INVESTORS CASH TRUST, 485BPOS, 1995-07-28

INVESTORS CASH TRUST
485BPOS, 1995-07-28

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1995.

1933 ACT REGISTRATION NO. 33-34645
1940 ACT REGISTRATION NO. 811-6103
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

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

FORM N-1A

<TABLE>
<CAPTION>
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
<S> <C>
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 7 /X/
and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 9 /X/
</TABLE>

(Check appropriate box or boxes)

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

INVESTORS CASH TRUST
(Exact name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>
120 South LaSalle Street, Chicago, Illinois 60603
<S> <C>
(Address of Principal Executive Office) (Zip Code)
</TABLE>

Registrant's Telephone Number, including Area Code: (312) 781-1121

<TABLE>
<S> <C>
Philip J. Collora, Vice President and With a copy to:
Secretary Charles F. Custer
Investors Cash Trust Vedder, Price, Kaufman & Kammholz
120 South LaSalle Street 222 North LaSalle Street
Chicago, Illinois 60603 Chicago, Illinois 60601
(Name and Address of Agent for Service)
</TABLE>

Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Rule 24f-2 Notice for Registrant's fiscal year ended March 31, 1995
was filed on or about May 23, 1995.

It is proposed that this filing will become effective (check appropriate
box)

/ / immediately upon filing pursuant to paragraph (b)

/X/ on July 31, 1995 pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)(1)

/ / on (date) pursuant to paragraph (a)(1)

/ / 75 days after filing pursuant to paragraph (a)(2)

/ / on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

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<PAGE> 2

INVESTORS CASH TRUST

CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART A
OF FORM N-1A AND PROSPECTUS

<TABLE>
<CAPTION>
ITEM NUMBER
OF FORM N-1A LOCATION IN PROSPECTUS
<S> <C> <C>
1. Cover Page.............................. Cover Page
2. Synopsis................................ Summary; Summary of Expenses
3. Condensed Financial Information......... Financial Highlights;
Performance
4. General Description of Registrant....... Capital Structure; Investment Objective and
Policies; Investment Restrictions
5. Management of the Fund.................. Investment Manager and Services
5A. Management's Discussion of Fund
Performance............................. Inapplicable
6. Capital Stock and Other Securities...... Investment Objective and Policies; Dividends
and Taxes; Purchase of Shares; Capital
Structure
7. Purchase of Securities Being Offered.... Purchase of Shares; Investment Manager and
Services; Net Asset Value
8. Redemption or Repurchase................ Redemption of Shares
9. Pending Legal Proceedings............... Inapplicable
</TABLE>

<PAGE> 3

INVESTORS CASH TRUST
120 South LaSalle Street
Chicago, Illinois 60603

<TABLE>
<CAPTION>
TABLE OF CONTENTS
- ------------------------------------------------
<S> <C>
Summary 1
- ------------------------------------------------
Summary of Expenses 2
- ------------------------------------------------
Financial Highlights 2
- ------------------------------------------------
Investment Objective and Policies 3
- ------------------------------------------------
Investment Restrictions 4
- ------------------------------------------------
Net Asset Value 5
- ------------------------------------------------
Purchase of Shares 6
- ------------------------------------------------
Redemption of Shares 7
- ------------------------------------------------
Dividends and Taxes 9
- ------------------------------------------------
Investment Manager and Services 10
- ------------------------------------------------
Performance 11
- ------------------------------------------------
Capital Structure 12
- ------------------------------------------------
</TABLE>

This Prospectus contains information about the Fund that a prospective investor
should know before investing and should be retained for future reference. A
Statement of Additional Information dated, July 31, 1995, has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
It is available upon request without charge from the Fund at the address or
telephone number on this cover or the firm from which this prospectus was
received.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

INVESTORS
CASH
TRUST

PROSPECTUS July 31, 1995

INVESTORS CASH TRUST
Government Securities Portfolio
Treasury Portfolio

120 South LaSalle Street, Chicago, Illinois 60603 1-800-231-8568. The Fund
offers a choice of investment portfolios and is designed for investors who seek
maximum current income consistent with stability of capital. The Fund currently
offers the Government Securities Portfolio and the Treasury Portfolio. The
Government Securities Portfolio invests 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. The Treasury Portfolio invests exclusively in obligations issued by
the U.S. Government and repurchase agreements of such obligations.

The Fund is designed primarily for state and local governments and related
agencies, school districts, and other tax-exempt organizations that seek maximum
current income consistent with stability of capital to invest the proceeds of
tax-exempt bonds and working capital.

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

ICT-1 7/95

<PAGE> 4

INVESTORS CASH TRUST

120 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60603, TELEPHONE 1-800-231-8568

SUMMARY

INVESTMENT OBJECTIVES. Investors Cash Trust (the "Fund") is an open-end
diversified management investment company. The Fund currently offers a choice of
two investment portfolios; the Government Securities Portfolio and the Treasury
Portfolio ("Portfolios"). Each Portfolio invests in a portfolio of high quality
short-term money market instruments consistent with its specific objective. Each
Portfolio seeks maximum current income to the extent consistent with stability
of capital. The Government Securities Portfolio invests exclusively in U.S.
Treasury bills, notes and bonds and other obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and repurchase agreements
of such obligations. The Treasury Portfolio invests exclusively in obligations
issued by the U.S. Government and repurchase agreements of such obligations.
Each Portfolio seeks to maintain a net asset value of $1.00 per share. There is
no assurance that the objective of either Portfolio will be achieved or that
either Portfolio will be able to maintain a net asset value of $1.00 per share.
See "Investment Objectives and Policies."

INVESTMENT MANAGER AND SERVICES. Kemper Financial Services, Inc. (the
"Adviser") is the investment manager for the Fund and provides the Fund with
continuous professional investment supervision. KFS is paid an annual investment
management fee, payable monthly, of .15 of 1% of the combined average daily net
assets of each Portfolio. Kemper Distributors, Inc. ("KDI", the "Underwriter" or
the "Administrator"), an affiliate of KFS, is the principal underwriter of the
Fund and, as such, acts as agent of the Fund in the sale of its shares. KDI also
serves as Administrator and, as such, provides information and services for
existing and potential shareholders. The Administrator receives an
administration services fee, payable monthly, at an annual rate of .10 of 1% of
average daily net assets of each Portfolio. The Administrator normally pays
financial services firms that provide administrative services for their
customers at an annual rate that ranges between .05% and .10% of average net
assets of those Fund accounts that they maintain and service. See "Investment
Manager and Services."

PURCHASES AND REDEMPTIONS. Shares of each Portfolio are available at net asset
value through selected financial services firms. The minimum initial investment
for each Portfolio is $1 million. See "Purchase of Shares." Shares may be
redeemed at the net asset value next determined after receipt by the Fund's
Shareholder Service Agent of a request to redeem in proper form. Shares may be
redeemed by written request or by using one of the Fund's expedited redemption
procedures. See "Redemption of Shares."

DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested in additional shares of the same Portfolio, unless the
shareholder makes a different election. See "Dividends and Taxes."

GENERAL INFORMATION AND CAPITAL. The Fund is organized as a business trust
under the laws of Massachusetts and may issue an unlimited number of shares of
beneficial interest. Shares are fully paid and nonassessable when issued, are
transferable without restriction and have no preemptive or conversion rights.
The Fund is not required to hold annual shareholder meetings; but will hold
special meetings as required or deemed desirable for such purposes as electing
trustees, changing fundamental policies or approving an investment management
agreement. See "Capital Structure."

1
<PAGE> 5

SUMMARY OF EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(1).................................................. None
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES GOVERNMENT
(after fee waiver and expense absorption) (as a percentage of average net SECURITIES TREASURY
assets) PORTFOLIO PORTFOLIO
--------- ---------
<S> <C> <C>
Management Fees............................................................... .07% .01%
12b-1 Fees.................................................................... None None
Other Expenses................................................................ .18% .24%
----- -----
Total Operating Expenses...................................................... .25% .25%
===== =====
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 3 5 10
PORTFOLIO YEAR YEARS YEARS YEARS
--------------------- --- --- ---- ----
<S> <C> <C> <C> <C> <C>
You would pay the following expenses
on a $1,000 investment, assuming
(1) 5% annual return and Government Securities $ 3 $ 8 $ 14 $ 32
(2) redemption at the end of each time period: Treasury $ 3 $ 8 $ 14 $ 32
</TABLE>

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

(1) Investment dealers and other firms may independently charge shareholders
additional fees.

The purpose of the preceding table is to assist investors in understanding the
various costs and expenses that an investor in a Portfolio will bear directly or
indirectly. As discussed more fully under "Investment Manager and Services," the
Adviser has agreed to temporarily waive its management fee and reimburse or pay
operating expenses of each Portfolio to the extent that such expenses, as
defined, exceed .25% of average daily net assets of the Portfolio. Without such
waiver and reimbursement during the fiscal year ended March 31, 1995,
"Management Fees" would have been .15% and .15% and "Total Operating Expenses"
would have been .33% and .39% for the Government Securities Portfolio and
Treasury Portfolio, respectively. See "Investment Manager and Services" in the
Statement of Additional Information for more information regarding fees. The
Example assumes a 5% annual rate of return pursuant to requirements of the
Securities and Exchange Commission. This hypothetical rate of return is not
intended to be representative of past or future performance of any Portfolio of
the Fund. The Example should not be considered to be a representation of past or
future expenses. Actual expenses may be greater or lesser than those shown.

FINANCIAL HIGHLIGHTS

The tables below show financial information expressed in terms of one share
outstanding throughout the period. The information in the tables is covered by
the report of the Fund's independent auditors. The report is contained in the
Fund's Registration Statement and is available from the Fund. The financial
statements contained in the Fund's 1995 Annual Report to Shareholders are
incorporated herein by reference and may be obtained by writing or calling the
Fund.

<TABLE>
<CAPTION>
SEPT. 27, 1990
YEAR ENDED MARCH 31, TO
GOVERNMENT SECURITIES PORTFOLIO 1995 1994 1993 1992 MARCH 31, 1991
-------- ------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .05 .03 .03 .05 .03
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 4.74 3.00 3.12 5.11 3.62
- ------------------------------------------------------------------------------------------------------------------------

RATIOS TO AVERAGE NET ASSETS (%):
Expenses after expense absorption .25 .25 .38 .40 .40
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 4.72 2.96 3.13 4.74 6.68
- ------------------------------------------------------------------------------------------------------------------------

OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses .33 .43 .56 .51 1.12
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 4.64 2.78 2.95 4.63 5.96
- ------------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $176,024 129,611 129,025 104,959 50,031
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

2
<PAGE> 6

<TABLE>
<CAPTION>
DEC. 17, 1991
YEAR ENDED MARCH 31, TO
TREASURY PORTFOLIO 1995 1994 1993 MARCH 31, 1992
------- ------ ------ ---------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .05 .03 .03 .01
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 4.69 2.96 3.09 1.10
- ------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses after expense absorption .25 .23 .37 .40
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 4.76 2.92 2.97 3.76
- ------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses .39 .61 .78 .70
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 4.62 2.54 2.56 3.46
- ------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $65,389 28,683 20,275 4,723
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: The Adviser has agreed to temporarily waive its management fee and
reimburse or pay certain operating expenses to the extent necessary to limit
expenses to specific levels. Other Ratios to Average Net Assets are computed
without the effect of this expense absorption. Ratios have been determined on an
annualized basis. Total return is not annualized for periods less than a full
year.

INVESTMENT OBJECTIVE AND POLICIES

The Fund is a money market mutual fund designed primarily for state and local
governments and related agencies, school districts, and other tax-exempt
organizations to invest the proceeds of tax-exempt bonds and working capital.
The Fund seeks to provide liquidity and maximum current income available from
short-term U.S. Government securities. The Fund provides investors with
professional management of short-term investment dollars. The Fund is a series
investment company that provides investors with a choice of separate investment
portfolios ("Portfolios"). It currently offers two 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 increases yields. A Portfolio's investments are
subject to price fluctuations resulting from rising or declining interest rates.
Because of their short maturities, liquidity and high quality, short-term U.S.
Government securities, such as those in which the Portfolios invest, are
generally considered to be the safest available. The Government guarantee of the
securities owned by the Portfolios, however, does not guarantee the net asset
value of the Portfolios' shares. There can be no assurance that a Portfolio will
achieve its objective or that it will maintain a net asset value of $1.00 per
share.

GOVERNMENT SECURITIES PORTFOLIO. The Government Securities Portfolio seeks
maximum current income consistent with stability of capital. The Portfolio
pursues its objective by investing exclusively in U.S. Treasury bills, notes,
bonds and other obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements of such obligations. All
securities purchased mature in 12 months or less. Some securities issued by U.S.
Government agencies or instrumentalities are supported only by the credit of the
agency or instrumentality, such as those issued by the Federal Home Loan Bank;
and others have an additional line of credit with the U.S. Treasury, such as
those issued by the Federal National Mortgage Association and Farm Credit
System. Also, as 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. The Portfolio's investments in obligations issued or
guaranteed by U.S. Government agencies or instrumentalities currently are
limited to those issued or guaranteed by the following entities: Federal Land
Bank, Farm Credit System, Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Federal National Mortgage Association, Government National Mortgage
Association and Export-Import Credit Bank. The foregoing list of acceptable
entities is subject to change by action of the Fund's Board of Trustees;
however, the Fund will provide written notice to shareholders at least sixty
(60) days before any purchase by the Portfolio of obligations issued or
guaranteed by an entity not named above.

3
<PAGE> 7

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 of principal and interest on
the securities in the Fund's portfolio is backed by the full faith and credit of
the U.S. Government. See "The Fund" for information regarding repurchase
agreements.

THE FUND. 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 pursuant to procedures adopted by the Board of Trustees of the
Fund. 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.

A Portfolio may invest in U.S. Government securities having rates of interest
that are adjusted periodically or which "float" continuously according to
formulae intended to minimize fluctuation in values of the instruments
("Variable Rate Securities"). The interest rate of Variable Rate Securities
ordinarily is determined by reference to or is a percentage of an objective
standard such as a bank's prime rate, the 90-day U.S. Treasury Bill rate, or the
rate of return on commercial paper or bank certificates of deposit. Generally,
the changes in the interest rate on Variable Rate Securities reduce the
fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities ("Variable Rate Demand Securities") have a demand feature entitling
the purchaser to resell the securities at an amount approximately equal to
amortized cost or the principal amount thereof plus accrued interest. As is the
case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. Each Portfolio determines
the maturity of Variable Rate Securities in accordance with Securities and
Exchange Commission rules that allow the Portfolio to consider certain of such
instruments as having maturities shorter than the maturity date on the face of
the instrument.

INVESTMENT RESTRICTIONS

The Fund has adopted for the Government Securities Portfolio and Treasury
Portfolio certain investment restrictions which, together with the investment
objective and policies of each Portfolio, cannot be changed for a Portfolio
without approval by holders of a majority of its outstanding voting shares. As
defined in the Investment Company Act of 1940, this means the lesser of the vote
of (a) 67% of the Portfolio's shares present at a meeting where more than 50% of
the outstanding shares of the Portfolio are present in person or by proxy; or
(b) more than 50% of the Portfolio's outstanding shares.

Each Portfolio may not:

(1) Make loans to others (except through the purchase of debt obligations or
repurchase agreements in accordance with its investment objective and
policies).

(2) 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),

4
<PAGE> 8

reduce its indebtedness to the extent necessary. The Portfolio will not borrow
for leverage purposes and will not purchase securities or make investments while
borrowings are outstanding. (The Fund has no present intention of borrowing
during the coming year.)

(3) 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.

(4) Issue senior securities as defined in the Investment Company Act of 1940.

(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) Concentrate more than 25% of the value of the Portfolio's assets in any one
industry; provided, however, that the Portfolio reserves freedom of action to
invest up to 100% of its assets in U.S. Government securities in accordance with
its investment objective and policies.

(8) Invest in commodities or commodity futures contracts.

The Government Securities Portfolio may not:

(1) Purchase any securities other than obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities, and repurchase agreements of
such obligations.

The Treasury Portfolio may not:

(1) Purchase any securities other than obligations issued by the U.S. Government
and repurchase agreements of such obligations.

NET ASSET VALUE

Portfolio shares are sold at their net asset value next determined after an
order and payment are received in the form described under "Purchase of Shares."
The net asset value of each Portfolio's shares is calculated by dividing the
total assets of the Portfolio less its liabilities by the total number of shares
outstanding. The net asset value per share of each Portfolio is determined on
each day the New York Stock Exchange ("Exchange") is open for trading, at 11:00
a.m., 1:00 p.m. and 3:00 p.m. Chicago time, and on each other day on which there
is a sufficient degree of trading in each Portfolio's investments that its net
asset value might be affected, except that the net asset value will not be
computed on a day on which no orders to purchase shares were received and no
shares were tendered for redemption. Each Portfolio seeks to maintain a net
asset value of $1.00 per share.

Each Portfolio values its portfolio instruments at amortized cost in accordance
with Rule 2a-7 under the Investment Company Act of 1940, which means that they
are valued at their acquisition cost, as adjusted for amortization of premium or
accretion of discount, rather than at current market value. Calculations are
made to compare the value of each Portfolio's investments valued at amortized
cost with market-based values. Market-based valuations are obtained by using
actual quotations provided by market makers, estimates of market value, or
values obtained from yield data relating to classes of money market instruments
published by reputable sources at the mean between the bid and asked prices for
the instruments. If a deviation of 1/2 of 1% or more were to occur between the
net asset value per share calculated by reference to market-based values and
each Portfolio's $1.00 per share net asset value, or if there were any other
deviation which the Board of Trustees of the Fund believed would result in a
material dilution to shareholders or purchasers, the Board of Trustees would
promptly consider what action, if any, should be initiated. In order to value
its investments at amortized cost, each Portfolio purchases only securities with
a maturity of one year or less and maintains a dollar-weighted average portfolio
maturity of 90 days or less.

5
<PAGE> 9

PURCHASE OF SHARES

Shares of each Portfolio are sold at net asset value with no sales charge
through selected financial services firms, such as broker-dealers and banks
("firms"). Investors must indicate the Portfolio in which they wish to invest.
The minimum initial investment for each Portfolio is $1 million but such minimum
amount may be changed at any time in management's discretion. Subsequent
investments may be made in any amount. Firms offering Fund shares may set higher
minimums for accounts they service and may change such minimums at their
discretion.

The Fund seeks to have its Portfolios as fully invested as possible at all times
in order to achieve maximum income. Since each Portfolio will be investing in
instruments that normally require immediate payment in Federal Funds (monies
credited to a bank's account with its regional Federal Reserve Bank), the Fund
has adopted procedures for the convenience of its shareholders and to ensure
that each Portfolio receives investable funds. Orders for purchase of shares of
a Portfolio received by wire transfer in the form of Federal Funds will be
effected at the next determined net asset value. Shares purchased by wire will
receive that day's dividend if effected at or prior to the 1:00 p.m. Chicago
time net asset value determination, otherwise such shares will receive the
dividend for the next business day. Orders for purchase accompanied by a check
or other negotiable bank draft will be accepted and effected as of 3:00 p.m.
Chicago time on the next business day following receipt and such shares will
receive the dividend for the next business day following the day when the
purchase is effected. If an order is accompanied by a check drawn on a foreign
bank, funds must normally be collected on such check before shares will be
purchased. See "Purchase and Redemption of Shares" in the Statement of
Additional Information.

If payment is wired in Federal Funds, the payment should be directed to State
Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110,
the sub-custodian for the Fund. If payment is to be wired, call the firm from
which you received this prospectus for proper instructions.

CLIENTS OF FIRMS. Firms provide varying arrangements for their clients with
respect to the purchase and redemption of Fund shares and the confirmation
thereof. Such firms are responsible for the prompt transmission of purchase and
redemption orders. Some firms may establish higher minimum investment
requirements than set forth above. A firm may arrange with its clients for other
investment or administrative services. Such firms may independently establish
and charge additional amounts to their clients for such services, which charges
would reduce the clients' yield or return. Firms may also hold Fund shares in
nominee or street name as agent for and on behalf of their clients. In such
instances, the Fund's transfer agent will have no information with respect to or
control over the accounts of specific shareholders. Such shareholders may obtain
access to their accounts and information about their accounts only from their
firm. Certain of these firms may receive compensation from the Fund's
Shareholder Service Agent for recordkeeping and other expenses relating to these
nominee accounts. In addition, certain privileges with respect to the purchase
and redemption of shares (such as check writing redemptions) or the reinvestment
of dividends may not be available through such firms or may only be available
subject to conditions and limitations. Some firms may participate in a program
allowing them access to their clients' accounts for servicing including, without
limitation, transfers of registration and dividend payee changes; and may
perform functions such as generation of confirmation statements and disbursement
of cash dividends. The prospectus should be read in connection with such firm's
material regarding its fees and services.

OTHER INFORMATION. The Fund reserves the right to withdraw all or any part of
the offering made by this prospectus or to reject purchase orders without prior
notice. All orders to purchase shares are subject to acceptance by the Fund and
are not binding until confirmed or accepted in writing. Any purchase that would
result in total account balances for a single shareholder in excess of $3
million is subject to prior approval by the Fund. Share certificates are issued
only on request to the Fund. A $10 service fee will be charged when a check for
purchase of shares is returned because of insufficient or uncollected funds or a
stop payment order.

Shareholders should direct their inquiries to the firm from which they received
this prospectus or to Kemper Service Company, the Fund's "Shareholder Service
Agent," 811 Main Street, Kansas City, Missouri 64105-2005.

6
<PAGE> 10

REDEMPTION OF SHARES

GENERAL. Upon receipt by the Shareholder Service Agent of a request in the form
described below, shares of a Portfolio will be redeemed by the Fund at the next
determined net asset value. If processed at 3:00 p.m. Chicago time, the
shareholder will receive that day's dividend. A shareholder may use either the
regular or expedited redemption procedures. Shareholders who redeem all their
shares of a Portfolio will receive the net asset value of such shares and all
declared but unpaid dividends on such shares.

If shares of a Portfolio to be redeemed were purchased by check or through an
Automated Clearing House ("ACH") transaction, the Fund may delay transmittal of
redemption proceeds until it has determined that collected funds have been
received for the purchase of such shares, which will be up to 15 days from
receipt by the Fund of the purchase amount. Shareholders may not use expedited
redemption procedures (wire transfer or Redemption Check) until the shares being
redeemed have been owned for at least 15 days and shareholders may not use such
procedures to redeem shares held in certificated form. There is no delay when
shares being redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by the Fund may be subject to a contingent deferred sales charge as explained in
such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. Neither
the Fund nor its agents will be liable for any loss, expense or cost arising out
of any telephone request pursuant to these privileges, including any fraudulent
or unauthorized request, and THE SHAREHOLDER WILL BEAR THE RISK OF LOSS, so long
as the Fund or its agent reasonably believes, based upon reasonable verification
procedures, that the telephonic instructions are genuine. The verification
procedures include recording instructions, requiring certain identifying
information before acting upon instructions and sending written confirmations.

Because of the high cost of maintaining small accounts, the Fund reserves the
right to redeem an account that falls below the minimum investment level. 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 the Fund redeems the
shareholder account.

Firms provide varying arrangements for their clients to redeem Fund 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
the Fund's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to Kemper Service Company, P.O. Box 419153,
Kansas City, Missouri 64141-6153. When certificates for shares have been issued,
they must be mailed to or deposited with the Shareholder Service Agent, along
with a duly endorsed stock power and accompanied by a written request for
redemption. Redemption requests and a stock power must be endorsed by the
account holder with signatures guaranteed by a commercial bank, trust company,
savings and loan association, federal savings bank, member firm of a national
securities exchange or other eligible financial institution. The redemption
request and stock power must be signed exactly as the account is registered
including any special capacity of the registered owner. Additional documentation
may be requested, and a signature guarantee is normally required, from
institutional and fiduciary account holders, such as corporations, custodians
(e.g., under the Uniform Transfers to Minors Act), executors, administrators,
trustees or guardians.

7
<PAGE> 11

TELEPHONE REDEMPTIONS. If the proceeds of the redemption are $50,000 or less
and the proceeds are payable to the shareholder of record at the address of
record, normally a telephone request or a written request by any one account
holder without a signature guarantee is sufficient for redemptions by individual
or joint account holders, and trust, executor and guardian account holders
(excluding custodial accounts for gifts and transfers to minors) provided the
trustee, executor or guardian is named in the account registration. Other
institutional account holders and guardian account holders of custodial accounts
for gifts and transfers to minors may exercise this special privilege of
redeeming shares by telephone request or written request without signature
guarantee subject to the same conditions as individual account holders and
subject to the limitations on liability described under "General" above,
provided that this privilege has been pre-authorized by the institutional
account holder or guardian account holder by written instruction to the
Shareholder Service Agent with signatures guaranteed. Telephone requests may be
made by calling 1-800-231-8568. Shares purchased by check or through an ACH
transaction may not be redeemed under this privilege of redeeming shares by
telephone request until such shares have been owned for at least 15 days. This
privilege of redeeming shares by telephone request or by written request without
a signature guarantee may not be used to redeem shares held in certificated form
and may not be used if the shareholder's account has had an address change
within 30 days of the redemption request. During periods when it is difficult to
contact the Shareholder Service Agent by telephone, it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
The Fund reserves the right to terminate or modify this privilege at any time.

EXPEDITED WIRE TRANSFER REDEMPTIONS. If the account holder has given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares can be redeemed and proceeds sent by a federal wire
transfer to a single previously designated account. Requests received by the
Shareholder Service Agent prior to 11:00 a.m. Chicago time will result in shares
being redeemed that day and normally the proceeds will be sent to the designated
account that day. Once authorization is on file, the Shareholder Service Agent
will honor requests by telephone at 1-800-231-8568 or in writing, subject to the
limitations on liability described under "General" above. The Fund is not
responsible for the efficiency of the federal wire system or the account
holder's financial services firm or bank. The Fund currently does not charge the
account holder for wire transfers. The account holder is responsible for any
charges imposed by the account holder's firm or bank. There is a $1,000 wire
redemption minimum. To change the designated account to receive wire redemption
proceeds, send a written request to the Shareholder Service Agent with
signatures guaranteed as described above, or to contact the firm through which
shares of the Fund were purchased. Shares purchased by check or through an ACH
transaction may not be redeemed by wire transfer until the shares have been
owned for at least 15 days. Account holders may not use this procedure to redeem
shares held in certificated form. During periods when it is difficult to contact
the Shareholder Service Agent by telephone, it may be difficult to use the
expedited redemption privilege. The Fund reserves the right to terminate or
modify this privilege at any time.

EXPEDITED REDEMPTIONS BY DRAFT. Upon request, shareholders will be provided
with drafts to be drawn on the Fund ("Redemption Checks"). These Redemption
Checks may be made payable to the order of any person for not more than $5
million. Shareholders should not write Redemption Checks in an amount less than
$250 since a $10 service fee will be charged as described below. When a
Redemption Check is presented for payment, a sufficient number of full and
fractional shares in the shareholder's account will be redeemed as of the next
determined net asset value to cover the amount of the Redemption Check. This
will enable the shareholder to continue earning dividends until the Fund
receives the Redemption Check. A shareholder wishing to use this method of
redemption must complete and file an Account Application which is available from
the Fund or firms through which shares were purchased. Redemption Checks should
not be used to close an account since the account normally includes accrued but
unpaid dividends. The Fund reserves the right to terminate or modify this
privilege at any time. This privilege may not be available through some firms
that distribute shares of the Fund. In addition, firms may impose minimum
balance requirements in order to offer this feature. Firms may also impose fees
to investors for this privilege or establish variations of minimum check amounts
if approved by the Fund.

8
<PAGE> 12

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 an ACH transaction may not be redeemed by
Redemption Check until the shares have been on the Fund's books for at least 15
days. Shareholders may not use this procedure to redeem shares held in
certificated form. The Fund reserves the right to terminate or modify this
privilege at any time.

The Fund may refuse to honor Redemption Checks whenever the right of redemption
has been suspended or postponed, or whenever the account is otherwise impaired.
A $10 service fee will be charged when a Redemption Check is presented to redeem
Fund shares in excess of the value of a Fund account or in an amount less than
$250; when a Redemption Check is presented that would require redemption of
shares that were purchased by check or ACH transaction within 15 days; or when
"stop payment" of a Redemption Check is requested.

EXCHANGE PRIVILEGE. Information about an exchange privilege with other mutual
funds managed by the Fund's Adviser is contained in the Statement of Additional
Information; and further information may be obtained without charge from the
Adviser.

DIVIDENDS AND TAXES

DIVIDENDS. Dividends are declared daily and paid monthly. Shareholders may
select one of the following ways to receive dividends:

1. 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"). Dividends will be received
in cash unless the shareholder elects to have them reinvested.

2. REINVEST DIVIDENDS at net asset value into additional shares of the same
Portfolio if so requested. Dividends are reinvested on the 1st day of each month
if a business day, otherwise on the next business day.

TAXES. Each Portfolio intends to continue to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code (the "Code") and, if so
qualified, will not be subject to federal income taxes to the extent its
earnings are distributed. Dividends derived from interest and short-term capital
gains are taxable as ordinary income whether received in cash or reinvested in
additional shares. Dividends from a Portfolio do not qualify for the dividends
received deduction available to corporate shareholders.

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

The Code restricts the ability to invest tax-exempt bond proceeds at yields
materially higher than the yield on the issue. Tax advisers should be consulted
before investing tax-exempt bond proceeds in a Portfolio.

Portfolio dividends that are derived from interest on direct obligations of the
U.S. Government and certain of its agencies and instrumentalities may be exempt
from state and local taxes in certain states. In other states, arguments can be
made that such distributions should be exempt from state and local taxes based
on federal law, 31 U.S.C. Section 3124, and the U.S. Supreme Court's
interpretation of that provision in American Bank and Trust Co. v. Dallas
County, 463 U.S. 855 (1983). The Fund currently intends to advise shareholders
of the proportion of its dividends that consists of such interest. Shareholders
should consult their tax advisers regarding the possible exclusion of such
portion of their dividends for state and local income tax purposes.

Each Portfolio is required by law to withhold 31% of taxable dividends paid to
certain shareholders who do not furnish a correct taxpayer identification number
(in the case of individuals, a social security number) and in certain

9
<PAGE> 13

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 requirements.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for fiduciary accounts for which Investors Fiduciary Trust Company
serves as trustee will be sent quarterly. Firms may provide varying arrangements
with their clients with respect to confirmations. Tax information will be
provided annually. Shareholders are encouraged to retain copies of their account
confirmation statements or year-end statements for tax reporting purposes.
However, those who have incomplete records may obtain historical account
transaction information at a reasonable fee.

INVESTMENT MANAGER AND SERVICES

INVESTMENT MANAGER. Kemper Financial Services, Inc. (the "Adviser"), 120 South
LaSalle Street, Chicago, Illinois 60603, a wholly-owned subsidiary of Kemper
Financial Companies, Inc. ("KFC"), is the investment manager of the Fund and
provides the Fund with continuous professional investment supervision. The
Adviser is one of the largest investment managers in the country and has been
engaged in the management of investment funds for more than forty-five years.
The Adviser and its affiliates provide investment advice and manage investment
portfolios for the Kemper Funds, the Kemper insurance companies, Kemper
Corporation and other corporate, pension, profit-sharing and individual accounts
representing approximately $60 billion under management including $13 billion in
money market fund assets. The Adviser acts as investment adviser for 24 open-end
and seven closed-end investment companies, with 60 separate investment
portfolios representing more than 3 million shareholder accounts. KFC is a
financial services holding company that is more than 99% owned by Kemper
Corporation, a diversified insurance and financial services holding company.

Kemper Corporation has entered into a definitive agreement with an investor
group led by Zurich Insurance Company ("Zurich") pursuant to which Kemper
Corporation would be acquired by the investor group in a merger transaction. As
part of the transaction, Zurich or an affiliate would purchase the Adviser. The
Kemper Corporation and Zurich boards have approved the transaction.

Consummation of the transaction is subject to a number of contingencies,
including approval by the stockholders of Kemper Corporation and regulatory
approvals. Because the transaction would constitute an assignment of the Fund's
investment management agreement with the Adviser under the Investment Company
Act of 1940, and therefore a termination of such agreement, the Adviser has
received approval of a new investment management agreement from the Fund's board
and is seeking approval from the Fund's shareholders prior to the consummation
of the transaction. The transaction is expected to close in the fourth quarter
of 1995 or early in 1996.

Responsibility for overall management of the Fund rests with its Board of
Trustees and officers. Professional investment supervision is provided by the
Adviser. The investment management agreement provides that the Adviser shall act
as the Fund's investment adviser, manage its investments and provide it with
various services and facilities. For the services and facilities furnished to
the Government Securities and Treasury Portfolios, the Fund pays an annual
investment management fee, payable monthly, of .15% of the combined average
daily net assets of the Portfolios. Prior to December 1, 1993, the Fund paid the
management fee under a different fee schedule. The Adviser has agreed to
temporarily waive its management fee and absorb or pay each Portfolio's
operating expenses to the extent that they exceed .25% of average daily net
assets of the Portfolio on an annual basis. For this purpose, "Portfolio
operating expenses" do not include taxes, interest, extraordinary expenses,
brokerage commissions or transaction costs. Upon notice to the Fund, the Adviser
may terminate this waiver or expense absorption with respect to a Portfolio at
any time.

UNDERWRITER. Pursuant to an underwriting agreement, Kemper Distributors, Inc.
(the "Underwriter" or the "Administrator"), 120 South LaSalle Street, Chicago,
Illinois 60603, an affiliate of the Adviser, serves as the

10
<PAGE> 14

principal underwriter of the Fund's shares. The Underwriter receives no
compensation from the Fund as principal underwriter and pays all expenses of
distribution of the Fund's shares under the underwriting agreement not otherwise
paid by dealers or other financial services firms.

ADMINISTRATOR. Pursuant to an administrative services agreement ("administrative
agreement"), the Administrator provides information and administrative services
for shareholders. Before February 1, 1995, the Adviser was the administrator for
the Fund. The administrative agreement provides that the Administrator shall
appoint various financial services firms ("firms"), such as broker-dealers and
banks, to provide administrative services for their customers or clients who are
shareholders of the Fund. The firms are to provide such office space and
equipment, telephone facilities and personnel as is necessary or appropriate for
providing information and services to Fund shareholders. If the Glass-Steagall
Act should prevent banking firms from acting in any capacity or providing any of
the described services, management will consider what action, if any, is
appropriate. Management does not believe that termination of a relationship with
a bank would result in any material adverse consequences to the Fund. Banks or
other financial services firms may be subject to various state laws regarding
the services described above and may be required to register as dealers pursuant
to state law. The Fund has agreed to pay the Administrator an annual
administrative services fee under the administrative agreement, payable monthly,
of .10% of average daily net assets of each Portfolio. The Administrator may
elect to keep a portion of the total administrative fee to compensate itself for
administrative functions performed for the Fund. However, as reflected above,
the Adviser has agreed to temporarily waive its management fee and reimburse or
pay certain operating expenses of each Portfolio. The Administrator normally
pays firms a monthly service fee at an annual rate that ranges between .05% and
.10% of average net assets of those Fund accounts that they maintain and
service.

CUSTODIAN AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary Trust Company
("IFTC"), 127 West 10th Street, Kansas City, Missouri 64105, as custodian, and
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, as sub-custodian, have custody of all securities and cash of the Fund.
They attend to the collection of principal and income, and payment for and
collection of proceeds of securities bought and sold by the Fund. IFTC also is
the Fund's transfer and dividend-paying agent. Pursuant to a services agreement
with IFTC, Kemper Service Company, 811 Main Street, Kansas City, Missouri 64105,
an affiliate of the Adviser, serves as Shareholder Service Agent of the Fund.

PERFORMANCE

From time to time, the Fund may advertise several types of performance
information for a Portfolio, including "yield" and "effective yield." Each of
these figures is based upon historical earnings and is not necessarily
representative of the future performance of a Portfolio. The yield of a
Portfolio refers to the net investment income generated by a hypothetical
investment in the Portfolio over a specific seven-day period. This net
investment income is then annualized, which means that the net investment income
generated during the seven-day period is assumed to be generated each week over
an annual period and is shown as a percentage of the investment. The effective
yield is calculated similarly, but the net investment income earned by the
investment is assumed to be compounded when annualized. The effective yield will
be slightly higher than the yield due to this compounding effect.

The performance of a Portfolio may be compared to that of other money market
mutual funds or mutual fund indexes as reported by independent mutual fund
reporting services such as Lipper Analytical Services, Inc. A Portfolio's
performance and its relative size may be compared to other money market mutual
funds as reported by IBC/Donoghue's Money Fund Report(R) or Money Market
Insight(R), reporting services on money market funds. Investors may want to
compare a Portfolio's performance to that of various bank products as reported
by BANK RATE MONITORTM, a financial reporting service that weekly publishes
average rates of bank and thrift institution money market deposit accounts and
interest bearing checking accounts or various certificate of deposit indexes.
The performance of a Portfolio also may be compared to that of U.S. Treasury
bills and notes. Certain of these alternative investments may offer fixed rates
of return and guaranteed principal and may be insured. In addition, investors
may

11
<PAGE> 15

want to compare the Fund's performance to the Consumer Price Index either
directly or by calculating its "real rate of return," which is adjusted for the
effects of inflation.

The Fund may quote information from publications such as Morningstar, Inc., The
Wall Street Journal, Money Magazine, Forbes, Barron's, Fortune, The Chicago
Tribune, USA Today, Institutional Investor and Registered Representative. The
Fund may depict the historical performance of the securities in which the Fund
may invest over periods reflecting a variety of market or economic conditions
either alone or in comparison with alternative investments performance indexes
of those investments or economic indicators. The Fund may also describe its
portfolio holdings and depict its size or relative size compared to other mutual
funds, the number and make-up of its shareholder base and other descriptive
factors concerning the Fund.

Each Portfolio's yield will fluctuate. Shares of the Fund are not insured.
Additional information concerning a Portfolio's performance appears in the
Statement of Additional Information.

CAPITAL STRUCTURE

The Fund is an open-end, diversified management investment company, organized as
a business trust under the laws of Massachusetts on March 2, 1990. The Fund may
issue an unlimited number of shares of beneficial interest in one or more series
or "Portfolios," all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the Securities and
Exchange Commission regulations permitting the creation of separate classes of
shares. The Fund's shares are not currently divided into classes. While only
shares of the "Government Securities Portfolio" and "Treasury Portfolio" are
presently being offered, the Board of Trustees may authorize the issuance of
additional Portfolios if deemed desirable, each with its own investment
objective, policies and restrictions. Since the Fund offers multiple Portfolios,
it is known as a "series company." Shares of each Portfolio have equal
noncumulative voting rights and equal rights with respect to dividends, assets
and liquidation of such Portfolio subject to any preferences, rights or
privileges of any classes of shares within the Portfolio. Generally each class
of shares issued by a particular Portfolio would differ as to the allocation of
certain expenses of the Portfolio such as distribution and administrative
expenses, permitting, among other things, different levels of services or
methods of distribution among various classes. Shares are fully paid and
nonassessable when issued, are transferable without restriction and have no
preemptive or conversion rights. As of July 14, 1995, Clark County Nevada,
Treasurer owned more than 25% of the outstanding shares of each Portfolio and
may be deemed a control person of the Portfolios of the Fund. The Fund is not
required to hold annual shareholders' meetings and does not intend to do so.
However, it will hold special meetings as required or deemed desirable for such
purposes as electing trustees, changing fundamental policies or approving an
investment management agreement. Subject to the Agreement and Declaration of
Trust of the Fund, shareholders may remove trustees. Shareholders will vote by
Portfolio and not in the aggregate or by class except when voting in the
aggregate is required under the Investment Company Act of 1940, such as for the
election of trustees, or when the Board of Trustees determines that voting by
class is appropriate.

12
<PAGE> 16

Investors Cash
Trust
Prospectus

July 31, 1995

ICT Pro 7/95 (LOGO)printed on recycled paper

<PAGE> 17

INVESTORS CASH TRUST

CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART B
OF FORM N-1A AND STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
ITEM NUMBER LOCATION IN STATEMENT OF
OF FORM N-1A ADDITIONAL INFORMATION
---------------------------------------------
<S> <C> <C>
10. Cover Page............................... Cover Page
11. Table of Contents........................ Table of Contents
12. General Information and History.......... Inapplicable
13. Investment Objectives and Policies....... Inapplicable
14. Management of the Fund................... Investment Manager and Services;
Officers and Trustees
15. Control Persons and Principal Holders of
Securities............................... Officers and Trustees
16. Investment Advisory and Other Services... Investment Manager and Services
17. Brokerage Allocation and Other
Practices................................ Portfolio Transactions
18. Capital Stock and Other Securities....... Dividends and Net Asset Value;
Shareholder Rights
19. Purchase, Redemption and Pricing of
Securities Being Offered................. Purchase and Redemption of Shares
20. Tax Status............................... Inapplicable
21. Underwriters............................. Investment Manager and Services
22. Calculations of Performance Data......... Performance
23. Financial Statements..................... Financial Statements
</TABLE>
<PAGE> 18

STATEMENT OF ADDITIONAL INFORMATION

JULY 31, 1995

INVESTORS CASH TRUST
120 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60603
1-800-231-8568

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus of Investors Cash Trust (the "Fund") dated
July 31, 1995. The prospectus may be obtained without charge from the Fund.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Investment Manager and Services................................... B-1

Portfolio Transactions............................................ B-3

Purchase and Redemption of Shares................................. B-4

Dividends and Net Asset Value..................................... B-4

Performance....................................................... B-5

Officers and Trustees............................................. B-7

Special Features.................................................. B-9

Shareholder Rights................................................ B-10
</TABLE>

The financial statements appearing in the Fund's 1995 Annual Report to
Shareholders are incorporated herein by reference. The Fund's Annual Report
accompanies this Statement of Additional Information.

ICT 33 7/95

<PAGE> 19

INVESTMENT MANAGER AND SERVICES

INVESTMENT MANAGER. Kemper Financial Services, Inc. (the "Adviser") is the
Fund's investment manager. Pursuant to an investment management agreement, the
Adviser acts as the Fund's investment adviser, manages its investments,
administers its business affairs, furnishes office facilities and equipment,
provides clerical, bookkeeping and administrative services and permits any of
its officers or employees to serve without compensation as trustees or officers
of the Fund if elected to such positions. The Fund pays the expenses of its
operations, including the fees and expenses of independent auditors, counsel,
custodian and transfer agent and the cost of share certificates, reports and
notices to shareholders, costs of calculating net asset value, brokerage
commissions or transaction costs, taxes, registration fees, the fees and
expenses of qualifying the Fund and its shares for distribution under federal
and state securities laws and membership dues in the Investment Company
Institute or any similar organization. The Fund's expenses generally are
allocated between the Portfolios on the basis of relative net assets at the time
of allocation, except that expenses directly attributable to a particular
Portfolio are charged to that Portfolio.

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

The investment management agreement continues in effect from year to year so
long as its continuation is approved at least annually by a majority vote of the
trustees who are not parties to such agreement or interested persons of any such
party except in their capacity as trustees of the Fund, cast in person at a
meeting called for such purpose, and by the shareholders of each Portfolio or
the Board of Trustees. If continuation is not approved for a Portfolio, the
investment management agreement nevertheless may continue in effect for any
Portfolio for which it is approved and the Adviser may continue to serve as
investment manager for the Portfolio for which it is not approved to the extent
permitted by the Investment Company Act of 1940. It may be terminated at any
time upon 60 days' notice by either party, or by a majority vote of the
outstanding shares, and will terminate automatically upon assignment. Additional
Portfolios may be subject to a different agreement.

Effective December 1, 1993, for services and facilities furnished, the Fund pays
an annual investment management fee, payable monthly of .15 of 1% of average
daily net assets of the Government Securities and Treasury Portfolios. Between
October 1, 1991 and November 30, 1993, the Fund paid an annual investment
management fee, payable monthly, on a graduated basis of .25 of 1% of the first
$200 million of combined average daily net assets of the Portfolios, .19 of 1%
of the next $300 million and .15 of 1% of the combined average daily net assets
of the Portfolios over $500 million. Prior to October 1, 1991, the Government
Securities Portfolio paid an annual investment management fee on a graduated
basis of .30 of 1% of the first $200 million of average daily net assets, .24 of
1% of the next $300 million and .20 of 1% of average daily net assets over $500
million.The Adviser has agreed to reimburse the Fund to the extent required by
applicable state expense limitations should all operating expenses of the Fund,
including the investment management fee of the Adviser but excluding taxes,
interest, extraordinary expenses and brokerage commissions or transaction costs,
exceed the applicable state expense limitations. The Fund believes that the most
restrictive state expense limitation currently applicable to the Fund would
require that such operating expenses not exceed 2.5% of the first $30 million of
average daily net assets, 2% of the next $70 million and 1.5% of average daily
net assets over $100 million. The investment management fee and the expense
limitations are computed based on average daily net assets of all Portfolios and
are allocated between the Portfolios based upon the relative net asset levels.
Pursuant to the investment management agreement, the Fund incurred investment
management fees for the Government Securities Portfolio of $207,000, $296,000
and $208,000 for the fiscal years ended March 31, 1995, 1994 and 1993,
respectively. The Fund incurred investment management fees of $57,000, $57,000
and $22,000 for the Treasury Portfolio for the fiscal years ended March 31,
1995, 1994 and 1993, respectively. In addition to the expense limitation, the
Adviser has agreed to temporarily waive its management fee and absorb or pay
Portfolio operating expenses to the extent that they exceed .25 of 1% of average
daily net assets of a Portfolio on an annual basis. For this purpose, "Portfolio
operating expenses" do not

B-1
<PAGE> 20

include taxes, interest, extraordinary expenses, brokerage commissions or
transaction costs. Upon notice to the Fund, the Adviser may terminate these
arrangements with respect to a Portfolio at any time. During the fiscal years
ended March 31, 1995, 1994 and 1993, the Adviser waived or absorbed $117,000,
$244,000 and $147,000, respectively, of the Government Securities Portfolio's
operating expenses. During the fiscal years ended March 31, 1995, 1994 and 1993
the Adviser waived or absorbed $53,000, $103,000 and $37,000, respectively, of
the Treasury Portfolio's operating expenses.

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

UNDERWRITER. Pursuant to an underwriting agreement, Kemper Distributors, Inc.
(the "Underwriter" or the "Administrator"), an affiliate of the Adviser, serves
as the principal underwriter of the continuous offering of the Fund's shares.
Before February 1, 1995, the Adviser was the principal underwriter for the Fund.
The Underwriter receives no compensation from the Fund as principal underwriter
and pays all expenses of distribution of the Fund's shares under the
underwriting agreement not otherwise paid by dealers or other financial services
firms.

ADMINISTRATOR. Pursuant to an administrative services agreement ("administrative
agreement"), the Administrator also serves as administrator to the Fund to
provide information and services for shareholders. Before February 1, 1995, the
Adviser was the administrator for the Fund. The administrative agreement
provides that the Administrator shall appoint various firms to provide
administrative services for their customers or clients who are shareholders of
the Fund. The firms are to provide such office space and equipment, telephone
facilities and personnel as are necessary or appropriate for providing
information and services to Fund shareholders. For its services, the Fund pays
the Administrator an annual administrative services fee, payable monthly, of .10
of 1% of average daily net assets of each Portfolio. Prior to December 1, 1993,
the administrative services fee was .15 of 1% of average daily net assets of
each Portfolio.

The Administrator has related services agreements with various firms to provide
administrative services for Fund shareholders. Such services and assistance may
include, but are not limited to, establishing and maintaining shareholder
accounts and records, processing purchase and redemption transactions, providing
automatic investment in Portfolio shares of client account balances, answering
routine inquiries regarding the Fund, assisting clients in changing account
options, designations and addresses, and such other services as may be agreed
upon from time to time and as may be permitted by applicable statute, rule or
regulation. The Administrator also has services agreements with banking firms to
provide the above listed services, except for certain distribution services that
the banks may be prohibited from providing, for their clients who wish to invest
in the Fund. The Administrator also may provide some of the above services for
the Fund. The Administrator normally pays the firms a monthly service fee at an
annual rate that ranges between .05% and .10% of average net assets of those
Fund accounts that they maintain and service. The Administrator may elect to
keep a portion of the total administration fee to compensate itself for
functions performed for the Fund. Between October 1, 1991 and November 30, 1993,
the Adviser (as predecessor to the Administrator) received an annual
administrative services fee of .15 of 1% of average daily net assets and
normally paid firms at an annual rate of .15 of 1% of average net assets for
accounts maintained and serviced. During the fiscal years ended March 31, 1995,
1994 and 1993, the Government Securities Portfolio incurred administrative
services fees of $138,000, $182,000 and $124,000, respectively, and the
Administrator (or the Adviser as predecessor to the Administrator) paid $69,000,
$120,000 and $119,000, respectively, as service fees to firms, including
$57,000, $94,000 and $103,000, respectively, paid to firms affiliated with the
Administrator and the Treasury Portfolio incurred administrative services fees
of $38,000, $35,000 and $14,000, respectively, and the Administrator (or the
Adviser as predecessor to the Administrator) paid $19,000, $27,000 and $13,000,
respectively, as service fees to firms, including $11,000, $14,000 and $12,000,
respectively, paid to firms affiliated with the Administrator.

B-2
<PAGE> 21

Fund. IFTC is also the transfer agent of the Fund (see "Purchase of Shares" in
the prospectus). Pursuant to a services agreement with IFTC, Kemper Service
Company, an affiliate of the Adviser, serves as "Shareholder Service Agent."
IFTC receives an annual fee as custodian for the Fund, payable monthly, on a
graduated basis ranging from $.40 to $.05 per $1,000 of average monthly net
assets of the Fund plus certain transaction charges and out-of-pocket expense
reimbursement. (The effective custodian fee rate is based upon the average net
assets of all Kemper Mutual Funds of the money market type for which IFTC serves
as custodian.) IFTC receives, as transfer agent, and pays to the Shareholder
Service Agent annual account fees of a maximum of $13 per year per account plus
out-of-pocket expense reimbursement. During the fiscal year ended March 31,
1995, the Fund incurred custodian and transfer agent fees of $17,000 (excluding
related expenses) to IFTC and IFTC remitted shareholder service fees in the
amount of $2,000 to the Shareholder Service Agent.

INDEPENDENT AUDITORS AND REPORTS TO SHAREHOLDERS. The Fund's independent
auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606,
audit and report on the Fund's annual financial statements, review certain
regulatory reports and the Fund's federal income tax return, and perform other
professional accounting, auditing, tax and advisory services when engaged to do
so by the Fund. Shareholders will receive annual audited financial statements
and semi-annual unaudited financial statements.

PORTFOLIO TRANSACTIONS

Portfolio transactions are undertaken principally to pursue each Portfolio's
investment objective in relation to movements in the general level of interest
rates, to invest money obtained from the sale of Fund shares, to reinvest
proceeds from maturing portfolio securities and to meet redemptions of Fund
shares. These transactions may increase or decrease the yield of a Portfolio
depending upon management's ability to correctly time and execute such
transactions. Since a Portfolio's assets will be invested in securities with
short maturities, its portfolio will turn over several times a year. However,
since securities with maturities of less than one year are excluded from
required portfolio turnover rate calculations, each Portfolio's turnover rate
for reporting purposes will be zero.

The Adviser is the investment manager for the Kemper Funds, and the Adviser and
its affiliates also furnish investment management services to other clients
including Kemper Corporation and the Kemper insurance companies. The Adviser is
the sole shareholder of Kemper Asset Management Company and Kemper Investment
Management Company Limited. These three entities share some common research and
trading facilities. At times investment decisions may be made to purchase or
sell the same investment securities for a Portfolio and for one or more of the
other clients managed by the Adviser. When two or more of such clients are
simultaneously engaged in the purchase or sale of the same security, the
transactions are allocated as to amount and price in a manner considered
equitable to each. It is the opinion of the Board of Trustees that the benefits
available because of the Adviser's organization outweigh any disadvantages that
may arise from exposure to simultaneous transactions.

The Adviser, in effecting purchases and sales of portfolio securities for the
account of each Portfolio, will implement the Fund's policy of seeking the best
execution of orders, which includes best net prices. Consistent with this
policy, orders for portfolio transactions are placed with broker-dealer firms
giving consideration to the quality, quantity and nature of the firm's
professional services which include execution, clearance procedures, reliability
and other factors. In selecting among the firms believed to meet the criteria
for handling a particular transaction, the Adviser may give consideration to
those firms that have sold or are selling shares of the Kemper Mutual Funds, as
well as to those firms that provide market, statistical and other research
information to the Fund and the Adviser, although the Adviser is not authorized
to pay higher prices to firms that provide such services. Any research benefits
derived are available for all clients including clients of affiliated companies.
Since it is only supplemental to the Adviser's own research efforts and must be
analyzed and reviewed by the Adviser's staff, the receipt of research
information is not expected to materially reduce expenses. The Fund expects that
purchases and sales of portfolio securities usually will be principal
transactions. Portfolio securities will normally be purchased directly from the
issuer or from an underwriter or market maker for the securities. There usually
are no brokerage commissions paid by the Portfolios for such purchases. During
the last three fiscal years, neither the Government Securities Portfolio or the
Treasury Portfolio paid portfolio brokerage commissions. Purchases from
underwriters will include a commission or

B-3
<PAGE> 22

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

Shares of a Portfolio are sold at their net asset value next determined after an
order and payment are received in the form described in the prospectus. The
minimum initial investment is $1 million but such minimum amount may be changed
at any time. The Fund may waive the minimum for purchases by trustees,
directors, officers or employees of the Fund or the Adviser and its affiliates.
An investor wishing to open an account should use the Account Application
available from the Fund or financial services firms. Orders for the purchase of
shares that are accompanied by a check drawn on a foreign bank (other than a
check drawn on a Canadian bank in U.S. Dollars) will not be considered in proper
form and will not be processed unless and until the Fund determines that it has
received payment of the proceeds of the check. The time required for such a
determination will vary and cannot be determined in advance.

The Fund may suspend the right of redemption or delay payment more than seven
days (a) during any period when the New York Stock Exchange ("Exchange") is
closed other than customary weekend and holiday closings or during any period in
which trading on the Exchange is restricted, (b) during any period when an
emergency exists as a result of which (i) disposal of a Portfolio's investments
is not reasonably practicable, or (ii) it is not reasonably practicable for the
Fund to determine the value of its net assets, or (c) for such other periods as
the Securities and Exchange Commission may by order permit for the protection of
the Fund's shareholders.

Although it is the Fund's present policy to redeem in cash, if the Board of
Trustees determines that a material adverse effect would be experienced by the
remaining shareholders if payment were made wholly in cash, the Fund will pay
the redemption price in whole or in part by a distribution of portfolio
securities in lieu of cash, in conformity with the applicable rules of the
Securities and Exchange Commission, taking such securities at the same value
used to determine net asset value, and selecting the securities in such manner
as the Board of Trustees may deem fair and equitable. If such a distribution
occurs, shareholders receiving securities and selling them could receive less
than the redemption value of such securities and in addition would incur certain
transaction costs. Such a redemption would not be as liquid as a redemption
entirely in cash. The Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act of 1940 pursuant to which the Fund is obligated to redeem
shares of a Portfolio solely in cash up to the lesser of $250,000 or 1% of the
net assets of the Portfolio during any 90-day period for any one shareholder of
record.

DIVIDENDS AND NET ASSET VALUE

DIVIDENDS. Dividends are declared daily and paid monthly. Shareholders will
receive cash dividends unless they elect to receive dividends in additional
shares. For cash dividends, checks will be mailed within five business days
after the reinvestment date described below. For dividends paid in additional
shares, dividends will be reinvested monthly in shares of the same Portfolio
normally on the first day of each month, if a business day, otherwise on the
next business day. The Fund will pay shareholders who redeem their entire
accounts all unpaid dividends at the time of redemption not later than the next
dividend payment date.

Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, net investment income consists of (a) accrued interest
income plus or minus amortized discount or premium, (b) plus or minus all
short-term realized gains and losses on investments and (c) minus accrued
expenses. Expenses of the Fund are accrued each day. Since each Portfolio's
investments are valued at amortized cost, there will be no unrealized gains or
losses on such investments. However, should the net asset value of a Portfolio
deviate significantly from market value, the Board of Trustees could decide to
value the investments at market value and then unrealized gains and losses would
be included in net investment income above.

Dividends are paid in cash monthly and shareholders will receive monthly
confirmation of dividends and of purchase and redemption transactions.

B-4
<PAGE> 23

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 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 which the Board of Trustees of the Fund believed would result in
a material dilution to shareholders or purchasers, the Board of Trustees would
promptly consider what action, if any, should be initiated. If a Portfolio's net
asset value per share (computed using market values) declined, or were expected
to decline, below $1.00 (computed using amortized cost), the Board of Trustees
of the Fund might temporarily reduce or suspend dividend payments in an effort
to maintain the net asset value at $1.00 per share. As a result of such
reduction or suspension of dividends or other action by the Board of Trustees,
an investor would receive less income during a given period than if such a
reduction or suspension had not taken place. Such action could result in
investors receiving no dividend for the period during which they held their
shares and receiving, upon redemption, a price per share lower than that which
they paid. On the other hand, if a Portfolio's net asset value per share
(computed using market values) were to increase, or were anticipated to increase
above $1.00 (computed using amortized cost), the Board of Trustees of the Fund
might supplement dividends in an effort to maintain the net asset value at $1.00
per share.

PERFORMANCE

As reflected in the prospectus, the historical performance calculation for a
Portfolio may be shown in the form of "yield" and "effective yield." These
various measures of performance are described below. The Adviser temporarily has
agreed to absorb certain operating expenses of each Portfolio to the extent
specified in the prospectus. See "Investment Manager and Services" in the
prospectus. Without this expense absorption, the performance results noted
herein for the Government Securities and Treasury Portfolios would have been
lower.

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. For the period ended March 31, 1995, the Government Securities
Portfolio's seven-day yield was 5.87% and the Treasury Portfolio's seven-day
yield was 5.80%.

Each Portfolio's seven-day effective yield is determined by taking the base
period return (computed as described above) and calculating the effect of
assumed compounding. The formula for the seven-day effective yield is: (seven-
day base period return +1)365/7 - 1. Each Portfolio may also advertise a
thirty-day effective yield in which case the formula is (thirty-day base period
return +1)365/30 - 1. For the period ended March 31, 1995, the Government
Securities Portfolio's seven-day effective yield was 6.04% and the Treasury
Portfolio's seven-day effective yield was 5.97%.

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.

B-5
<PAGE> 24

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.

As indicated in the prospectus (see "Performance"), the performance of a
Portfolio may be compared to that of other mutual funds tracked by Lipper
Analytical Services, Inc. ("Lipper"). Lipper performance calculations include
the reinvestment of all capital gain and income dividends for the periods
covered by the calculations. A Portfolio's performance also may be compared to
other money market funds reported by IBC/Donoghue's Money Fund Report(R) or
Money Market Insight(R) ("IBC/Donoghue's"), reporting services on money market
funds. As reported by IBC/Donoghue's, all investment results represent total
return (annualized results for the period net of management fees and expenses)
and one year investment results would be effective annual yields assuming
reinvestment of dividends.

IBC/Donoghue's and Lipper reported the following results for the Portfolios.

IBC/DONOGHUE'S LIPPER ANALYTICAL SERVICES, INC.

These results are not annualized.

<TABLE>
<CAPTION>
IBC/
Donoghue's Lipper
Money Institutional
Fund U.S. Government
Averages(TM) Money
Government Government Government Market
Securities Treasury Institutional Securities Funds Treasury
Period Portfolio Portfolio Only Period Portfolio Average Portfolio
- ------------------ ---------- --------- ---------- ------------------ ---------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
7 days ended 1 month ended
3/28/95........... 5.84% 5.72% 5.67% 3/31/95........... .50% .48% .49%
1 month ended 3 months ended
3/31/95........... 5.84 5.74 5.64 3/31/95........... 1.41 1.37 1.38

Lipper
Institutional
U.S. Treasury
Money
Market
Funds
Period Average
- ------------------ -------------
<S> <<C>
7 days ended
3/28/95........... .47%
1 month ended
3/31/95........... 1.34
</TABLE>

BANK RATE MONITOR(TM), N. Palm Beach, Florida 33408, a financial reporting
service which each week publishes average rates of bank and thrift institution
money market deposit accounts and interest bearing checking accounts, reported
the following results for the BANK RATE MONITOR National Index(TM), which is
compared to the seven day annualized yield of the Portfolios:

<TABLE>
<CAPTION>
BANK RATE MONITOR
National Index(TM)
Money
Market
Deposit Interest Bearing
Accounts Checking Government
(stated Accounts Securities Treasury
Date rate) (stated rate) Portfolio Portfolio
----------------------------- ------ ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
March 29, 1995............... 2.85% 1.52% 5.85% 5.75%
</TABLE>

The rates published by the BANK RATE MONITOR National Index(TM) are averages of
the personal account rates offered on the Wednesday prior to the date of
publication by 100 of the leading bank and thrift institutions in the ten
largest Consolidated Metropolitan Statistical Areas. Account minimums range
upward from $2,000 in each institution and compounding methods vary. Interest
bearing checking accounts generally offer unlimited checking while money market
deposit accounts generally restrict the number of checks that may be written. If
more than one rate is offered, the lowest rate is used. Rates are determined by
the financial institution and are subject to change at any time specified by the
institution. Bank products represent an alternative income producing product.
Bank and thrift institution account deposits may be insured. Shareholder
accounts in the Fund are not insured. Bank passbook savings accounts share some
liquidity features with money market mutual fund accounts but they may not offer
all the features available from a money market mutual fund, such as
checkwriting. Bank passbook savings accounts normally offer a fixed rate of
interest, while the yield of each Portfolio fluctuates. Bank checking accounts
normally do not pay interest but share some liquidity features with money market
mutual fund accounts (e.g., the ability to write checks against the account).
Bank certificates of deposit may offer fixed or variable rates for a set term.
(Normally, a variety of terms are available.) Withdrawal of these deposits prior
to maturity normally will be subject

B-6
<PAGE> 25

to a penalty. In contrast, shares of the Fund are redeemable at the net asset
value next determined (normally $1.00 per share) after a request is received,
without charge.

Investors also may want to compare a Portfolio's performance to that of U.S.
Treasury bills or notes because such instruments represent alternative income
producing products. Treasury obligations are issued in selected denominations.
Rates of U.S. Treasury obligations are fixed at the time of issuance and payment
of principal and interest is backed by the full faith and credit of the U.S.
Treasury. The market value of such instruments generally will fluctuate
inversely with interest rates prior to maturity and will equal par value at
maturity. Generally, the values of obligations with shorter maturities will
fluctuate less than those with longer maturities. Each Portfolio's yield will
fluctuate. Also, while each Portfolio seeks to maintain a net asset value per
share of $1.00, there is no assurance that it will be able to do so.

OFFICERS AND TRUSTEES

The officers and trustees of the Fund, their principal occupations and their
affiliations, if any, with the Adviser and Underwriter, are as follows (the
number following each person's title is the number of investment companies
managed by the Adviser ("Kemper Managed Funds") for which he or she holds
similar positions):

DAVID W. BELIN, Trustee (21), 2000 Financial Center, 7th and Walnut, Des Moines,
Iowa; Member, Belin Harris Lamson McCormick, P.C. (attorneys).

LEWIS A. BURNHAM, Trustee (21), 16410 Avila Boulevard, Tampa, Florida; Partner,
Business Resources Group; formerly, Executive Vice President, Anchor Glass
Container Corporation.

DONALD L. DUNAWAY, Trustee (21), One Park Place, Milwaukee, Wisconsin; Retired;
formerly, Executive Vice President, A. O. Smith Corporation (diversified
manufacturer).

ROBERT B. HOFFMAN, Trustee (21), 800 North Lindbergh Boulevard, St. Louis,
Missouri; Senior Vice President and Chief Financial Officer, Monsanto Company
(chemical products); formerly, Vice President, FMC Corporation (manufacturer of
machinery and chemicals); prior thereto, Director, Executive Vice President and
Chief Financial Officer, Staley Continental, Inc. (food products).

DONALD R. JONES, Trustee (21), 1303 East Algonquin Road, Schaumburg, Illinois;
Retired; Director, Motorola, Inc. (manufacturer of electronic equipment and
components); formerly, Executive Vice President and Chief Financial Officer,
Motorola, Inc.

DAVID B. MATHIS, Trustee (28), Kemper Center, Long Grove, Illinois; Chairman,
Chief Executive Officer and Director of Kemper Corporation; Director, the
Adviser, Kemper Financial Companies, Inc. ("KFC"), several other Kemper
Corporation subsidiaries, IMC Global Inc. and Lumbermens Mutual Casualty
Company.

SHIRLEY D. PETERSON, Trustee (18), 401 Rosemont Avenue, Frederick, Maryland;
President, Hood College; formerly, partner, Steptoe & Johnson (attorneys); prior
thereto, Commissioner, Internal Revenue Service; prior thereto, Assistant
Attorney General, U.S. Department of Justice.

WILLIAM P. SOMMERS, Trustee (21), 333 Ravenswood Avenue, Menlo Park, California;
President and Chief Executive Officer, SRI International (research and
development); prior thereto, Executive Vice President, Iameter (medical
information and educational service provider); prior thereto, Senior Vice
President and Director, Booz, Allen & Hamilton Inc. (management consulting
firm) (retired); Director, Rohr, Inc., Therapeutic Discovery Corp. and Litton
Industries.

STEPHEN B. TIMBERS, President and Trustee* (31), 120 S. LaSalle St., Chicago,
Illinois; President, Chief Operating Officer and Director, Kemper Corporation;
Chairman, Chief Executive Officer, Chief Investment Officer and Director, the
Adviser; Director, KFC, KDI and several other Kemper Corporation subsidiaries,
Gillett Holdings Inc. and LTV Corporation.

B-7
<PAGE> 26

J. PATRICK BEIMFORD, JR., Vice President* (24), 120 South LaSalle Street,
Chicago, Illinois; Executive Vice President/Director of Fixed Income
Investments, the Adviser.

PHILIP J. COLLORA, Vice President and Secretary* (31), 120 South LaSalle Street,
Chicago, Illinois; Attorney, Senior Vice President and Assistant Secretary, the
Adviser.

CHARLES F. CUSTER, Vice President and Assistant Secretary* (31), 222 North
LaSalle Street, Chicago, Illinois; Partner, Vedder, Price, Kaufman & Kammholz
(attorneys), Legal Counsel to the Fund.

JEROME L. DUFFY, Treasurer* (31), 120 South LaSalle Street, Chicago, Illinois;
Senior Vice President, the Adviser.

JOHN E. PETERS, Vice President* (31), 120 South LaSalle Street, Chicago,
Illinois; Director and Senior Executive Vice President, the Adviser; Director
and President, the Underwriter.

FRANK J. RACHWALSKI, JR., Vice President* (9), 120 South LaSalle Street,
Chicago, Illinois; Senior Vice President, the Adviser.

ELIZABETH C. WERTH, Assistant Secretary* (23), 120 South LaSalle Street,
Chicago, Illinois; Vice President and Director of State Registrations, the
Adviser and the Underwriter.

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

The trustees and officers who are "interested persons" as designated above
receive no compensation from the Fund, except that Mr. Custer's law firm
receives fees from the Fund as counsel to the Fund. The table below shows
amounts paid or accrued to those trustees who are not designated "interested
persons" during the Fund's fiscal year ended March 31, 1995 and the total
compensation that Kemper Managed Funds paid to each trustee during the calendar
year 1994.

<TABLE>
<CAPTION>
PENSION OR TOTAL
AGGREGATE RETIREMENT BENEFITS COMPENSATION
COMPENSATION ACCRUED AS PART OF KEMPER MANAGED FUNDS
NAME OF TRUSTEE FROM FUND FUND EXPENSES PAID TO TRUSTEES(3)
- ----------------------------------------------- ------------ ------------------- -----------------------
<S> <C> <C> <C>
David W. Belin(1).............................. $1,800 0 $ 112,200
Lewis A. Burnham............................... 1,700 0 90,100
Donald L. Dunaway(1)........................... 2,000 0 115,400
Robert B. Hoffman.............................. 1,600 0 87,400
Donald R. Jones................................ 1,700 0 94,300
Shirley D. Peterson(2)......................... 0 0 0
William P. Sommers............................. 1,500 0 84,100
</TABLE>

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

(1) Includes deferred fees and interest thereon pursuant to deferred
compensation agreements with the Fund. Deferred amounts accrue interest
monthly at a rate approximate to the yield of Kemper Money Market
Fund--Money Market Portfolio.

(2) Appointed to the Board on June 15, 1995.

(3) Includes compensation for service on the Boards of 23 Kemper funds
(including two Kemper funds no longer in existence). Also includes amounts
for new portfolios estimated as if they had existed at the beginning of the
year.

On July 14, 1995, the trustees and officers as a group owned less than 1% of the
then outstanding shares of each Portfolio. On July 14, 1995, Clark County
Nevada, Treasurer, c/o Kemper Securities, Inc., 77 W. Wacker Drive, Chicago,
Illinois, Spring Branch ISD General Construction, c/o Funds Management Group,
Inc., 1001 Fannin, Houston, TX, Construction Fund, County of Cook, Illinois, c/o
Kemper Securities, Inc., 77 W. Wacker Drive, Chicago, Illinois and Asset
Preservation Dividend Account, c/o Kemper Securities, Inc., 77 W. Wacker Drive,

B-8
<PAGE> 27

Chicago, Illinois owned of record and beneficially 50.36%, 9.83%, 5.66% and
5.31%, respectively, of the outstanding shares of the Government Securities
Portfolio; and Clark County Nevada, Treasurer, c/o Kemper Securities Inc., 77 W.
Wacker Drive, Chicago, Illinois, Federated Rural Electric Ins. Co., c/o Kemper
Securities Inc., 77 W. Wacker Drive, Chicago, Illinois, First of
America--Michigan, c/o Funds Management Group, Inc., 1001 Fannin, Houston,
Texas, Wharton County General Fund, c/o Funds Management Group, Inc., 1001
Fannin, Houston, Texas and Angelina County General Fund, c/o Funds Management
Group, Inc., 1001 Fannin, Houston, Texas owned of record and beneficially
28.67%, 22.05%, 11.83%, 6.34% and 5.26%, respectively, of the outstanding shares
of the Treasury Portfolio.

SPECIAL FEATURES

EXCHANGE PRIVILEGE. Subject to the limitations described below, Class A Shares
(or the equivalent) of the following Kemper Mutual Funds may be exchanged for
each other at their relative net asset values: Kemper Technology Fund, Kemper
Total Return Fund, Kemper Growth Fund, Kemper Small Capitalization Equity Fund,
Kemper Income and Capital Preservation Fund, Kemper Municipal Bond Fund, Kemper
Diversified Income Fund, Kemper High Yield Fund, Kemper U.S. Government
Securities Fund, Kemper International Fund, Kemper State Tax-Free Income Series,
Kemper Adjustable Rate U.S. Government Fund, Kemper Blue Chip Fund, Kemper
Global Income Fund, Kemper Target Equity Fund (series are subject to a limited
offering period), Kemper Intermediate Municipal Bond Fund, Kemper Cash Reserves
Fund (available only upon exchange or conversion from Class A Shares of another
Kemper Mutual Fund), Kemper U.S. Mortgage Fund and Kemper Short-Intermediate
Government Fund ("Kemper Mutual Funds") and certain "Money Market Funds" (Kemper
Money Market Fund, Cash Equivalent Fund, Tax-Exempt California Money Market
Fund, Cash Account Trust, Tax-Exempt New York Money Market Fund and Investors
Cash Trust). Shares of Money Market Funds that were acquired by purchase (not
including shares acquired by dividend reinvestment) are subject to the
applicable sales charge on exchange. Shares purchased by check or through an ACH
transaction may not be exchanged until they have been owned for at least 15
days. In addition, shares of Kemper Funds, other than a Money Market Fund,
acquired by exchange from another Fund may not be exchanged thereafter until
they have been owned for 15 days. A series of Kemper Target Equity Fund will be
available on exchange only during the Offering Period for such series as
described in the prospectus for such series. Cash Equivalent Fund, Tax-Exempt
California Money Market Fund, Cash Account Trust, Tax-Exempt New York Money
Market Fund and Investors Cash Trust are available on exchange but only through
a financial services firm having a services agreement with the Underwriter 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
Tax-Exempt New York Money Market Fund is available for sale only in New York,
Connecticut, New Jersey and Pennsylvania.

The total value of shares being exchanged must at least equal the minimum
investment requirement of the fund into which they are being exchanged.
Exchanges are made based on relative dollar values of the shares involved in the
exchange. There is no service fee for an exchange; however, financial services
firms may charge for their services in effecting 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 firms or the Underwriter. 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 regulations, 60 days' prior written notice of any termination or
material change will be provided.

B-9
<PAGE> 28

SHAREHOLDER RIGHTS

The Fund generally is not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust of the Fund ("Declaration of Trust"),
however, shareholder meetings will be held in connection with the following
matters: (a) the election or removal of trustees if a meeting is called for such
purpose; (b) the adoption of any contract for which shareholder approval is
required by the Investment Company Act of 1940 ("1940 Act"); (c) any termination
of the Fund to the extent and as provided in the Declaration of Trust; (d) any
amendment of the Declaration of Trust (other than amendments changing the name
of the Fund or any Portfolio, establishing a Portfolio, supplying any omission,
curing any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision thereof); and (e) such additional matters as may be
required by law, the Declaration of Trust, the By-laws of the Fund, or any
registration of the Fund with the Securities and Exchange Commission or any
state, or as the trustees may consider necessary or desirable. The shareholders
also would vote upon changes in fundamental investment objectives, policies or
restrictions.

Each trustee serves until the next meeting of shareholders, if any, called for
the purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) the Fund will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy on the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

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

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of the Fund could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of the Fund and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Fund (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

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

B-10
<PAGE> 29
Investors Cash Trust

PORTFOLIO OF INVESTMENTS
March 31, 1995
(Value in thousands)

<TABLE>
<CAPTION>
GOVERNMENT SECURITIES PORTFOLIO
Value
<S> <C>
Short-Term Notes
---------------------------------------------------------------------
Federal Farm Credit Banks
6.33%, 6/01/95 $ 4,999
---------------------------------------------------------------------
Federal Home Loan Mortgage Corporation
5.95%-6.10%, 4/07/95-6/19/95 53,653
(a) 6.14%, 5/15/95 2,998
---------------------------------------------------------------------
Federal National Mortgage Association
(a) 6.37%-6.60%, 4/01/95 6,999
5.92%, 4/05/95-4/13/95 25,252
---------------------------------------------------------------------
Total Short-Term Notes-53.3%
(average maturity: 28 days) 93,901
---------------------------------------------------------------------

Repurchase Agreements
Bear Stearns Companies Inc.
---------------------------------------------------------------------
Dated 3/28/95, collateralized by Federal Home
Loan Mortgage Corporation and Federal
National Mortgage Association Securities
6.15%, 4/04/95 14,997
---------------------------------------------------------------------
Merrill Lynch Government Securities Inc.
---------------------------------------------------------------------
Dated 3/30/95, collateralized by Federal National
Mortgage Association Securities
6.10%, 4/06/95 18,000
---------------------------------------------------------------------
Morgan Stanley & Co. Incorporated
---------------------------------------------------------------------
Dated 3/27/95, collateralized by Federal Home
Loan Mortgage Corporation
6.04%, 4/03/95 24,000
---------------------------------------------------------------------
Nomura Securities International Inc.
---------------------------------------------------------------------
Dated 3/29/95, collateralized by Federal National
Mortgage Association Securities
6.18%, 4/05/95 25,000
---------------------------------------------------------------------

Total Repurchase Agreements-46.6%
(average maturity: 4 days) 81,997
---------------------------------------------------------------------

Total Investments-99.9%
(average maturity: 17 days) 175,898
---------------------------------------------------------------------
Cash and Other Assets,
Less Liabilities-.1% 126
---------------------------------------------------------------------
Net Assets-100% $176,024
=====================================================================
</TABLE>

See accompanying Notes to Portfolios of Investments.

(2)

<PAGE> 30
Investors Cash Trust

PORTFOLIO OF INVESTMENTS
March 31, 1995
(Value in thousands)

TREASURY PORTFOLIO

<TABLE>
<CAPTION>
VALUE

<S> <C>
U.S. TREASURY BILLS-56.4%
(average maturity: 21 days)
5.93%-6.03%, 4/20/95-5/25/95 $ 36,885
- ------------------------------------------------------------------------------

REPURCHASE AGREEMENTS
- ------------------------------------------------------------------------------
First National Bank of Chicago
- ------------------------------------------------------------------------------
Dated 3/23/95, collateralized by U.S. Treasury Bonds
5.95%, 4/25/95 6,700
- ------------------------------------------------------------------------------
Goldman, Sachs & Co.
- ------------------------------------------------------------------------------
Dated 3/29/95, collateralized by U.S. Treasury Notes
6.05%, 4/05/95 8,500
- ------------------------------------------------------------------------------
J.P. Morgan Securities Inc.
- ------------------------------------------------------------------------------
Dated 3/31/95, collateralized by U.S. Treasury Notes
6.15%, 4/03/95 9,900
- ------------------------------------------------------------------------------
Lehman Government Securities, Inc.
- ------------------------------------------------------------------------------
Dated 3/31/95, collateralized by U.S. Treasury Notes
6.20%, 4/03/95 9,900
- ------------------------------------------------------------------------------
Merrill Lynch Government Securities Inc.
- ------------------------------------------------------------------------------
Dated 3/29/95, collateralized by U.S. Treasury Notes
6.05%, 4/05/95 9,000
- ------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated
- ------------------------------------------------------------------------------
Dated 3/28/95, collateralized by U.S. Treasury Bonds
6.00%, 4/04/95 9,700
- ------------------------------------------------------------------------------
Nikko Securities International
- ------------------------------------------------------------------------------
Dated 3/31/95, collateralized by U.S. Treasury Notes
6.15%, 4/03/95 9,900
- ------------------------------------------------------------------------------
TOTAL REPURCHASE AGREEMENTS-97.3%
(average maturity: 5 days) 63,600
- ------------------------------------------------------------------------------
TOTAL INVESTMENTS-153.7%
(average maturity: 11 days) 100,485
- ------------------------------------------------------------------------------
LIABILITIES (INCLUDING PAYABLE FOR
SECURITIES PURCHASED),
LESS CASH AND OTHER ASSETS-(53.7%) (35,096)
- ------------------------------------------------------------------------------
NET ASSETS-100% $ 65,389
==============================================================================
</TABLE>

NOTES TO PORTFOLIOS OF INVESTMENTS

Interest rates represent annualized yield to date of maturity, except for
variable rate securities described in Note (a). For each security, cost (for
financial reporting and federal income tax purposes) and carrying value are the
same. Likewise, carrying value approximates principal amount.

(a) Variable rate securities. The rates shown are the current rates at
March 31, 1995. The date shown represents the demand date or next interest
rate change date.

See accompanying Notes to Financial Statements.

(3)

<PAGE> 31
Investors Cash Trust

REPORT OF INDEPENDENT AUDITORS

THE BOARD OF TRUSTEES AND SHAREHOLDERS
INVESTORS CASH TRUST

We have audited the accompanying statement of assets and liabilities, including
the portfolios of investments, of the Government Securities and the Treasury
Portfolios, comprising Investors Cash Trust, as of March 31, 1995, and the
related statements of operations for the year then ended and changes in net
assets for each of the two years in the period then ended, and the financial
highlights for each of the fiscal periods since 1991 in the Government
Securities Portfolio and 1992 in the Treasury Portfolio. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of
March 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the Portfolios comprising Investors Cash Trust at March 31, 1995, the
results of their operations for the year then ended, the changes in their net
assets for each of the two years in the period then ended, and the financial
highlights for each of the fiscal periods referred to above, in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
April 28, 1995

(4)

<PAGE> 32
Investors Cash Trust

STATEMENT OF ASSETS AND LIABILITIES
March 31, 1995
(in thousands)

Government
Securities Treasury
Assets Portfolio Portfolio
- -------------------------------------------------------------------------
<S> <C> <C>

Investments, at amortized cost:
Short-term securities $ 93,901 36,885
- -------------------------------------------------------------------------
Repurchase agreements 81,997 63,600
- -------------------------------------------------------------------------
Cash 739 111
- -------------------------------------------------------------------------
Interest receivable 264 30
- -------------------------------------------------------------------------
Total assets 176,901 100,626
- -------------------------------------------------------------------------

Liabilities and Net Assets
- -------------------------------------------------------------------------
Payable for:
Securities purchased -- 34,903
- -------------------------------------------------------------------------
Dividends 827 314
- -------------------------------------------------------------------------
Management fee 7 --
- -------------------------------------------------------------------------
Administrative fee 14 4
- -------------------------------------------------------------------------
Other 29 16
- -------------------------------------------------------------------------
Total liabilities 877 35,237
- -------------------------------------------------------------------------
Net assets applicable to shares
outstanding $176,024 65,389
=========================================================================

The Pricing of Shares
- -------------------------------------------------------------------------
Shares outstanding, no par value
(unlimited shares authorized) 176,024 65,389
- -------------------------------------------------------------------------
Net asset value and
redemption price per share $1.00 1.00
=========================================================================

</TABLE>

See accompanying Notes to Financial Statements.

(5)

<PAGE> 33
Investors Cash Trust

STATEMENT OF OPERATIONS
Year ended March 31, 1995
(in thousands)

Government
Securities Treasury
Portfolio Portfolio
---------- ---------
<S> <C> <C>
Interest income $6,859 1,905
- -----------------------------------------------------------
Expenses:
Management fee 207 57
- -----------------------------------------------------------
Administrative fee 138 38
- -----------------------------------------------------------
Custodian and transfer agent
fees and related expenses 15 6
- -----------------------------------------------------------
Registration costs 34 23
- -----------------------------------------------------------
Professional fees 34 9
- -----------------------------------------------------------
Reports to shareholders 8 2
- -----------------------------------------------------------
Trustees' fees and other 26 13
- -----------------------------------------------------------
462 148
- -----------------------------------------------------------
Less expenses absorbed by
the investment manager (117) (53)
- -----------------------------------------------------------
Total expenses absorbed by
the Portfolio 345 95
- -----------------------------------------------------------
Net investment income $6,514 1,810
===========================================================

</TABLE>

See accompanying Notes to Financial Statements.

(6)

<PAGE> 34
Investors Cash Trust

STATEMENT OF CHANGES IN NET ASSETS
Years ended March 31, 1995 and 1994
(in thousands)

<TABLE>
<CAPTION>
Government Securities Treasury
Portfolio Portfolio
--------------------------------------------
1995 1994 1995 1994
--------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income $ 6,514 4,072 1,810 779
- ------------------------------------------------------------------------------------------------
Dividends to shareholders from
net investment income (6,514) (4,072) (1,810) (779)
- ------------------------------------------------------------------------------------------------
Capital share transactions (dollar
amounts and number of shares are the same):
Shares sold 142,655 130,898 139,626 115,545
- ------------------------------------------------------------------------------------------------
Shares issued in reinvestment of dividends 5,997 3,945 1,560 728
- ------------------------------------------------------------------------------------------------
148,652 134,843 141,186 116,273

Less shares redeemed 102,239 134,257 104,480 107,865
- ------------------------------------------------------------------------------------------------
Net increase from capital share transactions
and total increase in net assets 46,413 586 36,706 8,408
- ------------------------------------------------------------------------------------------------
Net assets:
Beginning of year 129,611 129,025 28,683 20,275
- ------------------------------------------------------------------------------------------------
End of year $176,024 129,611 65,389 28,683
================================================================================================
</TABLE>

See accompanying Notes to Financial Statements.

(7)

<PAGE> 35
Investors Cash Trust

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF THE FUND

The Fund currently offers two series of shares (Portfolios)-the Government
Securities Portfolio and the Treasury Portfolio.

2. SIGNIFICANT ACCOUNTING POLICIES

INVESTMENT VALUATION

Investments are stated at amortized cost, which approximates market value. In
the event that a deviation of 1/2 of 1% or more exists between a Portfolio's
$1.00 per share net asset value, calculated at amortized cost, and the net
asset value calculated by reference to market-based values, or if there is any
other deviation that the Board of Trustees believes would result in a material
dilution to shareholders or purchasers, the Board of Trustees will promptly
consider what action should be initiated.

INVESTMENT TRANSACTIONS AND INTEREST INCOME

Investment transactions are accounted for on the trade date (date the order to
buy or sell is executed). Interest income is recorded on the accrual basis and
includes amortization of premium and discount on investments.

REPURCHASE AGREEMENTS

Repurchase agreements are fully collateralized by U.S. Treasury or Government
agency securities. All collateral is held at the Fund's custodian bank and is
monitored daily by the Fund so that its market value exceeds the carrying value
of the repurchase agreement.

EXPENSES

Expenses arising in connection with a Portfolio are allocated to that
Portfolio. Other Fund expenses are allocated between the Portfolios in
proportion to their relative net assets.

FUND SHARE VALUATION AND DIVIDENDS TO SHAREHOLDERS

Fund shares are sold and redeemed on a continuous basis at net asset value. On
each day that the New York Stock Exchange is open for trading, each Portfolio
determines its net asset value per share at 11:00 a.m., 1:00 p.m. and 3:00 p.m.
Chicago time by dividing the total value of the Portfolio's investments and
other assets, less liabilities, by the number of Portfolio shares outstanding.
Each Portfolio declares a daily dividend, equal to its net investment income
for that day, payable monthly. Net investment income consists of all interest
income plus (minus) all realized gains (losses) on portfolio securities, minus
all expenses of the Portfolio.

FEDERAL INCOME TAXES

Each Portfolio has complied with the special provisions of the Internal Revenue
Code available to investment companies and therefore no federal income tax
provision is required.

3. TRANSACTIONS WITH AFFILIATES

MANAGEMENT AGREEMENT

The Fund has a management agreement with Kemper Financial Services, Inc. (KFS).
For management services and facilities furnished, the Fund pays a management
fee at an annual rate of .15% of average daily net assets. During the year
ended March 31, 1995, the Fund incurred management fees of $264,000.

ADMINISTRATIVE AGREEMENT

The Fund also has an administrative services agreement with Kemper
Distributors, Inc. (KDI). (Before February 1, 1995, KFS was the administrator.)
For its services as primary administrator, the Fund pays KDI an annual fee of
.10% of average daily net assets. For the year ended March 31, 1995, the Fund
incurred administrative fees of $176,000. KDI has related service agreements
with various firms to provide cash management and other services for Fund
shareholders. KDI pays these firms at annual rate ranging between .05% and .10%
of average daily net assets. During the year ended March 31, 1995, KDI (and KFS
as predecessor to KDI) paid fees of $88,000 to various firms pursuant to
service agreements, including $68,000 paid to affiliated dealers.

(8)

<PAGE> 36
Investors Cash Trust

CUSTODIAN AND TRANSFER AGENT AGREEMENTS
The Fund has a custodian and a transfer agent agreement with Investors
Fiduciary Trust Company (IFTC), which was 50% owned by KFS until January 31,
1995 when KFS completed the sale of IFTC to a third party. During the year
ended March 31, 1995, the Fund incurred custodian and transfer agent fees of
$17,000 (excluding related expenses). Pursuant to a services agreement with
IFTC, Kemper Service Company (KSvC), an affiliate of KFS, is the Shareholder
Service Agent of the Fund. During the year ended March 31, 1995, IFTC remitted
shareholder service fees of $2,000 to KSvC.

OFFICERS AND TRUSTEES
Certain officers or trustees of the Fund are also officers or directors of KFS.
During the six months ended March 31, 1995, the Fund made no payments to its
officers and incurred trustees' fees of $11,000 to independent trustees.

EXPENSE ABSORPTION
KFS agreed to temporarily absorb certain of each Portfolio's operating expenses
to the extent that they exceed .25% of average daily net assets of such
Portfolio on an annual basis. Under this arrangement, KFS absorbed $170,000 of
expenses during the year ended March 31, 1995.

(9)
<PAGE> 37
Investors Cash Trust

FINANCIAL HIGHLIGHTS

GOVERNMENT SECURITIES PORTFOLIO

<TABLE>
<CAPTION>
Sept. 27, 1990
Year ended March 31, to
1995 1994 1993 1992 March 31, 1991
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $ 1.00 1.00 1.00 1.00 1.00
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .05 .03 .03 .05 .03
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 1.00 1.00 1.00 1.00 1.00
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%) 4.74 3.00 3.12 5.11 3.62
- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses after expense absorption .25 .25 .38 .40 .40
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.72 2.96 3.13 4.74 6.68
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses .33 .43 .56 .51 1.12
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.64 2.78 2.95 4.63 5.96
- ----------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $176,024 129,611 129,025 104,959 50,031
==================================================================================================================================

</TABLE>

TREASURY PORTFOLIO

<TABLE>
<CAPTION>
Dec. 17, 1991
Year ended March 31, to
1995 1994 1993 March 31, 1992
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $ 1.00 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .05 .03 .03 .01
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 1.00 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 4.69 2.96 3.09 1.10
- -----------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS(%):
Expenses after expense absorption .25 .23 .37 .40
- -----------------------------------------------------------------------------------------------------------------------
Net investment income 4.76 2.92 2.97 3.76
- -----------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):
Expenses .39 .61 .78 .70
- -----------------------------------------------------------------------------------------------------------------------
Net investment income 4.62 2.54 2.56 3.46
- -----------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $65,389 28,683 20,275 4,723
=======================================================================================================================

</TABLE>

NOTE:

KFS has agreed to temporarily absorb certain operating expenses. The Other
Ratios to Average Net Assets are computed without this expense absorption.
Ratios have been determined on an annualized basis. Total return is not
annualized.

(10)

<PAGE> 38

INVESTORS CASH TRUST

PART C.

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

(i) Financial statements included in Part A of the Registration
Statement:

Financial Highlights.

(ii) Financial statements included in Part B of the Registration
Statement:

Statement of assets and liabilities--March 31, 1995.

Statement of operations for the year ended March 31, 1995.

Statement of changes in net assets for each of the two fiscal
periods ended March 31, 1995.

Portfolios of investments--March 31, 1995.

Notes to financial statements.

Schedules II, III, IV, V, VI and VII have been omitted as the required
information is not present.

Schedule I has been omitted as the required information is presented in
the portfolios of investments at March 31, 1995.

(b) Exhibits

<TABLE>
<S> <C>
99.b1.(a) Amended and Restated Agreement and Declaration of Trust.
99.b1.(b) Written Instrument Amending Agreement and Declaration of Trust.
99.b1.(c) Written Instrument Amending Agreement and Declaration of Trust.
99.b2. By-Laws.
99.b3. Inapplicable.
99.b4. Text of Share Certificate.
99.b5.(a) Investment Management Agreement.
99.b5.(b) Notification of Additional Portfolio (Treasury Portfolio).
99.b5.(c) Amendment to Investment Management Agreement.
99.b6.(a) Underwriting Agreement.
99.b6.(b) Form of Selling Group Agreement.
99.b6.(c) Assignment and Assumption Agreement.
99.b7. Inapplicable.
99.b8. Custody Agreement.
99.b9.(a) Agency Agreement.
99.b9.(b) Supplement to Agency Agreement.
99.b9.(c) Second Supplement to Agency Agreement.
99.b9.(d) Administration and Shareholder Services Agreement.
99.b9.(e) Amendment to Administration and Shareholder Services Agreement.
99.b9.(f) Assignment and Assumption Agreement.
99.b10. Inapplicable.
99.b11. Consent of Independent Auditors.
99.b12. Inapplicable.
99.b13. Inapplicable.
99.b14. Inapplicable.
99.b15. Inapplicable.
99.b16. Performance Calculations.
99.b24. Power of Attorney.
99.b485.(b) Representation of Counsel (Rule 485(b)).
27. Financial Data Schedule.
</TABLE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

As of July 14, 1995, Clark County Nevada, Treasurer owned 50.36% of the
outstanding shares of the Government Securities Portfolio and 28.67% of the
outstanding shares of the Treasury Portfolio.

C-1
<PAGE> 39

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

As of July 14, 1995, there were 232 holders of record of the Government
Securities Portfolio and 110 holders of record of the Treasury Portfolio.

ITEM 27. INDEMNIFICATION

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

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

ITEM 28.(A) BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Information pertaining to business and other connections of the
Registrant's investment adviser is hereby incorporated by reference to the
section of the Prospectus captioned "Investment Manager and Services," and to
the section of the Statement of Additional Information captioned "Investment

Manager and Services."

C-2
<PAGE> 40

Kemper Financial Services, Inc., investment adviser of the Registrant, is
investment adviser of the following:

Kemper Mutual Funds:
Kemper Technology Fund
Kemper Total Return Fund
Kemper Growth Fund
Kemper Small Capitalization Equity Fund
Kemper Income and Capital Preservation Fund
Kemper Money Market Fund

Kemper National Tax-Free Income Series

Kemper Diversified Income Fund
Kemper High Yield Fund
Cash Equivalent Fund
Kemper U.S. Government Securities Fund
Kemper International Fund
Kemper Portfolios
Kemper State Tax-Free Income Series
Tax-Exempt California Money Market Fund
Kemper Adjustable Rate U.S. Government Fund
Kemper Blue Chip Fund
Kemper Global Income Fund

Kemper Target Equity Fund

Cash Account Trust
Investors Cash Trust
Tax-Exempt New York Money Market Fund

Kemper Closed-End Funds:

Kemper High Income Trust
Kemper Intermediate Government Trust
Kemper Municipal Income Trust
Kemper Multi-Market Income Trust
Kemper Strategic Municipal Income Trust
The Growth Fund of Spain, Inc.
Kemper Strategic Income Fund

Kemper Financial Services, Inc. also furnishes investment advice to and
manages investment portfolios for other clients including Kemper Investors Fund,
Sterling Funds and Kemper International Bond Fund.

C-3
<PAGE> 41
Item 28(b) Business and Other Connections of Officers
and Directors of Kemper Financial Services Inc.,
the Investment Advisor

BORIS, JAMES R.
Director, Kemper Financial Services, Inc.
Director, INVEST Financial Corporation
Director, INVEST Financial Corporation Holding Company
Executive Vice President, Kemper Corporation
Director, Executive Vice President, Kemper Financial Companies, Inc.
Director, Kemper Investors Life Insurance Company
Director, Kemper Sales Company
Director, Chairman and CEO, Kemper Securities, Inc.

MATHIS, DAVID B.
Director, Kemper Financial Services, Inc.
Director, Federal Kemper Life Assurance Company
Director, Fidelity Life Association
Director, Chairman and Chief Executive Officer, Kemper Corporation
Director, Kemper Financial Companies, Inc.
Director, Kemper Investors Life Insurance Company
Director, Kemper Securities Holdings, Inc.
Director, Kemper Securities, Inc.
Director, IMC Global, Inc.
Trustee, Kemper Mutual Funds
Trustee, Kemper Closed-End Funds
Trustee, Kemper International Bond Fund

TIMBERS, STEPHEN B.
Director, Chairman, Chief Executive Officer and Chief Investment Officer,
Kemper Financial Services, Inc.
Director, Kemper Advisors, Inc.
Director, Vice President, Kemper Asset Holdings, Inc.
Director, Kemper Distributors, Inc.
Director, Chairman, Kemper Asset Management Company
Director, Chairman, Kemper Service Company
Director, Federal Kemper Life Assurance Company
Director, Vice President, FKLA Loire Court, Inc.
Director, Vice President, FKLA Realty Corporation
Director, President, Galaxy Offshore, Inc.
Director, Vice President, FLA First Nationwide, Inc.
Director, Vice President, FLA Plate Building, Inc.
Director, Vice President, FLA Realty Corp.
Trustee and President, Kemper Closed-End Funds
Director, President and Chief Operating Officer, Kemper
Corporation
Director, Chairman, President and Chief Executive Officer, Kemper Financial
Companies, Inc.
Director, President, Kemper International Management, Inc.
Trustee and Vice President, Kemper Investors Fund
Director, Kemper Investors Life Insurance Company

C-4
<PAGE> 42

Trustee and President, Kemper Mutual Funds
Director, Vice President, Kemper Portfolio Corp.
Director, Vice President, Kemper Real Estate, Inc.
Director, Kemper Securities, Inc.
Director, Kemper Securities Holdings, Inc.
Director, Vice President, Kemper/Cymrot Management, Inc.
Director, Vice President, Kemper/Cymrot, Inc.
Director, Vice President, KFC Portfolio Corp.
Director, Vice President, KI Aaron Rents, Inc.
Director, Vice President, KI Arnold Industrial, Inc.
Director, Vice President, KI Canyon Park, Inc.
Director, Vice President, KI Dublin Boulevard, Inc.
Director, Vice President, KI LaFiesta Square, Inc.
Director, Vice President, KI Monterey Research, Inc.
Director, Vice President, KI Olive Street, Inc.
Director, Vice President, KI Sutter Street, Inc.
Director, Vice President, KI Thornton Boulevard, Inc.
Director, Vice President, KILICO Realty Corporation
Director, Vice President, KR 77 Fitness Center, Inc.
Director, Vice President, KR Avondale Redmond, Inc.
Director, Vice President, KR Black Mountain, Inc.
Director, Vice President, KR Brannan Resources, Inc.
Director, Vice President, KR Clay Capital, Inc.
Director, Vice President, KR Cranbury, Inc.
Director, Vice President, KR Delta Wetlands, Inc.
Director, Vice President, KR Gainesville, Inc.
Director, Vice President, KR Hotels, Inc.
Director, Vice President, KR Lafayette Apartments, Inc.
Director, Vice President, KR Lafayette BART, Inc.
Director, Vice President, KR Palm Plaza, Inc.
Director, Vice President, KR Red Hill Associates, Inc.
Director, Vice President, KR Seagate/Gateway North, Inc.
Director, Vice President, KR Venture Way, Inc.
Director, Vice President, KR Walnut Creek, Inc.
Trustee, Vice President, Sterling Funds
Director, The LTV Corporation
Director, Gillett Holdings, Inc.
Director, Investment Analysts Society of Chicago

NEAL, JOHN E.
Director, President and Chief Operating Officer, Kemper Financial Services,
Inc.
Director, President, Kemper Advisors, Inc.
Director, President, Kemper Service Company
Director, Kemper Distributors, Inc.
Director, Kemper Asset Management Company
Director, Supervised Service Company
Director, Ardenwood Financial Corporation
Director, Avondale Redmond, Inc.
Director, Bedford Holding Company
Director, Black Mountain, Inc.
Director, Brannan Resources, Inc.
Director, Butterfield Financial Corporation
Director, Camelot Financial Corporation

C-5
<PAGE> 43

Director, Clay Capital, Inc.
Director, Concord Aviation, Inc.
Director, Coast Broadcasting Company
Director, Crow Canyon, Inc.
Director, Hawaii Kai Development Company
Director, Kacor Gateway, Inc.
Director, Kailua Associates, Inc.
Director, Kacor Trust Deed Company
Director, Community Investment Corporation
Director, Continental Community Development Corporation
Director, President, FKLA Loire Court, Inc.
Director, President, FKLA Realty Corporation
Director, President, FLA First Nationwide, Inc.
Director, President, FLA Plate Building, Inc.
Director, President, FLA Realty Corporation
Director, Kemper/Lumbermens Properties, Inc.
Director, Senior Vice President, Kemper Real Estate Management Company
Director, KRDC, Inc.
Director, Lafayette Apartments
Director, Lafayette Hills, Inc.
Director, Margarita Village Retirement Community
Director, Mesa Homes
Director, Mesa Homes Brokerage Company
Director, Mount Doloroes Corporation
Director, Montgomery Gallery, Inc.
Director, Monterey Research Park, Inc.
Director, One Business Centre
Director, Pacific Homes, Inc.
Director, Palomar Triad, Inc.
Director, Pine/Battery Properties, Inc.
Director, Rancho and Industrial Property Brokerage, Inc.
Director, Rancho California, Inc.
Director, Rancho Regional Shopping Center, Inc.
Director, Red Hill Associates, Inc.
Director, Seagate Associates, Inc.
Director, Seattle Gateway, Inc.
Director, Sutter Street, Inc.
Director, Technology Way, Inc.
Director, Time DC, Inc.
Director, Tourelle, Inc.
Director, Two Corporate Center
Director, Venture Way, Inc.
Director, President, Kemper Portfolio Corporation
Director, President, KFC Portfolio Corporation
Director, President, KILICO Realty Corporation
Director, President, KI Arnold Industrial, Inc.
Director, President, KI Canyon Park, Inc.
Director, President, KI Dublin Boulevard, Inc.
Director, President, KI LaFiesta Square, Inc.
Director, President, KI Lafayette BART, Inc.
Director, President, KI Monterey Research, Inc.
Director, President, KI Olive Street, Inc.
Director, President, KI Thornton Boulevard, Inc.

C-6
<PAGE> 44

Director, President, KI Sutter Street, Inc.
Director, President, KR 77 Fitness Center, Inc.
Director, President, KR Avondale Redmond, Inc.
Director, President, KR Black Mountain, Inc.
Director, President, KR Brannan Resources, Inc.
Director, President, KR Clay Capital, Inc.
Director, President, KR Cranbury, Inc.
Director, President, KR Delta Wetlands, Inc.
Director, President, KR Gainesville, Inc.
Director, President, KR Hotels, Inc.
Director, President, KR Lafayette Apartments, Inc.
Director, President, KR Palm Plaza, Inc.
Director, President, KR Red Hill Associates, Inc.
Director, President, KR Seagate/Gateway North, Inc.
Director, President, KR Venture Way, Inc.
Director, President, KR Walnut Creek, Inc.
Director, K-P Greenway, Inc.
Director, K-P Enterprise Centers, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
Director, KRDC, Inc.
Director, RespiteCare
Director, President, SMS Realty Corp.
Director, Urban Shopping Centers, Inc.

PETERS, JOHN E.
Director, Senior Executive Vice President, Kemper Financial
Services, Inc.
Director, Senior Vice President, Kemper Advisors, Inc.
Director, President, Kemper Distributors, Inc.
Director, President, Kemper Sales Company
Vice President, Kemper Asset Management Company
Vice President, Kemper Closed-End Funds
Vice President, Kemper International Bond Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Mutual Funds
Vice President, Kemper Target Equity Fund
Director, Kemper Service Company
Vice President, Sterling Funds

FITZPATRICK, JOHN H.
Director, Chief Financial Officer, Kemper Financial Services, Inc.
Director, Ardenwood Financial Corporation
Director, Camelot Financial Corporation
Director, Crow Canyon, Inc.
Director, Hawaii Kai Development Company
Director, Kacor Gateway, Inc.
Director, Kacor Trust Deed Company
Director, Senior Vice President and Chief Financial Officer,
Federal Kemper
Life Assurance Company
Senior Vice President, Chief Financial Officer, Fidelity Life Association
Director, Vice President, FKLA Loire Court, Inc.

C-7
<PAGE> 45

Director, Vice President, FLA First Nationwide, Inc.
Director, Vice President, FLA Plate Building, Inc.
Director, Executive Vice President and Chief Financial Officer,
Kemper Corporation
Director, Executive Vice President and Chief Financial
Officer, Kemper Financial Companies, Inc.
Senior Vice President, Kemper Investors Life Insurance Company
Director, Senior Vice President, Kemper Real Estate Management
Company
Director, Vice President, Kemper/Cymrot Management, Inc.
Director, Vice President, Kemper/Cymrot, Inc.
Director, Vice President, Kemper/Lumbermens Properties, Inc.
Director, Senior Vice President, Kemper Real Estate Management Company
Director, KRDC, Inc.
Director, Margarita Retirement Community, Inc.
Director, Mesa Homes
Director, Mesa Homes Brokerage Company
Director, Montgomery Gallery, Inc.
Director, One Corporate Centre, Inc.
Director, Pacific Homes, Inc.
Director, Palomar Triad, Inc.
Director, Pine/Battery Property, Inc.
Director, Rancho and Industrial Property Brokerage, Inc.
Director, Rancho California, Inc.
Director, Rancho Regional Shopping Center, Inc.
Director, Seattle Gateway, Inc.
Director, SMS Realty Corporation
Director, Sutter Street, Inc.
Director, Time DC, Inc.
Director, Two Corporate Center
Director, Vice President, KFC Portfolio Corp.
Director, Vice President, KI Aaron Rents, Inc.
Director, Vice President, KI Arnold Industrial, Inc.
Director, Vice President, KI Canyon Park, Inc.
Director, Vice President, KI Dublin Boulevard, Inc.
Director, Vice President, KI Lafayette BART, Inc.
Director, Vice President, KI LaFiesta Square, Inc.
Director, Vice President, KI Monterey Research, Inc.
Director, Vice President, KI Olive Street, Inc.
Director, Vice President, KI Thornton Boulevard, Inc.
Director, Vice President, KILICO Realty Corporation
Director, Vice President, KR 77 Fitness Center, Inc.
Director, Vice President, KR Avondale Redmond, Inc.
Director, Vice President, KR Black Mountain, Inc.
Director, Vice President, KR Brannan Resources, Inc.
Director, Vice President, KR Clay Capital, Inc.
Director, Vice President, KR Cranbury, Inc.
Director, Vice President, KR Delta Wetlands, Inc.
Director, Vice President, KR Gainesville, Inc.
Director, Vice President, KR Hotels, Inc.
Director, Vice President, KR Lafayette Apartments, Inc.
Director, Vice President, KR Palm Plaza, Inc.
Director, Vice President, KR Red Hill Associates, Inc.

C-8
<PAGE> 46

Director, Vice President, KR Seagate/Gateway North, Inc.
Director, Vice President, KR Venture Way, Inc.
Director, Vice President, KR Walnut Creek, Inc.

BEIMFORD, JR., JOSEPH P.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Galaxy Offshore, Inc.
Vice President, Investors Cash Trust
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Global Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper International Bond Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Money Market Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Municipal Income Trust
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Portfolios
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Kemper U.S. Government Securities Fund
Vice President, Sterling Funds
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund

CHAPMAN II, WILLIAM E.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.

COTNER, C. BETH
Executive Vice President, Kemper Financial Services, Inc.
Trustee, Kemper Financial Services, Inc., Profit Sharing Plan
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Growth Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Small Capitalization Equity Fund
Vice President, Kemper Target Equity Fund
Vice President, Kemper Technology Fund
Vice President, Kemper Total Return Fund
Vice President, Sterling Funds

COXON, JAMES H.
Executive Vice President, Kemper Financial Services, Inc.
Director, Vice President, Galaxy Offshore, Inc.
Executive Vice President, Kemper Asset Management Company

C-9
<PAGE> 47

FERRO, DENNIS H.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper International Fund
Director, Managing Director-Equities, Kemper Investment Management
Company Limited
Vice President, Kemper Investors Fund
Vice President, Kemper Target Equity Fund
Vice President, The Growth Fund of Spain, Inc.

GREENAWALT, JAMES L.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.
Director, Kemper Sales Company

JOHNS, GORDON K.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Global Income Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper International Bond Fund
Vice President, Kemper International Management, Inc.
Managing Director and Joint Secretary, Kemper Investment
Management Company Limited
Vice President, Kemper Multi-Market Income Trust
Director, Thames Heritage Parade Limited

LANGBAUM, GARY A.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Total Return Fund
Vice President, Kemper Investors Fund

SILIGMUELLER, DALE S.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Service Company
Director, Executive Vice President, Supervised Service Company,
Inc.
Director, Kemper Advisors, Inc.

BUKOWSKI, DANIEL J.
Senior Vice President, Kemper Financial Services, Inc.

BUTLER, DAVID H.
Senior Vice President, Kemper Financial Services, Inc.

CERVONE, DAVID M.
Senior Vice President, Kemper Financial Services, Inc.

CESSINE, ROBERT S.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Diversified Income Fund

CHESTER, TRACY McCORMICK
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Blue Chip Fund

C-10
<PAGE> 48

Vice President, Kemper Target Equity Fund

COLLECCHIA, FRANK E.
Senior Vice President, Kemper Financial Services, Inc.
Senior Investment Officer, Federal Kemper Life Assurance
Company
Senior Investment Officer, Fidelity Life Association
Vice President, FKLA Loire Court, Inc.
Vice President, FLA First Nationwide, Inc.
Vice President, FLA Plate Building, Inc.
Vice President, Galaxy Offshore, Inc.
Senior Investment Officer, Kemper Investors Life Insurance
Company
Vice President, KI Aaron Rents, Inc.
Vice President, KI Arnold Industrial, Inc.
Vice President, KI Canyon Park, Inc.
Vice President, KI Dublin Boulevard, Inc.
Vice President, KI Lafayette BART, Inc.
Vice President, KI LaFiesta Square, Inc.
Vice President, KI Monterey Research, Inc.
Vice President, KI Olive Street, Inc.
Vice President, KI Thornton Boulevard, Inc.
Vice President, KR 77 Fitness Center, Inc.
Vice President, KR Avondale Redmond, Inc.
Vice President, KR Black Mountain, Inc.
Vice President, KR Brannan Resources, Inc.
Vice President, KR Clay Capital, Inc.
Vice President, KR Cranbury, Inc.
Vice President, KR Delta Wetlands, Inc.
Vice President, KR Gainesville, Inc.
Vice President, KR Gulf Coast Factory Shops, Inc.
Vice President, KR Halawa Associates, Inc.
Vice President, KR Hotels, Inc.
Vice President, KR Lafayette Apartments, Inc.
Vice President, KR Palm Plaza, Inc.
Vice President, KR Red Hill Associates, Inc.
Vice President, KR Seagate/Gateway North, Inc.
Vice President, KR Venture Way, Inc.
Vice President, KR Walnut Creek, Inc.

COLLORA, PHILIP J.
Senior Vice President and Assistant Secretary, Kemper Financial
Services, Inc.
Vice President and Secretary, Kemper Closed-End Funds
Assistant Secretary, Kemper International Management, Inc.
Vice President and Secretary, Kemper Investors Fund
Vice President and Secretary, Kemper Mutual Funds
Vice President and Secretary, Kemper Target Equity Fund
Vice President and Secretary, Sterling Funds
Vice President and Secretary, Kemper International Bond Fund

DIERENFELDT, DAVID F.
Senior Vice President, Associate General Counsel,
Assistant Secretary and Compliance Officer, Kemper Financial

C-11
<PAGE> 49

Services, Inc.
Secretary, Kemper Advisors, Inc.
Vice President and Secretary, Kemper Distributors, Inc.
Assistant Secretary, Galaxy Offshore, Inc.
Director, Secretary, INVEST Financial Corporation
Secretary, INVEST Financial Corporation Holding Company
Assistant Secretary, Investors Brokerage Services
Insurance Agency, Inc.
Assistant Secretary, Investors Brokerage Services, Inc.
Secretary, Kemper Asset Management Company
Assistant Secretary, Kemper International Management, Inc.
Assistant Secretary, Kemper Investment Management Company
Limited
Vice President and Assistant Secretary, Kemper Investors Fund
Secretary, Kemper Sales Company
Secretary, Kemper Service Company
Secretary, Supervised Service Company, Inc.

DUDASIK, PATRICK H.
Senior Vice President, Kemper Financial Services, Inc.
Treasurer, Kemper Advisors, Inc.
Vice President and Treasurer, Kemper Asset Management Company
Treasurer and Chief Financial Officer, Kemper Distributors, Inc.
Director, Treasurer and Chief Financial Officer, Kemper Sales Company
Treasurer and Chief Financial Officer, Kemper Service Company
Treasurer and Chief Financial Officer, Supervised Service Company,
Inc.
Director and Treasurer, Kemper Investment Management Company
Limited

DUFFY, JEROME L.
Senior Vice President, Kemper Financial Services, Inc.
Treasurer, Kemper Closed-End Funds
Treasurer, Kemper International Bond Fund
Treasurer, Kemper Investors Fund
Treasurer, Kemper Mutual Funds
Treasurer, Kemper Target Equity Fund
Treasurer, Sterling Funds

GLASSMAN, HARVEY
Senior Vice President, Kemper Financial Services, Inc.

GOERS, RICHARD A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund

GUENTHER, HAROLD E.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Galaxy Offshore, Inc.

HUSSEY, KAREN A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Investors Fund

C-12
<PAGE> 50

Vice President, Kemper Small Capitalization Equity Fund

INNES, BRUCE D.
Vice President, Kemper Financial Services, Inc.
Co-President, International Association of Corporate and
Professional Recruiters

KLEIN, GEORGE
Senior Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Asset Management
Company

KORTH, FRANK D.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund

McNAMARA, MICHAEL A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund

MIER, CHRISTOPHER J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Municipal Income Trust
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Sterling Funds

MURRIHY, MAURA J.
Senior Vice President, Kemper Financial Services, Inc.

NATHANSON, IRA
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Corporation

NEEL, JAMES R.
Senior Vice President, Kemper Financial Services, Inc.
Executive Vice President, Kemper Asset Management Company

RACHWALSKI, JR. FRANK J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Investors Cash Trust
Vice President, Kemper Investors Fund
Vice President, Kemper Money Market Fund
Vice President, Kemper Portfolios
Vice President, Sterling Funds
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund

C-13

<PAGE> 51

REGNER, THOMAS M.
Senior Vice President, Kemper Financial Services, Inc.

RESIS, JR., HARRY E.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund

SCHUMACHER, ROBERT T.
Senior Vice President, Kemper Financial Services, Inc.

SLOAN, PAUL F.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Investors Fund
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Portfolios
Vice President, Kemper U.S. Government Securities Fund
Vice President, Kemper Adjustable Rate U.S. Government Fund

BURROW, DALE R.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Strategic Municipal Income Trust

BYRNES, ELIZABETH A.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Intermediate Government Trust

CHIEN, CHRISTINE
First Vice President, Kemper Financial Services, Inc.

DeMAIO, CHRIS C.
First Vice President, Kemper Financial Services, Inc.
Vice President and Chief Accounting Officer, Kemper Service
Company
Vice President and Chief Accounting Officer, Supervised Service
Company, Inc.

DEXTER, STEPHEN P.
First Vice President, Kemper Financial Services, Inc.

DOYLE, DANIEL J.
First Vice President, Kemper Financial Services, Inc.

FENGER, JAMES E.
First Vice President, Kemper Financial Services, Inc.

FISHER, REMY M.
First Vice President, Kemper Financial Services, Inc.

C-14
<PAGE> 52

HALE, DAVID D.
First Vice President, Kemper Financial Services, Inc.

HARRINGTON, MICHAEL E.
First Vice President, Kemper Financial Services, Inc.

HORTON, ROBERT J.
First Vice President, Kemper Financial Services, Inc.

JACOBS, PETER M.
First Vice President, Kemper Financial Services, Inc.

KEELEY, MICHELLE M.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper Portfolios

KIEL, CAROL L.
First Vice President, Kemper Financial Services, Inc.

LAUGHLIN, ANN M.
First Vice President, Kemper Financial Services, Inc.

LENTZ, MAUREEN P.
First Vice President, Kemper Financial Services, Inc.

McCRINDLE-PETRARCA, SUSAN
First Vice President, Kemper Financial Services, Inc.

PAYNE, III, ROBERT D.
First Vice President, Kemper Financial Services, Inc.

PANOZZO, ROBERTA L.
First Vice President, Kemper Financial Services, Inc.

RATEKIN, DIANE E.
First Vice President, Assistant General Counsel and Assistant Secretary,
Kemper Financial Services, Inc.
Assistant Secretary, Kemper Distributors, Inc.

SILVIA, JOHN E.
First Vice President, Kemper Financial Services, Inc.

STUEBE, JOHN W.
First Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund

THOUIN-LEERKAMP, EDITH A.
First Vice President, Kemper Financial Services, Inc.
Director-European Equities, Kemper Investment Management Company
Limited

TRUTTER, JONATHAN W.

C-15

<PAGE> 53

First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund

VINCENT, CHRISTOPHER T.
First Vice President, Kemper Financial Services, Inc.
First Vice President, Kemper Asset Management Company

WILLSON, STEPHEN R.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Strategic Municipal Income Trust

WITTNEBEL, MARK E.
First Vice President, Kemper Financial Services, Inc.

CARNEY, ANNE T.
Vice President, Kemper Financial Services, Inc.

COHEN, JERRI I.
Vice President, Kemper Financial Services, Inc.

GERACI, AUGUST L.
Vice President, Kemper Financial Services, Inc.

GERICKE, KATHLEEN E.
Vice President, Kemper Financial Services, Inc.

GOLAN, JAMES S.
Vice President, Kemper Financial Services, Inc.

HESS, THOMAS L.
Vice President, Kemper Financial Services, Inc.

HUOT, LISA L.
Vice President, Kemper Financial Services, Inc.

KARWOWSKI, KENNETH F.
Vice President, Kemper Financial Services, Inc.

KNAPP, WILLIAM M.
Vice President, Kemper Financial Services, Inc.

KOCH, DEBORAH L.
Vice President, Kemper Financial Services, Inc.

KOVACS, WILLIAM P.
Vice President and Assistant Secretary, Kemper Financial Services, Inc.

KRANZ, KATHY J.
Vice President, Kemper Financial Services, Inc.

KRUEGER, PAMELA D.

C-16
<PAGE> 54

Vice President, Kemper Financial Services, Inc.

LeFEBVRE, THOMAS J.
Vice President, Kemper Financial Services, Inc.

MANGIPUDI, V. RAO
Vice President, Kemper Financial Services, Inc.

McGOVERN, KAREN B.
Vice President, Kemper Financial Services, Inc.

MILLER, MAUREEN A.
Vice President, Kemper Financial Services, Inc.

MINER, EDWARD
Vice President, Kemper Financial Services, Inc.

MITCHELL, KATHERINE H.
Vice President, Kemper Financial Services, Inc.

PANOZZO, ALBERT R.
Vice President, Kemper Financial Services, Inc.

PONTECORE, SUSAN E.
Vice President, Kemper Financial Services, Inc.

QUADRINI, LISA L.
Vice President, Kemper Financial Services, Inc.

RADIS, STEVE A.
Vice President, Kemper Financial Services, Inc.

ROKOSZ, PAUL A.
Vice President, Kemper Financial Services, Inc.

SMITH, ROBERT G.
Vice President, Kemper Financial Services, Inc.

TEPPER, SHARYN A.
Vice President, Kemper Financial Services, Inc.

WERTH, ELIZABETH C.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Distributors, Inc.
Assistant Secretary, Kemper Mutual Funds
Assistant Secretary, Kemper International Bond Fund
Assistant Secretary, Kemper Target Equity Fund
Assistant Secretary, Sterling Funds

WIZER, BARBARA K.
Vice President, Kemper Financial Services, Inc.

ZURAWSKI, CATHERINE N.
Vice President, Kemper Financial Services, Inc.

C-17
<PAGE> 55

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Kemper Distributors, Inc. acts as principal underwriter and distributor
of the Registrant's shares and acts as principal underwriter of the Kemper
Mutual Funds, Kemper Investors Fund, Sterling Funds and Kemper International
Bond Fund.

(b) Information on the officers and directors of Kemper Distributors, Inc.,
principal underwriter for the Registrant is set forth below. The principal
business address is 120 South LaSalle Street, Chicago, Illinois 60603.

<TABLE>
<CAPTION>
POSITIONS AND
OFFICES WITH
NAME POSITIONS AND OFFICES WITH UNDERWRITER REGISTRANT
- ------------------------------ ------------------------------------------ --------------------
<S> <C> <C>
John E. Peters................ Principal, President Vice President
William E. Chapman, II........ Director, Executive Vice President None
James L. Greenawalt........... Director, Executive Vice President None
John E. Neal.................. Director None
Stephen B. Timbers............ Director President, Trustee
Patrick H. Dudasik............ Financial Principal, Treasurer and Chief None
Financial Officer
Linda A. Bercher.............. Senior Vice President None
Terry Cunningham.............. Senior Vice President None
Daniel T. O'Lear.............. Senior Vice President None
John H. Robison, Jr. ......... Senior Vice President None
Henry J. Schulthesz........... Senior Vice President None
David F. Dierenfeldt.......... Vice President, Secretary None
Thomas V. Burns............... Vice President None
Carlene D. Merold............. Vice President None
Jeff M. Warland............... Vice President None
Elizabeth C. Werth............ Vice President Assistant Secretary
Kathleen A. Gallichio......... Assistant Secretary None
Diane E. Ratekin.............. Assistant Secretary None
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books and other documents are maintained at the offices of the
Registrant, the offices of Registrant's investment adviser, Kemper Financial
Services, Inc., 120 South LaSalle Street, Chicago, Illinois 60603, at the
offices of the Registrant's principal underwriter, Kemper Distributors, Inc.,
120 South LaSalle Street, Chicago, Illinois 60603 or, in the case of records
concerning custodial functions, at the offices of the custodian, Investors
Fiduciary Trust Company ("IFTC"), 127 West 10th Street, Kansas City, Missouri
64105 or, in the case of records concerning transfer agency functions, at the
offices of IFTC and of the shareholder service agent, Kemper Service Company,
811 Main Street, Kansas City, Missouri 64105.

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

(a) Not applicable.

(b) Not applicable.

(c) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

C-18
<PAGE> 56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago and State of Illinois, on the 24th day
of July, 1995.

INVESTORS CASH TRUST

By: /s/ STEPHEN B. TIMBERS

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

Stephen B. Timbers, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on July 24, 1995 on behalf of the
following persons in the capacities indicated.

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

<C> <S>
/s/ STEPHEN B. TIMBERS President
- --------------------------------------------- (Principal Executive Officer)
Stephen B. Timbers and Trustee

/s/ DAVID W. BELIN* Trustee
- ---------------------------------------------

/s/ LEWIS A. BURNHAM* Trustee
- ---------------------------------------------

/s/ DONALD L. DUNAWAY* Trustee
- ---------------------------------------------

/s/ ROBERT B. HOFFMAN* Trustee
- ---------------------------------------------

/s/ DONALD R. JONES* Trustee
- ---------------------------------------------

/s/ DAVID B. MATHIS* Trustee
- ---------------------------------------------

/s/ SHIRLEY D. PETERSON* Trustee
- ---------------------------------------------

/s/ WILLIAM P. SOMMERS* Trustee
- ---------------------------------------------

/s/ JEROME L. DUFFY Treasurer
- --------------------------------------------- (Principal Financial and Accounting Officer)
Jerome L. Duffy
</TABLE>

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

* Philip J. Collora signs this document pursuant to powers of attorney filed
herewith.

/s/ PHILIP J. COLLORA

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

Philip J. Collora

C-19
<PAGE> 57

INDEX TO EXHIBITS

<TABLE>
<S> <C>
Exhibits

99.b1.(a) Amended and Restated Agreement and Declaration of Trust.
99.b1.(b) Written Instrument Amending Agreement and Declaration of Trust.
99.b1.(c) Written Instrument Amending Agreement and Declaration of
Trust.

99.b2. By-Laws.

99.b3. Inapplicable.

99.b4. Text of Share Certificate.

99.b5.(a) Investment Management Agreement.
99.b5.(b) Notification of Additional Portfolio (Treasury Portfolio).
99.b5.(c) Amendment to Investment Management Agreement.

99.b6.(a) Underwriting Agreement.
99.b6.(b) Form of Selling Group Agreement.
99.b6.(c) Assignment and Assumption Agreement.

99.b7. Inapplicable.

99.b8. Custody Agreement.

99.b9.(a) Agency Agreement.
99.b9.(b) Supplement to Agency Agreement.
99.b9.(c) Second Supplement to Agency Agreement.
99.b9.(d) Administration and Shareholder Services Agreement.
99.b9.(e) Amendment to Administration and Shareholder Services Agreement.
99.b9.(f) Assignment and Assumption Agreement.

99.b10. Inapplicable.

99.b11. Consent of Independent Auditors.

99.b12. Inapplicable.

99.b13. Inapplicable.

99.b14. Inapplicable.

99.b15. Inapplicable.

99.b16. Performance Calculations.

99.b24. Power of Attorney.

99.b485.(b) Representation of Counsel (Rule 485(b)).

27. Financial Data Schedule.
</TABLE>

<PAGE> 1
EXHIBIT 99.B1.(a)

KEMPER TRUST #13

AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
----------------------------------

WHEREAS, Article IX, Section 4 of the Agreement and
Declaration of Trust of Kemper Trust #13 dated March 2, 1990
provides that the Agreement and Declaration of Trust may be
amended at any time by an instrument in writing signed by a
majority of the then Trustees when authorized so to do by
vote of Shareholders holding a majority of the Shares
entitled to vote; and

WHEREAS, the holders of a majority of the Shares
entitled to vote have authorized this Amendment and
Restatement of said Agreement and Declaration of Trust;

NOW, THEREFORE, said Agreement and Declaration of Trust
is amended and restated to read in its entirety as follows:

WITNESSETH

WHEREAS, this Trust has been formed for the purposes of
carrying on the business of a management investment company;
and

WHEREAS, in furtherance of such purposes, the Trustees
have acquired and may hereafter acquire assets and
properties, to hold and manage as trustees of a Massachusetts
voluntary association with transferable shares in accordance
with the provisions hereinafter set forth;

NOW, THEREFORE, the Trustees hereby declare that they
will hold all cash, securities and other assets and
properties which they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose
of the same upon the following terms and conditions for the
pro rata benefit of the holders from time to time of shares
in this Trust as hereinafter set forth.

<PAGE> 2

ARTICLE I
---------

Name and Definitions
--------------------

Name and Registered Agent
-------------------------

Section 1. This Trust shall be known as Investors Cash
Trust and the Trustees shall conduct the business of the
Trust under that name or any other name as they may from time
to time determine. The registered agent for the Trust in
Massachusetts shall be CT Corporation System whose address is
2 Oliver Street, Boston, Massachusetts or such other person
as the Trustees may from time to time designate.

Definitions
-----------

Section 2. Whenever used herein, unless otherwise
required by the context or specifically provided:

(a) The "Trust" refers to the Massachusetts voluntary
association established by this Agreement and Declaration of
Trust, as amended from time to time, pursuant to
Massachusetts General Laws, Chapter 182;

(b) "Trustees" refers to the Trustees of the Trust
named herein or elected in accordance with Article IV and
then in office;

(c) "Shares" mean the equal proportionate transferable
units of interest into which the beneficial interest in the
Trust shall be divided from time to time or, if more than one
series or class of shares is authorized under or pursuant to
Article III, the equal proportionate transferable units of
interest into which each such series or class shall be
divided from time to time;

(d) "Shareholder" means a record owner of Shares;

(e) The "1940 Act" refers to the Investment Company Act
of 1940 (and any successor statute) and the Rules and
Regulations thereunder, all as amended from time to time;

(f) The terms "Affiliated Person", "Assignment",
"Commission", "Interested Person", "Principal Underwriter"
and "vote of a majority of the outstanding voting securities"
shall have the meanings given them in the 1940 Act;

<PAGE> 3

(g) "Declaration of Trust" shall mean this Agreement
and Declaration of Trust as amended or restated from time to
time;

(h) "By-Laws" shall mean the By-Laws of the Trust as
amended from time to time;

(i) "Net asset value" shall have the meaning set forth
in Section 6 of Article VI hereof;

(j) The terms "series" or "series of Shares" refers to
the one or more separate investment portfolios of the Trust
authorized under or pursuant to Article III into which the
assets and liabilities of the Trust may be divided and the
Shares of the Trust representing the beneficial interest of
Shareholders in such respective portfolios; and

(k) The terms "class" or "class of Shares" refers to
the division of Shares representing any series into two or
more classes authorized under or pursuant to Article III.

ARTICLE II
----------

Nature and Purpose
------------------

The Trust is a voluntary association (commonly known as
a business trust) of the type referred to in Chapter 182 of
the General Laws of the Commonwealth of Massachusetts. The
Trust is not intended to be, shall not be treated as, a
general or a limited partnership, joint venture, corporation
or joint stock company, nor shall the Trustees or
Shareholders or any of them for any purpose be deemed to be,
or be treated in any way whatsoever as though they were,
liable or responsible hereunder as partners or joint
venturers. The purpose of the Trust is to engage in, operate
and carry on the business of an open-end management
investment company and to do any and all acts or things as
are necessary, convenient, appropriate, incidental or
customary in connection therewith.

<PAGE> 4

ARTICLE III
-----------

Shares
------

Division of Beneficial Interest
-------------------------------

Section 1. The Shares of the Trust shall be issued in
one or more series as the Trustees may, without Shareholder
approval, authorize from time to time. Each series shall be
preferred over all other series in respect of the assets
allocated to that series as hereinafter provided. The
beneficial interest in each series shall at all times be
divided into Shares (without par value) of such series, each
of which shall, except as provided in the following sentence,
represent an equal proportionate interest in such series with
each other Share of the same series, none having priority or
preference over another Share of the same series. The
Trustees may, without Shareholder approval, divide the Shares
of any series into two or more classes, Shares of each such
class having such preferences and special or relative rights
or privileges (including conversion rights, if any) as the
Trustees may determine. The number of Shares authorized
shall be unlimited, and the Shares so authorized may be
represented in part by fractional Shares. The Trustees may
from time to time divide or combine the shares of any series
or class into a greater or lesser number without thereby
changing the proportionate beneficial interests in the series
or class. Without limiting the authority of the Trustees set
forth in this Section 1 to establish and designate any
further series or class, the Trustees hereby establish and
designate one series of Shares to be known as the "Treasury
Portfolio." The establishment and designation of any series
or class of Shares in addition to the foregoing shall be
effective upon the execution by a majority of the then
Trustees of an instrument setting forth such establishment
and designation and the relative rights and preferences of
such series or class. As provided in Article IX, Section 1
hereof, any series or class of Shares (whether or not there
shall then be Shares outstanding of said series or class) may
be terminated by the Trustees by written notice to the
Shareholders of such series or class or by the vote of the
Shareholders of such series or class entitled to vote more
than fifty percent (50%) of the votes entitled to be cast on
the matter. In the event of any such termination, a majority
of the then Trustees shall execute an instrument setting
forth the termination of such series or class.

<PAGE> 5

Ownership of Shares
-------------------

Section 2. The ownership and transfer of Shares shall
be recorded on the books of the Trust or its transfer or
similar agent. No certificates certifying the ownership of
Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such
rules as they consider appropriate for the issuance of Share
certificates, the transfer of Shares and similar matters.
The record books of the Trust as kept by the Trust or any
transfer or similar agent of the Trust, as the case may be,
shall be conclusive as to who are the Shareholders of each
series or class and as to the number of Shares of each series
or class held from time to time by each Shareholder.

Investment in the Trust; Assets of a Series
-------------------------------------------

Section 3. The Trustees may issue Shares of the Trust
to such persons and on such terms and, subject to any
requirements of law, for such consideration, which may
consist of cash or tangible or intangible property or a
combination thereof, as they may from time to time authorize.

All consideration received by the Trust for the issue or
sale of Shares of a particular series, together with all
income, earnings, profits, and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may
be, shall, irrevocably belong to such series of Shares for
all purposes, subject only to the rights of creditors, and
shall be so handled upon the books of account of the Trust
and are herein referred to as "assets of" such series. Any
allocation of the assets of a series among any classes of
Shares of such series shall be made in a manner consistent
with the preferences and special or relative rights or
privileges of such classes.

Right to Refuse Orders
----------------------

Section 4. The Trust by action of its Trustees shall
have the right to refuse to accept any subscription for its
Shares at any time without any cause or reason therefore
whatsoever. Without limiting the foregoing, the Trust shall
have the right not to accept subscriptions under
circumstances or in amounts as the Trustees in their sole
discretion consider to be disadvantageous to existing
Shareholders and the Trust may from time to time set minimum

<PAGE> 6

and/or maximum amounts which may be invested in Shares by a
subscriber.

Order in Proper Form
--------------------

Section 5. The criteria for determining what
constitutes an order in proper form and the time of receipt
of such an order by the Trust shall be prescribed by
resolution of the Trustees.

When Shares Become Outstanding
------------------------------

Section 6. Shares subscribed for and for which an order
in proper form has been received shall be deemed to be
outstanding as of the time of acceptance of the order
therefor and the determination of the net price thereof,
which price shall be then deemed to be an asset of the Trust.

Merger or Consolidation
-----------------------

Section 7. In connection with the acquisition of all or
substantially all the assets or stock of another investment
company, investment trust, or of a company classified as a
personal holding company under Federal Income Tax laws, the
Trustees may issue or cause to be issued Shares of a series
or class and accept in payment therefor, in lieu of cash,
such assets at their market value, or such stock at the
market value of the assets held by such investment company or
investment trust, either with or without adjustment for
contingent costs or liabilities.

No Preemptive Rights, Etc.
--------------------------

Section 8. Shareholders shall have no preemptive or
other right to receive, purchase or subscribe for any
additional Shares or other securities issued by the Trust.
The Shareholders shall have no appraisal rights with respect
to their Shares and, except as otherwise determined by the
Trustees in their sole discretion, shall have no exchange or
conversion rights with respect to their Shares.

Status of Shares and Limitation of Personal Liability
-----------------------------------------------------

Section 9. Shares shall be deemed to be personal
property giving only the rights provided in this instrument.
Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the

<PAGE> 7

terms of the Declaration of Trust and to have become a party
thereto. The death of a Shareholder during the continuance
of the Trust shall not operate to terminate the same nor
entitle the representative of any deceased Shareholder to an
accounting or to take any action in court or elsewhere
against the Trust or the Trustees, but only to the rights of
said decedent under this Trust. Ownership of Shares shall
not entitle the Shareholder to any title in or to the whole
or any part of the Trust property or right to call for a
partition or division of the same or for an accounting, nor
shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any
officer, employee or agent of the Trust shall have any power
to bind personally any Shareholder, nor except as
specifically provided herein to call upon any Shareholder for
the payment of any sum of money or assessment whatsoever
other than such as the Shareholder may at any time personally
agree to pay.

Shareholder Inspection Rights
-----------------------------

Section 10. Any Shareholder or his agent may inspect
and copy during normal business hours any of the following
documents of the Trust: By-Laws, minutes of the proceedings
of the Shareholders and annual financial statements of the
Trust, including a balance sheet and financial statements of
operations. The foregoing rights of inspection of
Shareholders of the Trust are the exclusive and sole rights
of the Shareholders with respect thereto and no Shareholder
of the Trust shall have, as a Shareholder, the right to
inspect or copy any of the books, records or other documents
of the Trust except as specifically provided in this Section
10 of this Article III or except as otherwise determined by
the Trustees.

ARTICLE IV
----------

The Trustees
------------

Number, Designation, Election, Term, Etc.
-----------------------------------------

Section 1.
----------

(a) Initial Trustee. Upon his execution of this
Declaration of Trust or a counterpart hereof or some other
writing in which he accepts such Trusteeship and agrees to

<PAGE> 8

the provisions hereof, Robert J. Engling shall become a
Trustee hereof.

(b) Number. The Trustees serving as such, whether
named above or hereafter becoming Trustees, may increase or
decrease the number of Trustees to a number other than the
number theretofore determined which number shall not be less
than three nor more than fifteen except during the period
that the initial Trustee named above is sole Trustee. No
decrease in the number of Trustees shall have the effect of
removing any Trustee from office prior to the expiration of
his term, but the number of Trustees may be decreased in
conjunction with the removal of a Trustee pursuant to
subsection (e) of this Section 1.

(c) Term and Election. Each Trustee, whether named
above or hereafter becoming a Trustee, shall serve as a
Trustee until the next meeting of Shareholders, if any,
called for the purpose of considering the election or
re-election of such Trustee or of a successor to such
Trustee, and until the election and qualification of his
successor, if any, elected at such meeting, or until such
Trustee sooner dies, resigns, retires or is removed. Upon
the election and qualification of a new Trustee, the Trust
estate shall vest in the new Trustee (together with the
continuing or other new Trustees) without any further act or
conveyance. Prior to any sale of Shares pursuant to any
public offering, the initial Trustee named above shall have
the right to appoint other persons as Trustees each to serve
as Trustees as aforesaid until the first meeting of
Shareholders called for the purpose of the election or
re-election of such Trustee or of a successor to such
Trustee.

(d) Resignation and Retirement. Any Trustee may resign
his trust or retire as a Trustee, by written instrument
signed by him and delivered to the other Trustees or to the
Chairman of the Board, if any, the President or the Secretary
of the Trust, and such resignation or retirement shall take
effect upon such delivery or upon such later date as is
specified in such instrument.

(e) Removal. Any Trustee may be removed for cause at
any time by written instrument, signed by at least a majority
of the number of Trustees prior to such removal, specifying
the date upon which such removal shall become effective. Any
Trustee may be removed with or without cause (i) by the vote
of the Shareholders entitled to vote more than fifty percent
(50%) of the votes entitled to be cast on the matter voting
together without regard to series or class at any meeting
called for such purpose, or (ii) by a written consent filed
with the custodian of the Trust's portfolio securities and

<PAGE> 9

executed by the Shareholders entitled to vote more than fifty
percent (50%) of the votes entitled to be cast on the matter
voting together without regard to series or class.

Whenever ten or more Shareholders of record who have
been such for at least six months preceding the date of
application, and who hold in the aggregate Shares
constituting at least one percent of the outstanding Shares
of the Trust, shall apply to the Trustees in writing, stating
that they wish to communicate with other Shareholders with a
view to obtaining signatures to a request for a meeting to
consider removal of a Trustee and accompanied by a form of
communication and request that they wish to transmit, the
Trustees shall within five business days after receipt of
such application inform such applicants as to the approximate
cost of mailing to the Shareholders of record the proposed
communication and form of request. Upon the written request
of such applicants, accompanied by a tender of the material
to be mailed and of the reasonable expenses of mailing, the
Trustees shall, within reasonable promptness, mail such
material to all Shareholders of record at their addresses as
recorded on the books of the Trust. Notwithstanding the
foregoing, the Trustees may refuse to mail such material on
the basis and in accordance with the procedures set forth in
the last two paragraphs of Section 16(c) of the 1940 Act.

(f) Vacancies. Any vacancy or anticipated vacancy
resulting from any reason, including without limitation the
death, resignation, retirement, removal or incapacity of any
of the Trustees, or resulting from an increase in the number
of Trustees by the other Trustees may (but so long as there
are at least three remaining Trustees, need not unless
required by the 1940 Act) be filled either by a majority of
the remaining Trustees, even if less than a quorum, through
the appointment in writing of such other person as such
remaining Trustees in their discretion shall determine or,
whenever deemed appropriate by the remaining Trustees, by the
election by the Shareholders, at a meeting called for such
purpose, of a person to fill such vacancy. Upon the
appointment or election and qualification of a new Trustee as
aforesaid, the Trust estate shall vest in the new Trustee,
together with the continuing Trustees, without any further
act or conveyance, except that any such appointment or
election in anticipation of a vacancy to occur by reason of
retirement, resignation, or increase in number of Trustees to
be effective at a later date shall become effective only at
or after the effective date of said retirement, resignation,
or increase in number of Trustees.

(g) Mandatory Election by Shareholders.
Notwithstanding the foregoing provisions of this Section 1,
the Trustees shall call a meeting of the Shareholders for the

<PAGE> 10

election of one or more Trustees at such time or times as may
be required in order that the provisions of the 1940 Act may
be complied with, and the authority hereinabove provided for
the Trustees to appoint any successor Trustee or Trustees
shall be restricted if such appointment would result in
failure of the Trust to comply with any provision of the 1940
Act.

(h) Effect of Death, Resignation, Etc. The death,
resignation, retirement, removal or incapacity of the
Trustees, or any one of them, shall not operate to annul or
terminate the Trust or to revoke or terminate any existing
agency or contract created or entered into pursuant to the
terms of this Declaration of Trust.

(i) No Accounting. Except under circumstances which
would justify his removal for cause, no person ceasing to be
a Trustee as a result of his death, resignation, retirement,
removal or incapacity (nor the estate of any such person)
shall be required to make an accounting to the Shareholders
or remaining Trustees upon such cessation.

Powers
------

Section 2. The Trustees, subject only to the specific
limitations contained in this Declaration of Trust or
otherwise imposed by the 1940 Act or other applicable law,
shall have, without further or other authorization and free
from any power or control of the Shareholders, full, absolute
and exclusive power, control and authority over the Trust
assets and the business and affairs of the Trust to the same
extent as if the Trustees were the sole and absolute owners
thereof in their own right and to do all such acts and things
as in their sole judgment and discretion are necessary and
incidental to, or desirable for the carrying out of any of
the purposes of the Trust or conducting the business of the
Trust. Any determination made in good faith by the Trustees
of the purposes of the Trust or the existence of any power or
authority hereunder shall be conclusive. In construing the
provisions of this Declaration of Trust, there shall be a
presumption in favor of the grant of power and authority to
the Trustees. Without limiting the foregoing, the Trustees
may adopt By-Laws not inconsistent with this Declaration of
Trust containing provisions relating to the business of the
Trust, the conduct of its affairs, its rights or powers and
the rights or powers of its Shareholders, Trustees, officers,
employees and other agents and may amend and repeal them to
the extent that such By-Laws do not reserve that right to the
Shareholders; fill vacancies in their number, including
vacancies resulting from increases in their number, unless a
vote of the Trust's Shareholders is required to fill such

<PAGE> 11

vacancies pursuant to the 1940 Act; elect and remove such
officers and appoint and terminate such agents as they
consider appropriate; appoint from their own number, and
terminate, any one or more committees consisting of two or
more Trustees, including an executive committee which may,
when the Trustees are not in session, exercise some or all of
the powers and authority of the Trustees as the Trustees may
determine; appoint an advisory board, the members of which
shall not be Trustees and need not be Shareholders; employ
one or more investment advisers or managers as provided in
Section 6 of this Article IV; employ one or more custodians
of the assets of the Trust and authorize such custodians to
employ subcustodians and to deposit all or any part of such
assets in a system or systems for the central handling of
securities; retain a transfer agent or a Shareholder services
agent, or both; provide for the distribution of Shares by the
Trust, through one or more principal underwriters or
otherwise; set record dates for the determination of
Shareholders with respect to various matters; and in general
delegate such authority as they consider desirable to any
officer of the Trust, to any committee of the Trustees and to
any agent or employee of the Trust or to any such custodian
or underwriter.

In furtherance of and not in limitation of the
foregoing, the Trustees shall have power and authority:

(a) To invest and reinvest in, to buy or otherwise
acquire, to hold, for investment or otherwise, to sell or
otherwise dispose of, to lend or to pledge, to trade in or
deal in securities or interests of all kinds, however
evidenced, or obligations of all kinds, however evidenced, or
rights, warrants, or contracts to acquire such securities,
interests, or obligations, of any private or public company,
corporation, association, general or limited partnership,
trust or other enterprise or organization, foreign or
domestic, or issued or guaranteed by any national or state
government, foreign or domestic, or their agencies,
instrumentalities or subdivisions (including but not limited
to, bonds, debentures, bills, time notes and all other
evidences of indebtedness); negotiable or non-negotiable
instruments; any and all futures contracts; government
securities and money market instruments (including but not
limited to, bank certificates of deposit, finance paper,
commercial paper, bankers acceptances, and all kinds of
repurchase agreements);

(b) To invest and reinvest in, to buy or otherwise
acquire, to hold, for investment or otherwise, to sell or
otherwise dispose of foreign currencies, and funds and
exchanges, and make deposits in banks, savings banks, trust

<PAGE> 12

companies, and savings and loan associations, foreign or
domestic;

(c) To acquire (by purchase, lease or otherwise) and to
hold, use, maintain, develop, and dispose of (by sale or
otherwise) any property, real or personal, and any interest
therein;

(d) To sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the
assets of the Trust;

(e) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property; and to execute and deliver proxies or powers of
attorney to such person or persons as the Trustees shall deem
proper, granting to such person or persons such power and
discretion with relation to securities or property as the
Trustees shall deem proper;

(f) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities;

(g) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or
other negotiable form, or in the name of the Trustees or of
the Trust or in the name of a custodian, subcustodian or
other depositary or a nominee or nominees or otherwise;

(h) Subject to the provisions of Article III, to
allocate assets, liabilities and expenses of the Trust to a
particular series of Shares or to apportion the same among
two or more series, provided that any liabilities or expenses
incurred by a particular series shall be payable solely out
of the assets of that series; and to the extent necessary or
appropriate to give effect to the preferences and special or
relative rights or privileges of any classes of Shares, to
allocate assets, liabilities, income and expenses of a series
to a particular class of Shares of that series or to
apportion the same among two or more classes of Shares of
that series;

(i) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer, any security or property of which is or was held in
the Trust; to consent to any contract, lease, mortgage,
purchase or sale of property by such corporation or issuer,
and to pay calls or subscriptions with respect to any
security held in the Trust;

<PAGE> 13

(j) To join with other security holders in acting
through a committee, depositary, voting trustee or otherwise,
and in that connection to deposit any security with, or
transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority
with relation to any security (whether or not so deposited or
transferred) as the Trustees shall deem proper, and to agree
to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the
Trustees shall deem proper;

(k) To compromise, arbitrate or otherwise adjust claims
in favor of or against the Trust or any matter in
controversy, including but not limited to claims for taxes;

(l) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;

(m) To borrow funds;

(n) To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of
guaranty or suretyship, or otherwise assume liability for
payment thereof; and to mortgage and pledge the Trust
property or any part thereof to secure any of or all such
obligations;

(o) To purchase and pay for entirely out of Trust
property such insurance as they may deem necessary or
appropriate for the conduct of the business, including,
without limitation, insurance policies insuring the assets of
the Trust and payment of distribution and principal on its
portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents,
investment advisers or managers, principal underwriters, or
independent contractors of the Trust individually against all
claims and liabilities of every nature arising by reason of
holding, being or having held any such office or position, or
by reason of any action alleged to have been taken or omitted
by any such person as Shareholder, Trustee, officer,
employee, agent, investment adviser or manager, principal
underwriter, or independent contractor, including any action
taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to
indemnify such person against such liability; and

(p) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and
carry out pension, profit-sharing, share bonus, share
purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means

<PAGE> 14

of providing such retirement and other benefits, for any or
all of the Trustees, officers, employees and agents of the
Trust.

The Trustees shall not in any way be bound or limited by
any present or future law or custom in regard to investments
by trustees of common law trusts. Except as otherwise
provided herein or from time to time in the By-Laws, any
action to be taken by the Trustees may be taken by a majority
of the Trustees present at a meeting of Trustees (if a quorum
by present), within or without Massachusetts, including any
meeting held by means of a conference telephone or other
communications equipment by means of which all persons
participating in the meeting can communicate with each other
simultaneously and participation by such means shall
constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office.

Payment of Expenses, Allocation of Liabilities
----------------------------------------------

Section 3. The Trustees are authorized to pay or to
cause to be paid out of the principal or income of the Trust,
or partly out of principal and partly out of income, as they
deem fair, all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust, or in
connection with the management thereof, including, but not
limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees,
investment adviser or manager, principal underwriter,
auditor, counsel, custodian, transfer agent, shareholder
servicing agent, and such other agents or independent
contractors and such other expenses and charges as the
Trustees may deem necessary or proper to incur.

The assets of a particular series of Shares shall be
charged with the liabilities (including, in the discretion of
the Trustees or their delegate, accrued expenses and
reserves) incurred in respect of such series (but not with
liabilities incurred in respect of any other series) and such
series shall also be charged with its share of any other
liabilities. Any allocation of the liabilities of a series
among classes of Shares of that series shall be done in a
manner consistent with the preferences and special or
relative rights or privileges of such classes. The
determination of the Trustees shall be final and conclusive
as to the amount of liabilities to be charged to one or more
particular series or class. The Trustees may delegate from
time to time the power to make such allocation to one or more
Trustees or to an agent of the Trust appointed for such
purpose. The liabilities with which a series is so charged
are herein referred to as the "liabilities of" such series.

<PAGE> 15

Section 4. The Trustees shall have the power, as
frequently as they may determine, to cause each Shareholder
to pay directly, in advance or arrears, for charges for the
Trust's custodian or transfer or shareholder service or
similar agent, an amount fixed from time to time by the
Trustees, by setting off such charges due from such
Shareholder from declared but unpaid dividends owed such
Shareholder and/or by reducing the number of Shares in the
account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of
such charges due from such Shareholder.

Ownership of Assets of the Trust
--------------------------------

Section 5. Title to all of the assets of each series of
the Trust and of the Trust shall at all times be considered
as vested in the Trustees.

Advisory, Management and Distribution
-------------------------------------

Section 6. Subject to a favorable vote of a majority of
the outstanding voting securities of a series of the Trust,
the Trustees may on behalf of such series, at any time and
from time to time, contract for exclusive or nonexclusive
advisory and/or management services for such series with a
corporation, trust, association or other organization, every
such contract to comply with such requirements and
restrictions as may be set forth in the By-Laws; and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the
Trustees may determine, including, without limitation,
authority to determine from time to time what investments
shall be purchased, held, sold or exchanged and what portion,
if any, of the assets of such series shall be held uninvested
and to make changes in such series' investments. The
Trustees may also, at any time and from time to time,
contract with a corporation, trust, association or other
organization, appointing it exclusive or nonexclusive
distributor or principal underwriter for the Shares, every
such contract to comply with such requirements and
restrictions as may be set forth in the By-Laws; and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the
Trustees may determine.

The fact that:

(a) any of the Shareholders, Trustees or officers
of the Trust is a shareholder, director, officer,

<PAGE> 16

partner, trustee, employee, manager, advisor, principal
underwriter, or distributor or agent of or for any
corporation, trust, association, or other organization,
or of or for any parent or affiliate of any organization,
with which an advisory or management or principal
underwriter's or distributor's contract, or transfer,
shareholder services or other agency contract may have
been or may hereafter be made, or that any such
organization, or any parent or affiliate thereof, is a
Shareholder or has an interest in the Trust, or that

(b) any corporation, trust, association or other
organization with which an advisory or management or
principal underwriter's or distributor's contract, or
transfer, shareholder services or other agency contract
may have been or may hereafter be made also has an
advisory or management contract, or principal
underwriter's or distributor's contract, or transfer,
shareholder services or other agency contract with one
or more other corporations, trusts, associations, or
other organizations, or has other businesses or interests
shall not affect the validity of any such contract or
disqualify any Shareholder, Trustee or officer of the
Trust from voting upon or executing the same or create
any liability or accountability to the Trust or its
Shareholders.

ARTICLE V
---------

Shareholders' Voting Powers and Meetings
----------------------------------------

Voting Powers
-------------

Section 1. Subject to the voting provisions of one or
more classes of Shares, the Shareholders shall have power to
vote only: (a) for the election or removal of Trustees as
provided in Article IV, Section 1; (b) with respect to any
investment advisor or manager as provided in Article IV,
Section 6; (c) with respect to any termination or
reorganization of the Trust or any series or class thereof to
the extent and as provided in Article IX, Section 1; (d) with
respect to any amendment of this Declaration of Trust to the
extent and as provided in Article IX, Section 4; and (e) with
respect to such additional matters relating to the Trust as
may be required by law, the 1940 Act, this Declaration of
Trust, the By-Laws or any registration of the Trust with the
Securities and Exchange Commission (or any successor agency)

<PAGE> 17

or any state, or as the Trustees may consider necessary or
desirable.

Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote and each fractional
Share shall be entitled to a proportionate fractional vote.
Notwithstanding any other provision of the Declaration of
Trust, on any matter submitted to a vote of Shareholders all
Shares of the Trust then entitled to vote shall, except to
the extent otherwise required or permitted by the preferences
and special or relative rights or privileges of any classes
of Shares, be voted by individual series and not in the
aggregate or by class, except (a) when required by the 1940
Act, Shares shall be voted in the aggregate and not by
individual series; and (b) when the Trustees have determined
that the matter affects only the interests of one or more
series or classes, then only Shareholders of such series or
class shall be entitled to vote thereon. There shall be no
cumulative voting in the election of Trustees. Shares may be
voted in person or by proxy.

A proxy with respect to Shares held in the name of two
or more persons shall be valid if executed by any one of them
unless at or prior to the exercise of the proxy the Trust
receives a specific written notice to the contrary from any
one of them. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger.

Until Shares of any series or class are issued, the
Trustees may exercise all rights of Shareholders and may take
any action required by law, this Declaration of Trust or the
By-Laws to be taken by Shareholders of such series or class.

Shareholder Meetings
--------------------

Section 2. Meetings of Shareholders (including meetings
involving only one or more but less than all series or
classes) may be called and held from time to time for the
purpose of taking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or upon
any other matter deemed by the Trustees to be necessary or
desirable. Such meetings shall be held at the principal
office of the Trust as set forth in the By-Laws of the Trust,
or at any such other place within the United States as may be
designated in the call thereof, which call shall be made by
the Trustees or the President of the Trust. Meetings of
Shareholders may be called by the Trustees or such other
person or persons as may be specified in the By-Laws upon
written application by Shareholders holding at least

<PAGE> 18
twenty-five percent (25%) (or ten percent (10%) if the
purpose of the meeting is to determine if a Trustee is to be
removed from office) of the Shares then outstanding of all
series and classes entitled to vote at such meeting
requesting a meeting be called for a purpose requiring action
by the Shareholders as provided herein or in the By-Laws
which purpose shall be specified in any such written
application.

Shareholders shall be entitled to at least seven days'
written notice of any meeting of the Shareholders.

Quorum and Required Vote
------------------------

Section 3. The presence at a meeting of Shareholders in
person or by proxy of Shareholders entitled to vote at least
thirty percent (30%) of all votes entitled to be cast at the
meeting of each series or class entitled to vote as a series
or class shall be a quorum for the transaction of business at
a Shareholders' meeting, except that where any provision of
law of of this Declaration of Trust permits or requires that
the holders of Shares shall vote in the aggregate and not as
a series or class, then the presence in person or by proxy of
Shareholders entitled to vote at least thirty percent (30%)
of all votes entitled to be cast at the meeting (without
regard to series or class) shall constitute a quorum. Any
lesser number, however, shall be sufficient for adjournments.
Any adjourned session or sessions may be held within a
reasonable time after the date set for the original meeting
without the necessity of further notice.

Except when a larger vote is required by any provisions
of the 1940 Act, this Declaration of Trust or the By-Laws, a
majority of the Shares of each series or class voted on the
matter shall decide that matter insofar as that series or
class is concerned, provided that where any provision of law,
this Declaration of Trust or the By-Laws permits or requires
that the holders of Shares vote in the aggregate and not as a
series or class, then a majority of the Shares voted on any
matter (without regard to series or class) shall decide such
matter and a plurality shall elect a Trustee.

Action by Written Consent
-------------------------

Section 4. Any action taken by Shareholders may be
taken without a meeting if Shareholders entitled to vote more
than fifty percent (50%) of the votes entitled to be cast on
the matter of each series or class or, where any provision of
law, this Declaration of Trust or the By-Laws permits or
requires that the holders of Shares vote in the aggregate and

<PAGE> 19

not as a series or class, if Shareholders entitled to vote
more than fifty percent (50%) of the votes entitled to be
cast thereon (without regard to series or class) (or in
either case such larger vote as shall be required by any
provision of this Declaration of Trust or the By-Laws)
consent to the action in writing and such written consents
are filed with the records of the meetings of Shareholders.
Such consent shall be treated for all purposes as a vote
taken at a meeting of Shareholders.

Additional Provisions
---------------------

Section 5. The By-Laws may include further provisions
for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.

ARTICLE VI
----------

Distributions, Redemptions and Repurchases,
and Determination of Net Asset Value
------------------------------------

Distributions
-------------

Section 1. The Trustees may in their sole discretion
from time to time distribute to the Shareholders of any
series such income and gains, accrued or realized, as the
Trustees may determine, after providing for actual and
accrued expenses and liabilities of such series (including
such reserves as the Trustees may establish) determined in
accordance with this Declaration of Trust and good accounting
practices. The Trustees shall have full discretion to
determine which items shall be treated as income and which
items as capital and their determination shall be binding
upon the Shareholders. Distributions to any series, if any
be made, shall be in Shares of such series, in cash or
otherwise and on a date or dates determined by the Trustees.
At any time and from time to time in their discretion, the
Trustees may distribute to the Shareholders of any series as
of a record date or dates determined by the Trustees, in
Shares of such series, in cash or otherwise, all or part of
any gains realized on the sale or disposition of property of
the series or otherwise, or all or part of any other
principal of the Trust attributable to the series. Except to
extent otherwise required or permitted by the preferences and

<PAGE> 20

special or relative rights or privileges of any classes of
Shares of that series, each distribution pursuant to this
Section 1 shall be made ratably according to the number of
Shares of the series held by the several Shareholders on the
applicable record date thereof, provided that distributions
from assets of a series may only be made to the holders of
the Shares of such series and provided that no distributions
need be made on Shares purchased pursuant to orders received,
or for which payment is made, after such time or times as the
Trustees may determine. Any distribution to the Shareholders
of a particular class of Shares shall be made to such
Shareholders prorata in proportion to the numbers of Shares
of such class held by each of them. Any distribution paid in
Shares will be paid at the net asset value thereof as
determined in accordance with this Declaration of Trust. The
Trustees have the power, in their discretion, to distribute
for any year amounts sufficient to enable the Trust to
qualify as a "regulated investment company" under the
Internal Revenue Code as amended (or any successor thereto)
to avoid any liability for federal income tax in respect of
that year.

Redemptions and Repurchases
---------------------------

Section 2. Any holder of Shares of the Trust may, by
presentation of a request in proper form, together with his
certificates, if any, for such Shares, in proper form for
transfer to the Trust or duly authorized agent of the Trust,
request redemption of his shares for the net asset value
thereof determined and computed in accordance with the
provisions of this Section 2 and the provisions of Section 6
of this Article VI.

Upon receipt by the Trust or its duly authorized agent,
as the case may be, of such a request for redemption of
Shares in proper form, such Shares shall be redeemed at the
net asset value per share of the particular series or class
next determined after such request is received or determined
as of such other time fixed by the Trustees as may be
permitted or required by the 1940 Act. The criteria for
determining what constitutes a request for redemption in
proper form and the time of receipt of such request shall be
fixed by the Trustees.

The obligation of the Trust to redeem its Shares as set
forth above in this Section 2 shall be subject to the
condition that such obligation may be suspended by the Trust
by or under authority of the Trustees during any period or
periods when and to the extent permissible under the 1940
Act. If there is such a suspension, any Shareholder may
withdraw any request for redemption which has been received

<PAGE> 21

by the Trust during any such period and the applicable net
asset value with respect to which would but for such
suspension be calculated as of a time during such period.
Upon such withdrawal, the Trust shall return to the
Shareholder the certificates therefor, if any.

The Trust may also purchase, repurchase or redeem Shares
in accordance with such other methods, upon such other terms
and subject to such other conditions as the Trustee may from
time to time authorize at a price not exceeding the net asset
value of such Shares in effect when the purchase or
repurchase or any contract to purchase or repurchase is made.
Shares redeemed or repurchased by the Trust hereunder shall
be cancelled upon such redemption or repurchase without
further action by the Trust or the Trustees and the number of
issued and outstanding Shares of the relevant series and
class shall thereupon by reduced by such amount.

Payment for Shares Redeemed
---------------------------

Section 3. Payment of the redemption price for Shares
redeemed pursuant to this Article VI shall be made by the
Trust or its duly authorized agent after receipt by the Trust
or its duly authorized agent of a request for redemption in
proper form (together with any certificates for such Shares
as provided in Section 2 above) in accordance with procedures
and subject to conditions prescribed by the Trustees;
provided, however, that payment may be postponed during the
period in which the redemption of Shares is suspended under
Section 2 above. Subject to any generally applicable
limitation imposed by the Trustees, any payment on
redemption, purchase or repurchase by the Trust of Shares
may, if authorized by the Trustees, be made wholly or partly
in kind, instead of in cash. Such payment in kind shall be
made by distributing securities or other property,
constituting, in the opinion of the Trustees, a fair
representation of the various types of securities and other
property then held by the series of Shares being redeemed,
purchased or repurchased (but not necessarily involving a
portion of each of the series' holdings) and taken at their
value used in determining the net asset value of the Shares
in respect of which payment is made.

Redemptions at the Option of the Trust
--------------------------------------

Section 4. The Trust shall have the right at its option
and at any time and from time to time to redeem Shares of any
Shareholder at the net asset value thereof as determined in
accordance with Section 6 of this Article VI, if at such time
such Shareholder owns fewer shares of a series or class than,

<PAGE> 22

or Shares of a series or class having an aggregate net asset
value of less than, an amount determined from time to time by
the Trustees. Any such redemption at the option of the Trust
shall be made in accordance with such other criteria and
procedures for determining the Shares to be redeemed, the
redemption date and the means of effecting such redemption as
the Trustees may from time to time authorize.

Additional Provisions Relating to Dividends, Redemptions and
------------------------------------------------------------
Repurchases
-----------

Section 5. The completion of redemption, purchase or
repurchase of Shares shall constitute a full discharge of the
Trust and the Trustees with respect to such Shares. No
dividend or distribution (including, without limitation, any
distribution paid upon termination of the Trust or of any
series or class) with respect to, nor any redemption or
repurchase of, the Shares of any series or class shall be
effected by the Trust other than from the assets of such
series.

Determination of Net Asset Value
--------------------------------

Section 6. The term "net asset value" of each Share of
a series or class as of any particular time shall be the
quotient obtained by dividing the value, as at such time, of
the net assets of such series or class (i.e., the value of
the assets of such series or class less the liabilities of
such series or class, exclusive of liabilities represented by
the Shares of such series or class) by the total number of
Shares of such series or class outstanding at such time, all
determined and computed in accordance with the Trust's
current prospectus.

The Trustees, or any officer, or officers or agent of
the Trust designated for the purpose by the Trustees shall
determine the net asset value of the Shares of each series or
class, and the Trustees shall fix the time or times as of
which the net asset value of the Shares of each series or
class shall be determined and shall fix the periods during
which any such net asset value shall be effective as to
sales, redemptions and repurchases of, and other transactions
in, the Shares of such series or class, except as such times
and periods for any such transaction may be fixed by other
provisions of this Declaration of Trust or by the By-Laws.

Determinations in accordance with this Section 6 made in
good faith shall be binding on all parties concerned.

<PAGE> 23

How Long Shares are Outstanding
-------------------------------

Section 7. Shares of the Trust surrendered to the Trust
for redemption by it pursuant to the provisions of Section 2
of this Article VI shall be deemed to be outstanding until
the redemption price thereof is determined pursuant to this
Article VI and, thereupon and until paid, the redemption
price thereof shall be deemed to be a liability of the Trust.
Shares of the Trust purchased by the Trust in the open market
shall be deemed to be outstanding until confirmation of
purchase thereof by the Trust and, thereupon and until paid,
the purchase price thereof shall be deemed to be a liability
of the Trust. Shares of the Trust redeemed by the Trust
pursuant to Section 4 of this Article VI shall be deemed to
be outstanding until said Shares are deemed to be redeemed in
accordance with procedures adopted by the Trustees pursuant
to said Section 4.

ARTICLE VII

Compensation and Limitation of Liability of Trustees and
--------------------------------------------------------
Shareholders
------------

Section 1. The Trustees as such shall be entitled to
reasonable compensation from the Trust if the rate thereof is
prescribed by such Trustees. Nothing herein shall in any way
prevent the employment of any Trustee for advisory,
management, legal, accounting, investment banking or other
services and payment for the same by the Trust, it being
recognized that such employment may result in such Trustee
being considered an Affiliated Person or an Interested
Person.

Limitation of Liability
-----------------------

Section 2. The Trustees shall not be responsible or
liable in any event for any neglect or wrongdoing of any
officer, agent, employee, investment advisor or manager,
principal underwriter or custodian, nor shall any Trustee be
responsible for the act or omission of any other Trustee.
Nothing in this Declaration of Trust shall protect any
Trustee against any liability to which such Trustee would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee.

<PAGE> 24

Every note, bond, contract, instrument, certificate,
Share or undertaking and every other act or thing whatsoever
executed or done by or on behalf of the Trust or the Trustee
or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only in or
with respect to their or his capacity as Trustees or Trustee
and neither such Trustees or Trustee nor the Shareholders
shall be personally liable thereon.

Every note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or by any officers
or officer shall give notice that this Declaration of Trust
is on file with the Secretary of State of The Commonwealth of
Massachusetts and shall recite that the same was executed or
made by or on behalf of the Trust by them as Trustees or
Trustee or as officers or officer and not individually and
that the obligations of such instrument are not binding upon
any of them or the Shareholders individually but are binding
only upon the assets and property of the Trust or a
particular series of Shares, and may contain such further
recital as he or they may deem appropriate, but the omission
thereof shall not operate to bind any Trustees or Trustee or
officers or officer or Shareholders or Shareholder
individually.

All persons extending credit to, contracting with or
having any claim against the Trust or a particular series of
Shares shall look only to the assets of the Trust or the
assets of that particular series of Shares, as the case may
be, for payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of the
Trust's officers, employees or agents, whether past, present
or future, shall be personally liable therefor.

Trustees' Good Faith Action, Expert Advice, No Bond or Surety
-------------------------------------------------------------

Section 3. The exercise by the Trustees of their powers
and discretions hereunder shall be binding upon everyone
interested. A Trustee shall be liable only for his own
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office
of Trustee, and for nothing else, and shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees
may take advice of counsel or other experts with respect to
the meaning and operation of this Declaration of Trust and
their duties as Trustees hereunder, and shall be under no
liability for any act or omission in accordance with such
advice or for failing to follow such advice. In discharging
their duties, the Trustees, when acting in good faith, shall
be entitled to rely upon the books of account of the Trust
and upon written reports made to the Trustees by any officer

<PAGE> 25

appointed by them, any independent public accountant and
(with respect to the subject matter of the contract involved)
any officer, partner or responsible employee of any other
party to any contract entered into pursuant to Section 2 of
Article IV. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.

Liability of Third Persons Dealing With Trustees
------------------------------------------------

Section 4. No person dealing with the Trustees shall be
bound to make any inquiry concerning the validity of any
transaction made or to be made by the Trustees or to see to
the application of any payments made or property transferred
to the Trust or upon its order.

ARTICLE VIII

Indemnification
---------------

Subject to the exceptions and limitations contained in
this Article, every person who is, or has been, a Trustee or
officer of the Trust (including persons who serve at the
request of the Trust as directors, officers or trustees of
another organization in which the Trust has an interest as a
shareholder, creditor or otherwise) hereinafter referred to
as a "Covered Person", shall be indemnified by the Trust to
the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue
of his being or having been such a Trustee, director or
officer and against amounts paid or incurred by him in
settlement thereof.

No indemnification shall be provided hereunder to a
Covered Person:

(a) against any liability to the Trust or its
Shareholders by reason of a final adjudication by the
court or other body before which the proceeding was
brought that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;

(b) with respect to any matter as to which he shall
have been finally adjudicated not to have acted in good
faith in the reasonable belief that his action was in the
best interest of the Trust; or

<PAGE> 26

(c) in the event of a settlement or other
disposition not involving a final adjudication (as
provided in paragraph (a) or (b)) and resulting in a
payment by a Covered Person, unless there has been
either a determination that such Covered Person did not
engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved
in the conduct of his office by the court or other body
approving the settlement or other disposition or a
reasonable determination, based on a review of readily
available facts (as opposed to a full trial-type
inquiry) that he did not engage in such conduct:

(i) by a vote of a majority of the
Disinterested Trustees acting on the matter (provided
that a majority of the Disinterested Trustees then in
office act on the matter); or

(ii) by written opinion of independent legal
counsel.

The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any
Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered
Person and shall inure to the benefit of the heirs, executors
and administrators of such a person. Nothing contained
herein shall affect any rights to indemnification to which
Trust personnel other than Covered Persons may be entitled by
contract or otherwise under law.

Expenses of preparation and presentation of a defense to any
claim, action, suit or proceeding subject to a claim for
indemnification under this Article shall be advanced by the
Trust prior to final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such
amount if it is ultimately determined that he is not entitled
to indemnification under this Article, provided that either:

(a) such undertaking is secured by a surety bond
or some other appropriate security or the Trust shall be
insured against losses arising out of any such advances;
or

(b) a majority of the Disinterested Trustees acting
on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter)
or independent legal counsel in a written opinion shall
determine, based upon a review of the readily available
facts (as opposed to a full trial-type inquiry), that

<PAGE> 27

there is reason to believe that the recipient ultimately
will be found entitled to indemnification.

As used in this Article, a "Disinterested Trustee" is
one (a) who is not an "interested person" of the Trust, as
defined in the 1940 Act (including anyone who has been
exempted from being an "interested person" by any rule,
regulation or order of the Commission), and (b) against whom
none of such actions, suits or other proceedings or another
action, suit or other proceeding on the same or similar
grounds is then or has been pending.

As used in this Article, the words "claim", "action",
"suit" or "proceeding" shall apply to all claims, actions,
suits or proceedings (civil, criminal or other, including
appeals), actual or threatened; and the words "liability" and
"expenses" shall include without limitation, attorneys' fees,
cost, judgments, amounts paid in settlement, fines, penalties
and other liabilities.

In case any Shareholder or former Shareholder shall be
held to be personally liable solely by reason of his or her
being or having been a Shareholder and not because of his or
her acts or omissions or for some other reason, the
Shareholder or former Shareholder (or his or her heirs,
executors, administrators or other legal representatives or
in the case of a corporation or other entity, its corporate
or other general successor) shall be entitled to be held
harmless from and indemnified against all loss and expense
arising from such liability but only out of the assets of the
particular series of Shares of which he or she is or was a
Shareholder; provided, however, there shall be no liability
or obligation of the Trust arising hereunder to reimburse any
Shareholder for taxes paid by reason of such Shareholder's
ownership of Shares or for losses suffered by reason of any
changes in value of any Trust assets.

ARTICLE IX

Miscellaneous
-------------

Duration, Termination and Reorganization of Trust
-------------------------------------------------

Section 1. Unless terminated as provided herein, the
Trust shall continue without limitation of time. The Trust
may be terminated at any time by the Trustees by written
notice to the Shareholders without a vote of the Shareholders
of the Trust or by the vote of the Shareholders entitled to
vote more than fifty percent (50%) of the votes of each

<PAGE> 28

series or class entitled to be cast on the matter. Any
series or class of Shares may be terminated at any time by
the Trustees by written notice to the Shareholders of such
series or class without a vote of the Shareholders of such
series or class or by the vote of the Shareholders of such
series or class entitled to vote more than fifty percent
(50%) of the votes entitled to be cast on the matter.

Upon termination of the Trust or of any one or more
series or classes of Shares, after paying or otherwise
providing for all charges, taxes, expenses and liabilities,
whether due or accrued or anticipated, of the particular
series or class as may be determined by the Trustees, the
Trust shall in accordance with such procedures as the
Trustees consider appropriate reduce to the extent necessary
the remaining assets of the particular series to
distributable form in cash or other securities, or any
combination thereof, and distribute the proceeds to the
Shareholders of the series or class involved, ratably
according the number of Shares of such series or class held
by the several Shareholders of such series or class on the
date of termination. Any such distributions with respect to
any series which has one or more classes of Shares
outstanding shall be made ratably to such classes in the same
proportion as the numbers of Shares of each class bears to
the total number of Shares of the series, except to the
extent otherwise required or permitted by the preferences and
special or relative rights or privileges of any classes of
Shares of any such series.

At any time by the affirmative vote of the Shareholders
of the affected series entitled to vote more than fifty
percent (50%) of the votes entitled to be cast on the matter,
the Trustees may sell, convey and transfer the assets of the
Trust, or the assets belonging to any one or more series, to
another trust, partnership, association or corporation
organized under the laws of any state of the United States,
or to the Trust to be held as assets belonging to another
series of the Trust, in exchange for cash, shares or other
securities (including, in the case of a transfer to another
series of the Trust, Shares of such other series) with such
transfer being made subject to, or with the assumption by the
transferee of, the liabilities belonging to each series the
assets of which are so distributed. Following such transfer,
the Trustees shall distribute such cash, shares or other
securities (giving due effect to the assets and liabilities
belonging to and any other differences among the various
series the assets belonging to which have so been
transferred) among the Shareholders of the series the assets
belonging to which have been so transferred; and if all the
assets of the Trust have been so distributed, the Trust shall
be terminated.

<PAGE> 29

Filing of Copies, References, Headings
--------------------------------------

Section 2. The original or a copy of this instrument
and of each amendment hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder. A
copy of this instrument and of each amendment hereto shall be
filed by the Trust with the Secretary of State of The
Commonwealth of Massachusetts and with the Boston City Clerk,
as well as any other governmental office where such filing
may from time to time be required. Anyone dealing with the
Trust may rely on a certificate by any officer of the Trust
as to whether or not any such amendments have been made and
as to any matters in connection with the Trust hereunder;
and, with the same effect as if it were the original, may
rely on a copy certified by an officer of the Trust to be a
copy of this instrument or of any such amendments. In this
instrument and in any such amendment, references to this
instrument, and all expressions like "herein", "hereof", and
"hereunder", shall be deemed to refer to this instrument as
amended from time to time. Headings are placed herein for
convenience of reference only and shall not be taken as a
part hereof or control or affect the meaning, construction or
effect of this instrument. This instrument may be executed
in any number of counterparts each of which shall be deemed
an original.

Applicable Law
--------------

Section 3. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is
to be governed by and construed and administered according to
the laws of said Commonwealth. The Trust shall be of the
type commonly called a Massachusetts business trust, and
without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a
trust.

Amendments
----------

Section 4. This Declaration of Trust may be amended at
any time by an instrument in writing signed by a majority of
the then Trustees when authorized so to do by vote of
Shareholders holding more than fifty percent (50%) of the
Shares of each series entitled to vote, except that an
amendment which shall affect the holders of one or more
series or classes of Shares but not the holders of all
outstanding series and classes shall be authorized by vote of
the Shareholders holding more than fifty percent (50%) of the
Shares entitled to vote of each series or class affected and

<PAGE> 30

no vote of Shareholders of a series or class not affected
shall be required. Amendments having the purpose of changing
the name of the Trust or any series or class or of supplying
any omission, curing any ambiguity or curing, correcting or
supplementing any provision which is defective or
inconsistent with the 1940 Act or with the requirements of
the Internal Revenue Code and the regulations thereunder for
the Trust's obtaining the most favorable treatment thereunder
available to regulated investment companies shall not require
authorization by Shareholder vote.

<PAGE> 31

IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal for himself and his assigns, as of this 9th day
of March, 1990.

/s/ Robert J. Engling
-------------------------------
(SEAL) Robert J. Engling, Trustee

STATE OF ILLINOIS )
) SS
COUNTY OF COOK )

Then personally appeared the above-named Robert J.
Engling who acknowledged the foregoing instrument to be his
free act and deed, before me this 9th day of March, 1990.

/s/ M. Jennifer Linic
--------------------------------
NOTARY PUBLIC

My Commission Expires: 08/11/90
----------

<PAGE> 1
EXHIBIT 99.B1.(b)

INVESTORS CASH TRUST

WRITTEN INSTRUMENT AMENDING THE
AGREEMENT AND DECLARATION OF TRUST
----------------------------------

The undersigned, being a majority of the trustees of
Investors Cash Trust (the "Trust"), a business trust organized
pursuant to an Agreement and Declaration of Trust dated March 2,
1990, as amended and restated on March 9, 1990 (the "Declaration
of Trust"), pursuant to Section 1 of Article III and Section IV
of Article IX of the Declaration of Trust, do hereby change the
name of the series of Shares known as the "Treasury Portfolio" to
the "Government Securities Portfolio." The relative rights and
preferences of such series shall be as set forth in the
Declaration of Trust. This instrument shall constitute an
amendment to the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have this 14th day of
August, 1990 signed these presents.

/s/ Thomas R. Anderson
-----------------------------------
Thomas R. Anderson
209 South Blackstone Avenue
LaGrange, Illinois 60525

(signatures continue)

<PAGE> 2
-----------------------------------
Thomas R. Anderson, Trustee
209 S. Blackstone Avenue
LaGrange, Illinois 60525

/s/ David W. Belin
-----------------------------------
David W. Belin, Trustee
1705 Plaza Circle
Des Moines, Iowa 50322

/s/ Lewis A. Burnham
-----------------------------------
Lewis A. Burnham, Trustee
16410 Avila Boulevard
Tampa, Florida 33613

/s/ Donald L. Dunaway
-----------------------------------
Donald L. Dunaway, Trustee
235 A Elm Grove Road
Brookfield, Wisconsin 53005

/s/ James W. Harding
-----------------------------------
James W. Harding, Trustee
1230 Thornbury Lane
Libertyville, Illinois 60048

/s/ Robert B. Hoffman
-----------------------------------
Robert B. Hoffman, Trustee
1448 Lake Shore Drive, Apt 7-8A
Chicago, Illinois 60610

/s/ Donald R. Jones
-----------------------------------
Donald R. Jones, Trustee
1776 Beaver Pond Road
Inverness, Illinois 60067

/s/ Thomas L. Martin, Jr.
-----------------------------------
Thomas L. Martin, Jr., Trustee
400 Hunters Ridge Court
Irving, Texas 75063

/s/ William P. Sommers
-----------------------------------
William P. Sommers, Trustee
2181 Parkside Ave.
Hillsborough, California 94010

<PAGE> 1
EXHIBIT 99.B1.(c)

INVESTORS CASH TRUST

WRITTEN INSTRUMENT AMENDING THE
AGREEMENT AND DECLARATION OF TRUST
----------------------------------

The undersigned, being a majority of the trustees of
Investors Cash Trust (the "Trust"), a business trust organized
pursuant to an Agreement and Declaration of Trust dated March 2,
1990 and August 14, 1990 (the "Declaration of Trust"), pursuant
to Section 1 of Article III of the Declaration of Trust, do
hereby establish and designate a second series of shares of the
Trust to be known as the "Treasury Portfolio". The relative
rights and preferences of such series shall be as set forth in
the Declaration of Trust. This instrument shall constitute an
amendment to the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have this 19th day of
September, 1991 signed these presents.

(Signatures follow)

<PAGE> 2
/s/ Thomas R. Anderson
-----------------------------------
Thomas R. Anderson, Trustee
209 S. Blackstone Avenue
LaGrange, Illinois 60525

/s/ David W. Belin
-----------------------------------
David W. Belin, Trustee
1705 Plaza Circle
Des Moines, Iowa 50322

/s/ Lewis A. Burnham
-----------------------------------
Lewis A. Burnham, Trustee
16410 Avila Boulevard
Tampa, Florida 33613

/s/ Donald L. Dunaway
-----------------------------------
Donald L. Dunaway, Trustee
235 A Elm Grove Road
Brookfield, Wisconsin 53005

/s/ Robert B. Hoffman
-----------------------------------
Robert B. Hoffman, Trustee
1448 Lake Shore Drive, Apt 7-8A
Chicago, Illinois 60610

/s/ Donald R. Jones
-----------------------------------
Donald R. Jones, Trustee
1776 Beaver Pond Road
Inverness, Illinois 60067

/s/ Thomas L. Martin, Jr.
-----------------------------------
Thomas L. Martin, Jr., Trustee
400 Hunters Ridge Court
Irving, Texas 75063

/s/ William P. Sommers
-----------------------------------
William P. Sommers, Trustee
2181 Parkside Ave.
Hillsborough, California 94010

<PAGE> 1
EXHIBIT 99.B2.
BY-LAWS OF
INVESTORS CASH TRUST

Section 1. Agreement and Declaration of
----------------------------------------
Trust and Principal Office
--------------------------

1.1 Agreement and Declaration of Trust. These By-Laws shall be
subject to the Agreement and Declaration of Trust, as from time
to time in effect (the "Declaration of Trust"), of INVESTORS CASH
TRUST, the Massachusetts business trust established by the
Declaration of Trust (the "Trust").

1.2 Principal Office of the Trust; Resident Agent. The
principal office of the Trust shall be located in Chicago,
Illinois. Its resident agent in Massachusetts shall be CT
Corporation System, 2 Oliver Street, Boston, Massachusetts or
such other person as the Trustees may from time to time select.

Section 2. Shareholders
------------------------

2.1 Shareholder Meetings. Meetings of the shareholders may be
called at any time by the Trustees, by the President or, if the
Trustees and the President shall fail to call any meeting of
shareholders for a period of 30 days after written application of
one or more shareholders who hold at least 25% of all shares
issued and outstanding and entitled to vote at the meeting (or
10% if the purpose of the meeting is to determine if a Trustee
shall be removed from office), then such shareholders may call
such meeting. Each call of a meeting shall state the place,
date, hour and purposes of the meeting.

2.2 Place of Meetings. All meetings of the shareholders shall
be held at the principal office of the Trust, or, to the extent
permitted by the Declaration of Trust, at such other place within
the United States as shall be designated by the Trustees or the
President of the Trust.

2.3 Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes
of the meeting, shall be given at least seven days before the
meeting to each shareholder entitled to vote thereat by leaving
such notice with him or at his residence or usual place of
business or by mailing it, postage prepaid, and addressed to such
shareholder at his address as it appears in the records of the
Trust. Such notice shall be given by the Secretary or an
<PAGE> 2
Assistant Secretary or by an officer designated by the Trustees.
No notice of any meeting of shareholders need be given to a
shareholder if a written waiver of notice, executed before or
after the meeting by such shareholder or his attorney thereunto
duly authorized, is filed with the records of the meeting.

2.4 Ballots. No ballot shall be required for any election
unless requested by a shareholder present or represented at the
meeting and entitled to vote in the election.

2.5 Proxies and Voting. Shareholders entitled to vote may vote
either in person or by proxy in writing dated not more than six
months before the meeting named therein, which proxies shall be
filed with the Secretary or other person responsible to record
the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment of such
meeting but shall not be valid after the final adjournment of
such meeting. At all meetings of shareholders, unless the voting
is conducted by inspectors, all questions relating to the
qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the chairman
of the meeting.

Section 3. Trustees
--------------------

3.1 Committees and Advisory Board. The Trustees may appoint
from their number an executive committee and other committees.
Any such committee may be abolished and reconstituted at any time
and from time to time by the Trustees. Except as the Trustees
may otherwise determine, any such committee may make rules for
the conduct of its business. The Trustees may appoint an
advisory board to consist of not less than two nor more than five
members. The members of the advisory board shall be compensated
in such manner as the Trustees may determine and shall confer
with and advise the Trustees regarding the investments and other
affairs of the Trust. Each member of the advisory board shall
hold office until the first meeting of the Trustees following the
meeting of the shareholders, if any, next following his
appointment and until his successor is appointed and qualified,
or until he sooner dies, resigns, is removed, or becomes
disqualified, or until the advisory board is sooner abolished by
the Trustees.

3.2 Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as
the Trustees may from time to time determine, provided that
notice of the first regular meeting following any such
determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice

2
<PAGE> 3
immediately after and at the same place as any meeting of the
shareholders.

3.3 Special Meetings. Special meetings of the Trustees may be
held at any time and at any place designated in the call of the
meeting, when called by the Chairman of the Board or by two or
more Trustees, sufficient notice thereof being given to each
Trustee by the Secretary or an Assistant Secretary or by the
officer or one of the Trustees calling the meeting.

3.4 Notice. It shall be sufficient notice to a Trustee to send
notice by mail at least three days or by telegram at least
twenty-four hours before the meeting addressed to the Trustee at
his or her usual or last known business or residence address or
to give notice to him or her in person or by telephone at least
twenty-four hours before the meeting. Notice of a meeting need
not be given to any Trustee if a written waiver of notice,
executed by him or her before or after the meeting, is filed with
the records of the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement
the lack of notice to him or her. Neither notice of a meeting
nor a waiver of a notice need specify the purposes of the
meeting.

3.5 Quorum. At any meeting of the Trustees, one-third of the
Trustees then in office shall constitute a quorum; provided,
however, a quorum (unless the Board of Trustees consists of two
or fewer persons) shall not be less than two. Any meeting may be
adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting
may be held as adjourned without further notice.

Section 4. Officers and Agents
-------------------------------

4.1 Enumeration; Qualification. The officers of the Trust shall
be a President, a Treasurer, a Secretary and such other officers,
if any, as the Trustees from time to time may in their discretion
elect or appoint. The Trust may also have such agents, if any,
as the Trustees from time to time may in their discretion
appoint. Any officer may be but none need be a Trustee or
shareholder. Any two or more offices may be held by the same
person.

4.2 Powers. Subject to the other provisions of these By-Laws,
each officer shall have, in addition to the duties and powers
herein and in the Declaration of Trust set forth, such duties and
powers as are commonly incident to his or her office as if the
Trust were organized as a Massachusetts business corporation and
such other duties and powers as the Trustees may from time to
time designate.

3
<PAGE> 4
4.3 Election. The President, the Treasurer and the Secretary
shall be elected annually by the Trustees at their first meeting
in each calendar year or at such later meeting in such year as
the Trustees shall determine. Other officers or agents, if any,
may be elected or appointed by the Trustees at said meeting or at
any other time.

4.4 Tenure. The President, Treasurer and Secretary shall hold
office until the first meeting of Trustees in each calendar year
and until their respective successors are chosen and qualified,
or in each case until he or she sooner dies, resigns, is removed
or becomes disqualified. Each other officer shall hold office
and each agent shall retain his or her authority at the pleasure
of the Trustees.

4.5 Chairman of the Board. The Chairman of the Board of
Trustees, if one is so appointed, shall be chosen from among the
Trustees and may hold office only so long as he continues to be a
Trustee. The Chairman of the Board, if any is so appointed,
shall preside at all meetings of the shareholders and of the
Trustees at which he is present; and shall have such other duties
and powers as specified herein and as may be assigned to him by
the Trustee.

4.6 President and Vice Presidents. The President shall be the
chief executive officer of the Trust. The President shall,
subject to the control of the Trustees, have general charge and
supervision of the Trust and shall perform such other duties and
have such other powers as the Trustees shall prescribe from time
to time. Any Vice President shall at the request or in the
absence or disability of the President exercise the powers of the
President and perform such other duties and have such other
powers as shall be designated from time to time by the Trustees.

4.7 Treasurer and Controller. The Treasurer shall be the chief
financial officer of the Trust and, subject to any arrangement
made by the Trustees with a bank or trust company or other
organization as custodian or transfer or shareholder services
agent, shall be in charge of its valuable papers and shall have
such other duties and powers as may be designated from time to
time by the Trustees or by the President. If at any time there
shall be no Controller, the Treasurer shall also be the chief
accounting officer of the Trust and shall have the duties and
power prescribed herein for the Controller. Any Assistant
Treasurer shall have such duties and powers as shall be
designated from time to time by the Trustees.

The Controller, if any be elected, shall be the chief accounting
officer of the Trust and shall be in charge of its books of
account and accounting records. The Controller shall be
responsible for preparation of financial statements of the Trust

4
<PAGE> 5
and shall have such other duties and powers as may be designated
from time to time by the Trustees or the President.

4.8 Secretary and Assistant Secretaries. The Secretary shall
record all proceedings of the shareholders and the Trustees in
books to be kept therefor, which books shall be kept at the
principal office of the Trust. In the absence of the Secretary
from any meeting of shareholders or Trustees, an Assistant
Secretary, or if there be none or if he or she is absent, a
temporary clerk chosen at the meeting shall record the
proceedings thereof in the aforesaid books.

Section 5. Resignations and Removals
-------------------------------------

Any Trustee may resign his trust or retire as a Trustee in
accordance with procedures set forth in the Declaration of Trust.
Any officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of
the Board, the President or the Secretary or to a meeting of the
Trustees. The Trustees may remove any officer or advisory board
member elected or appointed by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the
extent expressly provided in a written agreement with the Trust,
no Trustee, officer, or advisory board member resigning, and no
officer or advisory board member removed, shall have any right to
any compensation for any period following his or her resignation
or removal, or any right to damages on account of such removal.

Section 6. Vacancies
---------------------

A vacancy in the office of Trustee shall be filed in accordance
with the Declaration of Trust. Vacancies resulting from the
death, resignation, incapacity or removal of any officer may be
filled by the Trustees. Each successor of any such officer shall
hold office for the unexpired term, and in the case of the
President, the Treasurer and the Secretary, until his or her
successor is chosen and qualified, or in each case until he or
she sooner dies, resigns, is removed or becomes disqualified.

Section 7. Shares of Beneficial Interest
-----------------------------------------

7.1 Share Certificates. No certificates certifying the
ownership of shares shall be issued except as the Trustees may
otherwise authorize. In the event that the Trustees authorize
the issuance of share certificates, subject to the provisions of
Section 7.3, each shareholder shall be entitled to a certificate

5
<PAGE> 6
stating the number of shares owned by him or her, in such form as
shall be prescribed from time to time by the Trustees. Such
certificate shall be signed by the President or a Vice President
and by the Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary. Such signatures may be facsimiles if the certificate
is signed by a transfer or shareholder services agent or by a
registrar, other than a Trustee, officer or employee of the
Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased
to be such officer before such certificate is issued, it may be
issued by the Trust with the same effect as if he or she were
such officer at the time of its issue.

In lieu of issuing certificates for shares, the Trustees or the
transfer or shareholder services agent may either issue receipts
therefor or may keep accounts upon the books of the Trust for the
record holders of such shares, who shall in either case be
deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and
agreed to the terms hereof.

7.2 Loss of Certificates. In the case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate
certificate may be issued in place thereof, upon such terms as
the Trustees may prescribe.

7.3 Discontinuance of Issuance of Certificates. The Trustees
may at any time discontinue the issuance of share certificates
and may, by written notice to each shareholder, require the
surrender of share certificates to the Trust for cancellation.
Such surrender and cancellation shall not affect the ownership of
shares in the Trust.

Section 8. Record Date
-----------------------

The Trustees may fix in advance a time, which shall not be more
than 90 days before the date of any meeting of shareholders or
the date for the payment of any dividend or making of any other
distribution to shareholders, as the record date for determining
the shareholders having the right to notice and to vote at such
meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only shareholders of
record on such record date shall have such right, notwithstanding
any transfer of shares on the books of the Trust after the record
date.

6
<PAGE> 7
Section 9. Seal
----------------

The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced circular die with the word
"Massachusetts" together with the name of the Trust, cut or
engraved thereon; but, unless otherwise required by the Trustees,
the seal shall not be necessary to be placed on, and its absence
shall not impair the validity of, any document, instrument, or
other paper executed and delivered by or on behalf of the Trust.

Section 10. Execution of Papers
--------------------------------

Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the Trust shall
be signed, and any transfers of securities standing in the name
of the Trust shall be executed, by the President or by one of the
Vice Presidents or by the Treasurer or by whomsoever else shall
be designated for that purpose by the vote of the Trustees and
need not bear the seal of the Trust.

Section 11. Fiscal Year
------------------------

The fiscal year of the Trust shall end on such date in each year
as the Trustees shall from time to time determine.

Section 12. Amendments
-----------------------

These By-Laws may be amended or repealed, in whole or in part, by
a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such majority.

<PAGE> 1
EXHIBIT-99.B4.

TEXT OF SHARE CERTIFICATE

[Name]
is the owner of [number] shares
of beneficial interest in the above noted Fund (the "FUND"), of
the series and class, if any, specified, fully paid and
nonassessable, the said shares being issued and held subject to
the provisions of the Agreement and Declaration of Trust of the
Fund, and all amendments thereto, copies of which are on file
with the Secretary of The Commonwealth of Massachusetts. The
said owner by accepting this certificate agrees to and is bound
by all of the said provisions. The shares represented hereby are
transferable in writing by the owner thereof in person or by
attorney upon surrender of this certificate to the Fund properly
endorsed for transfer. This certificate is executed on behalf of
the Trustees of the Fund as Trustees and not individually and the
obligations hereof are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon
the assets and property of the Fund or, if applicable, the
specified series of the Fund. The shares may be subject to a
contingent deferred sales charge. This certificate is not valid
unless countersigned by the Transfer Agent.

<PAGE> 1
EXHIBIT 99.B5.(a)
INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made this 1st day of October, 1991, by and between
INVESTORS CASH TRUST, a Massachusetts business trust (the
"Fund"), and KEMPER FINANCIAL SERVICES, INC., a Delaware
corporation (the "Adviser").

WHEREAS, the Fund is an open-end, diversified management
investment company registered under the Investment Company
Act of 1940, the shares of beneficial interest ("Shares") of
which are registered under the Securities Act of 1933;

WHEREAS, the Fund is authorized to issue Shares in separate
series or portfolios with each representing the interests in
a separate portfolio of securities and other assets;

WHEREAS, the Fund intends initially to offer Shares in one
portfolio, the Government Securities Portfolio, together with
any other Fund portfolios which may be established later and
served by the Adviser hereunder, being herein referred to
collectively as the "Portfolios" and individually referred to
as a "Portfolio"; and

WHEREAS, the Fund desires at this time to retain the Adviser
to render investment advisory and management services to the
Government Securities Portfolio, and the Adviser is willing
to render such services;

NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:

1. The Fund hereby employs the Adviser to act as the
investment adviser for the Government Securities Portfolio
and other Portfolios hereunder and to manage the investment
and reinvestment of the assets of each such Portfolio in
accordance with the applicable investment objectives and
policies and limitations, and to administer the affairs of
each such Portfolio to the extent requested by and subject to
the supervision of the Board of Trustees of the Fund for the
period and upon the terms herein set forth. The investment
of funds shall be subject to all applicable restrictions of
the Agreement and Declaration of Trust and By-Laws of the
Fund as may from time to time be in force.

The Adviser accepts such employment and agrees during such
period to render such services, to furnish office facilities
and equipment and clerical, bookkeeping and administrative
services for the Fund, to permit any of its officers or
<PAGE> 2
employees to serve without compensation as trustees or
officers of the Fund if elected to such positions and to
assume the obligations herein set forth for the compensation
herein provided. The Adviser shall for all purposes herein
provided be deemed to be an independent contractor and,
unless otherwise expressly provided or authorized, shall have
no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund. It is understood
and agreed that the Adviser, by separate agreements with the
Fund, may also serve the Fund in other capacities.

2. In the event that the Fund establishes one or more
portfolios other than the Government Securities Portfolio
with respect to which it desires to retain the Adviser to
render investment advisory and management services hereunder,
it shall notify the Adviser in writing. If the Adviser is
willing to render such services, it shall notify the Fund in
writing whereupon such portfolio or portfolios shall become a
Portfolio or Portfolios hereunder.

3. For the services and facilities described in Section 1,
the Fund will pay to the Adviser at the end of each calendar
month, an investment management fee computed at an annual
rate of .25 of 1% of the first $200,000,000 of average daily
net assets of all Portfolios subject to this Agreement, .19
of 1% of the next $300,000,000 and .15 of 1% of average daily
net assets of all Portfolios subject to this Agreement over
$500,000,000. The fee as computed above shall be allocated
as an expense of each Portfolio based upon the relative daily
net assets of such Portfolios. For the month and year in
which this Agreement becomes effective or terminates, there
shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during the month and
year, respectively.

4. The services of the Adviser to the Fund under this
Agreement are not to be deemed exclusive, and the Adviser
shall be free to render similar services or other services to
others so long as its services hereunder are not impaired
thereby.

5. In addition to the fee of the Adviser, the Fund shall
assume and pay any expenses for services rendered by a
custodian for the safekeeping of the Fund's securities or
other property, for keeping its books of account, for any
other charges of the custodian, and for calculating the net
asset value of the Fund as provided in the prospectus of the
Fund. The Adviser shall not be required to pay and the Fund
shall assume and pay the charges and expenses of its
operations, including compensation of the trustees (other
than those affiliated with the Adviser), charges and expenses
of independent auditors, of legal counsel, of any transfer or

2
<PAGE> 3
dividend disbursing agent, and of any registrar of the Fund,
costs of acquiring and disposing of portfolio securities,
interest, if any, on obligations incurred by the Fund, costs
of share certificates and of reports, membership dues in the
Investment Company Institute or any similar organization,
costs of reports and notices to shareholders, other like
miscellaneous expenses and all taxes and fees payable to
federal, state or other governmental agencies on account of
the registration of securities issued by the Fund, filing of
trust documents or otherwise. The Fund shall not pay or
incur any obligation for any expenses for which the Fund
intends to seek reimbursement from the Adviser as herein
provided without first obtaining the written approval of the
Adviser. The Adviser shall arrange, if desired by the Fund,
for officers or employees of the Adviser to serve, without
compensation from the Fund, as trustees, officers or agents
of the Fund if duly elected or appointed to such positions
and subject to their individual consent and to any
limitations imposed by law.

If expenses borne by the Fund for those Portfolios which the
Adviser manages in any fiscal year (including the Adviser's
fee, but excluding interest, taxes, fees incurred in
acquiring and disposing of portfolio securities, distribution
services fees, extraordinary expenses and any other expenses
excludable under state securities law limitations) exceed any
applicable limitation arising under state securities laws,
the Adviser will reduce its fee or reimburse the Fund for any
excess to the extent required by such state securities laws.
The expense limitation guarantee shall be allocated to each
such Portfolio upon a fee reduction or reimbursement based
upon the relative average daily net assets of each such
Portfolio. If for any month the expenses of the Fund
properly chargeable to the income account shall exceed 1/12
of the percentage of average net assets allowable as
expenses, the payment to the Adviser for that month shall be
reduced and if necessary the Adviser shall make a refund
payment to the Fund so that the total net expense will not
exceed such percentage. As of the end of the Fund's fiscal
year, however, the foregoing computations and payments shall
be readjusted so that the aggregate compensation payable to
the Adviser for the year is equal to the percentage set forth
in Section 3 hereof of the average net asset value as
determined as described herein throughout the fiscal year,
diminished to the extent necessary so that the total of the
aforementioned expense items of the Fund shall not exceed the
expense limitation. The aggregate of repayments, if any, by
the Adviser to the Fund for the year shall be the amount
necessary to limit the said net expense to said percentage in
accordance with the foregoing.

3
<PAGE> 4
The net asset value for each Portfolio shall be calculated in
accordance with the provisions of the Fund's prospectus or at
such other time or times as the trustees may determine in
accordance with the provisions of the Investment Company Act
of 1940. On each day when net asset value is not calculated,
the net asset value of a share of a Portfolio shall be deemed
to be the net asset value of such a share as of the close of
business on the last day on which such calculation was made
for the purpose of the foregoing computations.

6. Subject to applicable statutes and regulations, it is
understood that trustees, officers or agents of the Fund are
or may be interested in the Adviser as officers, directors,
agents, shareholders or otherwise, and that the officers,
directors, shareholders and agents of the Adviser may be
interested in the Fund otherwise than as a trustee, officer
or agent.

7. The Adviser shall not be liable for any error of
judgment or of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
except loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Adviser in the
performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this
Agreement.

8. This Agreement shall become effective with respect to
the Government Securities Portfolio on the date hereof and
shall remain in full force until December 1, 1992, unless
sooner terminated as hereinafter provided. This Agreement
shall continue in force from year to year thereafter with
respect to each Portfolio, but only as long as such
continuance is specifically approved for each Portfolio at
least annually in the manner required by the Investment
Company Act of 1940 and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement
is not approved for a Portfolio, the Adviser may continue to
serve in such capacity for such Portfolio in the manner and
to the extent permitted by the Investment Company Act of 1940
and the rules and regulations thereunder.

This Agreement shall automatically terminate in the event of
its assignment and may be terminated at any time without the
payment of any penalty by the Fund or by the Adviser on sixty
(60) days written notice to the other party. The Fund may
effect termination with respect to any Portfolio by action of
the Board of Trustees or by vote of a majority of the
outstanding voting securities of such Portfolio.

This Agreement may be terminated with respect to any
Portfolio at any time without the payment of any penalty by

4
<PAGE> 5
the Board of Trustees or by vote of a majority of the
outstanding voting securities of such Portfolio in the event
that it shall have been established by a court of competent
jurisdiction that the Adviser or any officer or director of
the Adviser has taken any action which results in a breach of
the covenants of the Adviser set forth herein.

The terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meanings set
forth in the Investment Company Act of 1940 and the rules and
regulations thereunder.

Termination of this Agreement shall not affect the right of
the Adviser to receive payments on any unpaid balance of the
compensation described in Section 3 earned prior to such
termination.

9. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.

10. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the
other party at such address as such other party may designate
for the receipt of such notice.

11. All parties hereto are expressly put on notice of the
Fund's Agreement and Declaration of Trust and all amendments
thereto, all of which are on file with the Secretary of The
Commonwealth of Massachusetts, and the limitation of
shareholder and trustee liability contained therein. This
Agreement has been executed by and on behalf of the Fund by
its representatives as such representatives and not
individually, and the obligations of the Fund hereunder are
not binding upon any of the trustees, officers, or
shareholders of the Fund individually but are binding upon
only the assets and property of the Fund. With respect to
any claim by the Adviser for recovery of that portion of the
investment management fee (or any other liability of the Fund
arising hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms hereof or
otherwise, the Adviser shall have recourse solely against the
assets of that Portfolio to satisfy such claim and shall have
no recourse against the assets of any other Portfolio for
such purpose.

12. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 11 hereof
which shall be construed in accordance with the laws of The
Commonwealth of Massachusetts) the laws of the State of
Illinois.

5
<PAGE> 6
13. This Agreement supersedes the prior agreement dated
September 21, 1990 between the parties which relates to the
subject matter hereof.

IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Agreement to be executed as of the day and year first above
written.

INVESTORS CASH TRUST

By: /s/ Gerald M. Cole
-----------------------------
Title: V.P.

ATTEST:

/s/ Robert J. Engling
--------------------------------
Title: VP & Secry

KEMPER FINANCIAL SERVICES, INC.

By: /s/ Robert Jackson
------------------------------
Title: Senior Exec V.P. & CFO

ATTEST:

/s/ Philip J. Collora
---------------------------------
Title: First V.P. & Ass't Sec'ty

<PAGE> 1
EXHIBIT 99.B5.(b)

INVESTORS CASH TRUST
--------------------

NOTIFICATION OF ADDITIONAL PORTFOLIO
------------------------------------

Investors Cash Trust, a Massachusetts business trust (the
"Fund"), pursuant to Paragraph 2 of the Investment Management
Agreement ("Management Agreement") dated October 1, 1991 between
the Fund and Kemper Financial Services, Inc. (the "Adviser")
hereby notifies the Adviser that it desires to retain the Adviser
to render investment advisory and management services under the
Management Agreement for the Treasury Portfolio of the Fund.

Dated: October 1, 1991.

INVESTORS CASH TRUST

By: /s/ Gerald M. Cole
---------------------------

Attest: /s/ Robert J. Engling Title: V.P.
-------------------------- -----------------------

Title: VP & Secy.
---------------------------

Adviser, pursuant to said Paragraph 2 of the Management
Agreement, hereby notifies the Fund that it is willing to render
the aforesaid services for the Treasury Portfolio and
acknowledges that such Treasury Portfolio shall hereby become a
"Portfolio" under the Management Agreement.

KEMPER FINANCIAL SERVICES, INC.

By: /s/ Robert Jackson
----------------------------

Attest: /s/ Philip J. Collora Title: Senior Exec. V.P. & CFO
-------------------------- -------------------------

Title: First V.P. & Ass't Sec'ty
---------------------------

<PAGE> 1

EXHIBIT 99.B5.(c)

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

Agreement made as of this 1st day of December, 1993, between
INVESTORS CASH TRUST, a Massachusetts business trust (the
"Fund"), and KEMPER FINANCIAL SERVICES, INC., a Delaware
corporation (the "Adviser").

WHEREAS, the Fund and the Adviser are parties to an
Investment Management Agreement dated October 1, 1991; and

WHEREAS, the Fund and the Adviser want to amend the
Investment Management Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, it is hereby agreed by
and between the parties as follows:

1. Section 3 of the Investment Management Agreement is
amended to read in its entirety as follows:

For the services and facilities described in Section 1,
the Fund will pay to the Adviser at the end of each
calendar month, an investment management fee computed
at an annual rate of .15 of 1% of average daily net
assets of all Portfolios subject to this Agreement.
The fee as computed above shall be allocated as an
expense of each Portfolio based upon the relative daily
net assets of such Portfolios. For the month and year
in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on
the basis of the number of days that the Agreement is
in effect during the month and year, respectively.

2. The Investment Management Agreement as amended by this
Agreement continues in full force and effect in accordance with
its terms and this Agreement is a part thereof.

<PAGE> 2

IN WITNESS WHEREOF, the Fund and the Adviser have caused
this Agreement to be executed as of the day and year first above
written.

INVESTORS CASH TRUST

By: /s/ Robert J. Engling
-----------------------------
Title:
--------------------------

ATTEST:

/s/ Philip J. Collora
------------------------------
Title:
------------------------

KEMPER FINANCIAL SERVICES, INC.

By: /s/ John E. Peters
-----------------------------
Title:
--------------------------

ATTEST:

/s/ David F. Dierenfeldt
------------------------------
Title: Asst. Secretary
------------------------

<PAGE> 1
EXHIBIT 99.B6.(a)

UNDERWRITING AGREEMENT

AGREEMENT made this 21st day of September, 1990, by and
between INVESTORS CASH TRUST, a Massachusetts business trust
(the "Fund"), and KEMPER FINANCIAL SERVICES, INC., a Delaware
corporation ("KFS").

In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties
hereto as follows:

1. The Fund hereby appoints KFS to act as principal
underwriter for the distribution of shares of beneficial
interest (hereinafter called "shares") of the Fund in
jurisdictions wherein shares of the Fund may legally be
offered for sale; provided, however, that the Fund in its
absolute discretion may (a) issue or sell shares directly to
holders of shares of the Fund upon such terms and conditions
and for such consideration, if any, as it may determine,
whether in connection with the distribution of subscription
or purchase rights, the payment or reinvestment of dividends
or distributions, or otherwise; or (b) issue or sell shares
at net asset value to the shareholders of any other
investment company, for which KFS shall act as exclusive
distributor, who wish to exchange all or a portion of their
investment in shares of such other investment company for
shares of the Fund.

KFS accepts such appointment and agrees that it will use
its best efforts with reasonable promptness to sell such part
of the authorized shares of the Fund remaining unissued as
from time to time shall be effectively registered under the
Securities Act of 1933 ("Securities Act"), at prices
determined as hereinafter provided and on terms hereinafter
set forth, all subject to applicable Federal and state laws
and regulations and to the Agreement and Declaration of Trust
of the Fund.

2. KFS shall sell shares of the Fund to or through
qualified broker-dealers and other financial services firms
("Firms") in such manner, not inconsistent with the
provisions hereof and the then effective registration
statement of the Fund under the Securities Act (and related
prospectus), as KFS may determine from time to time, provided
that no Firm or other person shall be appointed or authorized
to act as agent of the Fund without the prior consent of the
Fund. In addition to sales made by it as agent of the Fund,
KFS may, in its discretion, also sell shares of the Fund as

<PAGE> 2

principal to persons with whom it does not have selling
agreements.

Shares of the Fund offered for sale or sold by KFS shall
be so offered or sold at a price per share determined in
accordance with the then current prospectus relating to the
sale of such shares except as departure from such prices
shall be permitted by the rules and regulations of the
Securities and Exchange Commission; provided, however, that
any public offering price for shares of the Fund shall be the
net asset value per share. The net asset value per share of
each Portfolio of the Fund shall be determined in the manner
and at the times set forth in the then current prospectus of
the Fund relating to such shares.

The price the Fund shall receive for all shares
purchased from the Fund shall be the net asset value used in
determining the public offering price applicable to the sale
of such shares.

3. The Fund will use its best efforts to keep
effectively registered under the Securities Act for sale as
herein contemplated such shares as KFS shall reasonably
request and as the Securities and Exchange Commission shall
permit to be so registered. Notwithstanding any other
provision hereof, the Fund may terminate, suspend or withdraw
the offering of shares whenever, in its sole discretion, it
deems such action to be desirable.

4. The Fund will execute any and all documents and
furnish any and all information which may be reasonably
necessary in connection with the qualification of its shares
for sale (including the qualification of the Fund as a dealer
where necessary or advisable) in such states as KFS may
reasonably request (it being understood that the Fund shall
not be required without its consent to comply with any
requirement which in its opinion is unduly burdensome). The
Fund will furnish to KFS from time to time such information
with respect to the Fund and its shares as KFS may reasonably
request for use in connection with the sale of shares of the
Fund.

5. KFS shall issue and deliver or shall arrange for
various Firms to issue and deliver on behalf of the Fund such
confirmations of sales made by it as agent pursuant to this
Agreement as may be required. At or prior to the time of
issuance of shares, KFS will pay or cause to be paid to the
Fund the amount due the Fund for the sale of such shares.
Certificates shall be issued or shares registered on the
transfer books of the Fund in such names and denominations as
KFS may specify.

<PAGE> 3

6. KFS shall order shares of the Fund from the Fund
only to the extent that it shall have received purchase
orders therefor. KFS will not make, or authorize any Firms
or others to make, any short sales of shares of the Fund.
KFS, as agent of and for the account of the Fund, may
repurchase the shares of the Fund at such prices and upon
such terms and conditions as shall be specified in the
current prospectus of the Fund. In selling or reacquiring
shares of the Fund for the account of the Fund, KFS will in
all respects conform to the requirements of all state and
Federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., relating to such
sale or reacquisition, as the case may be, and will indemnify
and save harmless the Fund from any damage or expense on
account of any wrongful act by KFS or any employee,
representative or agent of KFS. KFS will observe and be
bound by all the provisions of the Agreement and Declaration
of Trust of the Fund (and of any fundamental policies adopted
by the Fund pursuant to the Investment Company Act of 1940,
notice of which shall have been given to KFS) which at the
time in any way require, limit, restrict or prohibit or
otherwise regulate any action on the part of KFS.

7. The Fund shall assume and pay all charges and
expenses of its operations not specifically assumed or
otherwise to be provided by KFS under this Agreement. The
Fund will pay or cause to be paid expenses (including the
fees and disbursements of its own counsel) and all taxes and
fees payable to the Federal, state or other governmental
agencies on account of the registration or qualification of
securities issued by the Fund or otherwise. The Fund will
also pay or cause to be paid expenses incident to the
issuance of shares of beneficial interest, such as the cost
of share certificates, issue taxes, and fees of the transfer
agent. KFS will pay all expenses (other than expenses which
one or more Firms may bear pursuant to any agreement with
KFS) incident to the sale and distribution of the shares
issued or sold hereunder including, without limiting the
generality of the foregoing, all expenses of printing and
distributing any prospectus and of preparing, printing and
distributing or disseminating any other literature,
advertising and selling aids in connection with the offering
of the shares for sale (except that such expenses need not
include expenses incurred by the Fund in connection with the
preparation, typesetting, printing and distribution of any
registration statement, prospectus or report or other
communication to shareholders in their capacity as such) and
expenses of advertising in connection with such offering.

8. This agreement shall become effective on the date
hereof and shall continue in effect until December 1, 1991
and from year to year thereafter, but only so long as such

<PAGE> 4

continuance is approved in the manner required by the
Investment Company Act of 1940. Either party hereto may
terminate this agreement on any date by giving the other
party at least six months prior written notice of such
termination specifying the date fixed therefor. Without
prejudice to any other remedies of the Fund in any such event
the Fund may terminate this agreement at any time immediately
upon any failure of fulfillment of any of the obligations of
the KFS hereunder. This agreement shall automatically
terminate in the event of its assignment. The term
"assignment" shall have the meaning set forth in the
Investment Company Act of 1940 and the rules and regulations
thereunder.

9. KFS will not use or distribute or authorize the use,
distribution or dissemination by Firms or others in
connection with the sale of such shares any statements, other
than those contained in the Fund's current prospectus, except
such supplemental literature or advertising as shall be
lawful under Federal and state securities laws and
regulations, and will furnish the Fund with copies of all
such material.

KFS will require each Firm to conform to the provisions
hereof and the Registration Statement (and related
prospectus) at the time in effect under the Securities Act
with respect to the public offering price of the Fund's
shares, and neither KFS nor any such Firms shall withhold the
placing of purchase orders so as to make a profit thereby.

10. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise,
the remainder shall not be thereby affected.

11. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the
other party at such address as such other party may designate
for the receipt of such notice.

12. All parties hereto are expressly put on notice of
the Fund's Agreement and Declaration of Trust and all
amendments thereto, all of which are on file with the
Secretary of The Commonwealth of Massachusetts, and the
limitation of shareholder and trustee liability contained
therein. This Agreement has been executed by and on behalf
of the Fund by its representatives as such representatives
and not individually, and the obligations of the Fund
hereunder are not binding upon any of the trustees, officers
or shareholders of the Fund individually but are binding upon
only the assets and property of the Fund. With respect to
any claim by KFS for recovery of that portion of the
distribution services fees (or any other liability of the

<PAGE> 5

Fund arising hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms hereof or
otherwise, KFS shall have recourse solely against the assets
of that Portfolio to satisfy such claim and shall have no
recourse against the assets of any other Portfolio for such
purpose.

13. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 12 hereof
which shall be construed in accordance with the laws of The
Commonwealth of Massachusetts) the laws of the State of
Illinois.

IN WITNESS WHEREOF, the Fund and KFS have caused this
Agreement to be executed as of the day and year first above
written.

ATTEST: INVESTORS CASH TRUST

/s/ Philip J. Collora By: /s/ Gerald M. Cole
-------------------------- ----------------------------
Title: Vice Pres. & Title: Vice President
Assist. Sec.

ATTEST: KEMPER FINANCIAL SERVICES, INC.

/s/ Robert J. Engling By: /s/ Robert Jackson
-------------------------- ----------------------------
Title: Secretary Title: CFO

<PAGE> 1
EXHIBIT 99.B6.(b)

SELLING AGREEMENT

AGREEMENT made this day of between
KEMPER DISTRIBUTORS, INC. ("KDI"), as principal underwriter for
INVESTORS CASH TRUST (the "Fund") pursuant to the Underwriting
Agreement ("Underwriting Agreement") and
(the "Firm").

In consideration of the mutual covenants hereinafter
contained, the parties agree as follows:

1. KDI hereby appoints the Firm to provide distribution
services with respect to shares of the Fund but only in those
states in which shares of the Fund may legally be sold. As
exclusive agent of the Fund, KDI offers to sell shares of the
Fund ("shares") to the Firm on the terms herein set forth.

2. In all sales of shares to the public, the Firm shall
act as dealer for its own account, and in no transaction shall it
have any authority to act as agent for the issuer, for KDI or for
any representative or agent of either the Fund or KDI.

3. Orders received from the Firm will be accepted by KDI
only at the public offering price applicable to each order as
established by the then current Prospectus of the Fund. All
orders are subject to acceptance or rejection by KDI in its sole
discretion.

4. The Firm may offer and sell shares to its customers
only at the public offering price which is the net asset value
per share as described in the Fund's Prospectus.

5. By accepting this Agreement, the Firm agrees:

(a) To purchase shares only from KDI or from the
Firm's customers.
(b) That the Firm will purchase shares from KDI only
to cover purchase orders already received from the
Firm's customers, or for its own bona fide
investment.
(c) That the Firm will not purchase shares from its
customers at a price lower than the price then
quoted by or for the Fund. The Firm may sell
shares for the account of its customer to the
Fund, or to KDI as agent for the Fund, at the
price currently quoted by or for the Fund.
(d) That the Firm will not withhold placing with KDI
orders received from its customers so as to profit
itself as a result of such withholding.

<PAGE> 2

6. KDI will not accept from the Firm any conditional
orders for shares.

7. Shares sold to the Firm hereunder shall be available
against payment in the manner described in the Fund's Prospectus
unless other instructions have been given.

8. No person is authorized to make any representations
concerning shares of the Fund except those contained in the
current Prospectus of the Fund and in printed information
subsequently issued by the Fund or by KDI as information
supplemental to such Prospectus.

9. All sales will be made subject to receipt by KDI of
shares from the Fund. KDI reserves the right, in its discretion,
without notice, to suspend sales or withdraw the offering of
shares entirely, or to modify, cancel or change the terms of this
Agreement.

10. The Firm's acceptance of this Agreement constitutes a
representation (i) that it is a registered security dealer and a
member in good standing of the National Association of Securities
Dealers, Inc. ("NASD") and that it agrees to comply with all
applicable state and federal laws, rules and regulations
applicable to transactions hereunder and to the Rules of Fair
Practice of the NASD, including specifically Section 26, Article
III thereof, or (ii) if it is offering and selling shares of the
Fund only in jurisdictions outside of the several states,
territories and possessions of the United States and is not
otherwise required to be a member of the NASD, that it
nevertheless agrees to conduct its business in accordance with
the spirit of the Rules of Fair Practice of the NASD, and to
observe the laws and regulations of the applicable jurisdiction.
The Firm likewise agrees that it will not offer or sell shares of
the Fund in any state or other jurisdiction in which they may not
lawfully be offered for sale.

11. This Agreement shall become effective on the date
hereof and shall continue in effect until terminated. This
Agreement shall automatically terminate in the event of its
assignment and upon any termination of the Underwriting
Agreement. It may be terminated at any time by the Firm or by
KDI on thirty (30) days written notice.

12. The Firm acknowledges that KDI may enter into similar
agreements with others without the consent of the Firm.

13. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be affected thereby.

<PAGE> 3

14. All communications to KDI shall be sent to 120 South
LaSalle Street, Chicago, Illinois 60603. Any notice to the Firm
shall be duly given if mailed or telegraphed to the address
specified below. This Agreement shall be construed in accordance
with the laws of Illinois.

The Firm Kemper Distributors, Inc.

By:__________________________ By:____________________________

Title:_______________________ Title:_________________________

Firm's Address:

_____________________________

<PAGE> 1
EXHIBIT 99.B6.(c)

ASSIGNMENT AND ASSUMPTION

ASSIGNMENT AND ASSUMPTION ("Assignment and Assumption") made
and entered into as of February 1, 1995 by and between Kemper
Financial Services, Inc., a Delaware corporation ("Assignor"),
and Kemper Distributors, Inc., a Delaware corporation
("Assignee").

WHEREAS, Assignor serves as principal underwriter for
Investors Cash Trust, a Massachusetts business trust (the
"Fund"), pursuant to that certain Underwriting Agreement dated
September 21, 1990 by and between Assignor and the Fund (the
"Agreement");

WHEREAS, Assignee is a wholly-owned subsidiary of Assignor;

WHEREAS, It has been proposed that the rights, duties and
responsibilities of Assignor under the Agreement be transferred
to and assumed by Assignee;

WHEREAS, The Fund has determined that such transfer of
rights, duties and responsibilities is reasonable and in the best
interests of the Fund and the Fund's shareholders; and

NOW, THEREFORE, in consideration of the covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:

1. Assignment and Assumption. Assignor assigns and
transfers to Assignee all of Assignor's rights, interests,
liabilities, duties and obligations under the Agreement
("Assigned Rights and Obligations"). Assignee accepts the
foregoing assignment and transfer of the Assigned Rights and
Obligations and agrees to assume, pay, perform and otherwise be
fully responsible for the same.

2. Further Assurances. From time to time, at the request
of either party, the other party will execute and deliver such
further instruments of assignment, transfer and assumption and
take such further action as may be required to assign, transfer
and assume the Assigned Rights and Obligations.

3. Applicable Law. This Assignment and Assumption shall be
governed by the laws of the State of Illinois.

4. Amendments. This Assignment and Assumption may only be
amended by the written agreement of the parties.

<PAGE> 2

IN WITNESS WHEREOF, the parties have each caused this
Assignment and Assumption to be executed on its behalf by a duly
authorized officer as of the date first written above.

KEMPER FINANCIAL SERVICES, INC.

By: /s/ Patrick H. Dudasik
---------------------------
Its: Senior Vice President

KEMPER DISTRIBUTORS, INC.

By: /s/ James L. Greenawalt
---------------------------
Its: Executive Vice President

The undersigned hereby acknowledges and consents to the foregoing
Assignment and Assumption as of February 1, 1995.

INVESTORS CASH TRUST

By: /s/ John E. Peters
------------------------------
Its: Vice President

-2-

<PAGE> 1
EXHIBIT 99.B8.

CUSTODY AGREEMENT

AGREEMENT, made the 1st day of March, 1995 by and between
Investors Cash Trust, a Massachusetts business trust having its
principal place of business at 120 South LaSalle Street, Chicago,
Illinois 60603 ("Fund") and Investors Fiduciary Trust Company, a
trust company organized and existing under the laws of Missouri,
having its principal place of business at Kansas City, Missouri
("Custodian").

WHEREAS, Fund wants to appoint Investors Fiduciary Trust
Company as Custodian to have custody of the Fund's portfolio
securities and monies pursuant to this Agreement; and

WHEREAS, Investors Fiduciary Trust Company wants to accept
such appointment;

NOW, THEREFORE, for and in consideration of the mutual
promises contained herein, the parties hereto, intending to be
legally bound, mutually covenant and agree as follows:

1. APPOINTMENT OF CUSTODIAN.

Fund hereby constitutes and appoints Investors Fiduciary
Trust Company as Custodian of Fund which is to include:

A. Custody of the securities and monies at any time
owned by Fund; and

B. Performing certain accounting and record keeping
functions relating to its function as Custodian for Fund and
each of its Portfolios.

2. DELIVERY OF CORPORATE DOCUMENTS.

Fund has delivered or will deliver to Custodian prior to the
effective date of this Agreement, copies of the following
documents and all amendments or supplements thereto,
properly certified or authenticated:

A. Resolutions of the Board of Trustees of Fund
appointing Investors Fiduciary Trust Company as Custodian
hereunder and approving the form of this Agreement; and

B. Resolutions of the Board of Trustees of Fund
authorizing certain persons to give instructions on behalf
of Fund to Custodian and authorizing Custodian to rely upon
written instructions over their signatures.

<PAGE> 2

3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.

A. Delivery of Assets

Fund will deliver or cause to be delivered to Custodian
on the effective date of this Agreement, or as soon
thereafter as practicable, and from time to time thereafter,
all portfolio securities acquired by it and monies then
owned by it except as permitted by the Investment Company
Act of 1940 ("1940 Act") or from time to time coming into
its possession during the time this Agreement shall continue
in effect. Custodian shall have no responsibility or
liability whatsoever for or on account of securities or
monies not so delivered. All securities so delivered to
Custodian (other than bearer securities) shall be registered
in the name of Fund or its nominee, or of a nominee of
Custodian, or shall be properly endorsed and in form for
transfer satisfactory to Custodian.

B. Safekeeping

Custodian will receive delivery of and keep safely the
assets of Fund delivered to it from time to time. Custodian
will not deliver any such assets to any person except as
permitted by the provisions of this Agreement or any
agreement executed by it according to the terms of this
Agreement. Custodian shall be responsible only for the
monies and securities of Fund held directly by it or its
nominees or sub-custodian under this Agreement; provided
that Custodian's responsibility for any sub-custodian
appointed at the Fund's direction for purposes of (i)
effecting third-party repurchase transactions with banks,
brokers, dealers, or other entities through the use of a
common custodian or sub-custodian; or (ii) providing
depository and clearing agency services with respect to
certain variable rate demand note securities ("special sub-
custodian") shall be further limited as set forth in this
Agreement. Custodian may participate directly or indirectly
through a sub-custodian in the Depository Trust Company, the
Treasury/Federal Reserve Book Entry System, the Participants
Trust Company and any other securities depository approved
by the Board of Trustees of the Fund, subject to compliance
with the provisions of Rule 17f-4 under the 1940 Act
including, without limitation, the specific provisions of
subsections (a) (1) through (d) (4) thereof.

C. Registration of Securities

Custodian will hold stocks and other registerable
portfolio securities of Fund registered in the name of Fund
or in the name of any nominee of Custodian for whose
fidelity and liabilities Custodian shall be fully

<PAGE> 3

responsible, or in street certificate form, so-called, with
or without any indication of fiduciary capacity. Unless
otherwise instructed, Custodian will register all such
portfolio securities in the name of its authorized nominee.

D. Exchange of Securities

Upon receipt of instructions, Custodian will exchange,
or cause to be exchanged, portfolio securities held by it
for the account of Fund for other securities or cash issued
or paid in connection with any reorganization,
recapitalization, merger, consolidation, split-up of shares,
change of par value, conversion or otherwise, and will
deposit any such securities in accordance with the terms of
any reorganization or protective plan. Without
instructions, Custodian is authorized to exchange securities
held by it in temporary form for securities in definitive
form, to effect an exchange of shares when the par value of
the stock is changed, and, upon receiving payment therefore,
to surrender bonds or other securities held by it at
maturity or when advised of earlier call for redemption,
except that Custodian shall receive instructions prior to
surrendering any convertible security.

E. Purchases or Sales of Investments of Fund

Fund shall, on each business day on which a purchase or
sale of a portfolio security shall be made by it, deliver to
Custodian instructions which shall specify with respect to
each such transaction:

(1) The name of the issuer and description of the security;

(2) The number of shares or the principal amount purchased
or sold, and accrued interest, if any;

(3) The trade date;

(4) The settlement date;

(5) The date when the securities sold were purchased by
Fund or other information identifying the securities
sold and to be delivered;

(6) The price per unit and the brokerage commission, taxes
and other expenses in connection with the transaction;

(7) The total amount payable or receivable upon such
transaction; and

(8) The name of the person from whom or the broker or
dealer through whom the transaction was made.

<PAGE> 4

In accordance with such purchase instructions, Custodian
shall pay for out of monies held for the account of Fund,
but only insofar as monies are available therein for such
purpose, and receive the portfolio securities so purchased
by or for the account of Fund. Such payment shall be made
only upon receipt by Custodian of the securities so
purchased in form for transfer satisfactory to Custodian.

In accordance with such sales instructions, Custodian will
deliver or cause to be delivered the securities thus
designated as sold for the account of Fund to the broker or
other person specified in the instructions relating to such
sale, such delivery to be made only upon receipt of payment
therefor in such form as shall be satisfactory to Custodian,
with the understanding that Custodian may deliver or cause
to be delivered securities for payment in accordance with
the customs prevailing among dealers in securities.

F. Purchases or Sales of Options and Futures
Transactions

Fund will, on each business day on which a purchase or
sale of the following options and/or futures shall be made
by it, deliver to Custodian instructions which shall specify
with respect to each such purchase or sale:

(1) Securities Options

(a) The underlying security;
(b) The price at which purchased or sold;
(c) The expiration date;
(d) The number of contracts;
(e) The exercise price;
(f) Whether opening, exercising, expiring or closing
the transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased;
(i) Market on which option traded; and
(j) Name and address of the broker or dealer through
whom the sale or purchase was made.

(2) Options on Indices

(a) The index;
(b) The price at which purchased or sold;
(c) The exercise price;
(d) The premium;
(e) The multiple;
(f) The expiration date;
(g) Whether the transaction is an opening, exercising,
expiring or closing transaction;
(h) Whether the transaction involves a put or call;

<PAGE> 5

(i) Whether the option is written or purchased; and
(j) Name and address of the broker or dealer through
whom the sale or purchase was made.

(3) Securities Index Futures Transactions

(a) The last trading date specified in the contract
and, when available, the closing level, thereof;
(b) The index level on the date the contract is
entered into;
(c) The multiple;
(d) Any margin requirements;
(e) The need for a segregated margin account (in
addition to instructions; and, if not already in
the possession of Custodian, Fund shall deliver a
substantially complete and executed custodial
safekeeping account and procedural agreement which
shall be incorporated into this Custody
Agreement); and
(f) The name and address of the futures commission
merchant through whom the sale or purchase was
made.

(4) Options on Index Futures Contracts

(a) The underlying index futures contract;
(b) The premium;
(c) The expiration date;
(d) The number of options;
(e) The exercise price;
(f) Whether the transaction involves an opening,
exercising, expiring or closing transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased; and
(i) The market on which the option is traded.

G. Securities Pledged to Secure Loans

(1) Upon receipt of instructions, Custodian will
release or cause to be released securities held in custody
to the pledgee designated in such instructions by way of
pledge or hypothecation to secure any loan incurred by Fund;
provided, however, that the securities shall be released
only upon payment to Custodian of the monies borrowed,
except that in cases where additional collateral is required
to secure a borrowing already made, further securities may
be released or caused to be released for that purpose upon
receipt of instructions. Upon receipt of instructions,
Custodian will pay, but only from funds available for such
purpose, any such loan upon redelivery to it of the
securities pledged or hypothecated therefor and upon
surrender of the note or notes evidencing such loan.

<PAGE> 6

(2) Upon receipt of instructions, Custodian will
release securities held in custody to the borrower
designated in such instructions; provided, however, that the
securities shall be released only upon deposit with
Custodian of full cash collateral as specified in such
instructions, and that Fund will retain the right to any
dividends, interest or distribution on such loaned
securities. Upon receipt of instructions and the loaned
securities, Custodian will release the cash collateral to
the borrower.

H. Routine Matters

Custodian will, in general, attend to all routine and
mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with
securities or other property of Fund except as may be
otherwise provided in this Agreement or directed from time
to time by the Board of Trustees of Fund.

I. Demand Deposit Account

Custodian will open and maintain a demand deposit
account or accounts in the name of Custodian, subject only
to draft or order by Custodian upon receipt of instructions.
All monies received by Custodian from or for the account of
Fund shall be deposited in said account or accounts.

When properly authorized by a resolution of the Board
of Trustees of Fund, Custodian may open and maintain an
additional demand deposit account or accounts in such other
banks or trust companies as may be designated in such
resolution, such accounts, however, to be in the name of
Custodian and subject only to its draft or order.

J. Income and Other Payments to Fund

Custodian will:

(1) collect, claim and receive and deposit for the
account of Fund all income and other payments which become
due and payable on or after the effective date of this
Agreement with respect to the securities deposited under
this Agreement, and credit the account of Fund with such
income on the payable date;

(2) execute ownership and other certificates and
affidavits for all federal, state and local tax purposes in
connection with the collection of bond and note coupons; and

<PAGE> 7

(3) take such other action as may be necessary or
proper in connection with:

(a) the collection, receipt and deposit of such income
and other payments, including but not limited to the
presentation for payment of:

(1) all coupons and other income items requiring
presentation;

(2) all other securities which may mature or be
called, redeemed, retired or otherwise become
payable and regarding which the Custodian has
actual knowledge, or notice of which is contained
in publications of the type to which it normally
subscribes for such purpose; and

(b) the endorsement for collection, in the name of
Fund, of all checks, drafts or other negotiable
instruments.

Custodian, however, shall not be required to institute
suit or take other extraordinary action to enforce
collection except upon receipt of instructions and upon
being indemnified to its satisfaction against the costs and
expenses of such suit or other actions. Custodian will
receive, claim and collect all stock dividends, rights and
other similar items and deal with the same pursuant to
instructions. Unless prior instructions have been received
to the contrary, Custodian will, without further
instructions, sell any rights held for the account of Fund
on the last trade date prior to the date of expiration of
such rights.

K. Payment of Dividends and Other Distributions

On the declaration of any dividend or other
distribution on the shares of beneficial interest of any
Portfolio ("Portfolio Shares") by the Board of Trustees of
Fund, Fund shall deliver to Custodian instructions with
respect thereto, including a copy of the Resolution of said
Board of Trustees certified by the Secretary or an Assistant
Secretary of Fund wherein there shall be set forth the
record date as of which shareholders are entitled to receive
such dividend or distribution, and the amount payable per
share on such dividend or distribution.

On the date specified in such Resolution for the
payment of such dividend or other distribution, Custodian
shall pay out of the monies held for the account of Fund,
insofar as the same shall be available for such purposes,
and credit to the account of the Dividend Disbursing Agent

<PAGE> 8

for Fund, such amount as may be necessary to pay the amount
per share payable in cash on Portfolio Shares issued and
outstanding on the record date established by such
Resolution.

L. Portfolio Shares Purchased by Fund

Whenever any Portfolio Shares are purchased by Fund,
Fund or its agent shall advise Custodian of the aggregate
dollar amount to be paid for such shares and shall confirm
such advice in writing. Upon receipt of such advice,
Custodian shall charge such aggregate dollar amount to the
custody account of Fund and either deposit the same in the
account maintained for the purpose of paying for the
purchase of Portfolio Shares or deliver the same in
accordance with such advice.

M. Portfolio Shares Purchased from Fund

Whenever Portfolio Shares are purchased from Fund, Fund
will deposit or cause to be deposited with Custodian the
amount received for such shares. Custodian shall not have
any duty or responsibility to determine that Fund Shares
purchased from Fund have been added to the proper
shareholder account or accounts or that the proper number of
such shares have been added to the shareholder records.

N. Proxies and Notices

Custodian will promptly deliver or mail to Fund all
proxies properly signed, all notices of meetings, all proxy
statements and other notices, requests or announcements
affecting or relating to securities held by Custodian for
Fund and will, upon receipt of instructions, execute and
deliver or cause its nominee to execute and deliver such
proxies or other authorizations as may be required. Except
as provided by this Agreement or pursuant to instructions
hereafter received by Custodian, neither it nor its nominee
shall exercise any power inherent in any such securities,
including any power to vote the same, or execute any proxy,
power of attorney, or other similar instrument voting any of
such securities, or give any consent, approval or waiver
with respect thereto, or take any other similar action.

O. Disbursements

Custodian will pay or cause to be paid insofar as funds
are available for the purpose, bills, statements and other
obligations of Fund (including but not limited to
obligations in connection with the conversion, exchange or
surrender of securities owned by Fund, interest charges,
variation margin, dividend disbursements, taxes, management

<PAGE> 9

fees, administration-distribution fees, custodian fees,
legal fees, auditors' fees, transfer agents' fees, brokerage
commissions, compensation to personnel, and other operating
expenses of Fund) pursuant to instructions of Fund setting
forth the name of the person to whom payment is to be made,
the amount of the payment, and the purpose of the payment.

P. Books, Records and Accounts

Custodian acknowledges that all the records it shall
prepare and maintain pursuant to this Agreement shall be the
property of Fund and that upon request of Fund it shall make
Fund's records available to it, along with such other
information and data as are reasonably requested by Fund,
for inspection, audit or copying, or turn said records over
to Fund.

Custodian shall, within a reasonable time, render to
Fund as of the close of business on each day, a detailed
statement of the amounts received or paid and of securities
received or delivered for the account of Fund during said
day. Custodian shall, from time to time, upon request by
Fund, render a detailed statement of the securities and
monies held for Fund under this Agreement, and Custodian
shall maintain such books and records as are necessary to
enable it do so and shall permit such persons as are
authorized by Fund, including Fund's independent public
accountants, to examine such records or to confirm the
contents of such records; and, if demanded, shall permit
federal and state regulatory agencies to examine said
securities, books and records. Upon the written
instructions of Fund or as demanded by federal or state
regulatory agencies, Custodian shall instruct any sub-
custodian to permit such persons as are authorized by Fund
to examine the books, records and securities held by such
sub-custodian which relate to Fund.

Q. Appointment of Sub-Custodian

Notwithstanding any other provisions of this Agreement,
all or any of the monies or securities of Fund may be held
in Custodian's own custody or in the custody of one or more
other banks or trust companies acting as sub-custodians as
may be approved by resolutions of Fund's Board of Trustees,
evidenced by a copy thereof certified by the Secretary or
Assistant Secretary of Fund. Any sub-custodian must have
the qualifications required for custodians under the 1940
Act unless exempted therefrom. Any sub-custodian may
participate directly or indirectly in the Depository Trust
Company, the Treasury/Reserve Book Entry System, the
Participants Trust Company and any other securities
depository approved by the Board of Trustees of the Fund to

<PAGE> 10

the same extent and subject to the same conditions as
provided hereunder. Neither Custodian nor sub-custodian
shall be entitled to reimbursement by Fund for any fees or
expenses of any sub-custodian; provided that Custodian shall
not be liable for, and Fund shall hold Custodian harmless
from, the expenses of any special sub-custodian. The
appointment of a sub-custodian shall not relieve Custodian
of any of its obligations hereunder; provided that Custodian
shall be responsible to Fund for any loss, damage, or
expense suffered or incurred by Fund resulting from the
actions or omissions of a special sub-custodian only to the
extent the special sub-custodian is liable to Custodian.

R. Multiple Portfolios

If Fund shall issue shares of more than one Portfolio
during the term hereof, Custodian agrees that all securities
and other assets of Fund shall be segregated by Portfolio
and all books and records, account values or actions shall
be maintained, held, made or taken, as the case may be,
separately for each Portfolio.

4. INSTRUCTIONS.

A. The term "instructions", as used herein, means
written or oral instructions to Custodian from an authorized
person of Fund. Certified copies of resolutions of the
Board of Trustees of Fund naming one or more persons
authorized to give instructions in the name and on behalf of
Fund may be received and accepted by Custodian as conclusive
evidence of the authority of any person so to act and may be
considered to be in full force and effect (and Custodian
shall be fully protected in acting in reliance thereon)
until receipt by Custodian of notice to the contrary.
Unless the resolution authorizing any person to give
instructions specifically requires that the approval of
anyone else shall first have been obtained, Custodian shall
be under no obligation to inquire into the right of the
person giving such instructions to do so. Notwithstanding
any of the foregoing provisions of this Section 4, no
authorizations or instructions received by Custodian from
Fund shall be deemed to authorize or permit any trustee,
officer, employee, or agent of Fund to withdraw any of the
securities or monies of Fund upon the mere receipt of
instructions from such trustee, officer, employee or agent.

B. No later than the next business day immediately
following each oral instruction referred to herein, Fund
shall give Custodian written confirmation of each such oral
instruction. Either party may electronically record any
oral instruction whether given in person or via telephone.

<PAGE> 11

5. LIMITATION OF LIABILITY OF CUSTODIAN

A. Custodian shall hold harmless and indemnify Fund
from and against any loss or liability arising out of
Custodian's failure to comply with the terms of this
Agreement or arising out of Custodian's negligence, willful
misconduct, or bad faith. Custodian may request and obtain
the advice and opinion of counsel for Fund or of its own
counsel with respect to questions or matters of law, and it
shall be without liability to Fund for any action taken or
omitted by it in good faith, in conformity with such advice
or opinion.

B. If Fund requires Custodian in any capacity to
take, with respect to any securities, any action which
involves the payment of money by it, or which in Custodian's
opinion might make it or its nominee liable for payment of
monies or in any other way, Custodian shall be and be kept
indemnified by Fund in an amount and form satisfactory to
Custodian against any liability on account of such action.

C. Custodian shall be entitled to receive, and Fund
agrees to pay to Custodian, on demand, reimbursement for
such cash disbursements, costs and expenses as may be agreed
upon from time to time by Custodian and Fund.

D. Custodian shall be protected in acting as
custodian hereunder upon any instructions, advice, notice,
request, consent, certificate or other instrument or paper
reasonably appearing to it to be genuine and to have been
properly executed and shall, unless otherwise specifically
provided herein, be entitled to receive as conclusive proof
of any fact or matter required to be ascertained from Fund
hereunder, a certificate signed by Fund's President, or
other officer specifically authorized for such purpose.

E. Without limiting the generality of the foregoing,
Custodian shall be under no duty or obligation to inquire
into, and shall not be liable for:

(1) The validity of the issue of any securities
purchased by or for Fund, the legality of the purchase
thereof or evidence of ownership required by Fund to be
received by Custodian, or the propriety of the decision
to purchase or amount paid therefor;

(2) The legality of the sales of any securities
by or for Fund, or the propriety of the amount paid
therefor;

<PAGE> 12

(3) The legality of the issue or sale of any
shares of Fund, or the sufficiency of the amount to be
received therefor;

(4) The legality of the purchase of any shares of
Fund, or the propriety of the amount to be paid
therefor; or

(5) The legality of the declaration of any
dividend by Fund, or the legality of the issue of any
shares of Fund in payment of any share dividend.

F. Custodian shall not be liable for, or considered
to be the custodian of, any money represented by any check,
draft, wire transfer, clearing house funds, uncollected
funds, or instrument for the payment of money received by it
on behalf of Fund, until Custodian actually receives such
money, provided only that it shall advise Fund promptly if
it fails to receive any such money in the ordinary course of
business, and use its best efforts and cooperate with Fund
toward the end that such money shall be received.

G. Subject to the obligations of Custodian under
Section 3.B. hereof, Custodian shall not be responsible for
loss occasioned by the acts, neglects, defaults or
insolvency of any broker, bank, trust company, or any other
person with whom Custodian may deal in the absence of negli-
gence, misconduct or bad faith on the part of Custodian.

H. Custodian or any sub-custodian shall provide Fund
for its approval by its Board of Trustees agreements with
banks or trust companies which will act as sub-custodian for
Fund pursuant to this Agreement; and, as set forth in
Section 3.B hereof, Custodian shall be responsible for the
monies and securities of the Fund held by it or its nominees
or sub-custodians under this Agreement, but not for monies
and securities of the Fund held by any special sub-custodian
except to the extent the special sub-custodian is liable to
Custodian.

6. COMPENSATION.

Fund shall pay to Custodian such compensation at such times
as may from time to time be agreed upon in writing by Custodian
and Fund. Custodian may charge such compensation against monies
held by it for the account of Fund. Custodian shall also be
entitled, notwithstanding the provisions of Sections 5B or 5C
hereof, to charge against any monies held by it for the account
of Fund the amount of any loss, damage, liability or expense for
which it shall be entitled to reimbursement under the provisions
of this Agreement. Custodian shall not be entitled to
reimbursement by Fund for any loss or expenses of any sub-

<PAGE> 13

custodian; provided that Custodian shall not be liable for, and
Fund shall hold Custodian harmless from, the expenses of any
special sub-custodian.

7. TERMINATION.

Either party to this Agreement may terminate the same by
notice in writing, delivered or mailed, postage prepaid, to the
other party hereto and received not less than sixty (60) days
prior to the date upon which such termination shall take effect.
Upon termination of this Agreement, Fund shall pay to Custodian
such compensation for its reimbursable disbursements, costs and
expenses paid or incurred to such date and Fund shall use its
best efforts to obtain a successor custodian. Unless the holders
of a majority of the outstanding shares of Fund vote to have the
securities, funds and other properties held under this Agreement
delivered and paid over to some other person, firm or corporation
specified in the vote, having not less than Two Million Dollars
($2,000,000) aggregate capital, surplus and undivided profits, as
shown by its last published report, and meeting such other
qualifications for custodian as set forth in the Bylaws of Fund,
the Board of Trustees of Fund shall, forthwith upon giving or
receiving notice of termination of this Agreement, appoint as
successor custodian a bank or trust company having such
qualifications. Custodian shall, upon termination of this
Agreement, deliver to the successor custodian so specified or
appointed, at custodian's office, all securities then held by
Custodian hereunder, duly endorsed and in form for transfer, and
all funds and other properties of Fund deposited with or held by
Custodian hereunder, and shall cooperate in effecting changes in
book-entries at the Depository Trust Company, the
Treasury/Federal Reserve Book-Entry System, the Participants
Trust Company and any other securities depository holding assets
of the Fund. In the event no such vote has been adopted by the
shareholders of Fund and no written order designating a successor
custodian shall have been delivered to Custodian on or before the
date when such termination shall become effective, then Custodian
shall deliver the securities, funds and properties of Fund to a
bank or trust company at the selection of Custodian and meeting
the qualifications for custodian, if any, set forth in the Bylaws
of Fund and having not less than Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits, as shown by its
last published report. Upon either such delivery to a successor
custodian, Custodian shall have no further obligations or
liabilities under this Agreement. Thereafter such bank or trust
company shall be the successor custodian under this Agreement and
shall be entitled to reasonable compensation for its services.
In the event that no such successor custodian can be found, Fund
will submit to its shareholders, before permitting delivery of
the cash and securities owned by Fund to anyone other than a
successor custodian, the question of whether Fund shall be
liquidated or shall function without a custodian. Not-

<PAGE> 14

withstanding the foregoing requirement as to delivery upon
termination of this Agreement, Custodian may make any other
delivery of the securities, funds and property of Fund which
shall be permitted by the 1940 Act and Fund's Agreement and
Declaration of Trust and Bylaws then in effect. Except as
otherwise provided herein, neither this Agreement nor any portion
thereof may be assigned by Custodian without the consent of Fund,
authorized or approved by a resolution of its Board of Trustees.

8. NOTICES.

Notices, requests, instructions and other writings received
by Fund at 120 South LaSalle Street, Chicago, Illinois 60603 or
at such other address as Fund may have designated by certified
resolution of the Board of Trustees to Custodian and notices,
requests, instructions and other writings received by Custodian
at its offices at 21 West 10th Street, Kansas City, Missouri
64105, or to such other address as it may have designated to Fund
in writing, shall be deemed to have been properly given
hereunder.

9. MISCELLANEOUS.

A. This Agreement is executed and delivered in the
State of Missouri and shall be governed by the laws of the
State of Missouri (except as to Section 9.H. hereof which
shall be governed in accordance with the laws of The
Commonwealth of Massachusetts).

B. All the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of, and be
enforceable by the respective successors and assigns of the
parties hereto.

C. No provisions of the Agreement may be amended or
modified in any manner except by a written agreement
properly authorized and executed by both parties hereto.

D. The captions in this Agreement are included for
convenience of reference only, and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.

E. This Agreement shall become effective at the close
of business on the date hereof.

F. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and
the same instrument.

<PAGE> 15

G. If any part, term or provision of this Agreement
is by the courts held to be illegal, in conflict with any
law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the
rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid.

H. All parties hereto are expressly put on notice of
Fund's Agreement and Declaration of Trust, which is on file
with the Secretary of The Commonwealth of Massachusetts, and
the limitation of shareholder and trustee liability
contained therein. This Agreement has been executed by and
on behalf of Fund by its representatives as such
representatives and not individually, and the obligations of
Fund hereunder are not binding upon any of the Trustees,
officers or shareholders of Fund individually but are
binding upon only the assets and property of Fund. With
respect to any claim by Custodian for recovery of that
portion of the compensation (or any other liability of Fund
arising hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms hereof or
otherwise, Custodian shall have recourse solely against the
assets of that Portfolio to satisfy such claim and shall
have no recourse against the assets of any other Portfolio
for such purpose.

I. This Agreement, together with the Fee Schedule, is
the entire contract between the parties relating to the
subject matter hereof and supersedes all prior agreements.

<PAGE> 16

IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their respective authorized officers.

INVESTORS CASH TRUST

By: /s/ John E. Peters
------------------------------

Title: Vice President
---------------------------

Attest: /s/ Philip J. Collora
-----------------------

Title: Secretary
------------------------

INVESTORS FIDUCIARY TRUST COMPANY

By: /s/ Joseph F. Smith
------------------------------

Title: E. V. P.
---------------------------

Attest: /s/ Marvin Rau
-----------------------

Title: Secretary
------------------------

<PAGE> 1
EXHIBIT 99.B9.(a)

AGENCY AGREEMENT

AGREEMENT dated the 21st day of September, 1990, by and
between INVESTORS CASH TRUST, a Massachusetts business trust
having its principal place of business at 120 South LaSalle
Street, Chicago, IL 60603 ("Fund"), and INVESTORS FIDUCIARY
TRUST COMPANY, a state chartered trust company organized and
existing under the laws of the State of Missouri having its
principal place of business at 127 West 10th Street, Kansas
City, Missouri 64105 ("IFTC").

WHEREAS, Fund wants to appoint IFTC as Transfer Agent
and Dividend Disbursing Agent, and IFTC wants to accept such
appointment;

NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:

1. Documents to be Filed with Appointment.
--------------------------------------
In connection with the appointment of IFTC as
Transfer Agent and Dividend Disbursing Agent for
Fund, there will be filed with IFTC the following
documents:

A. A certified copy of the resolutions of the Board
of Trustees of Fund appointing IFTC as Transfer
Agent and Dividend Disbursing Agent, approving
the form of this Agreement, and designating
certain persons to give written instructions and
requests on behalf of Fund.

B. A certified copy of the Agreement and Declaration
of Trust of Fund and any amendments thereto.

C. A certified copy of the Bylaws of Fund.

D. Copies of Registration Statements filed with the
Securities and Exchange Commission.

E. Specimens of all forms of outstanding share
certificates as approved by the Board of Trustees
of Fund, with a certificate of the Secretary of
Fund as to such approval.

F. Specimens of the signatures of the officers of
the Fund authorized to sign share certificates
and individuals authorized to sign written
instructions and requests on behalf of the Fund.

<PAGE> 2

G. An opinion of counsel for Fund:

(1) With respect to Fund's organization and
existence under the laws of The Commonwealth
of Massachusetts.

(2) With respect to the status of all shares of
Fund covered by this appointment under the
Securities Act of 1933, and any other
applicable federal or state statute.

(3) To the effect that all issued shares are, and
all unissued shares will be when issued,
validly issued, fully paid and non-
assessable.

2. Certain Representations and Warranties of IFTC. IFTC
represents and warrants to Fund that:

A. It is a trust company duly organized and existing
and in good standing under the laws of the State
of Missouri.

B. It is duly qualified to carry on its business in
the State of Missouri.

C. It is empowered under applicable laws and by its
Articles of Incorporation and Bylaws to enter
into and perform the services contemplated in
this Agreement.

D. All requisite corporate proceedings have been
taken to authorize it to enter into and perform
this Agreement.

E. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.

F. It is, and will continue to be, registered as a
transfer agent under the Securities Exchange Act
of 1934.

3. Certain Representations and Warranties of Fund.
Fund represents and warrants to IFTC that:

A. It is a business trust duly organized and
existing and in good standing under the laws of
The Commonwealth of Massachusetts.

<PAGE> 3

B. It is an investment company registered under the
Investment Company Act of 1940.

C. A registration statement under the Securities Act
of 1933 has been filed and will be effective with
respect to all shares of Fund being offered for
sale at any time and from time to time.

D. All requisite steps have been or will be taken to
register Fund's shares for sale in all applicable
states, including the District of Columbia.

E. Fund and its Trustees are empowered under
applicable laws and by the Fund's Agreement and
Declaration of Trust and Bylaws to enter into and
perform this Agreement.

4. Scope of Appointment.
--------------------

A. Subject to the conditions set forth in this
Agreement, Fund hereby employs and appoints IFTC
as Transfer Agent and Dividend Disbursing Agent
effective the date hereof.

B. IFTC hereby accepts such employment and
appointment and agrees that it will act as Fund's
Transfer Agent and Dividend Disbursing Agent.
IFTC agrees that it will also act as agent in
connection with Fund's periodic withdrawal
payment accounts and other open-account or
similar plans for shareholders, if any.

C. IFTC agrees to provide the necessary facilities,
equipment and personnel to perform its duties and
obligations hereunder in accordance with industry
practice.

D. Fund agrees to use all reasonable efforts to
deliver to IFTC in Kansas City, Missouri, as soon
as they are available, all its shareholder
account records.

E. Subject to the provisions of Sections 20 and 21
hereof, IFTC agrees that it will perform all the
usual and ordinary services of Transfer Agent and
Dividend Disbursing Agent and as agent for the
various shareholder accounts, including, without
limitation, the following: issuing, transferring
and cancelling share certificates, maintaining
all shareholder accounts, preparing shareholder
meeting lists, mailing proxies, receiving and

<PAGE> 4

tabulating proxies, mailing shareholder reports
and prospectuses, withholding federal income
taxes, preparing and mailing checks for
disbursement of income and capital gains
dividends, preparing and filing all required U.S.
Treasury Department information returns for all
shareholders, preparing and mailing confirmation
forms to shareholders and dealers with respect to
all purchases and liquidations of Fund shares and
other transactions in shareholder accounts for
which confirmations are required, recording
reinvestments of dividends and distributions in
Fund shares, recording redemptions of Fund shares
and preparing and mailing checks for payments
upon redemption and for disbursements to
systematic withdrawal plan shareholders.

5. Compensation and Expenses.
-------------------------

A. In consideration for the services provided
hereunder by IFTC as Transfer Agent and Dividend
Disbursing Agent, Fund will pay to IFTC from time
to time compensation as agreed upon for all
services rendered as Agent, and also, all its
reasonable out-of-pocket expenses and other
disbursements incurred in connection with the
agency. Such compensation will be set forth in a
separate schedule to be agreed to by Fund and
IFTC. The initial agreement regarding
compensation is attached as Exhibit A.

B. Fund agrees to promptly reimburse IFTC for all
reasonable out-of-pocket expenses or advances
incurred by IFTC in connection with the
performance of services under this Agreement
including, but not limited to, postage (and first
class mail insurance in connection with mailing
share certificates), envelopes, check forms,
continuous forms, forms for reports and
statements, stationery, and other similar items,
telephone and telegraph charges incurred in
answering inquiries from dealers or shareholders,
microfilm used each year to record the previous
year's transactions in shareholder accounts and
computer tapes used for permanent storage of
records and cost of insertion of materials in
mailing envelopes by outside firms. IFTC may, at
its option, arrange to have various service
providers submit invoices directly to the Fund
for payment of out-of-pocket expenses
reimbursable hereunder.

<PAGE> 5

6. Efficient Operation of IFTC System.
----------------------------------

A. In connection with the performance of its
services under this Agreement, IFTC is
responsible for the accurate and efficient
functioning of its system at all times,
including:

(1) The accuracy of the entries in IFTC's records
reflecting purchase and redemption orders and
other instructions received by IFTC from
dealers, shareholders, Fund or its principal
underwriter.

(2) The timely availability and the accuracy of
shareholder lists, shareholder account
verifications, confirmations and other
shareholder account information to be
produced from IFTC's records or data.

(3) The accurate and timely issuance of dividend
and distribution checks in accordance with
instructions received from Fund.

(4) The accuracy of redemption transactions and
payments in accordance with redemption
instructions received from dealers,
shareholders or Fund or other authorized
persons.

(5) The deposit daily in Fund's appropriate
special bank account of all checks and
payments received from dealers or
shareholders for investment in shares.

(6) The requiring of proper forms of
instructions, signatures and signature
guarantees and any necessary documents
supporting the rightfulness of transfers,
redemptions and other shareholder account
transactions, all in conformance with IFTC's
present procedures with such changes as may
be deemed reasonably appropriate by IFTC or
as may be reasonably approved by or on behalf
of Fund.

(7) The maintenance of a current duplicate set of
Fund's essential or required records, as
agreed upon from time to time by Fund and
IFTC, at a secure distant location, in form
available and usable forthwith in the event

<PAGE> 6

of any breakdown or disaster disrupting its
main operation.

7. Indemnification.
---------------

A. Fund shall indemnify and hold IFTC harmless from
and against any and all claims, actions, suits,
losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of
or attributable to any action or omission by IFTC
pursuant to this Agreement or in connection with
the agency relationship created by this
Agreement, provided that IFTC has acted in good
faith, without negligence and without willful
misconduct.

B. IFTC shall indemnify and hold Fund harmless from
and against any and all claims, actions, suits,
losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of
or attributable to any action or omission by IFTC
pursuant to this Agreement or in connection with
the agency relationship created by this
Agreement, provided that IFTC has not acted in
good faith, without negligence and without
willful misconduct.

C. In order that the indemnification provisions
contained in this Section 7 shall apply, upon the
assertion of a claim for which either party (the
"Indemnifying Party") may be required to provide
indemnification hereunder, the party seeking
indemnification (the "Indemnitee") shall promptly
notify the Indemnifying Party of such assertion,
and shall keep such party advised with respect to
all developments concerning such claim. The
Indemnifying Party shall be entitled to assume
control of the defense and the negotiations, if
any, regarding settlement of the claim. If the
Indemnifying Party assumes control, the
Indemnitee shall have the option to participate
in the defense and negotiations of such claim at
its own expense. The Indemnitee shall in no
event confess, admit to, compromise, or settle
any claim for which the Indemnifying Party may be
required to indemnify it except with the prior
written consent of the Indemnifying Party, which
shall not be unreasonably withheld.

<PAGE> 7

8. Certain Covenants of IFTC and Fund.
----------------------------------

A. All requisite steps will be taken by Fund from
time to time when and as necessary to register
the Fund's shares for sale in all states in which
Fund's shares shall at the time be offered for
sale and require registration. If at any time
Fund receives notice of any stop order or other
proceeding in any such state affecting such
registration or the sale of Fund's shares, or of
any stop order or other proceeding under the
Federal securities laws affecting the sale of
Fund's shares, Fund will give prompt notice
thereof to IFTC.

B. IFTC hereby agrees to establish and maintain
facilities and procedures reasonably acceptable
to Fund for safekeeping of share certificates,
check forms, and facsimile signature imprinting
devices, if any; and for the preparation or use,
and for keeping account of, such certificates,
forms and devices. Further, IFTC agrees to carry
insurance, as specified in Exhibit B hereto, with
insurers reasonably acceptable to Fund and in
minimum amounts that are reasonably acceptable to
Fund, which will not be changed without the
consent of Fund, which consent shall not be
unreasonably withheld, and which will be expanded
in coverage or increased in amounts from time to
time if and when reasonably requested by Fund.
If IFTC determines that it is unable to obtain
any such insurance upon commercially reasonable
terms, it shall promptly so advise Fund in
writing. In such event, Fund shall have the
right to terminate this Agreement upon 30 days
notice.

C. To the extent required by Section 31 of the
Investment Company Act of 1940 and Rules
thereunder, IFTC agrees that all records
maintained by IFTC relating to the services to be
performed by IFTC under this Agreement are the
property of Fund and will be preserved and will
be surrendered promptly to Fund on request.

D. IFTC agrees to furnish Fund semi-annual reports
of its financial condition, consisting of a
balance sheet, earnings statement and any other
reasonably available financial information
reasonably requested by Fund. The annual

<PAGE> 8

financial statements will be certified by IFTC's
certified public accountants.

E. IFTC represents and agrees that it will use all
reasonable efforts to keep current on the trends
of the investment company industry relating to
shareholder services and will use all reasonable
efforts to continue to modernize and improve its
system without additional cost to Fund.

F. IFTC will permit Fund and its authorized
representatives to make periodic inspections of
its operations at reasonable times during
business hours.

G. If IFTC is prevented from complying, either
totally or in part, with any of the terms or
provisions of this Agreement, by reason of fire,
flood, storm, strike, lockout or other labor
trouble, riot, war, rebellion, accidents, acts of
God, equipment, utility or transmission failure
or damage, and/or any other cause or casualty
beyond the reasonable control of IFTC, whether
similar to the foregoing matters or not, then
upon written notice to Fund, the requirements of
this Agreement that are affected by such
disability, to the extent so affected, shall be
suspended during the period of such disability;
provided, however, that IFTC shall make
reasonable effort to remove such disability as
soon as possible. During such period, Fund may
seek alternate sources of service without
liability hereunder; and IFTC will use all
reasonable efforts to assist Fund to obtain
alternate sources of service. IFTC shall have no
liability to Fund for nonperformance because of
the reasons set forth in this Section 8.G; but if
a disability that, in Fund's reasonable belief,
materially affects IFTC's ability to perform its
obligations under this Agreement continues for a
period of 30 days, then Fund shall have the right
to terminate this Agreement upon 10 days written
notice to IFTC.

9. Adjustment.
----------

In case of any recapitalization, readjustment or
other change in the structure of Fund requiring a
change in the form of share certificates, IFTC will
issue or register certificates in the new form in
exchange for, or in transfer of, the outstanding

<PAGE> 9

certificates in the old form, upon receiving the
following:

A. Written instructions from an officer of Fund.

B. Certified copy of any amendment to the Agreement
and Declaration of Trust or other document
effecting the change.

C. Certified copy of any order or consent of each
governmental or regulatory authority required by
law for the issuance of the shares in the new
form, and an opinion of counsel that no order or
consent of any other government or regulatory
authority is required.

D. Specimens of the new certificates in the form
approved by the Board of Trustees of Fund, with a
certificate of the Secretary of Fund as to such
approval.

E. Opinion of counsel for Fund:

(1) With respect to the status of the shares of
Fund in the new form under the Securities Act
of 1933, and any other applicable federal or
state laws.

(2) To the effect that the issued shares in the
new form are, and all unissued shares will be
when issued, validly issued, fully paid and
non-assessable.

10. Share Certificates.
------------------

Fund will furnish IFTC with a sufficient supply of
blank share certificates and from time to time will
renew such supply upon the request of IFTC. Such
certificates will be signed manually or by facsimile
signatures of the officers of Fund authorized by law
and Fund's Bylaws to sign share certificates and, if
required, will bear the trust seal or facsimile
thereof.

11. Death, Resignation or Removal of Signing Officer.
------------------------------------------------

Fund will file promptly with IFTC written notice of
any change in the officers authorized to sign share
certificates, written instructions or requests,
together with two signature cards bearing the

<PAGE> 10

specimen signature of each newly authorized officer,
all as certified by an appropriate officer of the
Fund. In case any officer of Fund who will have
signed manually or whose facsimile signature will
have been affixed to blank share certificates will
die, resign, or be removed prior to the issuance of
such certificates, IFTC may issue or register such
share certificates as the share certificates of Fund
notwithstanding such death, resignation, or removal,
until specifically directed to the contrary by Fund
in writing. In the absence of such direction, Fund
will file promptly with IFTC such approval, adoption,
or ratification as may be required by law.

12. Future Amendments of Agreement and Declaration of
-------------------------------------------------
Trust and Bylaws.
----------------

Fund will promptly file with IFTC copies of all
material amendments to its Agreement and Declaration
of Trust and Bylaws and Registration Statement made
after the date of this Agreement.

13. Instructions, Opinion of Counsel and Signatures.
-----------------------------------------------

At any time IFTC may apply to any officer of Fund for
instructions, and may consult with legal counsel for
Fund at the expense of Fund, or with its own legal
counsel at its own expense, with respect to any
matter arising in connection with the agency; and it
will not be liable for any action taken or omitted by
it in good faith in reliance upon such instructions
or upon the opinion of such counsel. IFTC is
authorized to act on the orders, directions or
instructions of such persons as the Board of Trustees
of Fund shall from time to time designate by
resolution. IFTC will be protected in acting upon
any paper or document, including any orders,
directions or instructions, reasonably believed by it
to be genuine and to have been signed by the proper
person or persons; and IFTC will not be held to have
notice of any change of authority of any person so
authorized by Fund until receipt of written notice
thereof from Fund. IFTC will also be protected in
recognizing share certificates that it reasonably
believes to bear the proper manual or facsimile
signatures of the officers of Fund, and the proper
countersignature of any former Transfer Agent or
Registrar, or of a Co-Transfer Agent or Co-Registrar.

<PAGE> 11

14. Papers Subject to Approval of Counsel.
-------------------------------------

The acceptance by IFTC of its appointment as Transfer
Agent and Dividend Disbursing Agent, and all
documents filed in connection with such appointment
and thereafter in connection with the agencies, will
be subject to the approval of legal counsel for IFTC,
which approval will not be unreasonably withheld.

15. Certification of Documents.
--------------------------

The required copy of the Agreement and Declaration of
Trust of Fund and copies of all amendments thereto
will be certified by the appropriate official of The
Commonwealth of Massachusetts; and if such Agreement
and Declaration of Trust and amendments are required
by law to be also filed with a county, city or other
officer or official body, a certificate of such
filing will appear on the certified copy submitted to
IFTC. A copy of the order or consent of each
governmental or regulatory authority required by law
for the issuance of Fund shares will be certified by
the Secretary or Clerk of such governmental or
regulatory authority, under proper seal of such
authority. The copy of the Bylaws and copies of all
amendments thereto and copies of resolutions of the
Board of Trustees of Fund will be certified by the
Secretary or an Assistant Secretary of Fund.

16. Records.
-------

IFTC will maintain customary records in connection
with its agency, and particularly will maintain those
records required to be maintained pursuant to sub-
paragraph (2)(iv) of paragraph (b) of Rule 31a-1
under the Investment Company Act of 1940, if any.

17. Disposition of Books, Records and Cancelled
-------------------------------------------
Certificates.
------------

IFTC will send periodically to Fund, or to where
designated by the Secretary or an Assistant Secretary
of Fund, all books, documents, and all records no
longer deemed needed for current purposes and share
certificates which have been cancelled in transfer or
in exchange, upon the understanding that such books,
documents, records, and share certificates will not

<PAGE> 12

be destroyed by Fund without the consent of IFTC
(which consent will not be unreasonably withheld),
but will be safely stored for possible future
reference.

18. Provisions Relating to IFTC as Transfer Agent.
---------------------------------------------

A. IFTC will make original issues of share
certificates upon written request of an officer
of Fund and upon being furnished with a certified
copy of a resolution of the Board of Trustees
authorizing such original issue, an opinion of
counsel as outlined in Section 1.G or 9.E of this
Agreement, the certificates required by Section
10 of this Agreement and any other documents
required by Section 1 or 9 of this Agreement.

B. Before making any original issue of certificates,
Fund will furnish IFTC with sufficient funds to
pay any taxes required on the original issue of
the shares. Fund will furnish IFTC such evidence
as may be required by IFTC to show the actual
value of the shares. If no taxes are payable,
IFTC will upon request be furnished with an
opinion of outside counsel to that effect.

C. Shares will be transferred and new certificates
issued in transfer, or shares accepted for
redemption and funds remitted therefor, upon
surrender of the old certificates in form deemed
by IFTC properly endorsed for transfer or
redemption accompanied by such documents as IFTC
may deem necessary to evidence the authority of
the person making the transfer or redemption, and
bearing satisfactory evidence of the payment of
any applicable share transfer taxes. IFTC
reserves the right to refuse to transfer or
redeem shares until it is satisfied that the
endorsement or signature on the certificate or
any other document is valid and genuine, and for
that purpose it may require a guarantee of
signature by such persons as may from time to
time be specified in the prospectus related to
such shares or otherwise authorized by Fund.
IFTC also reserves the right to refuse to
transfer or redeem shares until it is satisfied
that the requested transfer or redemption is
legally authorized, and it will incur no
liability for the refusal in good faith to make
transfers or redemptions which, in its judgment,
are improper, unauthorized, or otherwise not

<PAGE> 13

rightful. IFTC may, in effecting transfers or
redemptions, rely upon Simplification Acts or
other statutes which protect it and Fund in not
requiring complete fiduciary documentation.

D. When mail is used for delivery of share
certificates, IFTC will forward share
certificates in "nonnegotiable" form as provided
by Fund by first class mail, all such mail
deliveries to be covered while in transit to the
addressee by insurance arranged for by IFTC.

E. IFTC will issue and mail subscription warrants
and certificates provided by Fund and
representing share dividends, exchanges or split-
ups, or act as Conversion Agent upon receiving
written instructions from any officer of Fund and
such other documents as IFTC deems necessary.

F. IFTC will issue, transfer, and split-up
certificates upon receiving written instructions
from an officer of Fund and such other documents
as IFTC may deem necessary.

G. IFTC may issue new certificates in place of
certificates represented to have been lost,
destroyed, stolen or otherwise wrongfully taken,
upon receiving indemnity satisfactory to IFTC,
and may issue new certificates in exchange for,
and upon surrender of, mutilated certificates.
Any such issuance shall be in accordance with the
provisions of law governing such matter and any
procedures adopted by the Board of Trustees of
the Fund of which IFTC has notice.

H. IFTC will supply a shareholder's list to Fund
properly certified by an officer of IFTC for any
shareholder meeting upon receiving a request from
an officer of Fund. It will also supply lists at
such other times as may be reasonably requested
by an officer of Fund.

I. Upon receipt of written instructions of an
officer of Fund, IFTC will address and mail
notices to shareholders.

J. In case of any request or demand for the
inspection of the share books of Fund or any
other books of Fund in the possession of IFTC,
IFTC will endeavor to notify Fund and to secure
instructions as to permitting or refusing such
inspection. IFTC reserves the right, however, to

<PAGE> 14

exhibit the share books or other books to any
person in case it is advised by its counsel that
it may be held responsible for the failure to
exhibit the share books or other books to such
person.

19. Provisions Relating to Dividend Disbursing Agency.
-------------------------------------------------

A. IFTC will, at the expense of Fund, provide a
special form of check containing the imprint of
any device or other matter desired by Fund. Said
checks must, however, be of a form and size
convenient for use by IFTC.

B. If Fund wants to include additional printed
matter, financial statements, etc., with the
dividend checks, the same will be furnished to
IFTC within a reasonable time prior to the date
of mailing of the dividend checks, at the expense
of Fund.

C. If Fund wants its distributions mailed in any
special form of envelopes, sufficient supply of
the same will be furnished to IFTC but the size
and form of said envelopes will be subject to the
approval of IFTC. If stamped envelopes are used,
they must be furnished by Fund; or, if postage
stamps are to be affixed to the envelopes, the
stamps or the cash necessary for such stamps must
be furnished by Fund.

D. IFTC will maintain one or more deposit accounts
as Agent for Fund, into which the funds for
payment of dividends, distributions, redemptions
or other disbursements provided for hereunder
will be deposited, and against which checks will
be drawn.

20. Termination of Agreement.
------------------------

A. This Agreement may be terminated by either party
upon sixty (60) days prior written notice to the
other party.

B. Fund, in addition to any other rights and
remedies, shall have the right to terminate this
Agreement forthwith upon the occurrence at any
time of any of the following events:

<PAGE> 15

(1) Any interruption or cessation of operations
by IFTC or its assigns which materially
interferes with the business operation of
Fund.

(2) The bankruptcy of IFTC or its assigns or the
appointment of a receiver for IFTC or its
assigns.

(3) Any merger, consolidation or sale of
substantially all the assets of IFTC or its
assigns.

(4) The acquisition of a controlling interest in
IFTC or its assigns, by any broker, dealer,
investment adviser or investment company
except as may presently exist.

(5) Failure by IFTC or its assigns to perform its
duties in accordance with this Agreement,
which failure materially adversely affects
the business operations of Fund and which
failure continues for thirty (30) days after
written notice from Fund.

(6) The registration of IFTC or its assigns as a
transfer agent under the Securities Exchange
Act of 1934 is revoked, terminated or
suspended for any reason.

C. In the event of termination, Fund will promptly
pay IFTC all amounts due to IFTC hereunder. Upon
termination of this Agreement, IFTC shall deliver
all shareholder and account records pertaining to
Fund either to Fund or as directed in writing by
Fund.

21. Assignment.
----------

A. Except for the assignment of responsibilities
pursuant to the Services Agreement ("Services
Agreement") between IFTC and Kemper Service
Company ("KSVC"), which Fund has approved,
neither this Agreement nor any rights or
obligations hereunder may be assigned by IFTC
without the written consent of Fund; provided,
however, no assignment will relieve IFTC of any
of its obligations hereunder.

B. This Agreement including, without limitation, the
provisions of Section 7 will inure to the benefit

<PAGE> 16

of and be binding upon the parties and their
respective successors and assigns including KSVC
pursuant to the aforesaid Services Agreement.

C. KSVC is authorized by Fund to use the system
services of DST Systems, Inc.

22. Confidentiality.
---------------

A. Except as provided in the last sentence of
Section 18.J hereof, or as otherwise required by
law, IFTC will keep confidential all records of
and information in its possession relating to
Fund or its shareholders or shareholder accounts
and will not disclose the same to any person
except at the request or with the consent of
Fund.

B. Except as otherwise required by law, Fund will
keep confidential all financial statements and
other financial records (other than statements
and records relating solely to Fund's business
dealings with IFTC) and all manuals, systems and
other technical information and data, not
publicly disclosed, relating to IFTC's operations
and programs furnished to it by IFTC pursuant to
this Agreement and will not disclose the same to
any person except at the request or with the
consent of IFTC. Notwithstanding anything to the
contrary in this Section 22.B, if an attempt is
made pursuant to subpoena or other legal process
to require Fund to disclose or produce any of the
aforementioned manuals, systems or other
technical information and data, Fund shall give
IFTC prompt notice thereof prior to disclosure or
production so that IFTC may, at its expense,
resist such attempt.

23. Survival of Representations and Warranties.
------------------------------------------

All representations and warranties by either party
herein contained will survive the execution and
delivery of this Agreement.

24. Miscellaneous.
-------------

A. This Agreement is executed and delivered in the
State of Illinois and shall be governed by the
laws of said state (except as to Section 24.G

<PAGE> 17

hereof which shall be governed by the laws of The
Commonwealth of Massachusetts).

B. No provisions of this Agreement may be amended or
modified in any manner except by a written
agreement properly authorized and executed by
both parties hereto.

C. The captions in this Agreement are included for
convenience of reference only, and in no way
define or limit any of the provisions hereof or
otherwise affect their construction or effect.

D. This Agreement shall become effective as of the
date hereof.

E. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be
deemed an original but all of which together
shall constitute one and the same instrument.

F. If any part, term or provision of this Agreement
is held by the courts to be illegal, in conflict
with any law or otherwise invalid, the remaining
portion or portions shall be considered severable
and not be affected, and the rights and
obligations of the parties shall be construed and
enforced as if the Agreement did not contain the
particular part, term or provision held to be
illegal or invalid.

G. All parties hereto are expressly put on notice of
Fund's Agreement and Declaration of Trust which
is on file with the Secretary of The Commonwealth
of Massachusetts, and the limitation of
shareholder and trustee liability contained
therein. This Agreement has been executed by and
on behalf of Fund by its representatives as such
representatives and not individually, and the
obligations of Fund hereunder are not binding
upon any of the Trustees, officers or
shareholders of the Fund individually but are
binding upon only the assets and property of
Fund. With respect to any claim by IFTC for
recovery of that portion of the compensation and
expenses (or any other liability of Fund arising
hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms
hereof or otherwise, IFTC shall have recourse
solely against the assets of that Portfolio to
satisfy such claim and shall have no recourse

<PAGE> 18

against the assets of any other Portfolio for
such purpose.

H. This Agreement, together with the Fee Schedule,
is the entire contract between the parties
relating to the subject matter hereof and
supersedes all prior agreements between the
parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their respective duly authorized officer as of
the day and year first set forth above.

INVESTORS CASH TRUST

By /s/ Gerald M. Cole
--------------------------------
Title: Vice President
----------------------------

ATTEST:

/s/ Philip J. Collora
-----------------------------
Title: Vice President & Assist. Secretary
------------------------------------

INVESTORS FIDUCIARY TRUST COMPANY

By /s/ R. A. Winegar
--------------------------------
Title: Chief Oper. Officer
----------------------------

ATTEST:

/s/ Cheryl Naegler
-----------------------------
Title: Asst. Sec.
-----------------------

<PAGE> 19

EXHIBIT A
---------

FEE SCHEDULE
------------
<TABLE>
<CAPTION>
Transfer Agency Function Fee Payable by Fund
------------------------ -------------------
<S> <C>
1. Maintenance of open shareholder $13.00 per year per
account account.

2. Maintenance of closed shareholder $6.00 per year per
account account.

</TABLE>

The out-of-pocket expenses of IFTC will be reimbursed by Fund
in accordance with the provisions of paragraph 5 of the
Agency Agreement.

<PAGE> 20

EXHIBIT B
---------

IFTC INSURANCE COVERAGE
-----------------------

DESCRIPTION OF POLICY:

Brokers Blanket Bond, Standard Form 14
Covering losses caused by dishonesty of employees,
physical loss of securities on or outside of premises
while in possession of authorized person, loss caused
by forgery or alteration of checks or similar
instruments.

Errors and Omissions Insurance
Covering replacement of destroyed records and
computer errors and omissions.

Special Forgery Bond
Covering losses through forgery or alteration of
checks or drafts of customers processed by insured
but drawn on or against them.

Mail Insurance (applies to all full service operations)
Provides indemnity for the following types of
securities lost in the mails:

Non-negotiable securities mailed to domestic
locations via registered mail.

Non-negotiable securities mailed to domestic
locations via first-class or certified mail.

Non-negotiable securities mailed to foreign
locations via registered mail.

Negotiable securities mailed to all locations via
registered mail.

<PAGE> 1
EXHIBIT 99.B9.(b)

Supplement to Agency Agreement
------------------------------

Supplement to Agency Agreement ("Supplement") made as of April 1,
1991 by and between the registered investment company executing
this document (the "Fund") and Investors Fiduciary Trust Company
("Agent").

WHEREAS, the Fund and Agent are parties to an Agency Agreement
("Agency Agreement") dated September 21, 1990;

WHEREAS, Section 5.A. of the Agency Agreement provides that the
fees payable by the Fund to Agent thereunder shall be as set
forth in a separate schedule to be agreed to by the Fund and
Agent; and

WHEREAS, the parties desire to reflect in this Supplement the
revised fee schedule for the Agency Agreement as in effect as of
the date hereof;

NOW THEREFORE, in consideration of the premises and the mutual
covenants herein provided, the parties agree as follows:

1. The revised fee schedule for services provided by Agent
to the Fund under the Agency Agreement as in effect as of the
date hereof is set forth in the attachment hereto.

2. This Supplement shall become a part of the Agency
Agreement and subject to its terms and shall supersede all
previous fee schedules under such agreement as of the date
hereof.

<PAGE> 2

IN WITNESS WHEREOF, the Fund and Agent have duly executed this
Supplement as of the date and year first set forth above.

INVESTORS CASH TRUST

By: /s/ Gerald M. Cole
_______________________________
Title: Vice President

ATTEST:
/s/ Philip J. Collora
-------------------------------
Title: Vice President & Asst. Secretary

INVESTORS FIDUCIARY TRUST COMPANY

By: /s/ G.J. Wingerter
--------------------------------
Title: Executive Vice President

ATTEST:
/s/ Cheryl Naegler
_______________________________
Title: Asst. Secretary

<PAGE> 3

EXHIBIT A
---------

FEE SCHEDULE
------------
<TABLE>
<CAPTION>

Transfer Agency Function Fee Payable by Fund
------------------------ -------------------
<S> <C>
1. Maintenance of open shareholder $13.00 per year per
account. account

2. Maintenance of closed shareholder $6.00 per year per
account. account

3. Disaster recovery fee. $.40 per year per open
and closed account.
</TABLE>

The out-of-pocket expenses of IFTC will be reimbursed by Fund in
accordance with the provisions of Section 5 of the Agency
Agreement.

As reflected in Section 21 of the Agency Agreement, the
responsibilities of IFTC under the Agency Agreement have been
assigned to Kemper Service Company ("KSVC"). KSVC will, from
time to time, enter into Omnibus Account Services Agreements
("Omnibus Agreements") with one or more financial services firms
("Firms") that will maintain shares of the Fund owned by their
clients ("client-shareholders") in one or more "street-name" or
"omnibus" accounts ("omnibus accounts") on the books of KSVC and
will provide recordkeeping and other services with respect to the
accounts of such client-shareholders. For services provided
under the Omnibus Agreements, KSVC will provide compensation to
the Firms. For purposes of determining the fees payable by the
Fund to IFTC under the Agency Agreement relating to such omnibus
accounts, the fees noted above for maintenance of open and closed
shareholder accounts (but not for disaster recovery) will be
based upon the number of client shareholder accounts on the
records of the Firms maintaining shares in such omnibus accounts.

<PAGE> 1
EXHIBIT 99.B9.(c)

Second Supplement to Agency Agreement
-------------------------------------

Second Supplement to Agency Agreement ("Second Supplement")
made as of October 1, 1992 by and between the registered
investment company executing this document (the "Fund") and
Investors Fiduciary Trust Company ("Agent").

WHEREAS, the Fund and Agent are parties to an Agency
Agreement ("Agency Agreement") dated September 21, 1990 and
amended by a Supplement to Agency Agreement dated April 1, 1991;

WHEREAS, Section 5.A. of the Agency Agreement provides that
the fees payable by the Fund to Agent thereunder shall be as set
forth in a separate schedule to be agreed to by the Fund and
Agent; and

WHEREAS, the parties desire to reflect in this Second
Supplement the revised fee schedule for the Agency Agreement as
in effect as of the date hereof;

NOW THEREFORE, in consideration of the premises and the
mutual covenants herein provided, the parties agree as follows:

1. The revised fee schedule for services provided by Agent
to the Fund under the Agency Agreement as in effect as of the
date hereof is set forth in the attachment hereto.

2. This Second Supplement shall become a part of the
Agency Agreement and subject to its terms and shall supersede all
previous fee schedules under such agreement as of the date
hereof.

<PAGE> 2

IN WITNESS WHEREOF, the Fund and Agent have duly executed this
Second Supplement as of the date and year first set forth above.

INVESTORS CASH TRUST

By: /s/ Gerald M. Cole
------------------------------
Title:

ATTEST:
/s/ Philip J. Collora
-----------------------------
Title: Assist. Secretary

INVESTORS FIDUCIARY TRUST COMPANY

By: /s/ R.A. Winegar
------------------------------
Title: Executive Vice President

ATTEST:
/s/ Marvin E. Rau
-----------------------------
Title: Assistant Secretary

<PAGE> 3

EXHIBIT A
---------

FEE SCHEDULE
------------
<TABLE>
<CAPTION>

Transfer Agency Function Fee Payable by Fund
------------------------ -------------------
<S> <C>
1. Maintenance of open shareholder $13.00 per year per
account. account

2. Maintenance of closed shareholder $6.00 per year per
account. account

3. Disaster recovery fee. $.40 per year per open
and closed account.
</TABLE>

The out-of-pocket expenses of IFTC will be reimbursed by Fund in
accordance with the provisions of Section 5 of the Agency
Agreement.

Additional Provisions Regarding Omnibus Accounts
------------------------------------------------

As reflected in Section 21 of the Agency Agreement, there will be
an assignment of the responsibilities of IFTC under the Agreement
to Kemper Service Company ("KSVC"). It is anticipated that KSVC
will enter into Omnibus Account Services Agreements ("Omnibus
Agreements") with one or more financial services firms ("Firms")
that will maintain shares of the Fund owned by their clients
("client-shareholders") in one or more "street-name" or "omnibus"
accounts ("omnibus accounts") on the books of KSVC and will
provide recordkeeping and other services with respect to the
accounts of such client-shareholders. For services provided
under the Omnibus Agreements, KSVC will provide compensation to
the Firms. The Fund will reimburse IFTC, who will in turn
reimburse KSVC, for compensation paid to Firms by KSVC under the
Omnibus Agreements up to a maximum of .25 of 1% of the average
daily net assets of the Fund maintained and serviced by such
Firms plus out-of-pocket expenses. In addition, if KSVC provides
support services for the checkwriting redemption privilege
offered to the client-shareholders of a particular Firm, the Fund
will pay to IFTC, who will in turn pay to KSVC, for such support
services a fee of $4.00 per year per client-shareholder open
account as reflected on the books of such Firm.

<PAGE> 1
EXHIBIT 99.B9.(d)

ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT

AGREEMENT made this 1st day of October, 1991, by and between
INVESTORS CASH TRUST, a Massachusetts business trust (the
"Fund"), and KEMPER FINANCIAL SERVICES, INC., a Delaware
corporation ("KFS").

In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto
as follows:

1. The Fund hereby appoints KFS to act as administrator
for the Fund to provide information and administrative services
for the benefit of the Fund and its shareholders. In this
regard, KFS shall appoint various broker-dealer firms and other
financial services firms ("Firms") to provide administrative
services for their clients through the Fund. The Firms shall
provide such office space and equipment, telephone facilities and
personnel as is necessary or beneficial for providing information
and services to shareholders of the Fund and to assist the Fund's
shareholder service agent in servicing accounts of the Firm's
clients who own Fund shares ("clients"). Such services and
assistance may include, but are not limited to, establishment and
maintenance of shareholder accounts and records, processing
purchase and redemption transactions, automatic investment in
Fund shares of client account cash balances, answering routine
client inquiries regarding the Fund, assistance to clients in
changing dividend options, account designations and addresses,
and such other services as the Fund or KFS may reasonably
request. KFS may also provide some of the above services for the
Fund directly.

KFS accepts such appointment and agrees during the term
hereof to render such services and to assume the obligations
herein set forth for the compensation herein provided. KFS shall
for all purposes herein provided be deemed to be an independent
contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
KFS, by separate agreement with the Fund, may also serve the Fund
in other capacities. The services of KFS to the Fund under this
Agreement are not to be deemed exclusive, and KFS shall be free
to render similar services or other services to others.

As noted above, in carrying out its duties and
responsibilities hereunder, KFS will appoint various Firms to
provide administrative and other services described herein
directly to or for the benefit of shareholders of the Fund who

<PAGE> 2

may be clients of such Firms. Such Firms shall at all times be
deemed to be independent contractors retained by KFS and not the
Fund. KFS and not the Fund will be responsible for the payment
of compensation to such Firms for such services. The services
agreements between KFS and such Firms shall be substantially in
the form attached hereto as Appendix I. In the discretion of
KFS, the fee schedule for any specific Firm may be varied from
that set forth in Appendix I.

2. For the services and facilities described in Section 1,
the Fund will pay to KFS at the end of each calendar month an
administrative services fee computed at an annual rate of .15 of
1% of the average daily net assets of the Fund. For the month
and year in which this Agreement becomes effective or terminates,
there shall be an appropriate proration on the basis of the
number of days that the Agreement is in effect during such month
and year, respectively.

The net asset value for each series of shares ("Portfolio")
of the Fund shall be calculated in accordance with the provisions
of the Fund's current prospectus. On each day when net asset
value is not calculated, the net asset value of a share of any
Portfolio shall be deemed to be the net asset value of such a
share as of the close of business on the last day on which such
calculation was made for the purpose of the foregoing
computations.

3. The Fund shall assume and pay all charges and expenses
of its operations not specifically assumed or otherwise to be
provided by KFS under this Agreement.

4. This Agreement may be terminated at any time without
the payment of any penalty by the Fund or by KFS on sixty (60)
days written notice to the other party. Termination of this
Agreement shall not affect the right of KFS to receive payments
on any unpaid balance of the compensation described in Section 2
hereof earned prior to such termination.

5. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.

6. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.

7. All parties hereto are expressly put on notice of the
Fund's Agreement and Declaration of Trust and all amendments
thereto, all of which are on file with the Secretary of The
Commonwealth of Massachusetts, and the limitation of shareholder
and trustee liability contained therein. This Agreement has been

<PAGE> 3

executed by and on behalf of the Fund by its representatives as
such representatives and not individually, and the obligations of
the Fund hereunder are not binding upon any of the trustees,
officers or shareholders of the Fund individually but are binding
upon only the assets and property of the Fund. With respect to
any claim by KFS for recovery of that portion of the
administrative services fees (or any other liability of the Fund
arising hereunder) allocated to a particular Portfolio, whether
in accordance with the express terms hereof or otherwise, KFS
shall have recourse solely against the assets of that Portfolio
to satisfy such claim and shall have no recourse against the
assets of any other Portfolio for such purpose.

8. This Agreement shall be construed in accordance with
applicable federal law and (except as to Section 7 hereof which
shall be construed in accordance with the laws of The
Commonwealth of Massachusetts) the laws of the State of Illinois.

9. This Agreement is the entire contract between the
parties relating to the subject matter hereof and supersedes all
prior agreements between the parties relating to the subject
matter hereof.

IN WITNESS WHEREOF, the Fund and KFS have caused this
Agreement to be executed as of the day and year first above
written.

INVESTORS CASH TRUST KEMPER FINANCIAL SERVICES, INC.

By: /s/ Gerald M. Cole By: /s/ Robert Jackson
---------------------- ----------------------------
Title: V.P. Title: Senior Exec. V.P. & CFO

<PAGE> 4

Appendix I
----------

SERVICES AGREEMENT

AGREEMENT made this ____ day of _________________ between
KEMPER FINANCIAL SERVICES, INC. ("KFS"), as administrator for
INVESTORS CASH TRUST (the "Fund") pursuant to the Administration
and Shareholder Services Agreement ("Administration Agreement"),
and ____________________________ (the "Firm").

In consideration of the mutual covenants hereinafter
contained, the parties agree as follows:

1. KFS hereby appoints the Firm to provide administrative
services for its clients through the Fund. The Firm shall
provide such office space and equipment, telephone facilities and
personnel as is necessary or beneficial for providing information
and services to shareholders, and to assist the Fund's
shareholder service agent in servicing accounts of the Firm's
clients who own Fund shares ("clients"). Such services and
assistance may include, but are not limited to, establishment and
maintenance of shareholder accounts and records, processing
purchase and redemption transactions, automatic investment in
Fund shares of client account cash balances, answering routine
client inquiries regarding the Fund, assistance to clients in
changing dividend options, account designations and addresses,
and such other services as KFS may reasonably request.

The Firm shall provide such security as is necessary to
prevent unauthorized use of any on-line computer facilities. The
Firm agrees to release, indemnify and hold harmless the Fund and
KFS, and their respective agents and representatives, from any
and all direct or indirect liabilities or losses resulting from
requests, directions, actions or inactions of or by the Firm, its
officers, employees or agents regarding the purchase, redemption,
transfer or registration of Fund shares for accounts of the Firm,
its clients and other shareholders. Principals of the Firm will
be available to consult from time to time with KFS concerning the
administration of, and the performance of the services
contemplated by, this Agreement.

The Firm accepts such appointment and agrees during such
period to render such services and to assume the obligations
herein set forth for the compensation herein provided. The Firm
shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent
the Fund or KFS in any way or otherwise be deemed an agent of the
Fund or KFS.

<PAGE> 5

2. For the services and facilities described in Section 1,
KFS will pay a fee to the Firm after the end of each month at the
annual rate of .15 of 1% of the average aggregate daily net asset
value of shares of the Fund in the accounts for which the Firm
provides services.

In computing the Firm's fee, one-twelfth of the applicable fee
rate shall be applied to the average aggregate daily net asset
value of shares of the Fund in accounts for which the Firm
provides services for the month in question. Each month's fee
shall be determined independently of every other month's fee.
KFS may in its sole discretion from time to time pay additional
amounts to the Firm, either on the basis of a percentage of the
average aggregate daily net asset value of shares of the Fund in
accounts serviced by such Firm or as fixed dollar amounts. For
the month in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis
of the number of days that the Agreement is in effect during the
month. The fee schedule may be modified or supplemented from
time to time by KFS by notice to the Firm.

3. This Agreement shall become effective on the date
hereof and shall continue in effect until terminated. This
Agreement shall automatically terminate in the event of its
assignment and upon any termination of the Administration
Agreement. It may be terminated at any time by the Firm or by
KFS on thirty (30) days written notice.

4. The Firm acknowledges that KFS may enter into similar
agreements with others without the consent of this Firm.

5. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be affected thereby.

6. All communications to KFS shall be sent to 120 South
LaSalle Street, Chicago, Illinois 60603. Any notice to the Firm
shall be duly given if mailed or telegraphed to the address
specified below. This Agreement shall be construed in accordance
with the laws of Illinois.

<PAGE> 6

7. This Agreement is the entire contract between the
parties relating to the subject matter hereof and supersedes all
prior agreements between the parties relating to the subject
matter hereof.

THE FIRM KEMPER FINANCIAL SERVICES, INC.

By: By:
--------------------------- -----------------------------
Title: Title:
------------------------- --------------------------

Firm's Address:

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

<PAGE> 1
EXHIBIT 99.B9.(e)

AMENDMENT TO ADMINISTRATION AND SHAREHOLDER SERVICES AGREEMENT

Agreement made as of this 1st day of December, 1993, between
INVESTORS CASH TRUST, a Massachusetts business trust (the
"Fund"), and KEMPER FINANCIAL SERVICES, INC., a Delaware
corporation ("KFS").

WHEREAS, the Fund and KFS are parties to an Administration
and Shareholder Services Agreement dated October 1, 1991; and

WHEREAS, the Fund and KFS want to amend the Administration
and Shareholder Services Agreement as hereinafter provided;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants hereinafter contained, it is hereby agreed by
and between the parties as follows:

1. The first paragraph of Section 2 of the Administration
and Shareholder Services Agreement is amended to read in its
entirety as follows:

For the services and facilities described in Section 1,
the Fund will pay to KFS at the end of each calendar
month an administrative services fee computed at an
annual rate of .10 of 1% of the average daily net
assets of the Fund. For the month and year in which
this Agreement becomes effective or terminates, there
shall be an appropriate proration on the basis of the
number of days that the Agreement is in effect during
such month and year, respectively.

2. The Administration and Shareholder Services Agreement
as amended by this Agreement continues in full force and effect
in accordance with its terms and this Agreement is a part
thereof.

<PAGE> 2

IN WITNESS WHEREOF, the Fund and KFS have caused this
Agreement to be executed as of the day and year first above
written.

INVESTORS CASH TRUST

By: /s/ Robert J. Engling
---------------------------
Title:
------------------------

ATTEST:

/s/ Philip J. Collora
--------------------------
Title:
--------------------

KEMPER FINANCIAL SERVICES, INC.

By: /s/ John E. Peters
----------------------------
Title:
-------------------------

ATTEST:

/s/ David F. Dierenfeldt
-------------------------
Title: Asst. Secretary
-------------------

<PAGE> 1
EXHIBIT 99.B9.(f)

ASSIGNMENT AND ASSUMPTION

WHEREAS, Assignor serves as administrator for Investors Cash
Trust, a Massachusetts business trust (the "Fund"), pursuant to
that certain Administrative Services Agreement dated October 1,
1991 by and between Assignor and the Fund, as may have been
amended, (the "Agreement");

WHEREAS, Assignee is a wholly-owned subsidiary of Assignor;

WHEREAS, It has been proposed that the rights, duties and
responsibilities of Assignor under the Agreement be transferred
to and assumed by Assignee;

WHEREAS, The Fund has determined that such transfer of
rights, duties and responsibilities is reasonable and in the best
interests of the Fund and the Fund's shareholders; and

NOW, THEREFORE, in consideration of the covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:

2. Further Assurances. From time to time, at the
request of either party, the other party will execute and deliver
such further instruments of assignment, transfer and assumption
and take such further action as may be required to assign,
transfer and assume the Assigned Rights and Obligations.

3. Applicable Law. This Assignment and Assumption shall
be governed by the laws of the State of Illinois.

4. Amendments. This Assignment and Assumption may only
be amended by the written agreement of the parties.

<PAGE> 2

IN WITNESS WHEREOF, the parties have each caused this
Assignment and Assumption to be executed on its behalf by a duly
authorized officer as of the date first written above.

KEMPER FINANCIAL SERVICES, INC.

By: /s/ Patrick H. Dudasik
---------------------------
Its: Senior Vice President

KEMPER DISTRIBUTORS, INC.

By: /s/ James L. Greenawalt
---------------------------
Its: Executive Vice President

The undersigned hereby acknowledges and consents to the foregoing
Assignment and Assumption as of February 1, 1995.

INVESTORS CASH TRUST

By: /s/ John E. Peters
------------------------------
Its: Vice President

-2-

<PAGE> 1
EXHIBIT 99.b11

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Financial
Highlights" and "Independent Auditors and Reports to Shareholders" and to the
use of our report dated May 26, 1995 in the Registration Statement (Form N-1A)
and its incorporation by reference in the related Prospectus and Statement of
Additional Information of Cash Account Trust, filed with the Securities and
Exchange Commission in this Post-Effective Amendment No. 5 to the Registration
Statement under the Securities Act of 1933 (Registration No. 33-32476) and this
Amendment No. 6 to the Registration Statement under the Investment Company Act
of 1940 (Registration No. 811-5970).

/s/ ERNST & YOUNG LLP

Chicago, Illinois
July 24, 1995

<PAGE> 1
EXHIBIT 99.B16.

EXHIBIT OF PERFORMANCE CALCULATIONS

This exhibit reflects the calculation of certain performance figures
that appear under "Performance" in the Part B Statement of Additional
Information ("Part B") of Investors Cash Trust (the "Fund").

1. Formula. A Portfolio's seven-day current yield quotation is based on
a seven-day period and is calculated as follows. The first calculation is
net investment income per share, which is accrued interest on portfolio
securities, plus or minus amortized discount or premium (excluding market
discount), 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 ("seven-day base period return"). The result is then divided by 7
and multiplied by 365 and the resulting yield figure is carried to the
nearest one-hundredth of one percent. Realized capital gains or losses and
unrealized appreciation or depreciation of investments are not included in
the calculation.

A Portfolio's seven-day effective yield is determined by taking the base
period return (calculated as described above) and calculating the effect of
assumed compounding. The formula for the effective yield
is: 365/7
(seven-day base period return + 1) - 1.

A Portfolio's thirty-day yield is calculated similarly to seven-day yield
except that a thirty-day base period return is used and the base period
return is divided by 30, multiplied by 365 and carried to the nearest one-
hundredth of one percent.

The formula for a Portfolio's thirty-day effective yield is
365/30
(thirty-day base period return + 1) - 1.

2. Performance Reflected. The representative yield calculations reflected
herein are for the seven- and thirty-day periods ended March 31, 1991 for
the Government Securities Portfolio.

3. Seven-day Yield. First, net investment income per share for the last
day of the seven-day period is calculated. The following figures are
provided for this purpose:

a. Accrued interest, including amortization of premium and discount, for
March 31, 1991 equals $8,753.05.

b. Accrued expenses for March 31, 1991 equal $548.00.

c. The number of outstanding shares of record for dividend purposes on
March 31, 1991 equals 50,030,797.81.

<PAGE> 2

Net investment income per share for March 31, 1991 is then calculated as
follows:

Accrued Interest-Accrued Expenses
Net Investment Income Per Share = ---------------------------------
Record Date Shares

$8,753.05 - $548.00
------------------- = $.000164000/Share
50,030,797.81

Net investment income for the other six days in the seven-day period is
then calculated in the same manner. The resulting figures for each of the
seven days in the period are added together to obtain the net investment
income per share for the period as follows:

Net Investment
Date Income Per Share
---- ----------------

March 25, 1991 $.000161022/Share
March 26, 1991 .000163730
March 27, 1991 .000163874
March 28, 1991 .000165586
March 29, 1991 .000164000
March 30, 1991 .000164000
March 31, 1991 .000164000
-----------
TOTAL $.001146212/Share

Then, seven-day base period return is calculated.

Net Investment Income Per Share
Seven-day Base Period Return = -------------------------------
Price Per Share

$.001146212/Share
----------------- = .001146212
$1.00/Share

Then, seven-day yield is calculated.

Seven-day Base Period Return
Yield = ---------------------------- X 365
7

.001146212
= ---------- X 365
7

= .0598

<PAGE> 3

The decimal return is converted to a percentage by multiplying by 100.

.0598 X 100 = 5.98%

4. Seven-day Effective Yield. The seven-day base period return for use in
the formula for seven-day effective yield set forth in Sub-section 1 above
is the same as calculated in Sub-section 3 above.
365/7
Seven-day Effective Yield = (Base Period Return + 1) - 1

365/7
= (.001146212 + 1) - 1

365/7
= (1.001146212) - 1

= 1.0616 - 1

= .0616

The decimal return is converted to a percentage by multiplying by 100.

.0616 X 100 = 6.16%

5. Thirty-day Yield. First, net investment income per share is calculated
for each day in the thirty-day period, as illustrated in Sub-section 3
above. The resulting figures for each of the thirty days are added
together to obtain the net investment income per share for the period as
follows:

Net investment income per share, March 2, 1991 - March 31, 1991 =
$.004941915/Share

Then, the thirty-day base period return is calculated.

Net Investment Income Per Share
Thirty-day Base Period Return = -------------------------------
Price Per Share

$.004941915/Share
----------------- = .004941915
$1.00/Share

Then, thirty-day yield is calculated.

Thirty-day Base Period Return
Thirty-day Yield = ----------------------------- X 365
30

.004941915
= ---------- X 365
30

= .0601

<PAGE> 4

The decimal return is converted to a percentage by multiplying by 100.

.0601 X 100 = 6.01%

4. Thirty-day Effective Yield. The thirty-day base period return for use
in the formula for effective yield is the same as calculated in Subsection
5 above.

365/30
Thirty-day Effective Yield = (Thirty-day Base Period Return + 1) - 1

365/30
= (.004941915 + 1) - 1

365/30
= (1.004941915) - 1

= 1.0618 - 1

= .0618

The decimal return is converted to a percentage by multiplying by 100.

.0618 X 100 = 6.18%

<PAGE> 1
EXHIBIT 99.B24.

POWER OF ATTORNEY
-----------------

The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Investors
Cash Trust.