<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1996.
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. 8 /X/
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 10 /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 Cathy G. O'Kelly
Investors Cash Trust David A. Sturms
120 South LaSalle Street Vedder, Price, Kaufman & Kammholz
Chicago, Illinois 60603 222 North LaSalle Street
(Name and Address of Agent for Service) Chicago, Illinois 60601
</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, 1996
was filed on or about May 29, 1996.
It is proposed that this filing will become effective (check appropriate
box)
/ / immediately upon filing pursuant to paragraph (b)
/X/ on August 1, 1996 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,
Policies and Risk Factors; Investment
Restrictions
5. Management of the Fund.................. Investment Manager and Shareholder Services
5A. Management's Discussion of Fund
Performance............................. Inapplicable
6. Capital Stock and Other Securities...... Investment Objective, Policies and Risk
Factors; Dividends and Taxes; Purchase of
Shares; Capital
Structure
7. Purchase of Securities Being Offered.... Purchase of Shares; Investment Manager and
Shareholder 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 OF CONTENTS
- ---------------------------------------------------------
<TABLE>
<S> <C>
Summary 1
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Summary of Expenses 2
- ------------------------------------------------
Financial Highlights 2
- ------------------------------------------------
Investment Objective, Policies and Risk
Factors 3
- ------------------------------------------------
Investment Restrictions 5
- ------------------------------------------------
Net Asset Value 5
- ------------------------------------------------
Purchase of Shares 6
- ------------------------------------------------
Redemption of Shares 7
- ------------------------------------------------
Dividends and Taxes 9
- ------------------------------------------------
Investment Manager and Shareholder 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 August 1, 1996, 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.
ICT-1 8/96
INVESTORS
CASH
TRUST
PROSPECTUS August 1, 1996
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.
<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, Policies and Risk Factors."
INVESTMENT MANAGER AND SERVICES. Zurich Kemper Investments, Inc. (the
"Adviser") is the investment manager for the Fund and provides the Fund with
continuous professional investment supervision. The Adviser is paid an annual
investment management fee, payable monthly, of .15% of the combined average
daily net assets of each Portfolio. Kemper Distributors, Inc. ("KDI", the
"Underwriter" or the "Administrator"), an affiliate of the Adviser, 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 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 Shareholder 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............................................................... .08% .03%
12b-1 Fees.................................................................... None None
Other Expenses................................................................ .17% .22%
---- ----
Total Operating Expenses...................................................... .25% .25%
==== =====
</TABLE>
<TABLE>
<CAPTION>
1 3 5 10
EXAMPLE 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; please see their materials for details.
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 Shareholder
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,
1996, "Management Fees" would have been .15% and .15% and "Total Operating
Expenses" would have been .32% and .37% 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
2
<PAGE> 6
1996 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 1996 1995 1994 1993 1992 MARCH 31, 1991
-------- -------- ------- ------- ------- ---------------
<S> <C> <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 1.00
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .06 .05 .03 .03 .05 .03
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $1.00 1.00 1.00 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN: 5.74% 4.74 3.00 3.12 5.11 3.62
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses after expense absorption .25% .25 .25 .38 .40 .40
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 5.57% 4.72 2.96 3.13 4.74 6.68
- -----------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS:
Expenses .32% .33 .43 .56 .51 1.12
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 5.50% 4.64 2.78 2.95 4.63 5.96
- -----------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $230,944 176,024 129,611 129,025 104,959 50,031
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
DEC. 17, 1991
YEAR ENDED MARCH 31, TO
TREASURY PORTFOLIO 1996 1995 1994 1993 MARCH 31, 1992
-------- ------- ------ ------ ---------------
<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 .05 .03 .03 .01
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $1.00 1.00 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN: 5.66% 4.69 2.96 3.09 1.10
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
Expenses after expense absorption .25% .25 .23 .37 .40
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 5.48% 4.76 2.92 2.97 3.76
- -----------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS:
Expenses .37% .39 .61 .78 .70
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 5.36% 4.62 2.54 2.56 3.46
- -----------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $101,576 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, POLICIES AND RISK FACTORS
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
3
<PAGE> 7
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.
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 Rule 2a-7, which
allows the Portfolio to consider certain of such instruments as having
maturities shorter than the maturity date on the face of the instrument.
4
<PAGE> 8
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), 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
5
<PAGE> 9
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.
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
6
<PAGE> 10
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.
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 10 days from
receipt by the Fund of the purchase amount. Shareholders may not use expedited
redemption procedures (wire transfer or Redemption Check) until the shares being
redeemed have been owned for at least 10 days and shareholders may not use such
procedures to redeem shares held in certificated form. There is no delay when
shares being redeemed were purchased by wiring Federal Funds.
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. The Fund
or its agents may be liable for any losses, expenses or costs arising out of
fraudulent or unauthorized telephone requests pursuant to these privileges,
unless the Fund or its agents reasonably believe, based upon reasonable
verification procedures, that the telephone instructions are genuine. THE
SHAREHOLDER WILL BEAR THE RISK OF LOSS, including loss resulting from fraudulent
or unauthorized transactions, as long as the reasonable verification procedures
are followed. The verification procedures include recording instructions,
requiring certain identifying information before acting upon instructions and
sending written confirmations.
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
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<PAGE> 11
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.
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 10 days. This
privilege of redeeming shares by telephone request or by written request without
a signature guarantee may not be used to redeem shares held in 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 10 days. Account holders may not use this procedure to redeem
shares held in certificated form. During periods when it is difficult to contact
the
8
<PAGE> 12
Shareholder Service Agent by telephone, it may be difficult to use the expedited
wire transfer 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.
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 10
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 10 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.
The Fund reinvests dividend checks (and future dividends) in shares of the Fund
if checks are returned as undeliverable. Dividends and other distributions in
the aggregate amount of $10 or less are automatically reinvested in shares of
the Fund unless the shareholder requests that such policy not be applied to the
shareholder's account.
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
9
<PAGE> 13
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 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 SHAREHOLDER SERVICES
INVESTMENT MANAGER. Zurich Kemper Investments, Inc. (the "Adviser"), 120 South
LaSalle Street, Chicago, Illinois 60603, 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-six years. The
Adviser and its affiliates provide investment advice and manage investment
portfolios for the Kemper Funds, affiliated insurance companies and other
corporate, pension, profit-sharing and individual accounts representing
approximately $78 billion under management including $13 billion in money market
fund assets. The Adviser acts as investment adviser for 29 open-end and seven
closed-end investment companies, with 76 separate investment portfolios
representing more than 3 million shareholder accounts. The Adviser is an
indirect subsidiary of Zurich Insurance Company, an internationally recognized
company providing services in life and non-life insurance, reinsurance and asset
management.
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
10
<PAGE> 14
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 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. 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, TRANSFER AGENT 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 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.
11
<PAGE> 15
Investors may want to compare a Portfolio's performance to that of various bank
products as reported by BANK RATE MONITORTM, a financial reporting service that
weekly publishes average rates of bank and thrift institution money market
deposit accounts and interest bearing checking accounts or various certificate
of deposit indexes. The performance of a Portfolio also may be compared to that
of U.S. Treasury bills and notes. Certain of these alternative investments may
offer fixed rates of return and guaranteed principal and may be insured. In
addition, investors may want to compare 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.
Information may be quoted 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 June 28, 1996, 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
August 1, 1996
ICT Pro 8/96 [RECYCLED 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 Shareholder Services;
Officers and Trustees
15. Control Persons and Principal Holders of
Securities............................... Officers and Trustees
16. Investment Advisory and Other Services... Investment Manager and Shareholder Services;
Officers and Trustees
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 Shareholder Services
22. Calculations of Performance Data......... Performance
23. Financial Statements..................... Financial Statements
</TABLE>
<PAGE> 18
STATEMENT OF ADDITIONAL INFORMATION
AUGUST 1, 1996
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
August 1, 1996. The prospectus may be obtained without charge from the Fund.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Investment Manager and Shareholder 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 1996 Annual Report to
Shareholders are incorporated herein by reference. The Fund's Annual Report
accompanies this Statement of Additional Information.
ICT 33 8/96
<PAGE> 19
INVESTMENT MANAGER AND SHAREHOLDER SERVICES
INVESTMENT MANAGER. Zurich Kemper Investments, Inc. (the "Adviser") is the
Fund's investment manager. The Adviser is wholly owned by KFS Holding Corp. KFS
Holding Corp. is a more than 90% owned subsidiary of Zurich Holding Company of
America, Inc., which is a wholly owned subsidiary of Zurich Insurance Company,
an internationally recognized company providing services in life and non-life
insurance, reinsurance and asset management. 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) 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 (b) 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 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 the first $200 million of
combined average daily net assets of the Portfolios, .19% of the next $300
million and .15% of the combined average daily net assets of the Portfolios 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 $317,000, $207,000 and $296,000 for the fiscal years ended March 31, 1996,
1995 and 1994, respectively. The Fund incurred investment management fees of
$120,000, $57,000 and $57,000 for the Treasury Portfolio for the fiscal years
ended March 31, 1996, 1995 and 1994, 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 average daily net assets of a Portfolio on an annual basis. For this
B-1
<PAGE> 20
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 these arrangements with respect to a
Portfolio at any time. During the fiscal years ended March 31, 1996, 1995 and
1994, the Adviser waived or absorbed $154,000, $117,000 and $244,000,
respectively, of the Government Securities Portfolio's operating expenses.
During the fiscal years ended March 31, 1996, 1995 and 1994 the Adviser waived
or absorbed $100,000, $53,000 and $103,000, 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 average daily net assets of each Portfolio. Prior to December 1, 1993,
the administrative services fee was .15% 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 average daily net assets and normally
paid firms at an annual rate of .15% of average net assets for accounts
maintained and serviced. During the fiscal years ended March 31, 1996, 1995 and
1994, the Government Securities Portfolio incurred administrative services fees
of $211,000, $138,000 and $182,000, respectively, and the Administrator (or the
Adviser as predecessor to the Administrator) paid $105,000, $69,000 and
$120,000, respectively, as service fees to firms, including $38,000, $57,000 and
$94,000, respectively, paid to firms then affiliated with the Administrator and
the Treasury Portfolio incurred administrative services fees of $80,000, $38,000
and $35,000, respectively, and the Administrator (or the Adviser as predecessor
to the Administrator) paid $40,000, $19,000 and $27,000, respectively, as
service fees to firms, including $9,000, $11,000 and $14,000, respectively, paid
to firms then affiliated with the Administrator.
CUSTODIAN, TRANSFER AGENT 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
B-2
<PAGE> 21
securities bought and sold by the Fund. IFTC is also the transfer agent of the
Fund. Pursuant to a services agreement with IFTC, Kemper Service Company, an
affiliate of the Adviser, serves as "Shareholder Service Agent." 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, 1996, IFTC remitted
shareholder service fees in the amount of $5,000 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 and its affiliates furnish investment management services for the
Kemper Funds and other clients including affiliated insurance companies. These
entities may 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 or its affiliates. When two or more of such clients are
simultaneously engaged in the purchase or sale of the same security through the
same trading facility, 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 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 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.
B-3
<PAGE> 22
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.
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
B-4
<PAGE> 23
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, 1996, the Government Securities
Portfolio's seven-day yield was 5.23% and the Treasury Portfolio's seven-day
yield was 5.15%.
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, 1996, the Government
Securities Portfolio's seven-day effective yield was 5.37% and the Treasury
Portfolio's seven-day effective yield was 5.28%.
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 Financial Data, Inc. Money Fund
Report(R) or Money Market Insight(R) ("IBC Financial Data, Inc."), reporting
services on money market funds. As reported by IBC Financial Data, Inc., 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 Financial Data, Inc. and Lipper reported the following results for the
Portfolios.
IBC FINANCIAL DATA, INC. LIPPER ANALYTICAL SERVICES, INC.
These results are not annualized.
<TABLE>
<CAPTION>
IBC
Financial
Data, Inc. 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
3/26/96........... 5.17% 5.09% 4.88% 3/31/96........... 0.44% 0.42% 0.43%
1 month ended 3 months ended
3/31/96........... 5.19 5.07 4.91 3/31/96........... 1.32 1.25 1.30
<CAPTION>
Lipper
Institutional
U.S. Treasury
Money
Market
Funds
Period Average
- ------------------ -------------
<S> <<C>
7 days ended
3/26/96........... 0.41%
1 month ended
3/31/96........... 1.23
</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 27, 1996............... 2.74% 1.44% 5.17% 5.10%
</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.
B-6
<PAGE> 25
(Normally, a variety of terms are available.) Withdrawal of these deposits prior
to maturity normally will be subject to a penalty. In contrast, shares of 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 birthdates, 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 (6/20/28), Trustee (23), 2000 Financial Center, 7th and Walnut,
Des Moines, Iowa; Member, Belin Harris Lamson McCormick, P.C. (attorneys).
LEWIS A. BURNHAM (1/8/33), Trustee (23), 16410 Avila Boulevard, Tampa, Florida;
Partner, Business Resources Group; formerly, Executive Vice President, Anchor
Glass Container Corporation.
DONALD L. DUNAWAY (3/8/37), Trustee (23), 7515 Pelican Bay Blvd., Naples,
Florida; Retired; formerly, Executive Vice President, A. O. Smith Corporation
(diversified manufacturer).
ROBERT B. HOFFMAN (12/11/36), Trustee (23), 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 (1/17/30), Trustee (23), 1776 Beaver Pond Road, Inverness,
Illinois; Retired; Director, Motorola, Inc. (manufacturer of electronic
equipment and components); formerly, Executive Vice President and Chief
Financial Officer, Motorola, Inc.
DOMINIQUE P. MORAX (10/2/48), Trustee* (36), 120 S. LaSalle Street, Chicago,
Illinois; Member, Extended Corporate Executive Board, Zurich Insurance Company;
Director, the Adviser.
SHIRLEY D. PETERSON (9/3/41), Trustee (23), 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 (7/22/33), Trustee (23), 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 (8/8/44), President and Trustee* (36), 120 S. LaSalle St.,
Chicago, Illinois; President, Chief Executive Officer, Chief Investment Officer
and Director, the Adviser; Director, the Underwriter, Dreman Value Advisors,
Inc. and LTV Corporation.
B-7
<PAGE> 26
J. PATRICK BEIMFORD, JR. (5/25/50), Vice President* (23), 120 South LaSalle
Street, Chicago, Illinois; Executive Vice President and Chief Investment Officer
of Fixed Income Investments, the Adviser.
PHILIP J. COLLORA (11/15/45), Vice President and Secretary* (36), 120 South
LaSalle Street, Chicago, Illinois; Attorney, Senior Vice President and Assistant
Secretary, the Adviser.
JEROME L. DUFFY (6/29/36), Treasurer* (36), 120 South LaSalle Street, Chicago,
Illinois; Senior Vice President, the Adviser.
JOHN E. NEAL (3/9/50), Vice President* (36), 120 South LaSalle Street, Chicago,
Illinois; President, Kemper Funds Group, a unit of the Adviser; Director, the
Adviser, Dreman Value Advisors, Inc. and the Underwriter.
JOHN E. PETERS (11/4/47), Vice President* (36), 120 South LaSalle Street,
Chicago, Illinois; Director and Senior Executive Vice President, the Adviser;
Director and President, the Underwriter.
FRANK J. RACHWALSKI, JR. (3/26/45), Vice President* (9), 120 South LaSalle
Street, Chicago, Illinois; Senior Vice President, the Adviser.
ELIZABETH C. WERTH (10/1/47), Assistant Secretary* (28), 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. 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, 1996 and the total compensation that Kemper
Managed Funds paid to each trustee during the calendar year 1995.
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
COMPENSATION KEMPER MANAGED FUNDS
NAME OF TRUSTEE FROM FUND PAID TO TRUSTEES(3)
------------------------------------------------------ ------------ -----------------------
<S> <C> <C>
David W. Belin(1)..................................... $2,700 $ 149,700
Lewis A. Burnham...................................... 2,500 111,000
Donald L. Dunaway(1).................................. 3,000 151,000
Robert B. Hoffman..................................... 2,500 105,500
Donald R. Jones....................................... 2,600 110,700
Shirley D. Peterson(2)................................ 1,800 44,500
William P. Sommers.................................... 2,400 100,700
</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 Funds--Kemper
Money Market Fund. Total deferred fees and interest accrued for the latest
and all prior fiscal years are $7,900 for Mr. Belin and $8,700 for Mr.
Dunaway from Investors Cash Trust.
(2) Appointed to the Board on June 15, 1995.
(3) Includes compensation for service on the Boards of 23 Kemper funds with 40
fund portfolios.
On June 28, 1996, the trustees and officers as a group owned less than 1% of the
then outstanding shares of each Portfolio. On June 28, 1996, Clark County
Nevada, Treasurer, 225 Bridger Avenue, Las Vegas, Nevada 89101 owned of record
and beneficially 51.45% of the outstanding shares of the Government Securities
Portfolio; and Clark County Nevada, Treasurer, 225 Bridger Avenue, Las Vegas,
Nevada 89101, Wharton County, 100 S. Fulton, Box 606, Wharton, Texas 77488,
First of America--Michigan, P.O. Box 4042, Kalamazoo, Michigan 49003, Angelina
County General Fund, P.O. Box 908, Lufkin, Texas 75902 and Federated Rural
Electric Ins. Co.,
B-8
<PAGE> 27
P.O. Box 15147, Lenexa, Kansas 66285 owned of record and beneficially 37.86%,
10.32%, 9.39%, 7.64% and 7.17%, 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, Kemper U.S. Mortgage Fund, Kemper Short-Intermediate Government Fund,
Kemper Dreman Fund, Inc., Kemper Value+Growth Fund, Kemper Quantitative Equity
Fund, Kemper Horizon Fund and Kemper Europe Fund ("Kemper Mutual Funds") and
certain "Money Market Funds" (Kemper Money Funds, 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 and
Kemper Cash Reserves Fund that were acquired by purchase (not including shares
acquired by dividend reinvestment) are subject to the applicable sales charge on
exchange. Shares purchased by check or through an ACH transaction may not be
exchanged until they have been owned for at least 10 days. In addition, shares
of Kemper Funds, other than a Money Market Fund and Kemper Cash Reserves 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
<TABLE>
<CAPTION>
Investors Cash Trust
- -----------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
March 31, 1996
(Value in thousands)
- -----------------------------------------------------------------------------------
GOVERNMENT SECURITIES PORTFOLIO
VALUE
<S> <C>
U.S. TREASURY NOTES - 7.2%
5.05% - 5.75%, 5/15/96 - 1/31/97
(average maturity: 186 days) $ 16,653
- -----------------------------------------------------------------------------------
SHORT-TERM NOTES
Federal Farm Credit Banks
5.81%, 8/1/96 3,799
- -----------------------------------------------------------------------------------
Federal Home Loan Bank
(a) 5.33%, 5/2/96 3,101
5.06% - 5.99%, 5/7/96 - 5/15/96 14,376
- -----------------------------------------------------------------------------------
Federal National Mortgage Association
(a) 5.17% - 5.85%, 4/1/96 - 4/2/96 10,021
5.77%, 6/21/96 3,998
- -----------------------------------------------------------------------------------
TOTAL SHORT-TERM NOTES - 15.3%
(average maturity: 42 days) 35,295
- -----------------------------------------------------------------------------------
(b) REPURCHASE AGREEMENTS
(Dated 1/96-3/96, collateralized by Federal Home Loan
Mortgage Corporation, Federal National Mortgage
Association and U.S. Treasury securities)
- -----------------------------------------------------------------------------------
Bear, Stearns & Co. Inc.
5.65%, 4/3/96 10,000
- -----------------------------------------------------------------------------------
CS First Boston Inc.
5.45%, 4/1/96 11,100
- -----------------------------------------------------------------------------------
Chase Securities, Inc.
5.45%, 4/1/96 11,100
- -----------------------------------------------------------------------------------
Donaldson, Lufkin & Jenrette Securities Corporation
5.40% - 5.55%, 4/1/96 - 4/4/96 11,100
- -----------------------------------------------------------------------------------
Dresdner Security (USA) Inc.
5.40%, 4/1/96 11,100
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
Investors Cash Trust
- ---------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
March 31, 1996
(Value in thousands)
- ---------------------------------------------------------------------------
GOVERNMENT SECURITIES PORTFOLIO
VALUE
<S> <C>
Goldman, Sachs & Co.
5.43%, 4/8/96 $ 27,000
- ---------------------------------------------------------------------------
Lehman Government Securities Inc.
5.20%-5.50%, 4/1/96-6/10/96 17,200
- ---------------------------------------------------------------------------
Merrill Lynch Government Securities, Inc.
(held at Chemical Bank)
5.25%-5.40%, 4/1/96-4/30/96 11,100
- ---------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated
5.20%-5.44%, 4/1/96-4/15/96 32,700
- ---------------------------------------------------------------------------
Nikko Securities Co. International, Inc.
5.41%, 4/1/96 10,000
- ---------------------------------------------------------------------------
Nomura Securities International, Inc.
5.50%, 4/8/96 12,000
- ---------------------------------------------------------------------------
PaineWebber Incorporated
5.55%, 4/1/96 10,000
- ---------------------------------------------------------------------------
Prudential Securities Incorporated
5.40%, 4/1/96 3,800
- ---------------------------------------------------------------------------
TOTAL REPURCHASE AGREEMENTS - 77.2%
(average maturity: 7 days) 178,200
- ---------------------------------------------------------------------------
TOTAL INVESTMENTS - 99.7%
(average maturity: 25 days) 230,148
- ---------------------------------------------------------------------------
OTHER ASSETS, LESS LIABILITIES - .3% 796
- ---------------------------------------------------------------------------
NET ASSETS - 100% $230,944
===========================================================================
</TABLE>
See accompanying Notes to Portfolios of Investments.
(4)
<PAGE> 31
<TABLE>
<CAPTION>
Investors Cash Trust
- ----------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
March 31, 1996
(Value in thousands)
- ----------------------------------------------------------------------------------
TREASURY PORTFOLIO
VALUE
<S> <C>
U.S. TREASURY NOTES - 21.3%
5.05% - 5.75%, 5/15/96-1/31/97
(average maturity: 130 days) $21,609
-------------------------------------------------------------------------------
(B)REPURCHASE AGREEMENTS
(Dated 1/96-3/96, collateralized by U.S. Treasury securities)
-------------------------------------------------------------------------------
Chase Securities, Inc.
5.15%, 4/1/96 4,400
-------------------------------------------------------------------------------
CS First Boston Inc.
5.20%-5.24%, 4/1/96-4/24/96 4,400
-------------------------------------------------------------------------------
Donaldson, Lufkin & Jenrette Securities Corporation
5.35%, 4/1/96 4,400
-------------------------------------------------------------------------------
Dresdner Security (USA) Inc.
5.38%, 4/1/96 12,800
-------------------------------------------------------------------------------
Goldman, Sachs & Co.
5.18%-5.28%, 4/1/96-4/29/96 4,500
-------------------------------------------------------------------------------
J. P. Morgan Securities Inc.
5.38%, 4/2/96 4,000
-------------------------------------------------------------------------------
Lehman Government Securities Inc.
5.17%-5.45%, 4/1/96-5/13/96 4,200
-------------------------------------------------------------------------------
Merrill Lynch Government Securities, Inc.
(held at Chemical Bank)
5.30%, 4/1/96 14,500
-------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated
5.16%-5.40%, 4/1/96-4/12/96 14,300
-------------------------------------------------------------------------------
Nikko Securities Co. International, Inc.
5.40%, 4/1/96 4,000
-------------------------------------------------------------------------------
Nomura Securities International, Inc.
5.35%, 4/1/96 4,500
-------------------------------------------------------------------------------
Prudential Securities Incorporated
5.25%, 4/1/96 4,000
-------------------------------------------------------------------------------
TOTAL REPURCHASE AGREEMENTS - 78.7%
(average maturity: 4 days) 80,000
-------------------------------------------------------------------------------
TOTAL INVESTMENTS - 100%
(average maturity: 31 days) 101,609
-------------------------------------------------------------------------------
LIABILITIES, LESS OTHER ASSETS (33)
-------------------------------------------------------------------------------
NET ASSETS - 100% $101,576
===============================================================================
</TABLE>
See accompanying Notes to Portfolios of Investments.
(5)
<PAGE> 32
Investors Cash Trust
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, 1996. The dates shown represent the demand date or
next interest rate change date.
(b) Repurchase agreements are fully collateralized by U.S. Government
securities. All collateral is held at the Fund's custodian
bank, Investors Fiduciary Trust Company, or at subcustodian banks,
as indicated. The collateral is monitored daily by the Fund so that
its market value exceeds the carrying value of the repurchase
agreement.
See accompanying Notes to Financial Statements.
(6)
<PAGE> 33
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, 1996, 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 1992. These financial
statements and financial highlights ar 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, 1996, 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, 1996, 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
May 16, 1996
(7)
<PAGE> 34
<TABLE>
<CAPTION>
Investors Cash Trust
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1996
(in thousands)
- --------------------------------------------------------------------------------
GOVERNMENT
SECURITIES TREASURY
ASSETS PORTFOLIO PORTFOLIO
- --------------------------------------------------------------------------------
<S> <C> <C>
Investments, at amortized cost:
Short-term securities $ 51,948 21,609
- --------------------------------------------------------------------------------
Repurchase agreements 178,200 80,000
- --------------------------------------------------------------------------------
Cash 346 -
- --------------------------------------------------------------------------------
Interest receivable 1,499 567
- --------------------------------------------------------------------------------
Total assets 231,993 102,176
- --------------------------------------------------------------------------------
LIABILITIES AND NET ASSETS
- --------------------------------------------------------------------------------
Cash overdraft - 127
- --------------------------------------------------------------------------------
Payable for:
Dividends 982 435
Shares of the Fund redeemed 5 -
- --------------------------------------------------------------------------------
Management fee 18 4
- --------------------------------------------------------------------------------
Administrative services fee 19 9
- --------------------------------------------------------------------------------
Other 25 25
- --------------------------------------------------------------------------------
Total liabilities 1,049 600
- --------------------------------------------------------------------------------
Net assets applicable to shares
outstanding $230,944 101,576
================================================================================
THE PRICING OF SHARES
- --------------------------------------------------------------------------------
Shares outstanding 230,944 101,576
- --------------------------------------------------------------------------------
Net asset value and
redemption price per share $1.00 1.00
================================================================================
</TABLE>
See accompanying Notes to Financial Statements.
(8)
<PAGE> 35
<TABLE>
<CAPTION>
Investors Cash Trust
- -----------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Year ended March 31, 1996
(in thousands)
- -----------------------------------------------------------------------------
GOVERNMENT
SECURITIES TREASURY
PORTFOLIO PORTFOLIO
---------- ---------
<S> <C> <C>
Interest income $12,333 4,610
- -----------------------------------------------------------------------------
Expenses:
Management fee 317 120
- -----------------------------------------------------------------------------
Administrative services fee 211 80
- -----------------------------------------------------------------------------
Custodian and transfer agent
fees and related expenses 24 10
- -----------------------------------------------------------------------------
Registration costs 51 62
- -----------------------------------------------------------------------------
Professional fees 28 11
- -----------------------------------------------------------------------------
Reports to shareholders 9 3
- -----------------------------------------------------------------------------
Trustees' fees and other 43 15
- -----------------------------------------------------------------------------
683 301
- -----------------------------------------------------------------------------
Less expenses waived by
the investment manager (154) (100)
- -----------------------------------------------------------------------------
Total expenses absorbed
by the Portfolio 529 201
- -----------------------------------------------------------------------------
Net investment income $11,804 4,409
=============================================================================
</TABLE>
See accompanying Notes to Financial Statements.
(9)
<PAGE> 36
<TABLE>
<CAPTION>
INVESTORS CASH TRUST
- ---------------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
Years ended March 31, 1996 and 1995
(in thousands)
- ---------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES TREASURY
PORTFOLIO PORTFOLIO
-----------------------------------------------------
1996 1995 1996 1995
-----------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income $ 11,804 6,514 4,409 1,810
- -------------------------------------------------------------------------------------------------------------------
Dividends to shareholders from net
investment income (11,804) (6,514) (4,409) (1,810)
- -------------------------------------------------------------------------------------------------------------------
Capital share transactions (dollar amounts and number
of shares are the same):
Shares sold 400,548 142,655 206,789 139,626
- -------------------------------------------------------------------------------------------------------------------
Shares issued in reinvestment of dividends 11,349 5,997 4,279 1,560
- -------------------------------------------------------------------------------------------------------------------
411,897 148,652 211,068 141,186
Less shares redeemed 356,977 102,239 174,881 104,480
- -------------------------------------------------------------------------------------------------------------------
Net increase from capital share transactions
and total increase in net assets 54,920 46,413 36,187 36,706
- -------------------------------------------------------------------------------------------------------------------
Net assets:
Beginning of year 176,024 129,611 65,389 28,683
- -------------------------------------------------------------------------------------------------------------------
End of year $230,944 176,024 101,576 65,389
===================================================================================================================
</TABLE>
See accompanying Notes to Financial Statements.
(9)
<PAGE> 37
Investors Cash Trust
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE FUND
Investors Cash Trust is an open-end management investment company
organized as a business trust under the laws of Massachusetts. 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.
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 Zurich Kemper Investments,
Inc. (ZKI) (formerly known as Kemper Financial Services, Inc.) and
pays a management fee at an annual rate of .15 of 1% of average daily
net assets. During the year ended March 31, 1996, the Fund incurred management
fees of $437,000.
ADMINISTRATIVE SERVICES AGREEMENT
The Fund also has an administrative services agreement with Kemper
Distributors, Inc. (KDI). 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, 1996, the Fund incurred administrative
services fees of $291,000. KDI has related service agreements with various
firms to provide cash management and other services for Fund
shareholders. KDI pays these firms at an annual rate ranging between
.05% and .10% of average daily net assets. During the year ended
March 31, 1996, KDI paid fees of $145,000 to various firms pursuant
to service agreements, including $47,000 paid to affiliated dealers.
SHAREHOLDER SERVICES AGREEMENT
Pursuant to a services agreement with the Fund's transfer agent,
Kemper Service Company (KSvC) is the shareholder service agent of the
Fund. Under the agreement, KSvC received shareholder services fees of
$5,000 for the year ended March 31, 1996.
(11)
<PAGE> 38
Investors Cash Trust
OFFICERS AND TRUSTEES
Certain officers or trustees of the Fund are also officers or directors of ZKI.
During the year ended March 31, 1996, the Fund made no payments to its officers
and incurred trustees' fees of $20,000 to independent trustees.
EXPENSE WAIVER
ZKI has agreed to temporarily waive its management fee and reimburse or pay
operating expenses of each Portfolio to the extent that they exceed .25% of
average daily net assets of such Portfolio on an annual basis. Under this
agreement, ZKI waived $254,000 of expenses during the year ended March 31,
1996.
(12)
<PAGE> 39
<TABLE>
<CAPTION>
Investors Cash Trust
- ---------------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES PORTFOLIO
YEAR ENDED MARCH 31,
1996 1995 1994 1993 1992
- ---------------------------------------------------------------------------------------------------------------------------------
<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 .06 .05 .03 .03 .05
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 1.00 1.00 1.00 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 5.74% 4.74 3.00 3.12 5.11
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
Expenses after expense absorption .25% .25 .25 .38 .40
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.57% 4.72 2.96 3.13 4.74
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS
Expenses .32% .33 .43 .56 .51
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.50% 4.64 2.78 2.95 4.63
- ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $ 230,944 176,024 129,611 129,025 104,959
=================================================================================================================================
</TABLE>
TREASURY PORTFOLIO
<TABLE>
<CAPTION>
DEC. 17, 1991
YEAR ENDED MARCH 31, TO
1996 1995 1994 1993 MARCH 31, 1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 1.00 1.00 1.00 1.00 1.00
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .05 .05 .03 .03 .01
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 1.00 1.00 1.00 1.00
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 5.66% 4.69 2.96 3.09 1.10 (a)
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
Expenses after expense absorption .25% .25 .23 .37 .40
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.48% 4.76 2.92 2.97 3.76
- -------------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS
Expenses .37% .39 .61 .78 .70
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.36% 4.62 2.54 2.56 3.46
- -------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $ 101,576 65,389 28,683 20,275 4,723
===============================================================================================================================
</TABLE>
NOTES:
(a) Not annualized.
ZKI has agreed to temporarily waive its management fee and reimburse or pay
certain operating expenses. The Other Ratios to Average Net Assets are
computed without this expense waiver or reimbursement.
(13)
<PAGE> 40
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, 1996.
Statement of operations for the year ended March 31, 1996.
Statement of changes in net assets for each of the two years in the
period ended March 31, 1996.
Portfolio of investments--March 31, 1996.
Notes to financial statements.
Schedules II, III, IV and V have been omitted as the required
information is not present.
Schedule I has been omitted as the required information is presented in
the portfolio of investments at March 31, 1996.
(b) Exhibits
<TABLE>
<S> <C>
99.b1.(a) Amended and Restated Agreement and Declaration of Trust.(1)
99.b1.(b) Written Instrument Amending Agreement and Declaration of Trust.(1)
99.b1.(c) Written Instrument Amending Agreement and Declaration of Trust.(1)
99.b2. By-Laws.(1)
99.b3. Inapplicable.
99.b4. Text of Share Certificate.(1)
99.b5. Investment Management Agreement.
99.b6.(a) Underwriting Agreement.
99.b6.(b) Form of Selling Group Agreement.(1)
99.b7. Inapplicable.
99.b8. Custody Agreement.(1)
99.b9.(a) Agency Agreement.(1)
99.b9.(b) Supplement to Agency Agreement.
99.b9.(c) Administration and Shareholder Services Agreement.(1)
99.b9.(d) Amendment to Administration and Shareholder Services Agreement.(1)
99.b9.(e) Assignment and Assumption Agreement.(1)
99.b10. Inapplicable.
99.b11. Report and Consent of Independent Auditors.
99.b12. Inapplicable.
99.b13. Inapplicable.
99.b14. Inapplicable.
99.b15. Inapplicable.
99.b16. Performance Calculations.(1)
99.b24. Power of Attorney.(2)
99.b485.(b) Representation of Counsel (Rule 485(b)).
27. Financial Data Schedule.
</TABLE>
- ---------------
(1) Incorporated herein by reference to Post-Effective Amendment No. 7 to the
Registration Statement of Registrant on Form N-1A filed on or about July 28,
1995.
(2) Incorporated herein by reference to Post-Effective Amendment No. 7 to the
Registration Statement of Registrant on Form N-1A filed on or about July 28,
1995, except for the Power of Attorney of Dominique P. Morax, which is filed
herewith.
C-1
<PAGE> 41
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
As of June 28, 1996, Clark County Nevada, Treasurer owned 51.45% of the
outstanding shares of the Government Securities Portfolio and 37.86% of the
outstanding shares of the Treasury Portfolio.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of June 28, 1996, there were 304 holders of record of the Government
Securities Portfolio and 87 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.
C-2
<PAGE> 42
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 Underwriter," and
to the section of the Statement of Additional Information captioned "Investment
Manager and Underwriter."
Zurich Kemper Investments, Inc., investment adviser of the Registrant, is
investment adviser of:
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 Funds
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 Value Plus Growth Fund
Kemper Quantitative Equity Fund
Kemper Horizon Fund
Kemper Europe Fund
Kemper Asian Growth 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
Zurich Kemper Investments, Inc. also furnishes investment advice to and
manages investment portfolios for other clients including Kemper Investors Fund
and Kemper International Bond Fund.
C-3
<PAGE> 43
Item 28(b) Business and Other Connections of Officers
and Directors of Zurich Kemper Investments, Inc.,
the Investment Advisor
TIMBERS, STEPHEN B.
Director, President, Chief Executive Officer and Chief Investment
Officer, Zurich Kemper Investments, Inc.
Director, Kemper Distributors, Inc.
Director, Zurich Investment Management, Inc.
Director, Chairman, Kemper Service Company
Director, Dreman Value Advisors, Inc.
Director, President, Kemper International Management, Inc.
Trustee and President, Kemper Funds
Director, The LTV Corporation
Governor, Investment Company Institute
Director, ZKI Agency, Inc.
NEAL, JOHN E.
Director, Zurich Kemper Investments, Inc.
President, Kemper Funds Group, a unit of Zurich Kemper
Investments, Inc.
Director, President, Kemper Service Company
Director, Kemper Distributors, Inc.
Director, Zurich Investment Management, Inc.
Director, Dreman Value Advisors, Inc.
Director, Community Investment Corporation
Director, Continental Community Development Corporation
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
Director, RespiteCare
Director, Urban Shopping Centers, Inc.
Vice President, Kemper Funds
Director, ZKI Agency, Inc.
ALTER, LOREN
Director, Zurich Kemper Investments, Inc.
BOLINDER, WILLIAM H.
Director, Vicechairman, Zurich Kemper Investments, Inc.
CHENG, LAURENCE W.
Director, Zurich Kemper Investments, Inc.
President and Chief Executive Officer, Zurich Investment
Management Group
GLUCKSTERN, STEVEN M.
Director, Chairman, Zurich Kemper Investments, Inc.
HANGGI, ROLF
Director, Zurich Kemper Investments, Inc.
HUPPI, ROLF
Director, Zurich Kemper Investments, Inc.
Chief Executive Officer, Zurich Insurance Company
C-4
<PAGE> 44
LELAND, MARC E.
Director, Zurich Kemper Investments, Inc.
MORAX, DOMINQUE P.
Director, Zurich Kemper Investments, Inc.
Senior Vice President, Member Extended Corporate Executive Board,
Zurich Insurance Company
Trustee, Kemper Funds
PALM, MICHAEL
Director, Zurich Kemper Investments, Inc.
WHITE, WALTER L.
Director, Zurich Kemper Investments, Inc.
CHAPMAN, II, WILLIAM E.
President, Kemper Retirement Plans Group, a unit of Zurich Kemper
Investments, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.
PETERS, JOHN E.
Director, Senior Executive Vice President, Zurich Kemper
Investments, Inc.
Director, Dreman Value Advisors, Inc.
Director, President, Kemper Distributors, Inc.
Vice President, Zurich Investment Management, Inc.
Vice President, Kemper Funds
Director, Kemper Service Company
Director, President, ZKI Agency, Inc.
VOGEL, VICTOR E.
Senior Executive Vice President, Zurich Kemper Investments, Inc.
BEIMFORD, JR., JOSEPH P.
Executive Vice President, Chief Investment Officer - Fixed
Income, Zurich Kemper Investments, 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 Funds
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
C-5
<PAGE> 45
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Kemper U.S. Government Securities Fund
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund
COXON, JAMES H.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Vice President, Galaxy Offshore, Inc.
Executive Vice President, Zurich Investment Management, Inc.
FERRO, DENNIS H.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Managing Director-Equities, Zurich Investment
Management Limited
Vice President, Kemper International Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Target Equity Fund
Vice President, The Growth Fund of Spain, Inc.
Vice President, Kemper Europe Fund
GREENAWALT, JAMES L.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.
Vice President, ZKI Agency, Inc.
JOHNS, GORDON K.
Executive Vice President, Zurich Kemper Investments, 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, Zurich Investment Management Limited
Vice President, Kemper Multi-Market Income Trust
Director, Thames Heritage Parade Limited
LANGBAUM, GARY A.
Executive Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Total Return Fund
Vice President, Kemper Investors Fund
MANZONI, JR., CHARLES R.
Executive Vice President, Secretary & General Counsel, Zurich Kemper
Investments, Inc.
Secretary, ZKI Agency, Inc.
MURRIHY, MAURA J.
Executive Vice President, Zurich Kemper Investments, Inc.
REYNOLDS, STEVEN H.
Executive Vice President, Chief Investment Officer - Equities, Zurich
Kemper Investments, Inc.
Vice President, Kemper Technology Fund
Vice President, Kemper Total Return Fund
Vice President, Kemper Growth Fund
Vice President, Kemper Small Capitalization Equity Fund
C-6
<PAGE> 46
Vice President, Kemper International Fund
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Value Plus Growth Fund
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Target Equity Fund
Vice President, Kemper Horizon Fund
Vice President, Kemper Investors Fund
Vice President, The Growth Fund of Spain, Inc.
Vice President, Kemper Europe Fund
ROBERTS, SCOTT A.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Executive Vice President, Zurich Investment Management, Inc.
SILIGMUELLER, DALE S.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Executive Vice President, Kemper Service Company
WEISS, ROBERT D.
Executive Vice President, Zurich Kemper Investments, Inc.
Executive Vice President, Zurich Investment Management, Inc.
BUKOWSKI, DANIEL J.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Value Plus Growth Fund
Vice President, Kemper Investors Fund
BUTLER, DAVID H.
Senior Vice President, Zurich Kemper Investments, Inc.
CERVONE, DAVID M.
Senior Vice President, Zurich Kemper Investments, Inc.
CESSINE, ROBERT S.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Investors Fund
CHESTER, TRACY McCORMICK
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Target Equity Fund
CIARLELLI, ROBERT W.
Senior Vice President, Zurich Kemper Investments, Inc.
Executive Vice President, Kemper Service Company
COLLECCHIA, FRANK E.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
Senior Investment Officer, Federal Kemper Life Assurance
Company
C-7
<PAGE> 47
Senior Investment Officer, Fidelity Life Association
Vice President, Galaxy Offshore, Inc.
Senior Investment Officer, Kemper Investors Life Insurance
Company
COLLORA, PHILIP J.
Senior Vice President and Assistant Secretary, Zurich Kemper
Investments, Inc.
Vice President and Secretary, Kemper Funds
Assistant Secretary, Kemper International Management, Inc.
Assistant Secretary, Zurich Investment Management, Inc.
Assistant Secretary, Dreman Value Advisors, Inc.
Assistant Secretary, ZKI Agency, Inc.
DUDASIK, PATRICK H.
Senior Vice President, Zurich Kemper Investments, Inc.
Executive Vice President, Chief Financial Officer and Treasurer,
Dreman Value Advisors, Inc.
Vice President and Treasurer, Zurich Investment Management, Inc.
Treasurer and Chief Financial Officer, Kemper Distributors, Inc.
Treasurer and Chief Financial Officer, Kemper Service Company
Director and Treasurer, Zurich Investment Management Limited
Treasurer, ZKI Agency, Inc.
DUFFY, JEROME L.
Senior Vice President, Zurich Kemper Investments, Inc.
Treasurer, Kemper Funds
FINK, THOMAS M.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
GALLAGHER, MICHAEL L.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Kemper Service Company
GLASSMAN, HARVEY
Senior Vice President, Zurich Kemper Investments, Inc.
GOERS, RICHARD A.
Senior Vice President, Zurich Kemper Investments, Inc.
GREENWALD, MARSHALL L.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
HARRINGTON, MICHAEL E.
Senior Vice President, Zurich Kemper Investments, Inc.
KLEIN, GEORGE
Senior Vice President, Zurich Kemper Investments, Inc.
C-8
<PAGE> 48
Director, Executive Vice President, Zurich Investment Management, Inc.
KLEIN, MARTY
Senior Vice President, Zurich Kemper Investments, Inc.
KORTH, FRANK D.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Technology Fund
McNAMARA, MICHAEL A.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
MOORE, C. PERRY
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, ZKI Agency, Inc.
MIER, CHRISTOPHER J.
Senior Vice President, Zurich Kemper Investments, 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
RABIEGA, CRAIG F.
Senior Vice President, Zurich Kemper Investments, Inc.
First Vice President, Kemper Service Company
RACHWALSKI, JR. FRANK J.
Senior Vice President, Zurich Kemper Investments, 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 Funds
Vice President, Kemper Portfolios
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund
REGNER, THOMAS M.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Horizon Fund
Vice President, Kemper Investors Fund
RESIS, JR., HARRY E.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund
C-9
<PAGE> 49
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
SCHUMACHER, ROBERT T.
Senior Vice President, Zurich Kemper Investments, Inc.
SILVIA, JOHN E.
Senior Vice President, Zurich Kemper Investments, Inc.
SMITH, JR., EDWARD BYRON
Senior Vice President, Zurich Kemper Investments, Inc.
SWANSON, DAVID
Senior Vice President, Zurich Kemper Investments, Inc.
THOUIN-LEERKAMP, EDITH A.
Senior Vice President, Zurich Kemper Investments, Inc.
Director-European Equities, Zurich Investment Management Limited
Vice President, Kemper Europe Fund
VANDENBERG, RICHARD
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper U.S. Government Securities Fund
Vice President, Kemper Portfolios
Vice President, Kemper Adjustable Rate U.S. Government Fund
VINCENT, CHRISTOPHER T.
Senior Vice President, Zurich Kemper Investments, Inc.
First Vice President, Zurich Investment Management, Inc.
WONNACOTT, LARRY R.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
BAZAN, KENNETH M.
First Vice President, Zurich Kemper Investments, Inc.
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
BOEHM, JONATHAN J.
First Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Kemper Service Company
BURROW, DALE R.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Strategic Municipal Income Trust
BYRNES, ELIZABETH A.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Intermediate Government Trust
C-10
<PAGE> 50
CHIEN, CHRISTINE
First Vice President, Zurich Kemper Investments, Inc.
CHRISTIANSEN, HERBERT A.
First Vice President, Zurich Kemper Investments, Inc.
First Vice President, Kemper Service Company
DeMAIO, CHRIS C.
First Vice President, Zurich Kemper Investments, Inc.
Vice President and Chief Accounting Officer, Kemper Service
Company
DEXTER, STEPHEN P.
First Vice President, Zurich Kemper Investments, Inc.
DOYLE, DANIEL J.
First Vice President, Zurich Kemper Investments, Inc.
FENGER, JAMES E.
First Vice President, Zurich Kemper Investments, Inc.
HALE, DAVID D.
First Vice President, Zurich Kemper Investments, Inc.
HORTON, ROBERT J.
First Vice President, Zurich Kemper Investments, Inc.
INNES, BRUCE D.
First Vice President, Zurich Kemper Investments, Inc.
Co-President, International Association of Corporate and
Professional Recruiters
JACOBS, PETER M.
First Vice President, Zurich Kemper Investments, Inc.
KEELEY, MICHELLE M.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper Portfolios
KIEL, CAROL L.
First Vice President, Zurich Kemper Investments, Inc.
KNAPP, WILLIAM M.
First Vice President, Zurich Kemper Investments, Inc.
LAUGHLIN, ANN M.
First Vice President, Zurich Kemper Investments, Inc.
LENTZ, MAUREEN P.
First Vice President, Zurich Kemper Investments, Inc.
McCRINDLE-PETRARCA, SUSAN
First Vice President, Zurich Kemper Investments, Inc.
MINER, EDWARD
First Vice President, Zurich Kemper Investments, Inc.
MURRAY, SCOTT S.
C-11
<PAGE> 51
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
NORRIS, JOHNSTON A.
First Vice President, Zurich Kemper Investments, Inc.
PANOZZO, ROBERTA L.
First Vice President, Zurich Kemper Investments, Inc.
RADIS, STEVE A.
First Vice President, Zurich Kemper Investments, Inc.
RATEKIN, DIANE E.
First Vice President, Assistant General Counsel and Assistant
Secretary, Zurich Kemper Investments, Inc.
Assistant Secretary, Kemper Distributors, Inc.
STUEBE, JOHN W.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
TEPPER, SHARYN A.
First Vice President, Zurich Kemper Investments, Inc.
TRUTTER, JONATHAN W.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
WETHERALD, ROBERT F.
First Vice President, Zurich Kemper Investments, Inc.
WILLSON, STEPHEN R.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Strategic Municipal Income Trust
WITTNEBEL, MARK E.
First Vice President, Zurich Kemper Investments, Inc.
ADAMS, DONALD
Vice President, Zurich Kemper Investments, Inc.
ALLEN, PATRICIA L.
Vice President, Zurich Kemper Investments, Inc.
ANTONAK, GEORGE A.
Vice President, Zurich Kemper Investments, Inc.
BALASUBRAMANIAM, KALAMADI
Vice President, Zurich Kemper Investments, Inc.
BARRY, JOANN M.
C-12
<PAGE> 52
Vice President, Zurich Kemper Investments, Inc.
BIEBERLY, CHRISTINE A.
Vice President, Zurich Kemper Investments, Inc.
BODEM, RICHARD A.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
BUCHANAN, PAMELA S.
Vice President, Zurich Kemper Investments, Inc.
BURKE, MARY PAT
Vice President, Zurich Kemper Investments, Inc.
BURSHTAN, DAVID H.
Vice President, Zurich Kemper Investments, Inc.
CARNEY, ANNE T.
Vice President, Zurich Kemper Investments, Inc.
CACCIOLA, RONALD
Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Investment Management, Inc.
CARTER, PAUL J.
Vice President and Compliance Manager, Zurich Kemper Investments, Inc.
COHEN, JERRI I.
Vice President, Zurich Kemper Investments, Inc.
ESOLA, CHARLES J.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
FRIHART, THORA A.
Vice President, Zurich Kemper Investments, Inc.
GERACI, AUGUST L.
Vice President, Zurich Kemper Investments, Inc.
GOLAN, JAMES S.
Vice President, Zurich Kemper Investments, Inc.
GOODWIN, JUDITH C.
Vice President, Zurich Kemper Investments, Inc.
GRAY, PATRICK
Vice President, Zurich Kemper Investments, Inc.
GROOTENDORST, TONYA
Vice President, Zurich Kemper Investments, Inc.
HECHT, MARC L.
C-13
<PAGE> 53
Hecht, Marc L.
Vice President, Zurich Kemper Investments, Inc.
Assistant Secretary, ZKI Agency, Inc.
HUM, CHI H.
Vice President, Zurich Kemper Investments, Inc.
HUOT, LISA L.
Vice President, Zurich Kemper Investments, Inc.
KARWOWSKI, KENNETH F.
Vice President, Zurich Kemper Investments, Inc.
KENNEDY, PATRICK J.
Vice President, Zurich Kemper Investments, Inc.
KOCH, DEBORAH L.
Vice President, Zurich Kemper Investments, Inc.
KOURY, KATHRYN E.
Vice President, Zurich Kemper Investments, Inc.
KOWALCZYK, MARK A.
Vice President, Zurich Kemper Investments, Inc.
Vice President, ZKI Agency, Inc.
KRANZ, KATHY J.
Vice President, Zurich Kemper Investments, Inc.
KRUEGER, PAMELA D.
Vice President, Zurich Kemper Investments, Inc.
KYCE, JOYCE
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
LASKA, ROBERTA E.
Vice President, Zurich Kemper Investments, Inc.
LeFEBVRE, THOMAS J.
Vice President, Zurich Kemper Investments, Inc.
McGOVERN, KAREN B.
Vice President, Zurich Kemper Investments, Inc.
MILLER, GARY L.
Vice President, Zurich Kemper Investments, Inc.
MILLIGAN, BRIAN J.
Vice President, Zurich Kemper Investments, Inc.
MITCHELL, KATHERINE H.
Vice President, Zurich Kemper Investments, Inc.
MURPHY, THOMAS M.
Vice President, Zurich Kemper Investments, Inc.
C-14
<PAGE> 54
NEVILLE, BRIAN P.
Vice President, Zurich Kemper Investments, Inc.
NORMAN, JR., DONALD L.
Vice President, Zurich Kemper Investments, Inc.
NOWAK, GREGORY J.
Vice President, Zurich Kemper Investments, Inc.
PANOZZO, ALBERT R.
Vice President, Zurich Kemper Investments, Inc.
PAXTON, THOMAS
Vice President, Zurich Kemper Investments, Inc.
PONTECORE, SUSAN E.
Vice President, Zurich Kemper Investments, Inc.
QUADRINI, LISA L.
Vice President, Zurich Kemper Investments, Inc.
RANDALL, JR., WALTER R.
Vice President, Zurich Kemper Investments, Inc.
ROBINSON, DEBRA A.
Vice President, Zurich Kemper Investments, Inc.
RODGERS, JOHN B.
Vice President, Zurich Kemper Investments, Inc.
ROKOSZ, PAUL A.
Vice President, Zurich Kemper Investments, Inc.
ROSE, KATIE M.
Vice President, Zurich Kemper Investments, Inc.
RUDIN, MICHELLE I.
Vice President, Zurich Kemper Investments, Inc.
SHULTZ, KAREN D.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
SMITH, ROBERT G.
Vice President, Zurich Kemper Investments, Inc.
SOPHER, EDWARD O.
Vice President, Zurich Kemper Investments, Inc.
SPILLER, KATHLEEN A.
Vice President, Zurich Kemper Investments, Inc.
SPURLING, CHRIS
Vice President, Zurich Kemper Investments, Inc.
C-15
<PAGE> 55
STROMM, LAWRENCE D.
Vice President, Zurich Kemper Investments, Inc.
VANDEMERKT, RICHARD J.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
WATKINS, JAMES K.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Service Company
WERTH, ELIZABETH C.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Distributors, Inc.
Assistant Secretary, Kemper Open-End Mutual Funds
WIZER, BARBARA K.
Vice President, Zurich Kemper Investments, Inc.
ZURAWSKI, CATHERINE N.
Vice President, Zurich Kemper Investments, Inc.
C-16
<PAGE> 56
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the Kemper Mutual
Funds, Kemper Investors Fund, Kemper International Bond Fund and the
Kemper-Dreman Fund, Inc.
(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>
POSITIONS AND
POSITIONS AND OFFICES OFFICES WITH
NAME WITH UNDERWRITER REGISTRANT
<S> <C> <C>
John E. Peters Principal, Director, President Vice President
Willam E. Chapman, II Director, Executive Vice President None
James L. Greenawalt Director, Executive Vice President None
John E. Neal Director Vice President
Stephen B. Timbers Director President, Trustee
Patrick H. Dudasik Financial Principal, Treasurer
and Chief Financial Officer None
Linda A. Bercher Senior Vice President None
Terry Cunningham Senior Vice President None
John H. Robison, Jr. Senior Vice President None
Henry J. Schulthesz Senior Vice President None
Thomas V. Bruns Vice President None
Carlene D. Merold Vice President None
Elizabeth C. Werth Vice President Assistant Secretary
Diane E. Ratekin Assistant Secretary None
</TABLE>
(c) Not applicable.
C-17
<PAGE> 57
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, Zurich Kemper
Investments, 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> 58
S I G N A T U R E S
-------------------
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 25th day
of July, 1996.
INVESTORS CASH TRUST
By /s/ Stephen Timbers
-----------------------------------
Stephen B. Timbers, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on July 25, 1996 on behalf of the
following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Stephen Timbers President
---------------------------------- (Principal
Stephen B. Timbers Executive Officer)
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/Dominique P. Morax* Trustee
----------------------------------
/s/Shirley D. Peterson* Trustee
----------------------------------
/s/William P. Sommers* Trustee
----------------------------------
/s/ Jerome Duffy Treasurer (Principal
--------------------------------- Financial and
Jerome L. Duffy Accounting Officer)
*Philip J. Collora signs this document pursuant to powers of attorney filed
with Post-Effective Amendment No. 7 to the Registration Statement of Registrant
on Form N-1A filed on or about July 28, 1995 (except for the Power of Attorney
of Dominique P. Morax which is filed herewith).
/s/ Philip Collora
---------------------------------
Philip J. Collora
<PAGE> 59
INDEX TO EXHIBITS
<TABLE>
<S> <C>
Exhibits
99.b1.(a) Amended and Restated Agreement and Declaration of Trust.(1)
99.b1.(b) Written Instrument Amending Agreement and Declaration of Trust.(1)
99.b1.(c) Written Instrument Amending Agreement and Declaration of
Trust.(1)
99.b2. By-Laws.(1)
99.b3. Inapplicable.
99.b4. Text of Share Certificate.(1)
99.b5. Investment Management Agreement.
99.b6.(a) Underwriting Agreement.
99.b6.(b) Form of Selling Group Agreement.(1)
99.b7. Inapplicable.
99.b8. Custody Agreement.(1)
99.b9.(a) Agency Agreement.(1)
99.b9.(b) Supplement to Agency Agreement.
99.b9.(c) Administration and Shareholder Services Agreement.(1)
99.b9.(d) Amendment to Administration and Shareholder Services Agreement.(1)
99.b9.(e) Assignment and Assumption Agreement.(1)
99.b10. Inapplicable.
99.b11. Report and Consent of Independent Auditors.
99.b12. Inapplicable.
99.b13. Inapplicable.
99.b14. Inapplicable.
99.b15. Inapplicable.
99.b16. Performance Calculations.(1)
99.b24. Power of Attorney.(2)
99.b485.(b) Representation of Counsel (Rule 485(b)).
27. Financial Data Schedule.
</TABLE>
- ---------------
(1) Incorporated herein by reference to Post-Effective Amendment No. 7 to the
Registration Statement of Registrant on Form N-1A filed on or about July 28,
1995.
(2) Incorporated herein by reference to Post-Effective Amendment No. 7 to the
Registration Statement of Registrant on Form N-1A filed on or about July 28,
1995, except for the Power of Attorney of Dominique P. Morax, which is filed
herewith.
<PAGE> 1
EX-99.B5
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 4th day of January, 1996, 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 currently offers or intends to offer Shares in two
portfolios, the Government Securities Portfolio and the Treasury Portfolio,
such portfolios (the "Initial Portfolios"), together with any other Fund
portfolios which may be established later and served by the Adviser hereunder,
being herein referred to collectively as the "Portfolios" and individually
referred to as a "Portfolio"; and
WHEREAS, the Fund desires at this time to retain the Adviser to render
investment advisory and management services to the Initial Portfolios, and the
Adviser is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby employs the Adviser to act as the investment adviser for
the Initial Portfolios and other Portfolios hereunder and to manage the
investment and reinvestment of the assets of 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 employees to serve
<PAGE> 2
without compensation as trustees or officers of the Fund if elected to such
positions and to assume the obligations herein set forth for the compensation
herein provided. The Adviser shall for all purposes herein provided be deemed
to be an independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Fund in any way
or otherwise be deemed an agent of the Fund. It is understood and agreed that
the Adviser, by separate agreements with the Fund, may also serve the Fund in
other capacities.
2. In the event that the Fund establishes one or more portfolios other than
the Initial Portfolios with respect to which it desires to retain the Adviser
to render investment advisory and management services hereunder, it shall
notify the Adviser in writing. If the Adviser is willing to render such
services, it shall notify the Fund in writing whereupon such portfolio or
portfolios shall become a Portfolio or Portfolios hereunder.
3. For the services and facilities described in Section 1, the Fund will pay
to the Adviser at the end of each calendar month, an investment management fee
computed at an annual rate of .15 of 1% of the 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.
4. The services of the Adviser to the Fund under this Agreement are not to be
deemed exclusive, and the Adviser shall be free to render similar services or
other services to others so long as its services hereunder are not impaired
thereby.
5. In addition to the fee of the Adviser, the Fund shall assume and pay any
expenses for services rendered by a custodian for the safekeeping of the Fund's
securities or other property, for keeping its books of account, for any other
charges of the custodian, and for calculating the net asset value of the Fund
as provided in the prospectus of the Fund. The Adviser shall not be required
to pay and the Fund shall assume and pay the charges and expenses of its
operations, including compensation of the trustees (other than those affiliated
with the Adviser), charges and expenses of independent auditors, of legal
counsel, of any transfer or dividend disbursing agent, and of any registrar of
the Fund, costs of acquiring and disposing of portfolio 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
2
<PAGE> 3
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.
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.
3
<PAGE> 4
6. Subject to applicable statutes and regulations, it is understood that
trustees, officers or agents of the Fund are or may be interested in the
Adviser as officers, directors, agents, shareholders or otherwise, and that the
officers, directors, shareholders and agents of the Adviser may be interested
in the Fund otherwise than as a trustee, officer or agent.
7. The Adviser shall not be liable for any error of judgment or of law or for
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Adviser in the performance of its
obligations and duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
8. This Agreement shall become effective with respect to the Initial
Portfolios on the date hereof and shall remain in full force until December 1,
1996, unless sooner terminated as hereinafter provided. This Agreement shall
continue in force from year to year thereafter with respect to each Portfolio,
but only as long as such continuance is specifically approved for each
Portfolio at least annually in the manner required by the Investment Company
Act of 1940 and the rules and regulations thereunder; provided, however, that
if the continuation of this Agreement is not approved for a Portfolio, the
Adviser may continue to serve in such capacity for such Portfolio in the manner
and to the extent permitted by the Investment Company Act of 1940 and the rules
and regulations thereunder.
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Fund or by the Adviser on sixty (60) days written notice to the other
party. The Fund may effect termination with respect to any Portfolio by action
of the Board of Trustees or by vote of a majority of the outstanding voting
securities of such Portfolio.
This Agreement may be terminated with respect to any Portfolio at any time
without the payment of any penalty by the Board of Trustees or by vote of a
majority of the outstanding voting securities of such Portfolio in the event
that it shall have been established by a court of competent jurisdiction that
the Adviser or any officer or director of the Adviser has taken any action
which results in a breach of the covenants of the Adviser set forth herein.
The terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the Investment Company Act of
1940 and the rules and regulations thereunder.
4
<PAGE> 5
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 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 the Adviser have caused this Agreement to
be executed as of the day and year first above written.
INVESTORS CASH TRUST
By: /s/ John E. Peters
-----------------------------
Title: Vice President
--------------------------
ATTEST:
/s/ Philip J. Collora
- -------------------------------
Title: Secretary
-------------------------
KEMPER FINANCIAL SERVICES, INC.
By: /s/ Patrick H. Dudasik
------------------------------
Title: Senior Vice President
---------------------------
ATTEST:
/s/ David F. Dierenfeldt
-------------------------------
Title: Assistant Secretary
-------------------------
6
<PAGE> 1
EX-99.B6(a)
UNDERWRITING AGREEMENT
AGREEMENT made this 4th day of January, 1996, by and between INVESTORS
CASH TRUST, a Massachusetts business trust (the "Fund"), and KEMPER
DISTRIBUTORS, INC., a Delaware corporation ("KDI").
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 KDI 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 KDI 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.
KDI 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. KDI 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 KDI
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, KDI may, in
its discretion, also sell shares of the Fund as principal to persons with whom
it does not have selling agreements.
<PAGE> 2
Shares of the Fund offered for sale or sold by KDI 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 KDI
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 KDI 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 KDI from time to time such information
with respect to the Fund and its shares as KDI may reasonably request for use
in connection with the sale of shares of the Fund.
5. KDI 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, KDI 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 KDI may specify.
6. KDI shall order shares of the Fund from the Fund only to the extent
that it shall have received purchase orders therefor. KDI will not make, or
authorize any Firms or others to make, any short sales of shares of the Fund.
KDI, 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
2
<PAGE> 3
be specified in the current prospectus of the Fund. In selling or reacquiring
shares of the Fund for the account of the Fund, KDI 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
KDI or any employee, representative or agent of KDI. KDI 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 KDI)
which at the time in any way require, limit, restrict or prohibit or otherwise
regulate any action on the part of KDI.
7. The Fund shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by KDI 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. KDI will pay all expenses (other than
expenses which one or more Firms may bear pursuant to any agreement with KDI)
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, 1996 and from year to year thereafter, but
only so long as such 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 KDI hereunder. This agreement
shall automatically terminate in the event of its assignment. The term
3
<PAGE> 4
"assignment" shall have the meaning set forth in the Investment Company Act of
1940 and the rules and regulations thereunder.
9. KDI 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.
KDI 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 KDI 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 KDI for recovery of that portion of the
distribution 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, KDI 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.
4
<PAGE> 5
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 KDI 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/ John E. Peters
- ---------------------------- ---------------------------
Title: Secretary Title: Vice President
---------------------- ------------------------
ATTEST: KEMPER DISTRIBUTORS, INC.
/s/ David F. Dierenfeldt By: /s/ Patrick H. Dudasik
- ---------------------------- ---------------------------
Chief Financial Officer
Title: Secretary Title: and Treasurer
---------------------- -------------------------
5
<PAGE> 1
EX-99.B9(b)
SUPPLEMENT TO AGENCY AGREEMENT
Supplement to Agency Agreement ("Supplement") made as of April 1, 1995
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"), as supplemented from time to time;
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 Exhibit A attached 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.
IN WITNESS WHEREOF, the Fund and Agent have duly executed this
Supplement as of the day and year first set forth above.
INVESTORS CASH TRUST
By: /s/ John E. Peters
----------------------------------
John E. Peters
Title: Vice President
-------------------------------
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ Stephen R. Hilliard
----------------------------------
Stephen R. Hilliard
Title: Executive Vice President
-------------------------------
<PAGE> 2
EXHIBIT A
---------
<TABLE>
<CAPTION>
FEE SCHEDULE
------------
Transfer Agency Function Fee Payable by Fund
------------------------ -------------------
<S> <C>
1. Maintenance of open shareholder $13.00 per year per account.
account.
2. Maintenance of closed shareholder $6.00 per year per account.
account.
</TABLE>
The out-of-pocket expenses of IFTC will be reimbursed by Fund in
accordance with the provisions of Section 5 of the Agency Agreement.
Additional Provisions Regarding Omnibus Accounts
------------------------------------------------
As reflected in Section 21 of the Agency Agreement, there will be an
assignment of the responsibilities of IFTC under the Agreement to Kemper
Service Company ("KSVC"). It is anticipated that KSVC will enter into Omnibus
Account Services Agreements ("Omnibus Agreements") with one or more financial
services firms ("Firms") that will maintain shares of the Fund owned by their
clients ("client-shareholders") in one or more "street-name" or "omnibus"
accounts ("omnibus accounts") on the books of KSVC and will provide
recordkeeping and other services with respect to the accounts of such
client-shareholders. For services provided under the Omnibus Agreements, KSVC
will provide compensation to the Firms. The Fund will reimburse IFTC, who will
in turn reimburse KSVC, for compensation paid to Firms by KSVC under the
Omnibus Agreements up to a maximum of .25 of 1% of the average daily net assets
of the Fund maintained and serviced by such Firms plus out-of-pocket expenses.
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
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, 1996, 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 1992. 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, 1996, 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, 1996, 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
ERNST & YOUNG LLP
Chicago, Illinois
May 16, 1996
<PAGE> 2
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 16, 1996 in the Registration Statement of Investors
Cash Trust on Form N-1A and its incorporation by reference in the related
Prospectus filed with the Securities and Exchange Commission in this
Post-Effective Amendment No. 8 to the Registration Statement under the
Securities Act of 1933 (File 33-34645) and in this Amendment No. 10 to the
Registration Statement under the Investment Company Act of 1940 (File No.
811-6103).
ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
July 23, 1996
<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.
Signature Title Date
--------- ----- ----
/s/ Dominique P. Morax Trustee May 30, 1996
---------------------------
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1996
ANNUAL REPORT TO SHAREOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000863209
<NAME> INVESTORS CASH TRUST
<SERIES>
<NUMBER> 01
<NAME> GOVERNMENT SECURITIES PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 230,148
<INVESTMENTS-AT-VALUE> 230,148
<RECEIVABLES> 1,499
<ASSETS-OTHER> 346
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 231,993
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,049
<TOTAL-LIABILITIES> 1,049
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 230,944
<SHARES-COMMON-STOCK> 230,944
<SHARES-COMMON-PRIOR> 176,024
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 230,944
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12,333
<OTHER-INCOME> 0
<EXPENSES-NET> (529)
<NET-INVESTMENT-INCOME> 11,804
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 11,804
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11,804)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 400,548
<NUMBER-OF-SHARES-REDEEMED> (356,977)
<SHARES-REINVESTED> 11,349
<NET-CHANGE-IN-ASSETS> 54,920
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 317
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 683
<AVERAGE-NET-ASSETS> 211,419
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.06)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .32
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1996
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000863209
<NAME> INVESTORS CASH TRUST
<SERIES>
<NUMBER> 02
<NAME> TREASURY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 101,609
<INVESTMENTS-AT-VALUE> 101,609
<RECEIVABLES> 567
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 102,176
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 600
<TOTAL-LIABILITIES> 600
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 101,576
<SHARES-COMMON-STOCK> 101,576
<SHARES-COMMON-PRIOR> 65,389
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 101,576
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,610
<OTHER-INCOME> 0
<EXPENSES-NET> (201)
<NET-INVESTMENT-INCOME> 4,409
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,409
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,409)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 206,789
<NUMBER-OF-SHARES-REDEEMED> (174,881)
<SHARES-REINVESTED> 4,279
<NET-CHANGE-IN-ASSETS> 36,187
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 120
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 301
<AVERAGE-NET-ASSETS> 80,265
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .37
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE> 1
EXHIBIT 99.b485.(b)
[VEDDER PRICE LETTERHEAD]
July 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Investors Cash Trust
To The Commission:
We are counsel to the above-referenced investment company (the "Fund")
and as such have participated in the preparation and review of Post-Effective
Amendment No. 8 to the Fund's registration statement being filed pursuant to
Rule 485(b) under the Securities Act of 1933. In accordance with paragraph
(b)(4) of Rule 485 and in reliance upon the oral approval of the staff of the
Commission, acting on behalf of the Commission, under Rule 485(b)(l)(ix) for
certain of the disclosures to be contained in the amendment, we hereby
represent that such amendment does not contain disclosures which would render
it ineligible to become effective pursuant to paragraph (b) thereof.
Very truly yours,
/s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
