<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1995
1933 ACT REGISTRATION NO. 33-32476
1940 ACT REGISTRATION NO. 811-5970
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 5 /X/
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 6 /X/
</TABLE>
(Check appropriate box or boxes)
------------------
CASH ACCOUNT TRUST
(Exact name of Registrant as Specified in Charter)
120 South LaSalle Street, Chicago, Illinois 60603
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (312) 781-1121
Philip J. Collora, Vice President and With a copy to:
Secretary Charles F. Custer
Cash Account Trust Vedder, Price, Kaufman & Kammholz
120 South LaSalle Street 222 North LaSalle Street
Chicago, Illinois 60603 Chicago, Illinois 60601
(Name and Address of Agent for Service)
REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT
OF 1940. THE RULE 24F-2 NOTICE FOR REGISTRANT'S FISCAL YEAR ENDED APRIL 30, 1994
WAS FILED ON OR ABOUT JUNE 27, 1995.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE
BOX)
/ / IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (B)
/X/ ON JULY 31, 1995 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
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
/ / THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR
A PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.
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<PAGE> 2
CASH ACCOUNT TRUST
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART A
OF FORM N-1A AND PROSPECTUS
<TABLE>
<CAPTION>
ITEM NUMBER
OF FORM N-1A LOCATION IN PROSPECTUS
<C> <S> <C>
1. Cover Page............................. Cover Page
2. Synopsis............................... Summary; Summary of Expenses
3. Condensed Financial Information........ Financial Highlights; Performance
4. General Description of Registrant...... Investment Objectives and Policies;
Capital Structure
5. Management of the Fund................. Investment Manager and Services
5A. Management's Discussion of Fund
Performance............................ Inapplicable
6. Capital Stock and Other Securities..... Purchase of Shares; Dividends and Taxes;
Capital Structure
7. Purchase of Securities Being Offered... Purchase of Shares; Net Asset Value;
Investment Manager and Services; Special
Features
8. Redemption or Repurchase............... Redemption of Shares; Special Features
9. Pending Legal Proceedings.............. Inapplicable
</TABLE>
<PAGE> 3
CASH ACCOUNT TRUST
120 South LaSalle Street
Chicago, Illinois 60603
<TABLE>
<S> <C>
TABLE OF CONTENTS
- ------------------------------------------------
Summary 1
- ------------------------------------------------
Summary of Expenses 2
- ------------------------------------------------
Financial Highlights 2
- ------------------------------------------------
Investment Objectives and Policies 3
- ------------------------------------------------
Net Asset Value 9
- ------------------------------------------------
Purchase of Shares 9
- ------------------------------------------------
Redemption of Shares 10
- ------------------------------------------------
Special Features 13
- ------------------------------------------------
Dividends and Taxes 13
- ------------------------------------------------
Investment Manager and Services 14
- ------------------------------------------------
Performance 16
- ------------------------------------------------
Capital Structure 17
- ------------------------------------------------
</TABLE>
This prospectus contains information about the Fund that a prospective investor
should know before investing and should be retained for future reference. A
Statement of Additional Information dated July 31, 1995, has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. It
is available upon request without charge from the Fund at the address or
telephone number on this cover or the firm from which this prospectus was
received.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
CASH
ACCOUNT
TRUST
PROSPECTUS July 31, 1995
CASH ACCOUNT TRUST
120 South LaSalle Street, Chicago, Illinois 60603 1-800-231-8568. The Fund
offers a choice of investment portfolios and is designed for investors who seek
maximum current income to the extent consistent with stability of capital. The
Fund currently offers the Money Market Portfolio, the Government Securities
Portfolio and the Tax-Exempt Portfolio. Each Portfolio invests exclusively in
high quality money market instruments.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
<PAGE> 4
CASH ACCOUNT TRUST
120 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60603, TELEPHONE 1-800-231-8568
SUMMARY
INVESTMENT OBJECTIVES. Cash Account Trust (the "Fund") is an open-end
diversified management investment company. The Fund currently offers a choice of
three investment portfolios ("Portfolios"). Each Portfolio invests in a
portfolio of high quality short-term money market instruments consistent with
its specific objective. The Money Market Portfolio seeks maximum current income
to the extent consistent with stability of capital from a portfolio primarily of
commercial paper and bank obligations. The Government Securities Portfolio seeks
maximum current income to the extent consistent with stability of capital from a
portfolio of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. The Tax-Exempt Portfolio seeks maximum current
income that is exempt from federal income taxes to the extent consistent with
stability of capital from a portfolio of municipal securities. Each Portfolio
may use a variety of investment techniques, including the purchase of repurchase
agreements and variable rate securities. Each Portfolio seeks to maintain a net
asset value of $1.00 per share. There is no assurance that the objective of any
Portfolio will be achieved or that any Portfolio will be able to maintain a net
asset value of $1.00 per share. See "Investment Objectives and Policies."
INVESTMENT MANAGER AND SERVICES. Kemper Financial Services, Inc. ("KFS") is the
investment manager for the Fund and provides the Fund with continuous
professional investment supervision. KFS is paid an annual investment management
fee, payable monthly, on a graduated basis ranging from .22 of 1% of the first
$500 million of combined average daily net assets of all Portfolios of the Fund
to .15 of 1% of the combined average daily net assets of all Portfolios of the
Fund over $3 billion. Kemper Distributors, Inc. ("KDI"), an affiliate of KFS, is
the primary administrator, distributor and principal underwriter of the Fund
and, as such, provides information and services for existing and potential
shareholders and acts as agent of the Fund in the sale of its shares. KDI
receives a distribution services fee, payable monthly, at an annual rate of .60
of 1% of average daily net assets of the Money Market and Government Securities
Portfolios and .50 of 1% of average daily net assets of the Tax-Exempt
Portfolio. As distributor, KDI normally pays financial services firms that
provide cash management and other services for their customers at a maximum
annual rate of .60 of 1% of average daily net assets of those accounts in the
Money Market and Government Securities Portfolios that they service and .50 of
1% of average daily net assets of those accounts in the Tax-Exempt Portfolio
that they maintain and service. See "Investment Manager and Services."
PURCHASES AND REDEMPTIONS. Shares of each Portfolio are available at net asset
value through selected financial services firms. The minimum initial investment
for each Portfolio is $1,000 and the minimum subsequent investment is $100. See
"Purchase of Shares." Shares may be redeemed at the net asset value next
determined after receipt by the Fund's Shareholder Service Agent of a request to
redeem in proper form. Shares may be redeemed by written request or by using one
of the Fund's expedited redemption procedures. See "Redemption of Shares."
DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested in additional shares of the same Portfolio, unless the
shareholder makes a different election. See "Dividends and Taxes."
GENERAL INFORMATION AND CAPITAL. The Fund is organized as a business trust
under the laws of Massachusetts and may issue an unlimited number of shares of
beneficial interest. Shares are fully paid and nonassessable when issued, are
transferable without restriction and have no preemptive or conversion rights.
The Fund is not required to hold annual shareholder meetings; but will hold
special meetings as required or deemed desirable for such purposes as electing
trustees, changing fundamental policies or approving an investment management
agreement. See "Capital Structure."
1
<PAGE> 5
SUMMARY OF EXPENSES
SHAREHOLDER TRANSACTION EXPENSES(1) ........................................None
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES Money Government
(after fee waiver and expense absorption) (as a percentage of average net Market Securities Tax-Exempt
assets) Portfolio Portfolio Portfolio
------ ------ -----
<S> <C> <C> <C>
Management Fees............................................................. .17 % .07 % .09 %
12b-1 Fees(2)............................................................... .60 % .60 % .50 %
Other Expenses.............................................................. .23 % .23 % .21 %
------ ------ -----
Total Operating Expenses.................................................... 1.00 % .90 % .80 %
====== ====== =====
</TABLE>
- ---------------
(1) Investment dealers and other firms may independently charge shareholders
additional fees.
(2) As a result of the accrual of 12b-1 fees, long-term shareholders may pay
more than the economic equivalent of the maximum front-end sales charges
permitted by the National Association of Securities Dealers.
<TABLE>
<CAPTION>
EXAMPLE PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------------------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 Money Market $10 $32 $55 $122
investment, assuming (1) 5% annual return and Government Securities $ 9 $29 $50 $111
(2) redemption at the end of each time period: Tax-Exempt $ 8 $26 $44 $ 99
</TABLE>
The purpose of the preceding table is to assist investors in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. As discussed more fully under "Investment Manager and Services," the
Fund's investment manager has agreed to temporarily waive its management fee and
reimburse or pay operating expenses of a Portfolio to the extent, if any, that
such expenses as defined, exceed the following percentages of average daily net
assets of the Portfolios: Money Market Portfolio (1.00%), Government Securities
Portfolio (.90%) and Tax-Exempt Portfolio (.80%). Without such waiver and
reimbursement during the fiscal year ended April 30, 1995, "Management Fees" for
the Money Market Portfolio, Government Securities Portfolio and Tax-Exempt
Portfolio would have been .22%, .22% and .22%, respectively, and "Total
Operating Expenses" would have been 1.05%, 1.05% and .93%, respectively. In
addition, from time to time, KFS may voluntarily waive fees or absorb certain
additional operating expenses of the Portfolios. "Other Expenses" does not
reflect the effect of this additional expense absorption. The Example assumes a
5% annual rate of return pursuant to requirements of the Securities and Exchange
Commission. This hypothetical rate of return is not intended to be
representative of past or future performance of any Portfolio of the Fund. The
Example should not be considered to be a representation of past or future
expenses. Actual expenses may be greater or lesser than those shown.
FINANCIAL HIGHLIGHTS
The tables below show financial information expressed in terms of one share
outstanding throughout the period. The information in the tables is covered by
the report of the Fund's independent auditors. The report is contained in the
Fund's Registration Statement and is available from the Fund. The financial
statements contained in the Fund's 1995 Annual Report to Shareholders are
incorporated herein by reference and may be obtained by writing or calling the
Fund.
<TABLE>
<CAPTION>
YEAR ENDED APRIL 30, DECEMBER 3, 1990
---------------------------------------- TO
MONEY MARKET PORTFOLIO(A)(B) 1995 1994 1993 1992 APRIL 30, 1991
- ------------------------------------------------------ -------- ------- ------ ------ -------------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 1.00 1.00 1.00 1.00 1.00
- ----------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .04 .02 .02 .04 .03
- ----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 1.00 1.00 1.00 1.00
- ----------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 4.38 2.42 2.65 4.44 2.63
RATIOS TO AVERAGE NET ASSETS (%):
Expenses after expense absorption .99 .93 .84 .93 1.00
- ----------------------------------------------------------------------------------------------------------------
Net investment income 4.54 2.48 2.59 4.03 6.24
- ----------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.05 1.20 1.36 1.57 1.58
- ----------------------------------------------------------------------------------------------------------------
Net investment income 4.48 2.21 2.07 3.39 5.66
- ----------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $378,551 156,153 34,267 27,905 6,105
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
YEAR ENDED
APRIL 30, DECEMBER 3, 1990
---------------------------------------- TO
GOVERNMENT SECURITIES PORTFOLIO(B) 1995 1994 1993 1992 APRIL 30, 1991
- -------------------------------------------------------------- -------- ------- ------ ------ ----------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .04 .02 .02 .04 .03
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 4.37 2.49 2.65 4.54 2.47
RATIOS TO AVERAGE NET ASSETS (%):
Expenses after expense absorption .90 .84 .79 .79 .87
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 4.66 2.47 2.63 4.41 5.95
- ------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.05 1.22 1.18 1.20 1.44
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 4.51 2.09 2.24 4.00 5.38
- ------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $138,020 30,829 28,963 34,119 30,080
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
APRIL 30, DECEMBER 3, 1990
------------------------------------- TO
TAX-EXEMPT PORTFOLIO(B) 1995 1994 1993 1992 APRIL 30, 1991
- ----------------------------------------------------------------- ------- ------ ------ ----- ----------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .03 .02 .02 .03 .02
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 2.80 1.84 2.13 3.46 1.76
RATIOS TO AVERAGE NET ASSETS (%):
Expenses after expense absorption .76 .74 .71 .67 .75
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 3.00 1.82 2.09 3.34 4.30
- ------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses .93 1.20 1.39 1.38 .97
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 2.83 1.36 1.41 2.63 4.08
- ------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $67,748 16,991 10,014 7,097 3,904
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTES:
a. The Money Market Portfolio's total return for the year ended April 30, 1995
includes the effect of a capital contribution from the investment manager.
Without the capital contribution, the total return would have been 4.16%.
b. KFS has agreed to temporarily waive its management fee and reimburse or pay
certain operating expenses to the extent necessary to limit expenses to
specific levels. The Other Ratios to Average Net Assets are computed without
this waiver and expense absorption. Ratios have been determined on an
annualized basis. Total return is not annualized.
INVESTMENT OBJECTIVES AND POLICIES
The Fund is a money market mutual fund designed to provide its shareholders with
professional management of short-term investment dollars. It is designed for
investors who seek maximum current income consistent with stability of capital.
The Fund pools individual and institutional investors' money that it uses to buy
high quality money market instruments. The Fund is a series investment company
that is able to provide investors with a choice of separate investment
portfolios ("Portfolios"). It currently offers three investment Portfolios: the
Money Market Portfolio, the Government Securities Portfolio and the Tax- Exempt
Portfolio. Because each Portfolio combines its
3
<PAGE> 7
shareholders' money, it can buy and sell large blocks of securities, which
reduces transaction costs and maximizes yields. The Fund is managed by
investment professionals who analyze market trends to take advantage of changing
conditions and who seek to minimize risk by diversifying each Portfolio's
investments. A Portfolio's investments are subject to price fluctuations
resulting from rising or declining interest rates and are subject to the ability
of the issuers of such investments to make payment at maturity. However, because
of their short maturities, liquidity and high quality ratings, high quality
money market instruments, such as those in which the Fund invests, are generally
considered to be among the safest available. Thus, the Fund is designed for
investors who want to avoid the fluctuations of principal commonly associated
with equity or long-term bond investments. There can be no guarantee that a
Portfolio will achieve its objective or that it will maintain a net asset value
of $1.00 per share.
MONEY MARKET PORTFOLIO. The Money Market Portfolio seeks maximum current income
consistent with stability of capital. The Portfolio 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:
1. Obligations of, or guaranteed by, the U.S. or Canadian governments, their
agencies or instrumentalities.
2. Bank certificates of deposit, time deposits or bankers' acceptances of U.S.
banks (including their foreign branches) and Canadian chartered banks having
total assets in excess of $1 billion.
3. Bank certificates of deposit, time deposits or bankers' acceptances of
foreign banks (including their U.S. and foreign branches) having total assets in
excess of $10 billion.
4. Commercial paper, notes, bonds, debentures, participation certificates or
other debt obligations that (i) are rated high quality by Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Corporation ("S&P"), or Duff &
Phelps, Inc. ("Duff"); or (ii) if unrated, are determined to be at least equal
in quality to one or more of the above ratings in the discretion of the Fund's
investment manager. Currently, only obligations in the top two categories are
considered to be rated high quality. The two highest rating categories of
Moody's, S&P and Duff for commercial paper are Prime-1 and Prime-2, A-1 and A-2
and Duff 1 and Duff 2, respectively. For other debt obligations, the two highest
rating categories for such services are Aaa and Aa, AAA and AA and AAA and AA,
respectively. For a description of these ratings, see "Appendix--Ratings of
Investments" in the Statement of Additional Information.
5. Repurchase agreements of obligations that are suitable for investment under
the categories set forth above. Repurchase agreements are discussed below.
In addition, the Portfolio limits its investments to securities that meet the
quality and diversification requirements of Rule 2a-7 under the Investment
Company Act of 1940. See "Net Asset Value."
The Money Market Portfolio will normally invest at least 25% of its assets in
obligations issued by banks; provided, however, the Portfolio may in the
discretion of the Fund's investment manager temporarily invest less than 25% of
its assets in such obligations whenever the Portfolio assumes a defensive
posture. Investments by the Money Market Portfolio in Eurodollar certificates of
deposit issued by London branches of U.S. banks, or obligations issued by
foreign entities, including foreign banks, involve risks that are different from
investments in securities of domestic branches of U.S. banks. These risks may
include future unfavorable political and economic developments, possible
withholding taxes on interest payments, seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions that might
affect payment of principal or interest. The market for such obligations may be
less liquid and, at times, more volatile than for securities of domestic
branches of U.S. banks. Additionally, there may be less public information
available about foreign banks and their branches. The profitability of the
banking industry is dependent largely upon the availability and cost of funds
for the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in banking operations. As a result of Federal and state laws and regulations,
domestic banks are, among other things, required to maintain specified levels of
reserves, limited in the amounts they can loan to a single borrower and subject
to other regulations designed to promote financial soundness. However, not all
such laws and regulations apply to the foreign branches of domestic banks.
Foreign branches of foreign banks are not regulated by U.S. banking authorities,
and generally are not bound by accounting, auditing and financial reporting
standards comparable to U.S. banks. Bank obligations held by the Portfolio do
not benefit materially from insurance from the Federal Deposit Insurance
Corporation.
4
<PAGE> 8
The Money Market Portfolio may invest in commercial paper issued by major
corporations 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. The Portfolio also may invest in
commercial paper issued in reliance on the so-called "private placement"
exemption from registration that is 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 Portfolio 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 Portfolio through or with
the assistance of the issuer or investment dealers who make a market in the
Section 4(2) paper, thus providing liquidity. The Fund's investment manager
considers the legally restricted but readily saleable Section 4(2) paper to be
liquid; however, pursuant to procedures approved by the Board of Trustees of the
Fund, if a particular investment in Section 4(2) paper is not determined to be
liquid, that investment will be included within the 10% limitation on illiquid
securities discussed under "The Fund" below. The Fund's investment manager
monitors the liquidity of the Portfolio's investments in Section 4(2) paper on a
continuous basis.
The Money Market Portfolio may invest in high quality participation certificates
("certificates") representing undivided interests in trusts that hold a
portfolio of receivables from consumer and commercial credit transactions, such
as transactions involving consumer revolving credit card accounts or commercial
revolving credit loan facilities. The receivables would include amounts charged
for goods and services, finance charges, late charges and other related fees and
charges. Interest payable on the certificates may be fixed or may be adjusted
periodically or "float" continuously according to a formula based upon an
objective standard such as the 30-day commercial paper rate. See "The Fund"
below for a discussion of "Variable Rate Securities." A trust may have the
benefit of a letter of credit from a bank at a level established to satisfy
rating agencies as to the credit quality of the assets supporting the payment of
principal and interest on the certificates. Payments of principal and interest
on the certificates would be dependent upon the underlying receivables in the
trust and may be guaranteed under a letter of credit to the extent of such
credit. The quality rating by a rating service of an issue of certificates is
based primarily upon the value of the receivables held by the trust and the
credit rating of the issuer of any letter of credit and of any other guarantor
providing credit support to the trust. The Fund's investment manager considers
these factors as well as others, such as any quality ratings issued by the
rating services identified above, in reviewing the credit risk presented by a
certificate and in determining whether the certificate is appropriate for
investment by the Portfolio. Collection of receivables in the trust may be
affected by various social, legal and economic factors affecting the use of
credit and repayment patterns, such as changes in consumer protection laws, the
rate of inflation, unemployment levels and relative interest rates. It is
anticipated that for most publicly offered certificates there will be a liquid
secondary market or there may be demand features enabling the Fund to readily
sell its certificates prior to maturity to the issuer or a third party. While
the Portfolio may invest without limit in certificates, it is currently
anticipated that such investments will not exceed 25% of the Portfolio's assets.
GOVERNMENT SECURITIES PORTFOLIO. The Government Securities Portfolio seeks
maximum current income consistent with stability of capital. The Portfolio
pursues its objective by investing exclusively in U.S. Treasury bills, notes,
bonds and other obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements of such obligations. All
securities purchased mature in 12 months or less. Some securities issued by U.S.
Government agencies or instrumentalities are supported only by the credit of the
agency or instrumentality, such as those issued by the Federal Home Loan Bank,
and others have an additional line of credit with the U.S. Treasury, such as
those issued by the Federal National Mortgage Association, Farm Credit System
and Student Loan Marketing Association. Short-term U.S. Government obligations
generally are considered to be the safest short-term investment. The U.S.
Government guarantee of the securities owned by the Portfolio, 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
5
<PAGE> 9
or instrumentalities and such securities may involve risk of loss of principal
and interest. Repurchase agreements are discussed below.
TAX-EXEMPT PORTFOLIO. The Tax-Exempt Portfolio seeks maximum current income that
is exempt from federal income taxes to the extent consistent with stability of
capital. The Portfolio 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 Portfolio'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 and Taxes--Tax-Exempt Portfolio" to
be 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 the Tax-Exempt Portfolio
on Municipal Securities will be exempt from federal income tax when distributed
to the Portfolio's shareholders. Such dividend income may be subject to state
and local taxes. See "Dividends and Taxes--Tax-Exempt Portfolio." The
Portfolio's assets will consist of Municipal Securities, taxable temporary
investments as described below and cash. The Portfolio considers short-term
Municipal Securities to be those that mature in one year or less.
The Tax-Exempt Portfolio will invest only in Municipal Securities that at the
time of purchase: (a) 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; (b)
are guaranteed or insured by the U.S. Government as to the payment of principal
and interest; (c) are fully collateralized by an escrow of U.S. Government
securities acceptable to the Fund's investment manager; (d) have at the time of
purchase 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; (e) 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 (f) are determined to be at least equal in
quality to one or more of the above ratings in the discretion of the Fund's
investment manager. In addition, the Portfolio limits its investments to
securities that meet the quality requirements of Rule 2a-7 under the Investment
Company Act of 1940. See "Net Asset Value."
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 Portfolio may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes and other forms of short-term loans. Such notes are
issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. A more detailed
discussion of Municipal Securities and the Moody's and S&P ratings outlined
above is contained in the Statement of Additional Information. As indicated
under "Dividends and Taxes--Tax-Exempt Portfolio," the Portfolio may invest in
short-term "private activity" bonds.
The Tax-Exempt Portfolio may purchase securities that 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 adviser revises its evaluation of the creditworthiness of the
underlying security or of the entity issuing the Standby Commitment. The
Portfolio's policy is to enter into Standby Commitments only with issuers, banks
or dealers that are determined by the Fund's investment manager to present
minimal credit risks. If an issuer, bank or dealer
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<PAGE> 10
should default on its obligation to repurchase an underlying security, the
Portfolio 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 Portfolio's
securities at amortized cost, the stated maturity of Municipal Securities
subject to Standby Commitments is not changed.
The Tax-Exempt Portfolio may purchase high quality Certificates of Participation
in trusts that hold Municipal Securities. A Certificate of Participation gives
the Portfolio an undivided interest in the Municipal Security in the proportion
that the Portfolio'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 manager considers these factors as
well as others, such as any quality ratings issued by the rating services
identified above, in reviewing the credit risk presented by a Certificate of
Participation and in determining whether the Certificate of Participation is
appropriate for investment by the Portfolio. It is anticipated by the Fund's
investment manager that, for most publicly offered Certificates of
Participation, there will be a liquid secondary market or there may be demand
features enabling the Portfolio 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 Portfolio intends to exercise its right to
demand payment from the issuer of the demand feature only upon a default under
the terms of the Municipal Security, as needed to provide liquidity to meet
redemptions, or to maintain a high quality investment portfolio.
The Tax-Exempt Portfolio may purchase and sell Municipal 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 Portfolio at the time it enters into the transaction. In determining the
maturity of portfolio securities purchased on a when-issued or delayed delivery
basis, the Portfolio 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
Tax-Exempt Portfolio, 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, the Portfolio
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 Portfolio's assets will vary from $1.00 per share because
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
"Net Asset Value."
The Portfolio will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Portfolio reserves 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.
In seeking to achieve its investment objective, the Tax-Exempt Portfolio may
invest all or any part of its assets in Municipal Securities that are industrial
development bonds. Moreover, although the Portfolio 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 Portfolio's investment manager. To the extent that the
Portfolio's assets are concentrated in Municipal Securities payable from
revenues on economically related projects and facilities, the
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<PAGE> 11
Portfolio will be subject to the risks presented by such projects to a greater
extent than it would be if the Portfolio's assets were not so concentrated.
From time to time, as a defensive measure or when acceptable short-term
Municipal Securities are not available, the Tax-Exempt Portfolio may invest in
taxable "temporary investments" that include: obligations of the U.S.
Government, its agencies or instrumentalities; debt securities rated within the
two highest grades by Moody's or S&P; commercial paper rated in the two highest
grades by either of such rating services; certificates of deposit of domestic
banks with assets of $1 billion or more; and any of the foregoing temporary
investments subject to repurchase agreements. Repurchase agreements are
discussed below. Interest income from temporary investments is taxable to
shareholders as ordinary income. Although the Portfolio is permitted to invest
in taxable securities (limited under normal market conditions to 20% of the
Portfolio's total assets), it is the Portfolio's primary intention to generate
income dividends that are not subject to federal income taxes. See "Dividends
and Taxes." For a description of the ratings, see "Appendix--Ratings of
Investments" in the Statement of Additional Information.
THE FUND. Each Portfolio may invest in repurchase agreements, which are
instruments under which a Portfolio 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 Portfolio'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 Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income. A Portfolio 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 Portfolio's net assets valued at the time
of the transaction would be invested in such securities.
Each Portfolio may invest in instruments having rates of interest that are
adjusted periodically or that "float" continuously according to formulae
intended to minimize fluctuation in values of the instruments ("Variable Rate
Securities"). The interest rate of Variable Rate Securities ordinarily is
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 Portfolio determines the maturity of Variable
Rate Securities in accordance with Securities and Exchange Commission rules that
allow the Portfolio to consider certain of such instruments as having maturities
shorter than the maturity date on the face of the instrument.
A Portfolio may not borrow money except as a temporary measure for extraordinary
or emergency purposes, and then only in an amount up to one-third of the value
of its total assets, in order to meet redemption requests without immediately
selling any portfolio securities. Any such borrowings under this provision will
not be collateralized. No Portfolio will borrow for leverage purposes.
The Fund has adopted for each Portfolio certain investment restrictions that are
presented in the Statement of Additional Information and that, together with the
investment objective and policies of such Portfolio (except for policies
designated as non-fundamental and limited in regard to the Tax-Exempt Portfolio
to the policies in the first and third paragraphs under "Tax-Exempt Portfolio"
above), cannot be changed without approval by holders of a majority of its
outstanding voting shares. As defined in the Investment Company Act of 1940,
this means with respect to a Portfolio the lesser of the vote of (a) 67% of the
shares of such Portfolio present at a meeting where more than 50% of the
outstanding shares of the Portfolio are present in person or by proxy or (b)
more than 50% of the outstanding shares of the Portfolio.
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<PAGE> 12
NET ASSET VALUE
The net asset value per share of each Portfolio is calculated by dividing the
total assets of such Portfolio less its liabilities by the total number of its
shares outstanding. The net asset value per share of each Portfolio is
determined on each day the New York Stock Exchange ("Exchange") is open for
trading, at 11:00 a.m., 1:00 p.m. and 3:00 p.m. Chicago time for the Money
Market and Government Securities Portfolios and at 11:00 a.m. and 3:00 p.m.
Chicago time for the Tax-Exempt Portfolio. Fund shares are sold at the net asset
value next determined after an order and payment are received in the form
described under "Purchase of Shares." Each Portfolio seeks to maintain its net
asset value at $1.00 per share.
Each Portfolio values its portfolio instruments at amortized cost in accordance
with Rule 2a-7 under the Investment Company Act of 1940, which means that they
are valued at their acquisition cost (as adjusted for amortization of premium or
accretion of discount) rather than at current market value. Calculations are
made to compare the value of each Portfolio's investments valued at amortized
cost with market-based values. Market-based valuations are obtained by using
actual quotations provided by market makers, estimates of market value, or
values obtained from yield data relating to classes of money market instruments
published by reputable sources at the mean between the bid and asked prices for
the instruments. If a deviation of 1/2 of 1% or more were to occur between a
Portfolio's net asset value per share calculated by reference to market-based
values and the Portfolio's $1.00 per share net asset value, or if there were any
other deviation that the Board of Trustees believed would result in a material
dilution to shareholders or purchasers, the Board of Trustees would promptly
consider what action, if any, should be initiated. In order to value its
investments at amortized cost, the Portfolios purchase only securities with a
maturity of one year or less and maintain a dollar-weighted average portfolio
maturity of 90 days or less. In addition, the Portfolios limit their portfolio
investments to securities that meet the quality and diversification requirements
of Rule 2a-7, although the diversification rules do not apply to the Tax-Exempt
Portfolio. Under the quality requirements of Rule 2a-7, the Portfolios may only
purchase U.S. Dollar-denominated instruments that are determined to present
minimal credit risks and that are at the time of acquisition "Eligible
Securities" as defined in Rule 2a-7. "Eligible Securities" under Rule 2a-7
include only securities that are rated in the top two rating categories by the
required number of nationally recognized statistical rating organizations (at
least two or, if only one such organization has rated the security, that one
organization) or, if unrated, are deemed comparable in quality. The
diversification requirements of Rule 2a-7 provide generally that a Portfolio may
not at the time of acquisition invest more than 5% of its assets in securities
of any one issuer or invest more than 5% of its assets in securities that are
Eligible Securities that have not been rated in the highest category by the
required number of rating organizations or, if unrated, have not been deemed
comparable, except U.S. Government securities and repurchase agreements of such
securities. Although the Rule 2a-7 diversification requirements are not
specifically applicable to the Tax-Exempt Portfolio, pursuant to the Portfolio's
investment restrictions, the Portfolio will not invest more than 5% of its
assets (measured at the time of acquisition) in securities of any one issuer
(except U.S. Government securities). See "Investment Restrictions" in the
Statement of Additional Information.
PURCHASE OF SHARES
Shares of each Portfolio of the Fund are sold at net asset value through
selected financial services firms, such as broker-dealers and banks ("firms").
Investors must indicate the Portfolio in which they wish to invest. The Fund has
established a minimum initial investment for each Portfolio of $1,000 and $100
for subsequent investments, but these minimums may be changed at any time in
management's discretion. Firms offering Fund shares may set higher minimums for
accounts they service and may change such minimums at their discretion.
The Fund seeks to have its Portfolios as fully invested as possible at all times
in order to achieve maximum income. Since each Portfolio 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), the Fund
has adopted procedures for the convenience of its shareholders and to ensure
that each Portfolio receives investable funds. Orders for purchase of shares of
a Portfolio received by wire transfer in the form of Federal Funds will be
effected at the next determined
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<PAGE> 13
net asset value. Shares purchased by wire will receive that day's dividend if
effected at or prior to the 1:00 p.m. Chicago time net asset value determination
for the Money Market and the Government Securities Portfolios and at or prior to
the 11:00 a.m. Chicago time net asset value determination for the Tax-Exempt
Portfolio, otherwise such shares will receive the dividend for the next business
day. Orders for purchase accompanied by a check or other negotiable bank draft
will be accepted and effected as of 3:00 p.m. Chicago time on the next business
day following receipt and such shares will receive the dividend for the business
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. See "Purchase and Redemption of Shares" in the
Statement of Additional Information.
If payment is wired in Federal Funds, the payment should be directed to State
Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110,
the sub-custodian for the Fund. If payment is to be wired, call the firm from
which you received this prospectus for proper instructions.
CLIENTS OF FIRMS. Firms provide varying arrangements for their clients with
respect to the purchase and redemption of Fund shares and the confirmation
thereof and may arrange with their clients for other investment or
administrative services. Such firms are responsible for the prompt transmission
of purchase and redemption orders. Some firms may establish higher minimum
investment requirements than set forth above. Such firms may independently
establish and charge additional amounts to their clients for their services,
which charges would reduce their clients' yield or return. Firms may also hold
Fund shares in nominee or street name as agent for and on behalf of their
clients. In such instances, the Fund's transfer agent will have no information
with respect to or control over the accounts of specific shareholders. Such
shareholders may obtain access to their accounts and information about their
accounts only from their firm. Certain of these firms may receive compensation
through the Fund's Shareholder Service Agent for record-keeping and other
expenses relating to these nominee accounts. In addition, certain privileges
with respect to the purchase and redemption of shares (such as check writing
redemptions) or the reinvestment of dividends may not be available through such
firms or may only be available subject to certain conditions or limitations.
Some firms may participate in a program allowing them access to their clients'
accounts for servicing including, without limitation, transfers of registration
and dividend payee changes; and may perform functions such as generation of
confirmation statements and disbursement of cash dividends. The prospectus
should be read in connection with such firm's material regarding its fees and
services.
OTHER INFORMATION. The Fund reserves the right to withdraw all or any part of
the offering made by this prospectus or to reject purchase orders, without prior
notice. The Fund also reserves the right at any time to waive or increase the
minimum investment requirements. All orders to purchase shares of a Portfolio
are subject to acceptance by the Fund and are not binding until confirmed or
accepted in writing. Any purchase that would result in total account balances
for a single shareholder in excess of $3 million is subject to prior approval by
the Fund. Share certificates are issued only on request. A $10 service fee will
be charged when a check for the purchase of shares is returned because of
insufficient or uncollected funds or a stop payment order.
Shareholders should direct their inquiries to the firm from which they received
this prospectus or to Kemper Service Company, the Fund's "Shareholder Service
Agent," 811 Main Street, Kansas City, Missouri 64105-2005.
REDEMPTION OF SHARES
GENERAL. Upon receipt by the Shareholder Service Agent of a request in the form
described below, shares of a Portfolio will be redeemed by the Fund at the next
determined net asset value. If processed at 3 p.m. Chicago time, the shareholder
will receive that day's dividend. A shareholder may use either the regular or
expedited redemption procedures. Shareholders who redeem all their shares of a
Portfolio will receive the net asset value of such shares and all declared but
unpaid dividends on such shares.
If shares of a Portfolio to be redeemed were purchased by check or through an
Automated Clearing House ("ACH") transaction, the Fund may delay transmittal of
redemption proceeds until it has determined that collected funds
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<PAGE> 14
have been received for the purchase of such shares, which will be up to 15 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 15 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.
If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by the Fund may be subject to a contingent deferred sales charge as explained in
such prospectus.
Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. Neither
the Fund nor its agents will be liable for any loss, expense or cost arising out
of any telephone request pursuant to these privileges, including any fraudulent
or unauthorized request, and THE SHAREHOLDER WILL BEAR THE RISK OF LOSS, so long
as the Fund or its agent reasonably believes, based upon reasonable verification
procedures, that the telephonic instructions are genuine. The verification
procedures include recording instructions, requiring certain identifying
information before acting upon instructions and sending written confirmations.
Because of the high cost of maintaining small accounts, the Fund reserves the
right to redeem an account that falls below the minimum investment level,
currently $1,000. A shareholder will be notified in writing and will be allowed
60 days to make additional purchases to bring the account value up to the
minimum investment level before the Fund redeems the shareholder account.
Firms provide varying arrangements for their clients to redeem Fund shares. Such
firms may independently establish and charge additional amounts to their clients
for such services.
REGULAR REDEMPTIONS. When shares are held for the account of a shareholder by
the Fund's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to Kemper Service Company, P.O. Box 419153,
Kansas City, Missouri 64141-6153. 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 and guardian account holders
(excluding custodial accounts for gifts and transfers to minors) provided the
trustee, executor or guardian is named in the account registration. Other
institutional account holders and guardian account holders of custodial accounts
for gifts and transfers to minors may exercise 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 described under "General" above,
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. Telephone requests may be
made by calling 1-800-231-8568. Shares purchased by check or through an ACH
transaction may not be redeemed under this privilege of redeeming shares by
telephone request until such shares have been owned for at least
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<PAGE> 15
15 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
certificated 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. The Fund 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. Chicago 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 1-800-231-8568 or in writing, subject to the
limitations on liability described under "General" above. The Fund is not
responsible for the efficiency of the federal wire system or the account
holder's financial services firm or bank. The Fund 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 the Fund were purchased. Shares purchased by check or through an ACH
transaction may not be redeemed by wire transfer until the shares have been
owned for at least 15 days. Account holders may not use this procedure to redeem
shares held in certificated form. During periods when it is difficult to contact
the Shareholder Service Agent by telephone, it may be difficult to use the
expedited redemption privilege. The Fund reserves the right to terminate or
modify this privilege at any time.
EXPEDITED REDEMPTIONS BY DRAFT. Upon request, shareholders will be provided with
drafts to be drawn on the Fund ("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 $250
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 the Fund receives the
Redemption Check. A shareholder wishing to use this method of redemption must
complete and file an Account Information Form which is available from the 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. The 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 the Fund. In addition, firms may impose minimum balance requirements
in order to obtain this feature. Firms may also impose fees to investors for
this privilege or establish variations of minimum check amounts if approved by
the Fund.
Unless one signer is authorized on the Account Information Form, 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 an ACH transaction may not be redeemed by
Redemption Check until the shares have been on the Fund's books for at least 15
days. Shareholders may not use this procedure to redeem shares held in
certificated form. The Fund reserves the right to terminate or modify this
privilege at any time.
The 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
Fund shares in excess of the value of a Fund account or in an amount less than
$250; when a Redemption Check is presented that would require redemption of
shares that were purchased by check or ACH transaction within 15 days; or when
"stop payment" of a Redemption Check is requested.
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<PAGE> 16
SPECIAL FEATURES
Certain firms that offer shares of the 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.
Information about the following special features is contained in the Statement
of Additional Information; and further information may be obtained without
charge from KDI: Tax Sheltered Retirement Programs; Systematic Withdrawal
Program; Exchange Privilege and Automated Clearing House Programs.
DIVIDENDS AND TAXES
Dividends are declared daily and paid monthly. Shareholders may select one of
the following ways to receive dividends.
1. REINVEST DIVIDENDS at net asset value into additional shares of the same
Portfolio. Dividends are normally reinvested on the 21st of each month if a
business day, otherwise on the next business day. Dividends will be reinvested
unless the shareholder elects to receive them in cash.
2. RECEIVE DIVIDENDS IN CASH, if so requested. Checks will be mailed monthly to
the shareholder or any person designated by the shareholder.
TAXABLE PORTFOLIOS. The Money Market Portfolio and the Government Securities
Portfolio 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. Dividends from these Portfolios do not qualify for the
dividends received deduction available to corporate shareholders.
TAX-EXEMPT PORTFOLIO. The Tax-Exempt Portfolio 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 includable by shareholders in their gross income for
federal income tax purposes, except to the extent such interest is subject to
the alternative minimum tax as discussed below. Dividends representing taxable
net investment income (such as net interest income from temporary investments in
obligations of the U.S. Government) and net short-term capital gains, if any,
are taxable to shareholders as ordinary income.
Net interest on certain "private activity bonds" issued on or after August 8,
1986 is treated as an item of tax preference and may, therefore, be subject to
both the individual and corporate alternative minimum tax. To the extent
provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from the Tax-Exempt Portfolio are to be treated as
interest on private activity bonds in proportion to the interest income the
Portfolio receives from private activity bonds, reduced by allowable deductions.
Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisers with respect to alternative minimum tax consequences.
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 the Tax-Exempt Portfolio.
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<PAGE> 17
Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Tax-Exempt Portfolio, and 50% of Social
Security benefits.
The tax exemption of dividends from the Tax-Exempt Portfolio 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 Portfolios are advised to consult their own tax advisers
as to the status of their accounts under state and local tax laws.
THE FUND. 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 Fund 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.
Each Portfolio 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.
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
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.
INVESTMENT MANAGER AND SERVICES
INVESTMENT MANAGER. Kemper Financial Services, Inc. ("KFS"), 120 South LaSalle
Street, Chicago, Illinois 60603, a wholly-owned subsidiary of Kemper Financial
Companies, Inc. ("KFC"), is the investment manager of the Fund and provides the
Fund with continuous professional investment supervision. KFS is one of the
largest investment managers in the country and has been engaged in the
management of investment funds for more than forty-five years. KFS and its
affiliates provide investment advice and manage investment portfolios for the
Kemper Funds, the Kemper insurance companies, Kemper Corporation and other
corporate, pension, profit-sharing and individual accounts representing
approximately $60 billion under management. KFS acts as investment manager for
24 open-end and seven closed-end investment companies, with 60 separate
investment portfolios, representing more than 3 million shareholder accounts.
KFC is a financial services holding company that is more than 99% owned by
Kemper Corporation, a diversified insurance and financial services holding
company.
Kemper Corporation has entered into a definitive agreement with an investor
group led by Zurich Insurance Company ("Zurich") pursuant to which Kemper
Corporation would be acquired by the investor group in a merger transaction. As
part of the transaction, Zurich or an affiliate would purchase KFS. The Kemper
Corporation and Zurich boards have approved the transaction.
Consummation of the transaction is subject to a number of contingencies,
including approval by the stockholders of Kemper Corporation and regulatory
approvals. Because the transaction would constitute an assignment of the Fund's
investment management agreement with KFS, and potentially the Fund's Rule 12b-1
agreement, under the Investment Company Act of 1940, and therefore a termination
of such agreements, KFS has received approval of
14
<PAGE> 18
the new agreements from the Fund's board and is seeking approval from the Fund's
shareholders prior to the consummation of the transaction. The transaction is
expected to close in the fourth quarter of 1995 or early in 1996.
Responsibility for overall management of the Fund rests with its Board of
Trustees and officers. Professional investment supervision is provided by KFS.
The investment management agreement provides that KFS shall act as the Fund's
investment adviser, manage its investments and provide it with various services
and facilities. For the services and facilities furnished to the Money Market,
Government Securities and Tax-Exempt Portfolios, the Fund pays KFS an annual
investment management fee, payable monthly, on a graduated basis of .22 of 1% of
the first $500 million of combined average daily net assets of such Portfolios,
.20 of 1% of the next $500 million, .175 of 1% of the next $1 billion, .16 of 1%
of the next $1 billion and .15 of 1% of combined average daily net assets of
such Portfolios over $3 billion. KFS has agreed to temporarily waive its
management fee and absorb operating expenses of each Portfolio to the extent, if
any, that they exceed the following percentages of average daily net assets of
the Portfolios: Money Market Portfolio (1.00%), Government Securities Portfolio
(.90%) and Tax-Exempt Portfolio (.80%). For this purpose, Portfolio operating
expenses do not include taxes, interest, extraordinary expenses, brokerage
commissions or transaction costs. Upon notice to the Fund, KFS may at any time
terminate this waiver or absorption of operating expenses. In addition, from
time to time, KFS may voluntarily absorb certain additional operating expenses
of the Portfolios. The level of this voluntary expense absorption shall be in
KFS' discretion and is in addition to KFS' agreement to temporarily absorb
certain operating expenses of the Portfolios described above. For its services
as investment adviser and manager and for facilities furnished during the fiscal
year ended April 30, 1995, KFS received management fees aggregating .20%, .13%
and .13% of the average daily net assets of the Money Market Portfolio, the
Government Securities Portfolio and the Tax-Exempt Portfolio, respectively,
which includes the effect of the fee waiver.
DISTRIBUTOR AND ADMINISTRATOR. Pursuant to an administration, shareholder
services and distribution agreement ("distribution agreement"), Kemper
Distributors, Inc. ("KDI"), 120 South LaSalle Street, Chicago, Illinois 60603,
an affiliate of KFS, serves as primary administrator, distributor and principal
underwriter for the Fund to provide information and services for existing and
potential shareholders. Before February 1, 1995, KFS was the primary
administrator and principal underwriter for the Fund. The distribution agreement
provides that KDI shall appoint various financial services firms to provide a
cash management service for their customers or clients through the Fund. The
firms are to provide such office space and equipment, telephone facilities,
personnel and literature distribution as is necessary or appropriate for
providing information and services to the firms' clients. For its services under
the administration agreement, KDI receives a distribution services fee, payable
monthly, at the annual rate of .60 of 1% of average daily net assets from the
Money Market and Government Securities Portfolios and .50 of 1% of average daily
net assets from the Tax-Exempt Portfolio. The fee is accrued daily as an expense
of the Portfolios. As principal underwriter for the Fund, KDI acts as agent of
the Fund in the sale of its shares.
KDI has related administration services and selling group agreements ("services
agreements") with various firms to provide cash management and other services
for Fund shareholders. KDI normally pays such firms for services at a maximum
annual rate of .60 of 1% of average daily net assets of those accounts in the
Money Market and Government Securities Portfolios that they maintain and service
and .50 of 1% of average daily net assets of those accounts in the Tax-Exempt
Portfolio that they maintain and service. KDI may in its discretion pay certain
firms additional amounts. Since the distribution agreement provides for fees
that are used by KDI to pay for distribution and administration services, the
distribution agreement along with the related services agreements and the plan
contained therein are approved and reviewed in accordance with Rule 12b-1 under
the Investment Company Act of 1940, which regulates the manner in which an
investment company may, directly or indirectly, bear the expenses of
distributing its shares.
Since the fee payable to KDI under the distribution agreement is based upon
percentages of the average daily net assets of the Portfolios as provided above
and not upon the actual expenditures of KDI, the expenses of KDI, which may
include overhead expense, may be more or less than the fees received by it under
the distribution agreement. For example, during the fiscal year ended April 30,
1995, KDI (or KFS as predecessor to KDI) incurred expenses under the
distribution agreement of approximately $2,624,000, while it received an
aggregate fee under the distribution agreement of $2,450,000. If the
distribution agreement is terminated in accordance with its terms, the
15
<PAGE> 19
obligation of the Fund to make payments to KDI pursuant to the distribution
agreement will cease and the Fund will not be required to make any payments past
the termination date. Thus, there is no legal obligation for the Fund to pay any
expenses incurred by KDI in excess of its fees under the distribution agreement,
if for any reason the distribution agreement is terminated in accordance with
its terms. Future fees under the distribution agreement may or may not be
sufficient to reimburse KDI for its cumulative expenses incurred.
KDI also has agreements with banking firms to provide administrative and other
services, except for certain underwriting or distribution services that banks
may be prohibited from providing under the Glass-Steagall Act, for their clients
who wish to invest in the Fund. If the Glass-Steagall Act should prevent banking
firms from acting in any capacity or providing any of the described services,
management will consider what action, if any, is appropriate. Management does
not believe that termination of a relationship with a bank would result in any
material adverse consequences to the Fund. Banks or other financial services
firms may be subject to various state laws regarding the services described
above and may be required to register as dealers pursuant to state law.
CUSTODIAN AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary Trust Company
("IFTC"), 127 West 10th Street, Kansas City, Missouri 64105, as custodian, and
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, as sub-custodian, have custody of all securities and cash of the Fund.
They attend to the collection of principal and income, and payment for and
collection of proceeds of securities bought and sold by the Fund. IFTC also is
the Fund's transfer and dividend-paying agent. Pursuant to a services agreement
with IFTC, Kemper Service Company, 811 Main Street, Kansas City, Missouri 64105,
an affiliate of KFS, serves as Shareholder Service Agent of the Fund.
PERFORMANCE
The Fund may advertise several types of performance information including
"yield," "effective yield" and, for the Tax-Exempt Portfolio only, "tax
equivalent yield." Each of these figures is based upon historical earnings and
is not necessarily representative of the future performance of a Portfolio. The
yield of a Portfolio 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 weekly when annualized. The effective
yield will be slightly higher than the yield due to this compounding effect. Tax
equivalent yield is the yield that a taxable investment must generate in order
to equal the Tax-Exempt Portfolio's yield for an investor in a stated federal
income tax bracket (normally assumed to be the maximum tax rate). Tax equivalent
yield is based upon, and will be higher than, the portion of the Tax-Exempt
Portfolio's yield that is tax-exempt.
The performance of a Portfolio may be compared to that of other money market
mutual funds or mutual fund indexes as reported by independent mutual fund
reporting services such as Lipper Analytical Services, Inc. A Portfolio's
performance and its relative size may be compared to other money market mutual
funds as reported by IBC/Donoghue's Money Fund Report(R) or Money Market
Insight(R), reporting services on money market funds. Investors may want to
compare a Portfolio's performance to that of various bank products as reported
by BANK RATE MONITORTM, a financial reporting service that weekly publishes
average rates of bank and thrift institution money market deposit accounts and
interest bearing checking accounts or various certificate of deposit indexes.
The performance of a Portfolio also may be compared to that of U.S. Treasury
bills and notes. Certain of these alternative investments may offer fixed rates
of return and guaranteed principal and may be insured. In addition, investors
may want to compare a Portfolio's performance to the Consumer Price Index either
directly or by calculating its "real rate of return," which is adjusted for the
effects of inflation.
The Fund may quote information from publications such as Morningstar, Inc., The
Wall Street Journal, Money Magazine, Forbes, Barron's, Fortune, The Chicago
Tribune, USA Today, Institutional Investor and Registered Representative. The
Fund may depict the historical performance of the securities in which a
Portfolio may invest over periods
16
<PAGE> 20
reflecting a variety of market or economic conditions either alone or in
comparison with alternative investments, performance indexes of those
investments or economic indicators. The Fund may also describe its portfolio
holdings and depict its size or relative size compared to other mutual funds,
the number and make-up of its shareholder base and other descriptive factors
concerning the Fund.
Each Portfolio's yield will fluctuate. Shares of the Fund are not insured.
Additional information concerning a Portfolio's performance appears in the
Statement of Additional Information.
CAPITAL STRUCTURE
The Fund is an open-end, diversified, management investment company, organized
as a business trust under the laws of Massachusetts on September 7, 1989. The
Fund may issue an unlimited number of shares of beneficial interest in one or
more series ("Portfolios"), all having no par value, which may be divided by the
Board of Trustees into classes of shares, subject to compliance with the
Securities and Exchange Commission regulations permitting the creation of
separate classes of shares. The Fund's shares are not currently divided into
classes. While only shares of the three previously described Portfolios are
presently being offered, the Board of Trustees may authorize the issuance of
additional Portfolios if deemed desirable. Since the Fund offers multiple
Portfolios, it is known as a "series company." Shares of each Portfolio have
equal noncumulative voting rights and equal rights with respect to dividends,
assets and liquidation of such Portfolio subject to any preferences, rights or
privileges of any classes of shares within the Portfolio. Generally, each class
of shares issued by a particular Portfolio would differ as to the allocation of
certain expenses of the Portfolio, 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 Fund is not required to hold annual
shareholders' meetings and does not intend to do so. However, it will hold
special meetings as required or deemed desirable for such purposes as electing
trustees, changing fundamental policies or approving an investment management
agreement. Subject to the Agreement and Declaration of Trust of the Fund,
shareholders may remove trustees. Shareholders will vote by Portfolio and not in
the aggregate or by class except when voting in the aggregate is required under
the Investment Company Act of 1940, such as for the election of trustees, or
when the Board of Trustees determines that voting by class is appropriate.
17
<PAGE> 21
Cash Account
Trust
Prospectus
July 31, 1995
CAT 1-7/95 (LOGO)printed on recycled paper
<PAGE> 22
CASH ACCOUNT TRUST
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART B
OF FORM N-1A AND STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
ITEM NUMBER LOCATION IN STATEMENT OF
OF FORM N-1A ADDITIONAL INFORMATION
---------------------------------------------
<S> <C> <C>
10. Cover Page............................... Cover Page
11. Table of Contents........................ Table of Contents
12. General Information and History.......... Inapplicable
13. Investment Objectives and Policies....... Investment Restrictions; Municipal
Securities;
Appendix--Ratings of Investments
14. Management of the Fund................... Investment Manager and Services;
Officers and Trustees
15. Control Persons and Principal Holders of
Securities............................... Officers and Trustees
16. Investment Advisory and Other Services... Investment Manager and Services; Officers and
Trustees
17. Brokerage Allocation and Other
Practices................................ Portfolio Transactions
18. Capital Stock and Other Securities....... Shareholder Rights
19. Purchase, Redemption and Pricing of
Securities Being Offered................. Purchase and Redemption of Shares;
Dividends Net Asset Value, and Taxes
20. Tax Status............................... Dividends, Net Asset Value and Taxes
21. Underwriters............................. Investment Manager and Services
22. Calculation of Performance Data.......... Performance
23. Financial Statements..................... Financial Statements
</TABLE>
<PAGE> 23
STATEMENT OF ADDITIONAL INFORMATION
JULY 31, 1995
CASH ACCOUNT TRUST
120 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60603
1-800-231-8568
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus of Cash Account Trust (the "Fund") dated July
31, 1995. The prospectus may be obtained without charge from the Fund.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Investment Restrictions........................................... B-1
Municipal Securities.............................................. B-3
Investment Manager and Services................................... B-4
Portfolio Transactions............................................ B-7
Purchase and Redemption of Shares................................. B-7
Dividends, Net Asset Value and Taxes.............................. B-8
Performance....................................................... B-9
Officers and Trustees............................................. B-12
Special Features.................................................. B-14
Shareholder Rights................................................ B-16
Appendix--Ratings of Investments.................................. B-17
</TABLE>
The financial statements appearing in the Fund's 1995 Annual Report to
Shareholders are incorporated herein by reference. The Fund's Annual Report
accompanies this Statement of Additional Information.
CAT-33 7/95 (LOGO)printed on recycled paper
<PAGE> 24
INVESTMENT RESTRICTIONS
The Fund has adopted for the Money Market Portfolio, the Government Securities
Portfolio and the Tax-Exempt Portfolio certain investment restrictions which,
together with the investment objective and policies of each Portfolio, cannot be
changed for a Portfolio without approval by holders of a majority of its
outstanding voting shares. As defined in the Investment Company Act of 1940,
this means the lesser of the vote of (a) 67% of the shares of the Portfolio
present at a meeting where more than 50% of the outstanding shares are present
in person or by proxy or (b) more than 50% of the outstanding shares of the
Portfolio.
The Money Market Portfolio and the Government Securities Portfolio individually
may not:
(1) Purchase securities of any issuer (other than obligations of, or guaranteed
by, the United States Government, its agencies or instrumentalities) if, as a
result, more than 5% of the value of the Portfolio's assets would be invested in
securities of that issuer.
(2) Purchase more than 10% of any class of securities of any issuer. All debt
securities and all preferred stocks are each considered as one class.
(3) Make loans to others (except through the purchase of debt obligations or
repurchase agreements in accordance with its investment objective and policies).
(4) Borrow money except as a temporary measure for extraordinary or emergency
purposes and then only in an amount up to one-third of the value of its total
assets, in order to meet redemption requests without immediately selling any
money market instruments (any such borrowings under this section will not be
collateralized). If, for any reason, the current value of the Portfolio's total
assets falls below an amount equal to three times the amount of its indebtedness
from money borrowed, the Portfolio will, within three days (not including
Sundays and holidays), reduce its indebtedness to the extent necessary. The
Portfolio will not borrow for leverage purposes.
(5) Make short sales of securities, or purchase any securities on margin except
to obtain such short-term credits as may be necessary for the clearance of
transactions.
(6) Write, purchase or sell puts, calls or combinations thereof.
(7) Purchase or retain the securities of any issuer if any of the officers,
trustees or directors of the Fund or its investment adviser owns beneficially
more than 1/2 of 1% of the securities of such issuer and together own more than
5% of the securities of such issuer.
(8) Invest for the purpose of exercising control or management of another
issuer.
(9) Invest in commodities or commodity futures contracts or in real estate (or
real estate limited partnerships), although it may invest in securities which
are secured by real estate and securities of issuers which invest or deal in
real estate.
(10) Invest in interests in oil, gas or other mineral exploration or development
programs or leases, although it may invest in the securities of issuers which
invest in or sponsor such programs.
(11) Underwrite securities issued by others except to the extent the Portfolio
may be deemed to be an underwriter, under the federal securities laws, in
connection with the disposition of portfolio securities.
(12) Issue senior securities as defined in the Investment Company Act of 1940.
Additionally, the Money Market Portfolio may not:
(13) Concentrate 25% or more of the value of the Portfolio's assets in any one
industry; provided, however, that (a) the Portfolio reserves freedom of action
to invest up to 100% of its assets in obligations of, or guaranteed by, the
United States Government, its agencies or instrumentalities in accordance with
its investment objective and policies and (b) the Portfolio will invest at least
25% of its assets in obligations issued by banks in accordance with its
B-1
<PAGE> 25
investment objective and policies. However, the Portfolio may, in the discretion
of its investment adviser, invest less than 25% of its assets in obligations
issued by banks whenever the Portfolio assumes a temporary defensive posture.
The Tax-Exempt Portfolio may not:
(1) Purchase securities if as a result of such purchase more than 25% of the
Portfolio's total assets would be invested in any industry or in any one state.
Municipal Securities and obligations of, or guaranteed by, the U.S. Government,
its agencies or instrumentalities are not considered an industry for purposes of
this restriction.
(2) Purchase securities of any issuer (other than obligations of, or guaranteed
by, the U.S. Government, its agencies or instrumentalities) if as a result more
than 5% of the value of the Portfolio's assets would be invested in the
securities of such issuer. For purposes of this limitation, the Portfolio will
regard the entity that has the primary responsibility for the payment of
interest and principal as the issuer.
(3) Make loans to others (except through the purchase of debt obligations or
repurchase agreements in accordance with its investment objective and policies).
(4) Borrow money except as a temporary measure for extraordinary or emergency
purposes and then only in an amount up to one-third of the value of its total
assets, in order to meet redemption requests without immediately selling any
money market instruments (any such borrowings under this section will not be
collateralized). If, for any reason, the current value of the Portfolio's total
assets falls below an amount equal to three times the amount of its indebtedness
from money borrowed, the Portfolio will, within three days (not including
Sundays and holidays), reduce its indebtedness to the extent necessary. The
Portfolio will not borrow for leverage purposes.
(5) Make short sales of securities or purchase securities on margin, except to
obtain such short-term credits as may be necessary for the clearance of
transactions.
(6) Write, purchase or sell puts, calls or combinations thereof, although the
Portfolio may purchase Municipal Securities subject to Standby Commitments in
accordance with its investment objective and policies.
(7) Purchase or retain the securities of any issuer if any of the officers,
trustees or directors of the Fund or its investment adviser owns beneficially
more than 1/2 of 1% of the securities of such issuer and together own more than
5% of the securities of such issuer.
(8) Invest for the purpose of exercising control or management of another
issuer.
(9) Invest in commodities or commodity futures contracts or in real estate (or
real estate limited partnerships) except that the Portfolio may invest in
Municipal Securities secured by real estate or interests therein.
(10) Invest in interests in oil, gas or other mineral exploration or development
programs or leases, although it may invest in Municipal Securities of issuers
which invest in or sponsor such programs or leases.
(11) Underwrite securities issued by others except to the extent the Portfolio
may be deemed to be an underwriter, under the federal securities laws, in
connection with the disposition of portfolio securities.
(12) Issue senior securities as defined in the Investment Company Act of 1940.
If a percentage restriction is adhered to 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
Portfolios did not borrow in the latest fiscal period and have no present
intention of borrowing during the coming year as permitted for each Portfolio by
investment restriction number 4. In any event, borrowings would only be made as
permitted by such restrictions. The Tax-Exempt Portfolio may invest more than
25% of its total assets in industrial development bonds. The Fund has agreed
with certain state regulators that, so long as required by any state where
B-2
<PAGE> 26
the Fund's shares are offered for sale, the Money Market Portfolio and the
Government Securities Portfolio of the Fund, as a non-fundamental policy that
may be changed without shareholder vote, individually may not:
(i) Invest more than 5% of the Portfolio's total assets in securities of issuers
(other than obligations of, or guaranteed by, the United States Government, its
agencies or instrumentalities) which with their predecessors have a record of
less than three years continuous operation.
(ii) Invest more than 5% of the Portfolio's total assets in securities
restricted as to disposition under the federal securities laws (except
commercial paper issued under Section 4(2) of the Securities Act of 1933).
(iii) Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets.
In addition, the Fund has agreed with certain state regulators that, so long as
required by any state where the Fund's shares are offered for sale, the
Tax-Exempt Portfolio of the Fund, as a non-fundamental policy that may be
changed without shareholder vote, may not:
(i) Invest more than 5% of the Portfolio's total assets in industrial
development bonds sponsored by companies which with their predecessors have less
than three years' continuous operation.
(ii) Invest more than 5% of the Portfolio's total assets in securities
restricted as to disposition under the federal securities laws (except
commercial paper issued under Section 4(2) of the Securities Act of 1933).
(iii) Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets.
MUNICIPAL SECURITIES
Municipal Securities which the Tax-Exempt Portfolio may purchase include,
without limitation, debt obligations issued to obtain funds for various public
purposes, including the construction of a wide range of public facilities such
as airports, bridges, highways, housing, hospitals, mass transportation, public
utilities, schools, streets, and water and sewer works. Other public purposes
for which Municipal Securities may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses and obtaining funds
to loan to other public
institutions and facilities.
Municipal Securities, such as industrial development bonds, are issued by or on
behalf of public authorities to obtain funds for purposes including privately
operated airports, housing, conventions, trade shows, ports, sports, parking or
pollution control facilities or for facilities for water, gas, electricity or
sewage and solid waste disposal. Such obligations, which may include lease
arrangements, are included within the term Municipal Securities if the interest
paid thereon qualifies as exempt from federal income tax. Other types of
industrial development bonds, the proceeds of which are used for the
construction, equipment, repair or improvement of privately operated industrial
or commercial facilities, may constitute Municipal Securities, although current
federal tax laws place substantial limitations on the size of such issues.
Municipal Securities generally are classified as "general obligation" or
"revenue." General obligation notes are secured by the issuer's pledge of its
full credit and taxing power for the payment of principal and interest. Revenue
notes are payable only from the revenues derived from a particular facility or
class of facilities or, in some cases, from the proceeds of a special excise or
other specific revenue source. Industrial development bonds that are Municipal
Securities are in most cases revenue bonds and generally do not constitute the
pledge of the credit of the issuer of such bonds.
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.
B-3
<PAGE> 27
Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by "Fannie Mae" (the Federal National Mortgage Association)
or "Ginnie Mae" (the Government National Mortgage Association) at the end of the
project construction period. Pre-refunded municipal bonds are bonds which are
not yet refundable, but for which securities have been placed in escrow to
refund an original municipal bond issue when it becomes refundable. Tax-free
commercial paper is an unsecured promissory obligation issued or guaranteed by a
municipal issuer. The Tax-Exempt Portfolio 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 that ultimately could affect the
validity of those Municipal Securities or the tax-free nature of the interest
thereon.
INVESTMENT MANAGER AND SERVICES
INVESTMENT MANAGER. Kemper Financial Services, Inc. ("KFS") is the Fund's
investment manager. Pursuant to the investment management agreement, KFS acts as
the Fund's investment adviser, manages its investments, administers its business
affairs, furnishes office facilities and equipment, provides clerical,
bookkeeping and administrative services and permits any of its officers or
employees to serve without compensation as trustees or officers of the Fund if
elected to such positions. The Fund pays the expenses of its operations,
including the fees and expenses of independent auditors, counsel, custodian and
transfer agent and the cost of share certificates, reports and notices to
shareholders, costs of calculating net asset value, brokerage commissions or
transaction costs, taxes, registration fees, the fees and expenses of qualifying
the Fund and its shares for distribution under federal and state securities laws
and membership dues in the Investment Company Institute or any similar
organization. The Fund's expenses generally are allocated among the Portfolios
on the basis of relative net assets at the time of allocation, except that
expenses directly attributable to a particular Portfolio are charged to that
Portfolio.
The investment management agreement provides that KFS shall not be liable for
any error of judgment or of law, or for any loss suffered by the Fund in
connection with the matters to which the agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
KFS 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 Portfolio subject thereto so long as its continuation is approved at least
annually by a majority vote of the trustees who are not parties to such
agreement or interested persons of any such party except in their capacity as
trustees of the Fund, cast in person at a meeting called for such purpose, and
by the shareholders of each Portfolio subject thereto or the Board of Trustees.
If continuation is not approved for a Portfolio, the investment management
agreement nevertheless may continue in effect for any Portfolio for which it is
approved and KFS may continue to serve as investment manager for the Portfolio
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
B-4
<PAGE> 28
outstanding shares of a Portfolio subject thereto with respect to that
Portfolio, and will terminate automatically upon assignment. Additional
Portfolios may be subject to different agreements.
For the services and facilities furnished to the Money Market, Government
Securities and Tax-Exempt Portfolios, the Portfolios pay an annual investment
management fee, payable monthly, on a graduated basis of .22 of 1% of the first
$500 million of combined average daily net assets of such Portfolios, .20 of 1%
of the next $500 million .175 of 1% of the next $1 billion, .16 of 1% of the
next $1 billion and .15 of 1% of combined average daily net assets of such
Portfolios over $3 billion. KFS has agreed to reimburse the Fund should all
operating expenses of the Fund, including the investment management fees of KFS
but excluding taxes, interest, distribution services fees, extraordinary
expenses, brokerage commissions or transaction costs and any other properly
excludable expenses, exceed the applicable state expense limitations. The Fund
believes that the most restrictive state expense limitation currently in effect
normally would require that such operating expenses not exceed 2.5% of the first
$30 million of average daily net assets, 2% of the next $70 million and 1.5% of
average daily net assets over $100 million. The investment management fee and
the expense limitation are computed based on average daily net assets of the
Portfolios and are allocated among the Portfolios based upon the relative net
assets of each. Pursuant to the investment management agreement, the Money
Market, Government Securities and Tax-Exempt Portfolios paid KFS fees of
$621,000, $188,000 and $107,000, respectively, for the fiscal year ended April
30, 1995; $127,000, $62,000 and $29,000, respectively, for the fiscal year ended
April 30, 1994 and $75,000, $70,000 and $21,000, respectively, for the fiscal
year ended April 30, 1993. In addition to the expense limitation described
above, KFS has agreed to temporarily waive its management fee and absorb certain
operating expenses of the Portfolios to the extent described in the prospectus.
See "Investment Manager and Services" in the prospectus. KFS waived or absorbed
operating expenses for the Money Market, Government Securities and Tax-Exempt
Portfolios of $173,000, $129,000 and $82,000, respectively, during the fiscal
year ended April 30, 1995; $153,000, $108,000 and $61,000, respectively, during
the fiscal year ended April 30, 1994 and $178,000, $125,000 and $64,000,
respectively, during the fiscal year ended April 30, 1993.
Certain officers or trustees of the Fund are also directors or officers of KFS
and of KDI as indicated under "Officers and Trustees."
DISTRIBUTOR AND ADMINISTRATOR. Pursuant to an administration, shareholder
services and distribution agreement ("distribution agreement"), KDI serves as
primary administrator and principal underwriter for the Fund to provide
information and services for existing and potential shareholders. Before
February 1, 1995, KFS was the primary administrator and principal underwriter
for the Fund. The distribution agreement provides that KDI shall appoint various
firms to provide cash management services for their customers or clients through
the Fund. The firms are to provide such office space and equipment, telephone
facilities, personnel and literature distribution as is necessary or appropriate
for providing information and services to the firms' clients. For its services
under the distribution agreement, the Fund pays KDI a distribution services fee,
payable monthly, at the annual rate of .60 of 1% of average daily net assets
with respect to the Money Market and Government Securities Portfolios and .50 of
1% of average daily net assets with respect to the Tax-Exempt Portfolio.
Expenditures by KDI on behalf of the Portfolios need not be made on the same
basis that such fees are allocated. The fees are accrued daily as an expense of
the Portfolios.
As principal underwriter for the Fund, KDI acts as agent of the Fund in the sale
of its shares. KDI pays all its expenses under the distribution agreement
including, without limitation, services fees to firms. The Fund pays 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.
KDI has related administration services and selling group agreements ("services
agreements") with various firms to provide cash management and other services
for Fund shareholders. Such services and assistance may include, but may not be
limited to, establishing and maintaining shareholder accounts and records,
processing purchase and redemption transactions, providing automatic investment
in Fund shares of client account balances, answering routine inquiries regarding
the Fund, assisting clients in changing account options, designations and
addresses, and
B-5
<PAGE> 29
such other services as may be agreed upon from time to time and as may be
permitted by applicable statute, rule or regulation. KDI also may provide some
of the above services for the Fund. KDI normally pays such firms for services at
a maximum annual rate of .60 of 1% of average daily net assets of those accounts
in the Money Market and Government Securities Portfolios that they maintain and
service and .50 of 1% of average daily net assets of those accounts in the
Tax-Exempt Portfolio that they maintain and service. KDI in its discretion may
pay certain firms additional amounts. During the fiscal year ended April 30,
1995, the Money Market, Government Securities and Tax-Exempt Portfolios paid
distribution services fees of $1,694,000, $513,000 and $243,000, respectively.
Of such amounts, KDI (or KFS as predecessor to KDI) remitted pursuant to related
services agreements $2,434,000 as service fees to firms, none of which was paid
to firms affiliated with KDI. During the fiscal year ended April 30, 1995, KDI
(or KFS as predecessor to KDI) incurred underwriting, distribution and
administrative expenses in the approximate amounts noted: service fees to firms
($2,434,000); advertising and literature ($0); prospectus printing ($104,000);
marketing and sales expenses ($42,000) and other expenses ($44,000); for a total
of $2,624,000. A portion of the aforesaid marketing, sales and operating
expenses could be considered overhead expense.
The distribution agreement and the related services agreements with firms
constitute the Rule 12b-1 plan of the Fund. Rule 12b-1 under the Investment
Company Act of 1940 regulates the manner in which an investment company may,
directly or indirectly, bear the expenses of distributing its shares.
The distribution agreement continues in effect from year to year so long as such
continuance is approved at least annually by a vote of the Board of Trustees of
the Fund, including the Trustees who are not interested persons of the Fund and
who have no direct or indirect financial interest in the agreement. The
agreement automatically terminates in the event of its assignment and may be
terminated at any time without penalty by the Fund or by KDI upon six months'
notice. Termination by the Fund may be by vote of a majority of the Board of
Trustees, or a majority of the Trustees who are not interested persons of the
Fund and who have no direct or indirect financial interest in the agreement, or
a "majority of the outstanding voting securities" of the Fund as defined under
the Investment Company Act of 1940. The distribution agreement may not be
amended to increase the fee to be paid by the Fund without approval by a
majority of the outstanding voting securities of the Fund and all material
amendments must in any event be approved by the Board of Trustees in the manner
described above with respect to the continuation of the agreement. The
Portfolios of the Fund will vote separately with respect to the distribution
agreement.
CUSTODIAN AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary Trust Company
("IFTC"), 127 West 10th Street, Kansas City, Missouri 64105, as custodian, and
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, as sub-custodian, have custody of all securities and cash of the Fund.
They attend to the collection of principal and income, and payment for and
collection of proceeds of securities bought and sold by the Fund. Pursuant to a
services agreement with IFTC, Kemper Service Company ("KSvC"), an affiliate of
KFS, serves as "Shareholder Service Agent." IFTC receives an annual fee as
custodian for the Fund, payable monthly, on a graduated basis ranging from $.40
to $.05 per $1,000 of average monthly net assets of the Fund plus certain
transaction charges and out-of-pocket expense reimbursement. (The effective
custodian fee rate is based upon the average net assets of all Kemper Mutual
Funds of the money market type for which IFTC serves as custodian.) IFTC
receives, as transfer agent, and pays to KSvC annual account fees of a maximum
of $13 per account plus out-of-pocket expense reimbursement. During the fiscal
year ended April 30, 1995, the Fund incurred custodian and transfer agent fees
of $675,000 (excluding related expenses) to IFTC and IFTC remitted shareholder
service fees in the amount of $640,000 to KSVC as Shareholder Service Agent.
INDEPENDENT AUDITORS AND REPORTS TO SHAREHOLDERS. The Fund's independent
auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606,
audit and report on the Fund's annual financial statements, review certain
regulatory reports and the Fund's federal income tax return, and perform other
professional accounting, auditing, tax and advisory services when engaged to do
so by the Fund. Shareholders will receive annual audited financial statements
and semi-annual unaudited financial statements.
B-6
<PAGE> 30
PORTFOLIO TRANSACTIONS
Portfolio transactions are undertaken principally to pursue the objective of
each Portfolio 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 Portfolio depending upon management's
ability to correctly time and execute such transactions. Since a Portfolio's
assets will be invested in securities with short maturities, its portfolio will
turn over several times a year. Since securities with maturities of less than
one year are excluded from required portfolio turnover rate calculations, each
Portfolio's portfolio turnover rate for reporting purposes will be zero.
KFS is the investment manager for the Kemper Funds, and KFS and its affiliates
also furnish investment management services to other clients including Kemper
Corporation and the Kemper insurance companies. KFS is the sole shareholder of
Kemper Asset Management Company and Kemper Investment Management Company
Limited. These three entities share some common research and trading facilities.
At times investment decisions may be made to purchase or sell the same
investment security for a Portfolio and for one or more of the other clients of
KFS. When two or more of such clients are simultaneously engaged in the purchase
or sale of the same security, the transactions are allocated as to amount and
price in a manner considered equitable to each. It is the opinion of the Board
of Trustees that the benefits available because of KFS' organization outweigh
any disadvantages that may arise from exposure to simultaneous transactions.
KFS, in effecting purchases and sales of portfolio securities for the account of
each Portfolio, will implement the Fund's policy of seeking the best execution
of orders,which includes best net prices. Consistent with this policy, orders
for portfolio transactions are placed with broker-dealer firms giving
consideration to the quality, quantity and nature of the firm's professional
services which include execution, clearance procedures, reliability and other
factors. In selecting among the firms believed to meet the criteria for handling
a particular transaction, KFS may give consideration to those firms that provide
market, statistical and other research information to the Fund and KFS, although
KFS is not authorized to pay higher prices to firms that provide such services.
Any research benefits derived are available for all clients including clients of
affiliated companies. Since it is only supplementary to KFS' own research
efforts and must be analyzed and reviewed by KFS' staff, the receipt of research
information is not expected to materially reduce expenses. The Fund expects that
purchases and sales of portfolio securities usually will be principal
transactions. Portfolio securities will normally be purchased directly from the
issuer or from an underwriter or market maker for the securities. There are
normally no brokerage commissions paid by the Fund for such purchases. During
the last three fiscal years, the Fund paid no portfolio brokerage commissions.
Purchases from underwriters include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
include the spread between the bid and asked prices.
PURCHASE AND REDEMPTION OF SHARES
Shares of a Portfolio are sold at their net asset value next determined after an
order and payment are received in the form described in the Fund's prospectus.
The minimum initial investment is $1,000 and the minimum subsequent investment
is $100 but such minimum amounts may be changed at any time. The Fund may waive
the minimum for purchases by trustees, directors, officers or employees of the
Fund or KFS and its affiliates. An investor wishing to open an account should
use the Account Information Form available from the Fund or financial services
firms. Orders for the purchase of shares that are 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.
The Fund may suspend the right of redemption or delay payment more than seven
days (a) during any period when the New York Stock Exchange ("Exchange") is
closed other than customary weekend and holiday closings or during any period in
which trading on the Exchange is restricted, (b) during any period when an
emergency exists as a result of which (i) disposal of a Portfolio's investments
is not reasonably practicable, or (ii) it is not reasonably
B-7
<PAGE> 31
practicable for the Fund to determine the value of its net assets, or (c) for
such other periods as the Securities and Exchange Commission may by order permit
for the protection of the Fund's shareholders.
Although it is the Fund's present policy to redeem in cash, if the Board of
Trustees determines that a material adverse effect would be experienced by the
remaining shareholders if payment were made wholly in cash, the Fund will pay
the redemption price in whole or in part by a distribution of portfolio
securities in lieu of cash, in conformity with the applicable rules of the
Securities and Exchange Commission, taking such securities at the same value
used to determine net asset value, and selecting the securities in such manner
as the Board of Trustees deems fair and equitable. If such a distribution
occurred, 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 so liquid as a redemption
entirely in cash. The Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act of 1940 pursuant to which the Fund is obligated to redeem
shares of a Portfolio solely in cash up to the lesser of $250,000 or 1% of the
net assets of the Portfolio during any 90-day period for any one shareholder of
record.
DIVIDENDS, NET ASSET VALUE AND TAXES
DIVIDENDS. Dividends are declared daily and paid monthly. Shareholders will
receive dividends in additional shares unless they elect to receive cash.
Dividends will be reinvested monthly in shares of the Portfolio at the net asset
value normally on the 21st day of each month if a business day, otherwise on the
next business day. The Fund will pay shareholders who redeem their entire
accounts all unpaid dividends at the time of the redemption not later than the
next dividend payment date. Upon written request to the Shareholder Service
Agent, a shareholder may elect to have Fund dividends invested without sales
charge in shares of another Kemper Mutual Fund offering this privilege at the
net asset value of such other fund. See "Special Features--Exchange Privilege"
for a list of such other Kemper Mutual Funds. To use this privilege of investing
Fund dividends in shares of another Kemper Mutual Fund, shareholders must
maintain a minimum account value of $10,000 in this Fund and must maintain a
minimum account value of $250 in the fund in which dividends are reinvested.
Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of the Portfolio consists of
(a) accrued interest income plus or minus amortized discount or premium
(excluding market discount for the Tax-Exempt Portfolio), (b) plus or minus all
short-term realized gains and losses on investments and (c) minus accrued
expenses allocated to the Portfolio. Expenses of the Fund are accrued each day.
While each Portfolio's investments are valued at amortized cost, there will be
no unrealized gains or losses on such investments. However, should the net asset
value of a Portfolio deviate significantly from market value, the Board of
Trustees could decide to value the investments at market value and then
unrealized gains and losses would be included in net investment income above.
Dividends are reinvested monthly and shareholders will receive monthly
confirmations of dividends and of purchase and redemption transactions except
that confirmations of dividend reinvestment for Individual Retirement Accounts
and other fiduciary accounts for which Investors Fiduciary Trust Company acts as
trustee will be sent quarterly.
NET ASSET VALUE. As described in the prospectus, each Portfolio 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 Portfolio
would receive if it sold the instrument. Calculations are made to compare the
value of a Portfolio's investments valued at amortized cost with market values.
Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. If a deviation of
1/2 of 1% or more were to occur between the net asset value per share
calculated
B-8
<PAGE> 32
by reference to market values and a Portfolio's $1.00 per share net asset value,
or if there were any other deviation that the Board of Trustees of the Fund
believed would result in a material dilution to shareholders or purchasers, the
Board of Trustees would promptly consider what action, if any, should be
initiated. If a Portfolio's net asset value per share (computed using market
values) declined, or were expected to decline, below $1.00 (computed using
amortized cost), the Board of Trustees of the Fund might temporarily reduce or
suspend dividend payments in an effort to maintain the net asset value at $1.00
per share. As a result of such reduction or suspension of dividends or other
action by the Board of Trustees, an investor would receive less income during a
given period than if such a reduction or suspension had not taken place. Such
action could result in investors receiving no dividend for the period during
which they hold their shares and receiving, upon redemption, a price per share
lower than that which they paid. On the other hand, if a Portfolio's net asset
value per share (computed using market values) were to increase, or were
anticipated to increase above $1.00 (computed using amortized cost), the Board
of Trustees of the Fund might supplement dividends in an effort to maintain the
net asset value at $1.00 per share.
TAXES. Interest on indebtedness which is incurred to purchase or carry shares of
a mutual fund portfolio which distributes exempt-interest dividends during the
year is not deductible for federal income tax purposes. Further, the Tax-Exempt
Portfolio may not be an appropriate investment for persons who are "substantial
users" of facilities financed by industrial development bonds held by the
Tax-Exempt Portfolio or are "related persons" to such users; such persons should
consult their tax advisers before investing in the Tax-Exempt Portfolio.
The "Superfund Act of 1986" (the "Superfund Act") imposes a separate tax on
corporations at a rate of 0.12 percent of the excess of such corporation's
"modified alternative minimum taxable income" over $2 million. A portion of
tax-exempt interest, including exempt-interest dividends from the Tax-Exempt
Portfolio, 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.
PERFORMANCE
As reflected in the prospectus, the historical performance calculation for a
Portfolio may be shown in the form of "yield," "effective yield" and, for the
Tax-Exempt Portfolio only, "tax equivalent yield." These various measures of
performance are described below. KFS has agreed to temporarily absorb certain
operating expenses of the Portfolios to the extent described in the prospectus.
Without this expense absorption, the performance results noted herein would have
been lower.
Each Portfolio's 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
each 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 (excluding market discount for the Tax-Exempt
Portfolio), less accrued expenses. This number is then divided by the price per
share (expected to remain constant at $1.00) at the beginning of the period
("base period return"). The result is then divided by 7 and multiplied by 365
and the resulting yield figure is carried to the nearest one-hundredth of one
percent. Realized capital gains or losses and unrealized appreciation or
depreciation of investments are not included in the calculation. For the seven
day period ended April 30, 1995, the Money Market Portfolio's yield was 5.24%;
the Government Securities Portfolio's yield was 5.25%; and the Tax-Exempt
Portfolio's yield was 3.66%.
Each Portfolio'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. For
the seven-day period ended April 30, 1995, the Money Market Portfolio's
effective yield was 5.37%; the Government Securities Portfolio's effective yield
was 5.38%; and the Tax-Exempt Portfolio's effective yield was 3.73%.
The tax equivalent yield of the Tax-Exempt Portfolio 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
B-9
<PAGE> 33
the product to that portion, if any, of the yield of the Portfolio that is not
tax-exempt. Based upon an assumed federal income tax rate of 37.1% and the
Tax-Exempt Portfolio's yield computed as described above for the seven-day
period ended April 30, 1995, the Tax-Exempt Portfolio's tax equivalent yield for
the period was 5.82%. For additional information concerning tax-exempt yields,
see "Tax-Exempt versus Taxable Yield" below.
Each Portfolio's yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in the Portfolio will
actually yield for any given future period. Actual yields will depend not only
on changes in interest rates on money market instruments during the period in
which the investment in the Portfolio is held, but also on such matters as
Portfolio expenses.
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 the Money Market Portfolio, the Government
Securities Portfolio and the Tax-Exempt Portfolio with that of their
competitors. Past performance cannot be a guarantee of future results.
As indicated in the prospectus (see "Performance"), the performance of the
Fund's Portfolios 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 Portfolio's performance also may be
compared to other money market funds as reported by IBC/Donoghue'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 would be effective annual yields assuming reinvestment of
dividends.
Lipper and IBC/Donoghue's reported the following results for the Money Market
Portfolio and the Government Securities Portfolio.
LIPPER ANALYTICAL SERVICES, INC. IBC'S/DONOGHUE'S
<TABLE>
<CAPTION>
AVERAGE
MONEY MARKET YIELD
PORTFOLIO'S ALL
RANKING VS MONEY TAXABLE
MONEY MARKET MARKET MONEY
INSTRUMENT PORTFOLIO'S MARKET
PERIOD ENDED 4/30/95 FUNDS PERIOD YIELD FUNDS
- ------------------------------------- -------------- ------------------------------------- ---- ----
<S> <C> <C> <C> <C>
3 Months............................. 222 out of 274 30 Days ended 4/30/95................ 5.21% 5.53%
1 Month.............................. 159 out of 280 7 Days ended 4/25/95................. 5.20 5.51
</TABLE>
<TABLE>
<CAPTION>
GOVERNMENT
SECURITIES AVERAGE
PORTFOLIO'S YIELD
RANKING VS ALL
U.S. GOVERNMENT TAXABLE
GOVERNMENT SECURITIES GOVERNMENT
MONEY MARKET PORTFOLIO'S MONEY
PERIOD ENDED 4/30/95 FUNDS PERIOD YIELD FUNDS
- ------------------------------------- -------------- ------------------------------------- ---- ----
<S> <C> <C> <C> <C>
3 Months............................. 76 out of 113 30 Days ended 4/30/95................ 5.28% 5.35%
1 Month.............................. 62 out of 116 7 Days ended 4/25/95................. 5.27 5.32
</TABLE>
The following investment comparisons are based upon information reported by
Lipper and IBC/Donoghue's. In the comparison of the Tax-Exempt Portfolio's
performance to the IBC/Donoghue's Average Yield for All Taxable Money Market
Funds and to the Lipper Money Market Instrument Funds Average, the performance
of that Portfolio has
B-10
<PAGE> 34
been adjusted on a taxable equivalent basis assuming a marginal federal tax rate
of 31% (see "Tax-Exempt versus Taxable Yield" below for more information
concerning taxable equivalent performance).
LIPPER ANALYTICAL SERVICES, INC. IBC'S/DONOGHUE'S
<TABLE>
<CAPTION>
TAX-EXEMPT AVERAGE
PORTFOLIO'S RANKING VS YIELD ALL
TAX-EXEMPT MONEY TAX-EXEMPT TAX-FREE MONEY
PERIOD ENDED 4/30/95 MARKET FUNDS PERIOD PORTFOLIO MARKET FUNDS
- --------------------------------- ---------------------- ----------------------------- ------------- --------------
<S> <C> <C> <C> <C>
3 Months.......................... 64 out of 131 30 Days ended 4/30/95............. 3.50% 3.59%
1 Month........................... 41 out of 132 7 Days ended 4/24/95.............. 3.58 3.68
</TABLE>
<TABLE>
<CAPTION>
LIPPER LIPPER AVERAGE
TAX-EXEMPT TAX-EXEMPT MONEY TAX-EXEMPT YIELD ALL
MONEY PORTFOLIO MARKET PORTFOLIO TAXABLE
MARKET TAXABLE INSTRUMENT TAXABLE MONEY
PERIOD ENDED TAX-EXEMPT FUND EQUIVALENT FUNDS EQUIVALENT MARKET
4/30/95 PORTFOLIO AVERAGE BASIS AVERAGE PERIOD BASIS** FUNDS
- ------------------- ------------ ---------- ---------- -------- ----------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 Month*................ .29% .29% .42% .44% 30 Days ended 4/30/95... 5.07% 5.53%
7 Days ended 4/24/95.... 5.19 5.51***
</TABLE>
- ---------------
* These results are not annualized.
** Source: KFS (not reported in Donoghue's or Lipper).
*** As of 4/25/95.
A Portfolio'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 6-month
maturity certificates of deposit as reported in the BANK RATE MONITOR National
IndexTM of 100 leading bank and thrift institutions as published by the BANK
RATE MONITORTM, N. Palm Beach, Florida 33408. The rates published by the BANK
RATE MONITOR National IndexTM are averages of the personal account rates offered
on the Wednesday prior to the date of publication by 100 large bank and thrifts
in the top ten Consolidated Standard Metropolitan Statistical Areas. With
respect to money market deposit accounts and interest bearing checking accounts,
account minimums range upward from $2,000 in each institution and compounding
methods vary. Interest bearing checking accounts generally offer unlimited
checkwriting 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 account deposits may be insured.
Shareholder accounts in the Fund are not insured. Bank passbook savings accounts
share some liquidity features with money market mutual fund accounts but they
may not offer all of the features available from a money market mutual fund,
such as checkwriting. Bank passbook savings accounts normally offer a fixed rate
of interest, while the yield of each Portfolio of the Fund fluctuates. Bank
checking accounts normally do not pay interest but share some liquidity features
with money market mutual fund accounts (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 normally will be subject to a penalty. In
contrast, shares of a Portfolio are redeemable at the net asset value (normally
$1.00 per share) next determined after a request is received, without charge.
Investors also may want to compare a Portfolio'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 generally will 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 Portfolio's yield will
fluctuate. Also, while each Portfolio seeks to maintain a net asset value per
share of $1.00, there is no assurance that it will be able to do so.
B-11
<PAGE> 35
TAX-EXEMPT VERSUS TAXABLE YIELD. You may want to determine which
investment--tax-exempt or taxable--will provide you with a higher after-tax
return. To determine the taxable equivalent yield, simply divide the yield from
the tax-exempt 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-exempt yields and taxable income levels. These yields are presented
for purposes of illustration only and are not representative of any yield that
the Tax-Exempt Portfolio may generate. Both tables are based upon current law as
to the 1995 tax rate schedules.
<TABLE>
TAXABLE EQUIVALENT YIELD TABLE FOR PERSONS WHOSE ADJUSTED GROSS INCOME IS UNDER $114,700
- ------------------------------------------------------------------------------------------------------------------
SINGLE JOINT YOUR
MARGINAL A TAX-EXEMPT YIELD OF:
FEDERAL TAX 2% 3%
TAXABLE INCOME RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$23,350 - $56,550 $39,000 - $94,250 28.0% 2.78 4.17
- ------------------------------------------------------------------------------------------------------------------
Over $56,550 Over $94,250 31.0 2.90 4.35
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
SINGLE
4% 5% 6% 7%
TAXABLE INCOME
- ------------------------------------------------------------------------------------------------------------------
<S> <<C> <C> <C> <C>
$23,350 - $56,550 5.56 6.94 8.33 9.72
- ------------------------------------------------------------------------------------------------------------------
Over $56,550 5.80 7.25 8.70 10.14
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------
TAXABLE EQUIVALENT YIELD TABLE FOR PERSONS WHOSE ADJUSTED GROSS INCOME IS OVER $114,700*
- ------------------------------------------------------------------------------------------------------------------
SINGLE JOINT YOUR
MARGINAL A TAX-EXEMPT YIELD OF:
FEDERAL TAX 2% 3%
TAXABLE INCOME RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$56,500 - $117,950 $94,250 - $143,600 31.9% 2.94 4.41
- ------------------------------------------------------------------------------------------------------------------
$117,950 - $256,500 $143,600 - $256,500 37.1 3.18 4.77
- ------------------------------------------------------------------------------------------------------------------
Over $256,500 Over $256,500 40.8 3.38 5.07
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<CAPTION>
SINGLE
4% 5% 6% 7%
TAXABLE INCOME
- ------------------------------------------------------------------------------------------------------------------
<S> <<C> <C> <C> <C>
$56,500 - $117,950 5.88 7.35 8.81 10.28
- ------------------------------------------------------------------------------------------------------------------
$117,950 - $256,500 6.36 7.95 9.54 11.13
- ------------------------------------------------------------------------------------------------------------------
Over $256,500 6.76 8.44 10.13 11.82
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
* This table assumes at least $3.75 of itemized deductions for each $100 of
adjusted gross income over $114,700. For a married couple with adjusted gross
income between $172,050 and $294,550 (single between $114,700 and $237,200),
add 0.7% to the 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
9.76% (6% / (100% - 38.5%)).
OFFICERS AND TRUSTEES
The officers and trustees of the Fund, their principal occupations and their
affiliations, if any, with KFS and KDI, are as follows (the number following
each person's title is the number of investment companies managed by KFS
("Kemper Managed Funds") for which he or she holds similar positions):
DAVID W. BELIN, Trustee (21), 2000 Financial Center, 7th and Walnut, Des Moines,
Iowa; Member, Belin Harris Lamson McCormick, P.C. (attorneys).
LEWIS A. BURNHAM, Trustee (21), 16410 Avila Boulevard, Tampa, Florida; Partner,
Business Resources Group; formerly, Executive Vice President, Anchor Glass
Container Corporation.
DONALD L. DUNAWAY, Trustee (21), One Park Place, Milwaukee, Wisconsin; Retired;
formerly, Executive Vice President, A.O. Smith Corporation (diversified
manufacturer).
ROBERT B. HOFFMAN, Trustee (21), 800 North Lindbergh Boulevard, St. Louis,
Missouri; Senior Vice President and Chief Financial Officer, Monsanto Company
(chemical products); formerly, Vice President, FMC Corporation
B-12
<PAGE> 36
(manufacturer of machinery and chemicals); prior thereto, Director, Executive
Vice President and Chief Financial Officer, Staley Continental, Inc. (food
products).
DONALD R. JONES, Trustee (21), 1303 East Algonquin Road, Schaumburg, Illinois;
Retired; Director, Motorola, Inc. (manufacturer of electronic equipment and
components); formerly, Executive Vice President and Chief Financial Officer,
Motorola, Inc.
DAVID B. MATHIS, Trustee (28), Kemper Center, Long Grove, Illinois; Chairman,
Chief Executive Officer and Director of Kemper Corporation; Director, KFS,
Kemper Financial Companies, Inc. ("KFC"), several other Kemper Corporation
subsidiaries, IMC Global Inc. and Lumbermens Mutual Casualty Company.
SHIRLEY D. PETERSON, Trustee (18), 401 Rosemont Avenue, Frederick, Maryland;
President, Hood College; formerly, Partner, Steptoe & Johnson (attorneys); prior
thereto, Commissioner, Internal Revenue Service; prior thereto, Assistant
Attorney General, U.S. Department of Justice.
WILLIAM P. SOMMERS, Trustee (21), 333 Ravenswood Avenue, Menlo Park, California;
President and Chief Executive Officer, SRI International (research and
development); prior thereto, Executive Vice President, Iameter (medical
information and educational service provider); prior thereto, Senior Vice
President and Director, Booz, Allen & Hamilton Inc. (management consulting
firm) (retired); Director, Rohr, Inc., Therapeutic Discovery Corp. and Litton
Industries.
STEPHEN B. TIMBERS, President and Trustee*(31), 120 S. LaSalle Street, Chicago,
Illinois; President, Chief Operating Officer and Director, Kemper Corporation;
Chairman, Chief Executive Officer, Chief Investment Officer and Director, KFS;
Director, KFC, KDI and several other Kemper Corporation subsidiaries.
J. PATRICK BEIMFORD, JR., Vice President*(24), 120 South LaSalle Street,
Chicago, Illinois; Executive Vice President/Director of Fixed Income
Investments, KFS.
PHILIP J. COLLORA, Vice President and Secretary*(31), 120 South LaSalle Street,
Chicago, Illinois; Attorney, Senior Vice President and Assistant Secretary, KFS.
CHARLES F. CUSTER, Vice President and Assistant Secretary*(31), 222 North
LaSalle Street, Chicago, Illinois; Partner, Vedder, Price, Kaufman & Kammholz
(attorneys), Legal Counsel to the Fund.
JEROME L. DUFFY, Treasurer*(31), 120 South LaSalle Street, Chicago, Illinois;
Senior Vice President, KFS.
JOHN E. PETERS, Vice President*(31), 120 South LaSalle Street, Chicago,
Illinois; Director and Senior Executive Vice President, KFS; Director and
President, KDI.
FRANK J. RACHWALSKI, JR., Vice President*(9), 120 South LaSalle Street, Chicago,
Illinois; Senior Vice President, KFS.
JOHN W. STUEBE, Vice President*(2), 120 South LaSalle Street, Chicago, Illinois;
First Vice President, KFS and KDI.
ELIZABETH C. WERTH, Assistant Secretary*(23), 120 South LaSalle Street, Chicago,
Illinois; Vice President and Director of State Registrations, KFS and KDI.
* Interested persons as defined in the Investment Company Act of 1940.
The trustees and officers who are "interested persons" as designated above
receive no compensation from the Fund, except that Mr. Custer's law firm
receives fees from the Fund as counsel to the Fund. The table below shows
amounts paid or accrued to those trustees who are not designated "interested
persons" during the Fund's fiscal year
B-13
<PAGE> 37
ended April 30, 1995 and the total compensation that Kemper Managed Funds paid
to each trustee during the calendar year 1994.
<TABLE>
<CAPTION>
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS KEMPER MANAGED
COMPENSATION ACCRUED AS PART OF FUNDS PAID TO
NAME OF TRUSTEE FROM FUND FUND EXPENSES TRUSTEES(3)
- ---------------------------------------------------- ------------ ------------------- -------------------
<S> <C> <C> <C>
David W. Belin(1)................................... $1,800 0 $ 112,200
Lewis A. Burnham.................................... 1,700 0 90,100
Donald L. Dunaway(1)................................ 2,000 0 115,400
Robert B. Hoffman................................... 1,600 0 87,400
Donald R. Jones..................................... 1,800 0 94,300
Shirley D. Peterson(2).............................. 0 0 0
William P. Sommers.................................. 1,500 0 84,100
</TABLE>
- ---------------
(1) Includes deferred fees and interest thereon pursuant to deferred
compensation agreements with the Fund. Deferred amounts accrue interest
monthly at a rate approximate to the yield of Kemper Money Market
Fund--Money Market Portfolio.
(2) Appointed to the Board on June 15, 1995.
(3) Includes compensation for service on the Boards of 23 Kemper funds
(including two Kemper funds no longer in existence). Also includes amounts
for new portfolios estimated as if they had existed at the beginning of the
year.
On July 14, 1995, the officers and trustees of the Fund, as a group, owned less
than 1% of the then outstanding shares of each Portfolio. On July 14, 1995,
Sterling Trust Company, P.O. Box 21596, Waco, Texas 76702 owned of record 15.65%
of the outstanding shares of the Money Market Portfolio. On July 14, 1995 Stifel
Nicolaus & Company, Inc. for the Exclusive Benefit of Customers, 500 N.
Broadway, St. Louis, Missouri 63102 and DST Systems, Inc., 127 W. 10th Street,
Kansas City, MO 64133 respectively owned of record 64.73% and 12.3% of the Money
Market Portfolio, 73.63% and 7.19% of the Government Securities Portfolio and
86.12% and 7.92% of the Tax-Exempt Portfolio.
SPECIAL FEATURES
EXCHANGE PRIVILEGE. Subject to the limitations described below, Class A Shares
(or the equivalent) of the following Kemper Mutual Funds may be exchanged for
each other at their relative net asset values: Kemper Technology Fund, Kemper
Total Return Fund, Kemper Growth Fund, Kemper Small Capitalization Equity Fund,
Kemper Income and Capital Preservation Fund, Kemper Municipal Bond Fund, Kemper
Diversified Income Fund, Kemper High Yield Fund, Kemper U.S. Government
Securities Fund, Kemper International Fund, Kemper State Tax-Free Income Series,
Kemper Adjustable Rate U.S. Government Fund, Kemper Blue Chip Fund, Kemper
Global Income Fund, Kemper Target Equity Fund (series are subject to a limited
offering period), Kemper Intermediate Municipal Bond Fund, Kemper Cash Reserves
Fund, Kemper U.S. Mortgage Fund and Kemper Short-Intermediate Government Fund
("Kemper Mutual Funds") and certain "Money Market Funds" (Kemper Money Market
Fund, Cash Equivalent Fund, Tax-Exempt California Money Market Fund, Cash
Account Trust, Tax-Exempt New York Money Market Fund and Investors Cash Trust).
Shares of Money Market Funds that were acquired by purchase (not including
shares acquired by dividend reinvestment) are subject to the applicable sales
charge on exchange. Shares purchased by check or through an ACH transaction may
not be exchanged until they have been owned for at least 15 days. In addition,
shares of Kemper Mutual Funds, other than a Money Market Fund, acquired by
exchange from another Fund may not be exchanged thereafter until they have been
owned for 15 days. A series of Kemper Target Equity Fund will be available on
exchange only during the Offering Period for such series as described in the
prospectus for such series. Cash Equivalent Fund, Tax-Exempt California Money
Market Fund, Cash Account Trust, Tax-Exempt New York Money Market Fund and
Investors Cash Trust are available on exchange but only through a financial
services firm having a services agreement with KDI with respect to such funds.
Exchanges may only be made for funds that are available for sale in the
shareholder's state of residence. Currently, Tax-Exempt California
B-14
<PAGE> 38
Money Market Fund is available for sale only in California and Tax-Exempt New
York Money Market Fund is available for sale only in New York, Connecticut, New
Jersey and Pennsylvania.
The total value of shares being exchanged must at least equal the minimum
investment requirement of the fund into which they are being exchanged.
Exchanges are made based on relative dollar values of the shares involved in the
exchange. There is no service fee for an exchange; however, financial services
firms may charge for their services in expediting exchange transactions.
Exchanges will be effected by redemption of shares of the fund held and purchase
of shares of the other fund. For federal income tax purposes, any such exchange
constitutes a sale upon which a gain or loss may be realized, depending upon
whether the value of the shares being exchanged is more or less than the
shareholder's adjusted cost basis. Shareholders interested in exercising the
exchange privilege may obtain an exchange form and prospectuses of the other
funds from financial services firms or KDI. Exchanges also may be authorized by
telephone if the shareholder has given authorization. Once the authorization is
on file, the Shareholder Service Agent will honor requests by telephone at
1-800-231-8568 or in writing subject to the limitations on liability described
in the prospectus. Any share certificates must be deposited prior to any
exchange of such shares. During periods when it is difficult to contact the
Shareholder Service Agent by telephone, it may be difficult to implement the
telephone exchange privilege. The exchange privilege is not a right and may be
suspended, terminated or modified at any time. Except as otherwise permitted by
applicable regulation, 60 days' prior written notice of any termination or
material change will be provided.
SYSTEMATIC WITHDRAWAL PROGRAM. An owner of $5,000 or more of a Portfolio's
shares may provide for the payment from the owner's account of any requested
dollar amount to be paid to the owner or the owner's 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
reinvested automatically 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 Fund. Firms provide varying arrangements for their clients to
redeem Fund shares on a periodic basis. Such firms may independently establish
minimums for such services.
TAX-SHELTERED RETIREMENT PROGRAMS. KDI provides retirement plan services and
documents and can establish your account in any of the following types of
retirement plans:
- - Individual Retirement Accounts (IRAs) trusteed by Investors Fiduciary Trust
Company ("IFTC"). This includes Simplified Employee Pension Plan (SEP) IRA
accounts and prototype documents.
- - 403(b) Custodial Accounts also trusteed by IFTC. This type of plan is
available to employees of most non-profit organizations.
- - Prototype money purchase pension and profit-sharing plans may be adopted by
employers. The maximum contribution per participant is the lesser of 25% of
compensation or $30,000.
Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from KDI upon request. The brochures for plans
trusteed by IFTC describe the current fees payable to IFTC for its services as
trustee. Investors should consult with their own tax advisers before
establishing a retirement plan.
ELECTRONIC FUNDS TRANSFER PROGRAMS. For your convenience, the Fund has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is currently no charge by
the Fund for these programs. To use these features, your financial institution
must be affiliated with an Automated Clearing House (ACH). This ACH affiliation
permits the Shareholder Service Agent to electronically transfer money between
your bank account, or employer's payroll bank in the case of Direct Deposit, and
your Fund account. Your bank's crediting policies of these transferred funds may
vary. These features may be amended or terminated at any time by the Fund.
Shareholders should contact the financial services firm through which their
account was established for more information. These programs may not be
available through some firms that distribute shares of the Fund.
B-15
<PAGE> 39
SHAREHOLDER RIGHTS
The Fund generally is not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust of the Fund ("Declaration of Trust"),
however, shareholder meetings will be held in connection with the following
matters: (a) the election or removal of trustees if a meeting is called for such
purpose; (b) the adoption of any contract for which shareholder approval is
required by the Investment Company Act of 1940 ("1940 Act"); (c) any termination
of the Fund to the extent and as provided in the Declaration of Trust; (d) any
amendment of the Declaration of Trust (other than amendments changing the name
of the Fund or any Portfolio, establishing a Portfolio, supplying any omission,
curing any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision thereof); and (e) such additional matters as may be
required by law, the Declaration of Trust, the By-laws of the Fund, or any
registration of the Fund with the Securities and Exchange Commission or any
state, or as the trustees may consider necessary or desirable. The shareholders
also would vote upon changes in fundamental investment objectives, policies or
restrictions.
Each trustee serves until the next meeting of shareholders, if any, called for
the purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) the Fund will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.
Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Fund stating that such shareholders wish to
communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a trustee, the
Fund has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.
The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of the Fund could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of the Fund and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.
The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Fund (or any Portfolio or class) by notice to the shareholders
without shareholder approval.
Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Fund or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Fund property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund and the Fund
will be covered by insurance which the trustees consider adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by KFS remote and not
material, since it is limited to circumstances in which a disclaimer is
inoperative and the Fund itself is unable to meet its obligations.
B-16
<PAGE> 40
APPENDIX--RATINGS OF INVESTMENTS
COMMERCIAL PAPER RATINGS
A-1, A-2, PRIME-1, PRIME-2 AND DUFF 1, DUFF 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 them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1, 2 or 3.
The rating Duff-1 is the highest commercial paper rating assigned by Duff &
Phelps Inc. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors that are supported by ample
asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as
having good certainty of timely payment, good access to capital markets and
sound liquidity factors and company fundamentals. Risk factors are small.
MIG-1 AND MIG-2 MUNICIPAL NOTES
Moody's Investors Service, Inc.'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, CORPORATE BONDS
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.
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
B-17
<PAGE> 41
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
AA. Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.
DUFF & PHELP'S INC. BOND RATINGS
AAA--Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA--High credit quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic conditions.
B-18
<PAGE> 42
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CORPORATE OBLIGATIONS Value
<S> <C>
BANKING--4.7%
--------------------------------------------------------
Nordbanken North America, Inc.
6.18%, 6/02/95 $ 9,946
--------------------------------------------------------
Postipankki U.S. Inc.
6.17%, 6/12/95 7,943
--------------------------------------------------------
17,889
CAPITAL AND MORTGAGE LENDING--3.4%
--------------------------------------------------------
Countrywide Funding Corporation
6.11%, 5/02/95 4,999
--------------------------------------------------------
SRD Finance, Inc.
6.06%, 5/25/95 7,968
--------------------------------------------------------
12,967
CAPTIVE BUSINESS FINANCE--15.8%
--------------------------------------------------------
(a)American Honda Finance Corporation
6.25%, 5/09/95 7,997
--------------------------------------------------------
AT&T Capital Corporation
6.08%, 5/16/95 4,988
--------------------------------------------------------
(a)Capital One Funding Corporation
6.08%, 5/05/95 9,785
--------------------------------------------------------
Caterpillar Financial Services Corporation
6.01%, 5/03/95 1,999
--------------------------------------------------------
Chrysler Financial Corporation
6.12%, 6/01/95 4,974
--------------------------------------------------------
CSW Credit, Inc.
6.07%, 5/02/95 4,999
--------------------------------------------------------
Deere (John) Capital Corporation
6.11%, 5/09/95 4,993
--------------------------------------------------------
Enterprise Capital Funding Corporation
6.14%, 5/05/95 4,997
--------------------------------------------------------
Ford Motor Credit Company
6.09%, 5/30/95 4,976
--------------------------------------------------------
Hanson Finance (UK) PLC
6.11%, 5/03/95 4,998
--------------------------------------------------------
MCA Funding Corporation
6.09%, 6/12/95 4,965
--------------------------------------------------------
59,671
CONSUMER FINANCING--3.3%
--------------------------------------------------------
(a)Beneficial Corporation
6.06%, 5/12/95 2,500
--------------------------------------------------------
Household Finance Corporation
6.08%, 5/04/95 4,997
--------------------------------------------------------
Whirlpool Financial Corporation
6.12%, 7/26/95 4,928
--------------------------------------------------------
12,425
CONSUMER PRODUCTS AND SERVICES--8.7%
--------------------------------------------------------
American Home Products Corporation
6.10%, 5/16/95 4,987
--------------------------------------------------------
<CAPTION>
Value
<S> <C>
Coca-Cola Enterprises Inc.
6.10%, 6/13/95 $ 7,942
--------------------------------------------------------
Dayton Hudson Corporation
6.09%, 6/23/95 7,929
--------------------------------------------------------
(a)PepsiCo, Inc.
5.99%, 5/17/95 1,999
--------------------------------------------------------
Wal-Mart Stores Inc.
6.07%, 6/16/95 4,962
--------------------------------------------------------
Whirlpool Corporation
6.07%, 5/12/95 4,991
--------------------------------------------------------
32,810
CORPORATE FINANCING--14.2%
--------------------------------------------------------
Beta Finance Corporation
6.05%, 5/01/95 4,000
(a) 6.01%, 5/02/95 8,000
--------------------------------------------------------
BI Funding, Inc.
6.06%, 6/26/95 4,953
--------------------------------------------------------
Broadway Capital Corporation
6.25%, 6/29/95 4,950
--------------------------------------------------------
CXC Incorporated
6.12%, 6/05/95 4,971
--------------------------------------------------------
IBM Credit Corporation
6.05%, 6/12/95 7,944
--------------------------------------------------------
Ranger Funding Corporation
6.05%, 6/16/95 3,969
--------------------------------------------------------
(a)Sanwa Business Credit Corporation
6.13%, 5/08/95 5,000
--------------------------------------------------------
U.S. West Capital Funding, Inc.
6.08%, 5/17/95 4,987
--------------------------------------------------------
Windmill Funding Corporation
6.12%, 5/30/95 4,976
--------------------------------------------------------
53,750
ENERGY AND UTILITIES--2.6%
--------------------------------------------------------
AES Barbers Point Inc.
6.10%, 6/16/95 4,961
-------------------------------------------------------
New Hampshire Industrial Development Authority
6.05%, 5/02/95 5,000
--------------------------------------------------------
9,961
FINANCIAL SERVICES--10.7%
--------------------------------------------------------
(a)Bear Stearns Companies Inc.
6.23%, 5/08/95 - 5/22/95 8,000
--------------------------------------------------------
(a)CS First Boston, Inc.
6.21%, 5/10/95 8,500
--------------------------------------------------------
Dean Witter, Discover & Co.
6.19%, 6/21/95 4,957
--------------------------------------------------------
(a)Goldman, Sachs & Co.
6.14%, 5/25/95 7,000
--------------------------------------------------------
</TABLE>
<PAGE> 43
Cash Account Trust 3
- --------------------------------------------------------------------------------
MONEY MARKET PORTFOLIO
Investments at April 30, 1995
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
(a)(b)Lehman Brothers Holdings Inc.
6.24%, 5/17/95 $ 7,000
--------------------------------------------------------
(a)Salomon Inc
6.48%, 5/01/95 5,000
--------------------------------------------------------
40,457
FOREIGN GOVERNMENT OBLIGATIONS--2.1%
--------------------------------------------------------
(a)Kingdom of Sweden
6.06%, 7/11/95 7,994
--------------------------------------------------------
INDUSTRIAL PRODUCTS--1.3%
--------------------------------------------------------
Monsanto Company
6.09%, 5/18/85 4,986
--------------------------------------------------------
INFORMATION SERVICES AND MEDIA--6.1%
--------------------------------------------------------
CBS Inc.
6.09%, 6/06/95 7,952
--------------------------------------------------------
Cox Enterprises, Inc.
6.11%, 5/25/95 4,980
--------------------------------------------------------
Electronic Data Systems Corporation
6.14%, 5/26/95 4,979
--------------------------------------------------------
Nynex Corporation
6.30%, 5/04/95 4,997
--------------------------------------------------------
22,908
MUNICIPAL AND STATE OBLIGATIONS--2.0%
--------------------------------------------------------
(a)(b)(c)Orange County, California
6.13%, 7/10/95 (maturity)
$5,000,000 (cost and par) 4,150
Letter of credit from The Bank of New York 850
--------------------------------------------------------
(a)Texas, General Obligation
6.07%, 5/05/95 2,500
--------------------------------------------------------
7,500
RECEIVABLES FINANCING--12.9%
--------------------------------------------------------
Corporate Receivables Corporation
6.08%, 5/10/95 4,992
--------------------------------------------------------
Dynamic Funding Corporation
6.12% - 6.18%, 6/30/95 - 7/31/95 9,873
--------------------------------------------------------
First Brands Commercial, Inc.
6.09%, 6/15/95 4,962
--------------------------------------------------------
Jet Funding Corporation
6.15%, 7/31/95 4,924
--------------------------------------------------------
JV Receivables Corporation
6.06%, 6/14/95 3,474
--------------------------------------------------------
SFC (USA) Inc.
6.15%, 5/31/95 4,975
--------------------------------------------------------
WCP Funding Corporation
6.09%, 6/15/95 7,940
--------------------------------------------------------
<CAPTION>
Value
<S> <C>
Xerox Credit Corporation
6.08%, 7/07/95 $ 7,911
--------------------------------------------------------
49,051
--------------------------------------------------------
TOTAL CORPORATE OBLIGATIONS--87.8%
(average maturity: 30 days) 332,369
--------------------------------------------------------
BANK OBLIGATIONS
ISSUED BY U.S. BANKS--1.3%
--------------------------------------------------------
(a)Shawmut Bank Connecticut, N.A.
5.94%, 5/02/95 5,000
--------------------------------------------------------
ISSUED BY FOREIGN BANKS--1.3%
--------------------------------------------------------
Banque National De Paris
6.06%, 5/08/95 5,000
--------------------------------------------------------
TOTAL BANK OBLIGATIONS--2.6%
(average maturity: 4 days) 10,000
--------------------------------------------------------
REPURCHASE AGREEMENTS
(Dated 2/95 and 3/95, collateralized by Federal
Home Loan Mortgage Corporation and Federal
National Mortgage Association Securities)
--------------------------------------------------------
CS First Boston Inc.
(held at Chemical Bank)
6.05%, 5/24/95 10,000
--------------------------------------------------------
Goldman, Sachs & Co.
(held at The Bank of New York)
6.02%, 5/01/95 10,000
--------------------------------------------------------
Lehman Government Securities, Inc.
(held at Chemical Bank)
6.10%, 5/08/95 15,000
--------------------------------------------------------
TOTAL REPURCHASE AGREEMENTS--9.3%
(average maturity: 10 days) 35,000
--------------------------------------------------------
TOTAL INVESTMENTS--99.7%
(average maturity: 27 days) 377,369
--------------------------------------------------------
CASH AND OTHER ASSETS,
LESS LIABILITIES--.3% 1,182
--------------------------------------------------------
NET ASSETS--100% $378,551
--------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolios of Investments.
<PAGE> 44
Cash Account Trust 4
- --------------------------------------------------------------------------------
GOVERNMENT SECURITIES PORTFOLIO
Investments at April 30, 1995
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHORT-TERM NOTES Value
<S> <C>
(Issued or guaranteed by U.S. Government
agencies or instrumentalities)
---------------------------------------------------------
(a)Export-Import Bank of the United States
(Kuwait Investment Authority)
6.34%, 5/15/95 $ 3,600
---------------------------------------------------------
Federal Farm Credit Banks
6.33%, 6/01/95 4,999
---------------------------------------------------------
Federal Home Loan Bank
5.93% - 6.10%, 5/01/95 - 6/07/95 5,969
(a) 6.26%, 5/02/95 2,201
---------------------------------------------------------
Federal Home Loan Bank
(Downey Savings & Loan)
6.09%, 7/10/95 4,645
---------------------------------------------------------
Federal Home Loan Mortgage Corporation
5.88% - 6.10%, 5/11/95 - 6/09/95 15,949
(a) 6.14%, 5/15/95 2,498
---------------------------------------------------------
(a)Federal National Mortgage Association
6.60%, 5/01/95 1,001
---------------------------------------------------------
(a)Student Loan Marketing Association
6.04%, 5/02/95 8,339
---------------------------------------------------------
TOTAL SHORT-TERM NOTES--35.6%
(average maturity: 22 days) 49,201
---------------------------------------------------------
REPURCHASE AGREEMENTS
(Dated 3/95 and 4/95, collateralized by Federal
Home Loan Mortgage Corporation, Federal
National Mortgage Association and U.S. Treasury
securities)
---------------------------------------------------------
Bear, Stearns Companies Inc.
6.00%, 5/02/95 12,000
---------------------------------------------------------
<CAPTION>
Value
<S> <C>
Chase Manhattan Corporation
(held at Chemical Bank)
6.05% - 6.10%, 5/03/95 - 5/11/95 $ 21,000
---------------------------------------------------------
CS First Boston Inc.
(held at Chemical Bank)
5.95%, 5/01/95 4,000
---------------------------------------------------------
Donaldson, Lufkin & Jenrette Securities Corp.
(held at Chemical Bank)
6.13% - 6.20%, 6/05/95 - 7/06/95 15,000
---------------------------------------------------------
Goldman, Sachs & Co.
(held at The Bank of New York)
6.10% - 6.18%, 5/04/95 - 6/30/95 17,000
---------------------------------------------------------
Lehman Government Securities, Inc.
(held at Chemical Bank)
6.10%, 7/24/95 7,000
---------------------------------------------------------
Nomura Securities International, Inc.
(held at The Bank of New York)
6.10%, 5/01/95 7,000
---------------------------------------------------------
Salomon Inc.
(held at The Bank of New York)
5.95%, 5/02/95 4,600
---------------------------------------------------------
TOTAL REPURCHASE AGREEMENTS--63.5%
(average maturity: 25 days) 87,600
---------------------------------------------------------
TOTAL INVESTMENTS--99.1%
(average maturity: 23 days) 136,801
---------------------------------------------------------
CASH AND OTHER ASSETS,
LESS LIABILITIES--.9% 1,219
---------------------------------------------------------
NET ASSETS--100% $138,020
---------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolios of Investments.
<PAGE> 45
Cash Account Trust 5
- --------------------------------------------------------------------------------
TAX-EXEMPT PORTFOLIO
Investments at April 30, 1995
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A)VARIABLE RATE
DEMAND SECURITIES Value
<S> <C>
ARIZONA
---------------------------------------------------------
Apache County
Industrial Development Authority
4.90% $ 2,300
CALIFORNIA
---------------------------------------------------------
Los Angeles
Harbor Improvement Corporation
4.70% 2,000
Regional Airports Improvement Corporation
5.45% 600
DISTRICT OF COLUMBIA
---------------------------------------------------------
General Obligation
5.30% 500
GEORGIA
---------------------------------------------------------
Floyd County
Development Authority
5.00% 1,875
ILLINOIS
---------------------------------------------------------
Chicago
O'Hare International Airport
5.08% 2,980
---------------------------------------------------------
Development Finance Authority
4.35% 2,000
---------------------------------------------------------
Educational Facilities Authority
4.60% 2,000
INDIANA
---------------------------------------------------------
Fort Wayne
Hospital Authority
4.65% 2,135
---------------------------------------------------------
Rockport
Pollution Control Revenue
5.20% 1,400
IOWA
---------------------------------------------------------
Higher Education Loan Authority
4.70% 1,000
---------------------------------------------------------
Louisa County
Pollution Control Revenue
4.95% 500
MARYLAND
---------------------------------------------------------
Health and Higher Educational Facilities
Authority
4.35% 2,000
---------------------------------------------------------
<CAPTION>
Value
<S> <C>
MICHIGAN
---------------------------------------------------------
Dearborn
Economic Development Corporation
4.88% $ 1,400
---------------------------------------------------------
Strategic Fund
4.75% 305
NEW HAMPSHIRE
---------------------------------------------------------
Business Finance Authority
4.85% 1,500
NEW YORK
---------------------------------------------------------
New York City
Revenue Anticipation Notes
4.02% 1,000
PENNSYLVANIA
---------------------------------------------------------
Delaware Valley
Regional Finance Authority
4.70% 1,700
---------------------------------------------------------
Philadelphia
Redevelopment Authority
4.80% 1,600
TENNESSEE
---------------------------------------------------------
Smyrna Housing Association, Inc.
Multifamily Housing Revenue
4.80% 2,000
TEXAS
---------------------------------------------------------
Angelina and Neches River Authority
Industrial Development Corporation
5.00% 800
---------------------------------------------------------
Calhoun County
Industrial Development Authority
4.85% 1,000
VIRGINIA
---------------------------------------------------------
Louisa County
Industrial Development Authority
4.70% 2,000
WASHINGTON
---------------------------------------------------------
Health Care Facilities Authority
5.00% 2,000
WISCONSIN
---------------------------------------------------------
Eau Claire
Solid Waste Disposal Revenue
4.85% 1,800
---------------------------------------------------------
</TABLE>
<PAGE> 46
Cash Account Trust 6
- --------------------------------------------------------------------------------
TAX-EXEMPT PORTFOLIO
Investments at April 30, 1995
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
TOTAL VARIABLE RATE TAX-EXEMPT
DEMAND SECURITIES--56.7%
(average maturity: 3 days) $38,395
- ---------------------------------------------------------
OTHER SECURITIES
CALIFORNIA
- ---------------------------------------------------------
Housing Finance Agency
4.30%, 5/01/95 65
- ---------------------------------------------------------
Revenue Anticipation Notes
4.19%, 6/28/95 200
COLORADO
- ---------------------------------------------------------
Arapahoe County
Capital Improvement Revenue
4.45%, 8/31/95 1,500
- ---------------------------------------------------------
Denver City and County
Airport System Revenue
4.35%, 5/09/95 2,000
- ---------------------------------------------------------
Platte River Power Authority
4.25%, 5/22/95 1,500
GEORGIA
- ---------------------------------------------------------
Municipal Electric Authority
4.10% - 4.15%, 5/22/95 - 5/23/95 2,600
- ---------------------------------------------------------
Municipal Gas Authority
4.10%, 5/30/95 1,975
ILLINOIS
- ---------------------------------------------------------
Chicago
General Obligation
4.30%, 9/21/95 2,500
INDIANA
- ---------------------------------------------------------
Mount Vernon
Pollution Control and
Solid Waste Disposal Revenue
4.20%, 5/15/95 1,000
- ---------------------------------------------------------
Sullivan
Pollution Control Revenue
4.15% - 4.20%, 5/15/95 - 8/14/95 1,990
KENTUCKY
- ---------------------------------------------------------
Danville
Multi-City Lease Revenue
4.00%, 5/09/95 895
- ---------------------------------------------------------
<CAPTION>
Value
<S> <C>
Pendleton County
Multi-County Lease Revenue
4.25%, 8/17/95 $ 1,000
MISSOURI
- ---------------------------------------------------------
Health Facilities Revenue
4.00%, 5/12/95 1,500
NEW HAMPSHIRE
- ---------------------------------------------------------
Business Finance Authority
4.05%, 5/11/95 2,000
NEW YORK
- ---------------------------------------------------------
Nassau County
Tax Anticipation Notes
5.10%, 9/28/95 1,001
- ---------------------------------------------------------
New York City
Revenue Anticipation Notes
4.15%, 6/30/95 1,502
TEXAS
- ---------------------------------------------------------
Lower Colorado River Authority
4.45%, 5/10/95 1,000
- ---------------------------------------------------------
Public Finance Authority
4.20%, 9/07/95 1,000
VIRGINIA
- ---------------------------------------------------------
Chesterfield
Industrial Development Authority
4.05% - 4.25%, 5/22/95 - 7/24/95 2,350
- ---------------------------------------------------------
TOTAL OTHER
SECURITIES--40.7%
(average maturity: 56 days) 27,578
- ---------------------------------------------------------
TOTAL INVESTMENTS--97.4%
(average maturity: 25 days) 65,973
- ---------------------------------------------------------
CASH AND OTHER ASSETS
LESS LIABILITIES--2.6% 1,775
- ---------------------------------------------------------
NET ASSETS--100% $67,748
- ---------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolios of Investments.
<PAGE> 47
Cash Account Trust 7
- --------------------------------------------------------------------------------
NOTES TO PORTFOLIOS OF INVESTMENTS
- --------------------------------------------------------------------------------
Interest rates represent annualized yield to date of maturity, except for
variable rate securities described in Note (a). For each security, cost (for
financial reporting and federal income tax purposes) and carrying value are the
same. Likewise, carrying value approximates principal amount.
(a) Variable rate securities. The rates shown are the current rates at April 30,
1995. The dates shown represent the demand date or the next interest rate change
date. Securities in the Tax-Exempt Portfolio shown without a date are payable
within five business days and are backed by credit support agreements from banks
or insurance institutions.
(b) Illiquid securities. At April 30, 1995, the aggregate value of illiquid
securities was $12,000,000 in the Money Market Portfolio, which represented 3.2%
of net assets.
(c) See Note (3) of the Notes to Financial Statements.
<PAGE> 48
Cash Account Trust 8
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES AND SHAREHOLDERS
CASH ACCOUNT TRUST
We have audited the accompanying statement of assets and liabilities, including
the portfolios of investments, of the Money Market, Government Securities and
Tax-Exempt Portfolios, comprising Cash Account Trust, as of April 30, 1995, and
the related statements of operations for the year then ended and changes in net
assets for each of the two years in the period then ended, and the financial
highlights for each of the fiscal periods since 1991. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of
April 30, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the Portfolios comprising Cash Account Trust at April 30, 1995, the results
of their operations for the year then ended, the changes in their net assets for
each of the two years in the period then ended and the financial highlights for
each of the fiscal periods since 1991, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
May 26, 1995
<PAGE> 49
Cash Account Trust 9
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
April 30, 1995
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONEY GOVERNMENT
MARKET SECURITIES TAX-EXEMPT
ASSETS PORTFOLIO PORTFOLIO PORTFOLIO
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Investments, at amortized cost:
Short-term securities $ 342,369 49,201 65,973
- ------------------------------------------------------------------------------------------------------------------------
Repurchase agreements 35,000 87,600 --
- ------------------------------------------------------------------------------------------------------------------------
Cash 1,223 900 1,639
- ------------------------------------------------------------------------------------------------------------------------
Receivable for:
Interest 1,007 706 354
- ------------------------------------------------------------------------------------------------------------------------
Fund shares sold 36 -- --
- ------------------------------------------------------------------------------------------------------------------------
Total assets 379,635 138,407 67,966
- ------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------
Payable for:
Dividends 486 181 61
- ------------------------------------------------------------------------------------------------------------------------
Fund shares redeemed 175 106 109
- ------------------------------------------------------------------------------------------------------------------------
Management fee 189 -- --
- ------------------------------------------------------------------------------------------------------------------------
Distribution fee 47 67 27
- ------------------------------------------------------------------------------------------------------------------------
Custodian and transfer agent fees and related expenses 111 27 15
- ------------------------------------------------------------------------------------------------------------------------
Other 76 6 6
- ------------------------------------------------------------------------------------------------------------------------
Total liabilities 1,084 387 218
- ------------------------------------------------------------------------------------------------------------------------
Net assets applicable to shares outstanding $ 378,551 138,020 67,748
- ------------------------------------------------------------------------------------------------------------------------
ANALYSIS OF NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------
Excess of amounts received from issuance of shares over amounts paid
on redemptions of shares on account of capital $ 379,377 138,020 67,748
- ------------------------------------------------------------------------------------------------------------------------
Unrealized depreciation of investments (826) -- --
- ------------------------------------------------------------------------------------------------------------------------
Net assets applicable to shares outstanding $ 378,551 138,020 67,748
- ------------------------------------------------------------------------------------------------------------------------
THE PRICING OF SHARES
- ------------------------------------------------------------------------------------------------------------------------
Shares outstanding, no par value (unlimited shares authorized) 378,551 138,020 67,748
- ------------------------------------------------------------------------------------------------------------------------
Net asset value and redemption price per share $1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 50
Cash Account Trust 10
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Year ended April 30, 1995
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONEY GOVERNMENT
MARKET SECURITIES TAX-EXEMPT
PORTFOLIO PORTFOLIO PORTFOLIO
----------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME $ 15,616 4,748 1,830
- ------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
Management fee 621 188 107
- ------------------------------------------------------------------------------------------------------------------------------
Distribution fee 1,694 513 243
- ------------------------------------------------------------------------------------------------------------------------------
Custodian and transfer agent fees and related expenses 522 120 67
- ------------------------------------------------------------------------------------------------------------------------------
Registration costs 65 57 24
- ------------------------------------------------------------------------------------------------------------------------------
Professional fees 29 8 5
- ------------------------------------------------------------------------------------------------------------------------------
Reports to shareholders 34 8 5
- ------------------------------------------------------------------------------------------------------------------------------
Trustees' fees and other 10 2 2
- ------------------------------------------------------------------------------------------------------------------------------
2,975 896 453
- ------------------------------------------------------------------------------------------------------------------------------
Less expenses absorbed by the investment manager (173) (129) (82)
- ------------------------------------------------------------------------------------------------------------------------------
Total expenses absorbed by the Portfolio 2,802 767 371
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income 12,814 3,981 1,459
- ------------------------------------------------------------------------------------------------------------------------------
Net change in balance of unrealized depreciation of investments (826) -- --
- ------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 11,988 3,981 1,459
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS
Years ended April 30, 1995 and 1994
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONEY MARKET GOVERNMENT TAX-EXEMPT
------------------------------------------------------------------------------
PORTFOLIO SECURITIES PORTFOLIO PORTFOLIO
1995 1994 1995 1994 1995 1994
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
OPERATIONS:
Net investment income $ 12,814 1,432 3,981 697 1,459 240
- ------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized depreciation (826) -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from
operations 11,988 1,432 3,981 697 1,459 240
- ------------------------------------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment
income (12,814) (1,432) (3,981) (697) (1,459) (240)
- ------------------------------------------------------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS (DOLLAR AMOUNTS AND
NUMBER OF SHARES ARE THE SAME):
Shares sold 998,198 236,419 406,191 72,911 214,193 41,417
- ------------------------------------------------------------------------------------------------------------------------------
Shares issued in reinvestment of dividends 12,434 1,333 3,814 684 1,404 234
- ------------------------------------------------------------------------------------------------------------------------------
1,010,632 237,752 410,005 73,595 215,597 41,651
Less shares redeemed 788,234 115,866 302,814 71,729 164,840 34,674
- ------------------------------------------------------------------------------------------------------------------------------
Net increase from capital share transactions 222,398 121,886 107,191 1,866 50,757 6,977
- ------------------------------------------------------------------------------------------------------------------------------
Capital contribution from investment manager 826 -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
Total increase in net assets 222,398 121,886 107,191 1,866 50,757 6,977
- ------------------------------------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of year 156,153 34,267 30,829 28,963 16,991 10,014
- ------------------------------------------------------------------------------------------------------------------------------
End of year $ 378,551 156,153 138,020 30,829 67,748 16,991
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 51
Cash Account Trust 11
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE FUND
The Fund currently offers three series of shares (Portfolios)--the Money Market
Portfolio, the Government Securities Portfolio and the Tax-Exempt Portfolio. The
Money Market Portfolio invests primarily in short-term high quality obligations
of major banks and corporations. The Government Securities Portfolio invests
exclusively in obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements thereon. The Tax-Exempt
Portfolio invests in short-term high quality municipal securities.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION
Investments are stated at amortized cost, which approximates market value. In
the event that a deviation of 1/2 of 1% or more exists between a Portfolio's
$1.00 per share net asset value, calculated at amortized cost, and the net asset
value calculated by reference to market-based values, or if there is any other
deviation that the Board of Trustees believes would result in a material
dilution to shareholders or purchasers, the Board of Trustees will promptly
consider what action should be initiated.
INVESTMENT TRANSACTIONS AND INTEREST INCOME
Investment transactions are accounted for on the trade date (date the order to
buy or sell is executed). Interest income is recorded on the accrual basis and
includes amortization of premium and discount on investments.
REPURCHASE AGREEMENTS
Repurchase agreements are fully collateralized by U.S. Treasury and Government
agency securities. All collateral is held through the Fund's custodian bank and
is monitored daily by the Fund so that its market value exceeds the carrying
value of the repurchase agreement.
EXPENSES
Expenses arising in connection with a Portfolio are allocated to that Portfolio.
Other Fund expenses are allocated among the Portfolios in proportion to their
relative net assets.
FUND SHARE VALUATION AND DIVIDENDS TO SHAREHOLDERS
Fund shares are sold and redeemed on a continuous basis at net asset value. On
each day that the New York Stock Exchange is open for trading, each Portfolio
determines its net asset value per share (NAV) by dividing the total value of
the Portfolio's investments and other assets, less liabilities, by the number of
Portfolio shares outstanding. The NAV is determined at 11:00 a.m., 1:00 p.m. and
3:00 p.m. Chicago time for the Money Market and Government Securities Portfolios
and at 11:00 a.m. and 3:00 p.m. Chicago time for the Tax-Exempt Portfolio. Each
Portfolio declares a daily dividend, equal to its net investment income for that
day, payable monthly. Net investment income consists of all interest income plus
(minus) all realized gains (losses) on portfolio securities, minus all expenses
of the Portfolio.
FEDERAL INCOME TAXES
Each Portfolio has complied with the special provisions of the Internal Revenue
Code available to investment companies and therefore no federal income tax
provision is required.
3. TRANSACTIONS WITH AFFILIATES
MANAGEMENT AGREEMENT
The Fund has a management agreement with Kemper Financial Services, Inc. (KFS)
and pays a management fee at an annual rate of .22% of the first $500 million of
average daily net assets declining gradually to .15% of average daily net assets
in excess of $3 billion. During the year ended April 30, 1995, the Fund incurred
management fees of $916,000.
Kemper Asset Holdings, Inc. (KAHI), a subsidiary of Kemper Corporation, the
parent company of Kemper Financial Services, Inc., arranged for the issuance of
a $5,177,000 irrevocable letter of credit from The Bank of New York for the
benefit of the Fund. The letter of credit supports the payment of principal and
interest on the Orange County, California obligation
<PAGE> 52
Cash Account Trust 12
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
held in the Money Market Portfolio. The Fund and KAHI are parties to an
agreement related to the letter of credit which provides, among other things,
that, in connection with a payment of principal or interest under the letter of
credit, the Fund will transfer to KAHI any proceeds received under the Orange
County obligation.
DISTRIBUTION AGREEMENT
The Fund also has an administration, shareholder services and distribution
agreement with Kemper Distributors, Inc. (KDI). Before February 1, 1995, KFS was
the distributor. For its services as primary distributor, the Fund pays KDI an
annual fee of .60% of average daily net assets for the Money Market and
Government Securities Portfolios and .50% of average daily net assets for the
Tax-Exempt Portfolio. For the year ended April 30, 1995, the Fund incurred
distribution fees of $2,450,000. KDI has related service agreements with various
firms to provide cash management and other services for Fund shareholders. Under
these agreements, KDI pays such firms based on the average daily net assets of
those accounts that they maintain and service at an annual rate of .60% for the
Money Market and Government Securities Portfolios, and .50% for the Tax-Exempt
Portfolio. During the year ended April 30, 1995, KDI (and KFS as predecessor to
KDI) paid fees of $2,434,000 to various firms pursuant to the related service
agreements.
CUSTODIAN AND TRANSFER AGENT AGREEMENTS
The Fund has a custodian and a transfer agent agreement with Investors Fiduciary
Trust Company (IFTC), which was 50% owned by KFS until January 31, 1995, when
KFS completed the sale of IFTC to a third party. For the year ended April 30,
1995, the Fund incurred custodian and transfer agent fees of $675,000 (excluding
related expenses). Pursuant to a services agreement with IFTC, Kemper Service
Company (KSvC), an affiliate of KFS, is the shareholder service agent of the
Fund. For the year ended April 30, 1995, IFTC remitted shareholder service fees
of $640,000 to KSvC.
OFFICERS AND TRUSTEES
Certain officers or trustees of the Fund are also officers or directors of KFS.
During the year ended April 30, 1995, the Fund made no payments to its officers
and incurred trustees' fees of $11,000 to independent trustees.
EXPENSE ABSORPTION
KFS has agreed to temporarily absorb certain operating expenses for each
Portfolio to the extent that they exceed the following percentages of average
daily net assets: Money Market Portfolio (1.00%), Government Securities
Portfolio (.90%) and Tax-Exempt Portfolio (.80%). From time to time, KFS may
voluntarily absorb additional operating expenses of each Portfolio. Under these
arrangements, KFS absorbed expenses of $384,000 during the year ended April 30,
1995.
<PAGE> 53
Cash Account Trust 13
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 3, 1990
Year ended April 30, to
MONEY MARKET PORTFOLIO 1995 1994 1993 1992 April 30, 1991
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $1.00 1.00 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .04 .02 .02 .04 .03
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 1.00 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 4.38 2.42 2.65 4.44 2.63
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses after expense absorption .99 .93 .84 .93 1.00
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 4.54 2.48 2.59 4.03 6.24
- -----------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.05 1.20 1.36 1.57 1.58
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 4.48 2.21 2.07 3.39 5.66
- -----------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $378,551 156,153 34,267 27,905 6,105
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
December 3, 1990
Year ended April 30, to
GOVERNMENT SECURITIES PORTFOLIO 1995 1994 1993 1992 April 30, 1991
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $1.00 1.00 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .04 .02 .02 .04 .03
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 1.00 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 4.37 2.49 2.65 4.54 2.47
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses after expense absorption .90 .84 .79 .79 .87
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 4.66 2.47 2.63 4.41 5.95
- -----------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.05 1.22 1.18 1.20 1.44
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 4.51 2.09 2.24 4.00 5.38
- -----------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $138,020 30,829 28,963 34,119 30,080
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 54
Cash Account Trust 14
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 3, 1990
Year ended April 30, to
TAX-EXEMPT PORTFOLIO 1995 1994 1993 1992 April 30, 1991
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .03 .02 .02 .03 .02
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 2.80 1.84 2.13 3.46 1.76
- ------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses after expense absorption .76 .74 .71 .67 .75
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income 3.00 1.82 2.09 3.34 4.30
- ------------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses .93 1.20 1.39 1.38 .97
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income 2.83 1.36 1.41 2.63 4.08
- ------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $67,748 16,991 10,014 7,097 3,904
</TABLE>
- --------------------------------------------------------------------------------
NOTES:
a. The Money Market Portfolio's total return for the year ended April 30, 1995
includes the effect of a capital contribution from the investment manager.
Without the capital contribution, the total return would have been 4.16%.
b. KFS has agreed to temporarily absorb certain operating expenses. The Other
Ratios to Average Net Assets are computed without this expense absorption.
Ratios have been determined on an annualized basis. Total return is not
annualized.
- --------------------------------------------------------------------------------
FEDERAL TAX STATUS OF 1995 DIVIDENDS
All of the dividends from the Money Market and Government Securities Portfolios
are taxable as ordinary income. All of the dividends from the Tax-Exempt
Portfolio constitute tax-exempt interest which is not taxable for federal income
tax purposes; however, a portion of the dividends may be includable in the
alternative minimum tax calculation.
These dividends, whether received in cash or reinvested in shares, must be
included in your federal income tax return and must be reported by the Fund to
the Internal Revenue Service in accordance with U.S. Treasury Department
Regulations.
<PAGE> 55
CASH ACCOUNT TRUST
PART C.
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
(i) Financial statements included in Part A of the Registration
Statement:
Financial Highlights.
(ii) Financial statements included in Part B of the Registration
Statement:
Money Market, Government Securities and Tax-Exempt Portfolios.
Statements of assets and liabilities--April 30, 1995.
Statements of operations for the year ended April 30, 1995.
Statements of changes in net assets for each of the two years
ended April 30, 1995.
Portfolios of investments--April 30, 1995.
Notes to financial statements.
Schedules II, III, IV, V, VI and VII are omitted as the required
information is not present.
Schedule I has been omitted as the required information is presented in
the Portfolios of investments at April 30, 1995.
(b) Exhibits
<TABLE>
<S> <C>
99.b1. Amended and Restated Agreement and Declaration of Trust.
99.b2. By-Laws.
99.b3. Inapplicable.
99.b4. Text of Share Certificate.
99.b5. Investment Management Agreement.
99.b6.(a) Administration, Shareholder Services and Distribution Agreement.
99.b6.(b) Form of Administration Services and Selling Group Agreement.
99.b6.(c) Assignment and Assumption Agreement.
99.b7. Inapplicable.
99.b8. Custody Agreement.
99.b9.(a) Agency Agreement.
99.b9.(b) Supplement to Agency Agreement.
99.b10. Inapplicable.
99.b11. Report and Consent of Independent Auditors.
99.b12. Inapplicable.
99.b13. Inapplicable.
99.b14. Inapplicable.
99.b15. See 99.b6.(a) above.
99.b16. Performance Calculations.
99.b24. Power of Attorney.
99.b485.(b) Representation of Counsel (Rule 485(b)).
27. Financial Data Schedule.
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of July 14, 1995, there were 12,526, 4,893 and 2,050 holders of record
of the Money Market Portfolio, the Government Securities Portfolio and the
Tax-Exempt Portfolio, respectively.
C-1
<PAGE> 56
ITEM 27. INDEMNIFICATION
Article VIII of the Registrant's Agreement and Declaration of Trust
(Exhibit 1 hereto, which is incorporated herein by reference) provides in effect
that the Registrant will indemnify its officers and trustees under certain
circumstances. However, in accordance with Section 17(h) and 17(i) of the
Investment Company Act of 1940 and its own terms, said Article of the Agreement
and Declaration of Trust does not protect any person against any liability to
the Registrant or its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question as to whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 28.(A) BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information pertaining to business and other connections of the
Registrant's investment adviser is hereby incorporated by reference to the
section of the Prospectus captioned "Investment Manager and Services," and to
the section of the Statement of Additional Information captioned "Investment
Manager and Services."
C-2
<PAGE> 57
Kemper Financial Services, Inc., investment adviser of the Registrant, is
investment adviser of the following:
Kemper Mutual Funds:
Kemper Technology Fund
Kemper Total Return Fund
Kemper Growth Fund
Kemper Small Capitalization Equity Fund
Kemper Income and Capital Preservation Fund
Kemper Money Market Fund
Kemper National Tax-Free Income Series
Kemper Diversified Income Fund
Kemper High Yield Fund
Cash Equivalent Fund
Kemper U.S. Government Securities Fund
Kemper International Fund
Kemper Portfolios
Kemper State Tax-Free Income Series
Tax-Exempt California Money Market Fund
Kemper Adjustable Rate U.S. Government Fund
Kemper Blue Chip Fund
Kemper Global Income Fund
Kemper Target Equity Fund
Cash Account Trust
Investors Cash Trust
Tax-Exempt New York Money Market Fund
Kemper Closed-End Funds:
Kemper High Income Trust
Kemper Intermediate Government Trust
Kemper Municipal Income Trust
Kemper Multi-Market Income Trust
Kemper Strategic Municipal Income Trust
The Growth Fund of Spain, Inc.
Kemper Strategic Income Fund
Kemper Financial Services, Inc. also furnishes investment advice to and
manages investment portfolios for other clients including Kemper Investors Fund,
Sterling Funds and Kemper International Bond Fund.
C-3
<PAGE> 58
Item 28(b) Business and Other Connections of Officers
and Directors of Kemper Financial Services Inc.,
the Investment Advisor
BORIS, JAMES R.
Director, Kemper Financial Services, Inc.
Director, INVEST Financial Corporation
Director, INVEST Financial Corporation Holding Company
Executive Vice President, Kemper Corporation
Director, Executive Vice President, Kemper Financial Companies, Inc.
Director, Kemper Investors Life Insurance Company
Director, Kemper Sales Company
Director, Chairman and CEO, Kemper Securities, Inc.
MATHIS, DAVID B.
Director, Kemper Financial Services, Inc.
Director, Federal Kemper Life Assurance Company
Director, Fidelity Life Association
Director, Chairman and Chief Executive Officer, Kemper Corporation
Director, Kemper Financial Companies, Inc.
Director, Kemper Investors Life Insurance Company
Director, Kemper Securities Holdings, Inc.
Director, Kemper Securities, Inc.
Director, IMC Global, Inc.
Trustee, Kemper Mutual Funds
Trustee, Kemper Closed-End Funds
Trustee, Kemper International Bond Fund
TIMBERS, STEPHEN B.
Director, Chairman, Chief Executive Officer and Chief Investment Officer,
Kemper Financial Services, Inc.
Director, Kemper Advisors, Inc.
Director, Vice President, Kemper Asset Holdings, Inc.
Director, Kemper Distributors, Inc.
Director, Chairman, Kemper Asset Management Company
Director, Chairman, Kemper Service Company
Director, Federal Kemper Life Assurance Company
Director, Vice President, FKLA Loire Court, Inc.
Director, Vice President, FKLA Realty Corporation
Director, President, Galaxy Offshore, Inc.
Director, Vice President, FLA First Nationwide, Inc.
Director, Vice President, FLA Plate Building, Inc.
Director, Vice President, FLA Realty Corp.
Trustee and President, Kemper Closed-End Funds
Director, President and Chief Operating Officer, Kemper
Corporation
Director, Chairman, President and Chief Executive Officer, Kemper Financial
Companies, Inc.
Director, President, Kemper International Management, Inc.
Trustee and Vice President, Kemper Investors Fund
Director, Kemper Investors Life Insurance Company
C-4
<PAGE> 59
Trustee and President, Kemper Mutual Funds
Director, Vice President, Kemper Portfolio Corp.
Director, Vice President, Kemper Real Estate, Inc.
Director, Kemper Securities, Inc.
Director, Kemper Securities Holdings, Inc.
Director, Vice President, Kemper/Cymrot Management, Inc.
Director, Vice President, Kemper/Cymrot, Inc.
Director, Vice President, KFC Portfolio Corp.
Director, Vice President, KI Aaron Rents, Inc.
Director, Vice President, KI Arnold Industrial, Inc.
Director, Vice President, KI Canyon Park, Inc.
Director, Vice President, KI Dublin Boulevard, Inc.
Director, Vice President, KI LaFiesta Square, Inc.
Director, Vice President, KI Monterey Research, Inc.
Director, Vice President, KI Olive Street, Inc.
Director, Vice President, KI Sutter Street, Inc.
Director, Vice President, KI Thornton Boulevard, Inc.
Director, Vice President, KILICO Realty Corporation
Director, Vice President, KR 77 Fitness Center, Inc.
Director, Vice President, KR Avondale Redmond, Inc.
Director, Vice President, KR Black Mountain, Inc.
Director, Vice President, KR Brannan Resources, Inc.
Director, Vice President, KR Clay Capital, Inc.
Director, Vice President, KR Cranbury, Inc.
Director, Vice President, KR Delta Wetlands, Inc.
Director, Vice President, KR Gainesville, Inc.
Director, Vice President, KR Hotels, Inc.
Director, Vice President, KR Lafayette Apartments, Inc.
Director, Vice President, KR Lafayette BART, Inc.
Director, Vice President, KR Palm Plaza, Inc.
Director, Vice President, KR Red Hill Associates, Inc.
Director, Vice President, KR Seagate/Gateway North, Inc.
Director, Vice President, KR Venture Way, Inc.
Director, Vice President, KR Walnut Creek, Inc.
Trustee, Vice President, Sterling Funds
Director, The LTV Corporation
Director, Gillett Holdings, Inc.
Director, Investment Analysts Society of Chicago
NEAL, JOHN E.
Director, President and Chief Operating Officer, Kemper Financial Services,
Inc.
Director, President, Kemper Advisors, Inc.
Director, President, Kemper Service Company
Director, Kemper Distributors, Inc.
Director, Kemper Asset Management Company
Director, Supervised Service Company
Director, Ardenwood Financial Corporation
Director, Avondale Redmond, Inc.
Director, Bedford Holding Company
Director, Black Mountain, Inc.
Director, Brannan Resources, Inc.
Director, Butterfield Financial Corporation
Director, Camelot Financial Corporation
C-5
<PAGE> 60
Director, Clay Capital, Inc.
Director, Concord Aviation, Inc.
Director, Coast Broadcasting Company
Director, Crow Canyon, Inc.
Director, Hawaii Kai Development Company
Director, Kacor Gateway, Inc.
Director, Kailua Associates, Inc.
Director, Kacor Trust Deed Company
Director, Community Investment Corporation
Director, Continental Community Development Corporation
Director, President, FKLA Loire Court, Inc.
Director, President, FKLA Realty Corporation
Director, President, FLA First Nationwide, Inc.
Director, President, FLA Plate Building, Inc.
Director, President, FLA Realty Corporation
Director, Kemper/Lumbermens Properties, Inc.
Director, Senior Vice President, Kemper Real Estate Management Company
Director, KRDC, Inc.
Director, Lafayette Apartments
Director, Lafayette Hills, Inc.
Director, Margarita Village Retirement Community
Director, Mesa Homes
Director, Mesa Homes Brokerage Company
Director, Mount Doloroes Corporation
Director, Montgomery Gallery, Inc.
Director, Monterey Research Park, Inc.
Director, One Business Centre
Director, Pacific Homes, Inc.
Director, Palomar Triad, Inc.
Director, Pine/Battery Properties, Inc.
Director, Rancho and Industrial Property Brokerage, Inc.
Director, Rancho California, Inc.
Director, Rancho Regional Shopping Center, Inc.
Director, Red Hill Associates, Inc.
Director, Seagate Associates, Inc.
Director, Seattle Gateway, Inc.
Director, Sutter Street, Inc.
Director, Technology Way, Inc.
Director, Time DC, Inc.
Director, Tourelle, Inc.
Director, Two Corporate Center
Director, Venture Way, Inc.
Director, President, Kemper Portfolio Corporation
Director, President, KFC Portfolio Corporation
Director, President, KILICO Realty Corporation
Director, President, KI Arnold Industrial, Inc.
Director, President, KI Canyon Park, Inc.
Director, President, KI Dublin Boulevard, Inc.
Director, President, KI LaFiesta Square, Inc.
Director, President, KI Lafayette BART, Inc.
Director, President, KI Monterey Research, Inc.
Director, President, KI Olive Street, Inc.
Director, President, KI Thornton Boulevard, Inc.
C-6
<PAGE> 61
Director, President, KI Sutter Street, Inc.
Director, President, KR 77 Fitness Center, Inc.
Director, President, KR Avondale Redmond, Inc.
Director, President, KR Black Mountain, Inc.
Director, President, KR Brannan Resources, Inc.
Director, President, KR Clay Capital, Inc.
Director, President, KR Cranbury, Inc.
Director, President, KR Delta Wetlands, Inc.
Director, President, KR Gainesville, Inc.
Director, President, KR Hotels, Inc.
Director, President, KR Lafayette Apartments, Inc.
Director, President, KR Palm Plaza, Inc.
Director, President, KR Red Hill Associates, Inc.
Director, President, KR Seagate/Gateway North, Inc.
Director, President, KR Venture Way, Inc.
Director, President, KR Walnut Creek, Inc.
Director, K-P Greenway, Inc.
Director, K-P Enterprise Centers, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
Director, KRDC, Inc.
Director, RespiteCare
Director, President, SMS Realty Corp.
Director, Urban Shopping Centers, Inc.
PETERS, JOHN E.
Director, Senior Executive Vice President, Kemper Financial
Services, Inc.
Director, Senior Vice President, Kemper Advisors, Inc.
Director, President, Kemper Distributors, Inc.
Director, President, Kemper Sales Company
Vice President, Kemper Asset Management Company
Vice President, Kemper Closed-End Funds
Vice President, Kemper International Bond Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Mutual Funds
Vice President, Kemper Target Equity Fund
Director, Kemper Service Company
Vice President, Sterling Funds
FITZPATRICK, JOHN H.
Director, Chief Financial Officer, Kemper Financial Services, Inc.
Director, Ardenwood Financial Corporation
Director, Camelot Financial Corporation
Director, Crow Canyon, Inc.
Director, Hawaii Kai Development Company
Director, Kacor Gateway, Inc.
Director, Kacor Trust Deed Company
Director, Senior Vice President and Chief Financial Officer,
Federal Kemper
Life Assurance Company
Senior Vice President, Chief Financial Officer, Fidelity Life Association
Director, Vice President, FKLA Loire Court, Inc.
C-7
<PAGE> 62
Director, Vice President, FLA First Nationwide, Inc.
Director, Vice President, FLA Plate Building, Inc.
Director, Executive Vice President and Chief Financial Officer,
Kemper Corporation
Director, Executive Vice President and Chief Financial
Officer, Kemper Financial Companies, Inc.
Senior Vice President, Kemper Investors Life Insurance Company
Director, Senior Vice President, Kemper Real Estate Management
Company
Director, Vice President, Kemper/Cymrot Management, Inc.
Director, Vice President, Kemper/Cymrot, Inc.
Director, Vice President, Kemper/Lumbermens Properties, Inc.
Director, Senior Vice President, Kemper Real Estate Management Company
Director, KRDC, Inc.
Director, Margarita Retirement Community, Inc.
Director, Mesa Homes
Director, Mesa Homes Brokerage Company
Director, Montgomery Gallery, Inc.
Director, One Corporate Centre, Inc.
Director, Pacific Homes, Inc.
Director, Palomar Triad, Inc.
Director, Pine/Battery Property, Inc.
Director, Rancho and Industrial Property Brokerage, Inc.
Director, Rancho California, Inc.
Director, Rancho Regional Shopping Center, Inc.
Director, Seattle Gateway, Inc.
Director, SMS Realty Corporation
Director, Sutter Street, Inc.
Director, Time DC, Inc.
Director, Two Corporate Center
Director, Vice President, KFC Portfolio Corp.
Director, Vice President, KI Aaron Rents, Inc.
Director, Vice President, KI Arnold Industrial, Inc.
Director, Vice President, KI Canyon Park, Inc.
Director, Vice President, KI Dublin Boulevard, Inc.
Director, Vice President, KI Lafayette BART, Inc.
Director, Vice President, KI LaFiesta Square, Inc.
Director, Vice President, KI Monterey Research, Inc.
Director, Vice President, KI Olive Street, Inc.
Director, Vice President, KI Thornton Boulevard, Inc.
Director, Vice President, KILICO Realty Corporation
Director, Vice President, KR 77 Fitness Center, Inc.
Director, Vice President, KR Avondale Redmond, Inc.
Director, Vice President, KR Black Mountain, Inc.
Director, Vice President, KR Brannan Resources, Inc.
Director, Vice President, KR Clay Capital, Inc.
Director, Vice President, KR Cranbury, Inc.
Director, Vice President, KR Delta Wetlands, Inc.
Director, Vice President, KR Gainesville, Inc.
Director, Vice President, KR Hotels, Inc.
Director, Vice President, KR Lafayette Apartments, Inc.
Director, Vice President, KR Palm Plaza, Inc.
Director, Vice President, KR Red Hill Associates, Inc.
C-8
<PAGE> 63
Director, Vice President, KR Seagate/Gateway North, Inc.
Director, Vice President, KR Venture Way, Inc.
Director, Vice President, KR Walnut Creek, Inc.
BEIMFORD, JR., JOSEPH P.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Galaxy Offshore, Inc.
Vice President, Investors Cash Trust
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Global Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper International Bond Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Money Market Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Municipal Income Trust
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Portfolios
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Kemper U.S. Government Securities Fund
Vice President, Sterling Funds
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund
CHAPMAN II, WILLIAM E.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.
COTNER, C. BETH
Executive Vice President, Kemper Financial Services, Inc.
Trustee, Kemper Financial Services, Inc., Profit Sharing Plan
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Growth Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Small Capitalization Equity Fund
Vice President, Kemper Target Equity Fund
Vice President, Kemper Technology Fund
Vice President, Kemper Total Return Fund
Vice President, Sterling Funds
COXON, JAMES H.
Executive Vice President, Kemper Financial Services, Inc.
Director, Vice President, Galaxy Offshore, Inc.
Executive Vice President, Kemper Asset Management Company
C-9
<PAGE> 64
FERRO, DENNIS H.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper International Fund
Director, Managing Director-Equities, Kemper Investment Management
Company Limited
Vice President, Kemper Investors Fund
Vice President, Kemper Target Equity Fund
Vice President, The Growth Fund of Spain, Inc.
GREENAWALT, JAMES L.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.
Director, Kemper Sales Company
JOHNS, GORDON K.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Global Income Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper International Bond Fund
Vice President, Kemper International Management, Inc.
Managing Director and Joint Secretary, Kemper Investment
Management Company Limited
Vice President, Kemper Multi-Market Income Trust
Director, Thames Heritage Parade Limited
LANGBAUM, GARY A.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Total Return Fund
Vice President, Kemper Investors Fund
SILIGMUELLER, DALE S.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Service Company
Director, Executive Vice President, Supervised Service Company,
Inc.
Director, Kemper Advisors, Inc.
BUKOWSKI, DANIEL J.
Senior Vice President, Kemper Financial Services, Inc.
BUTLER, DAVID H.
Senior Vice President, Kemper Financial Services, Inc.
CERVONE, DAVID M.
Senior Vice President, Kemper Financial Services, Inc.
CESSINE, ROBERT S.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Diversified Income Fund
CHESTER, TRACY McCORMICK
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Blue Chip Fund
C-10
<PAGE> 65
Vice President, Kemper Target Equity Fund
COLLECCHIA, FRANK E.
Senior Vice President, Kemper Financial Services, Inc.
Senior Investment Officer, Federal Kemper Life Assurance
Company
Senior Investment Officer, Fidelity Life Association
Vice President, FKLA Loire Court, Inc.
Vice President, FLA First Nationwide, Inc.
Vice President, FLA Plate Building, Inc.
Vice President, Galaxy Offshore, Inc.
Senior Investment Officer, Kemper Investors Life Insurance
Company
Vice President, KI Aaron Rents, Inc.
Vice President, KI Arnold Industrial, Inc.
Vice President, KI Canyon Park, Inc.
Vice President, KI Dublin Boulevard, Inc.
Vice President, KI Lafayette BART, Inc.
Vice President, KI LaFiesta Square, Inc.
Vice President, KI Monterey Research, Inc.
Vice President, KI Olive Street, Inc.
Vice President, KI Thornton Boulevard, Inc.
Vice President, KR 77 Fitness Center, Inc.
Vice President, KR Avondale Redmond, Inc.
Vice President, KR Black Mountain, Inc.
Vice President, KR Brannan Resources, Inc.
Vice President, KR Clay Capital, Inc.
Vice President, KR Cranbury, Inc.
Vice President, KR Delta Wetlands, Inc.
Vice President, KR Gainesville, Inc.
Vice President, KR Gulf Coast Factory Shops, Inc.
Vice President, KR Halawa Associates, Inc.
Vice President, KR Hotels, Inc.
Vice President, KR Lafayette Apartments, Inc.
Vice President, KR Palm Plaza, Inc.
Vice President, KR Red Hill Associates, Inc.
Vice President, KR Seagate/Gateway North, Inc.
Vice President, KR Venture Way, Inc.
Vice President, KR Walnut Creek, Inc.
COLLORA, PHILIP J.
Senior Vice President and Assistant Secretary, Kemper Financial
Services, Inc.
Vice President and Secretary, Kemper Closed-End Funds
Assistant Secretary, Kemper International Management, Inc.
Vice President and Secretary, Kemper Investors Fund
Vice President and Secretary, Kemper Mutual Funds
Vice President and Secretary, Kemper Target Equity Fund
Vice President and Secretary, Sterling Funds
Vice President and Secretary, Kemper International Bond Fund
DIERENFELDT, DAVID F.
Senior Vice President, Associate General Counsel,
Assistant Secretary and Compliance Officer, Kemper Financial
C-11
<PAGE> 66
Services, Inc.
Secretary, Kemper Advisors, Inc.
Vice President and Secretary, Kemper Distributors, Inc.
Assistant Secretary, Galaxy Offshore, Inc.
Director, Secretary, INVEST Financial Corporation
Secretary, INVEST Financial Corporation Holding Company
Assistant Secretary, Investors Brokerage Services
Insurance Agency, Inc.
Assistant Secretary, Investors Brokerage Services, Inc.
Secretary, Kemper Asset Management Company
Assistant Secretary, Kemper International Management, Inc.
Assistant Secretary, Kemper Investment Management Company
Limited
Vice President and Assistant Secretary, Kemper Investors Fund
Secretary, Kemper Sales Company
Secretary, Kemper Service Company
Secretary, Supervised Service Company, Inc.
DUDASIK, PATRICK H.
Senior Vice President, Kemper Financial Services, Inc.
Treasurer, Kemper Advisors, Inc.
Vice President and Treasurer, Kemper Asset Management Company
Treasurer and Chief Financial Officer, Kemper Distributors, Inc.
Director, Treasurer and Chief Financial Officer, Kemper Sales Company
Treasurer and Chief Financial Officer, Kemper Service Company
Treasurer and Chief Financial Officer, Supervised Service Company,
Inc.
Director and Treasurer, Kemper Investment Management Company
Limited
DUFFY, JEROME L.
Senior Vice President, Kemper Financial Services, Inc.
Treasurer, Kemper Closed-End Funds
Treasurer, Kemper International Bond Fund
Treasurer, Kemper Investors Fund
Treasurer, Kemper Mutual Funds
Treasurer, Kemper Target Equity Fund
Treasurer, Sterling Funds
GLASSMAN, HARVEY
Senior Vice President, Kemper Financial Services, Inc.
GOERS, RICHARD A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund
GUENTHER, HAROLD E.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Galaxy Offshore, Inc.
HUSSEY, KAREN A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Investors Fund
C-12
<PAGE> 67
Vice President, Kemper Small Capitalization Equity Fund
INNES, BRUCE D.
Vice President, Kemper Financial Services, Inc.
Co-President, International Association of Corporate and
Professional Recruiters
KLEIN, GEORGE
Senior Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Asset Management
Company
KORTH, FRANK D.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund
McNAMARA, MICHAEL A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund
MIER, CHRISTOPHER J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Municipal Income Trust
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Sterling Funds
MURRIHY, MAURA J.
Senior Vice President, Kemper Financial Services, Inc.
NATHANSON, IRA
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Corporation
NEEL, JAMES R.
Senior Vice President, Kemper Financial Services, Inc.
Executive Vice President, Kemper Asset Management Company
RACHWALSKI, JR. FRANK J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Investors Cash Trust
Vice President, Kemper Investors Fund
Vice President, Kemper Money Market Fund
Vice President, Kemper Portfolios
Vice President, Sterling Funds
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund
C-13
<PAGE> 68
REGNER, THOMAS M.
Senior Vice President, Kemper Financial Services, Inc.
RESIS, JR., HARRY E.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund
SCHUMACHER, ROBERT T.
Senior Vice President, Kemper Financial Services, Inc.
SLOAN, PAUL F.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Investors Fund
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Portfolios
Vice President, Kemper U.S. Government Securities Fund
Vice President, Kemper Adjustable Rate U.S. Government Fund
BURROW, DALE R.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Strategic Municipal Income Trust
BYRNES, ELIZABETH A.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Intermediate Government Trust
CHIEN, CHRISTINE
First Vice President, Kemper Financial Services, Inc.
DeMAIO, CHRIS C.
First Vice President, Kemper Financial Services, Inc.
Vice President and Chief Accounting Officer, Kemper Service
Company
Vice President and Chief Accounting Officer, Supervised Service
Company, Inc.
DEXTER, STEPHEN P.
First Vice President, Kemper Financial Services, Inc.
DOYLE, DANIEL J.
First Vice President, Kemper Financial Services, Inc.
FENGER, JAMES E.
First Vice President, Kemper Financial Services, Inc.
FISHER, REMY M.
First Vice President, Kemper Financial Services, Inc.
C-14
<PAGE> 69
HALE, DAVID D.
First Vice President, Kemper Financial Services, Inc.
HARRINGTON, MICHAEL E.
First Vice President, Kemper Financial Services, Inc.
HORTON, ROBERT J.
First Vice President, Kemper Financial Services, Inc.
JACOBS, PETER M.
First Vice President, Kemper Financial Services, Inc.
KEELEY, MICHELLE M.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper Portfolios
KIEL, CAROL L.
First Vice President, Kemper Financial Services, Inc.
LAUGHLIN, ANN M.
First Vice President, Kemper Financial Services, Inc.
LENTZ, MAUREEN P.
First Vice President, Kemper Financial Services, Inc.
McCRINDLE-PETRARCA, SUSAN
First Vice President, Kemper Financial Services, Inc.
PAYNE, III, ROBERT D.
First Vice President, Kemper Financial Services, Inc.
PANOZZO, ROBERTA L.
First Vice President, Kemper Financial Services, Inc.
RATEKIN, DIANE E.
First Vice President, Assistant General Counsel and Assistant Secretary,
Kemper Financial Services, Inc.
Assistant Secretary, Kemper Distributors, Inc.
SILVIA, JOHN E.
First Vice President, Kemper Financial Services, Inc.
STUEBE, JOHN W.
First Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
THOUIN-LEERKAMP, EDITH A.
First Vice President, Kemper Financial Services, Inc.
Director-European Equities, Kemper Investment Management Company
Limited
TRUTTER, JONATHAN W.
C-15
<PAGE> 70
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
VINCENT, CHRISTOPHER T.
First Vice President, Kemper Financial Services, Inc.
First Vice President, Kemper Asset Management Company
WILLSON, STEPHEN R.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Strategic Municipal Income Trust
WITTNEBEL, MARK E.
First Vice President, Kemper Financial Services, Inc.
CARNEY, ANNE T.
Vice President, Kemper Financial Services, Inc.
COHEN, JERRI I.
Vice President, Kemper Financial Services, Inc.
GERACI, AUGUST L.
Vice President, Kemper Financial Services, Inc.
GERICKE, KATHLEEN E.
Vice President, Kemper Financial Services, Inc.
GOLAN, JAMES S.
Vice President, Kemper Financial Services, Inc.
HESS, THOMAS L.
Vice President, Kemper Financial Services, Inc.
HUOT, LISA L.
Vice President, Kemper Financial Services, Inc.
KARWOWSKI, KENNETH F.
Vice President, Kemper Financial Services, Inc.
KNAPP, WILLIAM M.
Vice President, Kemper Financial Services, Inc.
KOCH, DEBORAH L.
Vice President, Kemper Financial Services, Inc.
KOVACS, WILLIAM P.
Vice President and Assistant Secretary, Kemper Financial Services, Inc.
KRANZ, KATHY J.
Vice President, Kemper Financial Services, Inc.
KRUEGER, PAMELA D.
C-16
<PAGE> 71
Vice President, Kemper Financial Services, Inc.
LeFEBVRE, THOMAS J.
Vice President, Kemper Financial Services, Inc.
MANGIPUDI, V. RAO
Vice President, Kemper Financial Services, Inc.
McGOVERN, KAREN B.
Vice President, Kemper Financial Services, Inc.
MILLER, MAUREEN A.
Vice President, Kemper Financial Services, Inc.
MINER, EDWARD
Vice President, Kemper Financial Services, Inc.
MITCHELL, KATHERINE H.
Vice President, Kemper Financial Services, Inc.
PANOZZO, ALBERT R.
Vice President, Kemper Financial Services, Inc.
PONTECORE, SUSAN E.
Vice President, Kemper Financial Services, Inc.
QUADRINI, LISA L.
Vice President, Kemper Financial Services, Inc.
RADIS, STEVE A.
Vice President, Kemper Financial Services, Inc.
ROKOSZ, PAUL A.
Vice President, Kemper Financial Services, Inc.
SMITH, ROBERT G.
Vice President, Kemper Financial Services, Inc.
TEPPER, SHARYN A.
Vice President, Kemper Financial Services, Inc.
WERTH, ELIZABETH C.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Distributors, Inc.
Assistant Secretary, Kemper Mutual Funds
Assistant Secretary, Kemper International Bond Fund
Assistant Secretary, Kemper Target Equity Fund
Assistant Secretary, Sterling Funds
WIZER, BARBARA K.
Vice President, Kemper Financial Services, Inc.
ZURAWSKI, CATHERINE N.
Vice President, Kemper Financial Services, Inc.
C-17
<PAGE> 72
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Kemper Distributors, Inc. acts as principal underwriter and distributor
of the Registrant's shares and acts as principal underwriter of the Kemper
Mutual Funds, Kemper Investors Fund, Sterling Funds and Kemper International
Bond Fund.
(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 120 South LaSalle Street, Chicago, Illinois 60603.
<TABLE>
<CAPTION>
POSITIONS AND
OFFICES WITH
NAME POSITIONS AND OFFICES WITH UNDERWRITER REGISTRANT
- ------------------------ ------------------------------------------------- --------------------
<S> <C> <C>
John E. Peters.......... Principal, President Vice President
William E. Chapman, None
II.................... Director, Executive Vice President
James L. Greenawalt..... Director, Executive Vice President None
John E. Neal............ Director None
Stephen B. Timbers...... Director President, Trustee
Patrick H. Dudasik...... Financial Principal, Treasurer and Chief None
Financial Officer
Linda A. Bercher........ Senior Vice President None
Terry Cunningham........ Senior Vice President None
Daniel T. O'Lear........ Senior Vice President None
John H. Robison, Jr. ... Senior Vice President None
Henry J. Schulthesz..... Senior Vice President None
David F. Dierenfeldt.... Vice President, Secretary None
Thomas V. Bruns......... Vice President None
Carlene D. Merold....... Vice President None
Jeff M. Warland......... Vice President None
Elizabeth C. Werth...... Vice President Assistant Secretary
Kathleen A. Gallichio... Assistant Secretary None
Diane E. Ratekin........ Assistant Secretary None
</TABLE>
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Accounts, books and other documents are maintained at the offices of the
Registrant, the offices of Registrant's investment adviser, Kemper Financial
Services, Inc., 120 South LaSalle Street, Chicago, Illinois 60603, at the
offices of the Registrant's principal underwriter, Kemper Distributors, Inc.,
120 South LaSalle Street, Chicago, Illinois 60603 or, in the case of records
concerning custodial functions, at the offices of the custodian, Investors
Fiduciary Trust Company ("IFTC"), 127 West 10th Street, Kansas City, Missouri
64105 or, in the case of records concerning transfer agency functions, at the
offices of IFTC and of the shareholder service agent, Kemper Service Company,
811 Main Street, Kansas City, Missouri 64105.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
C-18
<PAGE> 73
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago and State of Illinois, on the 24th day
of July, 1995.
CASH ACCOUNT TRUST
By: /s/ STEPHEN B. TIMBERS
-----------------------------------
Stephen B. Timbers, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on July 24, 1995 on behalf of the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ STEPHEN B. TIMBERS President
- --------------------------------------------- (Principal Executive Officer)
Stephen B. Timbers and Trustee
/s/ DAVID W. BELIN* Trustee
- ---------------------------------------------
/s/ LEWIS A. BURNHAM* Trustee
- ---------------------------------------------
/s/ DONALD L. DUNAWAY* Trustee
- ---------------------------------------------
/s/ ROBERT B. HOFFMAN* Trustee
- ---------------------------------------------
/s/ DONALD R. JONES* Trustee
- ---------------------------------------------
/s/ DAVID B. MATHIS* Trustee
- ---------------------------------------------
/s/ SHIRLEY D. PETERSON* Trustee
- ---------------------------------------------
/s/ WILLIAM P. SOMMERS* Trustee
- ---------------------------------------------
/s/ JEROME L. DUFFY Treasurer
- --------------------------------------------- (Principal Financial and Accounting Officer)
Jerome L. Duffy
</TABLE>
- ---------------
* Philip J. Collora signs this document pursuant to powers of attorney filed
herewith.
/s/ PHILIP J. COLLORA
------------------------------------
Philip J. Collora
C-19
<PAGE> 74
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits
<S> <C>
99.b1. Amended and Restated Agreement and Declaration of Trust.
99.b2. By-Laws.
99.b3. Inapplicable.
99.b4. Text of Share Certificate.
99.b5. Investment Management Agreement.
99.b6.(a) Administration, Shareholder Services and Distribution Agreement.
99.b6.(b) Form of Administration Services and Selling Group Agreement.
99.b6.(c) Assignment and Assumption Agreement.
99.b7. Inapplicable.
99.b8. Custody Agreement.
99.b9.(a) Agency Agreement.
99.b9.(b) Supplement to Agency Agreement.
99.b10. Inapplicable.
99.b11. Report and Consent of Independent Auditors.
99.b12. Inapplicable.
99.b13. Inapplicable.
99.b14. Inapplicable.
99.b15. See 99.b6.(a) above.
99.b16. Performance Calculations.
99.b24. Power of Attorney.
99.b485.(b) Representation of Counsel (Rule 485(b)).
27. Financial Data Schedule.
</TABLE>
<PAGE> 1
EXHIBIT 99.B1.
CASH ACCOUNT TRUST
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
----------------------------------
WHEREAS, Article IX, Section 4 of the Amended and Restated
Agreement and Declaration of Trust of Cash Account Trust dated
November 13, 1989 provides that the Agreement and Declaration of
Trust may be amended at any time by an instrument in writing
signed by a majority of the then Trustees when authorized so to
do by vote of Shareholders holding a majority of the Shares
entitled to vote; and
WHEREAS, the holders of a majority of the Shares entitled to
vote have authorized this Amendment and Restatement of said
Agreement and Declaration of Trust;
NOW, THEREFORE, said Agreement and Declaration of Trust is
amended and restated to read in its entirety as follows:
WITNESSETH
WHEREAS, this Trust has been formed for the purposes of
carrying on the business of a management investment company; and
WHEREAS, in furtherance of such purposes, the Trustees have
acquired and may hereafter acquire assets and properties, to hold
and manage as trustees of a Massachusetts voluntary association
with transferable shares in accordance with the provisions
hereinafter set forth;
NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities and other assets and properties which
they may from time to time acquire in any manner as Trustees
hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the pro rata benefit of the
holders from time to time of shares in this Trust as hereinafter
set forth.
<PAGE> 2
ARTICLE I
---------
Name and Definitions
--------------------
Name and Registered Agent
-------------------------
Section 1. This Trust shall be known as Cash Account Trust
and the Trustees shall conduct the business of the Trust under
that name or any other name as they may from time to time
determine. The registered agent for the Trust in Massachusetts
shall be CT Corporation System whose address is 2 Oliver Street,
Boston, Massachusetts or such other person as the Trustees may
from time to time designate.
Definitions
-----------
Section 2. Whenever used herein, unless otherwise required
by the context or specifically provided:
(a) The "Trust" refers to the Massachusetts voluntary
association established by this Agreement and Declaration of
Trust, as amended from time to time, pursuant to Massachusetts
General Laws, Chapter 182;
(b) "Trustees" refers to the Trustees of the Trust named
herein or elected in accordance with Article IV and then in
office;
(c) "Shares" mean the equal proportionate transferable
units of interest into which the beneficial interest in the Trust
shall be divided from time to time or, if more than one series or
class of shares is authorized under or pursuant to Article III,
the equal proportionate transferable units of interest into which
each such series or class shall be divided from time to time;
(d) "Shareholder" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of
1940 (and any successor statute) and the Rules and Regulations
thereunder, all as amended from time to time;
(f) The terms "Affiliated Person", "Assignment",
"Commission", "Interested Person", "Principal Underwriter" and
"vote of a majority of the outstanding voting securities" shall
have the meanings given them in the 1940 Act;
(g) "Declaration of Trust" shall mean this Agreement and
Declaration of Trust as amended or restated from time to time;
2
<PAGE> 3
(h) "By-Laws" shall mean the By-Laws of the Trust as
amended from time to time;
(i) "Net asset value" shall have the meaning set forth in
Section 6 of Article VI hereof;
(j) The terms "series" or "series of Shares" refers to the
one or more separate investment portfolios of the Trust
authorized under or pursuant to Article III into which the assets
and liabilities of the Trust may be divided and the Shares of the
Trust representing the beneficial interest of Shareholders in
such respective portfolios; and
(k) The terms "class" or "class of Shares" refers to the
division of Shares representing any series into two or more
classes authorized under or pursuant to Article III.
ARTICLE II
----------
Nature and Purpose
------------------
The Trust is a voluntary association (commonly known as a
business trust) of the type referred to in Chapter 182 of the
General Laws of the Commonwealth of Massachusetts. The Trust is
not intended to be, shall not be deemed to be, and shall not be
treated as, a general or a limited partnership, joint venture,
corporation or joint stock company, nor shall the Trustees or
Shareholders or any of them for any purpose be deemed to be, or
be treated in any way whatsoever as though they were, liable or
responsible hereunder as partners or joint venturers. The
purpose of the Trust is to engage in, operate and carry on the
business of an open-end management investment company and to do
any and all acts or things as are necessary, convenient,
appropriate, incidental or customary in connection therewith.
3
<PAGE> 4
ARTICLE III
-----------
Shares
------
Division of Beneficial Interest
-------------------------------
Section 1. The Shares of the Trust shall be issued in one
or more series as the Trustees may, without Shareholder approval,
authorize from time to time. Each series shall be preferred over
all other series in respect of the assets allocated to that
series as hereinafter provided. The beneficial interest in each
series shall at all times be divided into Shares (without par
value) of such series, each of which shall, except as provided in
the following sentence, represent an equal proportionate interest
in such series with each other Share of the same series, none
having priority or preference over another Share of the same
series. The Trustees may, without Shareholder approval, divide
the Shares of any series into two or more classes, Shares of each
such class having such preferences and special or relative rights
or privileges (including conversion rights, if any) as the
Trustees may determine. The number of Shares authorized shall be
unlimited, and the Shares so authorized may be represented in
part by fractional Shares. The Trustees may from time to time
divide or combine the shares of any series or class into a
greater or lesser number without thereby changing the
proportionate beneficial interests in the series or class.
Without limiting the authority of the Trustees set forth in this
Section 1 to establish and designate any further series or class,
the Trustees hereby establish and designate three series of
Shares to be known, respectively, as: the "Money Market
Portfolio," the "Government Securities Portfolio" and the "Tax-
Exempt Portfolio." The establishment and designation of any
series or class of Shares in addition to the foregoing shall be
effective upon the execution by a majority of the then Trustees
of an instrument setting forth such establishment and designation
and the relative rights and preferences of such series or class.
As provided in Article IX, Section 1 hereof, any series or class
of Shares (whether or not there shall then be Shares outstanding
of said series or class) may be terminated by the Trustees by
written notice to the Shareholders of such series or class or by
the vote of the Shareholders of such series or class entitled to
vote more than fifty percent (50%) of the votes entitled to be
cast on the matter. In the event of any such termination, a
majority of the then Trustees shall execute an instrument setting
forth the termination of such series or class.
4
<PAGE> 5
Ownership of Shares
-------------------
Section 2. The ownership and transfer of Shares shall be
recorded on the books of the Trust or its transfer or similar
agent. No certificates certifying the ownership of Shares shall
be issued except as the Trustees may otherwise determine from
time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the transfer
of Shares and similar matters. The record books of the Trust as
kept by the Trust or any transfer or similar agent of the Trust,
as the case may be, shall be conclusive as to who are the
Shareholders of each series or class and as to the number of
Shares of each series or class held from time to time by each
Shareholder.
Investment in the Trust; Assets of a Series
-------------------------------------------
Section 3. The Trustees may issue Shares of the Trust to
such persons and on such terms and, subject to any requirements
of law, for such consideration, which may consist of cash or
tangible or intangible property or a combination thereof, as they
may from time to time authorize.
All consideration received by the Trust for the issue or
sale of Shares of a particular series, together with all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall, irrevocably belong to
such series of Shares for all purposes, subject only to the
rights of creditors, and shall be so handled upon the books of
account of the Trust and are herein referred to as "assets of"
such series. Any allocation of the assets of a series among any
classes of Shares of such series shall be made in a manner
consistent with the preferences and special or relative rights or
privileges of such classes.
Right to Refuse Orders
----------------------
Section 4. The Trust by action of its Trustees shall have
the right to refuse to accept any subscription for its Shares at
any time without any cause or reason therefore whatsoever.
Without limiting the foregoing, the Trust shall have the right
not to accept subscriptions under circumstances or in amounts as
the Trustees in their sole discretion consider to be
disadvantageous to existing Shareholders and the Trust may from
time to time set minimum and/or maximum amounts which may be
invested in Shares by a subscriber.
5
<PAGE> 6
Order in Proper Form
--------------------
Section 5. The criteria for determining what constitutes an
order in proper form and the time of receipt of such an order by
the Trust shall be prescribed by resolution of the Trustees.
When Shares Become Outstanding
------------------------------
Section 6. Shares subscribed for and for which an order in
proper form has been received shall be deemed to be outstanding
as of the time of acceptance of the order therefor and the
determination of the net price thereof, which price shall be then
deemed to be an asset of the Trust.
Merger or Consolidation
-----------------------
Section 7. In connection with the acquisition of all or
substantially all the assets or stock of another investment
company, investment trust, or of a company classified as a
personal holding company under Federal Income Tax laws, the
Trustees may issue or cause to be issued Shares of a series or
class and accept in payment therefor, in lieu of cash, such
assets at their market value, or such stock at the market value
of the assets held by such investment company or investment
trust, either with or without adjustment for contingent costs or
liabilities.
No Preemptive Rights, Etc.
--------------------------
Section 8. Shareholders shall have no preemptive or other
right to receive, purchase or subscribe for any additional Shares
or other securities issued by the Trust. The Shareholders shall
have no appraisal rights with respect to their Shares and, except
as otherwise determined by the Trustees in their sole discretion,
shall have no exchange or conversion rights with respect to their
Shares.
Status of Shares and Limitation of Personal Liability
-----------------------------------------------------
Section 9. Shares shall be deemed to be personal property
giving only the rights provided in this instrument. Every
Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms of the
Declaration of Trust and to have become a party thereto. The
death of a Shareholder during the continuance of the Trust shall
not operate to terminate the same nor entitle the representative
of any deceased Shareholder to an accounting or to take any
6
<PAGE> 7
action in court or elsewhere against the Trust or the Trustees,
but only to the rights of said decedent under this Trust.
Ownership of Shares shall not entitle the Shareholder to any
title in or to the whole or any part of the Trust property or
right to call for a partition or division of the same or for an
accounting, nor shall the ownership of Shares constitute the
Shareholders partners. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust shall have any power
to bind personally any Shareholder, nor except as specifically
provided herein to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay.
Shareholder Inspection Rights
-----------------------------
Section 10. Any Shareholder or his agent may inspect and
copy during normal business hours any of the following documents
of the Trust: By-Laws, minutes of the proceedings of the
Shareholders and annual financial statements of the Trust,
including a balance sheet and financial statements of operations.
The foregoing rights of inspection of Shareholders of the Trust
are the exclusive and sole rights of the Shareholders with
respect thereto and no Shareholder of the Trust shall have, as a
Shareholder, the right to inspect or copy any of the books,
records or other documents of the Trust except as specifically
provided in this Section 10 of this Article III or except as
otherwise determined by the Trustees.
ARTICLE IV
----------
The Trustees
------------
Number, Designation, Election, Term, Etc.
-----------------------------------------
Section 1.
(a) Initial Trustee. Philip J. Collora, the initial
Trustee, elected other Trustees pursuant to subsection (c) of
this Section 1 and then resigned.
(b) Number. The Trustees serving as such, whether named
above or hereafter becoming Trustees, may increase or decrease
the number of Trustees to a number other than the number
theretofore determined which number shall not be less than three
nor more than fifteen except during the period that the initial
Trustee named above is sole Trustee. No decrease in the number
of Trustees shall have the effect of removing any Trustee from
7
<PAGE> 8
office prior to the expiration of his term, but the number of
Trustees may be decreased in conjunction with the removal of a
Trustee pursuant to subsection (e) of this Section 1.
(c) Term and Election. Each Trustee, whether named above
or hereafter becoming a Trustee, shall serve as a Trustee until
the next meeting of Shareholders, if any, called for the purpose
of considering the election or re-election of such Trustee or of
a successor to such Trustee, and until the election and
qualification of his successor, if any, elected at such meeting,
or until such Trustee sooner dies, resigns, retires or is
removed. Upon the election and qualification of a new Trustee,
the Trust estate shall vest in the new Trustee (together with the
continuing or other new Trustees) without any further act or
conveyance. Prior to any sale of Shares pursuant to any public
offering, the initial Trustee named above shall have the right to
appoint other persons as Trustees each to serve as Trustees as
aforesaid until the first meeting of Shareholders called for the
purpose of the election or re-election of such Trustee or of a
successor to such Trustee.
(d) Resignation and Retirement. Any Trustee may resign his
trust or retire as a Trustee, by written instrument signed by him
and delivered to the other Trustees or to the Chairman of the
Board, if any, the President or the Secretary of the Trust, and
such resignation or retirement shall take effect upon such
delivery or upon such later date as is specified in such
instrument.
(e) Removal. Any Trustee may be removed for cause at any
time by written instrument, signed by at least a majority of the
number of Trustees prior to such removal, specifying the date
upon which such removal shall become effective. Any Trustee may
be removed with or without cause (i) by the vote of the
Shareholders entitled to vote more than fifty percent (50%) of
the votes entitled to be cast on the matter voting together
without regard to series or class at any meeting called for such
purpose, or (ii) by a written consent filed with the custodian of
the Trust's portfolio securities and executed by the Shareholders
entitled to vote more than fifty percent (50%) of the votes
entitled to be cast on the matter voting together without regard
to series or class.
Whenever ten or more Shareholders of record who have been
such for at least six months preceding the date of application,
and who hold in the aggregate Shares constituting at least one
percent of the outstanding Shares of the Trust, shall apply to
the Trustees in writing, stating that they wish to communicate
with other Shareholders with a view to obtaining signatures to a
request for a meeting to consider removal of a Trustee and
accompanied by a form of communication and request that they wish
to transmit, the Trustees shall within five business days after
8
<PAGE> 9
receipt of such application inform such applicants as to the
approximate cost of mailing to the Shareholders of record the
proposed communication and form of request. Upon the written
request of such applicants, accompanied by a tender of the
material to be mailed and of the reasonable expenses of mailing,
the Trustees shall, within reasonable promptness, mail such
material to all Shareholders of record at their addresses as
recorded on the books of the Trust. Notwithstanding the
foregoing, the Trustees may refuse to mail such material on the
basis and in accordance with the procedures set forth in the last
two paragraphs of Section 16(c) of the 1940 Act.
(f) Vacancies. Any vacancy or anticipated vacancy
resulting from any reason, including without limitation the
death, resignation, retirement, removal or incapacity of any of
the Trustees, or resulting from an increase in the number of
Trustees by the other Trustees may (but so long as there are at
least three remaining Trustees, need not unless required by the
1940 Act) be filled either by a majority of the remaining
Trustees, even if less than a quorum, through the appointment in
writing of such other person as such remaining Trustees in their
discretion shall determine or, whenever deemed appropriate by the
remaining Trustees, by the election by the Shareholders, at a
meeting called for such purpose, of a person to fill such
vacancy. Upon the appointment or election and qualification of a
new Trustee as aforesaid, the Trust estate shall vest in the new
Trustee, together with the continuing Trustees, without any
further act or conveyance, except that any such appointment or
election in anticipation of a vacancy to occur by reason of
retirement, resignation, or increase in number of Trustees to be
effective at a later date shall become effective only at or after
the effective date of said retirement, resignation, or increase
in number of Trustees.
(g) Mandatory Election by Shareholders. Notwithstanding
the foregoing provisions of this Section 1, the Trustees shall
call a meeting of the Shareholders for the election of one or
more Trustees at such time or times as may be required in order
that the provisions of the 1940 Act may be complied with, and the
authority hereinabove provided for the Trustees to appoint any
successor Trustee or Trustees shall be restricted if such
appointment would result in failure of the Trust to comply with
any provision of the 1940 Act.
(h) Effect of Death, Resignation, Etc. The death,
resignation, retirement, removal or incapacity of the Trustees,
or any one of them, shall not operate to annul or terminate the
Trust or to revoke or terminate any existing agency or contract
created or entered into pursuant to the terms of this Declaration
of Trust.
9
<PAGE> 10
(i) No Accounting. Except under circumstances which would
justify his removal for cause, no person ceasing to be a Trustee
as a result of his death, resignation, retirement, removal or
incapacity (nor the estate of any such person) shall be required
to make an accounting to the Shareholders or remaining Trustees
upon such cessation.
Powers
------
Section 2. The Trustees, subject only to the specific
limitations contained in this Declaration of Trust or otherwise
imposed by the 1940 Act or other applicable law, shall have,
without further or other authorization and free from any power or
control of the Shareholders, full, absolute and exclusive power,
control and authority over the Trust assets and the business and
affairs of the Trust to the same extent as if the Trustees were
the sole and absolute owners thereof in their own right and to do
all such acts and things as in their sole judgment and discretion
are necessary and incidental to, or desirable for the carrying
out of any of the purposes of the Trust or conducting the
business of the Trust. Any determination made in good faith by
the Trustees of the purposes of the Trust or the existence of any
power or authority hereunder shall be conclusive. In construing
the provisions of this Declaration of Trust, there shall be a
presumption in favor of the grant of power and authority to the
Trustees. Without limiting the foregoing, the Trustees may adopt
By-Laws not inconsistent with this Declaration of Trust
containing provisions relating to the business of the Trust, the
conduct of its affairs, its rights or powers and the rights or
powers of its Shareholders, Trustees, officers, employees and
other agents and may amend and repeal them to the extent that
such By-Laws do not reserve that right to the Shareholders; fill
vacancies in their number, including vacancies resulting from
increases in their number, unless a vote of the Trust's
Shareholders is required to fill such vacancies pursuant to the
1940 Act; elect and remove such officers and appoint and
terminate such agents as they consider appropriate; appoint from
their own number, and terminate, any one or more committees
consisting of two or more Trustees, including an executive
committee which may, when the Trustees are not in session,
exercise some or all of the powers and authority of the Trustees
as the Trustees may determine; appoint an advisory board, the
members of which shall not be Trustees and need not be
Shareholders; employ one or more investment advisers or managers
as provided in Section 6 of this Article IV; employ one or more
custodians of the assets of the Trust and authorize such
custodians to employ subcustodians and to deposit all or any part
of such assets in a system or systems for the central handling of
securities; retain a transfer agent or a Shareholder services
agent, or both; provide for the distribution of Shares by the
Trust, through one or more principal underwriters or otherwise;
10
<PAGE> 11
set record dates for the determination of Shareholders with
respect to various matters; and in general delegate such
authority as they consider desirable to any officer of the Trust,
to any committee of the Trustees and to any agent or employee of
the Trust or to any such custodian or underwriter.
In furtherance of and not in limitation of the foregoing,
the Trustees shall have power and authority:
(a) To invest and reinvest in, to buy or otherwise acquire,
to hold, for investment or otherwise, to sell or otherwise
dispose of, to lend or to pledge, to trade in or deal in
securities or interests of all kinds, however evidenced, or
obligations of all kinds, however evidenced, or rights, warrants,
or contracts to acquire such securities, interests, or
obligations, of any private or public company, corporation,
association, general or limited partnership, trust or other
enterprise or organization, foreign or domestic, or issued or
guaranteed by any national or state government, foreign or
domestic, or their agencies, instrumentalities or subdivisions
(including but not limited to, bonds, debentures, bills, time
notes and all other evidences of indebtedness); negotiable or
non-negotiable instruments; any and all futures contracts;
government securities and money market instruments (including but
not limited to, bank certificates of deposit, finance paper,
commercial paper, bankers acceptances, and all kinds of
repurchase agreements);
(b) To invest and reinvest in, to buy or otherwise acquire,
to hold, for investment or otherwise, to sell or otherwise
dispose of foreign currencies, and funds and exchanges, and make
deposits in banks, savings banks, trust companies, and savings
and loan associations, foreign or domestic;
(c) To acquire (by purchase, lease or otherwise) and to
hold, use, maintain, develop, and dispose of (by sale or
otherwise) any property, real or personal, and any interest
therein;
(d) To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of the Trust;
(e) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver proxies or powers of attorney to such
person or persons as the Trustees shall deem proper, granting to
such person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(f) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities;
11
<PAGE> 12
(g) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or other
negotiable form, or in the name of the Trustees or of the Trust
or in the name of a custodian, subcustodian or other depositary
or a nominee or nominees or otherwise;
(h) Subject to the provisions of Article III, to allocate
assets, liabilities, income and expenses of the Trust to a
particular series of Shares or to apportion the same among two or
more series, provided that any liabilities or expenses incurred
by a particular series shall be payable solely out of the assets
of that series; and to the extent necessary or appropriate to
give effect to the preferences and special or relative rights or
privileges of any classes of Shares, to allocate assets,
liabilities, income and expenses of a series to a particular
class of Shares of that series or to apportion the same among two
or more classes of Shares of that series;
(i) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer, any security or property of which is or was held in the
Trust; to consent to any contract, lease, mortgage, purchase or
sale of property by such corporation or issuer, and to pay calls
or subscriptions with respect to any security held in the Trust;
(j) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security
to, any such committee, depositary or trustee, and to delegate to
them such power and authority with relation to any security
(whether or not so deposited or transferred) as the Trustees
shall deem proper, and to agree to pay, and to pay, such portion
of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(k) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy,
including but not limited to claims for taxes;
(l) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(m) To borrow funds;
(n) To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of guaranty or
suretyship, or otherwise assume liability for payment thereof;
and to mortgage and pledge the Trust property or any part thereof
to secure any of or all such obligations;
(o) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or appropriate for the
12
<PAGE> 13
conduct of the business, including, without limitation, insurance
policies insuring the assets of the Trust and payment of
distribution and principal on its portfolio investments, and
insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers or managers, principal
underwriters, or independent contractors of the Trust
individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such
office or position, or by reason of any action alleged to have
been taken or omitted by any such person as Shareholder, Trustee,
officer, employee, agent, investment adviser or manager,
principal underwriter, or independent contractor, including any
action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to
indemnify such person against such liability; and
(p) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry
out pension, profit-sharing, share bonus, share purchase,
savings, thrift and other retirement, incentive and benefit
plans, trusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust.
The Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by
trustees of common law trusts. Except as otherwise provided
herein or from time to time in the By-Laws, any action to be
taken by the Trustees may be taken by a majority of the Trustees
present at a meeting of Trustees (if a quorum by present), within
or without Massachusetts, including any meeting held by means of
a conference telephone or other communications equipment by means
of which all persons participating in the meeting can communicate
with each other simultaneously and participation by such means
shall constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office.
Payment of Expenses, Allocation of Liabilities
----------------------------------------------
Section 3. The Trustees are authorized to pay or to cause
to be paid out of the principal or income of the Trust, or partly
out of principal and partly out of income, as they deem fair, all
expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the Trust, or in connection with the
management thereof, including, but not limited to, the Trustees'
compensation and such expenses and charges for the services of
the Trust's officers, employees, investment adviser or manager,
principal underwriter, auditor, counsel, custodian, transfer
agent, shareholder servicing agent, and such other agents or
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<PAGE> 14
independent contractors and such other expenses and charges as
the Trustees may deem necessary or proper to incur.
The assets of a particular series of Shares shall be charged
with the liabilities (including, in the discretion of the
Trustees or their delegate, accrued expenses and reserves)
incurred in respect of such series (but not with liabilities
incurred in respect of any other series) and such series shall
also be charged with its share of any other liabilities. Any
allocation of the liabilities of a series among classes of Shares
of that series shall be done in a manner consistent with the
preferences and special or relative rights or privileges of such
classes. The determination of the Trustees shall be final and
conclusive as to the amount of liabilities to be charged to one
or more particular series or class. The Trustees may delegate
from time to time the power to make such allocation to one or
more Trustees or to an agent of the Trust appointed for such
purpose. The liabilities with which a series is so charged are
herein referred to as the "liabilities of" such series.
Section 4. The Trustees shall have the power, as frequently
as they may determine, to cause each Shareholder to pay directly,
in advance or arrears, for charges for the Trust's custodian or
transfer or shareholder service or similar agent, an amount fixed
from time to time by the Trustees, by setting off such charges
due from such Shareholder from declared but unpaid dividends owed
such Shareholder and/or by reducing the number of Shares in the
account of such Shareholder by that number of full and/or
fractional shares which represents the outstanding amount of such
charges due from such Shareholder.
Ownership of Assets of the Trust
--------------------------------
Section 5. Title to all of the assets of each series of the
Trust and of the Trust shall at all times be considered as vested
in the Trustees.
Advisory, Management and Distribution
-------------------------------------
Section 6. Subject to a favorable vote of a majority of the
outstanding voting securities of a series of the Trust, the
Trustees may on behalf of such series, at any time and from time
to time, contract for exclusive or nonexclusive advisory and/or
management services for such series with a corporation, trust,
association or other organization, every such contract to comply
with such requirements and restrictions as may be set forth in
the By-Laws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and
restrictions as the Trustees may determine, including, without
limitation, authority to determine from time to time what
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<PAGE> 15
investments shall be purchased, held, sold or exchanged and what
portion, if any, of the assets of such series shall be held
uninvested and to make changes in such series' investments. The
Trustees may also, at any time and from time to time, contract
with a corporation, trust, association or other organization,
appointing it exclusive or nonexclusive distributor or principal
underwriter for the Shares, every such contract to comply with
such requirements and restrictions as may be set forth in the By-
Laws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and
restrictions as the Trustees may determine.
The fact that:
(a) any of the Shareholders, Trustees or officers of
the Trust is a shareholder, director, officer, partner,
trustee, employee, manager, advisor, principal underwriter,
or distributor or agent of or for any corporation, trust,
association, or other organization, or of or for any parent
or affiliate of any organization, with which an advisory or
management or principal underwriter's or distributor's
contract, or transfer, shareholder services or other agency
contract may have been or may hereafter be made, or that any
such organization, or any parent or affiliate thereof, is a
Shareholder or has an interest in the Trust, or that
(b) any corporation, trust, association or other
organization with which an advisory or management or
principal underwriter's or distributor's contract, or
transfer, shareholder services or other agency contract may
have been or may hereafter be made also has an advisory or
management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder services or
other agency contract with one or more other corporations,
trusts, associations, or other organizations, or has other
businesses or interests shall not affect the validity of any
such contract or disqualify any Shareholder, Trustee or
officer of the Trust from voting upon or executing the same
or create any liability or accountability to the Trust or
its Shareholders.
ARTICLE V
---------
Shareholders' Voting Powers and Meetings
----------------------------------------
Voting Powers
-------------
Section 1. Subject to the voting provisions of one or more
classes of Shares, the Shareholders shall have power to vote
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<PAGE> 16
only: (a) for the election or removal of Trustees as provided in
Article IV, Section 1; (b) with respect to any investment advisor
or manager as provided in Article IV, Section 6; (c) with respect
to any termination or reorganization of the Trust or any series
or class thereof to the extent and as provided in Article IX,
Section 1; (d) with respect to any amendment of this Declaration
of Trust to the extent and as provided in Article IX, Section 4;
and (e) with respect to such additional matters relating to the
Trust as may be required by law, the 1940 Act, this Declaration
of Trust, the By-Laws or any registration of the Trust with the
Securities and Exchange Commission (or any successor agency) or
any state, or as the Trustees may consider necessary or desir-
able.
Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote. Notwith-
standing any other provision of the Declaration of Trust, on any
matter submitted to a vote of Shareholders all Shares of the
Trust then entitled to vote shall, except to the extent otherwise
required or permitted by the preferences and special or relative
rights or privileges of any classes of Shares, be voted by
individual series and not in the aggregate or by class, except
(a) when required by the 1940 Act, Shares shall be voted in the
aggregate and not by individual series; and (b) when the Trustees
have determined that the matter affects only the interests of one
or more series or classes, then only Shareholders of such series
or class shall be entitled to vote thereon. There shall be no
cumulative voting in the election of Trustees. Shares may be
voted in person or by proxy.
A proxy with respect to Shares held in the name of two or
more persons shall be valid if executed by any one of them unless
at or prior to the exercise of the proxy the Trust receives a
specific written notice to the contrary from any one of them. A
proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the
challenger.
Until Shares of any series or class are issued, the Trustees
may exercise all rights of Shareholders and may take any action
required by law, this Declaration of Trust or the By-Laws to be
taken by Shareholders of such series or class.
Shareholder Meetings
--------------------
Section 2. Meetings of Shareholders (including meetings
involving only one or more but less than all series or classes)
may be called and held from time to time for the purpose of
taking action upon any matter requiring the vote or authority of
16
<PAGE> 17
the Shareholders as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Such
meetings shall be held at the principal office of the Trust as
set forth in the By-Laws of the Trust or at any such other place
within the United States as may be designated in the call
thereof, which call shall be made by the Trustees or the
President of the Trust. Meetings of Shareholders may be called
by the Trustees or such other person or persons as may be
specified in the By-Laws upon written application by Shareholders
holding at least twenty-five percent (25%) (or ten percent (10%)
if the purpose of the meeting is to determine if a Trustee is to
be removed from office) of the Shares then outstanding of all
series and classes entitled to vote at such meeting requesting a
meeting be called for a purpose requiring action by the Share-
holders as provided herein or in the By-Laws which purpose shall
be specified in any such written application.
Shareholders shall be entitled to at least seven days'
written notice of any meeting of the Shareholders.
Quorum and Required Vote
------------------------
Section 3. The presence at a meeting of Shareholders in
person or by proxy of Shareholders entitled to vote at least
thirty percent (30%) of all votes entitled to be cast at the
meeting of each series or class entitled to vote as a series or
class shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or
of this Declaration of Trust permits or requires that the holders
of Shares shall vote in the aggregate and not as a series or
class, then the presence in person or by proxy of Shareholders
entitled to vote at least thirty percent (30%) of all votes
entitled to be cast at the meeting (without regard to series or
class) shall constitute a quorum. Any lesser number, however,
shall be sufficient for adjournments. Any adjourned session or
sessions may be held within a reasonable time after the date set
for the original meeting without the necessity of further notice.
Except when a larger vote is required by any provisions of
the 1940 Act, this Declaration of Trust or the By-Laws, a
majority of the Shares of each series or class voted on the
matter shall decide that matter insofar as that series or class
is concerned, provided that where any provision of law, this
Declaration of Trust or the By-Laws permits or requires that the
holders of Shares vote in the aggregate and not as a series or
class, then a majority of the Shares voted on any matter (without
regard to series or class) shall decide such matter and a
plurality shall elect a Trustee.
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<PAGE> 18
Action by Written Consent
-------------------------
Section 4. Any action taken by Shareholders may be taken
without a meeting if Shareholders entitled to vote more than
fifty percent (50%) of the votes entitled to be cast on the
matter of each series or class or, where any provision of law,
this Declaration of Trust or the By-Laws permits or requires that
the holders of Shares vote in the aggregate and not as a series
or class, if Shareholders entitled to vote more than fifty
percent (50%) of the votes entitled to be cast thereon (without
regard to series or class) (or in either case such larger vote as
shall be required by any provision of this Declaration of Trust
or the By-Laws) consent to the action in writing and such written
consents are filed with the records of the meetings of Sharehold-
ers. Such consent shall be treated for all purposes as a vote
taken at a meeting of Shareholders.
Additional Provisions
---------------------
Section 5. The By-Laws may include further provisions for
Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.
ARTICLE VI
----------
Distributions, Redemptions and Repurchases,
and Determination of Net Asset Value
------------------------------------
Distributions
-------------
Section 1. The Trustees may in their sole discretion from
time to time distribute to the Shareholders of any series such
income and gains, accrued or realized, as the Trustees may
determine, after providing for actual and accrued expenses and
liabilities of such series (including such reserves as the
Trustees may establish) determined in accordance with this
Declaration of Trust and good accounting practices. The Trustees
shall have full discretion to determine which items shall be
treated as income and which items as capital and their determina-
tion shall be binding upon the Shareholders. Distributions to
any series, if any be made, shall be in Shares of such series, in
cash or otherwise and on a date or dates determined by the
Trustees. At any time and from time to time in their discretion,
the Trustees may distribute to the Shareholders of any series as
of a record date or dates determined by the Trustees, in Shares
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<PAGE> 19
of such series, in cash or otherwise, all or part of any gains
realized on the sale or disposition of property of the series or
otherwise, or all or part of any other principal of the Trust
attributable to the series. Except to the extent otherwise
required or permitted by the preferences and special or relative
rights or privileges of any classes of Shares of that series,
each distribution pursuant to this Section 1 shall be made
ratably according to the number of Shares of the series held by
the several Shareholders on the applicable record date thereof,
provided that distributions from assets of a series may only be
made to the holders of the Shares of such series and provided
that no distributions need be made on Shares purchased pursuant
to orders received, or for which payment is made, after such time
or times as the Trustees may determine. Any distribution to the
Shareholders of a particular class of Shares shall be made to
such Shareholders prorata in proportion to the number of Shares
of such class held by each of them. Any distribution paid in
Shares will be paid at the net asset value thereof as determined
in accordance with this Declaration of Trust. The Trustees have
the power, in their discretion, to distribute for any year
amounts sufficient to enable the Trust to qualify as a "regulated
investment company" under the Internal Revenue Code as amended
(or any successor thereto) to avoid any liability for federal
income tax in respect of that year.
Redemptions and Repurchases
---------------------------
Section 2. Any holder of Shares of the Trust may, by
presentation of a request in proper form, together with his
certificates, if any, for such Shares, in proper form for
transfer to the Trust or duly authorized agent of the Trust,
request redemption of his shares for the net asset value thereof
determined and computed in accordance with the provisions of this
Section 2 and the provisions of Section 6 of this Article VI.
Upon receipt by the Trust or its duly authorized agent, as
the case may be, of such a request for redemption of Shares in
proper form, such Shares shall be redeemed at the net asset value
per share of the particular series or class next determined after
such request is received or determined as of such other time
fixed by the Trustees as may be permitted or required by the 1940
Act. The criteria for determining what constitutes a request for
redemption in proper form and the time of receipt of such request
shall be fixed by the Trustees.
The obligation of the Trust to redeem its Shares as set
forth above in this Section 2 shall be subject to the condition
that such obligation may be suspended by the Trust by or under
authority of the Trustees during any period or periods when and
to the extent permissible under the 1940 Act. If there is such a
suspension, any Shareholder may withdraw any request for
19
<PAGE> 20
redemption which has been received by the Trust during any such
period and the applicable net asset value with respect to which
would but for such suspension be calculated as of a time during
such period. Upon such withdrawal, the Trust shall return to the
Shareholder the certificates therefor, if any.
The Trust may also purchase, repurchase or redeem Shares in
accordance with such other methods, upon such other terms and
subject to such other conditions as the Trustee may from time to
time authorize at a price not exceeding the net asset value of
such Shares in effect when the purchase or repurchase or any
contract to purchase or repurchase is made. Shares redeemed or
repurchased by the Trust hereunder shall be cancelled upon such
redemption or repurchase without further action by the Trust or
the Trustees and the number of issued and outstanding Shares of
the relevant series and class shall thereupon by reduced by such
amount.
Payment for Shares Redeemed
---------------------------
Section 3. Payment of the redemption price for Shares
redeemed pursuant to this Article VI shall be made by the Trust
or its duly authorized agent after receipt by the Trust or its
duly authorized agent of a request for redemption in proper form
(together with any certificates for such Shares as provided in
Section 2 above) in accordance with procedures and subject to
conditions prescribed by the Trustees; provided, however, that
payment may be postponed during the period in which the redemp-
tion of Shares is suspended under Section 2 above. Subject to
any generally applicable limitation imposed by the Trustees, any
payment on redemption, purchase or repurchase by the Trust of
Shares may, if authorized by the Trustees, be made wholly or
partly in kind, instead of in cash. Such payment in kind shall
be made by distributing securities or other property, constitut-
ing, in the opinion of the Trustees, a fair representation of the
various types of securities and other property then held by the
series of Shares being redeemed, purchased or repurchased (but
not necessarily involving a portion of each of the series'
holdings) and taken at their value used in determining the net
asset value of the Shares in respect of which payment is made.
Redemptions at the Option of the Trust
--------------------------------------
Section 4. The Trust shall have the right at its option and
at any time and from time to time to redeem Shares of any
Shareholder at the net asset value thereof as determined in
accordance with Section 6 of this Article VI, if at such time
such Shareholder owns fewer shares of a series or class than, or
Shares of a series or class having an aggregate net asset value
of less than, an amount determined from time to time by the
20
<PAGE> 21
Trustees. Any such redemption at the option of the Trust shall
be made in accordance with such other criteria and procedures for
determining the Shares to be redeemed, the redemption date and
the means of effecting such redemption as the Trustees may from
time to time authorize.
Additional Provisions Relating to Dividends, Redemptions and
------------------------------------------------------------
Repurchases
-----------
Section 5. The completion of redemption, purchase or
repurchase of Shares shall constitute a full discharge of the
Trust and the Trustees with respect to such Shares. No dividend
or distribution (including, without limitation, any distribution
paid upon termination of the Trust or of any series or class)
with respect to, nor any redemption or repurchase of, the Shares
of any series or class shall be effected by the Trust other than
from the assets of such series.
Determination of Net Asset Value
--------------------------------
Section 6. The term "net asset value" of each Share of a
series or class as of any particular time shall be the quotient
obtained by dividing the value, as at such time, of the net
assets of such series or class (i.e., the value of the assets of
such series or class less the liabilities of such series or
class, exclusive of liabilities represented by the Shares of such
series or class) by the total number of Shares of such series or
class outstanding at such time, all determined and computed in
accordance with the Trust's current prospectus.
The Trustees, or any officer, or officers or agent of the
Trust designated for the purpose by the Trustees shall determine
the net asset value of the Shares of each series or class, and
the Trustees shall fix the time or times as of which the net
asset value of the Shares of each series or class shall be
determined and shall fix the periods during which any such net
asset value shall be effective as to sales, redemptions and
repurchases of, and other transactions in, the Shares of such
series or class, except as such times and periods for any such
transaction may be fixed by other provisions of this Declaration
of Trust or by the By-Laws.
Determinations in accordance with this Section 6 made in
good faith shall be binding on all parties concerned.
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How Long Shares are Outstanding
-------------------------------
Section 7. Shares of the Trust surrendered to the Trust for
redemption by it pursuant to the provisions of Section 2 of this
Article VI shall be deemed to be outstanding until the redemption
price thereof is determined pursuant to this Article VI and,
thereupon and until paid, the redemption price thereof shall be
deemed to be a liability of the Trust. Shares of the Trust
purchased by the Trust in the open market shall be deemed to be
outstanding until confirmation of purchase thereof by the Trust
and, thereupon and until paid, the purchase price thereof shall
be deemed to be a liability of the Trust. Shares of the Trust
redeemed by the Trust pursuant to Section 4 of this Article VI
shall be deemed to be outstanding until said Shares are deemed to
be redeemed in accordance with procedures adopted by the Trustees
pursuant to said Section 4.
ARTICLE VII
-----------
Compensation and Limitation of Liability of Trustees and
--------------------------------------------------------
Shareholders
------------
Section 1. The Trustees as such shall be entitled to
reasonable compensation from the Trust if the rate thereof is
prescribed by such Trustees. Nothing herein shall in any way
prevent the employment of any Trustee for advisory, management,
legal, accounting, investment banking or other services and
payment for the same by the Trust, it being recognized that such
employment may result in such Trustee being considered an
Affiliated Person or an Interested Person.
Limitation of Liability
-----------------------
Section 2. The Trustees shall not be responsible or liable
in any event for any neglect or wrongdoing of any officer, agent,
employee, investment advisor or manager, principal underwriter or
custodian, nor shall any Trustee be responsible for the act or
omission of any other Trustee. Nothing in this Declaration of
Trust shall protect any Trustee against any liability to which
such Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of the office of Trustee.
Every note, bond, contract, instrument, certificate, Share
or undertaking and every other act or thing whatsoever executed
or done by or on behalf of the Trust or the Trustee or any of
22
<PAGE> 23
them in connection with the Trust shall be conclusively deemed to
have been executed or done only in or with respect to their or
his capacity as Trustees or Trustee and neither such Trustees or
Trustee nor the Shareholders shall be personally liable thereon.
Every note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or by any officers or
officer shall give notice that this Declaration of Trust is on
file with the Secretary of State of The Commonwealth of Massachu-
setts and shall recite that the same was executed or made by or
on behalf of the Trust by them as Trustees or Trustee or as
officers or officer and not individually and that the obligations
of such instrument are not binding upon any of them or the
Shareholders individually but are binding only upon the assets
and property of the Trust or a particular series of Shares, and
may contain such further recital as he or they may deem appropri-
ate, but the omission thereof shall not operate to bind any
Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually.
All persons extending credit to, contracting with or having
any claim against the Trust or a particular series of Shares
shall look only to the assets of the Trust or the assets of that
particular series of Shares, as the case may be, for payment
under such credit, contract or claim; and neither the Sharehold-
ers nor the Trustees, nor any of the Trust's officers, employees
or agents, whether past, present or future, shall be personally
liable therefor.
Trustees' Good Faith Action, Expert Advice, No Bond or Surety
-------------------------------------------------------------
Section 3. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
A Trustee shall be liable only for his own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing
else, and shall not be liable for errors of judgment or mistakes
of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this
Declaration of Trust and their duties as Trustees hereunder, and
shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. In
discharging their duties, the Trustees, when acting in good
faith, shall be entitled to rely upon the books of account of the
Trust and upon written reports made to the Trustees by any
officer appointed by them, any independent public accountant and
(with respect to the subject matter of the contract involved) any
officer, partner or responsible employee of any other party to
any contract entered into pursuant to Section 2 of Article IV.
The Trustees shall not be required to give any bond as such, nor
any surety if a bond is required.
23
<PAGE> 24
Liability of Third Persons Dealing with Trustees
------------------------------------------------
Section 4. No person dealing with the Trustees shall be
bound to make any inquiry concerning the validity of any
transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the
Trust or upon its order.
ARTICLE VIII
------------
Indemnification
---------------
Subject to the exceptions and limitations contained in this
Article, every person who is, or has been, a Trustee or officer
of the Trust (including persons who serve at the request of the
Trust as directors, officers or trustees of another organization
in which the Trust has an interest as a shareholder, creditor or
otherwise) hereinafter referred to as a "Covered Person", shall
be indemnified by the Trust to the fullest extent permitted by
law against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action,
suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been such a Trustee,
director or officer and against amounts paid or incurred by him
in settlement thereof.
No indemnification shall be provided hereunder to a Covered
Person:
(a) against any liability to the Trust or its
Shareholders by reason of a final adjudication by the court
or other body before which the proceeding was brought that
he engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in
the conduct of his office;
(b) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in good
faith in the reasonable belief that his action was in the
best interest of the Trust; or
(c) in the event of a settlement or other disposition
not involving a final adjudication (as provided in paragraph
(a) or (b)) and resulting in a payment by a Covered Person,
unless there has been either a determination that such
Covered Person did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
24
<PAGE> 25
involved in the conduct of his office by the court or other
body approving the settlement or other disposition or a
reasonable determination, based on a review of readily
available facts (as opposed to a full trial-type inquiry)
that he did not engage in such conduct:
(i) by a vote of a majority of the Disinterested
Trustees acting on the matter (provided that a majority
of the Disinterested Trustees then in office act on the
matter); or
(ii) by written opinion of independent legal
counsel.
The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable,
shall not affect any other rights to which any Covered Person may
now or hereafter be entitled, shall continue as to a person who
has ceased to be such a Covered Person and shall inure to the
benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to
indemnification to which Trust personnel other than Covered
Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any
claim, action, suit or proceeding subject to a claim for
indemnification under this Article shall be advanced by the Trust
prior to final disposition thereof upon receipt of an undertaking
by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification
under this Article, provided that either:
(a) such undertaking is secured by a surety bond or
some other appropriate security or the Trust shall be
insured against losses arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter) or independent
legal counsel in a written opinion shall determine, based
upon a review of the readily available facts (as opposed to
a full trial-type inquiry), that there is reason to believe
that the recipient ultimately will be found entitled to
indemnification.
As used in this Article, a "Disinterested Trustee" is one
(a) who is not an "interested person" of the Trust, as defined in
the 1940 Act (including anyone who has been exempted from being
an "interested person" by any rule, regulation or order of the
Commission), and (b) against whom none of such actions, suits or
other proceedings or another action, suit or other proceeding on
the same or similar grounds is then or has been pending.
25
<PAGE> 26
As used in this Article, the words "claim", "action", "suit"
or "proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal or other, including appeals), actual
or threatened; and the words "liability" and "expenses" shall
include without limitation, attorneys' fees, cost, judgments,
amounts paid in settlement, fines, penalties and other liabili-
ties.
In case any Shareholder or former Shareholder shall be held
to be personally liable solely by reason of his or her being or
having been a Shareholder and not because of his or her acts or
omissions or for some other reason, the Shareholder or former
Shareholder (or his or her heirs, executors, administrators or
other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be
entitled to be held harmless from and indemnified against all
loss and expense arising from such liability but only out of the
assets of the particular series of Shares of which he or she is
or was a Shareholder; provided, however, there shall be no
liability or obligation of the Trust arising hereunder to
reimburse any Shareholder for taxes paid by reason of such
Shareholder's ownership of Shares or for losses suffered by
reason of any changes in value of any Trust assets.
ARTICLE IX
----------
Miscellaneous
-------------
Duration, Termination and Reorganization of Trust
-------------------------------------------------
Section 1. Unless terminated as provided herein, the Trust
shall continue without limitation of time. The Trust may be
terminated at any time by the Trustees by written notice to the
Shareholders without a vote of the Shareholders of the Trust or
by the vote of the Shareholders entitled to vote more than fifty
percent (50%) of the votes of each series or class entitled to be
cast on the matter. Any series or class of Shares may be
terminated at any time by the Trustees by written notice to the
Shareholders of such series or class without a vote of the
Shareholders of such series or class or by the vote of the
Shareholders of such series or class entitled to vote more than
fifty percent (50%) of the votes entitled to be cast on the
matter.
Upon termination of the Trust or of any one or more series
or classes of Shares, after paying or otherwise providing for all
charges, taxes, expenses and liabilities, whether due or accrued
or anticipated, of the particular series or class as may be
26
<PAGE> 27
determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees consider appropriate reduce to
the extent necessary the remaining assets of the particular
series to distributable form in cash or other securities, or any
combination thereof, and distribute the proceeds to the Share-
holders of the series or class involved, ratably according the
number of Shares of such series or class held by the several
Shareholders of such series or class on the date of termination.
Any such distributions with respect to any series which has one
or more classes of Shares outstanding shall be made ratably to
such classes in the same proportion as the number of Shares of
each class bears to the total number of Shares of the series,
except to the extent otherwise required or permitted by the
preferences and special or relative rights or privileges of any
classes of Shares of any such series.
At any time by the affirmative vote of the Shareholders of
the affected series entitled to vote more than fifty percent
(50%) of the votes entitled to be cast on the matter, the
Trustees may sell, convey and transfer the assets of the Trust,
or the assets belonging to any one or more series, to another
trust, partnership, association or corporation organized under
the laws of any state of the United States, or to the Trust to be
held as assets belonging to another series of the Trust, in
exchange for cash, shares or other securities (including, in the
case of a transfer to another series of the Trust, Shares of such
other series) with such transfer being made subject to or with
the assumption by the transferee of, the liabilities belonging to
each series the assets of which are so distributed. Following
such transfer, the Trustees shall distribute such cash, shares or
other securities (giving due effect to the assets and liabilities
belonging to and any other differences among the various series
the assets belonging to which have so been transferred) among the
Shareholders of the series the assets belonging to which have
been so transferred; and if all the assets of the Trust have been
so distributed, the Trust shall be terminated.
Filing of Copies, References, Headings
--------------------------------------
Section 2. The original or a copy of this instrument and of
each amendment hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the
Trust with the Secretary of State of The Commonwealth of
Massachusetts and with the Boston City Clerk, as well as any
other governmental office where such filing may from time to time
be required. Anyone dealing with the Trust may rely on a
certificate by any officer of the Trust as to whether or not any
such amendments have been made and as to any matters in connec-
tion with the Trust hereunder; and, with the same effect as if it
were the original, may rely on a copy certified by an officer of
27
<PAGE> 28
the Trust to be a copy of this instrument or of any such
amendments. In this instrument and in any such amendment,
references to this instrument, and all expressions like "herein",
"hereof", and "hereunder", shall be deemed to refer to this
instrument as amended from time to time. Headings are placed
herein for convenience of reference only and shall not be taken
as a part hereof or control or affect the meaning, construction
or effect of this instrument. This instrument may be executed in
any number of counterparts each of which shall be deemed an
original.
Applicable Law
--------------
Section 3. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to
be governed by and construed and administered according to the
laws of said Commonwealth. The Trust shall be of the type
commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
Amendments
----------
Section 4. This Declaration of Trust may be amended at any
time by an instrument in writing signed by a majority of the then
Trustees when authorized so to do by vote of Shareholders holding
more than fifty percent (50%) of the Shares of each series
entitled to vote, except that an amendment which in the determi-
nation of the Trustees shall affect the holders of one or more
series or classes of Shares but not the holders of all outstand-
ing series and classes shall be authorized by vote of the
Shareholders holding more than fifty percent (50%) of the Shares
entitled to vote of each series or class affected and no vote of
Shareholders of a series or class not affected shall be required.
Amendments having the purpose of changing the name of the Trust
or any series or class or of supplying any omission, curing any
ambiguity or curing, correcting or supplementing any provision
which is defective or inconsistent with the 1940 Act or with the
requirements of the Internal Revenue Code and the regulations
thereunder for the Trust's obtaining the most favorable treatment
thereunder available to regulated investment companies shall not
require authorization by Shareholder vote.
28
<PAGE> 29
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands and seal for themselves and their assigns, as of this 17th
day of March, 1990.
/s/ Charles M. Kierscht
______________________________
(SEAL) Charles M. Kierscht
(signatures continued)
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
Then personally appeared the above-named Charles M. Kierscht
who acknowledged the foregoing instrument to be his free act and
deed, before me this 17th day of March, 1990.
/s/ Janis L. Gruca
_______________________________
NOTARY PUBLIC
29
<PAGE> 30
/s/ Thomas R. Anderson
-------------------------------
Thomas R. Anderson,
Trustee
/s/ David W. Belin
-------------------------------
David W. Belin,
Trustee
/s/ Lewis A. Burnham
-------------------------------
Lewis A. Burnham,
Trustee
/s/ Donald L. Dunaway
-------------------------------
Donald L. Dunaway,
Trustee
/s/ James W. Harding
-------------------------------
James W. Harding,
Trustee
/s/ Robert B. Hoffman
-------------------------------
Robert B. Hoffman,
Trustee
/s/ Donald R. Jones
-------------------------------
Donald R. Jones,
Trustee
/s/ Thomas L. Martin, Jr.
-------------------------------
Thomas L. Martin, Jr.,
Trustee
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
Then personally appeared the above-named who
acknowledged the foregoing instrument to be his free act and
deed, before me this 17th day of March, 1990.
/s/ Nancy Catizone
-------------------------------
NOTARY PUBLIC
<PAGE> 31
NAME: HOME ADDRESS:
MR. THOMAS R. ANDERSON 209 SOUTH BLACKSTONE
LAGRANGE, IL 60525
MR. DAVID W. BELIN 1705 PLAZA CIRCLE
DES MOINES, IOWA 50322
MR. LEWIS A. BURNHAM 16410 AVILA BOULEVARD
TAMPA, FL. 33613
MR. DONALD L. DUNAWAY 235 A ELM GROVE RD.
BROOKFIELD, WI. 53005
MR. JAMES W. HARDING 1230 THORNBURY LANE
LIBERTYVILLE, IL 60048
MR. ROBERT B. HOFFMAN 1448 LAKE SHORE DR.
APT. 7-8A
CHICAGO, IL. 60610
MR. DONALD JONES 1776 BEAVER POND RD.
INVARNESS, IL 60067
MR. CHARLES M. KIERSCHT 321 PRINCETON RD.
HINSDALE, IL. 60521
DR. THOMAS L. MARTIN, JR. 3119 STONEHEDGE LANE
CARROLLTON, TEXAS 75006
DR. WILLIAM P. SOMMARS 452 ROBLAR AVE.
HILLSBOROUGH, CA. 94010
<PAGE> 1
EXHIBIT 99.B2.
BY-LAWS OF
CASH ACCOUNT TRUST
Section 1. Agreement and Declaration of
----------------------------------------
Trust and Principal Office
--------------------------
1.1 Agreement and Declaration of Trust. These By-Laws shall be
subject to the Agreement and Declaration of Trust, as from time
to time in effect (the "Declaration of Trust"), of CASH ACCOUNT
TRUST, the Massachusetts business trust established by the
Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust; Resident Agent. The
principal office of the Trust shall be located in Chicago,
Illinois. Its resident agent in Massachusetts shall be CT
Corporation System, 2 Oliver Street, Boston, Massachusetts or
such other person as the Trustees may from time to time select.
Section 2. Shareholders
------------------------
2.1 Shareholder Meetings. Meetings of the shareholders may be
called at any time by the Trustees, by the President or, if the
Trustees and the President shall fail to call any meeting of
shareholders for a period of 30 days after written application of
one or more shareholders who hold at least 25% of all shares
issued and outstanding and entitled to vote at the meeting (or
10% if the purpose of the meeting is to determine if a Trustee
shall be removed from office), then such shareholders may call
such meeting. Each call of a meeting shall state the place,
date, hour and purposes of the meeting.
2.2 Place of Meetings. All meetings of the shareholders shall
be held at the principal office of the Trust, or, to the extent
permitted by the Declaration of Trust, at such other place within
the United States as shall be designated by the Trustees or the
President of the Trust.
2.3 Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes
of the meeting, shall be given at least seven days before the
meeting to each shareholder entitled to vote thereat by leaving
such notice with him or at his residence or usual place of
business or by mailing it, postage prepaid, and addressed to such
shareholder at his address as it appears in the records of the
Trust. Such notice shall be given by the Secretary or an
<PAGE> 2
Assistant Secretary or by an officer designated by the Trustees.
No notice of any meeting of shareholders need be given to a
shareholder if a written waiver of notice, executed before or
after the meeting by such shareholder or his attorney thereunto
duly authorized, is filed with the records of the meeting.
2.4 Ballots. No ballot shall be required for any election
unless requested by a shareholder present or represented at the
meeting and entitled to vote in the election.
2.5 Proxies and Voting. Shareholders entitled to vote may vote
either in person or by proxy in writing dated not more than six
months before the meeting named therein, which proxies shall be
filed with the Secretary or other person responsible to record
the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment of such
meeting but shall not be valid after the final adjournment of
such meeting. At all meetings of shareholders, unless the voting
is conducted by inspectors, all questions relating to the
qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the chairman
of the meeting.
Section 3. Trustees
--------------------
3.1 Committees and Advisory Board. The Trustees may appoint
from their number an executive committee and other committees.
Any such committee may be abolished and reconstituted at any time
and from time to time by the Trustees. Except as the Trustees
may otherwise determine, any such committee may make rules for
the conduct of its business. The Trustees may appoint an
advisory board to consist of not less than two nor more than five
members. The members of the advisory board shall be compensated
in such manner as the Trustees may determine and shall confer
with and advise the Trustees regarding the investments and other
affairs of the Trust. Each member of the advisory board shall
hold office until the first meeting of the Trustees following the
meeting of the shareholders, if any, next following his
appointment and until his successor is appointed and qualified,
or until he sooner dies, resigns, is removed, or becomes
disqualified, or until the advisory board is sooner abolished by
the Trustees.
3.2 Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as
the Trustees may from time to time determine, provided that
notice of the first regular meeting following any such
determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice
2
<PAGE> 3
immediately after and at the same place as any meeting of the
shareholders.
3.3 Special Meetings. Special meetings of the Trustees may be
held at any time and at any place designated in the call of the
meeting, when called by the Chairman of the Board or by two or
more Trustees, sufficient notice thereof being given to each
Trustee by the Secretary or an Assistant Secretary or by the
officer or one of the Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to send
notice by mail at least three days or by telegram at least
twenty-four hours before the meeting addressed to the Trustee at
his or her usual or last known business or residence address or
to give notice to him or her in person or by telephone at least
twenty-four hours before the meeting. Notice of a meeting need
not be given to any Trustee if a written waiver of notice,
executed by him or her before or after the meeting, is filed with
the records of the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement
the lack of notice to him or her. Neither notice of a meeting
nor a waiver of a notice need specify the purposes of the
meeting.
3.5 Quorum. At any meeting of the Trustees, one-third of the
Trustees then in office shall constitute a quorum; provided,
however, a quorum (unless the Board of Trustees consists of two
or fewer persons) shall not be less than two. Any meeting may be
adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting
may be held as adjourned without further notice.
Section 4. Officers and Agents
-------------------------------
4.1 Enumeration; Qualification. The officers of the Trust shall
be a President, a Treasurer, a Secretary and such other officers,
if any, as the Trustees from time to time may in their discretion
elect or appoint. The Trust may also have such agents, if any,
as the Trustees from time to time may in their discretion
appoint. Any officer may be but none need be a Trustee or
shareholder. Any two or more offices may be held by the same
person.
4.2 Powers. Subject to the other provisions of these By-Laws,
each officer shall have, in addition to the duties and powers
herein and in the Declaration of Trust set forth, such duties and
powers as are commonly incident to his or her office as if the
Trust were organized as a Massachusetts business corporation and
such other duties and powers as the Trustees may from time to
time designate.
3
<PAGE> 4
4.3 Election. The President, the Treasurer and the Secretary
shall be elected annually by the Trustees at their first meeting
in each calendar year or at such later meeting in such year as
the Trustees shall determine. Other officers or agents, if any,
may be elected or appointed by the Trustees at said meeting or at
any other time.
4.4 Tenure. The President, Treasurer and Secretary shall hold
office until the first meeting of Trustees in each calendar year
and until their respective successors are chosen and qualified,
or in each case until he or she sooner dies, resigns, is removed
or becomes disqualified. Each other officer shall hold office
and each agent shall retain his or her authority at the pleasure
of the Trustees.
4.5 Chairman of the Board. The Chairman of the Board of
Trustees, if one is so appointed, shall be chosen from among the
Trustees and may hold office only so long as he continues to be a
Trustee. The Chairman of the Board, if any is so appointed,
shall preside at all meetings of the shareholders and of the
Trustees at which he is present; and shall have such other duties
and powers as specified herein and as may be assigned to him by
the Trustee.
4.6 President and Vice Presidents. The President shall be the
chief executive officer of the Trust. The President shall,
subject to the control of the Trustees, have general charge and
supervision of the Trust and shall perform such other duties and
have such other powers as the Trustees shall prescribe from time
to time. Any Vice President shall at the request or in the
absence or disability of the President exercise the powers of the
President and perform such other duties and have such other
powers as shall be designated from time to time by the Trustees.
4.7 Treasurer and Controller. The Treasurer shall be the chief
financial officer of the Trust and, subject to any arrangement
made by the Trustees with a bank or trust company or other
organization as custodian or transfer or shareholder services
agent, shall be in charge of its valuable papers and shall have
such other duties and powers as may be designated from time to
time by the Trustees or by the President. If at any time there
shall be no Controller, the Treasurer shall also be the chief
accounting officer of the Trust and shall have the duties and
power prescribed herein for the Controller. Any Assistant
Treasurer shall have such duties and powers as shall be
designated from time to time by the Trustees.
The Controller, if any be elected, shall be the chief accounting
officer of the Trust and shall be in charge of its books of
account and accounting records. The Controller shall be
responsible for preparation of financial statements of the Trust
4
<PAGE> 5
and shall have such other duties and powers as may be designated
from time to time by the Trustees or the President.
4.8 Secretary and Assistant Secretaries. The Secretary shall
record all proceedings of the shareholders and the Trustees in
books to be kept therefor, which books shall be kept at the
principal office of the Trust. In the absence of the Secretary
from any meeting of shareholders or Trustees, an Assistant
Secretary, or if there be none or if he or she is absent, a
temporary clerk chosen at the meeting shall record the
proceedings thereof in the aforesaid books.
Section 5. Resignations and Removals
-------------------------------------
Any Trustee may resign his trust or retire as a Trustee in
accordance with procedures set forth in the Declaration of Trust.
Any officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of
the Board, the President or the Secretary or to a meeting of the
Trustees. The Trustees may remove any officer or advisory board
member elected or appointed by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the
extent expressly provided in a written agreement with the Trust,
no Trustee, officer, or advisory board member resigning, and no
officer or advisory board member removed, shall have any right to
any compensation for any period following his or her resignation
or removal, or any right to damages on account of such removal.
Section 6. Vacancies
---------------------
A vacancy in the office of Trustee shall be filed in accordance
with the Declaration of Trust. Vacancies resulting from the
death, resignation, incapacity or removal of any officer may be
filled by the Trustees. Each successor of any such officer shall
hold office for the unexpired term, and in the case of the
President, the Treasurer and the Secretary, until his or her
successor is chosen and qualified, or in each case until he or
she sooner dies, resigns, is removed or becomes disqualified.
Section 7. Shares of Beneficial Interest
-----------------------------------------
7.1 Share Certificates. No certificates certifying the
ownership of shares shall be issued except as the Trustees may
otherwise authorize. In the event that the Trustees authorize
the issuance of share certificates, subject to the provisions of
Section 7.3, each shareholder shall be entitled to a certificate
5
<PAGE> 6
stating the number of shares owned by him or her, in such form as
shall be prescribed from time to time by the Trustees. Such
certificate shall be signed by the President or a Vice President
and by the Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary. Such signatures may be facsimiles if the certificate
is signed by a transfer or shareholder services agent or by a
registrar, other than a Trustee, officer or employee of the
Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased
to be such officer before such certificate is issued, it may be
issued by the Trust with the same effect as if he or she were
such officer at the time of its issue.
In lieu of issuing certificates for shares, the Trustees or the
transfer or shareholder services agent may either issue receipts
therefor or may keep accounts upon the books of the Trust for the
record holders of such shares, who shall in either case be
deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and
agreed to the terms hereof.
7.2 Loss of Certificates. In the case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate
certificate may be issued in place thereof, upon such terms as
the Trustees may prescribe.
7.3 Discontinuance of Issuance of Certificates. The Trustees
may at any time discontinue the issuance of share certificates
and may, by written notice to each shareholder, require the
surrender of share certificates to the Trust for cancellation.
Such surrender and cancellation shall not affect the ownership of
shares in the Trust.
Section 8. Record Date
-----------------------
The Trustees may fix in advance a time, which shall not be more
than 90 days before the date of any meeting of shareholders or
the date for the payment of any dividend or making of any other
distribution to shareholders, as the record date for determining
the shareholders having the right to notice and to vote at such
meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only shareholders of
record on such record date shall have such right, notwithstanding
any transfer of shares on the books of the Trust after the record
date.
6
<PAGE> 7
Section 9. Seal
----------------
The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced circular die with the word
"Massachusetts" together with the name of the Trust, cut or
engraved thereon; but, unless otherwise required by the Trustees,
the seal shall not be necessary to be placed on, and its absence
shall not impair the validity of, any document, instrument, or
other paper executed and delivered by or on behalf of the Trust.
Section 10. Execution of Papers
--------------------------------
Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the Trust shall
be signed, and any transfers of securities standing in the name
of the Trust shall be executed, by the President or by one of the
Vice Presidents or by the Treasurer or by whomsoever else shall
be designated for that purpose by the vote of the Trustees and
need not bear the seal of the Trust.
Section 11. Fiscal Year
------------------------
The fiscal year of the Trust shall end on such date in each year
as the Trustees shall from time to time determine.
Section 12. Amendments
-----------------------
These By-Laws may be amended or repealed, in whole or in part, by
a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such majority.
7
<PAGE> 1
EXHIBIT 99.B4.
TEXT OF SHARE CERTIFICATE
[Name]
is the owner of [number] shares
of beneficial interest in the above noted Fund (the "FUND"), of
the series and class, if any, specified, fully paid and
nonassessable, the said shares being issued and held subject to
the provisions of the Agreement and Declaration of Trust of the
Fund, and all amendments thereto, copies of which are on file
with the Secretary of The Commonwealth of Massachusetts. The
said owner by accepting this certificate agrees to and is bound
by all of the said provisions. The shares represented hereby are
transferable in writing by the owner thereof in person or by
attorney upon surrender of this certificate to the Fund properly
endorsed for transfer. This certificate is executed on behalf of
the Trustees of the Fund as Trustees and not individually and the
obligations hereof are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon
the assets and property of the Fund or, if applicable, the
specified series of the Fund. The shares may be subject to a
contingent deferred sales charge. This certificate is not valid
unless countersigned by the Transfer Agent.
<PAGE> 1
EXHIBIT 99.B5
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 6th day of September, 1990, by and
between CASH ACCOUNT TRUST, a Massachusetts business trust (the
"Fund"), and KEMPER FINANCIAL SERVICES, INC., a Delaware
corporation (the "Adviser").
WHEREAS, the Fund is an open-end, diversified management
investment company registered under the Investment Company Act of
1940, the shares of beneficial interest ("Shares") of which are
registered under the Securities Act of 1933;
WHEREAS, the Fund is authorized to issue Shares in separate
series or portfolios with each representing the interests in a
separate portfolio of securities and other assets;
WHEREAS, the Fund intends to offer Shares in three
portfolios, the Money Market Portfolio, the Government Securities
Portfolio and the Tax-Exempt Portfolio, such portfolios (the
"Initial Portfolios"), together with any other Fund portfolios
which may be established later and served by the Adviser
hereunder, being herein referred to collectively as the
"Portfolios" and individually referred to as a "Portfolio"; and
WHEREAS, the Fund desires at this time to retain the Adviser
to render investment advisory and management services to the
Initial Portfolios, and the Adviser is willing to render such
services;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. The Fund hereby employs the Adviser to act as the investment
adviser for the Initial Portfolios and other Portfolios hereunder
and to manage the investment and reinvestment of the assets of
such Portfolios in accordance with the applicable investment
objectives and policies and limitations, and to administer the
affairs of such Portfolios to the extent requested by and subject
to the supervision of the Board of Trustees of the Fund for the
period and upon the terms herein set forth. The investment of
funds shall be subject to all applicable restrictions of the
Agreement and Declaration of Trust and By-Laws of the Fund as may
from time to time be in force.
The Adviser accepts such employment and agrees during such
period to render such services, to furnish office facilities and
equipment and clerical, bookkeeping and administrative services
for the Fund, to permit any of its officers or employees to serve
<PAGE> 2
without compensation as trustees or officers of the Fund if
elected to such positions and to assume the obligations herein
set forth for the compensation herein provided. The Adviser
shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent
the Fund in any way or otherwise be deemed an agent of the Fund.
It is understood and agreed that the Adviser, by separate
agreements with the Fund, may also serve the Fund in other
capacities.
2. In the event that the Fund establishes one or more
portfolios other than the Initial Portfolios with respect to
which it desires to retain the Adviser to render investment
advisory and management services hereunder, it shall notify the
Adviser in writing. If the Adviser is willing to render such
services, it shall notify the Fund in writing whereupon such
portfolio or portfolios shall become a Portfolio or Portfolios
hereunder.
3. For the services and facilities described in Section 1, the
Fund will pay to the Adviser at the end of each calendar month,
an investment management fee computed at an annual rate of .22 of
1% of the first $500,000,000 of average daily net assets of all
Portfolios subject to this Agreement, .20 of 1% of the next
$500,000,000, .175 of 1% of the next $1 billion, .16 of 1% of the
next $1 billion and .15 of 1% of average daily net assets of all
Portfolios subject to this Agreement over $3 billion. The fee as
computed above shall be allocated as an expense of each Portfolio
based upon the relative daily net assets of such Portfolios. For
the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis
of the number of days that the Agreement is in effect during the
month and year, respectively.
4. The services of the Adviser to the Fund under this Agreement
are not to be deemed exclusive, and the Adviser shall be free to
render similar services or other services to others so long as
its services hereunder are not impaired thereby.
5. In addition to the fee of the Adviser, the Fund shall assume
and pay any expenses for services rendered by a custodian for the
safekeeping of the Fund's securities or other property, for
keeping its books of account, for any other charges of the
custodian, and for calculating the net asset value of the Fund as
provided in the prospectus of the Fund. The Adviser shall not be
required to pay and the Fund shall assume and pay the charges and
expenses of its operations, including compensation of the
trustees (other than those affiliated with the Adviser), charges
and expenses of independent auditors, of legal counsel, of any
transfer or dividend disbursing agent, and of any registrar of
the Fund, costs of acquiring and disposing of portfolio
2
<PAGE> 3
securities, interest, if any, on obligations incurred by the
Fund, costs of share certificates and of reports, membership dues
in the Investment Company Institute or any similar organization,
costs of reports and notices to shareholders, other like
miscellaneous expenses and all taxes and fees payable to federal,
state or other governmental agencies on account of the
registration of securities issued by the Fund, filing of trust
documents or otherwise. The Fund shall not pay or incur any
obligation for any expenses for which the Fund intends to seek
reimbursement from the Adviser as herein provided without first
obtaining the written approval of the Adviser. The Adviser shall
arrange, if desired by the Fund, for officers or employees of the
Adviser to serve, without compensation from the Fund, as
trustees, officers or agents of the Fund if duly elected or
appointed to such positions and subject to their individual
consent and to any limitations imposed by law.
If expenses borne by the Fund for those Portfolios which the
Adviser manages in any fiscal year (including the Adviser's fee,
but excluding interest, taxes, fees incurred in acquiring and
disposing of portfolio securities, distribution services fees,
extraordinary expenses and any other expenses excludable under
state securities law limitations) exceed any applicable
limitation arising under state securities laws, the Adviser will
reduce its fee or reimburse the Fund for any excess. The expense
limitation guarantee shall be allocated to each such Portfolio
upon a fee reduction or reimbursement based upon the relative
average daily net assets of each such Portfolio. If for any
month the expenses of the Fund properly chargeable to the income
account shall exceed 1/12 of the percentage of average net assets
allowable as expenses, the payment to the Adviser for that month
shall be reduced and if necessary the Adviser shall make a refund
payment to the Fund so that the total net expense will not exceed
such percentage. As of the end of the Fund's fiscal year,
however, the foregoing computations and payments shall be
readjusted so that the aggregate compensation payable to the
Adviser for the year is equal to the percentage set forth in
Section 3 hereof of the average net asset value as determined as
described herein throughout the fiscal year, diminished to the
extent necessary so that the total of the aforementioned expense
items of the Fund shall not exceed the expense limitation. The
aggregate of repayments, if any, by the Adviser to the Fund for
the year shall be the amount necessary to limit the said net
expense to said percentage in accordance with the foregoing.
The net asset value for each Portfolio shall be calculated
in accordance with the provisions of the Fund's prospectus or at
such other time or times as the trustees may determine in
accordance with the provisions of the Investment Company Act of
1940. On each day when net asset value is not calculated, the
net asset value of a share of a Portfolio shall be deemed to be
the net asset value of such a share as of the close of business
3
<PAGE> 4
on the last day on which such calculation was made for the
purpose of the foregoing computations.
6. Subject to applicable statutes and regulations, it is
understood that trustees, officers or agents of the Fund are or
may be interested in the Adviser as officers, directors, agents,
shareholders or otherwise, and that the officers, directors,
shareholders and agents of the Adviser may be interested in the Fund
otherwise than as a trustee, officer or agent.
7. The Adviser shall not be liable for any error of judgment or
of law or for any loss suffered by the Fund in connection with
the matters to which this Agreement relates, except loss
resulting from willful misfeasance, bad faith or gross negligence
on the part of the Adviser in the performance of its obligations
and duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
8. This Agreement shall become effective with respect to the
Initial Portfolios on the date hereof and shall remain in full
force until December 1, 1991, unless sooner terminated as
hereinafter provided. This Agreement shall continue in force
from year to year thereafter with respect to each Portfolio, but
only as long as such continuance is specifically approved for
each Portfolio at least annually in the manner required by the
Investment Company Act of 1940 and the rules and regulations
thereunder; provided, however, that if the continuation of this
Agreement is not approved for a Portfolio, the Adviser may
continue to serve in such capacity for such Portfolio in the
manner and to the extent permitted by the Investment Company Act
of 1940 and the rules and regulations thereunder.
This Agreement shall automatically terminate in the event of
its assignment and may be terminated at any time without the
payment of any penalty by the Fund or by the Adviser on sixty
(60) days written notice to the other party. The Fund may effect
termination with respect to any Portfolio by action of the Board
of Trustees or by vote of a majority of the outstanding voting
securities of such Portfolio.
This Agreement may be terminated with respect to any
Portfolio at any time without the payment of any penalty by the
Board of Trustees or by vote of a majority of the outstanding
voting securities of such Portfolio in the event that it shall
have been established by a court of competent jurisdiction that
the Adviser or any officer or director of the Adviser has taken
any action which results in a breach of the covenants of the
Adviser set forth herein.
The terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth
4
<PAGE> 5
in the Investment Company Act of 1940 and the rules and
regulations thereunder.
Termination of this Agreement shall not affect the right of
the Adviser to receive payments on any unpaid balance of the
compensation described in Section 3 earned prior to such
termination.
9. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
10. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
11. All parties hereto are expressly put on notice of the Fund's
Agreement and Declaration of Trust and all amendments thereto,
all of which are on file with the Secretary of The Commonwealth
of Massachusetts, and the limitation of shareholder and trustee
liability contained therein. This Agreement has been executed by
and on behalf of the Fund by its representatives as such
representatives and not individually, and the obligations of the
Fund hereunder are not binding upon any of the trustees,
officers, or shareholders of the Fund individually but are
binding upon only the assets and property of the Fund. With
respect to any claim by the Adviser for recovery of that portion
of the investment management fee (or any other liability of the
Fund arising hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms hereof or otherwise,
the Adviser shall have recourse solely against the assets of that
Portfolio to satisfy such claim and shall have no recourse
against the assets of any other Portfolio for such purpose.
12. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 11 hereof which
shall be construed in accordance with the laws of The
Commonwealth of Massachusetts) the laws of the State of Illinois.
5
<PAGE> 6
IN WITNESS WHEREOF, the Fund and the Adviser have caused
this Agreement to be executed as of the day and year first above
written.
CASH ACCOUNT TRUST
By: /s/ C.M. Kierscht
-----------------------------------
Title: President
ATTEST:
/s/ Robert J. Engling
----------------------------------
Title: Vice President & Secretary
KEMPER FINANCIAL SERVICES, INC.
By: /s/ Gerald M. Cole
-----------------------------------
Title: Senior Executive Vice President
ATTEST:
/s/ Philip J. Collora
----------------------------------
Title: Vice President & Assistant Secretary
6
<PAGE> 1
EXHIBIT 99.B6.(a)
ADMINISTRATION, SHAREHOLDER SERVICES AND
DISTRIBUTION AGREEMENT
AGREEMENT made this 1st day of December, 1990, by and
between CASH ACCOUNT TRUST, a Massachusetts business trust
(the "Fund"), and KEMPER FINANCIAL SERVICES, INC., a Delaware
corporation ("KFS").
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties
hereto as follows:
1. The Fund hereby appoints KFS to act as
administrator, distributor and principal underwriter for the
distribution of shares of beneficial interest (hereinafter
called "shares") of the Fund in jurisdictions wherein shares
of the Fund may legally be offered for sale; provided,
however, that the Fund in its absolute discretion may (a)
issue or sell shares directly to holders of shares of the
Fund upon such terms and conditions and for such
consideration, if any, as it may determine, whether in
connection with the distribution of subscription or purchase
rights, the payment or reinvestment of dividends or
distributions, or otherwise; or (b) issue or sell shares at
net asset value to the shareholders of any other investment
company, for which KFS shall act as exclusive distributor,
who wish to exchange all or a portion of their investment in
shares of such other investment company for shares of the
Fund.
KFS shall appoint various broker-dealers and other
financial services firms ("Firms") to provide a cash
management service for their clients through the Fund. The
Firms shall provide such office space and equipment,
telephone facilities, personnel, literature distribution,
advertising and promotion as is necessary or beneficial for
providing information and services to potential and existing
shareholders of the Fund and to assist the Fund's shareholder
service agent in servicing accounts of the Firm's clients who
own Fund shares ("clients"). Such services and assistance
may include, but are not limited to, establishment and
maintenance of shareholder accounts and records, processing
purchase and redemption transactions, automatic investment in
Fund shares of client account cash balances, answering
routine client inquiries regarding the Fund, assistance to
clients in changing dividend options, account designations
and addresses, and such other services as the Fund or KFS may
reasonably request. KFS may also provide some of the above
services for the Fund directly.
<PAGE> 2
This Agreement applies to the three currently authorized
series of shares of the Fund ("Portfolios"). These
Portfolios are the "Money Market Portfolio," the "Government
Securities Portfolio" and the "Tax-Exempt Portfolio."
KFS accepts such appointment and agrees during the term
hereof to render such services and to assume the obligations
herein set forth for the compensation herein provided. KFS
shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent
of the Fund. It is understood and agreed that KFS, by
separate agreement with the Fund, may also serve the Fund in
other capacities. The services of KFS to the Fund under this
Agreement are not to be deemed exclusive, and KFS shall be
free to render similar services or other services to others.
In carrying out its duties and responsibilities
hereunder, KFS will, pursuant to separate administration
services and selling group agreements ("services
agreements"), appoint various Firms to provide
administrative, distribution and other services contemplated
hereunder directly to or for the benefit of existing and
potential shareholders who may be clients of such Firms.
Such Firms shall at all times be deemed to be independent
contractors retained by KFS and not the Fund. KFS and not
the Fund will be responsible for the payment of compensation
to such Firms for such services. The services agreements
between KFS and such Firms shall be substantially in the form
attached hereto as Appendix I. The fee schedule in the
services agreement in effect for any specific Firm may be
varied from that set forth in the attached Appendix in the
discretion of KFS.
KFS will use its best efforts with reasonable promptness
to sell such part of the authorized shares of the Fund
remaining unissued as from time to time shall be effectively
registered under the Securities Act of 1933 ("Securities
Act"), at prices determined as hereinafter provided and on
terms hereinafter set forth, all subject to applicable
Federal and state laws and regulations and to the Agreement
and Declaration of Trust of the Fund. The price the Fund
shall receive for all shares purchased from the Fund shall be
the net asset value used in determining the public offering
price applicable to the sale of such shares.
2. KFS shall sell shares of the Fund to or through
qualified Firms in such manner, not inconsistent with the
provisions hereof and the then effective registration
statement of the Fund under the Securities Act (and related
prospectus), as KFS may determine from time to time, provided
2
<PAGE> 3
that no Firm or other person shall be appointed or authorized
to act as agent of the Fund without the prior consent of the
Fund. In addition to sales made by it as agent of the Fund,
KFS may, in its discretion, also sell shares of the Fund as
principal to persons with whom it does not have services
agreements.
Shares of the Fund offered for sale or sold by KFS shall
be so offered or sold at a price per share determined in
accordance with the then current prospectus relating to the
sale of such shares except as departure from such prices
shall be permitted by the rules and regulations of the
Securities and Exchange Commission; provided, however, that
any public offering price for shares of the Fund shall be the
net asset value per share. The net asset value per share of
each Portfolio of the Fund shall be determined in the manner
and at the times set forth in the then current prospectus of
the Fund relating to such shares.
KFS will require each Firm to conform to the provisions
hereof and the registration statement (and related
prospectus) at the time in effect under the Securities Act
with respect to the public offering price of the Fund's
shares, and neither KFS nor any such Firms shall withhold the
placing of purchase orders so as to make a profit thereby.
3. The Fund will use its best efforts to keep
effectively registered under the Securities Act for sale as
herein contemplated such shares as KFS shall reasonably
request and as the Securities and Exchange Commission shall
permit to be so registered. Notwithstanding any other
provision hereof, the Fund may terminate, suspend or withdraw
the offering of shares whenever, in its sole discretion, it
deems such action to be desirable.
4. The Fund will execute any and all documents and
furnish any and all information which may be reasonably
necessary in connection with the qualification of its shares
for sale (including the qualification of the Fund as a dealer
where necessary or advisable) in such states as KFS may
reasonably request (it being understood that the Fund shall
not be required without its consent to comply with any
requirement which in its opinion is unduly burdensome). The
Fund will furnish to KFS from time to time such information
with respect to the Fund and its shares as KFS may reasonably
request for use in connection with the sale of shares of the
Fund.
5. KFS shall issue and deliver or shall arrange for
various Firms to issue and deliver on behalf of the Fund such
confirmations of sales made by it as agent pursuant to this
Agreement as may be required. At or prior to the time of
3
<PAGE> 4
issuance of shares, KFS will pay or cause to be paid to the
Fund the amount due the Fund for the sale of such shares.
Certificates shall be issued or shares registered on the
transfer books of the Fund in such names and denominations as
KFS may specify.
6. KFS shall order shares of the Fund from the Fund
only to the extent that it shall have received purchase
orders therefor. KFS will not make, or authorize any Firms
or others to make, any short sales of shares of the Fund.
KFS, as agent of and for the account of the Fund, may
repurchase the shares of the Fund at such prices and upon
such terms and conditions as shall be specified in the
current prospectus of the Fund. In selling or reacquiring
shares of the Fund for the account of the Fund, KFS will in
all respects conform to the requirements of all state and
Federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., relating to such
sale or reacquisition, as the case may be, and will indemnify
and save harmless the Fund from any damage or expense on
account of any wrongful act by KFS or any employee,
representative or agent of KFS. KFS will observe and be
bound by all the provisions of the Agreement and Declaration
of Trust of the Fund (and of any fundamental policies adopted
by the Fund pursuant to the Investment Company Act of 1940,
notice of which shall have been given to KFS) which at the
time in any way require, limit, restrict or prohibit or
otherwise regulate any action on the part of KFS.
7. The Fund shall assume and pay all charges and
expenses of its operations not specifically assumed or
otherwise to be provided by KFS under this Agreement. The
Fund will pay or cause to be paid expenses (including the
fees and disbursements of its own counsel) and all taxes and
fees payable to the Federal, state or other governmental
agencies on account of the registration or qualification of
securities issued by the Fund or otherwise. The Fund will
also pay or cause to be paid expenses incident to the
issuance of shares of beneficial interest, such as the cost
of share certificates, issue taxes, and fees of the transfer
agent. KFS will pay all expenses (other than expenses which
one or more Firms may bear pursuant to any agreement with
KFS) incident to the sale and distribution of the shares
issued or sold hereunder including, without limiting the
generality of the foregoing, all expenses of printing and
distributing any prospectus and of preparing, printing and
distributing or disseminating any other literature,
advertising and selling aids in connection with the offering
of the shares for sale (except that such expenses need not
include expenses incurred by the Fund in connection with the
preparation, typesetting, printing and distribution of any
registration statement, prospectus or report or other
4
<PAGE> 5
communication to shareholders in their capacity as such) and
expenses of advertising in connection with such offering.
8. For the services and facilities described herein,
the Fund will pay to KFS at the end of each calendar month an
administration services fee computed at an annual rate of
0.60 of 1% of the average daily net assets of the Money
Market Portfolio and the Government Securities Portfolio and
at an annual rate of 0.50 of 1% of the average daily net
assets of the Tax-Exempt Portfolio. The fees shall be
charged to each Portfolio of the Fund subject to this
Agreement based upon the average daily net assets of such
Portfolio and at the annual rate applicable to such Portfolio
as provided above. For the month and year in which this
Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that
the Agreement is in effect during the month and year,
respectively.
The net asset value of each Portfolio of the Fund shall
be calculated in accordance with the provisions of the Fund's
current prospectus. On each day when net asset value is not
calculated, the net asset value of a share of any Portfolio
shall be deemed to be the net asset value of such a share as
of the close of business on the last day on which such
calculation was made for the purpose of the foregoing
computations.
9. KFS shall prepare reports for the Board of Trustees
of the Fund on a quarterly basis showing amounts paid to the
various Firms, the basis for any discretionary payments made
to such Firms and such other information as from time to time
shall be reasonably requested by the Board of Trustees.
This Agreement shall become effective on the date hereof
and shall continue until December 1, 1991 and shall continue
from year to year thereafter with respect to each Portfolio,
but only so long as such continuance is specifically approved
for each Portfolio at least annually by a vote of the Board
of Trustees of the Fund including the trustees who are not
interested persons of the Fund and who have no direct or
indirect financial interest in this Agreement or in any
agreement related to this Agreement.
This Agreement may not be amended to increase the amount
to be paid to KFS for services hereunder without the vote of
a majority of the outstanding voting securities of each
Portfolio of the Fund. All material amendments to this
Agreement must in any event be approved by a vote of the
Board of Trustees of the Fund including the trustees who are
not interested persons of the Fund and who have no direct or
indirect financial interest in this Agreement or in any
agreement related to this Agreement, cast in person at a
meeting called for such purpose.
5
<PAGE> 6
10. This Agreement shall automatically terminate in the
event of its assignment and may be terminated at any time
without the payment of any penalty by the Fund or by KFS on
sixty (60) days written notice to the other party. The Fund
may effect termination with respect to any Portfolio by a
vote of (i) a majority of the Board of Trustees, (ii) a
majority of the trustees who are not interested persons of
the Fund and who have no direct or indirect financial
interest in this Agreement or in any agreement related to
this Agreement, or (iii) a majority of the outstanding voting
securities of a Portfolio.
The terms "assignment", "interested" and "vote of a
majority of the outstanding voting securities" shall have the
meanings set forth in the Investment Company Act of 1940 and
the rules and regulations thereunder.
Termination of this Agreement shall not affect the right
of KFS to receive payments on any unpaid balance of the
compensation described in Section 8 earned prior to such
termination.
11. KFS will not use or distribute or authorize the
use, distribution or dissemination by Firms or others in
connection with the sale of the shares any statements, other
than those contained in the Fund's current prospectus, except
such supplemental literature or advertising as shall be
lawful under Federal and state securities laws and
regulations, and will furnish the Fund with copies of all
such material.
12. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise,
the remainder shall not be thereby affected.
13. Any notice under this Agreement shall be in
writing, addressed and delivered or mailed, postage prepaid,
to the other party at such address as such other party may
designate for the receipt of such notice.
14. All parties hereto are expressly put on notice of
the Fund's Agreement and Declaration of Trust and all
amendments thereto, all of which are on file with the
Secretary of The Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf
of the Fund by its representatives as such representatives
and not individually, and the obligations of the Fund
hereunder are not binding upon any of the trustees, officers
or shareholders of the Fund individually but are binding upon
only the assets and property of the Fund. With respect to
any claim by KFS for recovery of that portion of the
6
<PAGE> 7
administration services fees (or any other liability of the
Fund arising hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms hereof or
otherwise, KFS shall have recourse solely against the assets
of that Portfolio to satisfy such claim and shall have no
recourse against the assets of any other Portfolio for such
purpose.
15. This Agreement shall be construed in accordance
with applicable federal law and (except as to Section 14
hereof which shall be construed in accordance with the laws
of The Commonwealth of Massachusetts) the laws of the State
of Illinois.
16. This Agreement is the entire contract between the
parties relating to the subject matter hereof and supercedes
all prior agreements between the parties relating to the
subject matter hereof.
IN WITNESS WHEREOF, the Fund and KFS have caused this
Agreement to be executed as of the day and year first above
written.
ATTEST: CASH ACCOUNT TRUST
/s/ Philip J. Collora By: /s/ Gerald M. Cole
--------------------------- ---------------------------
Title: Assistant Secretary Title: Vice President
ATTEST: KEMPER FINANCIAL SERVICES, INC.
/s/ Robert J. Engling By: /s/ Robert T. Jackson
--------------------------- ----------------------------
Title: Secretary Title: CFO
7
<PAGE> 8
Appendix I
----------
ADMINISTRATION SERVICES AND SELLING GROUP AGREEMENT
AGREEMENT made this day of between
KEMPER FINANCIAL SERVICES, INC. ("KFS"), as administrator,
distributor and principal underwriter for CASH ACCOUNT TRUST
(the "Fund") pursuant to the Administration, Shareholder
Services and Distribution Agreement ("Administration
Agreement") and
(the "Firm").
In consideration of the mutual covenants hereinafter
contained, the parties agree as follows:
1. KFS hereby appoints the Firm to provide
administration, distribution and other services with respect
to shares of the Fund but only in those states in which
shares of the Fund may legally be sold. The Firm shall
provide a cash management service for its clients through the
Fund. The Firm shall provide such office space and
equipment, telephone facilities, personnel, literature
distribution, advertising and promotion as is necessary or
beneficial for providing information and services to existing
and potential shareholders of the Fund, and to assist the
Fund's shareholder services agent in servicing accounts of
the Firm's clients who own Fund shares ("clients"). Such
services and assistance may include, but are not limited to,
establishment and maintenance of shareholder accounts and
records, processing purchase and redemption transactions,
automatic investment in Fund shares of client account cash
balances, answering routine client inquiries regarding the
Fund, assistance to clients in changing dividend options,
account designations and addresses, and such other services
as KFS may reasonably request.
The Firm shall provide such security as is necessary to
prevent unauthorized use of any on-line computer facilities.
The Firm agrees to release, indemnify and hold harmless the
Fund and KFS, and their respective agents and
representatives, from any and all direct or indirect
liabilities or losses resulting from requests, directions,
actions or inactions of or by the Firm, its officers,
employees or agents regarding the purchase, redemption,
transfer or registration of Fund shares for accounts of the
Firm, its clients and other shareholders. Principals of the
Firm will be available to consult from time to time with KFS
concerning the administration of, and the performance of the
services contemplated by, this Agreement.
The Firm accepts such appointment and agrees during such
period to render such services and to assume the obligations
<PAGE> 9
herein set forth for the compensation herein provided. The
Firm shall for all purposes herein provided be deemed to be
an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for or
represent the Fund or KFS in any way or otherwise be deemed
an agent of the Fund or KFS.
2. As exclusive agent of the Fund, KFS offers to sell
shares of the Fund ("shares") to the Firm on the terms herein
set forth. In all sales of shares to the public, the Firm
shall act as dealer for its own account, and in no
transaction shall it have any authority to act as agent for
the issuer, for KFS or for any representative or agent of
either the Fund or KFS.
3. Orders received from the Firm will be accepted by
KFS only at the public offering price applicable to each
order as established by the then current Prospectus of the
Fund. All orders are subject to acceptance or rejection by
KFS in its sole discretion.
4. The Firm may offer and sell shares to its customers
only at the public offering price which is the net asset
value per share as described in the Fund's Prospectus.
5. By accepting this Agreement, the Firm agrees:
(a) To purchase shares only from KFS or from the
Firm's customers.
(b) That the Firm will purchase shares from KFS only
to cover purchase orders already received from
the Firm's customers, or for its own bona fide
investment.
(c) That the Firm will not purchase shares from
its customers at a price lower than the price
then quoted by or for the Fund. The Firm may
sell shares for the account of its customer to
the Fund, or to KFS as agent for the Fund, at the
price currently quoted by or for the Fund.
(d) That the Firm will not withhold placing with KFS
orders received from its customers so as to
profit itself as a result of such withholding.
6. KFS will not accept from the Firm any conditional
orders for shares.
7. Shares sold to the Firm hereunder shall be
available against payment in the manner described in the
Fund's Prospectus unless other instructions have been given.
8. No person is authorized to make any representations
concerning shares of the Fund except those contained in the
2
<PAGE> 10
current Prospectus of the Fund and in printed information
subsequently issued by the Fund or by KFS as information
supplemental to such Prospectus.
9. All sales will be made subject to receipt by KFS of
shares from the Fund. KFS reserves the right, in its
discretion, without notice, to suspend sales or withdraw the
offering of shares entirely, or to modify, cancel or change
the terms of this Agreement.
10. The Firm's acceptance of this Agreement constitutes
a representation (i) that it is a registered security dealer
and a member in good standing of the National Association of
Securities Dealers, Inc. ("NASD") and that it agrees to
comply with all applicable state and federal laws, rules and
regulations applicable to transactions hereunder and to the
Rules of Fair Practice of the NASD, including specifically
Section 26, Article III thereof, or (ii) if it is offering
and selling shares of the Fund only in jurisdictions outside
of the several states, territories and possessions of the
United States and is not otherwise required to be a member of
the NASD, that it nevertheless agrees to conduct its business
in accordance with the spirit of the Rules of Fair Practice
of the NASD, and to observe the laws and regulations of the
applicable jurisdiction. The Firm likewise agrees that it
will not offer or sell shares of the Fund in any state or
other jurisdiction in which they may not lawfully be offered
for sale.
11. For the services and facilities described in this
Agreement, KFS will pay a fee to the Firm after the end of
each month at the annual rate applicable to the average
aggregate daily net asset value of the Fund shares in the
accounts for which the Firm provides services in accordance
with the schedule below.
<TABLE>
<CAPTION>
Applicable Fee
Portfolio Rate (Annualized)
--------- -----------------
<S> <C>
Money Market and Government Securities
Portfolios .60 of 1%
Tax-Exempt Portfolio .50 of 1%
</TABLE>
In computing the Firm's fee, one-twelfth of the applicable
fee rate set forth above shall be applied to the average
3
<PAGE> 11
aggregate daily net asset value of shares of the applicable
Portfolio of the Fund in accounts for which the firm provides
services for the month in question. Each month's fee shall
be determined independently of every other month's fee. KFS
may in its sole discretion from time to time pay additional
amounts to the Firm, either on the basis of a percentage of
the average aggregate daily net asset value of shares of the
Portfolios of the Fund in accounts serviced by such Firm or
as fixed dollar amounts. For the month in which this
Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that
the Agreement is in effect during the month. The fee
schedule may be modified or supplemented from time to time by
KFS by notice to the Firm.
12. The Firm shall prepare such quarterly reports for
KFS as shall reasonably be requested by KFS.
13. This Agreement shall become effective on the date
hereof and shall continue in effect until terminated. This
Agreement shall automatically terminate in the event of its
assignment and upon any termination of the Administration
Agreement. It may be terminated at any time by the Firm or
by KFS on thirty (30) days written notice.
14. The Firm acknowledges that KFS may enter into
similar agreements with others without the consent of the
Firm.
15. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise,
the remainder shall not be affected thereby.
16. All communications to KFS shall be sent to 120
South LaSalle Street, Chicago, Illinois 60603. Any notice
to the Firm shall be duly given if mailed or telegraphed to
the address specified below. This Agreement shall be
construed in accordance with the laws of Illinois.
The Firm Kemper Financial Services, Inc.
By: By:
------------------------- ----------------------------
Title: Title:
---------------------- -------------------------
Firm's Address:
----------------------------
----------------------------
4
<PAGE> 1
EXHIBIT 99.B6.(b)
ADMINISTRATION SERVICES AND SELLING GROUP AGREEMENT
AGREEMENT made this ____ day of _________________ between
KEMPER DISTRIBUTORS, INC. ("KDI"), as administrator, distributor
and principal underwriter for the "Fund" specified in the
Agreement (see attached exhibit), pursuant to the Administration,
Shareholder Services and Distribution Agreement ("Administration
Agreement") and __________________ ________________________ (the
"Firm").
In consideration of the mutual covenants hereinafter
contained, the parties agree as follows:
1. KDI hereby appoints the Firm to provide administration,
distribution and other services with respect to shares of the
Fund but only in those states in which shares of the Fund may
legally be sold. The Firm shall provide a cash management
service for its clients through the Fund. The Firm shall provide
such office space and equipment, telephone facilities, personnel,
literature distribution, advertising and promotion as is
necessary or beneficial for providing information and services to
existing and potential shareholders of the Fund, and to assist
the Fund's shareholder services agent in servicing accounts of
the Firm's clients who own Fund shares ("clients"). Such
services and assistance may include, but are not limited to,
establishment and maintenance of shareholder accounts and
records, processing purchase and redemption transactions,
automatic investment in Fund shares of client account cash
balances, answering routine client inquiries regarding the Fund,
assistance to clients in changing dividend options, account
designations and addresses, and such other services as KDI may
reasonably request.
The Firm shall provide such security as is necessary to
prevent unauthorized use of any on-line computer facilities. The
Firm agrees to release, indemnify and hold harmless the Fund and
KDI, and their respective agents and representatives, from any
and all direct or indirect liabilities or losses resulting from
requests, directions, actions or inactions of or by the Firm, its
officers, employees or agents regarding the purchase, redemption,
transfer or registration of Fund shares for accounts of the Firm,
its clients and other shareholders. Principals of the Firm will
be available to consult from time to time with KDI concerning the
administration of, and the performance of the services
contemplated by, this Agreement.
The Firm accepts such appointment and agrees during such
period to render such services and to assume the obligations
herein set forth for the compensation herein provided. The Firm
<PAGE> 2
shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent
the Fund or KDI in any way or otherwise be deemed an agent of the
Fund or KDI.
2. As exclusive agent of the Fund, KDI offers to sell
shares of the Fund ("shares") to the Firm on the terms herein set
forth. In all sales of shares to the public, the Firm shall act
as dealer for its own account, and in no transaction shall it
have any authority to act as agent for the issuer, for KDI or for
any representative or agent of either the Fund or KDI.
3. Orders received from the Firm will be accepted by KDI
only at the public offering price applicable to each order as
established by the then current Prospectus of the Fund. All
orders are subject to acceptance or rejection by KDI in its sole
discretion.
4. The Firm may offer and sell shares to its customers
only at the public offering price which is the net asset value
per share as described in the Fund's Prospectus.
5. By accepting this Agreement, the Firm agrees:
(a) To purchase shares only from KDI or from the
Firm's customers.
(b) That the Firm will purchase shares from KDI only
to cover purchase orders already received from the
Firm's customers, or for its own bona fide
investment.
(c) That the Firm will not purchase shares from its
customers at a price lower than the price then
quoted by or for the Fund. The Firm may sell
shares for the account of its customer to the
Fund, or to KDI as agent for the Fund, at the
price currently quoted by or for the Fund.
(d) That the Firm will not withhold placing with KDI
orders received from its customers so as to profit
itself as a result of such withholding.
6. KDI will not accept from the Firm any conditional
orders for shares.
7. Shares sold to the Firm hereunder shall be available
against payment in the manner described in the Fund's Prospectus
unless other instructions have been given.
8. No person is authorized to make any representations
concerning shares of the Fund except those contained in the
current Prospectus of the Fund and in printed information
-2-
<PAGE> 3
subsequently issued by the Fund or by KDI as information
supplemental to such Prospectus.
9. All sales will be made subject to receipt by KDI of
shares from the Fund. KDI reserves the right, in its discretion,
without notice, to suspend sales or withdraw the offering of
shares entirely, or to modify, cancel or change the terms of this
Agreement.
10. The Firm's acceptance of this Agreement constitutes a
representation (i) that it is a registered security dealer and a
member in good standing of the National Association of Securities
Dealers, Inc. ("NASD") and that it agrees to comply with all
applicable state and federal laws, rules and regulations
applicable to transactions hereunder and to the Rules of Fair
Practice of the NASD, including specifically Section 26, Article
III thereof, or (ii) if it is offering and selling shares of the
Fund only in jurisdictions outside of the several states,
territories and possessions of the United States and is not
otherwise required to be a member of the NASD, that it
nevertheless agrees to conduct its business in accordance with
the spirit of the Rules of Fair Practice of the NASD, and to
observe the laws and regulations of the applicable jurisdiction.
The Firm likewise agrees that it will not offer or sell shares of
the Fund in any state or other jurisdiction in which they may not
lawfully be offered for sale.
11. For the services and facilities described in this
Agreement, KDI will pay a fee to the Firm after the end of each
month at the annual rate applicable to the average aggregate
daily net asset value of the Fund shares in the accounts for
which the Firm provides services in accordance with the attached
schedule.
12. The Firm shall prepare such quarterly reports for KDI
as shall reasonably be requested by KDI.
13. This Agreement shall become effective on the date
hereof and shall continue in effect until terminated. This
Agreement shall automatically terminate in the event of its
assignment and upon any termination of the Administration
Agreement. It may be terminated at any time by the Firm or by
KDI on thirty (30) days written notice.
14. The Firm acknowledges that KDI may enter into similar
agreements with others without the consent of the Firm.
15. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be affected thereby.
-3-
<PAGE> 4
16. All communications to KDI should be sent to 120 South
LaSalle Street, Chicago, Illinois 60603. Any notice to the Firm
shall be duly given if mailed or telegraphed to the address
specified below. This Agreement shall be construed in accordance
with the laws of Illinois.
The Firm Kemper Distributors, Inc.
By: _________________________ By: ___________________________
Title: _____________________ Title: ________________________
Firm's Address: _____________________________
_____________________________
-4-
<PAGE> 5
Exhibit #__ of __
FUND: Cash Account Trust
- -----------------------------
FEE SCHEDULE
<TABLE>
<CAPTION>
Applicable Fee
Portfolio Rate (Annualized)
- --------- -----------------
<S> <C>
Money Market and Government Securities Portfolios .60 of 1%
Tax-Exempt Portfolio ............................ .50 of 1%
</TABLE>
In computing the Firm's fee, one-twelfth of the applicable fee rate set
forth above shall be applied to the average aggregate daily net asset
value of shares of the applicable Portfolio of the Fund in accounts for
which the Firm provides services for the month in question. Each
month's fee shall be determined independently of every other month's
fee. For the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the
number of days that the Agreement is in effect during the month. The
fee schedule may be modified or supplemented from time to time by KDI by
notice to the Firm.
-5-
<PAGE> 1
EXHIBIT 99.B6.(c)
ASSIGNMENT AND ASSUMPTION
ASSIGNMENT AND ASSUMPTION ("Assignment and Assumption") made
and entered into as of February 1, 1995 by and between Kemper
Financial Services, Inc., a Delaware corporation ("Assignor"),
and Kemper Distributors, Inc., a Delaware corporation
("Assignee").
WHEREAS, Assignor serves as principal underwriter for Cash
Account Trust, a Massachusetts business trust (the "Fund"),
pursuant to that certain Administration, Shareholder Services and
Distribution Agreement dated December 1, 1990 by and between
Assignor and the Fund (the "Agreement");
WHEREAS, Assignee is a wholly-owned subsidiary of Assignor;
WHEREAS, It has been proposed that the rights, duties and
responsibilities of Assignor under the Agreement be transferred
to and assumed by Assignee;
WHEREAS, The Fund has determined that such transfer of
rights, duties and responsibilities is reasonable and in the best
interests of the Fund and the Fund's shareholders; and
NOW, THEREFORE, in consideration of the covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. Assignment and Assumption. Assignor assigns and
transfers to Assignee all of Assignor's rights, interests,
liabilities, duties and obligations under the Agreement
("Assigned Rights and Obligations"). Assignee accepts the
foregoing assignment and transfer of the Assigned Rights and
Obligations and agrees to assume, pay, perform and otherwise be
fully responsible for the same.
2. Further Assurances. From time to time, at the request
of either party, the other party will execute and deliver such
further instruments of assignment, transfer and assumption and
take such further action as may be required to assign, transfer
and assume the Assigned Rights and Obligations.
3. Applicable Law. This Assignment and Assumption shall be
governed by the laws of the State of Illinois.
4. Amendments. This Assignment and Assumption may only be
amended by the written agreement of the parties.
<PAGE> 2
IN WITNESS WHEREOF, the parties have each caused this
Assignment and Assumption to be executed on its behalf by a duly
authorized officer as of the date first written above.
KEMPER FINANCIAL SERVICES, INC.
By: /s/ Patrick H. Dudasik
---------------------------
Its: Senior Vice President
KEMPER DISTRIBUTORS, INC.
By: /s/ James L. Greenawalt
---------------------------
Its: Executive Vice President
The undersigned hereby acknowledges and consents to the foregoing
Assignment and Assumption as of February 1, 1995.
CASH ACCOUNT TRUST
By: /s/ John E. Peters
------------------------------
Its: Vice President
-2-
<PAGE> 1
EXHIBIT 99.B8.
CUSTODY AGREEMENT
AGREEMENT, made the 1st day of March, 1995 by and between
Cash Account Trust, a Massachusetts business trust having its
principal place of business at 120 South LaSalle Street, Chicago,
Illinois 60603 ("Fund") and Investors Fiduciary Trust Company, a
trust company organized and existing under the laws of Missouri,
having its principal place of business at Kansas City, Missouri
("Custodian").
WHEREAS, Fund wants to appoint Investors Fiduciary Trust
Company as Custodian to have custody of the Fund's portfolio
securities and monies pursuant to this Agreement; and
WHEREAS, Investors Fiduciary Trust Company wants to accept
such appointment;
NOW, THEREFORE, for and in consideration of the mutual
promises contained herein, the parties hereto, intending to be
legally bound, mutually covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN.
Fund hereby constitutes and appoints Investors Fiduciary
Trust Company as Custodian of Fund which is to include:
A. Custody of the securities and monies at any time
owned by Fund; and
B. Performing certain accounting and record keeping
functions relating to its function as Custodian for Fund and
each of its Portfolios.
2. DELIVERY OF CORPORATE DOCUMENTS.
Fund has delivered or will deliver to Custodian prior to the
effective date of this Agreement, copies of the following
documents and all amendments or supplements thereto,
properly certified or authenticated:
A. Resolutions of the Board of Trustees of Fund
appointing Investors Fiduciary Trust Company as Custodian
hereunder and approving the form of this Agreement; and
B. Resolutions of the Board of Trustees of Fund
authorizing certain persons to give instructions on behalf
of Fund to Custodian and authorizing Custodian to rely upon
written instructions over their signatures.
<PAGE> 2
3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
A. Delivery of Assets
Fund will deliver or cause to be delivered to Custodian
on the effective date of this Agreement, or as soon
thereafter as practicable, and from time to time thereafter,
all portfolio securities acquired by it and monies then
owned by it except as permitted by the Investment Company
Act of 1940 ("1940 Act") or from time to time coming into
its possession during the time this Agreement shall continue
in effect. Custodian shall have no responsibility or
liability whatsoever for or on account of securities or
monies not so delivered. All securities so delivered to
Custodian (other than bearer securities) shall be registered
in the name of Fund or its nominee, or of a nominee of
Custodian, or shall be properly endorsed and in form for
transfer satisfactory to Custodian.
B. Safekeeping
Custodian will receive delivery of and keep safely the
assets of Fund delivered to it from time to time. Custodian
will not deliver any such assets to any person except as
permitted by the provisions of this Agreement or any
agreement executed by it according to the terms of this
Agreement. Custodian shall be responsible only for the
monies and securities of Fund held directly by it or its
nominees or sub-custodian under this Agreement; provided
that Custodian's responsibility for any sub-custodian
appointed at the Fund's direction for purposes of (i)
effecting third-party repurchase transactions with banks,
brokers, dealers, or other entities through the use of a
common custodian or sub-custodian; or (ii) providing
depository and clearing agency services with respect to
certain variable rate demand note securities ("special sub-
custodian") shall be further limited as set forth in this
Agreement. Custodian may participate directly or indirectly
through a sub-custodian in the Depository Trust Company, the
Treasury/Federal Reserve Book Entry System, the Participants
Trust Company and any other securities depository approved
by the Board of Trustees of the Fund, subject to compliance
with the provisions of Rule 17f-4 under the 1940 Act
including, without limitation, the specific provisions of
subsections (a) (1) through (d) (4) thereof.
C. Registration of Securities
Custodian will hold stocks and other registerable
portfolio securities of Fund registered in the name of Fund
or in the name of any nominee of Custodian for whose
fidelity and liabilities Custodian shall be fully
2
<PAGE> 3
responsible, or in street certificate form, so-called, with
or without any indication of fiduciary capacity. Unless
otherwise instructed, Custodian will register all such
portfolio securities in the name of its authorized nominee.
D. Exchange of Securities
Upon receipt of instructions, Custodian will exchange,
or cause to be exchanged, portfolio securities held by it
for the account of Fund for other securities or cash issued
or paid in connection with any reorganization,
recapitalization, merger, consolidation, split-up of shares,
change of par value, conversion or otherwise, and will
deposit any such securities in accordance with the terms of
any reorganization or protective plan. Without
instructions, Custodian is authorized to exchange securities
held by it in temporary form for securities in definitive
form, to effect an exchange of shares when the par value of
the stock is changed, and, upon receiving payment therefore,
to surrender bonds or other securities held by it at
maturity or when advised of earlier call for redemption,
except that Custodian shall receive instructions prior to
surrendering any convertible security.
E. Purchases or Sales of Investments of Fund
Fund shall, on each business day on which a purchase or
sale of a portfolio security shall be made by it, deliver to
Custodian instructions which shall specify with respect to
each such transaction:
(1) The name of the issuer and description of the security;
(2) The number of shares or the principal amount purchased
or sold, and accrued interest, if any;
(3) The trade date;
(4) The settlement date;
(5) The date when the securities sold were purchased by
Fund or other information identifying the securities
sold and to be delivered;
(6) The price per unit and the brokerage commission, taxes
and other expenses in connection with the transaction;
(7) The total amount payable or receivable upon such
transaction; and
(8) The name of the person from whom or the broker or
dealer through whom the transaction was made.
3
<PAGE> 4
In accordance with such purchase instructions, Custodian
shall pay for out of monies held for the account of Fund,
but only insofar as monies are available therein for such
purpose, and receive the portfolio securities so purchased
by or for the account of Fund. Such payment shall be made
only upon receipt by Custodian of the securities so
purchased in form for transfer satisfactory to Custodian.
In accordance with such sales instructions, Custodian will
deliver or cause to be delivered the securities thus
designated as sold for the account of Fund to the broker or
other person specified in the instructions relating to such
sale, such delivery to be made only upon receipt of payment
therefor in such form as shall be satisfactory to Custodian,
with the understanding that Custodian may deliver or cause
to be delivered securities for payment in accordance with
the customs prevailing among dealers in securities.
F. Purchases or Sales of Options and Futures
Transactions
Fund will, on each business day on which a purchase or
sale of the following options and/or futures shall be made
by it, deliver to Custodian instructions which shall specify
with respect to each such purchase or sale:
(1) Securities Options
(a) The underlying security;
(b) The price at which purchased or sold;
(c) The expiration date;
(d) The number of contracts;
(e) The exercise price;
(f) Whether opening, exercising, expiring or closing
the transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased;
(i) Market on which option traded; and
(j) Name and address of the broker or dealer through
whom the sale or purchase was made.
(2) Options on Indices
(a) The index;
(b) The price at which purchased or sold;
(c) The exercise price;
(d) The premium;
(e) The multiple;
(f) The expiration date;
(g) Whether the transaction is an opening, exercising,
expiring or closing transaction;
(h) Whether the transaction involves a put or call;
4
<PAGE> 5
(i) Whether the option is written or purchased; and
(j) Name and address of the broker or dealer through
whom the sale or purchase was made.
(3) Securities Index Futures Transactions
(a) The last trading date specified in the contract
and, when available, the closing level, thereof;
(b) The index level on the date the contract is
entered into;
(c) The multiple;
(d) Any margin requirements;
(e) The need for a segregated margin account (in
addition to instructions; and, if not already in
the possession of Custodian, Fund shall deliver a
substantially complete and executed custodial
safekeeping account and procedural agreement which
shall be incorporated into this Custody
Agreement); and
(f) The name and address of the futures commission
merchant through whom the sale or purchase was
made.
(4) Options on Index Futures Contracts
(a) The underlying index futures contract;
(b) The premium;
(c) The expiration date;
(d) The number of options;
(e) The exercise price;
(f) Whether the transaction involves an opening,
exercising, expiring or closing transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased; and
(i) The market on which the option is traded.
G. Securities Pledged to Secure Loans
(1) Upon receipt of instructions, Custodian will
release or cause to be released securities held in custody
to the pledgee designated in such instructions by way of
pledge or hypothecation to secure any loan incurred by Fund;
provided, however, that the securities shall be released
only upon payment to Custodian of the monies borrowed,
except that in cases where additional collateral is required
to secure a borrowing already made, further securities may
be released or caused to be released for that purpose upon
receipt of instructions. Upon receipt of instructions,
Custodian will pay, but only from funds available for such
purpose, any such loan upon redelivery to it of the
securities pledged or hypothecated therefor and upon
surrender of the note or notes evidencing such loan.
5
<PAGE> 6
(2) Upon receipt of instructions, Custodian will
release securities held in custody to the borrower
designated in such instructions; provided, however, that the
securities shall be released only upon deposit with
Custodian of full cash collateral as specified in such
instructions, and that Fund will retain the right to any
dividends, interest or distribution on such loaned
securities. Upon receipt of instructions and the loaned
securities, Custodian will release the cash collateral to
the borrower.
H. Routine Matters
Custodian will, in general, attend to all routine and
mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with
securities or other property of Fund except as may be
otherwise provided in this Agreement or directed from time
to time by the Board of Trustees of Fund.
I. Demand Deposit Account
Custodian will open and maintain a demand deposit
account or accounts in the name of Custodian, subject only
to draft or order by Custodian upon receipt of instructions.
All monies received by Custodian from or for the account of
Fund shall be deposited in said account or accounts.
When properly authorized by a resolution of the Board
of Trustees of Fund, Custodian may open and maintain an
additional demand deposit account or accounts in such other
banks or trust companies as may be designated in such
resolution, such accounts, however, to be in the name of
Custodian and subject only to its draft or order.
J. Income and Other Payments to Fund
Custodian will:
(1) collect, claim and receive and deposit for the
account of Fund all income and other payments which become
due and payable on or after the effective date of this
Agreement with respect to the securities deposited under
this Agreement, and credit the account of Fund with such
income on the payable date;
(2) execute ownership and other certificates and
affidavits for all federal, state and local tax purposes in
connection with the collection of bond and note coupons; and
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<PAGE> 7
(3) take such other action as may be necessary or
proper in connection with:
(a) the collection, receipt and deposit of such income
and other payments, including but not limited to the
presentation for payment of:
(1) all coupons and other income items requiring
presentation;
(2) all other securities which may mature or be
called, redeemed, retired or otherwise become
payable and regarding which the Custodian has
actual knowledge, or notice of which is contained
in publications of the type to which it normally
subscribes for such purpose; and
(b) the endorsement for collection, in the name of
Fund, of all checks, drafts or other negotiable
instruments.
Custodian, however, shall not be required to institute
suit or take other extraordinary action to enforce
collection except upon receipt of instructions and upon
being indemnified to its satisfaction against the costs and
expenses of such suit or other actions. Custodian will
receive, claim and collect all stock dividends, rights and
other similar items and deal with the same pursuant to
instructions. Unless prior instructions have been received
to the contrary, Custodian will, without further
instructions, sell any rights held for the account of Fund
on the last trade date prior to the date of expiration of
such rights.
K. Payment of Dividends and Other Distributions
On the declaration of any dividend or other
distribution on the shares of beneficial interest of any
Portfolio ("Portfolio Shares") by the Board of Trustees of
Fund, Fund shall deliver to Custodian instructions with
respect thereto, including a copy of the Resolution of said
Board of Trustees certified by the Secretary or an Assistant
Secretary of Fund wherein there shall be set forth the
record date as of which shareholders are entitled to receive
such dividend or distribution, and the amount payable per
share on such dividend or distribution.
On the date specified in such Resolution for the
payment of such dividend or other distribution, Custodian
shall pay out of the monies held for the account of Fund,
insofar as the same shall be available for such purposes,
and credit to the account of the Dividend Disbursing Agent
7
<PAGE> 8
for Fund, such amount as may be necessary to pay the amount
per share payable in cash on Portfolio Shares issued and
outstanding on the record date established by such
Resolution.
L. Portfolio Shares Purchased by Fund
Whenever any Portfolio Shares are purchased by Fund,
Fund or its agent shall advise Custodian of the aggregate
dollar amount to be paid for such shares and shall confirm
such advice in writing. Upon receipt of such advice,
Custodian shall charge such aggregate dollar amount to the
custody account of Fund and either deposit the same in the
account maintained for the purpose of paying for the
purchase of Portfolio Shares or deliver the same in
accordance with such advice.
M. Portfolio Shares Purchased from Fund
Whenever Portfolio Shares are purchased from Fund, Fund
will deposit or cause to be deposited with Custodian the
amount received for such shares. Custodian shall not have
any duty or responsibility to determine that Fund Shares
purchased from Fund have been added to the proper
shareholder account or accounts or that the proper number of
such shares have been added to the shareholder records.
N. Proxies and Notices
Custodian will promptly deliver or mail to Fund all
proxies properly signed, all notices of meetings, all proxy
statements and other notices, requests or announcements
affecting or relating to securities held by Custodian for
Fund and will, upon receipt of instructions, execute and
deliver or cause its nominee to execute and deliver such
proxies or other authorizations as may be required. Except
as provided by this Agreement or pursuant to instructions
hereafter received by Custodian, neither it nor its nominee
shall exercise any power inherent in any such securities,
including any power to vote the same, or execute any proxy,
power of attorney, or other similar instrument voting any of
such securities, or give any consent, approval or waiver
with respect thereto, or take any other similar action.
O. Disbursements
Custodian will pay or cause to be paid insofar as funds
are available for the purpose, bills, statements and other
obligations of Fund (including but not limited to
obligations in connection with the conversion, exchange or
surrender of securities owned by Fund, interest charges,
variation margin, dividend disbursements, taxes, management
8
<PAGE> 9
fees, administration-distribution fees, custodian fees,
legal fees, auditors' fees, transfer agents' fees, brokerage
commissions, compensation to personnel, and other operating
expenses of Fund) pursuant to instructions of Fund setting
forth the name of the person to whom payment is to be made,
the amount of the payment, and the purpose of the payment.
P. Books, Records and Accounts
Custodian acknowledges that all the records it shall
prepare and maintain pursuant to this Agreement shall be the
property of Fund and that upon request of Fund it shall make
Fund's records available to it, along with such other
information and data as are reasonably requested by Fund,
for inspection, audit or copying, or turn said records over
to Fund.
Custodian shall, within a reasonable time, render to
Fund as of the close of business on each day, a detailed
statement of the amounts received or paid and of securities
received or delivered for the account of Fund during said
day. Custodian shall, from time to time, upon request by
Fund, render a detailed statement of the securities and
monies held for Fund under this Agreement, and Custodian
shall maintain such books and records as are necessary to
enable it do so and shall permit such persons as are
authorized by Fund, including Fund's independent public
accountants, to examine such records or to confirm the
contents of such records; and, if demanded, shall permit
federal and state regulatory agencies to examine said
securities, books and records. Upon the written
instructions of Fund or as demanded by federal or state
regulatory agencies, Custodian shall instruct any sub-
custodian to permit such persons as are authorized by Fund
to examine the books, records and securities held by such
sub-custodian which relate to Fund.
Q. Appointment of Sub-Custodian
Notwithstanding any other provisions of this Agreement,
all or any of the monies or securities of Fund may be held
in Custodian's own custody or in the custody of one or more
other banks or trust companies acting as sub-custodians as
may be approved by resolutions of Fund's Board of Trustees,
evidenced by a copy thereof certified by the Secretary or
Assistant Secretary of Fund. Any sub-custodian must have
the qualifications required for custodians under the 1940
Act unless exempted therefrom. Any sub-custodian may
participate directly or indirectly in the Depository Trust
Company, the Treasury/Reserve Book Entry System, the
Participants Trust Company and any other securities
depository approved by the Board of Trustees of the Fund to
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<PAGE> 10
the same extent and subject to the same conditions as
provided hereunder. Neither Custodian nor sub-custodian
shall be entitled to reimbursement by Fund for any fees or
expenses of any sub-custodian; provided that Custodian shall
not be liable for, and Fund shall hold Custodian harmless
from, the expenses of any special sub-custodian. The
appointment of a sub-custodian shall not relieve Custodian
of any of its obligations hereunder; provided that Custodian
shall be responsible to Fund for any loss, damage, or
expense suffered or incurred by Fund resulting from the
actions or omissions of a special sub-custodian only to the
extent the special sub-custodian is liable to Custodian.
R. Multiple Portfolios
If Fund shall issue shares of more than one Portfolio
during the term hereof, Custodian agrees that all securities
and other assets of Fund shall be segregated by Portfolio
and all books and records, account values or actions shall
be maintained, held, made or taken, as the case may be,
separately for each Portfolio.
4. INSTRUCTIONS.
A. The term "instructions", as used herein, means
written or oral instructions to Custodian from an authorized
person of Fund. Certified copies of resolutions of the
Board of Trustees of Fund naming one or more persons
authorized to give instructions in the name and on behalf of
Fund may be received and accepted by Custodian as conclusive
evidence of the authority of any person so to act and may be
considered to be in full force and effect (and Custodian
shall be fully protected in acting in reliance thereon)
until receipt by Custodian of notice to the contrary.
Unless the resolution authorizing any person to give
instructions specifically requires that the approval of
anyone else shall first have been obtained, Custodian shall
be under no obligation to inquire into the right of the
person giving such instructions to do so. Notwithstanding
any of the foregoing provisions of this Section 4, no
authorizations or instructions received by Custodian from
Fund shall be deemed to authorize or permit any trustee,
officer, employee, or agent of Fund to withdraw any of the
securities or monies of Fund upon the mere receipt of
instructions from such trustee, officer, employee or agent.
B. No later than the next business day immediately
following each oral instruction referred to herein, Fund
shall give Custodian written confirmation of each such oral
instruction. Either party may electronically record any
oral instruction whether given in person or via telephone.
10
<PAGE> 11
5. LIMITATION OF LIABILITY OF CUSTODIAN
A. Custodian shall hold harmless and indemnify Fund
from and against any loss or liability arising out of
Custodian's failure to comply with the terms of this
Agreement or arising out of Custodian's negligence, willful
misconduct, or bad faith. Custodian may request and obtain
the advice and opinion of counsel for Fund or of its own
counsel with respect to questions or matters of law, and it
shall be without liability to Fund for any action taken or
omitted by it in good faith, in conformity with such advice
or opinion.
B. If Fund requires Custodian in any capacity to
take, with respect to any securities, any action which
involves the payment of money by it, or which in Custodian's
opinion might make it or its nominee liable for payment of
monies or in any other way, Custodian shall be and be kept
indemnified by Fund in an amount and form satisfactory to
Custodian against any liability on account of such action.
C. Custodian shall be entitled to receive, and Fund
agrees to pay to Custodian, on demand, reimbursement for
such cash disbursements, costs and expenses as may be agreed
upon from time to time by Custodian and Fund.
D. Custodian shall be protected in acting as
custodian hereunder upon any instructions, advice, notice,
request, consent, certificate or other instrument or paper
reasonably appearing to it to be genuine and to have been
properly executed and shall, unless otherwise specifically
provided herein, be entitled to receive as conclusive proof
of any fact or matter required to be ascertained from Fund
hereunder, a certificate signed by Fund's President, or
other officer specifically authorized for such purpose.
E. Without limiting the generality of the foregoing,
Custodian shall be under no duty or obligation to inquire
into, and shall not be liable for:
(1) The validity of the issue of any securities
purchased by or for Fund, the legality of the purchase
thereof or evidence of ownership required by Fund to be
received by Custodian, or the propriety of the decision
to purchase or amount paid therefor;
(2) The legality of the sales of any securities
by or for Fund, or the propriety of the amount paid
therefor;
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<PAGE> 12
(3) The legality of the issue or sale of any
shares of Fund, or the sufficiency of the amount to be
received therefor;
(4) The legality of the purchase of any shares of
Fund, or the propriety of the amount to be paid
therefor; or
(5) The legality of the declaration of any
dividend by Fund, or the legality of the issue of any
shares of Fund in payment of any share dividend.
F. Custodian shall not be liable for, or considered
to be the custodian of, any money represented by any check,
draft, wire transfer, clearing house funds, uncollected
funds, or instrument for the payment of money received by it
on behalf of Fund, until Custodian actually receives such
money, provided only that it shall advise Fund promptly if
it fails to receive any such money in the ordinary course of
business, and use its best efforts and cooperate with Fund
toward the end that such money shall be received.
G. Subject to the obligations of Custodian under
Section 3.B. hereof, Custodian shall not be responsible for
loss occasioned by the acts, neglects, defaults or
insolvency of any broker, bank, trust company, or any other
person with whom Custodian may deal in the absence of negli-
gence, misconduct or bad faith on the part of Custodian.
H. Custodian or any sub-custodian shall provide Fund
for its approval by its Board of Trustees agreements with
banks or trust companies which will act as sub-custodian for
Fund pursuant to this Agreement; and, as set forth in
Section 3.B hereof, Custodian shall be responsible for the
monies and securities of the Fund held by it or its nominees
or sub-custodians under this Agreement, but not for monies
and securities of the Fund held by any special sub-custodian
except to the extent the special sub-custodian is liable to
Custodian.
6. COMPENSATION.
Fund shall pay to Custodian such compensation at such times
as may from time to time be agreed upon in writing by Custodian
and Fund. Custodian may charge such compensation against monies
held by it for the account of Fund. Custodian shall also be
entitled, notwithstanding the provisions of Sections 5B or 5C
hereof, to charge against any monies held by it for the account
of Fund the amount of any loss, damage, liability or expense for
which it shall be entitled to reimbursement under the provisions
of this Agreement. Custodian shall not be entitled to
reimbursement by Fund for any loss or expenses of any sub-
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<PAGE> 13
custodian; provided that Custodian shall not be liable for, and
Fund shall hold Custodian harmless from, the expenses of any
special sub-custodian.
7. TERMINATION.
Either party to this Agreement may terminate the same by
notice in writing, delivered or mailed, postage prepaid, to the
other party hereto and received not less than sixty (60) days
prior to the date upon which such termination shall take effect.
Upon termination of this Agreement, Fund shall pay to Custodian
such compensation for its reimbursable disbursements, costs and
expenses paid or incurred to such date and Fund shall use its
best efforts to obtain a successor custodian. Unless the holders
of a majority of the outstanding shares of Fund vote to have the
securities, funds and other properties held under this Agreement
delivered and paid over to some other person, firm or corporation
specified in the vote, having not less than Two Million Dollars
($2,000,000) aggregate capital, surplus and undivided profits, as
shown by its last published report, and meeting such other
qualifications for custodian as set forth in the Bylaws of Fund,
the Board of Trustees of Fund shall, forthwith upon giving or
receiving notice of termination of this Agreement, appoint as
successor custodian a bank or trust company having such
qualifications. Custodian shall, upon termination of this
Agreement, deliver to the successor custodian so specified or
appointed, at custodian's office, all securities then held by
Custodian hereunder, duly endorsed and in form for transfer, and
all funds and other properties of Fund deposited with or held by
Custodian hereunder, and shall cooperate in effecting changes in
book-entries at the Depository Trust Company, the
Treasury/Federal Reserve Book-Entry System, the Participants
Trust Company and any other securities depository holding assets
of the Fund. In the event no such vote has been adopted by the
shareholders of Fund and no written order designating a successor
custodian shall have been delivered to Custodian on or before the
date when such termination shall become effective, then Custodian
shall deliver the securities, funds and properties of Fund to a
bank or trust company at the selection of Custodian and meeting
the qualifications for custodian, if any, set forth in the Bylaws
of Fund and having not less than Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits, as shown by its
last published report. Upon either such delivery to a successor
custodian, Custodian shall have no further obligations or
liabilities under this Agreement. Thereafter such bank or trust
company shall be the successor custodian under this Agreement and
shall be entitled to reasonable compensation for its services.
In the event that no such successor custodian can be found, Fund
will submit to its shareholders, before permitting delivery of
the cash and securities owned by Fund to anyone other than a
successor custodian, the question of whether Fund shall be
liquidated or shall function without a custodian. Not-
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<PAGE> 14
withstanding the foregoing requirement as to delivery upon
termination of this Agreement, Custodian may make any other
delivery of the securities, funds and property of Fund which
shall be permitted by the 1940 Act and Fund's Agreement and
Declaration of Trust and Bylaws then in effect. Except as
otherwise provided herein, neither this Agreement nor any portion
thereof may be assigned by Custodian without the consent of Fund,
authorized or approved by a resolution of its Board of Trustees.
8. NOTICES.
Notices, requests, instructions and other writings received
by Fund at 120 South LaSalle Street, Chicago, Illinois 60603 or
at such other address as Fund may have designated by certified
resolution of the Board of Trustees to Custodian and notices,
requests, instructions and other writings received by Custodian
at its offices at 21 West 10th Street, Kansas City, Missouri
64105, or to such other address as it may have designated to Fund
in writing, shall be deemed to have been properly given
hereunder.
9. MISCELLANEOUS.
A. This Agreement is executed and delivered in the
State of Missouri and shall be governed by the laws of the
State of Missouri (except as to Section 9.H. hereof which
shall be governed in accordance with the laws of The
Commonwealth of Massachusetts).
B. All the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of, and be
enforceable by the respective successors and assigns of the
parties hereto.
C. No provisions of the Agreement may be amended or
modified in any manner except by a written agreement
properly authorized and executed by both parties hereto.
D. The captions in this Agreement are included for
convenience of reference only, and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
E. This Agreement shall become effective at the close
of business on the date hereof.
F. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and
the same instrument.
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<PAGE> 15
G. If any part, term or provision of this Agreement
is by the courts held to be illegal, in conflict with any
law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the
rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid.
H. All parties hereto are expressly put on notice of
Fund's Agreement and Declaration of Trust, which is on file
with the Secretary of The Commonwealth of Massachusetts, and
the limitation of shareholder and trustee liability
contained therein. This Agreement has been executed by and
on behalf of Fund by its representatives as such
representatives and not individually, and the obligations of
Fund hereunder are not binding upon any of the Trustees,
officers or shareholders of Fund individually but are
binding upon only the assets and property of Fund. With
respect to any claim by Custodian for recovery of that
portion of the compensation (or any other liability of Fund
arising hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms hereof or
otherwise, Custodian shall have recourse solely against the
assets of that Portfolio to satisfy such claim and shall
have no recourse against the assets of any other Portfolio
for such purpose.
I. This Agreement, together with the Fee Schedule, is
the entire contract between the parties relating to the
subject matter hereof and supersedes all prior agreements.
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<PAGE> 16
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their respective authorized officers.
CASH ACCOUNT TRUST
By: /s/ John E. Peters
------------------------------
Title: Vice President
---------------------------
Attest: /s/ Philip J. Collora
-----------------------
Title: Secretary
------------------------
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ Joseph F. Smith
------------------------------
Title: E. V. P.
---------------------------
Attest: /s/ Marvin Rau
-----------------------
Title: Secretary
------------------------
16
<PAGE> 1
EXHIBIT 99.B9.(a)
AGENCY AGREEMENT
AGREEMENT dated the 6th day of September, 1990, by and
between CASH ACCOUNT TRUST, a Massachusetts business trust
having its principal place of business at 120 South LaSalle
Street, Chicago, IL 60603 ("Fund"), and INVESTORS FIDUCIARY
TRUST COMPANY, a state chartered trust company organized and
existing under the laws of the State of Missouri having its
principal place of business at 127 West 10th Street, Kansas
City, Missouri 64105 ("IFTC").
WHEREAS, Fund wants to appoint IFTC as Transfer Agent
and Dividend Disbursing Agent, and IFTC wants to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. Documents to be Filed with Appointment.
--------------------------------------
In connection with the appointment of IFTC as
Transfer Agent and Dividend Disbursing Agent for
Fund, there will be filed with IFTC the following
documents:
A. A certified copy of the resolutions of the Board
of Trustees of Fund appointing IFTC as Transfer
Agent and Dividend Disbursing Agent, approving
the form of this Agreement, and designating
certain persons to give written instructions and
requests on behalf of Fund.
B. A certified copy of the Agreement and Declaration
of Trust of Fund and any amendments thereto.
C. A certified copy of the Bylaws of Fund.
D. Copies of Registration Statements filed with the
Securities and Exchange Commission.
E. Specimens of all forms of outstanding share
certificates as approved by the Board of Trustees
of Fund, with a certificate of the Secretary of
Fund as to such approval.
F. Specimens of the signatures of the officers of
the Fund authorized to sign share certificates
and individuals authorized to sign written
instructions and requests on behalf of the Fund.
<PAGE> 2
G. An opinion of counsel for Fund:
(1) With respect to Fund's organization and
existence under the laws of The Commonwealth
of Massachusetts.
(2) With respect to the status of all shares of
Fund covered by this appointment under the
Securities Act of 1933, and any other
applicable federal or state statute.
(3) To the effect that all issued shares are, and
all unissued shares will be when issued,
validly issued, fully paid and non-
assessable.
2. Certain Representations and Warranties of IFTC. IFTC
represents and warrants to Fund that:
A. It is a trust company duly organized and existing
and in good standing under the laws of the State
of Missouri.
B. It is duly qualified to carry on its business in
the State of Missouri.
C. It is empowered under applicable laws and by its
Articles of Incorporation and Bylaws to enter
into and perform the services contemplated in
this Agreement.
D. All requisite corporate proceedings have been
taken to authorize it to enter into and perform
this Agreement.
E. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
F. It is, and will continue to be, registered as a
transfer agent under the Securities Exchange Act
of 1934.
3. Certain Representations and Warranties of Fund.
Fund represents and warrants to IFTC that:
A. It is a business trust duly organized and
existing and in good standing under the laws of
The Commonwealth of Massachusetts.
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<PAGE> 3
B. It is an investment company registered under the
Investment Company Act of 1940.
C. A registration statement under the Securities Act
of 1933 has been filed and will be effective with
respect to all shares of Fund being offered for
sale at any time and from time to time.
D. All requisite steps have been or will be taken to
register Fund's shares for sale in all applicable
states, including the District of Columbia.
E. Fund and its Trustees are empowered under
applicable laws and by the Fund's Agreement and
Declaration of Trust and Bylaws to enter into and
perform this Agreement.
4. Scope of Appointment.
--------------------
A. Subject to the conditions set forth in this
Agreement, Fund hereby employs and appoints IFTC
as Transfer Agent and Dividend Disbursing Agent
effective the date hereof.
B. IFTC hereby accepts such employment and
appointment and agrees that it will act as Fund's
Transfer Agent and Dividend Disbursing Agent.
IFTC agrees that it will also act as agent in
connection with Fund's periodic withdrawal
payment accounts and other open-account or
similar plans for shareholders, if any.
C. IFTC agrees to provide the necessary facilities,
equipment and personnel to perform its duties and
obligations hereunder in accordance with industry
practice.
D. Fund agrees to use all reasonable efforts to
deliver to IFTC in Kansas City, Missouri, as soon
as they are available, all its shareholder
account records.
E. Subject to the provisions of Sections 20 and 21
hereof, IFTC agrees that it will perform all the
usual and ordinary services of Transfer Agent and
Dividend Disbursing Agent and as agent for the
various shareholder accounts, including, without
limitation, the following: issuing, transferring
and cancelling share certificates, maintaining
all shareholder accounts, preparing shareholder
meeting lists, mailing proxies, receiving and
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<PAGE> 4
tabulating proxies, mailing shareholder reports
and prospectuses, withholding federal income
taxes, preparing and mailing checks for
disbursement of income and capital gains
dividends, preparing and filing all required U.S.
Treasury Department information returns for all
shareholders, preparing and mailing confirmation
forms to shareholders and dealers with respect to
all purchases and liquidations of Fund shares and
other transactions in shareholder accounts for
which confirmations are required, recording
reinvestments of dividends and distributions in
Fund shares, recording redemptions of Fund shares
and preparing and mailing checks for payments
upon redemption and for disbursements to
systematic withdrawal plan shareholders.
5. Compensation and Expenses.
-------------------------
A. In consideration for the services provided
hereunder by IFTC as Transfer Agent and Dividend
Disbursing Agent, Fund will pay to IFTC from time
to time compensation as agreed upon for all
services rendered as Agent, and also, all its
reasonable out-of-pocket expenses and other
disbursements incurred in connection with the
agency. Such compensation will be set forth in a
separate schedule to be agreed to by Fund and
IFTC. The initial agreement regarding
compensation is attached as Exhibit A.
B. Fund agrees to promptly reimburse IFTC for all
reasonable out-of-pocket expenses or advances
incurred by IFTC in connection with the
performance of services under this Agreement
including, but not limited to, postage (and first
class mail insurance in connection with mailing
share certificates), envelopes, check forms,
continuous forms, forms for reports and
statements, stationery, and other similar items,
telephone and telegraph charges incurred in
answering inquiries from dealers or shareholders,
microfilm used each year to record the previous
year's transactions in shareholder accounts and
computer tapes used for permanent storage of
records and cost of insertion of materials in
mailing envelopes by outside firms. IFTC may, at
its option, arrange to have various service
providers submit invoices directly to the Fund
for payment of out-of-pocket expenses
reimbursable hereunder.
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<PAGE> 5
6. Efficient Operation of IFTC System.
----------------------------------
A. In connection with the performance of its
services under this Agreement, IFTC is
responsible for the accurate and efficient
functioning of its system at all times,
including:
(1) The accuracy of the entries in IFTC's records
reflecting purchase and redemption orders and
other instructions received by IFTC from
dealers, shareholders, Fund or its principal
underwriter.
(2) The timely availability and the accuracy of
shareholder lists, shareholder account
verifications, confirmations and other
shareholder account information to be
produced from IFTC's records or data.
(3) The accurate and timely issuance of dividend
and distribution checks in accordance with
instructions received from Fund.
(4) The accuracy of redemption transactions and
payments in accordance with redemption
instructions received from dealers,
shareholders or Fund or other authorized
persons.
(5) The deposit daily in Fund's appropriate
special bank account of all checks and
payments received from dealers or
shareholders for investment in shares.
(6) The requiring of proper forms of
instructions, signatures and signature
guarantees and any necessary documents
supporting the rightfulness of transfers,
redemptions and other shareholder account
transactions, all in conformance with IFTC's
present procedures with such changes as may
be deemed reasonably appropriate by IFTC or
as may be reasonably approved by or on behalf
of Fund.
(7) The maintenance of a current duplicate set of
Fund's essential or required records, as
agreed upon from time to time by Fund and
IFTC, at a secure distant location, in form
available and usable forthwith in the event
5
<PAGE> 6
of any breakdown or disaster disrupting its
main operation.
7. Indemnification.
---------------
A. Fund shall indemnify and hold IFTC harmless from
and against any and all claims, actions, suits,
losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of
or attributable to any action or omission by IFTC
pursuant to this Agreement or in connection with
the agency relationship created by this
Agreement, provided that IFTC has acted in good
faith, without negligence and without willful
misconduct.
B. IFTC shall indemnify and hold Fund harmless from
and against any and all claims, actions, suits,
losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of
or attributable to any action or omission by IFTC
pursuant to this Agreement or in connection with
the agency relationship created by this
Agreement, provided that IFTC has not acted in
good faith, without negligence and without
willful misconduct.
C. In order that the indemnification provisions
contained in this Section 7 shall apply, upon the
assertion of a claim for which either party (the
"Indemnifying Party") may be required to provide
indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly
notify the Indemnifying Party of such assertion,
and shall keep such party advised with respect to
all developments concerning such claim. The
Indemnifying Party shall be entitled to assume
control of the defense and the negotiations, if
any, regarding settlement of the claim. If the
Indemnifying Party assumes control, the
Indemnitee shall have the option to participate
in the defense and negotiations of such claim at
its own expense. The Indemnitee shall in no
event confess, admit to, compromise, or settle
any claim for which the Indemnifying Party may be
required to indemnify it except with the prior
written consent of the Indemnifying Party, which
shall not be unreasonably withheld.
6
<PAGE> 7
8. Certain Covenants of IFTC and Fund.
----------------------------------
A. All requisite steps will be taken by Fund from
time to time when and as necessary to register
the Fund's shares for sale in all states in which
Fund's shares shall at the time be offered for
sale and require registration. If at any time
Fund receives notice of any stop order or other
proceeding in any such state affecting such
registration or the sale of Fund's shares, or of
any stop order or other proceeding under the
Federal securities laws affecting the sale of
Fund's shares, Fund will give prompt notice
thereof to IFTC.
B. IFTC hereby agrees to establish and maintain
facilities and procedures reasonably acceptable
to Fund for safekeeping of share certificates,
check forms, and facsimile signature imprinting
devices, if any; and for the preparation or use,
and for keeping account of, such certificates,
forms and devices. Further, IFTC agrees to carry
insurance, as specified in Exhibit B hereto, with
insurers reasonably acceptable to Fund and in
minimum amounts that are reasonably acceptable to
Fund, which will not be changed without the
consent of Fund, which consent shall not be
unreasonably withheld, and which will be expanded
in coverage or increased in amounts from time to
time if and when reasonably requested by Fund.
If IFTC determines that it is unable to obtain
any such insurance upon commercially reasonable
terms, it shall promptly so advise Fund in
writing. In such event, Fund shall have the
right to terminate this Agreement upon 30 days
notice.
C. To the extent required by Section 31 of the
Investment Company Act of 1940 and Rules
thereunder, IFTC agrees that all records
maintained by IFTC relating to the services to be
performed by IFTC under this Agreement are the
property of Fund and will be preserved and will
be surrendered promptly to Fund on request.
D. IFTC agrees to furnish Fund semi-annual reports
of its financial condition, consisting of a
balance sheet, earnings statement and any other
reasonably available financial information
reasonably requested by Fund. The annual
7
<PAGE> 8
financial statements will be certified by IFTC's
certified public accountants.
E. IFTC represents and agrees that it will use all
reasonable efforts to keep current on the trends
of the investment company industry relating to
shareholder services and will use all reasonable
efforts to continue to modernize and improve its
system without additional cost to Fund.
F. IFTC will permit Fund and its authorized
representatives to make periodic inspections of
its operations at reasonable times during
business hours.
G. If IFTC is prevented from complying, either
totally or in part, with any of the terms or
provisions of this Agreement, by reason of fire,
flood, storm, strike, lockout or other labor
trouble, riot, war, rebellion, accidents, acts of
God, equipment, utility or transmission failure
or damage, and/or any other cause or casualty
beyond the reasonable control of IFTC, whether
similar to the foregoing matters or not, then
upon written notice to Fund, the requirements of
this Agreement that are affected by such
disability, to the extent so affected, shall be
suspended during the period of such disability;
provided, however, that IFTC shall make
reasonable effort to remove such disability as
soon as possible. During such period, Fund may
seek alternate sources of service without
liability hereunder; and IFTC will use all
reasonable efforts to assist Fund to obtain
alternate sources of service. IFTC shall have no
liability to Fund for nonperformance because of
the reasons set forth in this Section 8.G; but if
a disability that, in Fund's reasonable belief,
materially affects IFTC's ability to perform its
obligations under this Agreement continues for a
period of 30 days, then Fund shall have the right
to terminate this Agreement upon 10 days written
notice to IFTC.
9. Adjustment.
----------
In case of any recapitalization, readjustment or
other change in the structure of Fund requiring a
change in the form of share certificates, IFTC will
issue or register certificates in the new form in
exchange for, or in transfer of, the outstanding
8
<PAGE> 9
certificates in the old form, upon receiving the
following:
A. Written instructions from an officer of Fund.
B. Certified copy of any amendment to the Agreement
and Declaration of Trust or other document
effecting the change.
C. Certified copy of any order or consent of each
governmental or regulatory authority required by
law for the issuance of the shares in the new
form, and an opinion of counsel that no order or
consent of any other government or regulatory
authority is required.
D. Specimens of the new certificates in the form
approved by the Board of Trustees of Fund, with a
certificate of the Secretary of Fund as to such
approval.
E. Opinion of counsel for Fund:
(1) With respect to the status of the shares of
Fund in the new form under the Securities Act
of 1933, and any other applicable federal or
state laws.
(2) To the effect that the issued shares in the
new form are, and all unissued shares will be
when issued, validly issued, fully paid and
non-assessable.
10. Share Certificates.
------------------
Fund will furnish IFTC with a sufficient supply of
blank share certificates and from time to time will
renew such supply upon the request of IFTC. Such
certificates will be signed manually or by facsimile
signatures of the officers of Fund authorized by law
and Fund's Bylaws to sign share certificates and, if
required, will bear the trust seal or facsimile
thereof.
11. Death, Resignation or Removal of Signing Officer.
------------------------------------------------
Fund will file promptly with IFTC written notice of
any change in the officers authorized to sign share
certificates, written instructions or requests,
together with two signature cards bearing the
9
<PAGE> 10
specimen signature of each newly authorized officer,
all as certified by an appropriate officer of the
Fund. In case any officer of Fund who will have
signed manually or whose facsimile signature will
have been affixed to blank share certificates will
die, resign, or be removed prior to the issuance of
such certificates, IFTC may issue or register such
share certificates as the share certificates of Fund
notwithstanding such death, resignation, or removal,
until specifically directed to the contrary by Fund
in writing. In the absence of such direction, Fund
will file promptly with IFTC such approval, adoption,
or ratification as may be required by law.
12. Future Amendments of Agreement and Declaration of
-------------------------------------------------
Trust and Bylaws.
----------------
Fund will promptly file with IFTC copies of all
material amendments to its Agreement and Declaration
of Trust and Bylaws and Registration Statement made
after the date of this Agreement.
13. Instructions, Opinion of Counsel and Signatures.
-----------------------------------------------
At any time IFTC may apply to any officer of Fund for
instructions, and may consult with legal counsel for
Fund at the expense of Fund, or with its own legal
counsel at its own expense, with respect to any
matter arising in connection with the agency; and it
will not be liable for any action taken or omitted by
it in good faith in reliance upon such instructions
or upon the opinion of such counsel. IFTC is
authorized to act on the orders, directions or
instructions of such persons as the Board of Trustees
of Fund shall from time to time designate by
resolution. IFTC will be protected in acting upon
any paper or document, including any orders,
directions or instructions, reasonably believed by it
to be genuine and to have been signed by the proper
person or persons; and IFTC will not be held to have
notice of any change of authority of any person so
authorized by Fund until receipt of written notice
thereof from Fund. IFTC will also be protected in
recognizing share certificates that it reasonably
believes to bear the proper manual or facsimile
signatures of the officers of Fund, and the proper
countersignature of any former Transfer Agent or
Registrar, or of a Co-Transfer Agent or Co-Registrar.
10
<PAGE> 11
14. Papers Subject to Approval of Counsel.
-------------------------------------
The acceptance by IFTC of its appointment as Transfer
Agent and Dividend Disbursing Agent, and all
documents filed in connection with such appointment
and thereafter in connection with the agencies, will
be subject to the approval of legal counsel for IFTC,
which approval will not be unreasonably withheld.
15. Certification of Documents.
--------------------------
The required copy of the Agreement and Declaration of
Trust of Fund and copies of all amendments thereto
will be certified by the appropriate official of The
Commonwealth of Massachusetts; and if such Agreement
and Declaration of Trust and amendments are required
by law to be also filed with a county, city or other
officer or official body, a certificate of such
filing will appear on the certified copy submitted to
IFTC. A copy of the order or consent of each
governmental or regulatory authority required by law
for the issuance of Fund shares will be certified by
the Secretary or Clerk of such governmental or
regulatory authority, under proper seal of such
authority. The copy of the Bylaws and copies of all
amendments thereto and copies of resolutions of the
Board of Trustees of Fund will be certified by the
Secretary or an Assistant Secretary of Fund.
16. Records.
-------
IFTC will maintain customary records in connection
with its agency, and particularly will maintain those
records required to be maintained pursuant to sub-
paragraph (2)(iv) of paragraph (b) of Rule 31a-1
under the Investment Company Act of 1940, if any.
17. Disposition of Books, Records and Cancelled
-------------------------------------------
Certificates.
------------
IFTC will send periodically to Fund, or to where
designated by the Secretary or an Assistant Secretary
of Fund, all books, documents, and all records no
longer deemed needed for current purposes and share
certificates which have been cancelled in transfer or
in exchange, upon the understanding that such books,
documents, records, and share certificates will not
11
<PAGE> 12
be destroyed by Fund without the consent of IFTC
(which consent will not be unreasonably withheld),
but will be safely stored for possible future
reference.
18. Provisions Relating to IFTC as Transfer Agent.
---------------------------------------------
A. IFTC will make original issues of share
certificates upon written request of an officer
of Fund and upon being furnished with a certified
copy of a resolution of the Board of Trustees
authorizing such original issue, an opinion of
counsel as outlined in Section 1.G or 9.E of this
Agreement, the certificates required by Section
10 of this Agreement and any other documents
required by Section 1 or 9 of this Agreement.
B. Before making any original issue of certificates,
Fund will furnish IFTC with sufficient funds to
pay any taxes required on the original issue of
the shares. Fund will furnish IFTC such evidence
as may be required by IFTC to show the actual
value of the shares. If no taxes are payable,
IFTC will upon request be furnished with an
opinion of outside counsel to that effect.
C. Shares will be transferred and new certificates
issued in transfer, or shares accepted for
redemption and funds remitted therefor, upon
surrender of the old certificates in form deemed
by IFTC properly endorsed for transfer or
redemption accompanied by such documents as IFTC
may deem necessary to evidence the authority of
the person making the transfer or redemption, and
bearing satisfactory evidence of the payment of
any applicable share transfer taxes. IFTC
reserves the right to refuse to transfer or
redeem shares until it is satisfied that the
endorsement or signature on the certificate or
any other document is valid and genuine, and for
that purpose it may require a guarantee of
signature by such persons as may from time to
time be specified in the prospectus related to
such shares or otherwise authorized by Fund.
IFTC also reserves the right to refuse to
transfer or redeem shares until it is satisfied
that the requested transfer or redemption is
legally authorized, and it will incur no
liability for the refusal in good faith to make
transfers or redemptions which, in its judgment,
are improper, unauthorized, or otherwise not
12
<PAGE> 13
rightful. IFTC may, in effecting transfers or
redemptions, rely upon Simplification Acts or
other statutes which protect it and Fund in not
requiring complete fiduciary documentation.
D. When mail is used for delivery of share
certificates, IFTC will forward share
certificates in "nonnegotiable" form as provided
by Fund by first class mail, all such mail
deliveries to be covered while in transit to the
addressee by insurance arranged for by IFTC.
E. IFTC will issue and mail subscription warrants
and certificates provided by Fund and
representing share dividends, exchanges or split-
ups, or act as Conversion Agent upon receiving
written instructions from any officer of Fund and
such other documents as IFTC deems necessary.
F. IFTC will issue, transfer, and split-up
certificates upon receiving written instructions
from an officer of Fund and such other documents
as IFTC may deem necessary.
G. IFTC may issue new certificates in place of
certificates represented to have been lost,
destroyed, stolen or otherwise wrongfully taken,
upon receiving indemnity satisfactory to IFTC,
and may issue new certificates in exchange for,
and upon surrender of, mutilated certificates.
Any such issuance shall be in accordance with the
provisions of law governing such matter and any
procedures adopted by the Board of Trustees of
the Fund of which IFTC has notice.
H. IFTC will supply a shareholder's list to Fund
properly certified by an officer of IFTC for any
shareholder meeting upon receiving a request from
an officer of Fund. It will also supply lists at
such other times as may be reasonably requested
by an officer of Fund.
I. Upon receipt of written instructions of an
officer of Fund, IFTC will address and mail
notices to shareholders.
J. In case of any request or demand for the
inspection of the share books of Fund or any
other books of Fund in the possession of IFTC,
IFTC will endeavor to notify Fund and to secure
instructions as to permitting or refusing such
inspection. IFTC reserves the right, however, to
13
<PAGE> 14
exhibit the share books or other books to any
person in case it is advised by its counsel that
it may be held responsible for the failure to
exhibit the share books or other books to such
person.
19. Provisions Relating to Dividend Disbursing Agency.
-------------------------------------------------
A. IFTC will, at the expense of Fund, provide a
special form of check containing the imprint of
any device or other matter desired by Fund. Said
checks must, however, be of a form and size
convenient for use by IFTC.
B. If Fund wants to include additional printed
matter, financial statements, etc., with the
dividend checks, the same will be furnished to
IFTC within a reasonable time prior to the date
of mailing of the dividend checks, at the expense
of Fund.
C. If Fund wants its distributions mailed in any
special form of envelopes, sufficient supply of
the same will be furnished to IFTC but the size
and form of said envelopes will be subject to the
approval of IFTC. If stamped envelopes are used,
they must be furnished by Fund; or, if postage
stamps are to be affixed to the envelopes, the
stamps or the cash necessary for such stamps must
be furnished by Fund.
D. IFTC will maintain one or more deposit accounts
as Agent for Fund, into which the funds for
payment of dividends, distributions,
distributions, redemptions or other disbursements
provided for hereunder will be deposited, and
against which checks will be drawn.
20. Termination of Agreement.
------------------------
A. This Agreement may be terminated by either party
upon sixty (60) days prior written notice to the
other party.
B. Fund, in addition to any other rights and
remedies, shall have the right to terminate this
Agreement forthwith upon the occurrence at any
time of any of the following events:
14
<PAGE> 15
(1) Any interruption or cessation of operations
by IFTC or its assigns which materially
interferes with the business operation of
Fund.
(2) The bankruptcy of IFTC or its assigns or the
appointment of a receiver for IFTC or its
assigns.
(3) Any merger, consolidation or sale of
substantially all the assets of IFTC or its
assigns.
(4) The acquisition of a controlling interest in
IFTC or its assigns, by any broker, dealer,
investment adviser or investment company
except as may presently exist.
(5) Failure by IFTC or its assigns to perform its
duties in accordance with this Agreement,
which failure materially adversely affects
the business operations of Fund and which
failure continues for thirty (30) days after
written notice from Fund.
(6) The registration of IFTC or its assigns as a
transfer agent under the Securities Exchange
Act of 1934 is revoked, terminated or
suspended for any reason.
C. In the event of termination, Fund will promptly
pay IFTC all amounts due to IFTC hereunder. Upon
termination of this Agreement, IFTC shall deliver
all shareholder and account records pertaining to
Fund either to Fund or as directed in writing by
Fund.
21. Assignment.
----------
A. Except for the assignment of responsibilities
pursuant to the Services Agreement ("Services
Agreement") between IFTC and Kemper Service
Company ("KSVC"), which Fund has approved,
neither this Agreement nor any rights or
obligations hereunder may be assigned by IFTC
without the written consent of Fund; provided,
however, no assignment will relieve IFTC of any
of its obligations hereunder.
B. This Agreement including, without limitation, the
provisions of Section 7 will inure to the benefit
15
<PAGE> 16
of and be binding upon the parties and their
respective successors and assigns including KSVC
pursuant to the aforesaid Services Agreement.
C. KSVC is authorized by Fund to use the system
services of DST Systems, Inc.
22. Confidentiality.
---------------
A. Except as provided in the last sentence of
Section 18.J hereof, or as otherwise required by
law, IFTC will keep confidential all records of
and information in its possession relating to
Fund or its shareholders or shareholder accounts
and will not disclose the same to any person
except at the request or with the consent of
Fund.
B. Except as otherwise required by law, Fund will
keep confidential all financial statements and
other financial records (other than statements
and records relating solely to Fund's business
dealings with IFTC) and all manuals, systems and
other technical information and data, not
publicly disclosed, relating to IFTC's operations
and programs furnished to it by IFTC pursuant to
this Agreement and will not disclose the same to
any person except at the request or with the
consent of IFTC. Notwithstanding anything to the
contrary in this Section 22.B, if an attempt is
made pursuant to subpoena or other legal process
to require Fund to disclose or produce any of the
aforementioned manuals, systems or other
technical information and data, Fund shall give
IFTC prompt notice thereof prior to disclosure or
production so that IFTC may, at its expense,
resist such attempt.
23. Survival of Representations and Warranties.
------------------------------------------
All representations and warranties by either party
herein contained will survive the execution and
delivery of this Agreement.
24. Miscellaneous.
-------------
A. This Agreement is executed and delivered in the
State of Illinois and shall be governed by the
laws of said state (except as to Section 24.G
16
<PAGE> 17
hereof which shall be governed by the laws of The
Commonwealth of Massachusetts).
B. No provisions of this Agreement may be amended or
modified in any manner except by a written
agreement properly authorized and executed by
both parties hereto.
C. The captions in this Agreement are included for
convenience of reference only, and in no way
define or limit any of the provisions hereof or
otherwise affect their construction or effect.
D. This Agreement shall become effective as of the
date hereof.
E. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be
deemed an original but all of which together
shall constitute one and the same instrument.
F. If any part, term or provision of this Agreement
is held by the courts to be illegal, in conflict
with any law or otherwise invalid, the remaining
portion or portions shall be considered severable
and not be affected, and the rights and
obligations of the parties shall be construed and
enforced as if the Agreement did not contain the
particular part, term or provision held to be
illegal or invalid.
G. All parties hereto are expressly put on notice of
Fund's Agreement and Declaration of Trust which
is on file with the Secretary of The Commonwealth
of Massachusetts, and the limitation of
shareholder and trustee liability contained
therein. This Agreement has been executed by and
on behalf of Fund by its representatives as such
representatives and not individually, and the
obligations of Fund hereunder are not binding
upon any of the Trustees, officers or
shareholders of the Fund individually but are
binding upon only the assets and property of
Fund. With respect to any claim by IFTC for
recovery of that portion of the compensation and
expenses (or any other liability of Fund arising
hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms
hereof or otherwise, IFTC shall have recourse
solely against the assets of that Portfolio to
satisfy such claim and shall have no recourse
17
<PAGE> 18
against the assets of any other Portfolio for
such purpose.
H. This Agreement, together with the Fee Schedule,
is the entire contract between the parties
relating to the subject matter hereof and
supersedes all prior agreements between the
parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their respective duly authorized officer as of
the day and year first set forth above.
CASH ACCOUNT TRUST
By /s/ C M Kierscht
-----------------------------
Title: President
ATTEST:
/s/ Robert J. Engling
----------------------------------
Title: Vice President & Secretary
INVESTORS FIDUCIARY TRUST COMPANY
By /s/ R.A. Winegar
-------------------------------
Title: Chief Oper. Officer
ATTEST:
/s/ Cheryl Naegler
---------------------------------
Title: Asst. Secretary
18
<PAGE> 19
EXHIBIT A
---------
FEE SCHEDULE
------------
<TABLE>
<CAPTION>
Transfer Agency Function Fee Payable by Fund
------------------------ -------------------
<S> <C>
1. Maintenance of open shareholder $13.00 per year per
account. account
2. Maintenance of closed shareholder $6.00 per year per
account. account
</TABLE>
The out-of-pocket expenses of IFTC will be reimbursed by Fund
in accordance with the provisions of Section 5 of the Agency
Agreement.
Additional Provisions Regarding Omnibus Accounts
------------------------------------------------
As reflected in Section 21 of the Agency Agreement, there
will be an assignment of the responsibilities of IFTC under
the Agreement to Kemper Service Company ("KSVC"). It is
anticipated that KSVC will enter into Omnibus Account
Services Agreements ("Omnibus Agreements") with one or more
financial services firms ("Firms") that will maintain shares
of the Fund owned by their clients ("client-shareholders") in
one or more "street-name" or "omnibus" accounts ("omnibus
accounts") on the books of KSVC and will provide
recordkeeping and other services with respect to the accounts
of such client-shareholders. For services provided under the
Omnibus Agreements, KSVC will provide compensation to the
Firms. The Fund will reimburse IFTC, who will in turn
reimburse KSVC, for compensation paid to Firms by KSVC under
the Omnibus Agreements up to a maximum of .25 of 1% of the
average daily net assets of the Fund maintained and serviced
by such Firms plus out-of-pocket expenses. The compensation
to each Firm as computed above shall be charged to each
series or portfolio of the Fund ("Portfolio") based upon the
relative number of open accounts of each Portfolio
attributable to client-shareholders on the books of the Firm.
For purposes of allocating the fee each month to each
Portfolio as provided in the foregoing sentence, the number
of open accounts of a Portfolio attributable to client-
19
<PAGE> 20
shareholders on the books of a Firm shall be determined on
the last day of such month. In addition, if KSVC provides
support services for the checkwriting redemption privilege
offered to the client-shareholders of a particular Firm, the
Fund will pay to IFTC, who will in turn pay to KSVC, for such
support services a fee of $4.00 per year per
client-shareholder open account as reflected on the books of
such Firm.
20
<PAGE> 21
EXHIBIT B
---------
IFTC INSURANCE COVERAGE
-----------------------
DESCRIPTION OF POLICY:
Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees,
physical loss of securities on or outside of premises
while in possession of authorized person, loss caused
by forgery or alteration of checks or similar
instruments.
Errors and Omissions Insurance
Covering replacement of destroyed records and
computer errors and omissions.
Special Forgery Bond
Covering losses through forgery or alteration of
checks or drafts of customers processed by insured
but drawn on or against them.
Mail Insurance (applies to all full service operations)
Provides indemnity for the following types of
securities lost in the mails:
Non-negotiable securities mailed to domestic
locations via registered mail.
Non-negotiable securities mailed to domestic
locations via first-class or certified mail.
Non-negotiable securities mailed to foreign
locations via registered mail.
Negotiable securities mailed to all locations via
registered mail.
21
<PAGE> 1
EXHIBIT 99.B9.(b)
Supplement to Agency Agreement
------------------------------
Supplement to Agency Agreement ("Supplement") made as of April 1,
1991 by and between the registered investment company executing
this document (the "Fund") and Investors Fiduciary Trust Company
("Agent").
WHEREAS, the Fund and Agent are parties to an Agency Agreement
("Agency Agreement") dated September 6, 1990;
WHEREAS, Section 5.A. of the Agency Agreement provides that the
fees payable by the Fund to Agent thereunder shall be as set
forth in a separate schedule to be agreed to by the Fund and
Agent; and
WHEREAS, the parties desire to reflect in this Supplement the
revised fee schedule for the Agency Agreement as in effect as of
the date hereof;
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein provided, the parties agree as follows:
1. The revised fee schedule for services provided by Agent
to the Fund under the Agency Agreement as in effect as of the
date hereof is set forth in the attachment hereto.
2. This Supplement shall become a part of the Agency
Agreement and subject to its terms and shall supersede all
previous fee schedules under such agreement as of the date
hereof.
<PAGE> 2
IN WITNESS WHEREOF, the Fund and Agent have duly executed this
Supplement as of the date and year first set forth above.
CASH ACCOUNT TRUST
By: /s/ Gerald M. Cole
_______________________________
Title: Vice President
ATTEST:
/s/ Philip J. Collora
-------------------------------
Title: Vice President & Asst. Secretary
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ G.J. Wingerter
--------------------------------
Title: Executive Vice President
ATTEST:
/s/ Cheryl Naegler
_______________________________
Title: Asst. Secretary
2
<PAGE> 3
EXHIBIT A
---------
FEE SCHEDULE
------------
<TABLE>
<CAPTION>
Transfer Agency Function Fee Payable by Fund
------------------------ -------------------
<S> <C>
1. Maintenance of open shareholder $13.00 per year per
account. account
2. Maintenance of closed shareholder $6.00 per year per
account. account
3. Disaster recovery fee. $.40 per year per open
and closed account.
</TABLE>
The out-of-pocket expenses of IFTC will be reimbursed by Fund in
accordance with the provisions of Section 5 of the Agency
Agreement.
Additional Provisions Regarding Omnibus Accounts
------------------------------------------------
As reflected in Section 21 of the Agency Agreement, there will be
an assignment of the responsibilities of IFTC under the Agreement
to Kemper Service Company ("KSVC"). It is anticipated that KSVC
will enter into Omnibus Account Services Agreements ("Omnibus
Agreements") with one or more financial services firms ("Firms")
that will maintain shares of the Fund owned by their clients
("client-shareholders") in one or more "street-name" or "omnibus"
accounts ("omnibus accounts") on the books of KSVC and will
provide recordkeeping and other services with respect to the
accounts of such client-shareholders. For services provided
under the Omnibus Agreements, KSVC will provide compensation to
the Firms. The Fund will reimburse IFTC, who will in turn
reimburse KSVC, for compensation paid to Firms by KSVC under the
Omnibus Agreements up to a maximum of .25 of 1% of the average
daily net assets of the Fund maintained and serviced by such
Firms plus out-of-pocket expenses. In addition, if KSVC provides
support services for the checkwriting redemption privilege
offered to the client-shareholders of a particular Firm, the Fund
will pay to IFTC, who will in turn pay to KSVC, for such support
services a fee of $4.00 per year per client-shareholder open
account as reflected on the books of such Firm.
<PAGE> 1
EXHIBIT 99.b11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Independent Auditors and Reports to Shareholders" and to the
use of our report dated April 28, 1995 in the Registration Statement (Form N-1A)
and its incorporation by reference in the related Prospectus and Statement of
Additional Information of Investors Cash Trust, filed with the Securities and
Exchange Commission in this Post-Effective Amendment No. 7 to the Registration
Statement under the Securities Act of 1933 (Registration No. 33-34645) and this
Amendment No. 9 to the Registration Statement under the Investment Company Act
of 1940 (Registration No. 811-6103).
/s/ ERNST & YOUNG LLP
Chicago, Illinois
July 24, 1995
<PAGE> 1
EXHIBIT 99.B16.
EXHIBIT OF PERFORMANCE CALCULATIONS
This exhibit reflects the calculation of certain performance figures
that appear under "Performance" in the Part B Statement of Additional
Information ("Part B") of Cash Account Trust (the "Fund").
1. Formula. A Portfolio's current yield quotation is based on a
seven-day period and is calculated as follows. The first calculation
is net investment income per share; which is accrued interest on
portfolio securities, plus or minus amortized discount or premium
(excluding market discount for the Tax-Exempt Portfolio), less accrued
expenses. This number is then divided by the price per share
(expected to remain constant at $1.00) at the beginning of the period
("base period return"). The result is then divided by 7 and
multiplied by 365 and the resulting yield figure is carried to the
nearest one-hundredth of one percent. Realized capital gains or
losses and unrealized appreciation or depreciation of investments are
not included in the calculation.
A Portfolio's effective yield is determined by taking the base period
return (calculated as described above) and calculating the effect of
assumed compounding. The formula for the effective yield is:
365/7
(base period return + 1) - 1.
The tax equivalent yield of the Tax-Exempt Portfolio is computed by
dividing that portion of the Portfolio's yield (calculated 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 Portfolio that is not tax-exempt.
2. Performance Reflected. The representative yield calculations
reflected herein are for the Tax-Exempt Portfolio for the seven-day
period ended April 30, 1991.
3. Yield. First, net investment income per share for the last day of
the seven-day period is calculated. The following figures are
provided for this purpose:
a. Accrued interest, including amortization of premium and discount,
for April 30, 1991 equals $507.99.
b. Accrued expenses for April 30, 1991 equal $71.00.
c. The number of outstanding shares of record for dividend purposes
on April 30, 1991 equals 3,904,409.550.
<PAGE> 2
Net investment income per share for April 30, 1991 is then calculated
as follows:
Accrued Interest-Accrued Expenses
Net Investment Income Per Share = ---------------------------------
Record Date Shares
$507.99-$71.00
-------------- = $.000111922/Share
3,904,409.550
Net investment income for the other six days in the seven-day period
is then calculated in the same manner. The resulting figures for each
of the seven days in the period are added together to obtain the net
investment income per share for the period as follows:
Net Investment
Date Income Per Share
---- ----------------
April 24, 1991 $.000109018/Share
April 25, 1991 .000112097
April 26, 1991 .000112166
April 27, 1991 .000112166
April 28, 1991 .000112166
April 29, 1991 .000113042
April 30, 1991 .000111922
-----------
TOTAL $.000782577/Share
Then, base period return is calculated.
Net Investment Income Per Share
Base Period Return = -------------------------------
Price Per Share
$.000782577/Share
----------------- = .000782577
$1.00/Share
Then, yield is calculated.
Base Period Return
Yield = ------------------ X 365
7
.000782577
= ---------- X 365 = .0408
7
The decimal return is converted to a percentage by multiplying by 100.
.0408 X 100 = 4.08%
<PAGE> 3
4. Effective Yield. The base period return for use in the formula
for effective yield set forth in Sub-section 1 above is the same as
calculated in Sub-section 3 above.
365/7
Effective Yield = (Base Period Return + 1) - 1
365/7
= (.000782577 + 1) - 1
365/7
= (1.00782577) - 1
= 1.0416 - 1
= .0416
The decimal return is converted to a percentage by multiplying by 100.
.0416 X 100 = 4.16%
5. Tax Equivalent Yield. Tax Equivalent yield is reflected in the
Part B assuming a federal income tax rate of 31%. Using the Tax-
Exempt Portfolio's yield as calculated in Sub-section 3 above, 100% of
which is tax-exempt, the tax equivalent yield of that Portfolio is
calculated as follows:
4.08%
Tax Equivalent Yield = --------------
[1 - tax rate]
= 4.08%
---------
[1 - .31]
= 4.08%
-----
.69
= 5.91%
<PAGE> 1
EXHIBIT 99.B24.
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Cash Account
Trust.
Signature Title Date
--------- ----- ----
/s/ Stephen B. Timbers Trustee March 11, 1995
---------------------------
<PAGE> 2
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Cash Account
Trust.
Signature Title Date
--------- ----- ----
/s/ David W. Belin Trustee March 11, 1995
--------------------------
<PAGE> 3
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Cash Account
Trust.
Signature Title Date
--------- ----- ----
/s/ Lewis A. Burnham Trustee March 11, 1995
--------------------------
<PAGE> 4
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Cash Account
Trust.
Signature Title Date
--------- ----- ----
/s/ Donald L. Dunaway Trustee March 11, 1995
--------------------------
<PAGE> 5
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Cash Account
Trust.
Signature Title Date
--------- ----- ----
/s/ Robert B. Hoffman Trustee March 11, 1995
--------------------------
<PAGE> 6
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Cash Account
Trust.
Signature Title Date
--------- ----- ----
/s/ Donald R. Jones Trustee March 11, 1995
--------------------------
<PAGE> 7
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Cash Account
Trust.
Signature Title Date
--------- ----- ----
/s/ David B. Mathis Trustee March 11, 1995
--------------------------
<PAGE> 8
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on such
person's behalf individually and in the capacity stated below
such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Cash Account
Trust.
Signature Title Date
--------- ----- ----
/s/ Shirley D. Peterson Trustee June 15, 1995
--------------------------
<PAGE> 9
POWER OF ATTORNEY
-----------------
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Cash Account
Trust.
Signature Title Date
--------- ----- ----
/s/ William P. Sommers Trustee March 11, 1995
--------------------------
<PAGE> 1
EXHIBIT 99.b485(b)
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
July 21, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cash Account Trust
To The Commission:
We are counsel to the above-referenced investment company (the "Fund")
and as such have participated in the preparation and review of Post-Effective
Amendment No. 5 to the Fund's registration statement being filed pursuant to
Rule 485(b) under the Securities Act of 1933. In accordance with paragraph
(b)(4) of Rule 485, we hereby represent that such amendment does not contain
disclosures which would render it ineligible to become effective pursuant to
paragraph (b) thereof.
Very truly yours,
/s/ Vedder, Price, Kaufman & Kammholz
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS:dfd
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1995
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000858372
<NAME> CASH ACCOUNT TRUST
<SERIES>
<NUMBER> 01
<NAME> MONEY MARKET PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> APR-30-1995
<INVESTMENTS-AT-COST> 377,369
<INVESTMENTS-AT-VALUE> 377,369
<RECEIVABLES> 1,043
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 379,635
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 1,084
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 379,377
<SHARES-COMMON-STOCK> 378,551
<SHARES-COMMON-PRIOR> 156,153
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (826)
<NET-ASSETS> 378,551
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 15,616
<OTHER-INCOME> 0
<EXPENSES-NET> (2,802)
<NET-INVESTMENT-INCOME> 12,814
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (826)
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (12,814)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 998,198
<NUMBER-OF-SHARES-REDEEMED> (788,234)
<SHARES-REINVESTED> 12,434
<NET-CHANGE-IN-ASSETS> 222,398
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (621)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (2,975)
<AVERAGE-NET-ASSETS> 282,377
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.04)
<PER-SHARE-DISTRIBUTIONS> 0
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .009
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1995
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL INFORMATION.
</LEGEND>
<CIK> 0000858372
<NAME> CASH ACCOUNT TRUST
<SERIES>
<NUMBER> 02
<NAME> GOVERNMENT SECURITIES PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> APR-30-1995
<INVESTMENTS-AT-COST> 136,801
<INVESTMENTS-AT-VALUE> 136,801
<RECEIVABLES> 706
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 138,407
<PAYABLE-FOR-SECURITIES> 0
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<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 387
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 138,020
<SHARES-COMMON-STOCK> 138,020
<SHARES-COMMON-PRIOR> 30,829
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 138,020
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,748
<OTHER-INCOME> 0
<EXPENSES-NET> (767)
<NET-INVESTMENT-INCOME> 3,981
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,981)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 406,191
<NUMBER-OF-SHARES-REDEEMED> (302,814)
<SHARES-REINVESTED> 3,814
<NET-CHANGE-IN-ASSETS> 108,121
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (188)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (896)
<AVERAGE-NET-ASSETS> 85,430
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.04)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .009
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1995
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL INFORMATION.
</LEGEND>
<CIK> 0000858372
<NAME> CASH ACCOUNT TRUST
<SERIES>
<NUMBER> 03
<NAME> TAX-EXEMPT PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> APR-30-1995
<INVESTMENTS-AT-COST> 65,973
<INVESTMENTS-AT-VALUE> 65,973
<RECEIVABLES> 354
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 67,966
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 218
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 67,748
<SHARES-COMMON-STOCK> 67,748
<SHARES-COMMON-PRIOR> 16,991
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 67,748
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,830
<OTHER-INCOME> 0
<EXPENSES-NET> (371)
<NET-INVESTMENT-INCOME> 1,459
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,459)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 214,193
<NUMBER-OF-SHARES-REDEEMED> (164,840)
<SHARES-REINVESTED> 1,404
<NET-CHANGE-IN-ASSETS> 50,757
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (82)
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<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .03
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<PER-SHARE-NAV-END> 1.00
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<AVG-DEBT-OUTSTANDING> 0
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</TABLE>
