U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Investors Cash Trust
222 S. Riverside Plaza, Chicago Illinois 60606
2. Name of each series or class of funds for which this notice is
filed: Treasury Portfolio
3. Investment Company Act File Number: 811-6103
Securities Act File Number: 33-34645
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 134,111,822
Aggregate Sale Price: $134,111,822
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 134,111,822
Aggregate Sale Price: $134,111,822
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
Number: 0
Aggregate Sale Price: $0
U.S. Securities and Exchange Commission, Rule 24f-2 Notice p.2
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10):
$134,111,822
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$0
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- -$172,340,564
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule
24e-2 (if applicable):
+$0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable):
$0.00
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x1/33rd of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days after the close
of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*/s/Philip J. Collora, Vice President and
Secretary
-------------------------------------
Philip J. Collora, Vice President and
Secretary
Date: May 29, 1997
* Please print the name and title of the signing officer below the
signature.
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Investors Cash Trust
222 S. Riverside Plaza, Chicago Illinois 60606
2. Name of each series or class of funds for which this notice is
filed: Government Securities Portfolio
3. Investment Company Act File Number: 811-6103
Securities Act File Number: 33-34645
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 592,082,351
Aggregate Sale Price: $592,082,351
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 592,082,351
Aggregate Sale Price: $592,082,351
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
Number: 0
Aggregate Sale Price: $0
U.S. Securities and Exchange Commission, Rule 24f-2 Notice p.2
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10):
$592,082,351
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$0
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- -$654,093,497
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule
24e-2 (if applicable):
+$0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable):
$0.00
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x1/33rd of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days after the close
of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*/s/Philip J. Collora, Vice President and
Secretary
-------------------------------------
Philip J. Collora, Vice President and
Secretary
Date: May 29, 1997
* Please print the name and title of the signing officer below the
signature.
May 29, 1997
Investors Cash Trust
222 South Riverside Plaza
Chicago, Illinois 60606
Re: Rule 24f-2 for Investors Cash Trust (the "Fund")
File No. 33-34645
Ladies and Gentlemen:
Reference is made to your Registration Statement under the Securities Act
of 1933 and the Investment Company Act of 1940 (the "1940 Act") on Form N-1A
and all amendments thereto and the Rule 24f-2 Notice ("Notice") to be filed by
you with the Securities and Exchange Commission pursuant to Rule 24f-2 under
the 1940 Act for the fiscal year ended March 31, 1997. Reference is also made
to the 726,194,173 shares (the "Shares") specified in said Notice as having
been sold in reliance upon registration pursuant to Rule 24f-2.
Assuming that the Fund's Amended and Restated Agreement and
Declaration of Trust dated March 9, 1990, as amended on August 14, 1990 and
September 19, 1991, and the By-Laws of the Fund adopted March 17, 1990 are
presently in full force and effect and have not been amended in any respect and
that the resolutions adopted by the Board of Trustees of the Fund on March 2,
1990, March 17, 1990 and July 30, 1991 relating to organizational matters and
the issuance of shares are presently in full force and effect and have not been
amended in any respect, it is our opinion that the Shares, the registration of
which the Notice makes definite in number, were legally issued, fully paid
and nonassessable (although shareholders of the Fund may be subject to
liability under certain circumstances described in the Statement of
Additional Information in the Registration Statement of the Fund under the
caption "Shareholder Rights"). In rendering this opinion, we have relied
upon an opinion dated September 24, 1991 from Ropes & Gray of Boston,
Massachusetts and upon an Officer's Certificate executed by the Treasurer of
the Fund representing that all Shares of the Fund have been issued at the net
asset value determined in accordance with the Fund's prospectus. In
addition, we have taken note of the opinion dated May 19, 1997
from Ropes & Gray to the Tax-Exempt New York Money Market Fund.
This opinion is solely for the benefit of the Fund, the Fund's Board of
Trustees and the Fund's officers and may not be relied upon by any other
person without our prior written consent. We consent to the use of this
opinion in connection with the aforementioned Notice to be filed pursuant
to Rule 24f-2 under the 1940 Act.
Sincerely,
/s/VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
COK/DAS/acs
