over-the-
counter  securities,  orders 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 Advisor may give consideration to those firms that have sold or
are selling shares of a fund managed by the Advisor.

To the  maximum  extent  feasible,  it is expected  that the Advisor  will place
orders for a portfolio  transactions through SIS, a corporation  registered as a
broker-dealer  and a subsidiary of the Advisor.  SIS will place orders on behalf
of a fund with issuers,  underwriters or other brokers and dealers. SIS will not
receive any commission, fee or other remuneration from a fund for this service.

Although   certain   research,   market   and   statistical   information   from
broker/dealers may be useful to a Fund and to the Advisor,  it is the opinion of
the Advisor that such information only supplements its own research effort since


                                       13
<PAGE>

the  information  must still be analyzed,  weighed and reviewed by the Advisor's
staff.  Such  information may be useful to the Advisor in providing  services to
clients other than the Fund and not all such  information is used by the Advisor
in  connection  with the Fund.  Conversely,  such  information  provided  to the
Advisor by  broker/dealers  through  whom other  clients of the  Advisor  effect
securities  transactions may be useful to the Advisor in providing services to a
Fund.

The trustees 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 transaction 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 Funds for such purchases.  During the
last three  fiscal  years the Funds  paid no  portfolio  brokerage  commissions.
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.



                                       14
<PAGE>

PURCHASE AND REDEMPTION OF SHARES

Purchase 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 $1,000
($250 for IRAs) and the minimum subsequent investment is $100 ($50 for IRAs) but
such minimum  amounts may be changed at any time. See the prospectus for certain
exceptions to these  minimums.  The Funds may waive the minimum for purchases by
trustees,  directors,  officers or employees of the Trust or Scudder  Kemper and
its affiliates  and the $3 monthly fee assessed on accounts below $1,000.  Since
each Fund will be investing  in  instruments  that  normally  require  immediate
payment in Federal Funds (monies  credited to a bank's account with its regional
Federal Reserve Bank),  each Fund has adopted  procedures for the convenience of
its  shareholders  and to ensure that each Fund receives  investable  funds.  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.

If shares of a Fund to be redeemed  were  purchased by check or through  certain
Automated Clearing House ("ACH") transactions, 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  will be up to 10 days from
receipt by the Fund of the purchase  amount.  Shareholders may not use expedited
redemption procedures (wire transfer or Redemption Check) until the shares being
redeemed have been owned for at least 10 days, and shareholders may not use such
procedures to redeem shares held in  certificated  form.  There is no delay when
shares being redeemed were purchased by wiring Federal Funds.

Orders for purchase of shares of a Fund received by wire transfer in the form of
Federal Funds will be effected at the next  determined  net asset value.  Shares
purchased by wire will  receive (i) that day's  dividend if effected at or prior
to the 1:00 p.m.  Central  time net asset value  determination  for Money Market
Fund and  Government  Money Fund and at or prior to the 11:00 a.m.  Central time
net asset value determination for Tax-Free Money Fund otherwise the dividend for
the next calendar day if effected at the 3:00 p.m.  Central time net asset value
determination.  Orders  processed  through dealers or other  financial  services
firms via  Fund/SERV  will be effected at the 3:00 p.m.  Central  time net asset
value effective on the trade date. These purchases will begin earning  dividends
the calendar day following the payment date.

Orders for purchase  accompanied by a check or other  negotiable bank draft will
be accepted and effected as of 3:00 p.m.  Central time on the next  business day
following  receipt  and such  shares  will  receive  the  dividend  for the next
calendar  day  following  the day the  purchase  is  effected.  If an  order  is
accompanied by a check drawn on a foreign bank, funds must normally be collected
on such check before shares will be purchased.


If payment is wired in Federal  Funds,  the payment should be directed to Zurich
Money Funds: United Missouri Bank of Kansas City, N.A. (ABA #1010-0069-5) Zurich
Money   Market  Fund:   #98-0103-346-8,   or  Zurich   Government   Money  Fund:
98-0116-259-4 or, Zurich Tax-Free Money Fund: 98-0001-577-6


Redemption of Shares

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.  If processed at 3:00 p.m. Central time,
the  shareholders  will receive that day's dividend.  A shareholder may elect to
use either the regular or  expedited  redemption  procedures.  Shareholders  who
redeem  shares of a Fund will receive the net asset value of such shares and all
declared but unpaid dividends on such shares.

                                       15
<PAGE>

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 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 the
Fund to determine the value of its net assets,  or (c) for such other periods as
the Securities and Exchange Commission may by order permit for the protection of
the Funds' shareholders.


Although it is each  Fund's  present  policy to redeem in cash,  if the Board of
Trustees  determines that a material  adverse effect would be experienced by the
remaining  shareholders  if payment were made wholly in cash, the Trust will pay
the redemption  price 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 1940 Act  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.

Regular  Redemptions.  When shares are held for the account of a shareholder  by
the Trust's transfer agent, the shareholder may redeem them by sending a written
request with signatures  guaranteed to Kemper Service Company,  P.O. Box 219557,
Kansas City, Missouri 64121-9557. When certificates for shares have been issued,
they must be mailed to or deposited with the  Shareholder  Service Agent,  along
with a duly  endorsed  stock  power and  accompanied  by a written  request  for
redemption.  Redemption  requests  and a stock  power  must be  endorsed  by the
account holder with signatures  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 redemption
request  and stock  power must be signed  exactly as the  account is  registered
including any special capacity of the registered owner. Additional documentation
may  be  requested,  and  a  signature  guarantee  is  normally  required,  from
institutional  and fiduciary account holders,  such as corporations,  custodians
(e.g.,  under the Uniform Transfers to Minors Act),  executors,  administrators,
trustees or guardians.


Telephone Redemptions. If the proceeds of the 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,  guardian and  custodian  account
holders,  provided the trustee,  executor  guardian or custodian is named in the
account  registration.  Other  institutional  account  holders may exercise this
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,  provided  that  this
privilege  has  been  pre-authorized  by the  institutional  account  holder  or
guardian account holder by written  instruction to the Shareholder Service Agent
with  signatures  guaranteed.  Shares  purchased by check or through certain ACH
transactions  may not be redeemed  under this  privilege of redeeming  shares by
telephone  request until such shares have been owned for at least 10 days.  This
privilege of redeeming shares by telephone request or by written request without
a signature  guarantee may not be used to redeem shares held in certificate form
and may  not be used if the  shareholder's  account  has had an  address  change
within 30 days of the redemption request. During periods when it is difficult to
contact the Shareholder  Service Agent by telephone,  it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
Each  Portfolio  reserves the right to terminate or modify this privilege at any
time.


Expedited   Wire  Transfer   Redemptions.   If  the  account  holder  has  given
authorization for expedited wire redemption to the account holder's brokerage or
bank  account,  shares  can be  redeemed  and  proceeds  sent by a federal  wire
transfer to a single  previously  designated  account.  Requests received by the
Shareholder Service Agent prior to 11:00 a.m. Central time will result in shares
being redeemed that day and normally the proceeds will be sent to the designated
account that day. Once  authorization is on file, the Shareholder  Service Agent
will honor requests by telephone at 1-800-621-1048 or in writing, subject to the
limitations on liability.  A Portfolio is not  responsible for the efficiency of


                                       16
<PAGE>

the federal wire system or the account holder's financial services firm or bank.
Each Portfolio  currently does not charge the account holder for wire transfers.
The  account  holder is  responsible  for any  charges  imposed  by the  account
holder's firm or bank. There is a $1,000 wire redemption  minimum. 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,
or contact the firm through which shares of a Portfolio were  purchased.  Shares
purchased by check or through  certain ACH  transactions  may not be redeemed by
wire  transfer  until the shares  have been owned for at least 10 days.  Account
holders may not use this  procedure to redeem shares held in  certificate  form.
During periods when it is difficult to contact the Shareholder  Service Agent by
telephone,  it may be difficult to use the expedited  wire  transfer  redemption
privilege.  Each  Portfolio  reserves  the right to  terminate  or  modify  this
privilege at any time.


Redemptions By Draft. Upon request, shareholders will be provided with drafts to
be drawn on a Portfolio  ("Redemption  Checks").  These Redemption Checks may be
made  payable  to the  order  of any  person  for  not  more  than  $5  million.
Shareholders  should not write  Redemption  Checks in an amount less than $1,000
since a $10 service fee will be charged as  described  below.  When a Redemption
Check is presented  for  payment,  a  sufficient  number of full and  fractional
shares in the  shareholder's  account will be redeemed as of the next determined
net asset value to cover the amount of the  Redemption  Check.  This will enable
the  shareholder  to  continue  earning  dividends  until  a Fund  receives  the
Redemption  Check. A shareholder  wishing to use this method of redemption  must
complete and file an Account  Application  which is available  from each Fund or
firms through which shares were purchased.  Redemption Checks should not be used
to close an account  since the  account  normally  includes  accrued  but unpaid
dividends. Each Fund reserves the right to terminate or modify this privilege at
any time. This privilege may not be available through some firms that distribute
shares of each Fund. In addition,  firms may impose minimum balance requirements
in order to offer this feature. Firms may also impose fees to investors for this
privilege or establish  variations  of minimum check amounts if approved by each
Fund.

Unless one signer is authorized on the Account  Application,  Redemption  Checks
must be signed by all account holders. Any change in the signature authorization
must be  made  by  written  notice  to the  Shareholder  Service  Agent.  Shares
purchased by check or through  certain ACH  transactions  may not be redeemed by
Redemption Check until the shares have been on a Portfolio's  books for at least
10 days.  Shareholders  may not use this  procedure  to  redeem  shares  held in
certificate  form.  Each Fund  reserves  the right to  terminate  or modify this
privilege at any time.

A Fund 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
Portfolio  shares in excess of the value of a Fund  account or in an amount less
than $1,000;  when a Redemption Check is presented that would require redemption
of shares that were  purchased  by check or certain ACH  transactions  within 10
days; or when "stop payment" of a Redemption Check is requested.

Special Features. Certain firms that offer Shares of a Fund also provide special
redemption  features  through  charge or debit cards and checks that redeem Fund
Shares.  Various firms have different  charges for their services.  Shareholders
should obtain information from their firm with respect to any special redemption
features,  applicable charges, minimum balance requirements and special rules of
the cash management program being offered.

DIVIDENDS, NET ASSET VALUE AND TAXES

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.

                                       17
<PAGE>

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 Tax-Free  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 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 $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.
Taxable  Portfolios.  Money Market Fund and Government Money Fund each intend to
continue 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.  Long-term
capital  gains  distributions,  if any, are taxable as long-term  capital  gains
regardless of the length of time shareholders have owned their shares. Dividends
from these  Portfolios  do not  qualify  for the  dividends  received  deduction
available to corporate shareholders.


Dividends declared in October, November or December to shareholders of record as
of a date in one of those  months and paid  during  the  following  January  are
treated  as paid on  December  31 of the  calendar  year in which  declared  for
Federal income tax purposes.  The Portfolio may adjust its schedule for dividend
reinvestment for the month of December to assist in complying with the reporting
and minimum distribution requirements contained in the Code.

Tax-Free Money Fund intends to continue 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 Portfolio 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 included
by shareholders in their gross income for Federal income tax purposes, except to


                                       18
<PAGE>

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.  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 Tax-Free Money 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.  For
the 1998 calendar year 19% of the net interest  income was derived from "private
activity bonds. "

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.

Shareholders  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 received from Tax-Free Money Fund.

 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 Tax-Free Money Fund, and 50% of Social  Security
benefits.

The tax exemption of dividends  from Tax-Free  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 advisers as to the
status of their accounts under state and local tax laws.

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  distribution  that is transferred
directly  to another  qualified  retirement  plan,  403(b)(7)  account,  or IRA.
Shareholders  should  consult their tax advisers  regarding the 20%  withholding
requirement.

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, Tax-Free Money
Fund may not be an  appropriate  investment  for  persons  who are  `substantial
users' of facilities  financed by industrial  development bonds held by Tax-Free
Money Fund or are `related  persons' to such users;  such persons should consult
their tax advisers before investing in Tax-Free 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 Tax-Free Money
Fund,  may  be  includible  in  modified  alternative  minimum  taxable  income.
Corporate shareholders are advised to consult their tax advisers with respect to
the consequences of the Superfund Act.

Shareholders  normally will receive  monthly  confirmations  of dividends and of
purchase  and  redemption  transactions  except that  confirmations  of dividend
reinvestment for IRAs and other fiduciary accounts for which Investors Fiduciary
Trust  Company  serves as  trustee  will be sent  quarterly.  Firms may  provide


                                       19
<PAGE>

varying  arrangements  with their  clients  with respect to  confirmations.  Tax
information  will be provided  annually.  Shareholders  are encouraged to retain
copies of their account  confirmation  statements or year-end statements for tax
reporting  purposes.  However,  those who have  incomplete  records  may  obtain
historical account transaction information at a reasonable fee.

PERFORMANCE

From  time to time,  the  Trust  may  advertise  several  types  of  performance
information for the Portfolio,  including  "yield",  "effective  yield" and, for
Tax-Free Money Fund only, "tax equivalent yield." Each of these figures is based
upon historical  earnings and is not representative of the future performance of
the Fund. The yield of the Fund refers to the net investment income generated by
a  hypothetical  investment in the Portfolio 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 when annualized. The
effective yield will be slightly  higher than the yield due to this  compounding
effect.

Each Fund's seven-day yield is computed in accordance with a standardized method
prescribed  by rules of the  Securities  and  Exchange  Commission.  Under  that
method,  the yield quotation is based on a seven-day  period and is computed for
the Portfolio as follows.  The first  calculation is net  investment  income per
share,  which  is  accrued  interest  on  portfolio  securities,  plus or  minus
amortized  discount  or  premium,  less  accrued  expenses.  This number is then
divided by the price per share  (expected  to remain  constant  at $1.00) at the
beginning of the period ("base period return").  The result is then divided by 7
and  multiplied by 365 and the resulting  yield figure is carried to the nearest
one-hundredth  of one percent.  Realized  capital gains or losses and unrealized
appreciation   or   depreciation   of  investments   are  not  included  in  the
calculations.  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.

Each Fund's  seven-day  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 seven-day  effective yield is: (seven-day base
period return +1)365/7 - 1. Each Fund may also advertise a thirty-day  effective
yield in which case the formula is (thirty-day base period return +1)365/30 - 1.

The tax  equivalent  yield of Tax-Free  Money Fund is computed by dividing  that
portion  of the  Portfolio's  yield  (computed  as  described  above)  which  is
tax-exempt  by (one  minus the  stated  Federal  income tax rate) and adding the
product  to that  portion,  if any,  of the yield of the  Portfolio  that is not
tax-exempt.

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.

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,
2000.

                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                      *Tax-
                                         Effective  Equivalent                               Total   Total    Total
                                Yield      Yield      Yield      AATR     AATR      AATR    Return  Return   Return
  Fund                         7 days     7 days      7 days     1 yr.    5 yrs.   10 yrs.   1 yr.   5 yrs.  10 yrs.
  ----                         ------     ------      ------     -----    ------   --------  -----   ------  -------
  <S>                          <C>        <C>         <C>        <C>      <C>      <C>       <C>      <C>      <C>


   Money Market                 6.32%                            5.78     5.33      4.97     5.78    29.65    62.46
   Government Money             6.24%                            5.59     5.26      4.92     5.59    29.22    61.71
   Tax-Free Money               3.96%                            3.58     3.37      3.37     3.58    18.02    39.33

</TABLE>

    *    Based upon a marginal federal income tax rate of 37.1%.

 The tax  equivalent  yield of Tax-Free  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-Free 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.

Money market mutual funds allow smaller  investors to  participate  in the money
market and to receive money market yields that previously were available only to
those investors with large sums of money. Prior to the introduction of the first
money market mutual funds, small investors wanting to manage their cash reserves
had a limited  choice of bank products  available  with a  predetermined  set of
interest  rates  such  as  passbook  savings  accounts  and  checking  accounts.
Currently, there are hundreds of money market funds managing billions of dollars
for millions of investors. Zurich Money Funds is one of the largest money market
funds.

Investors  have an  extensive  choice of money  market  funds  and money  market
deposit  accounts and the information  below may be useful to investors who wish
to compare the past performance of Money Market Fund,  Government Money Fund and
Tax-Free Money Fund with that of their competitors. Past performance cannot be a
guarantee of future results.

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. From time to time the Funds may include in their sales communications
ranking and rating information received from various  organizations,  to include
but not be limited to, ratings from Morningstar, Inc. and rankings from Lipper.

A Fund's  performance  also may be  compared on a before or  after-tax  basis to
various bank products, including the average rate of bank and thrift institution
money  market  deposit   accounts,   interest  bearing  checking   accounts  and
certificates of deposit as reported in the BANK RATE MONITOR National  Index(TM)
of 100  leading  bank and  thrift  institutions  as  published  by the BANK RATE
MONITOR(TM),  N. Palm Beach, Florida 33408. The rates published by the BANK RATE
MONITOR National Index(TM) are averages of the personal account rates offered on
the Wednesday prior to the date of publication by 100 large banks and thrifts in
the top ten Consolidated Standard Metropolitan Statistical Areas.

                                       21
<PAGE>

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 Funds  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, without charge.

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 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
Tax-Free  Money Fund may generate.  Both tables are based upon current law as to
the 1999 federal tax rate schedules.


Taxable  Equivalent Yield Table for Persons Whose Adjusted Gross Income is Under
$126,600


<TABLE>
<CAPTION>
                                                   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:
------------------------ -------------------- --------------- ------- ------- ------- ------- ------- ---------
<S>                       <C>                 <C>             <C>     <C>     <C>     <C>     <C>     <C>


    $25,751-$62,450       $43,051-$104,050        28.0%       2.78%   4.17%   5.56%   6.94%   8.33%    9.72%

------------------------ -------------------- --------------- ------- ------- ------- ------- ------- ---------

     Over $62,450           Over $104,050          31.0       2.90%   4.35%   5.80%   7.25%   8.70%    10.14%

------------------------ -------------------- --------------- ------- ------- ------- ------- ------- ---------
</TABLE>


Taxable  Equivalent  Yield Table for Persons Whose Adjusted Gross Income is Over
$126,600*

<TABLE>
<CAPTION>
                                                   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:
------------------------ -------------------- --------------- ------- ------- ------- ------- --------- -------
<S>                       <C>                 <C>             <C>     <C>     <C>     <C>     <C>       <C>

   $62,450-$130,250       $104,051-$158,550       31.9%       2.94%   4.41%   5.87%   7.34%   8.81%     10.28%



                                       22
<PAGE>

------------------------ -------------------- --------------- ------- ------- ------- ------- --------- -------

   $130,251-$283,150      $158,551-$283,150       37.1        3.18%   4.77%   6.36%   7.95%   9.54%     11.13%

------------------------ -------------------- --------------- ------- ------- ------- ------- --------- -------

     Over $283,150          Over $283,150         40.8        3.38%   5.07%   6.76%   8.45%   10.14%    11.82%

------------------------ -------------------- --------------- ------- ------- ------- ------- --------- -------
</TABLE>


o    This table assumes a decrease of $3.00 of itemized deductions for each $100
     of adjusted gross income over $126,600.  For a married couple with adjusted
     gross income between  $186,800 and $309,300  (single  between  $126,600 and
     $247,000),  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  Advisor  and KDI,  the
principal underwriter, or their affiliates, are as follows:

JOHN W. BALLANTINE  (2/16/46),  Trustee,  1500 North Lake Shore Drive,  Chicago,
Illinois;  First  Chicago NBD  Corporation/The  First  National Bank of Chicago:
1996-1998 Executive Vice President and Chief Risk Management Officer;  1995-1996
Executive Vice President and Head of International Banking;  1992-1995 Executive
Vice President, Chief Credit and Market Risk Officer.

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,  7011 Green Tree Drive,  Naples,  Florida;
Retired; formerly, Executive Vice President, A.O. Smith Corporation (diversified
manufacturer).

ROBERT B.  HOFFMAN  (12/11/36),  Trustee,  1530 North  State  Parkway,  Chicago,
Illinois; Chairman, Harnischfeger Industries, Inc. (machinery for the mining and
paper industries); formerly, 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.

THOMAS  W.  LITTAUER  (4/26/55),  Chairman,  Trustee  and Vice  President*,  Two
International  Place,  Boston,   Massachusetts;   Managing  Director,   Advisor;
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.

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 (Tax),  U.S. Department  of Justice; Director, Bethlehem Steel
Corp.

WILLIAM P. SOMMERS  (7/22/33),  Trustee,  24717 Harbour View Drive,  Ponte Vedra
Beach,  Florida;  Consultant  and  Director,  SRI  Consulting;   prior  thereto,
President  and  Chief  Executive  Officer,   SRI  International   (research  and
development);   prior  thereto,  Executive  Vice  President,   Iameter  (medical
information  and  educational  service  provider);  prior  thereto,  Senior Vice
President  and Director,  Booz,  Allen & Hamilton  Inc.  (management  consulting
firm); Director, PSI Inc., Evergreen Solar, Inc. and Litton Industries.

                                       23
<PAGE>

MARK S. CASADY  (9/21/60),  President*,  345 Park  Avenue,  New York,  New York;
Managing  Director,  Advisor;  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, Advisor.

ANN M. McCREARY (11/6/56), Vice President*, 345 Park Avenue, New York, New York;
Managing Director, Advisor.

KATHRYN L. QUIRK  (12/3/52),  Vice  President*,  345 Park Avenue,  New York, New
York; Managing Director, Advisor.

FRANK J. RACHWALSKI,  JR. (3/26/45), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Advisor.

LINDA J. WONDRACK (9/12/64),  Vice President*,  Two International Place, Boston,
Massachusetts; Senior Vice President, Advisor.

JOHN  R.  HEBBLE  (6/27/58),   Treasurer*,   Two  International  Place,  Boston,
Massachusetts; Senior Vice President, Advisor.

BRENDA LYONS (2/21/63),  Assistant Treasurer*,  Two International Place, Boston,
Massachusetts; Senior Vice President, Advisor.

CAROLINE  PEARSON  (4/1/62),  Assistant  Secretary*,  Two  International  Place,
Boston,  Massachusetts;  Senior Vice President,  Advisor;  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,  Advisor;  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).

* Interested persons of the Funds as defined in the 1940 Act.


As of October 31, 2000,  the  officers  and  trustees of the Trust,  as a group,
owned less than 1% of the outstanding shares of each Fund and no person owned of
record 5% or more of the outstanding shares of any Fund.


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 2000 fiscal year except that the  information  in the last column is for
calendar year 1999.

                                                           Total Compensation
                                                              From Trust and
                               Aggregate Compensation          Fund Complex
Name of Trustee                      From Trust            Paid to Trustees***
---------------                      ----------            -------------------
John W. Ballantine*                                              $57,230
Lewis A. Burnham                                                  89,340
Donald L. Dunaway*                                                96,970
Robert B. Hoffman                                                 87,770
Donald R. Jones                                                   87,820
Shirley D. Peterson                                               82,820
William P. Sommers                                                82,820

                                       24
<PAGE>

*    Mr. Ballantine was elected to the Board on May 18, 9999


**   Includes deferred fees. Pursuant to deferred  compensation  agreements with
     the Trust,  deferred amounts accrue interest monthly at a rate equal to the
     yield of Zurich Money Funds -- Zurich Money  Market  Fund.  Total  deferred
     fees (including interest thereon) accrued through July 31, 2000 and payable
     from the Trust to Mr. Dunaway are $______.


***  Includes  compensation  during  1999 for  service  on 25 funds  managed  by
     Scudder Kemper with 43 fund portfolios.  Each trustee currently serves as a
     trustee of 26 funds managed by Scudder Kemper with 48 fund portfolios.

As of October 31, 2000,  the  officers  and  trustees of the Trust,  as a group,
owned less than 1% of the outstanding shares of each Fund and no person owned of
record 5% or more of the outstanding shares of any Fund.

Code of Ethics.  The Funds,  the Advisor  and  principal  underwriter  have each
adopted codes of ethics under rule 17j-1 of the  Investment  Company Act.  Board
members,  officers  of the Funds and  employees  of the  Advisor  and  principal
underwriter are permitted to make personal  securities  transactions,  including
transactions in securities  that may be purchased or held by the Funds,  subject
to requirements and restrictions set forth in the applicable Code of Ethics. The
Advisor's  Code of Ethics  contains  provisions  and  requirements  designed  to
identify and address certain  conflicts of interest between personal  investment
activities  and the interests of the Funds.  Among other  things,  the Advisor's
Code of Ethics  prohibits  certain types of transactions  absent prior approval,
imposes  time  periods  during which  personal  transactions  may not be made in
certain   securities,   and  requires  the   submission   of  duplicate   broker
confirmations  and quarterly  reporting of securities  transactions.  Additional
restrictions apply to portfolio managers,  traders, research analysts and others
involved  in the  investment  advisory  process.  Exceptions  to these and other
provisions  of the  Advisor's  Code  of  Ethics  may be  granted  in  particular
circumstances after review by appropriate personnel.

SPECIAL FEATURES

Automatic  Withdrawal  Program. If you own $5,000 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.  The $5,000  minimum  account  size is not  applicable  to  Individual
Retirement Accounts.  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.  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.

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    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  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.

                                       25
<PAGE>

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 1940 Act; (c) any termination of the Trust, a Fund or a class to
the extent and as provided in the Declaration of Trust; (d) any amendment of the
Declaration  of Trust  (other than  amendments  changing  the name of the Trust,
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.

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


                                       26
<PAGE>

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 Scudder Kemper 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.






                                       27
<PAGE>


                       APPENDIX -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2 and Prime-1, Prime-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.

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.

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.

                                       28
<PAGE>

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.






                                       29

<PAGE>

                               ZURICH MONEY FUNDS
                                     PART C.
                                OTHER INFORMATION

<TABLE>
<CAPTION>
Item 23. Exhibits

<S>           <C>          <C>          <C>
              (a)          (a)(1)       Declaration of Trust is incorporated herein by reference to
                                        Amendment No. 41 on Form N-1A filed on November 16, 1995.

                           (a)(2)       Amendment to Declaration of Trust is incorporated herein by
                                        reference to Amendment No. 41 on Form N-1A filed on November 16,
                                        1995

                           (a)(3)       Amendment to Declaration of Trust is incorporated herein by
                                        reference to Amendment No. 41 on Form N-1A filed on November 16,
                                        1995

                           (a)(4)       Amendment  to  Declaration  of  Trust  is  incorporated   herein  by
                                        reference  to  Amendment  No.  42 on Form  N-1A  filed  on or  about
                                        November 6, 1996.

                           (a)(5)       Amendment  to  Declaration  of  Trust  is  incorporated   herein  by
                                        reference  to  Amendment  No.  43 on Form  N-1A  filed  on or  about
                                        November 14, 1997.

                           (a)(6)       Amended and Restated  Declaration of Trust is incorporated herein by
                                        reference to Post  Effective  Amendment No. 45 filed on November 25,
                                        1998.

              (b)                       By-Laws is incorporated herein by reference to Post-Effective
                                        Amendment No. 41 to the Registration Statement filed on November
                                        16, 1995.

              (c)                       Specimen   Share   Certificate   is   incorporated   herein   by  to
                                        Post-Effective  Amendment No. 41 to the Registration Statement filed
                                        on November 16, 1995.

              (d)                       Investment  Management  Agreement  for  Zurich  Money  Market  Fund,
                                        Zurich  Government  Money  Fund and  Zurich  Tax Free  Money Fund is
                                        incorporated  herein by to  Post-Effective  Amendment  No. 46 to the
                                        Registration Statement filed on September 28, 1999.

              (e)                       Underwriting   Agreement  for  Zurich  Money  Market  Fund,   Zurich
                                        Government   Money   Fund  and   Zurich   Tax  Free  Money  Fund  is
                                        incorporated herein by reference to Post-Effective  Amendment No. 45
                                        filed on November 25, 1998.

              (f)                       Inapplicable.

              (g)                       Custodian  Agreement for Zurich Money Market Fund, Zurich Government
                                        Money Fund and Zurich Tax Free Money Fund is incorporated  herein by
                                        to  Post-Effective  Amendment No. 46 to the  Registration  Statement
                                        filed on September 28, 1999.

<PAGE>

              (h)          (h)(1)       Fund  Accounting  and  Services  Agreement  for Money Market Fund is
                                        incorporated  herein by reference to  Post-Effective  Amendment  No.
                                        45, filed on November 25, 1998.

                           (h)(2)       Fund Accounting and Services  Agreement for Government Money Fund is
                                        incorporated  herein by reference to  Post-Effective  Amendment  No.
                                        45, filed on November 25, 1998.

                           (h)(3)       Fund  Accounting  and Services  Agreement  for Zurich Tax Free Money
                                        Fund  is   incorporated   herein  by  reference  to   Post-Effective
                                        Amendment No. 45, filed on November 25, 1998.

              (i)                       Legal Opinion and Consent of Counsel is filed herein.

              (j)                       Consent of Independent Auditors is filed herein.

              (k)                       Inapplicable.

              (l)                       Inapplicable.

              (m)                       Inapplicable.

              (n)                       Inapplicable.

              (p)(1)                    Scudder Kemper Investments, Inc.  Code of Ethics.
                                        (Incorporated  by reference to  Post-Effective  Amendment  No. 38 to
                                        the Registration Statement.)
</TABLE>



Item 24.  Persons  Controlled  by or Under  Common  Control with Registrant

         Not applicable.


Item 25.  Indemnification

         Article VIII of the Registrant's Agreement and Declaration of Trust
(Exhibit 1 hereto, which is incorporated herein by reference) provides in effect
that the Registrant will indemnify its officers and trustees under certain
circumstances. However, in accordance with Section 17(h) and 17(i) of the
Investment Company Act of 1940 and its own terms, said Article of the Agreement
and Declaration of Trust does not protect any person against any liability to
the Registrant or its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such trustee, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question as to whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>

Item 26.          Business and Other Connections of Investment Adviser
--------          ----------------------------------------------------

                  Scudder Kemper Investments, Inc. has stockholders and
                  employees who are denominated officers but do not as such have
                  corporation-wide responsibilities. Such persons are not
                  considered officers for the purpose of this Item 26.

<TABLE>
<CAPTION>
Name
                           Business and Other Connections of Board of Trustees of Registrant's Adviser
                           ---------------------------------------------------------------------------

<S>                        <C>
Stephen R. Beckwith        Treasurer, Scudder Kemper Investments, Inc.**
                           Director, Kemper Service Company
                           Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
                           Director and Treasurer, 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**
                           Director and Chairman, Scudder Threadneedle International Ltd.
                           Director, Scudder Kemper Holdings (UK) Ltd. oo
                           Director and President, Scudder Realty Holdings Corporation *
                           Director, Scudder, Stevens & Clark Overseas Corporation o
                           Director and Treasurer, Zurich Investment Management, Inc. xx
                           Director and Treasurer, Zurich Kemper Investments, Inc.

Lynn S. Birdsong           Director, Vice President and Chief Investment Officer, Scudder Kemper Investments, Inc. **
                           Director and Chairman, Scudder Investments (Luxembourg) S.A. #
                           Director, Scudder Investments (U.K.) Ltd. oo
                           Director and Chairman of the Board, Scudder Investments Asia, Ltd. ooo
                           Director and Chairman, Scudder Investments Japan, Inc. +
                           Senior Vice President, Scudder Investor Services, Inc.
                           Director and Chairman, Scudder Trust (Cayman) Ltd. @@@
                           Director, Scudder, Stevens & Clark Australia x
                           Director and Vice President, Zurich Investment Management, Inc. xx
                           Director and President, Scudder, Stevens & Clark Corporation **
                           Director and President, Scudder , Stevens & Clark Overseas Corporation o
                           Director, Scudder Threadneedle International Ltd.
                           Director, Korea Bond Fund Management Co., Ltd. @@

William H. Bolinder        Director, Scudder Kemper Investments, Inc.**
                           Member Group Executive Board, Zurich Financial Services, Inc. ##
                           Chairman, Zurich-American Insurance Company xxx

Nicholas Bratt             Director and Vice President, Scudder Kemper Investments, Inc.**
                           Vice President, Scudder MAXXUM Company***
                           Vice President, Scudder, Stevens & Clark Corporation**
                           Vice President, Scudder, Stevens & Clark Overseas Corporation o

<PAGE>
Name
----
                           Business and Other Connections of Board of Trustees of Registrant's Adviser
                           ---------------------------------------------------------------------------

Laurence W. Cheng          Director, Scudder Kemper Investments, Inc.**
                           Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
                           Director, ZKI Holding Corporation xx

Gunther Gose               Director, Scudder Kemper Investments, Inc.**
                           CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
                           CEO/Branch Offices, Zurich Life Insurance Company ##

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 xxx
                           Director, ZKI Holding Corporation xx

Harold D. Kahn             Chief Financial Officer, Scudder Kemper Investments, Inc.**

Kathryn L. Quirk           Director and Secretary, Scudder, Stevens & Clark Overseas Corporation o
                           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, Chief Legal Officer and Secretary, Scudder Financial Services,
                           Inc.*
                           Director, Korea Bond Fund Management Co., Ltd. @@
                           Director, Scudder Threadneedle International Ltd.
                           Director, Chairman of the Board and Secretary, Scudder Investments Canada, Ltd.
                           Director, Scudder Investments Japan, Inc. +
                           Director and Secretary, Scudder Kemper Holdings (UK) Ltd. oo
                           Director and Secretary, Zurich Investment Management, Inc. xx
                           Director, Secretary, Chief Legal Officer and Vice President, Kemper Distributors, 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 o
                           President and Director, Scudder, Stevens & Clark Corporation**
                           Director, Scudder Realty Advisors, Inc. @
                           Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
                           Director, Scudder Threadneedle International Ltd.  oo
                           Director, Scudder Investments Japan, Inc. +
                           Director, Scudder Kemper Holdings (UK) Ltd. oo
                           President and Director, Zurich Investment Management, Inc. xx
                           Director and Deputy Chairman, Scudder Investment Holdings, Ltd.
</TABLE>

                     *     Two International Place, Boston, MA
                     @     333 South Hope Street, Los Angeles, CA

<PAGE>

                     **    345 Park Avenue, New York, NY
                     #     Societe Anonyme, 47, Boulevard Royal, L-2449
                           Luxembourg, R.C. Luxembourg B 34.564
                     ***   Toronto, Ontario, Canada
                     @@@   Grand Cayman, Cayman Islands, British West Indies
                     o     20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
                     ###   1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
                     xx    222 S. Riverside, Chicago, IL
                     xxx   Zurich Towers, 1400 American Ln., Schaumburg, IL
                     @@    P.O. Box 309, Upland House, S. Church St.,
                           Grand Cayman, British West Indies
                     ##    Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
                     oo    1 South Place 5th floor, London EC2M 2ZS England
                     ooo   One Exchange Square 29th Floor, Hong Kong
                     +     Kamiyachyo Mori Building, 12F1, 4-3-20, Toranomon,
                           Minato-ku, Tokyo 105-0001
                     x     Level 3, 5 Blue Street North Sydney, NSW 2060

Item 27.          Principal Underwriters.
--------          -----------------------

         (a)

         Kemper Distributors, Inc. acts as principal underwriter of the
         Registrant's shares and acts as principal underwriter of the Kemper
         Funds.

         (b)

         Information on the officers and directors of Kemper Distributors, Inc.,
         principal underwriter for the Registrant is set forth below. The
         principal business address is 222 South Riverside Plaza, Chicago,
         Illinois 60606.

<TABLE>
<CAPTION>
         (1)                    (2)                                         (3)


         Name                   Positions and Offices with                   Positions and
         ----                   Kemper Distributors, Inc.                    Offices with Registrant
                                -------------------------                    -----------------------

<S>      <C>                    <C>                                          <C>
         Thomas V. Bruns        President                                    None

         Linda C. Coughlin      Director and Vice Chairman                   None

         Kathryn L. Quirk       Director, Secretary, Chief Legal             Vice President
                                Officer and Vice President

         James J. McGovern      Chief Financial Officer and Treasurer        None

         Linda J. Wondrack      Vice President and Chief Compliance Officer  Vice President

         Paula Gaccione         Vice President                               None

         Michael E. Harrington  Managing Director                            None

         Todd N. Gierke         Assistant Treasurer                          None

         Philip J. Collora      Assistant Secretary                          Vice President and Secretary


<PAGE>

                                Positions and Offices with                   Positions and
         Name                   Kemper Distributors, Inc.                    Offices with Registrant
         ----                   -------------------------                    -----------------------

         Diane E. Ratekin       Assistant Secretary                          None

         Mark S. Casady         Director and Chairman                        President

         Terrence S. McBride    Vice President                               None

         Robert Froelich        Managing Director                            None

         C. Perry Moore         Senior Vice President and Managing Director  None

         Lorie O'Malley         Managing Director                            None

         William F. Glavin      Managing Director                            None

         Gary N. Kocher         Managing Director                            None

         Susan K. Crenshaw      Vice President                               None

         Johnston A. Norris     Managing Director and Senior Vice President  None

         John H. Robison, Jr.   Managing Director and Senior Vice President  None

         Robert J. Guerin       Vice President                               None

         Kimberly S. Nassar     Vice President                               None
</TABLE>

         (c)      Not applicable


Item 28.  Location of Accounts and Records

         Accounts, books and other documents are maintained at the offices of
the Registrant, the offices of Registrant's investment adviser, Scudder Kemper
Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, at the
offices of the Registrant's principal underwriter, Kemper Distributors, Inc.,
222 South Riverside Plaza, Chicago, Illinois 60606 or, in the case of records
concerning custodial functions, at the offices of the custodian, State Street
Bank and Trust Company ("State Street"), 225 Franklin Street, Boston
Massachusetts 02110 or, in the case of records concerning transfer agency
functions, at the offices of State Street and of the shareholder service agent,
Kemper Service Company, 811 Main Street, Kansas City, Missouri 64105.

Item 29.  Management Services

         Not applicable.

Item 30.  Undertakings

         Not applicable.


<PAGE>

                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and State of Illinois, on the
25th day of November, 2000.

                                              ZURICH 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 the 25th day of November 2000 on
behalf of the following persons in the capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE                                           TITLE                                     DATE
---------                                           -----                                     ----

<S>                                                 <C>                                       <C>

/s/ Thomas W. Littauer
----------------------------------------------
Thomas W. Littauer*                                 Chairman and Trustee                      November 25, 2000


/s/ John R. Hebble
----------------------------------------------
John R. Hebble                                      Treasurer (Principal Financial            November 25, 2000
                                                    and Accounting Officer)

/s/ John W. Ballatine
----------------------------------------------
John W. Ballatine*                                  Trustee                                   November 25, 2000


/s/ Lewis A. Burnham
----------------------------------------------
Lewis A. Burnham*                                   Trustee                                   November 25, 2000


/s/ Linda C. Coughlin
----------------------------------------------
Linda C. Coughlin                                   Trustee                                   November 25, 2000


/s/ Donald L. Dunaway
----------------------------------------------
Donald L. Dunaway*                                  Trustee                                   November 25, 2000


/s/ Robert B. Hoffman
----------------------------------------------
Robert B. Hoffman*                                  Trustee                                   November 25, 2000


/s/ Donald R. Jones
----------------------------------------------
Donald R. Jones*                                    Trustee                                   November 25, 2000


/s/ Shirley D. Peterson
----------------------------------------------
Shirley D. Peterson*                                Trustee                                   November 25, 2000



<PAGE>





/s/ William P. Sommers
----------------------------------------------
William P. Sommers*                                 Trustee                                   November 25, 2000
</TABLE>




     *By:/s/ Philip J. Collora
         -------------------------------------
         Philip J. Collora**                        Secretary

         **Philip J. Collora signs this document pursuant to powers of attorney
           contained in and incorporated by reference to Post-Effective
           Amendment No. 44 to the Registration Statement filed September 30,
           1998, and Post-Effective Amendment No. 48 filed on November 24, 1999.


<PAGE>

                                                                File No. 2-51992
                                                               File No. 811-2527


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM N-1A

                         PRE-EFFECTIVE AMENDMENT NO. 50
                                                     --
                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                AMENDMENT NO. 50
                                              --

                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940

                               ZURICH MONEY FUNDS



<PAGE>


                               ZURICH MONEY FUNDS
                                  EXHIBIT INDEX

                                   Exhibit (i)

                                   Exhibit (j)



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission