CASH ACCOUNT TRUST, 497, 2000-01-28

CASH ACCOUNT TRUST
497, 2000-01-28

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Premier Money
Market Shares

PROSPECTUS January 24, 2000

222 South Riverside Plaza, Chicago, Illinois 60606

Money Market Portfolio

Government Securities Portfolio

Tax-Exempt Portfolio

Treasury Portfolio

Mutual funds:
o are not FDIC-insured
o have no bank guarantees
o may lose value

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

Table of Contents

- --------------------------------------------------------------------------------
About the Portfolios 1
- --------------------------------------------------------------------------------
Money Market Portfolio 1
- --------------------------------------------------------------------------------
Government Securities Portfolio 5
- --------------------------------------------------------------------------------
Tax-Exempt Portfolio 8
- --------------------------------------------------------------------------------
Treasury Portfolio 12
- --------------------------------------------------------------------------------
Investment Adviser 15
- --------------------------------------------------------------------------------
About Your Investment 17
- --------------------------------------------------------------------------------
Transaction Information 17
- --------------------------------------------------------------------------------
Buying Shares 18
- --------------------------------------------------------------------------------
Selling and Exchanging Shares 19
- --------------------------------------------------------------------------------
Distributions 20
- --------------------------------------------------------------------------------
Taxes 20
- --------------------------------------------------------------------------------

<PAGE>

This page
intentionally
left blank.

<PAGE>

ABOUT THE PORTFOLIOS

MONEY MARKET PORTFOLIO

Investment objective

The portfolio seeks maximum current income consistent with stability of capital.

The portfolio's investment objective may not be changed without a vote of
shareholders.

Main investment strategies

The portfolio pursues its objective by investing primarily 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.

5. Repurchase agreements.

The portfolio maintains a dollar-weighted average maturity of 90 days or less.
Also, the portfolio will normally invest at least 25% of its assets in
obligations issued by banks. The maturities of the securities subject to
repurchase may be greater than 12 months.

The portfolio may invest in floating and variable rate instruments (obligations
that do not bear interest at fixed rates). Accordingly, as interest rates
decrease or increase, the potential for capital appreciation or depreciation is
less than for fixed-rate obligations.

Securities are selected based on the investment manager's perception of monetary
conditions, the available supply of appropriate investments, and the investment
manager's projections for short-term interest rate movements. Sales of portfolio
holdings are typically made to implement investment strategy or meet shareholder
redemptions. Issues with short maturities are generally held until maturity.

Of course, there can be no guarantee that by following these investment
strategies, the portfolio will achieve its objective.

Risk management strategies

The portfolio manages credit risk by investing primarily in high quality
securities, whose issuers are considered unlikely to default. The portfolio
manages interest rate risk by limiting the maturity of each of its individual
securities and the weighted average maturity of the portfolio overall.

For temporary defensive purposes, the portfolio may invest less than 25% of its
assets in obligations issued by banks. In such a case, the portfolio would not
be pursuing, and may not achieve, its investment goal.

1
<PAGE>

Main risks

As with most money market funds, the major factor affecting the portfolio's
performance is fluctuations in short-term interest rates. If short-term interest
rates fall, the portfolio's yield is also likely to fall. Floating or variable
rate securities have yields which adjust with changes in interest rates.
Accordingly, to the extent the portfolio invests in floating or variable rate
securities, as interest rates decrease or increase, the potential for capital
appreciation or depreciation is less than that of fixed-rate obligations.
Moreover, the investment manager's strategy or choice of specific investments
may not perform as expected. The portfolio may have lower returns than other
funds that invest in longer-term or lower quality securities. It is also
possible that securities in the portfolio's investment portfolio could
deteriorate in quality or go into default.

Investments by the portfolio in Eurodollar certificates of deposit issued by
London branches of U.S. banks, and different obligations issued by foreign
entities, including foreign banks, involve additional risks than investments in
securities of domestic branches of U.S. banks. These risks include, but are not
limited to, future unfavorable political and economic developments, possible
withholding taxes on interest payments, seizure of foreign deposits, currency
controls, or interest limitations or other governmental restrictions that might
affect payment of principal or interest. The market for such obligations may be
less liquid and, at times, more volatile than for securities of domestic
branches of U.S. banks. Additionally, there may be less public information
available about foreign banks and their branches.

An investment in the portfolio is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
portfolio seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the portfolio.

2
<PAGE>

Past performance

No performance information is provided for the Premier Money Market Shares since
they do not have a full calendar year of performance. For reference, the chart
and table below provide some indication of the risks of investing in the
portfolio by illustrating how the Money Market Portfolio's Service Shares have
performed from year to year and by showing the average annual total returns for
the periods stated. Of course, past performance is not necessarily an indication
of future performance.

Annual total returns of the Service Shares* for years ended December 31

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

- --------------------------------------------------------------------------------
5.36 2.99 2.31 3.51 5.13 4.64 4.80 4.69 4.38

1991 1992 1993 1994 1995 1996 1997 1998 1999
- --------------------------------------------------------------------------------

* While Service Shares are not offered in this prospectus, they would have
substantially similar annual returns as those of Premier Money Market Shares
because both are invested in the same portfolio of securities. Annual returns
would differ only to the extent that the classes do not have the same
expenses.

For the period included in the bar chart, the Service Shares' highest return for
a calendar quarter was 1.58% (the 1st quarter of 1991), and the Service Shares'
lowest return for a calendar quarter was 0.57% (the 2nd quarter of 1993).

Average Annual Total Returns

For periods ended December 31, 1999 Money Market Portfolio -- Service Shares
- --------------------------------------------------------------------------------
One Year 4.38%
Five Years 4.72%
Since Portfolio Inception* 4.23%
- --------------------------------------------------------------------------------

* Inception date for the Service Shares of the portfolio was December 3, 1990.

3
<PAGE>

Fee and expense information

The following information is designed to help you understand the fees and
expenses that you may pay if you buy and hold Premier Money Market Shares of the
Money Market Portfolio.

<TABLE>
- -----------------------------------------------------------------------------------------------
<S> <C>
Shareholder Fees (fees paid directly from your investment):
- -----------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on purchases (as % of offering price) NONE
- -----------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) (as % of redemption proceeds) NONE
- -----------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested dividends/distribution NONE
- -----------------------------------------------------------------------------------------------
Redemption fee (as % of amount redeemed, if applicable) NONE
- -----------------------------------------------------------------------------------------------
Exchange fee NONE
- -----------------------------------------------------------------------------------------------
Annual portfolio operating expenses (expenses that are deducted from portfolio assets):
- -----------------------------------------------------------------------------------------------
Management fee 0.16%
- -----------------------------------------------------------------------------------------------
Distribution (12b-1) fees 0.25%
- -----------------------------------------------------------------------------------------------
Other expenses 0.55%*
- -----------------------------------------------------------------------------------------------
Total annual portfolio operating expenses 0.96%
- -----------------------------------------------------------------------------------------------
</TABLE>

* Other expenses are based on estimated amounts for the current fiscal year.

Example

This example is to help you compare the cost of investing in the Premier Money
Market Shares of the Money Market Portfolio with the cost of investing in other
mutual funds.

This example illustrates the impact of the above fees and expenses on an account
with an initial investment of $10,000, based on the expenses shown above. It
assumes a 5% annual return, the reinvestment of all dividends and distributions,
and "Total annual portfolio operating expenses" remaining the same each year.
The expenses would be the same whether you sold your shares at the end of each
period or continued to hold them. Actual expenses and returns vary from year to
year, and may be higher or lower than those shown.

- ------------------------------------------------------
One Year $ 98
- ------------------------------------------------------
Three Years $ 307
- ------------------------------------------------------
Five Years $ 532
- ------------------------------------------------------
Ten Years $1,181
- ------------------------------------------------------

4
<PAGE>

GOVERNMENT SECURITIES PORTFOLIO

Investment objective

The portfolio seeks to provide maximum current income consistent with stability
of capital.

The portfolio's investment objective may not be changed without a vote of
shareholders.

Main investment strategies

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 related repurchase
agreements. All such securities purchased mature in 12 months or less. The
portfolio maintains a dollar-weighted average maturity of 90 days or less.

The portfolio may invest in repurchase agreements. Repurchase agreements are
instruments under which the portfolio acquires ownership of a U.S. Government
security from a broker-dealer or bank that agrees to repurchase such security at
a mutually agreed upon time and price, which price is higher than the purchase
price. The maturity of the securities subject to repurchase may exceed one year.

Of course, there can be no guarantee that by following these investment
strategies, the portfolio will achieve its objective.

Main risks

Some securities issued by U.S. Government agencies or instrumentalities are
supported only by the credit of that agency or instrumentality, while other
securities have an additional line of credit with the U.S. Treasury. There is no
guarantee that the U.S. Government will provide support to such agencies or
instrumentalities and such securities may involve risk of loss of principal and
interest.

5
<PAGE>

Past performance

No performance information is provided for the Premier Money Market Shares since
they do not have a full calendar year of performance. For reference, the chart
and table below provide some indication of the risks of investing in the
portfolio by illustrating how the Government Securities Portfolio's Service
Shares have performed from year to year and by showing the average annual total
returns for the periods stated. Of course, past performance is not necessarily
an indication of future performance.

Annual total returns of the Service Shares* for years ended December 31

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

- --------------------------------------------------------------------------------
5.29 3.05 2.42 3.51 5.19 4.70 4.79 4.56 4.21

1991 1992 1993 1994 1995 1996 1997 1998 1999
- --------------------------------------------------------------------------------

For the period included in the bar chart, the Service Shares' highest return for
a calendar quarter was 1.46% (the 1st quarter of 1991), and the Service Shares'
lowest return for a calendar quarter was 0.59% (the 2nd quarter of 1993).

Average Annual Total Returns

Government Securities
For periods ended December 31, 1999 Portfolio -- Service Shares
- --------------------------------------------------------------------------------
One Year 4.21%
Five Years 4.69%
Since Portfolio Inception* 4.21%
- --------------------------------------------------------------------------------

* Inception date for the Service Shares of the portfolio was December 3, 1990.

6
<PAGE>

Fee and expense information

The following information is designed to help you understand the fees and
expenses that you may pay if you buy and hold Premier Money Market Shares of the
Government Securities Portfolio.

<TABLE>
- -----------------------------------------------------------------------------------------------
<S> <C>
Shareholder Fees (fees paid directly from your investment):
- -----------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on purchases (as % of offering price) NONE
- -----------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) (as % of redemption proceeds) NONE
- -----------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested dividends/distribution NONE
- -----------------------------------------------------------------------------------------------
Redemption fee (as % of amount redeemed, if applicable) NONE
- -----------------------------------------------------------------------------------------------
Exchange fee NONE
- -----------------------------------------------------------------------------------------------
Annual portfolio operating expenses (expenses that are deducted from portfolio assets):
- -----------------------------------------------------------------------------------------------
Management fee 0.20%
- -----------------------------------------------------------------------------------------------
Distribution (12b-1) fees 0.25%
- -----------------------------------------------------------------------------------------------
Other expenses 0.60%*
- -----------------------------------------------------------------------------------------------
Total portfolio operating expenses 1.05
- -----------------------------------------------------------------------------------------------
Expense reimbursement 0.05%
- -----------------------------------------------------------------------------------------------
Net expenses 1.00%**
- -----------------------------------------------------------------------------------------------
</TABLE>

* Other expenses are based on estimated amounts for the current fiscal year.

** By contract, total annual portfolio operating expenses are capped at 1.00%
for Premier Money Market Shares through August 1, 2001.

Example

This example is to help you compare the cost of investing in the Premier Money
Market Shares of the Government Securities Portfolio with the cost of investing
in other mutual funds.

This example illustrates the impact of the above fees and expenses on an account
with an initial investment of $10,000, based on the expenses shown above. It
assumes a 5% annual return, the reinvestment of all dividends and distributions,
and "Total annual portfolio operating expenses" remaining the same each year
except for the first year in the periods shown below. The first year of your
investment will take into account the "Net expenses" as shown above. The
expenses would be the same whether you sold your shares at the end of each
period or continued to hold them. Actual expenses and returns vary from year to
year, and may be higher or lower than those shown.

- ------------------------------------------------------
One Year $ 102
- ------------------------------------------------------
Three Years $ 329
- ------------------------------------------------------
Five Years $ 574
- ------------------------------------------------------
Ten Years $1,277
- ------------------------------------------------------

7
<PAGE>

TAX-EXEMPT PORTFOLIO

Investment objective

The portfolio seeks to provide maximum current income that is exempt from
Federal income taxes to the extent consistent with stability of capital.

The portfolio's investment objective may not be changed without a vote of
shareholders.

Main investment strategies

The portfolio pursues its objective by investing primarily in a professionally
managed, diversified portfolio of short-term high quality tax-exempt municipal
obligations. All such securities purchased mature in 12 months or less. The
portfolio maintains a dollar-weighted average maturity of 90 days or less.

If possible, 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.
These are generally referred to as "municipal securities." The portfolio does
not consider bonds whose interest may be subject to the alternative minimum tax
as municipal securities for purposes of this limitation.

The portfolio focuses its investments in first tier securities (securities
generally rated in the highest short-term category by at least two nationally
recognized rating services).

Municipal securities are debt obligations issued to obtain funds for various
purposes, including the construction of a wide range of public facilities such
as airports, bridges, highways, housing, hospitals, mass transportation,
schools, streets and water and sewer works. Other public purposes for which
municipal securities may be issued include:

o to refund outstanding obligations

o to obtain funds for general operating purposes, or

o to obtain funds to loan to other public institutions and facilities.

The two general classifications of municipal securities are "general obligation"
and "revenue" bonds. General obligation bonds are secured by the issuer's pledge
of its full faith, 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 or other specific revenue source. Industrial development
bonds, which are municipal securities, are in most cases revenue bonds and
generally do not constitute the pledge of the credit of the issuer of such
bonds. The 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.

Of course, there can be no guarantee that by following these investment
strategies, the portfolio will achieve its objective.

8
<PAGE>

Risk management strategies

For temporary defensive purposes or when acceptable short-term municipal
securities are not available, the portfolio may invest its assets in cash, cash
equivalents, or taxable securities. Taxable interest income from these
investments may be taxable to shareholders as ordinary income. In such a case,
the portfolio would not be pursuing, and may not achieve, its investment
objective.

Main risks

The municipal securities market is narrower and less liquid, with fewer
investors, issuers and market makers, than the taxable securities market. The
more limited marketability of municipal securities may make it more difficult in
certain circumstances to dispose of large investments advantageously. In
addition, certain municipal securities may lose their tax-exempt status in the
event of a change in the applicable tax laws.

Industrial development bonds, which are municipal securities, generally do not
constitute the pledge of the credit of the issuer of such bonds. The portfolio
may invest all or any part of its assets in municipal securities that are
industrial development bonds.

To the extent that the portfolio invests in taxable securities, a portion of its
income would be taxable.

9
<PAGE>

Past performance

No performance information is provided for the Premier Money Market Shares since
they do not have a full calendar year of performance. For reference, the chart
and table below provide some indication of the risks of investing in the
portfolio by illustrating how the Tax-Exempt Portfolio's Service Shares have
performed from year to year and by showing the average annual total returns for
the periods stated. Of course, past performance is not necessarily an indication
of future performance.

Annual total returns of the Service Shares* for years ended December 31

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

- --------------------------------------------------------------------------------
3.91 2.42 1.84 2.32 3.32 2.85 2.90 2.70 2.42

1991 1992 1993 1994 1995 1996 1997 1998 1999

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

For the period included in the bar chart, the Service Shares' highest return for
a calendar quarter was 0.98% (the 1st quarter of 1991), and the Service Shares'
lowest return for a calendar quarter was 0.45% (the 2nd quarter of 1993).

Average Annual Total Returns

For periods ended December 31, 1999 Tax-Exempt Portfolio -- Service Shares
- --------------------------------------------------------------------------------
One Year 2.42%
Five Years 2.84%
Since Portfolio Inception* 2.76%
- --------------------------------------------------------------------------------

* Inception date for the Service Shares of the portfolio was December 3, 1990.

10
<PAGE>

Fee and expense information

The following information is designed to help you understand the fees and
expenses that you may pay if you buy and hold Premier Money Market Shares of the
Tax-Exempt Portfolio.

<TABLE>
- -----------------------------------------------------------------------------------------------
<S> <C>
Shareholder Fees (fees paid directly from your investment):
- -----------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on purchases (as % of offering price) NONE
- -----------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) (as % of redemption proceeds) NONE
- -----------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested dividends/distribution NONE
- -----------------------------------------------------------------------------------------------
Redemption fee (as % of amount redeemed, if applicable) NONE
- -----------------------------------------------------------------------------------------------
Exchange fee NONE
- -----------------------------------------------------------------------------------------------
Annual portfolio operating expenses (expenses that are deducted from portfolio assets):
- -----------------------------------------------------------------------------------------------
Management fee 0.19%
- -----------------------------------------------------------------------------------------------
Distribution (12b-1) fees 0.25%
- -----------------------------------------------------------------------------------------------
Other expenses 0.56%*
- -----------------------------------------------------------------------------------------------
Total annual portfolio operating expenses 1.00%
- -----------------------------------------------------------------------------------------------
</TABLE>

* Other expenses are based on estimated amounts for the current fiscal year.

Example

This example is to help you compare the cost of investing in the Premier Money
Market Shares of the Tax-Exempt Portfolio with the cost of investing in other
mutual funds.

- ------------------------------------------------------
One Year $ 102
- ------------------------------------------------------
Three Years $ 318
- ------------------------------------------------------
Five Years $ 552
- ------------------------------------------------------
Ten Years $1,225
- ------------------------------------------------------

11
<PAGE>

TREASURY PORTFOLIO

Investment objective

The portfolio seeks to provide maximum current income consistent with stability
of capital.

The portfolio investment objective may not be changed without a vote of
shareholders.

Main investment strategies

The portfolio pursues its objective by investing exclusively in U.S. Treasury
bills, notes, bonds and other obligations issued by the U.S. Government, and
related repurchase agreements. All such securities purchased mature in 12 months
or less. The portfolio maintains a dollar-weighted average maturity of 90 days
or less. The payment of principal and interest on the securities in the
portfolio's investment portfolio is backed by the full faith and credit of the
U.S. Government.

As a fundamental policy, at least 65% of the portfolio's total assets are
invested in U.S. Treasury obligations and repurchase agreements collateralized
by U.S. Treasury securities.

The portfolio may invest in repurchase agreements. Repurchase agreements are
instruments under which a portfolio acquires ownership of a U.S. Government
security from a broker-dealer or bank that agrees to repurchase such security at
a mutually agreed upon time and price, which price is higher than the purchase
price. The maturity of the securities subject to repurchase may exceed one year.
Currently, the portfolio will only enter into repurchase agreements with primary
U.S. Government securities dealers recognized by the Federal Reserve Bank of New
York that have been approved pursuant to procedures adopted by the fund's Board
of Trustees.

Securities are purchased and sold based on the investment manager's perception
of monetary conditions, the available supply of appropriate investments, and the
manager's projections for short-term interest rate movements.

Of course, there can be no guarantee that by following these investment
strategies, the portfolio will achieve its objective.

Risk management strategies

The portfolio seeks to minimize credit risk by investing exclusively in
short-term obligations backed by the full faith and credit of the U.S.
Government.

Main risks

12
<PAGE>

Past performance

No performance information is provided for the Premier Money Market Shares since
they do not have a full calendar year of performance. For reference, the chart
and table below provide some indication of the risks of investing in the
portfolio by illustrating how the Treasury Portfolio's Service Shares have
performed from year to year and by showing the average annual total returns for
the periods stated. Of course, past performance is not necessarily an indication
of future performance.

Annual total returns of the Service Shares* for years ended December 31

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

- --------------------------------------------------------------------------------
3.33 2.89 4.02 5.75 5.20 5.75 5.21 5.30

1992 1993 1994 1995 1996 1997 1998 1999
- --------------------------------------------------------------------------------

For the period included in the bar chart, the Service Shares' highest return for
a calendar quarter was 1.45% (the 2nd quarter of 1995), and the Service Shares'
lowest return for a calendar quarter was 0.68% (the 1st quarter of 1993).

Average Annual Total Returns

For periods ended December 31, 1999 Treasury Portfolio -- Service Shares
- --------------------------------------------------------------------------------
One Year 5.30%
Five Years 5.35%
Since Portfolio Inception* 4.62%
- --------------------------------------------------------------------------------

* Inception date for the Service Shares of the portfolio was December 17, 1991.

13
<PAGE>

Fee and expense information

The following information is designed to help you understand the fees and
expenses that you may pay if you buy and hold Premier Money Market Shares of the
Treasury Portfolio.

<TABLE>
- -----------------------------------------------------------------------------------------------
<S> <C>
Shareholder Fees (fees paid directly from your investment):
- -----------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on purchases (as % of offering price) NONE
- -----------------------------------------------------------------------------------------------
Maximum deferred sales charge (load) (as % of redemption proceeds) NONE
- -----------------------------------------------------------------------------------------------
Maximum sales charge (load) imposed on reinvested dividends/distribution NONE
- -----------------------------------------------------------------------------------------------
Redemption fee (as % of amount redeemed, if applicable) NONE
- -----------------------------------------------------------------------------------------------
Exchange fee NONE
- -----------------------------------------------------------------------------------------------
Annual portfolio operating expenses (expenses that are deducted from portfolio assets):
- -----------------------------------------------------------------------------------------------
Management fee 0.15%
- -----------------------------------------------------------------------------------------------
Distribution (12b-1) fees 0.25%
- -----------------------------------------------------------------------------------------------
Other expenses 0.63%*
- -----------------------------------------------------------------------------------------------
Total annual portfolio operating expenses 1.03%**
- -----------------------------------------------------------------------------------------------
Expense reimbursement 0.03%
- -----------------------------------------------------------------------------------------------
Net expenses 1.00%**
- -----------------------------------------------------------------------------------------------
</TABLE>

* Other expenses are based on estimated amounts for the current fiscal year.

** By contract, total annual portfolio operating expenses are capped at 1.00%
for Premier Money Market Shares through August 1, 2001.

Example

This example is to help you compare the cost of investing in the Premier Money
Market Shares of the Treasury Portfolio with the cost of investing in other
mutual funds.

This example illustrates the impact of the above fees and expenses on an account
with an initial investment of $10,000, based on the expenses shown above. It
assumes a 5% annual return, the reinvestment of all dividends and distributions,
and "Total annual portfolio operating expenses" remaining the same each year
except for the first year in the periods shown below. The first year of your
investment will take into account the "Net expenses" as shown above. The
expenses would be the same whether you sold your shares at the end of each
period or continued to hold them. Actual expenses and returns vary from year to
year, and may be higher or lower than those shown.

- ------------------------------------------------------
One Year $ 102
- ------------------------------------------------------
Three Years $ 325
- ------------------------------------------------------
Five Years $ 566
- ------------------------------------------------------
Ten Years $1,257
- ------------------------------------------------------

14
<PAGE>

INVESTMENT ADVISER

Each portfolio retains the investment management firm of Scudder Kemper
Investments, Inc. (the "Adviser"), 345 Park Avenue, New York, NY 10154-0010, to
manage each portfolio's daily investment and business affairs subject to the
policies established by the portfolios' Board. The Adviser actively manages each
portfolio's investments. Professional management can be an important advantage
for investors who do not have the time or expertise to invest directly in
individual securities. The Adviser is one of the largest and most experienced
investment management organizations worldwide, managing more than $290 billion
in assets globally for mutual fund investors, retirement and pension plans,
institutional and corporate clients, and private family and individual accounts.

Money Market Portfolio

The Adviser, the portfolio's Principal Underwriter, Kemper Distributors Inc.,
the portfolio's Shareholder Service Agent, Kemper Service Company, and the
portfolio's Accounting Agent, Scudder Fund Accounting Corporation, have
voluntarily agreed to maintain the total annualized expenses of the portfolio's
Premier Money Market Shares at no more than 1.00% of the average daily net
assets. This arrangement may be discontinued at any time. The Adviser received
an investment management fee of 0.19% of the portfolio's average daily net
assets on an annual basis for the fiscal year ended April 30, 1999, reflecting
the effect of expense limitations and/or fee waivers then in effect on the
Service Shares of the Portfolio.

Government Securities Portfolio

The Adviser, the portfolio's Principal Underwriter, Kemper Distributors Inc.,
the portfolio's Shareholder Service Agent, Kemper Service Company, and the
portfolio's Accounting Agent, Scudder Fund Accounting Corporation, have
contractually agreed to maintain the total annualized expenses of the
portfolio's Premier Money Market Shares at no more than 1.00% of the average
daily net assets. The Adviser received an investment management fee of 0.18% of
the portfolio's average daily net assets on an annual basis for the fiscal year
ended April 30, 1999, reflecting the effect of expense limitations and/or fee
waivers then in effect on the Service Shares of the Portfolio.

Tax-Exempt Portfolio

The Adviser, the portfolio's Principal Underwriter, Kemper Distributors Inc.,
the portfolio's Shareholder Service Agent, Kemper Service Company, and the
portfolio's Accounting Agent, Scudder Fund Accounting Corporation, have
voluntarily agreed to maintain the total annualized expenses of the of the
portfolio's Premier Money Market Shares at no more than 1.00% of the average
daily net assets. This arrangement may be discontinued at any time. The Adviser
received an investment management fee of 0.19% of the portfolio's average daily
net assets on an annual basis for the fiscal year ended April 30, 1999,
reflecting the effect of expense limitations and/or fee waivers then in effect
for the Service Shares of the Portfolio.

Treasury Portfolio

The Adviser; the portfolio's Principal Underwriter, Kemper Distributors, Inc.;
the fund's Shareholder Service Agent, Kemper Service Company; and the
portfolio's Accounting Agent, Scudder Fund Accounting Corporation, have
contractually agreed to maintain the total annualized expenses of the
portfolio's Premier Money Market Shares at no more than 1.00% of the average
daily net assets. The Adviser received an investment management fee of 0.03% of
the portfolio's average daily net assets on an annual basis for the fiscal year
ended March 31, 1999, reflecting the effect of expenses limitations then in
effect on the Service Shares of the Portfolio.

15
<PAGE>

PORTFOLIO MANAGEMENT

The following investment professionals are associated with the portfolios as
indicated:

<TABLE>
<CAPTION>
Money Market Portfolio

Name & Title Joined the Portfolio Background
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Frank J. Rachwalski, Jr. 1990 Joined the Adviser in 1973 and began his investment career at
Lead Manager that time. He has been responsible for the trading and portfolio
management of money market funds since 1974.

Geoffrey Gibbs 1999 Joined the Adviser in 1996 as a trader for money market funds
Manager and began his investment career in 1994.
- ---------------------------------------------------------------------------------------------------------------------

Government Securities Portfolio

Name & Title Joined the Portfolio Background
- ---------------------------------------------------------------------------------------------------------------------
Frank J. Rachwalski, Jr. 1990 Joined the Adviser in 1973 and began his investment career at
Lead Manager that time. He has been responsible for the trading and portfolio
management of money market funds since 1974.

Dean Meddaugh 1999 Joined the Adviser in 1996 as a money market trader, and in 1998
Manager became a money market manager. He began his investment career in
1994 as an accountant for an unaffiliated investment management firm.
- ---------------------------------------------------------------------------------------------------------------------

Tax-Exempt Portfolio

Name & Title Joined the Portfolio Background
- ---------------------------------------------------------------------------------------------------------------------
Frank J. Rachwalski, Jr. 1990 Joined the Adviser in 1973 and began his investment career at
Lead Manager that time. He has been responsible for the trading and portfolio
management of money market funds since 1974.

Jerri I. Cohen 1998 Joined the Adviser in 1981 as an accountant and began her
Manager investment career in 1992 as a money market trader.
- ---------------------------------------------------------------------------------------------------------------------

Treasury Portfolio

Name & Title Joined the Portfolio Background
- ---------------------------------------------------------------------------------------------------------------------
Frank J. Rachwalski, Jr. 1990 Joined the Adviser in 1973 and began his investment career at
Lead Manager that time. He has been responsible for the trading and portfolio
management of money market funds since 1974.

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ABOUT YOUR INVESTMENT

TRANSACTION INFORMATION

Share price

Scudder Fund Accounting Corporation determines the net asset value per share of
each portfolio on each day the New York Stock Exchange (the "Exchange") is open
for trading, at 11:00 a.m., 1:00 p.m. and 3:00 p.m. Central time for Money
Market Portfolio and Treasury Portfolio, at 11:00 a.m., 1:00 p.m., 3:00 p.m. and
8:00 p.m. Central time for Government Securities Portfolio and at 11:00 a.m. and
3:00 p.m. Central time for Tax-Exempt Portfolio.

Each portfolio seeks to maintain a net asset value of $1.00 per share and values
its portfolio instruments at amortized cost. Calculations are made to compare
the value of each portfolio's investments, valued at amortized cost, with
market-based values. In order to value its investments at amortized cost, each
portfolio purchases only securities with a maturity of 12 months or less (397
days or less for the Treasury Portfolio) and maintains a dollar-weighted average
maturity of 90 days or less. In addition, the portfolio limits its portfolio
investments to securities that meet the quality and diversification requirements
of federal law.

The net asset value per share is the value of one share and is determined by
dividing the value of the total fund assets attributable to the applicable
class, less all liabilities attributable to that class, by the total number of
shares outstanding for that class.

Processing time

Payment for shares you sell will be made in cash as promptly as practicable but
in no event later than seven days after receipt of a properly executed request.
If you have share certificates, these must accompany your order in proper form
for transfer. When you place an order to sell shares for which a portfolio may
not yet have received good payment (i.e., purchases by check or certain
Automated Clearing House Transactions), a portfolio may delay transmittal of the
proceeds until it has determined that collected funds have been received for the
purchase of such shares. This may be up to 10 days from receipt by a portfolio
of the purchase amount. 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, the redemption of such shares by a portfolio may be subject to a
contingent deferred sales charge as explained in the prospectus for the other
fund.

Signature guarantees

A signature guarantee is required unless you sell shares worth $50,000 or less
and the proceeds are payable to the shareholder of record at the address of
record. You can obtain a guarantee from most brokerage houses and financial
institutions, although not from a notary public. The portfolios will normally
send you the proceeds within one business day following your request, but may
take up to seven business days (or longer in the case of shares recently
purchased by check).

Minimum balances

The minimum initial investment for each portfolio's Premier Money Market Shares
is $1,000 and the minimum subsequent investment is $100, but such minimum
amounts may be changed at any time in management's discretion. Firms offering
portfolio shares may set different minimums for accounts they service and may
change such minimums at their discretion.

Because of the high cost of maintaining small accounts, each portfolio reserves
the right to redeem an account with a balance below $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 a portfolio
redeems that shareholder account.

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Redemption-in-kind

The portfolios reserve the right to honor any request for redemption or
repurchase order by "redeeming in kind," that is, by making payment of
redemption proceeds in marketable securities (which typically will involve
brokerage costs for the shareholder to liquidate) rather than cash; the
portfolios generally will not make a redemption-in-kind in marketable securities
unless a shareholder's requests over a 90-day period total more than $250,000 or
1% of a portfolio's assets, whichever is less.

Rule 12b-1 plan

Each portfolio has adopted a plan under Rule 12b-1 for each portfolio's Premier
Shares that provides for fees payable as an expense of a portfolio that are used
by the principal underwriter to pay for distribution and services for that
portfolio. Under the Rule 12b-1 plan for each portfolio's Premier Shares, each
portfolio pays an annual distribution services fee, payable monthly, of 0.25% of
that portfolio's average daily net assets. Because 12b-1 fees are paid out of
the portfolios' assets on an ongoing basis, they will, over time, increase the
cost of investment and may cost more than paying other types of sales charges.

Buying shares

Shares of each portfolio may be purchased at net asset value, with no sales
charge through selected financial services firms, such as broker-dealers and
banks. Investors must indicate the portfolio in which they wish to invest.

Each portfolio seeks to be as fully invested as possible at all times in order
to achieve maximum income. Since the portfolios will be investing in instruments
that normally require immediate payment in Federal Funds (monies credited to a
bank's account with its regional Federal Reserve Bank), each portfolio has
adopted procedures for the convenience of its shareholders and to ensure that it
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 net asset value.
Shares purchased by wire will receive that day's dividend if effected at or
prior to (i) the 1:00 p.m. Central time net asset value determination for the
Money Market Portfolio, the Government Securities Portfolio and the Treasury
Portfolio; (ii) the 11:00 a.m. Central time net asset value determination for
the Tax-Exempt Portfolio.

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

If payment is wired in Federal Funds, the payment should be directed to UMB Bank
N.A. (ABA #101-000-695), 10th and Grand Avenue, Kansas City, MO 64106 for credit
to the appropriate portfolio bank account (Money Market Portfolio 346:
98-0119-980-3; Government Securities Portfolio 347: 98-0119-983-8; Tax-Exempt
Portfolio 348: 98-0119-985-4; Treasury Portfolio 343: 98-7036-760-2) and further
credit to your account number.

Third party transactions

If you buy and sell shares of a portfolio through a member of the National
Association of Securities Dealers, Inc. (other than the portfolios'
distributor), that member may charge a fee for that service. This prospectus
should be read in connection with such firms' material regarding their fees and
services.

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Other Information

Each portfolio and its distributor reserve the right to withdraw all or any part
of the offering made by this prospectus or to reject purchase orders, without
prior notice. Also, from time to time, each portfolio may temporarily suspend
the offering of its shares to new investors. During the period of such
suspension, persons who are already shareholders normally are permitted to
continue to purchase additional shares and to have dividends reinvested. Each
portfolio 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 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
portfolio. 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 portfolio's Shareholder
Service Agent, 811 Main Street, Kansas City, Missouri 64105-2005.

The information in this prospectus applies only to each portfolio's Premier
Money Market Shares. The Money Market Portfolio and the Tax-Exempt Portfolio
each have three other classes and the Government Securities Portfolio and the
Treasury Portfolio each have one other share class, all of which are described
in separate prospectuses and which have different fees, requirements and
services.

SELLING AND EXCHANGING SHARES

Upon receipt by the Shareholder Service Agent of a request in the form described
below, shares of a portfolio will be redeemed at the next determined net asset
value. If processed at 3:00 p.m. Central time for each Portfolio (or 8:00 p.m.
for the Government Securities Portfolio), the shareholder will receive that
day's dividend. For the Portfolio, requests received by the Shareholder Service
Agent for expedited wire redemptions prior to 11:00 a.m. Central time will
result in shares being redeemed that day, and normally proceeds will be sent to
the designated account that day. 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.

Shareholders should contact the financial services firm through which shares
were purchased for redemption instructions. Any shareholder may request that a
portfolio redeem his or her shares. When shares are held for the account of a
shareholder by the portfolios' transfer agent, the shareholder may redeem them
by sending a written request with signatures guaranteed to Kemper Service
Company, P.O. Box 219153, Kansas City, Missouri 64141-9153.

An exchange of shares entails the sale of portfolio shares and subsequent
purchase of shares of another Kemper Fund.

Shareholders may obtain additional information about other ways to redeem shares
such as telephone redemptions, expedited wire transfer redemptions, and
redemptions by draft by contacting their financial services firm.

Checkwriting. You may redeem shares of any portfolio by writing checks against
your account for at least $100 and no more than $5,000,000.

Special Features. Certain firms that offer shares of the portfolios also provide
special redemption features through charge or debit cards and checks that redeem
portfolio 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.

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DISTRIBUTIONS

The portfolios' dividends are declared daily and distributed monthly to
shareholders. Any dividends or capital gains distributions declared in October,
November or December with a record date in such month and paid during the
following January will be treated by shareholders for federal income tax
purposes as if received on December 31 of the calendar year declared. A
portfolio may adjust its schedule for dividend reinvestment for the month of
December in order to comply with Internal Revenue code requirements.

Income dividends and capital gain dividends, if any, of a portfolio will be
credited to shareholder accounts in full and fractional shares of the same
portfolio at net asset value, except that, upon written request to Kemper
Service Company, a shareholder may choose to receive income and capital gain
dividends in cash.

For retirement plans, all dividends and capital gains distributions must be
reinvested into the shareholder's account. Distributions are generally taxable
whether received in cash or reinvested. Exchanges among other mutual funds may
also be taxable events.

TAXES

Generally, dividends from net investment income are taxable to shareholders as
ordinary income. Long-term capital gains distributions, if any, are taxable to
shareholders as long-term capital gains, regardless of the length of time
shareholders have owned shares. Short-term capital gains and any other taxable
income distributions are taxable as ordinary income. A portion of dividends from
ordinary income may qualify for the dividends-received deduction for
corporations. Distributions of tax-exempt interest income from Tax-Exempt
Portfolio are expected to be exempt from federal income taxation, except for the
possible applicability of the alternative minimum tax.

Each portfolio sends detailed tax information about the amount and type of its
distributions by January 31 of the following year.

Each portfolio may be required to withhold U.S. federal income tax at the rate
of 31% of all taxable distributions payable to shareholders who fail to provide
the portfolio with their correct taxpayer identification number or to make
required certifications, or who have been notified by the IRS that they are
subject to backup withholding. Any such withheld amounts may be credited against
the shareholder's U.S. federal income tax liability.

You may be subject to state, local and foreign taxes on portfolio distributions
and dispositions of portfolio shares. You should consult your tax adviser
regarding the particular tax consequences of an investment in a portfolio.

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Additional information about the portfolios may be found in the Statement of
Additional Information and in shareholder reports. Shareholder inquiries may be
made by calling the toll-free telephone number listed below. The Statement of
Additional Information contains more detailed information on each portfolio's
investments and operations. The semiannual and annual shareholder reports
include a listing of portfolio holdings and financial statements. These and
other portfolio documents may be obtained without charge from your financial
adviser, from the Shareholder Service Agent at 1-800-231-8568, from the
Securities and Exchange Commission Web site (http://www.sec.gov), and the
principal underwriter. You can also obtain copies from the SEC (for a
duplicating fee) by writing or calling: Public Reference Section, Securities and
Exchange Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549 (1-800-SEC-0330).

The Statement of Additional Information dated January 24, 2000 is incorporated
by reference into this prospectus (is legally a part of this prospectus).

Investment Company Act file numbers:

Cash Account Trust 811-5970
Money Market Portfolio
Government Securities Portfolio
Tax-Exempt Portfolio

Investors Cash Trust 811-6103
Treasury Portfolio

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STATEMENT OF ADDITIONAL INFORMATION
January 24, 2000

Premier Money Market Shares:

Money Market Portfolio
Government Securities Portfolio
Tax-Exempt Portfolio
Treasury Portfolio

222 South Riverside Plaza, Chicago, Illinois 60606
1-800-231-8568

This combined Statement of Additional Information contains information about the
Premier Money Market Shares of the Money Market Portfolio, Government Securities
Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust and the
Premier Money Market Shares of the Treasury Portfolio, a series of Investors
Cash Trust. Cash Account Trust and Investors Cash Trust (each a "Trust",
collectively the "Trusts") are open-end diversified management investment
companies. This combined Statement of Additional Information is not a prospectus
and should be read in conjunction with the prospectus of the Premier Money
Market Shares of the Money Market Portfolio, Government Securities Portfolio,
Tax-Exempt Portfolio, and Treasury Portfolio (each a "Portfolio", collectively
the "Portfolios") dated January 24, 2000. The prospectus may be obtained without
charge from the Trusts at the address or telephone number on this cover or the
firm from which this Statement of Additional Information was received and is
also available along with other related materials at the SEC's Internet web site
(http://www.sec.gov).

TABLE OF CONTENTS

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

INVESTMENT POLICIES AND TECHNIQUES.............................................5

INVESTMENT ADVISER AND SHAREHOLDER SERVICES...................................11

PORTFOLIO TRANSACTIONS........................................................15

PURCHASE AND REDEMPTION OF SHARES.............................................16

DIVIDENDS, NET ASSET VALUE AND TAXES..........................................19

PERFORMANCE...................................................................22

OFFICERS AND TRUSTEES.........................................................24

SPECIAL FEATURES..............................................................27

SHAREHOLDER RIGHTS............................................................29

APPENDIX --RATINGS OF INVESTMENTS.............................................31

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INVESTMENT RESTRICTIONS

The Trusts have each adopted for the Portfolios certain investment restrictions
which, together with the investment objective and policies of each Portfolio
(except for policies designated as non-fundamental and limited in regard to the
Tax-Exempt Portfolio to the policies in the first and fifth paragraphs under
Investment Policies and Techniques- "Tax-Exempt Portfolio" below), 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, as
amended (the "1940 Act"), 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 Trust 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 1940 Act.

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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 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.

With regard to restriction #13, for purposes of determining the percentage of
the Portfolio's total assets invested in securities of issuers having their
principal business activities in a particular industry, asset backed securities
will be classified separately, based on the nature of the underlying assets.
Currently, the following categories are used: captive auto, diversified, retail
and consumer loans, captive equipment and business, business trade receivables,
nuclear fuel and capital and mortgage lending.

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 Trust 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.

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(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 1940 Act.

The Treasury Portfolio may not:

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

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

(3) Concentrate its investments in a particular industry, as that
term is used in the 1940 Act, and as interpreted or modified
by regulatory authority having jurisdiction, from time to
time;

(4) Engage in the business of underwriting securities issued by
others, except to the extent that the Portfolio may be deemed
to be an underwriter in connection with the disposition of
portfolio securities;

(5) Purchase or sell real estate, which term does not include
securities of companies which deal in real estate or mortgages
or investments secured by real estate or interests therein,
except that the Portfolio reserves freedom of action to hold
and to sell real estate acquired as a result of the
Portfolio's ownership of securities;

(6) Purchase physical commodities or contracts relating to
physical commodities; or

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

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 under each
portfolio's investment restriction relating to borrowing. 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 Money Market Portfolio and the Government Securities Portfolio, as a
non-fundamental policy that may be changed without shareholder vote,
individually may not:

(i) Purchase securities of other investment companies,
except in connection with a merger, consolidation,
reorganization or acquisition of assets.

The Tax-Exempt Portfolio, as a non-fundamental policy that may be changed
without shareholder vote, may not:

(i) Purchase securities of other investment companies,
except in connection with a merger, consolidation,
reorganization or acquisition of assets.

The Treasury Portfolio, as a non-fundamental policy that may be changed without
shareholder vote, may not:

(i) Purchase any securities other than obligations issued
by the U.S. Government and repurchase agreements of
such obligations, except in connection with a
master/feeder fund structure. However, if the Fund
implements a master/feeder fund structure,
shareholder approval is required.

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INVESTMENT POLICIES AND TECHNIQUES

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

The Portfolios described in this Statement of Additional Information seek to
provide maximum current income consistent with the stability of capital. Each
Portfolio is managed to maintain a net asset value of $1.00 per share.

Each Trust 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. Each Trust pools individual and institutional investors' money that it
uses to buy high quality money market instruments. Each Trust is a series
investment company that is able to provide investors with a choice of separate
investment portfolios. Cash Account Trust currently offers three investment
portfolios: the Money Market Portfolio, the Government Securities Portfolio
(which is not offered in this Statement of Additional Information) and the
Tax-Exempt Portfolio. Investors Cash Trust currently offers two investment
portfolios: the Government Securities Portfolio and the Treasury Portfolio.
Because each Portfolio combines its shareholders' money, it can buy and sell
large blocks of securities, which reduces transaction costs and maximizes
yields. Each Trust 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
Portfolios invest, are generally considered to be among the safest available.
Thus, each Portfolio 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 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 Portfolio's investment adviser.
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 this 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 1940 Act.

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The 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
Portfolio's investment adviser temporarily invest less than 25% of its assets in
such obligations whenever the Portfolio assumes a defensive posture. Investments
by the 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.

The 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 Section 4(2) paper, thus providing
liquidity. The Portfolio's investment adviser considers the legally restricted
but readily saleable Section 4(2) paper to be liquid; however, pursuant to
procedures approved by the Board of Trustees of the Trust, if a particular
investment in Section 4(2) paper is not determined to be liquid, that investment
will be included within the 10% limitation on illiquid securities discussed
below. The Portfolio's investment adviser monitors the liquidity of the
Portfolio's investments in Section 4(2) paper on a continuous basis.

The 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 ("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
Portfolio's investment adviser considers these factors as well as others, such
as any quality ratings issued by the rating services identified above, in
reviewing the credit risk presented by a certificate 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 Portfolio to readily sell its

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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 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 such 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 Fannie Mae, the Farm Credit System and the 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 Portfolio seeks to maintain at $1.00 per share.
Also, with respect to securities supported only by the credit of the issuing
agency or instrumentality or by an additional line of credit with the U.S.
Treasury, there is no guarantee that the U.S. Government will provide support to
such agencies or instrumentalities and such securities may involve risk of loss
of principal and interest.

Tax-Exempt Portfolio. The 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 Portfolio does not consider "private
activity" bonds 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.

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 which the 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.

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 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 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.

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<PAGE>

Government securities acceptable to the Portfolio's investment adviser; (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 Portfolio's
investment adviser. 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."

Dividends representing net interest income received by the 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. 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. 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.

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 Portfolio are
in most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. 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. See "Appendix" for
a more detailed discussion of the Moody's and S&P ratings outlined above. The
Portfolio may invest in short-term "private activity" bonds.

The 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 Portfolio'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 Portfolio's investment adviser to present
minimal credit risks. If an issuer, bank or dealer 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.

The 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 Portfolio's investment adviser considers these factors
as well as others, such as any quality ratings issued by the rating services
identified above, in reviewing the credit risk presented by a Certificate of
Participation and in determining whether the Certificate of Participation is
appropriate for investment by the Portfolio. It is anticipated by the
Portfolio's investment adviser 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

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<PAGE>

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 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
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.

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 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 adviser. To the extent that the Portfolio's assets
are concentrated in Municipal Securities payable from revenues on economically
related projects and facilities, the 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.

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.

Treasury Portfolio. The Treasury 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 by the U.S. Government and related repurchase agreements. All securities
purchased mature in 12 months or less. The payment

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<PAGE>

of principal and interest on the securities in the Portfolio's portfolio is
backed by the full faith and credit of the U.S. Government. See below for
information regarding variable rate securities and repurchase agreements.

There can be no assurance that each Portfolio's objective can be met.

Variable Rate Securities. Each Portfolio may invest in Variable Rate Securities,
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. 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 Demand
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 Rule 2a-7, which
allows each 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.

Repurchase Agreements. Each Portfolio may enter into repurchase agreements with
any member bank of the Federal Reserve System or any domestic broker/dealer
which is recognized as a reporting Government securities dealer if the
creditworthiness of the bank or broker/dealer has been determined by the Adviser
to be at least as high as that of other obligations the Portfolios may purchase
or to be at least equal to that of issuers of commercial paper rated within the
two highest grades assigned by Moody's, S&P or Duff.

A repurchase agreement provides a means for a Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., the Portfolio) acquires a security ("Obligation") and the
seller agrees, at the time of sale, to repurchase the Obligation at a specified
time and price. Securities subject to a repurchase agreement are held in a
segregated account and the value of such securities kept at least equal to the
repurchase price on a daily basis. The repurchase price may be higher than the
purchase price, the difference being income to the Portfolio, or the purchase
and repurchase prices may be the same, with interest at a stated rate due to the
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to a Portfolio (which is taxable) is unrelated to the
interest rate on the Obligation itself. Obligations will be held by the
custodian or in the Federal Reserve Book Entry system.

For purposes of the 1940 Act, a repurchase agreement is deemed to be a loan from
a Portfolio to the seller of the Obligation subject to the repurchase agreement
and is therefore subject to that Portfolio's investment restriction applicable
to loans. It is not clear whether a court would consider the Obligation
purchased by a Portfolio subject to a repurchase agreement as being owned by
that Portfolio or as being collateral for a loan by the Portfolio to the seller.
In the event of the commencement of bankruptcy or insolvency proceedings with
respect to the seller of the Obligation before repurchase of the Obligation
under a repurchase agreement, a Portfolio may encounter delay and incur costs
before being able to sell the security. Delays may involve loss of interest or
decline in price of the Obligation. If the court characterized the transaction
as a loan and a Portfolio has not perfected an interest in the Obligation, that
Portfolio may be required to return the Obligation to the seller's estate and be
treated as an unsecured creditor of the seller. As an unsecured creditor, a
Portfolio is at risk of losing some or all of the principal and income involved
in the transaction. As with any unsecured debt obligation purchased for each
Portfolio, the Adviser seeks to minimize the risk of loss through repurchase
agreements by analyzing the creditworthiness of the obligor, in this case the
seller of the Obligation. Apart from the risk of bankruptcy or insolvency
proceedings, there is also the risk that the seller may fail to repurchase the
Obligation, in which case the Portfolio may incur a loss if the proceeds to the
Portfolio of the sale to a third party are less than the repurchase price.
However, if the market value of the Obligation subject to the repurchase
agreement becomes less than the repurchase price (including interest), each
Portfolio will direct the seller of the Obligation to deliver additional
securities so that the market value of all securities subject to the repurchase

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<PAGE>

agreement will equal or exceed the repurchase price. It is possible that a
Portfolio will be unsuccessful in seeking to enforce the seller's contractual
obligation to deliver additional securities.

Repurchase agreements are instruments under which a Portfolio acquires ownership
of a U.S. Government security from a broker-dealer or bank that agrees to
repurchase the U.S. Government 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 incur expenses in
enforcing its rights, and could experience losses, including a decline in the
value of the underlying securities and loss of income. Currently, a Portfolio
will only enter into repurchase agreements with primary U.S. Government
securities dealers recognized by the Federal Reserve Bank of New York that have
been approved by the adviser. A Portfolio will not purchase illiquid securities
including repurchase agreements maturing in more than seven days if, as a result
thereof, more than 10% of a Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

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

INVESTMENT ADVISER AND SHAREHOLDER SERVICES

Investment Adviser. Scudder Kemper Investments, Inc. ("Scudder Kemper") 345 Park
Avenue, New York, New York 10154-0010, is the investment adviser for each
Portfolio. Scudder Kemper is approximately 70% owned by Zurich Insurance
Company, a leading internationally recognized provider of insurance and
financial services in property/casualty and life insurance, reinsurance and
structured financial solutions as well as asset management. The balance of
Scudder Kemper is owned by Scudder Kemper's officers and employees.
Responsibility for overall management of each Portfolio rests with the Board of
Trustees and officers. Pursuant to investment management agreements between the
Trusts, on behalf of the Portfolios, and Scudder Kemper (the "Agreements"),
Scudder Kemper acts as each Portfolio's Adviser, manages its investments,
administers its business affairs, furnishes office facilities and equipment,
provides clerical and administrative services, provides shareholder and
information services and permits any of its officers or employees to serve
without compensation as trustees or officers of each Trust if elected to such
positions. Each Portfolio pays the expenses of its operations, including the
fees and expenses of independent auditors, counsel, custodian and transfer agent
and the cost of share certificates, reports and notices to shareholders, costs
of calculating net asset value and maintaining all accounting records related
thereto, brokerage commissions or transaction costs, taxes, registration fees,
the fees and expenses of qualifying each Portfolio and its shares for
distribution under federal and state securities laws and membership dues in the
Investment Company Institute or any similar organization.

Each Agreement provides that Scudder Kemper shall not be liable for any error of
judgment or of law, or for any loss suffered by the Portfolios in connection
with the matters to which the agreement relates, except a loss resulting from
willful

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misfeasance, bad faith or gross negligence on the part of Scudder Kemper in the
performance of its obligations and duties, or by reason of its reckless
disregard of its obligations and duties under the agreement.

In certain cases the investments for the Portfolios are managed by the same
individuals who manage one or more other mutual funds advised by the Adviser
that have similar names, objectives and investment styles as the Portfolios. You
should be aware that the Portfolios are likely to differ from these other mutual
funds in size, cash flow pattern and tax matters. Accordingly, the holdings and
performance of the Portfolios can be expected to vary from those of the other
mutual funds.

On December 31, 1997, pursuant to the terms of an agreement, Scudder, Stevens &
Clark, Inc. ("Scudder"), and Zurich Insurance Company ("Zurich"), formed a new
global investment organization by combining Scudder with Zurich Kemper
Investments, Inc. ("ZKI") and Zurich Kemper Value Advisors, Inc. ("ZKVA"),
former subsidiaries of Zurich. ZKI was the former investment adviser for each
Portfolio. Upon completion of the transaction, Scudder changed its name to
Scudder Kemper Investments, Inc. As a result of the transaction, Zurich owns
approximately 70% of Scudder Kemper, with the balance owned by Scudder Kemper's
officers and employees.

On September 7, 1998, the businesses of Zurich (including Zurich's 70% interest
in the Adviser) and the financial services businesses of B.A.T Industries p.l.c.
("B.A.T") were combined to form a new global insurance and financial services
company known as Zurich Financial Services Group. By way of a dual holding
company structure, former Zurich shareholders initially owned approximately 57%
of Zurich Financial Services Group, with the balance initially owned by former
B.A.T shareholders.

Upon consummation of this transaction, each Portfolio's then current investment
management agreement with the Adviser was deemed to have been assigned and,
therefore, terminated. The Board approved the Agreements with the Adviser, which
are substantially identical to the prior investment management agreements,
except for the dates of execution and termination. The Agreements became
effective on September 7, 1998, upon the termination of the then current
investment management agreements, and were approved at a shareholder meeting
held on December 17, 1998.

The Agreements, dated September 7, 1998, were approved by the trustees of each
Trust on August 11, 1998. The Agreements will continue in effect each year only
if their continuances are approved annually by the vote of a majority of those
trustees who are not parties to such Agreements or interested persons of the
Adviser or a Trust, cast in person at a meeting called for the purpose of voting
on such approval, and either by a vote of a Trust's trustees or of a majority of
the outstanding voting securities of each Trust. The Agreements may be
terminated at any time without payment of penalty by either party on sixty days'
written notice, and automatically terminate in the event of its assignment.

If additional Portfolios become subject to the Agreements, the provisions
concerning continuation, amendment and termination shall be on a Portfolio by
Portfolio basis and the management fee and the expense limitations shall be
computed based upon the average daily net assets of all Portfolios subject to
the Agreements and shall be allocated among such Portfolios based upon the
relative net assets of such Portfolios. Additional Portfolios may be subject to
a different agreement.

For the services and facilities furnished to the portfolios of Cash Account
Trust (i.e. the Money Market, Government Securities and Tax-Exempt Portfolios),
pay a monthly investment management fee on a graduated basis at 1/12 of 0.22% of
the first $500 million of combined average daily net assets of such Portfolios,
0.20% of the next $500 million 0.175% of the next $1 billion, 0.16% of the next
$1 billion and 0.15% of combined average daily net assets of such Portfolios
over $3 billion. The investment management fee is computed based on average
daily net assets of the Portfolios and allocated among the Portfolios based upon
the relative net assets of each Portfolio. Pursuant to the investment management
agreement, the Money Market, Government Securities and Tax-Exempt Portfolios
paid the Adviser fees of $3,120,000, $1,167,000 and $699,000, respectively, for
the fiscal year ended April 30, 1999; $1,888,000, $1,020,000 and $530,000
respectively, for the fiscal year ended April 30, 1998; and $975,000, and
$483,000 and $69,000, respectively, for the fiscal year ended April 30, 1997.
The Adviser and certain affiliates have agreed to limit certain operating
expenses of the Portfolios to the extent described in the prospectus. If expense
limits had not been in effect for the Service Shares of the Portfolios, the
Adviser would have received investment management fees from the Money Market,
Government Securities and Tax-Exempt Portfolios of $4,086,000, $1,270,000 and
$699,000, respectively, for the fiscal year ended April 30, 1999; $2,463,000,
$1,301,000 and $630,000, respectively, for the fiscal year ended April 30, 1998,
and $1,150,000, $744,000 and $212,000,

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respectively, for the fiscal year ended April 30, 1997. The Adviser absorbed
operating expenses for the Money Market, Government Securities and Tax-Exempt
Portfolios of $2,233,000, $103,000 and $0, respectively, for the fiscal year
ended April 30, 1999; $1,253,000, $281,000 and $100,000, respectively, for the
year ended April 30, 1998; $175,000, $261,000 and $143,000, respectively, for
the fiscal year ended April 30, 1997.

For services and facilities furnished to the portfolios of Investors Cash Trust
(i.e. the Treasury Portfolio and the Government Securities Portfolio (which does
not offer Premier Money Market Shares)), the Portfolios pay a monthly investment
management fee of 1/12 of 0.15% of average daily net assets of such Portfolios.
The investment management fee is computed based on the combined average daily
net assets of such Portfolios and allocated between the Portfolios based upon
the relative net asset levels. Pursuant to the investment management agreement,
the Portfolios incurred investment management fees of $89,000, $91,000 and
$122,000 for the Treasury Portfolio for the fiscal years ended March 31, 1999,
1998 and 1997, respectively. By contract, the Adviser and certain affiliates
have agreed to limit operating expenses of the Premium Money Market Shares of
the Treasury Portfolio to 1.00% of average daily net assets of Treasury
Portfolio on an annual basis until August 1, 2001. For this purpose, "Portfolio
operating expenses" do not include taxes, interest, extraordinary expenses,
brokerage commissions or transaction costs. During the fiscal years ended March
31, 1999, 1998 and 1997, under expense limits then in effect for the Treasury
Portfolio's Service Shares, the Adviser (or an affiliate) absorbed $71,000,
$81,000 and $98,000, respectively, of the Treasury Portfolio's operating
expenses.

Certain officers or trustees of the Trusts are also directors or officers of the
Adviser as indicated under "Officers and Trustees."

Fund Accounting Agent. Scudder Fund Accounting Corporation ("SFAC"), Two
International Place, Boston, Massachusetts 02110, a subsidiary of Scudder
Kemper, is responsible for determining the daily net asset value per share of
the Portfolios and maintaining all accounting records related hereto. Currently,
SFAC receives no fee for its services to the Portfolios; however, subject to
Board approval, at some time in the future, SFAC may seek payment for its
services under this agreement.

Distributor and Administrator. Pursuant to an underwriting and distribution
agreement ("distribution agreement"), Kemper Distributors, Inc. ("KDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Adviser,
serves as distributor and principal underwriter for the Portfolios to provide
information and services for existing and potential shareholders. The
distribution agreement provides that KDI shall appoint various firms to provide
cash management services for their customers or clients through the Portfolios.
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. Each Portfolio has
adopted for the Premier Money Market Shares of each Portfolio a plan in
accordance with Rule 12b-1 of the 1940 Act (the "12b-1 Plans"). This rule
regulates the manner in which an investment company may, directly or indirectly,
bear the expenses of distributing shares. For its services under the
distribution agreement and pursuant to the 12b-1 Plans, each Portfolio pays KDI
a distribution services fee, payable monthly, at the annual rate of 0.25% of
average daily net assets with respect to the Premier Money Market Shares of the
Money Market Portfolio, the Government Securities Portfolio, the Tax-Exempt
Portfolio, and the Treasury Portfolio. Expenditures by KDI on behalf of Premier
Money Market Shares of each Portfolio 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 Portfolios, KDI acts as agent of each Portfolio
in the sale of that Portfolio's shares. KDI pays all its expenses under the
distribution agreement including, without limitation, services fees to firms
that provide services related to the Portfolios. Each Trust 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 entered into related distribution services group agreements ("services
agreements") with one firm and anticipates entering into agreements with other
firms to provide distribution services for shareholders of the Premier Money
Market Shares of each Portfolio. KDI also may provide some of the distribution
services for the Premier Money Market Shares of each Portfolio KDI normally pays
such firms for services at a maximum annual rate of 0.25% of average daily net
assets of those accounts in the Premier Money Market Shares of the Money Market
Portfolio, the Government Securities

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<PAGE>

Portfolio, the Tax-Exempt Portfolio, and the Treasury Portfolio that they
maintain and service. KDI in its discretion may pay firms additional amounts in
connection with some or all of the services described above.

The distribution agreement and the 12b-1 Plans continue 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 each Trust, including the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the agreement. The distribution agreement automatically terminates in the event
of its assignment and may be terminated at any time without penalty by the Trust
or by KDI upon 60 days' written notice. For each Trust, termination of the
distribution agreement 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 Trust and who
have no direct or indirect financial interest in the agreement, or a "majority
of the outstanding voting securities" of the Trust as defined under the 1940
Act. The 12b-1 Plans may not be amended to increase the fee to be paid by a
class without approval by a majority of the outstanding voting securities of the
class 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
12b-1 Plans. The 12b-1 Plans may be terminated for a class at any time without
penalty by a vote of the majority of the Trustees who are not interested persons
of the Trust and who have no direct or indirect financial interest in the Plan,
or by a vote of the majority of the outstanding voting securities of the class.
The Premier Money Market Shares of the Portfolios of each Trust will vote
separately with respect to the 12b-1 Plans.

Administrative services are provided to the Premier Money Market Shares of the
Portfolios under an administrative and shareholder services agreement
("administration agreement") with KDI. KDI bears all its expenses of providing
services pursuant to the administration agreement between KDI and the Premier
Money Market Shares of the Portfolios, including the payment of service fees.
Premier Money Market Shares of the Portfolios currently pay KDI an
administrative service fee, payable monthly, at an annual rate of up to 0.25% of
average daily net assets attributable to those shares of the Portfolios.

KDI has entered into related arrangements with various banks, broker dealer
firms and other service or administrative firms ("firms") that provide services
and facilities for their customers and clients who are investors in Premier
Money Market Shares of the Portfolios. The firms provide such office space and
equipment, telephone facilities and personnel as is necessary or beneficial for
providing information and services to their clients. Such services and
assistance may include, but are not limited to, establishing and maintaining
accounts and records, processing purchase and redemption transactions, answering
routine inquiries regarding the Portfolios, assistance to clients in changing
dividend and investment options, account designations and addresses and such
other administrative services as may be agreed upon from time to time and
permitted by applicable statute, rule or regulation. Currently, KDI pays each
firm a service fee, normally payable monthly, at an annual rate of up to 0.25%
of the average daily net assets in the Portfolio's Premier Money Market Shares
accounts that it maintains and services. Firms to which service fees may be paid
may include affiliates of KDI. In addition, KDI may from time to time, from its
own resources, pay firms additional amounts for ongoing administrative services
and assistance provided to their customers and clients who are shareholders of
the Premier Money Market Shares of the Portfolios. KDI also may provide some of
the above services and may retain any portion of the fee under the
administration agreement not paid to firms to compensate itself for
administrative functions performed for the Premier Shares of the Portfolios.

Clients of Firms. Firms provide varying arrangements for their clients with
respect to the purchase and redemption of Portfolio shares and the confirmation
thereof and may arrange to have 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 different 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
Portfolio shares in nominee or street name as agent for and on behalf 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 (up to 0.25% of the average daily net assets of the
Portfolio's Premier Money Market Share accounts that it maintains and service)
through the Portfolio's Shareholder Servicing Agent for record-keeping and other
expenses relating to these nominee accounts holding Premier Money Market Shares.
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

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<PAGE>

disbursement of cash dividends. The prospectus should be read in connection with
such firm's material regarding its fees and services.

Custodian, Transfer Agent and Shareholder Service Agent. State Street Bank and
Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, as custodian,
has custody of all securities and cash of each Trust. It attends to the
collection of principal and income, and payment for and collection of proceeds
of securities bought and sold by each Portfolio. Pursuant to a services
agreement with Investors Fiduciary Trust Company ("IFTC"), 801 Pennsylvania
Avenue, Kansas City, Missouri 64105, Kemper Service Company ("KSvC"), an
affiliate of the Adviser, serves as "Shareholder Service Agent." 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, 1999, IFTC remitted shareholder service fees for Money Market
Portfolio in the amount of $4,860,000, for Government Securities Portfolio of
$1,242,000, and for Tax-Exempt Portfolio of $698,000 to KSvC as Shareholder
Service Agent. During the fiscal year ended March 31, 1999, IFTC remitted
shareholder service fees for Treasury Portfolio in the amount of $30,000 to KSvC
as Shareholder Service Agent.

Independent Auditors and Reports to Shareholders. Each Portfolio's independent
auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606,
audit and report on each Portfolio's annual financial statements, review certain
regulatory reports and the Portfolios' federal income tax return, and perform
other professional accounting, auditing, tax and advisory services when engaged
to do so by the Portfolios. Shareholders will receive annual audited financial
statements and semi-annual unaudited financial statements.

Legal Counsel. Vedder, Price, Kaufman & Kammholz, 222 North LaSalle Street,
Chicago, Illinois 60601, serves as legal counsel for each Portfolio.

PORTFOLIO TRANSACTIONS

Brokerage Commissions

Allocation of brokerage is supervised by the Adviser.

The primary objective of the Adviser in placing orders for the purchase and sale
of securities for a Portfolio is to obtain the most favorable net results,
taking into account such factors as price, commission where applicable, size of
order, difficulty of execution and skill required of the executing
broker/dealer. The Adviser seeks to evaluate the overall reasonableness of
brokerage commissions paid (to the extent applicable) through the familiarity of
Scudder Investor Services, Inc. ("SIS") with commissions charged on comparable
transactions, as well as by comparing commissions paid by a Portfolio to
reported commissions paid by others. The Adviser routinely reviews commission
rates, execution and settlement services performed and makes internal and
external comparisons.

A Portfolio's purchases and sales of fixed-income securities are generally
placed by the Adviser with primary market makers for these securities on a net
basis, without any brokerage commission being paid by a Portfolio. Trading does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices. Purchases of
underwritten issues may be made, which will include an underwriting fee paid to
the underwriter.

When it can be done consistently with the policy of obtaining the most favorable
net results, it is the Adviser's practice to place such orders with
broker/dealers who supply brokerage and research services to the Adviser or a
Portfolio. The term "research services" includes advice as to the value of
securities; the advisability of investing in, purchasing or selling securities;
the availability of securities or purchasers or sellers of securities; and
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts. The
Adviser is authorized when placing portfolio transactions, if applicable, for a
Portfolio to pay a brokerage commission in excess of that which another broker
might charge for executing the same transaction on account of execution services
and the receipt of research services. The Adviser has negotiated arrangements,
which are not applicable to most fixed-income transactions, with certain
broker/dealers pursuant to which a broker/dealer will provide research services
to the Adviser or a Portfolio in exchange for the direction by the Adviser of
brokerage transactions to the broker/dealer. These arrangements regarding
receipt of research services generally apply to equity security transactions.
The Adviser may place orders with a broker/dealer on the basis that the
broker/dealer has or has not sold shares of a Portfolio. In effecting
transactions in over-the-

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<PAGE>

counter securities, orders are placed with the principal market makers for the
security being traded unless, after exercising care, it appears that more
favorable results are available elsewhere.

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

Although certain research services from broker/dealers may be useful to a
Portfolio and to the Adviser, it is the opinion of the Adviser that such
information only supplements the Adviser's own research effort since the
information must still be analyzed, weighed, and reviewed by the Adviser's
staff. Such information may be useful to the Adviser in providing services to
clients other than a Portfolio, and not all such information is used by the
Adviser in connection with a Portfolio. Conversely, such information provided to
the Adviser by broker/dealers through whom other clients of the Adviser effect
securities transactions may be useful to the Adviser in providing services to a
Portfolio.

The Trustees review, from time to time, whether the recapture for the benefit of
a Portfolio of some portion of the brokerage commissions or similar fees paid by
a Portfolio on portfolio transactions is legally permissible and advisable.

Money market instruments are normally purchased in principal transactions
directly from the issuer or from an underwriter or market maker. There usually
are no brokerage commissions paid by a Portfolio for such purchases. During the
last three fiscal years each Portfolio paid no portfolio brokerage commissions.
Purchases from underwriters will include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
will include the spread between the bid and asked prices.

PURCHASE AND REDEMPTION OF SHARES

Purchase of Shares

Shares of each Portfolio 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. Each Portfolio has
established a minimum initial investment for shares of each Portfolio of $1,000
and $100 for subsequent investments, but these minimums may be changed at
anytime in management's discretion. Firms offering Portfolio shares may set
different minimums for accounts they service and may change such minimums at
their discretion. The Portfolios may waive the minimum for purchases by
trustees, directors, officers or employees of the Portfolios or the Adviser and
its affiliates.

Each Portfolio seeks to have their investment 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), each Portfolio has adopted procedures for the convenience of its
shareholders and to ensure that each Portfolio receives investable funds. An
investor wishing to open an account should use the Account Information Form
available from a Trust 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 a Portfolio 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.

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 net asset value.
Shares purchased by wire will receive (i) that day's dividend if effected at or
prior to the 1:00 p.m. Central time net asset value determination for the Money
Market Portfolio, the Government Securities Portfolio and the Treasury
Portfolio, and at or prior to the 11:00 a.m. Central time net asset value
determination for the Tax-Exempt Portfolio; (ii) the dividend for the next
calendar day if effected at the 3:00 p.m. or, for the Government Securities
Portfolio, 8:00 p.m. Central time net asset value determination provided such
payment is received by 3:00 p.m. Central time; or (iii) the dividend for the
next business day if effected at the 8:00 p.m. Central time net asset value
determination and payment is received after 3:00 p.m. Central time on such date
for the Government Securities Portfolio. Confirmed share purchases that are
effective at the 8:00 p.m. Central time net asset value determination for the
Government Securities Portfolio will receive dividends upon

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<PAGE>

receipt of payment for such transactions in the form of Federal Funds in
accordance with the time provisions immediately above.

If payment is wired in Federal Funds, the payment should be directed to UMB
Bank, N.A. (ABA #101-000-695), 10th and Grand Avenue, Kansas City, MO 64106 for
credit to appropriate Fund bank account (Money Market Portfolio 346:
98-0119-980-3; Government Securities Portfolio 347: 98-0119-983-8; Tax-Exempt
Portfolio 348: 98-0119-985-4; Treasury Portfolio 343: 98-7036-760-2) and further
credit to your account number.

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 a Portfolio at the
next determined net asset value. If processed at 3:00 p.m. (or 8:00 p.m. for the
Government Securities Portfolio) Central 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.

Each Portfolio 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 practicable for a
Portfolio 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 a Portfolio's shareholders.

Although it is each Portfolio'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, a Portfolio will
pay the redemption price in part by a distribution of portfolio securities in
lieu of cash, in conformity with the applicable rules of the Securities and
Exchange Commission, taking such securities at the same value used to determine
net asset value, and selecting the securities in such manner as the Board of
Trustees may deem fair and equitable. If such a distribution occurs,
shareholders receiving securities and selling them could receive less than the
redemption value of such securities and in addition would incur certain
transaction costs. Such a redemption would not be as liquid as a redemption
entirely in cash. Each Trust has elected to be governed by Rule 18f-1 under the
1940 Act pursuant to which each Portfolio 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
that Portfolio during any 90-day period for any one shareholder of record.

If shares of a Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio may delay
transmittal of redemption proceeds until it has determined that collected funds
have been received for the purchase of such shares, which will be up to 10 days
from receipt by the Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (defined below) until the shares being redeemed have
been owned for at least 10 days and shareholders may not use such procedures to
redeem shares held in certificated form. There is no delay when shares being
redeemed were purchased by wiring Federal Funds.

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 a Portfolio 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

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<PAGE>

the shareholder refuses it on the account application. Each Portfolio or its
agents may be liable for any losses, expenses or costs arising out of fraudulent
or unauthorized telephone requests pursuant to these privileges, unless a
Portfolio or its agents reasonably believe, based upon reasonable verification
procedures, that the telephone instructions are genuine. The shareholder will
bear the risk of loss, resulting from fraudulent or unauthorized transactions,
as long as the reasonable verification procedures are followed. The verification
procedures include recording instructions, requiring certain identifying
information before acting upon instructions and sending written confirmations.

Because of the high cost of maintaining small accounts, each Portfolio reserves
the right to redeem an account that falls below the minimum investment level.
Thus, a shareholder who makes only the minimum initial investment and then
redeems any portion thereof might have the account redeemed. 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 a Portfolio
redeems the shareholder account.

Financial services firms provide varying arrangements for their clients to
redeem Portfolio shares. Such firms may independently establish and charge
amounts to their clients for such services.

Regular Redemptions. When shares are held for the account of a shareholder by a
Portfolio's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to Kemper Service Company, P.O. Box 219153,
Kansas City, Missouri 64141-9153. When certificates for shares have been issued,
they must be mailed to or deposited with the Shareholder Service Agent, along
with a duly endorsed stock power and accompanied by a written request for
redemption. Redemption requests and a stock power must be endorsed by the
account holder with signatures guaranteed by a commercial bank, trust company,
savings and loan association, federal savings bank, member firm of a national
securities exchange or other eligible financial institution. The redemption
request and stock power must be signed exactly as the account is registered
including any special capacity of the registered owner. Additional documentation
may be requested, and a signature guarantee is normally required, from
institutional and fiduciary account holders, such as corporations, custodians
(e.g., under the Uniform Transfers to Minors Act), executors, administrators,
trustees or guardians.

Telephone Redemptions. If the proceeds of the redemption are $50,000 or less and
the proceeds are payable to the shareholder of record at the address of record,
normally a telephone request or a written request by any one account holder
without a signature guarantee is sufficient for redemptions by individual or
joint account holders, and trust, executor, guardian and custodian account
holders, provided the trustee, executor guardian or custodian is named in the
account registration. Other institutional account holders may exercise this
special privilege of redeeming shares by telephone request or written request
without signature guarantee subject to the same conditions as individual account
holders and subject to the limitations on liability, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling
1-800-231-8568. Shares purchased by check or through certain ACH transactions
may not be redeemed under this privilege of redeeming shares by telephone
request until such shares have been owned for at least 10 days. This privilege
of redeeming shares by telephone request or by written request without a
signature guarantee may not be used to redeem shares held in certificate form
and may not be used if the shareholder's account has had an address change
within 30 days of the redemption request. During periods when it is difficult to
contact the Shareholder Service Agent by telephone, it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
Each Portfolio reserves the right to terminate or modify this privilege at any
time.

Expedited Wire Transfer Redemptions. If the account holder has given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares can be redeemed and proceeds sent by a federal wire
transfer to a single previously designated account. Requests received by the
Shareholder Service Agent prior to 11:00 a.m. Central time will result in shares
being redeemed that day and normally the proceeds will be sent to the designated
account that day. Once authorization is on file, the Shareholder Service Agent
will honor requests by telephone at 1-800-231-8568 or in writing, subject to the
limitations on liability. A Portfolio is not responsible for the efficiency of
the federal wire system or the account holder's financial services firm or bank.
Each Portfolio currently does not charge the account holder for wire transfers.
The account holder is responsible for any charges imposed by the account
holder's firm or bank. There is a $1,000 wire redemption minimum. To change the
designated account to receive wire redemption proceeds, send a written request
to the Shareholder Service Agent with signatures guaranteed as described above,
or contact the firm through which shares of a Portfolio were purchased. Shares
purchased by check or through certain ACH transactions may not be redeemed by
wire

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<PAGE>

transfer until the shares have been owned for at least 10 days. Account holders
may not use this procedure to redeem shares held in certificate form. During
periods when it is difficult to contact the Shareholder Service Agent by
telephone, it may be difficult to use the expedited wire transfer redemption
privilege. Each Portfolio reserves the right to terminate or modify this
privilege at any time.

Redemptions By Draft. Upon request, shareholders will be provided with drafts to
be drawn on a Portfolio ("Redemption Checks"). These Redemption Checks may be
made payable to the order of any person for not more than $5 million.
Shareholders should not write Redemption Checks in an amount less than $100
since a $10 service fee will be charged as described below. When a Redemption
Check is presented for payment, a sufficient number of full and fractional
shares in the shareholder's account will be redeemed as of the next determined
net asset value to cover the amount of the Redemption Check. This will enable
the shareholder to continue earning dividends until a Portfolio receives the
Redemption Check. A shareholder wishing to use this method of redemption must
complete and file an Account Application which is available from each Portfolio
or firms through which shares were purchased. Redemption Checks should not be
used to close an account since the account normally includes accrued but unpaid
dividends. Each Portfolio reserves the right to terminate or modify this
privilege at any time. This privilege may not be available through some firms
that distribute shares of each Portfolio. In addition, firms may impose minimum
balance requirements in order to offer this feature. Firms may also impose fees
to investors for this privilege or establish variations of minimum check amounts
if approved by each Portfolio.

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

A Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of a Portfolio 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 certain ACH
transactions within 10 days; or when "stop payment" of a Redemption Check is
requested.

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

DIVIDENDS, NET ASSET VALUE AND TAXES

Dividends. Dividends are declared daily and paid monthly. Shareholders will
receive dividends in additional shares unless they elect to receive cash.
Dividends will be reinvested monthly in shares of a Portfolio at the net asset
value normally on the last business day of each month for the Money Market
Portfolio, the Government Securities Portfolio, the Tax-Exempt Portfolio and the
Treasury Portfolio if a business day, otherwise on the next business day. A
Portfolio 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 Portfolio 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 Portfolio
dividends in shares of another Kemper Mutual Fund, shareholders must maintain a
minimum account value of $1,000 in this Portfolio and must maintain a minimum
account value of $1,000 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 each Portfolio are accrued each
day. While each Portfolio's

19
<PAGE>

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, each Portfolio's 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.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). The
Portfolio reinvests dividend checks (and future dividends) in shares of the
Portfolio if checks are returned as undeliverable. Dividends and other
distributions in the aggregate amount of $10 or less are automatically
reinvested in shares of the Portfolio unless the shareholder requests that such
policy not be applied to the shareholder's account.

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 a 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 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 a Trust believed
would result in a material dilution to shareholders or purchasers, the Board of
Trustees would promptly consider what action, if any, should be initiated. If a
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 a Trust might temporarily reduce or suspend dividend
payments in an effort to maintain the net asset value at $1.00 per share. As a
result of such reduction or suspension of dividends or other action by the Board
of Trustees, an investor would receive less income during a given period than if
such a reduction or suspension had not taken place. Such action could result in
investors receiving no 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 a
Portfolio might supplement dividends in an effort to maintain the net asset
value at $1.00 per share. Orders received by dealers or other financial services
firms prior to the 8:00 p.m. determination of net asset value for the Government
Securities Portfolio and received by KDI prior to the close of its business day
can be confirmed at the 8:00 p.m. determination of net asset value for that day.
Such transactions are settled by payment of Federal funds in accordance with
procedures established by KDI. Redemption orders received in connection with the
administration of checkwriting programs by certain dealers or other financial
services firms prior to the determination of the Portfolio's net asset value
also may be processed on a confirmed basis in accordance with the procedures
established by KDI.

Taxes.

Taxable Portfolios. The Money Market Portfolio, the Government Securities
Portfolio and the Treasury 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. Long-term capital gains distributions, if
any, are taxable as long-term capital gains regardless of the length of time
shareholders have owned their shares. Dividends from these Portfolios do not
qualify for the dividends received deduction available to corporate
shareholders.

Dividends declared in October, November or December to shareholders of record as
of a date in one of those months and paid during the following January are
treated as paid on December 31 of the calendar year in which declared for
Federal

20
<PAGE>

income tax purposes. The Portfolio may adjust its schedule for dividend
reinvestment for the month of December to assist in complying with the reporting
and minimum distribution requirements contained in the Code.

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

Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisers with respect to alternative minimum tax consequences.

Shareholders will be required to disclose on their Federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from the Tax-Exempt Portfolio.

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.

Interest on indebtedness which is incurred to purchase or carry shares of a
mutual fund 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 includable in modified alternative minimum taxable income.
Corporate shareholders are advised to consult their tax advisers with respect to
the consequences of the Superfund Act.

All Portfolios. Each Portfolio is required by law to withhold 31% of taxable
dividends paid to certain shareholders that 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.

21
<PAGE>

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.

PERFORMANCE

From time to time, each Portfolio may advertise several types of performance
information for a Portfolio, including "yield" and "effective yield" and, in the
case of the Tax-Exempt Portfolio, "tax equivalent yield". Each of these figures
is based upon historical earnings and is not 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
when annualized. The effective yield will be slightly higher than the yield due
to this compounding effect.

The Adviser, the Portfolios' Principal Underwriter, Kemper Distributors, Inc.,
the Portfolios' Shareholder Service Agent, Kemper Service Company, and the
Portfolios' Accounting Agent, Scudder Fund Accounting Corporation, have agreed
to maintain certain operating expenses of each Portfolio to the extent specified
in the prospectus. The performance results noted herein for the Money Market,
Government Securities, Tax-Exempt and Treasury Portfolios would have been lower
had certain expenses not been capped. Because the Premier Money Market Shares of
each Portfolio have different expenses their yields will differ from other
classes within a Portfolio.

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

Each Portfolio's effective seven-day yield is determined by taking the base
period return (computed as described above) and calculating the effect of
assumed compounding. The formula for the seven-day effective yield is:
(seven-day base period return +1)365/7 - 1. Each Portfolio may also advertise a
thirty-day effective yield in which case the formula is (thirty-day base period
return +1)365/30 - 1.

The tax equivalent yield of 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 the
product to that portion, if any, of the yield of the Portfolio that is not
tax-exempt. 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 a 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 a 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 a Portfolio with that of its competitors.
Past performance cannot be a guarantee of future results.

Each Portfolio may depict the historical performance of the securities in which
a Portfolio may invest over periods reflecting a variety of market or economic
conditions either alone or in comparison with alternative investments
performance indexes

22
<PAGE>

of those investments or economic indicators. A Portfolio 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 Portfolio.

Investors also may want to compare the 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. The Portfolio's yield will
fluctuate. Also, while the 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. In
addition, investors may want to compare the 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.

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 1999 tax rates schedules.

Taxable Equivalent Yield Table For Persons Whose Adjusted Gross Income Is
Under $126,600

Single Joint Your A Tax-Exempt Yield of:
Marginal 2% 3% 4% 5% 6% 7%

Taxable Income Federal Tax Rate Is Equivalent to a Taxable Yield of:
- -------------- ---------------- ------------------------------------

Taxable Equivalent Yield Table For Persons Whose Adjusted Gross Income Is
Over $126,600

Single Joint Your A Tax-Exempt Yield of:
Marginal 2% 3% 4% 5% 6% 7%

Taxable Income Federal Tax Rate Is Equivalent to a Taxable Yield of:
- -------------- ---------------- ------------------------------------

* This table assumes a decrease of $3.00 of itemized deductions for
each $100 of adjusted gross income over $126,600. For a married
couple with adjusted gross income between $189,950 and $312,450
(single between $126,600 and $249,100), add 0.7% to the above
Marginal Federal Tax Rate for each personal and dependency
exemption. The taxable equivalent yield is the tax-exempt yield
divided by: 100% minus the adjusted tax rate. For example, if the
table tax rate is 37.1% and you are married with no dependents, the
adjusted tax rate is 38.5% (37.1% + 0.7% + 0.7%). For a tax-exempt
yield of 6%, the taxable equivalent yield is about 9.8% (6% /
(100%-38.5%)).

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<PAGE>

OFFICERS AND TRUSTEES

The officers and trustees of each Trust, their birthdates, their principal
occupations and their affiliations, if any, with the Adviser and KDI, are listed
below. All persons named as officers and trustees also serve in similar
capacities for other funds advised by the Adviser:

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

LEWIS A. BURNHAM (1/8/33), Trustee, 16410 Avila Boulevard, Tampa, Florida;
Retired; formerly, Partner, Business Resources Group; formerly, Executive Vice
President, Anchor Glass Container Corporation.

LINDA C. COUGHLIN (1/1/52), Trustee*, 345 Park Avenue, New York, New York,
Managing Director, Scudder Kemper.

DONALD L. DUNAWAY (3/8/37), Trustee, 7011 Green Tree Drive, Naples, Florida;
Retired; formerly, Executive Vice President, A. O. Smith Corporation
(diversified manufacturer).

ROBERT B. HOFFMAN (12/11/36), Trustee, 1530 North State Parkway, Chicago,
Illinois; Chairman, Harnischfeger Industries, Inc. (machinery for the mining and
paper industries); formerly, Vice Chairman and Chief Financial Officer, Monsanto
Company (agricultural, pharmaceutical and nutritional/food products); formerly,
Vice President, Head of International Operations, FMC Corporation (manufacturer
of machinery and chemicals).

DONALD R. JONES (1/17/30), Trustee, 182 Old Wick Lane, Inverness, Illinois;
Retired; Director, Motorola, Inc. (manufacturer of electronic equipment and
components); formerly, Executive Vice President and Chief Financial Officer,
Motorola, Inc.

THOMAS W. LITTAUER (4/26/55), Chairman and Trustee*, Two International Place,
Boston, Massachusetts; Managing Director, Scudder Kemper; formerly, Head of
Broker Dealer Division of an unaffiliated investment management firm during
1997; prior thereto, President of Client Management Services of an unaffiliated
investment management firm from 1991 to 1996.

SHIRLEY D. PETERSON (9/3/41), Trustee, 401 Rosemont Avenue, Frederick, Maryland;
President, Hood College; formerly, partner, Steptoe & Johnson (attorneys); prior
thereto, Commissioner, Internal Revenue Service; prior thereto, Assistant
Attorney General (Tax), U.S. Department of Justice; Director Bethlehem Steel
Corp.

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

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

PHILIP J. COLLORA (11/15/45), Vice President and Secretary*, 222 South Riverside
Plaza, Chicago, Illinois; Senior Vice President, Scudder Kemper.

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

ROBERT C. PECK, JR. (10/1/46), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Scudder Kemper; formerly, Executive Vice
President and Chief Investment Officer with an unaffiliated investment
management firm from 1988 to June 1997.

24
<PAGE>

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

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

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

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

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

CAROLINE PEARSON (4/1/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Senior Vice President, Scudder Kemper; formerly,
Associate, Dechert Price & Rhoads (law firm), from 1989 to 1997.

MAUREEN E. KANE (2/14/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Vice President, Scudder Kemper; formerly, Assistant Vice
President of an unaffiliated investment management firm; prior thereto,
Associate Staff Attorney of an unaffiliated investment management firm;
Associate, Peabody & Arnold (law firm).

* Interested persons as defined in the Investment Company Act of 1940.

The trustees and officers who are "interested persons" as designated above
receive no compensation from each Trust. The table below shows amounts paid or
accrued to those trustees who are not designated "interested persons" during
Cash Account Trust's fiscal year ended April 30, 1999 or Investors Cash Trust's
fiscal year ended March 31, 1999. The information in the last column indicates
the total amounts paid or accrued for the calendar year 1999 for all Scudder
Kemper Funds.

Total Compensation
Aggregate Compensation Aggregate Compensation From Scudder Kemper Funds
Name of Trustee From Cash Account Trust Investors Cash Trust Paid To Trustees(2)
- --------------- ----------------------- -------------------- -------------------

<S> <C> <C> <C>
John W. Ballantine(3) $ 0 $ 0 $61,070
Lewis A. Burnham $5,890 2,800 89,340
Donald L. Dunaway (1) $5,780 3,100 96,970
Robert B. Hoffman $6,000 2,800 87,770
Donald R. Jones $5,480 2,800 87,820
Shirley D. Peterson $5,480 2,600 82,820
William P. Sommers $6,330 2,600 82,820

</TABLE>

(1) Includes deferred fees. Pursuant to deferred compensation agreements with
the Trust, deferred amounts accrue interest monthly at a rate approximate
to the yield of Zurich Money Funds -- Zurich Money Market Fund. Total
deferred fees (including interest thereon) accrued through Investors Cash
Trust's and Cash Account Trust's most recent fiscal year payable to Mr.
Dunaway are $13,700 and $22,000, respectively.

(2) Includes compensation for service on the Boards of 25 Kemper funds with 41
fund portfolios. Each trustee currently serves as trustee of 27 Kemper
Funds with 47 fund portfolios.

(3) John W. Ballantine became a Trustee on May 18, 1999.

Each Trust's Board of Trustees is responsible for the general oversight of each
Portfolio's business. A majority of the Board's members are not affiliated with
Scudder Kemper Investments, Inc.

25
<PAGE>

On December 31, 1999, the officers and trustees of each Trust, as a group, owned
less than 1% of the then outstanding shares of each Portfolio. No person owned
of record 5% or more of the outstanding shares of any class of any Portfolio,
except the persons indicated in the chart below:

Name and Address % Owned Portfolio
- ---------------- ------- ---------
<S> <C> <C>
National City Bank 33.50 Investors Cash Trust/Treasury
Money Market Unit Portfolio - Service Shares
4100 W. 150th Street
Cleveland, OH 44135

Walker County 9.14 Investors Cash Trust/ Treasury
Disbursement Account Portfolio - Service Shares
1100 University Avenue
Huntsville, TX 77340

Angelina County General Fund 19.01 Investors Cash Trust/ Treasury
P.O. Box 908 Portfolio - Service Shares
Lufkin, TX 75902

Smith County General Fund 9.85 Investors Cash Trust/ Treasury
Smith County Courthouse Portfolio - Service Shares
Tyler, TX 75702

DST Systems 5.09 Cash Account Trust/ Government
Sub-transfer Agent FBO Berger Securities Portfolio- Service
Program Customers Shares
127 W. 10th St.
Kansas City, MO 64105

May Financial Corp. 8.00 Cash Account Trust/ Government
For exclusive benefit of May Customers Securities Portfolio- Service
8333 Douglas Ave Shares
Dallas, TX 75225

Prudential Securities 7.22 Cash Account Trust/ Tax-Exempt
1 New York Plaza Portfolio- Service Shares
New York, NY 10004
Cash Account Trust/ Money Market
Dean McBride FBO 14.43 Portfolio - Premium Reserves
George Hughes Shares
2218 E. Rovey Ave.
Phoenix, AZ 85016

Centurion Trust Company 30.61 Cash Account Trust/ Money Market
FBO Omnibus/Centurion Capital Management Portfolio - Premium Reserves
2425 E. Camelback Shares
Phoenix, AZ 85016

26
<PAGE>

Name and Address %Owned Portfolio
- ---------------- ------ ---------

Asset Preservation Inc. 14.10 Cash Account Trust/ Money Market
FBO Newcastle Industries Inc. Portfolio - Institutional
19501 Biscayne Blvd.
Miami, FL 33180

Asset Preservation Inc. 5.76 Cash Account Trust/ Money Market
FBO Charles Schusterman Revocable Trust - Institutional Shares
4099 McEwen Road
Dallas, TX 75244

Walnut Street Securities 17.14 Cash Account Trust/ Money Market
FBO Asset Preservation, Inc. - Institutional Shares
400 S. 4th Street
St. Louis, MO 63102

Scudder Kemper Investments 99.85 Cash Account Trust/Tax Exempt
345 Park Avenue Portfolio-Institutional Shares
New York, NY 10154

Scudder Kemper Investments 99.85 Cash Account/Tax Exempt Portfolio
345 Park Avenue - Managed Shares
New York, NY 10154
</TABLE>

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
Strategic Income Fund, Kemper High Yield Series, Kemper U.S. Government
Securities Fund, Kemper International Fund, Kemper State Tax-Free Income Series,
Kemper Short-Term U.S. Government Fund, Kemper Blue Chip Fund, Kemper Global
Income Fund, Kemper Target Equity Fund (series are subject to a limited offering
period), Kemper Intermediate Municipal Bond Fund, Kemper Cash Reserves Fund,
Kemper U.S. Mortgage Fund, Kemper Short-Intermediate Government Fund, Kemper
Value Series, Inc., Kemper Value Plus Growth Fund, Kemper Quantitative Equity
Fund, Kemper Horizon Fund, Kemper New Europe Fund, Kemper Asian Growth Fund,
Kemper Aggressive Growth Fund, Kemper Global/International Series, Inc., Kemper
Securities Trust and Kemper Equity Trust ("Kemper Mutual Funds") and certain
"Money Market Funds" (Zurich Money Funds, Zurich Yieldwise Money Fund, Cash
Equivalent Fund, Tax-Exempt California Money Market Fund, Cash Account Trust,
Investors Municipal Cash Fund and Investors Cash Trust). Shares of Money Market
Funds and Kemper Cash Reserves Fund that were acquired by purchase (not
including shares acquired by dividend reinvestment) are subject to the
applicable sales charge on exchange. In addition, shares of a Kemper Mutual Fund
in excess of $1,000,000 (except Money Market Funds and Kemper Cash Reserves
Fund) acquired by exchange from another Fund may not be exchanged thereafter
until they have been owned for 15 days (the "15-Day Hold Policy"). In addition
shares of a Kemper Mutual Fund with a value of $1,000,000 or less (except Kemper
Cash Reserves Fund) acquired by exchange from another Kemper Mutual Fund, or
from a Money Market Fund, may not be exchanged thereafter until they have been
owned for 15 days, if, in the investment adviser's judgment, the exchange
activity may have an adverse effect on the fund. In particular, a pattern of
exchanges that coincides with a "market timing" strategy may be disruptive to
the Kemper fund and therefore may be subject to the 15-day hold policy. For
purposes of determining whether the 15-Day Hold Policy applies to a particular
exchange, the value of the shares to be exchanged shall be computed by
aggregating the value of shares being exchanged for all accounts under common
control, discretion or advice, including without limitation accounts
administered by a financial services firm offering market timing, asset
allocation or similar

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services. Series of Kemper Target Equity Fund will be available on exchange only
during the Offering Period for such series as described in the prospectus for
such series. Cash Equivalent Fund, Tax-Exempt California Money Market Fund, Cash
Account Trust, Investors Municipal Cash Fund and Investors Cash Trust are
available on exchange but only through a financial services firm having a
services agreement with KDI with respect to such funds. Exchanges may only be
made for funds that are available for sale in the shareholder's state of
residence. Currently, Tax-Exempt California Money Market Fund is available for
sale only in California and the portfolios of Investors Municipal Cash Fund are
available for sale in certain states.

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 up to $50,000 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 a Portfolio and may be terminated at any time by the
shareholder or a Portfolio. Firms provide varying arrangements for their clients
to redeem shares of a Portfolio on a periodic basis. Such firms may
independently establish minimums for such services.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and KDI can establish your account
in any of the following types of retirement plans:

o Individual Retirement Accounts (IRAs) trusteed by Investors Fiduciary
Trust Company ("IFTC"). This includes Simplified Employee Pension Plan
(SEP) IRA accounts and prototype documents.

o 403(b) Custodial Accounts also trusteed by IFTC. This type of plan is
available to employees of most non-profit organizations.

o Prototype money purchase pension and profit-sharing plans may be
adopted by employers. The maximum contribution per participant is the
lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
Financial services firms offering the portfolios may have their own documents.
Please contact the financial services firm from which you received this
Statement of Additional Information for more information. Investors should
consult with their own tax advisers before establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, each Trust has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is currently no charge by
either Trust for these programs. To use these features, your financial
institution (your employer's financial institution in the case of

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payroll deposit) 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 account. Your bank's crediting policies of these
transferred funds may vary. These features may be amended or terminated at any
time by the Trusts. Shareholders should contact Kemper Service Company at
1-800-621-1048 or 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 Portfolios.

SHAREHOLDER RIGHTS

Each Trust generally is not required to hold meetings of its shareholders. Under
each Trust's Agreement and Declaration of Trust ("Declaration of Trust"),
however, shareholder meetings will be held in connection with the following
matters: (a) the election or removal of trustees if a meeting is called for such
purpose; (b) the adoption of any contract for which shareholder approval is
required by the 1940 Act; (c) any termination of a Trust to the extent and as
provided in the Declaration of Trust; (d) any amendment of the Declaration of
Trust (other than amendments changing the name of the Trust or any 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 a Trust, or any registration of a Trust
with the Securities and Exchange Commission or any state, or as the trustees may
consider necessary or desirable. The shareholders also would vote upon changes
in fundamental investment objectives, policies or restrictions.

Each trustee serves until the next meeting of shareholders, if any, called for
the purpose of electing trustees and until the election and qualification of 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) each Trust will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust stating that such shareholders wish to
communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

Each Trust's 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 a
Portfolio 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 a Portfolio 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.

Each Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (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 each
Trust. Each Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust will be covered by insurance which the trustees consider adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by the Adviser remote and
not material, since it is limited to circumstances in which a disclaimer is
inoperative and the Trust itself is unable to meet its obligations.

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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
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.

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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.