<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 1998.
1933 ACT REGISTRATION NO. 33-34645
1940 ACT REGISTRATION NO. 811-6103
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. _ [ ]
Post-Effective Amendment No. 10 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 12 [X]
(Check appropriate box or boxes)
------------------
INVESTORS CASH TRUST
(Exact name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
<S> <C>
222 South Riverside Plaza, Chicago, Illinois 60606
(Address of Principal Executive Office) (Zip Code)
</TABLE>
Registrant's Telephone Number, including Area Code: (312) 537-7000
<TABLE>
<S> <C>
Philip J. Collora, Vice President and Secretary With a copy to:
Investors Cash Trust Cathy G. O'Kelly
222 South Riverside Plaza David A. Sturms
Chicago, Illinois 60606 Vedder, Price, Kaufman & Kammholz
(Name and Address of Agent for Service) 222 North LaSalle Street
Chicago, Illinois 60601
</TABLE>
It is proposed that this filing will become effective (check appropriate
box)
[ ] immediately upon filing pursuant to paragraph (b)
[X] on August 1, 1998 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.
================================================================================
<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
222 South Riverside Plaza
Chicago, Illinois 60606
TABLE OF CONTENTS
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<TABLE>
<S> <C>
Summary 1
- ------------------------------------------------
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
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Redemption of Shares 7
- ------------------------------------------------
Dividends and Taxes 10
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Investment Manager and Shareholder Services 11
- ------------------------------------------------
Performance 12
- ------------------------------------------------
Capital Structure 13
- ------------------------------------------------
</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, 1998, 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 8/98
INVESTORS
CASH
TRUST
PROSPECTUS August 1, 1998
INVESTORS CASH TRUST
Government Securities Portfolio
Treasury Portfolio
222 South Riverside Plaza, Chicago, Illinois 60606 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
222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606, 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 SHAREHOLDER SERVICES. Scudder 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 a
monthly investment management fee at 1/12 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
SHAREHOLDER TRANSACTION EXPENSES(1)................................... None
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES GOVERNMENT
(after fee waiver and expense absorption) (as a percentage of average net assets) SECURITIES TREASURY
PORTFOLIO PORTFOLIO
----------- ---------
<S> <C> <C>
Management Fees..................................................................................... .02% .02%
12b-1 Fees.......................................................................................... None None
Other Expenses...................................................................................... .23% .23%
---- ----
Total Operating Expenses............................................................................ .25% .25%
==== ====
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C>
You would pay the following expenses
on a $1,000 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,
1998, "Management Fees" would have been .15% and .15% and "Total Operating
Expenses" would have been .38% and .38% 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 1998 Annual Report to Shareholders are
incorporated herein by reference and may be obtained by writing or calling the
Fund.
2
<PAGE> 6
<TABLE>
<CAPTION>
SEPT. 27, 1990
YEAR ENDED MARCH 31, TO
1998 1997 1996 1995 1994 1993 1992 MARCH 31, 1991
GOVERNMENT SECURITIES PORTFOLIO ---- ---- ---- ---- ---- ---- ---- --------------
<S> <C> <C> <C> <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 1.00 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income .05 .05 .06 .05 .03 .03 .05 .03
- ---------------------------------------------------------------------------------------------------------------------------------
Less dividends declared .05 .05 .06 .05 .03 .03 .05 .03
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 5.50% 5.30 5.74 4.74 3.00 3.12 5.11 3.62
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER
EXPENSE ABSORPTION:
Expenses .25% .25 .25 .25 .25 .38 .40 .40
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.37% 5.17 5.57 4.72 2.96 3.13 4.74 6.68
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE
EXPENSE ABSORPTION:
Expenses .38% .32 .32 .33 .43 .56 .51 1.12
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.24% 5.10 5.50 4.64 2.78 2.95 4.63 5.96
- ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in
thousands) $312,194 168,933 230,944 176,024 129,611 129,025 104,959 50,031
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
DEC. 17, 1991
YEAR ENDED MARCH 31, TO
1998 1997 1996 1995 1994 1993 MARCH 31, 1992
TREASURY PORTFOLIO ---- ---- ---- ---- ---- ---- --------------
<S> <C> <C> <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 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income .05 .05 .05 .05 .03 .03 .01
- ---------------------------------------------------------------------------------------------------------------------------------
Less dividends declared .05 .05 .05 .05 .03 .03 .01
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 1.00 1.00 1.00 1.00 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 5.34% 5.15 5.66 4.69 2.96 3.09 1.10
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE
ABSORPTION:
Expenses .25% .25 .25 .25 .23 .37 .40
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.21% 5.03 5.48 4.76 2.92 2.97 3.76
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE
ABSORPTION:
Expenses .38% .37 .37 .39 .61 .78 .70
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.08% 4.91 5.36 4.62 2.54 2.56 3.46
- ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $74,290 63,347 101,576 65,389 28,683 20,275 4,723
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: The Adviser has agreed to temporarily waive its management fee and absorb
certain operating expenses of the Portfolios. 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
3
<PAGE> 7
securities, which reduces transaction costs and increases yields. A Portfolio's
investments are subject to price fluctuations resulting from rising or declining
interest rates. Because of their short maturities, liquidity and high quality,
short-term U.S. Government securities, such as those in which the Portfolios
invest, are generally considered to be the safest available. The Government
guarantee of the securities owned by the Portfolios, however, does not guarantee
the net asset value of the Portfolios' shares. There can be no assurance that a
Portfolio will achieve its objective or that it will maintain a net asset value
of $1.00 per share.
GOVERNMENT SECURITIES PORTFOLIO. The Government Securities Portfolio seeks
maximum current income consistent with stability of capital. The Portfolio
pursues its objective by investing exclusively in U.S. Treasury bills, notes,
bonds and other obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements of such obligations. All
securities purchased mature in 12 months or less. Some securities issued by U.S.
Government agencies or instrumentalities are supported only by the credit of the
agency or instrumentality, such as those issued by the Federal Home Loan Bank;
and others have an additional line of credit with the U.S. Treasury, such as
those issued by the Federal National Mortgage Association and Farm Credit
System. Also, as to securities supported only by the credit of the issuing
agency or instrumentality or by an additional line of credit with the U.S.
Treasury, there is no guarantee that the U.S. Government will provide support to
such agencies or instrumentalities and such securities may involve risk of loss
of principal and interest. The Portfolio's investments in obligations issued or
guaranteed by U.S. Government agencies or instrumentalities currently are
limited to those issued or guaranteed by the following entities: Federal Land
Bank, Farm Credit System, Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation, Federal National Mortgage Association, Government National Mortgage
Association and Export-Import Credit Bank. The foregoing list of acceptable
entities is subject to change by action of the Fund's Board of Trustees;
however, the Fund will provide written notice to shareholders at least sixty
(60) days before any purchase by the Portfolio of obligations issued or
guaranteed by an entity not named above.
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
4
<PAGE> 8
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.
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, and except that all or
substantially all of the assets of the Portfolio may be invested in another
registered investment company having the same investment objective and
substantially similar investment policies as the Portfolio ("Master/Feeder
Exception").
(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, and except for the Master/Feeder Exception defined above.
5
<PAGE> 9
The Treasury Portfolio may not:
(1) Purchase any securities other than obligations issued by the U.S. Government
and repurchase agreements of such obligations, and except for the Master/Feeder
Exception defined above.
For each portfolio, implementation of the Master/Feeder Exception is subject to
approval by a majority of the outstanding voting securities of the applicable
Portfolio, as defined under the Investment Company Act of 1940.
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. 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 calendar day if effected at 3:00 p.m. Chicago time. 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
calendar 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.
6
<PAGE> 10
If payment is wired in Federal Funds, the payment should be directed to United
Missouri Bank of Kansas City, N.A. (ABA #101-000-695), 10th and Grand Avenue,
Kansas City, MO 64106 for credit to the appropriate Fund bank account
(ICT-Treasury Portfolio, Fund 43:98-7036-760-2; ICT-Government Securities Fund
44:98-0120-0321-1).
CLIENTS OF FIRMS. Firms provide varying arrangements for their clients with
respect to the purchase and redemption of Fund shares and the confirmation
thereof. Such firms are responsible for the prompt transmission of purchase and
redemption orders. Some firms may establish higher minimum investment
requirements than set forth above. A firm may arrange with its clients for other
investment or administrative services. Such firms may independently establish
and charge additional amounts to their clients for such services, which charges
would reduce the clients' yield or return. Firms may also hold Fund shares in
nominee or street name as agent for and on behalf of their clients. In such
instances, the Fund's transfer agent will have no information with respect to or
control over the accounts of specific shareholders. Such shareholders may obtain
access to their accounts and information about their accounts only from their
firm. Certain of these firms may receive compensation from the Fund's
Shareholder Service Agent for recordkeeping and other expenses relating to these
nominee accounts. In addition, certain privileges with respect to the purchase
and redemption of shares (such as check writing redemptions) or the reinvestment
of dividends may not be available through such firms or may only be available
subject to conditions and limitations. Some firms may participate in a program
allowing them access to their clients' accounts for servicing including, without
limitation, transfers of registration and dividend payee changes; and may
perform functions such as generation of confirmation statements and disbursement
of cash dividends. The prospectus should be read in connection with such firm's
material regarding its fees and services.
OTHER INFORMATION. The Fund reserves the right to withdraw all or any part of
the offering made by this prospectus or to reject purchase orders without prior
notice. All orders to purchase shares are subject to acceptance by the Fund and
are not binding until confirmed or accepted in writing. Any purchase that would
result in total account balances for a single shareholder in excess of $3
million is subject to prior approval by the Fund. Share certificates are issued
only on request to the Fund. A $10 service fee will be charged when a check for
purchase of shares is returned because of insufficient or uncollected funds or a
stop payment order.
Shareholders should direct their inquiries to the firm from which they received
this prospectus or to Kemper Service Company, the Fund's "Shareholder Service
Agent," 811 Main Street, Kansas City, Missouri 64105-2005.
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
certain Automated Clearing House ("ACH") transactions, 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
7
<PAGE> 11
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 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 certain ACH
transactions may not be redeemed under this privilege of redeeming shares by
telephone request until such shares have been owned for at least 10 days. This
privilege of redeeming shares by telephone request or by written request without
a signature guarantee may not be used to redeem shares held in 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
8
<PAGE> 12
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 certain ACH transactions 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 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 certain ACH transactions 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 certain ACH transactions 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.
9
<PAGE> 13
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 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
10
<PAGE> 14
purposes. However, those who have incomplete records may obtain historical
account transaction information at a reasonable fee.
INVESTMENT MANAGER AND SHAREHOLDER SERVICES
INVESTMENT MANAGER. Scudder Kemper Investments, Inc. (the "Adviser"), 345 Park
Avenue, New York, New York, 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 with more than $210 billion in
assets under management and has been engaged in the management of investment
funds for more than seventy years. Zurich Insurance Company, a leading
internationally recognized provider of insurance and financial services in
property/casualty and life insurance, reinsurance and structured financial
solutions as well as asset management, owns approximately 70% of the Adviser,
with the balance owned by the Adviser's officers and employees.
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 a monthly
investment management fee at 1/12 of .15% of the combined average daily net
assets of the Portfolios. The Adviser has agreed to temporarily waive its
management fee and absorb or pay each Portfolio's operating expenses to the
extent that they exceed .25% of average daily net assets of the Portfolio on an
annual basis. For this purpose, "Portfolio operating expenses" do not include
taxes, interest, extraordinary expenses, brokerage commissions or transaction
costs. Upon notice to the Fund, the Adviser may terminate this waiver or expense
absorption with respect to a Portfolio at any time.
FUND ACCOUNTING AGENT. Scudder Fund Accounting Corporation ("SFAC"), a
subsidiary of the Adviser, is responsible for determining the daily net asset
value per share of each Portfolio and maintaining all accounting records related
thereto. Currently, SFAC receives no fee for its services; however, subject to
Board approval, at some time in the future SFAC may seek payment for its
services under its agreement with the Fund.
YEAR 2000 COMPLIANCE. Like other mutual funds and financial and business
organizations worldwide, the Fund could be adversely affected if computer
systems on which the Fund relies, which primarily include those used by the
Adviser, its affiliates or other service providers, are unable to correctly
process date-related information on and after January 1, 2000. This risk is
commonly called the Year 2000 Issue. Failure to successfully address the Year
2000 Issue could result in interruptions to and other material adverse effects
on the Fund's business and operations. The Adviser has commenced a review of the
Year 2000 Issue as it may affect the Fund and is taking steps it believes are
reasonably designed to address the Year 2000 Issue, although there can be no
assurances that these steps will be sufficient. In addition, there can be no
assurances that the Year 2000 Issue will not have an adverse effect on the
companies whose securities are held by the Fund or on global markets or
economies generally.
UNDERWRITER. Pursuant to an underwriting agreement, Kemper Distributors, Inc.
(the "Underwriter" or the "Administrator"), 222 South Riverside Plaza, Chicago,
Illinois 60606, 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
11
<PAGE> 15
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. In addition, the Administrator
may, from time to time, from its own resources pay certain firms additional
amounts for such services including, without limitation, fixed dollar amounts
and amounts based upon a percentage of net assets or increased net assets in
those Fund accounts that said firms maintain and service.
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary
Trust Company ("IFTC"), 801 Pennsylvania Avenue, 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/Financial Data, Inc. or Money Market Insight(R),
reporting services on money market funds. Investors may want to compare a
Portfolio's performance to that of various bank products as reported by BANK
RATE MONITORTM, a financial reporting service that weekly publishes average
rates of bank and thrift institution money market deposit accounts and interest
bearing checking accounts or various certificate of deposit indexes. The
performance of a Portfolio also may be compared to that of U.S. Treasury bills
and notes. Certain of these alternative investments may offer fixed rates of
return and guaranteed principal and may be insured. In addition, investors may
want to compare 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.
12
<PAGE> 16
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. 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.
13
<PAGE> 17
Investors Cash
Trust
Prospectus
August 1, 1998
ICT-1 8/98 (LOGO)printed on recycled paper
<PAGE> 18
INVESTORS CASH TRUST
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART B
OF FORM N-1A AND STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
LOCATION IN STATEMENT OF
ITEM NUMBER ADDITIONAL INFORMATION
OF FORM N-1A ------------------------
<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> 19
STATEMENT OF ADDITIONAL INFORMATION
AUGUST 1, 1998
INVESTORS CASH TRUST
222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
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, 1998. 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-5
Performance................................................. B-6
Officers and Trustees....................................... B-8
Special Features............................................ B-10
Shareholder Rights.......................................... B-11
</TABLE>
The financial statements appearing in the Fund's 1998 Annual Report to
Shareholders are incorporated herein by reference. The Fund's Annual Report
accompanies this Statement of Additional Information.
ICT 33 8/98
<PAGE> 20
INVESTMENT MANAGER AND SHAREHOLDER SERVICES
INVESTMENT MANAGER. Scudder Kemper Investments, Inc. (the "Adviser") 345 Park
Avenue, New York, New York, is the Fund's investment manager. The Adviser is
approximately 70% owned by Zurich Insurance Company, a leading internationally
recognized company provider of insurance and financial services in
property/casualty and life insurance, reinsurance and structured financial
solutions as well as asset management. The balance of Scudder Kemper is owned by
Scudder Kemper's officers and employees. 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 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 and maintaining
all accounting records related thereto, 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.
For services and facilities furnished, the Fund pays a monthly investment
management fee of 1/12 of .15% of average daily net assets of the Government
Securities and Treasury Portfolios. 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. Currently, there are no state expense limitations in effect. The
investment management fee is computed based on the combined average daily net
assets of all Portfolios and 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 $342,000, $320,000 and $317,000 for the fiscal years ended March 31, 1998,
1997 and 1996, respectively. The Fund incurred investment management fees of
$91,000, $122,000 and $120,000 for the Treasury Portfolio for the fiscal years
ended March 31, 1998, 1997 and 1996, respectively. 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 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, 1998, 1997 and 1996, the Adviser waived or absorbed $294,000,
$150,000 and $154,000, respectively, of the Government Securities Portfolio's
operating expenses. During the fiscal years ended March 31, 1998, 1997 and 1996
the
B-1
<PAGE> 21
Adviser waived or absorbed $81,000, $98,000 and $100,000, respectively, of the
Treasury Portfolio's operating expenses.
Certain trustees or officers of the Fund are also directors or officers of the
Adviser and its affiliates as indicated under "Officers and Trustees."
FUND ACCOUNTING AGENT. Scudder Fund Accounting Corporation ("SFAC"), a
subsidiary of the Adviser, is responsible for determining the daily net asset
value per share of the Fund and maintaining all accounting records related
thereto. Currently, SFAC receives no fee for its services to the Fund; however,
subject to Board approval, at some time in the future, SFAC may seek payment for
its services under this agreement.
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.
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. 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.
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. During the fiscal years ended March 31, 1998,
1997 and 1996, the Government Securities Portfolio incurred administrative
services fees of $228,000, $213,000 and $211,000, respectively, and the
Administrator (or the Adviser as predecessor to the Administrator) paid
$114,000, $106,000 and $105,000, respectively, as service fees to firms,
including $0, $0 and $38,000, respectively, paid to firms then affiliated with
the Administrator and the Treasury Portfolio incurred administrative services
fees of $60,000, $81,000 and $80,000, respectively, and the Administrator (or
the Adviser as predecessor to the Administrator) paid $31,000, $41,000 and
$40,000, respectively, as service fees to firms, including $0, $0 and $9,000,
respectively, paid to firms then affiliated with the Administrator.
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary
Trust Company ("IFTC"), 801 Pennsylvania Avenue, 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
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
B-2
<PAGE> 22
$13 per year per account plus out-of-pocket expense reimbursement. During the
fiscal year ended March 31, 1998, IFTC remitted shareholder service fees in the
amount of $26,000 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.
LEGAL COUNSEL. Vedder, Price, Kaufman & Kammholz, 222 North LaSalle Street,
Chicago, Illinois, 60601, serves as legal counsel for the Fund.
PORTFOLIO TRANSACTIONS
BROKERAGE
Allocation of brokerage is supervised by the Adviser.
The primary objective of the Adviser in placing orders for the purchase and sale
of securities for a Fund's portfolio is to obtain the most favorable net results
taking into account such factors as price, commission where applicable, size of
order, difficulty of execution and skill required of the executing
broker/dealer. The Adviser seeks to evaluate the overall reasonableness of
brokerage commissions paid (to the extent applicable) through its familiarity
with commissions charged on comparable transactions, as well as by comparing
commissions paid by a Fund to reported commissions paid by others. The Adviser
reviews on a routine basis commission rates, execution and settlement services
performed, making internal and external comparisons.
When it can be done consistently with the policy of obtaining the most favorable
net results, it is the Adviser's practice to place such orders with
broker/dealers who supply research, market and statistical information to a
Fund. The term "research, market and statistical information" includes advice as
to the value of securities: the advisability of investing in, purchasing or
selling securities; the availability of securities or purchasers or sellers of
securities; and analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts.
The Adviser is authorized when placing portfolio transactions for a Fund to pay
a brokerage commission in excess of that which another broker might charge for
executing the same transaction solely on account of the receipt of research,
market or statistical information. In effecting transactions solely on account
of the receipt of research, market or statistical information. In effecting
transactions in over-the-counter securities, orders are placed with the
principal market makers for the security being traded unless, after exercising
care, it appears that more favorable results are available elsewhere.
In selecting among 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 a Fund managed by the Adviser.
To the maximum extent feasible, it is expected that the Adviser will place
orders for portfolio transactions through Scudder Investor Services, Inc.
("SIS"), a corporation registered as a broker-dealer and a subsidiary of the
Adviser. SIS will place orders on behalf of the Fund with issuers, underwriters
or other brokers and dealers. SIS will not receive any commission, fee or other
remuneration from the Fund for this service.
Although certain research, market and statistical information from
broker/dealers may be useful to a Fund and to the Adviser, it is the opinion of
the Adviser that such information only supplements its own research effort since
the information must still be analyzed, weighed and reviewed by the Adviser's
staff. Such information may be useful to the Adviser in providing services to
clients other than the Fund and not all such information is used by the Adviser
in connection with the Fund. Conversely, such information provided to the
Adviser by broker/dealers through whom other clients of the Adviser effect
securities transactions may be useful to the Adviser in providing services to a
Fund.
B-3
<PAGE> 23
The Board members for a Fund review from time to time whether the recapture for
the benefit of a Fund of some portion of the brokerage commissions or similar
fees paid by a Fund on portfolio transactions is legally permissable and
advisable.
A Fund's average portfolio turnover rate is the ratio of the lesser of sales or
purchases to the monthly average value of the portfolio securities owned during
the year, excluding all securities with maturities or expiration dates at the
time of acquisition of one year or less. A higher rate involves greater
brokerage transaction expenses to a Fund and may result in the realization of
net capital gains, which would be taxable to shareholders, when distributed.
Purchases and sales are made for a Fund's portfolio whenever necessary, in
management's opinion, to meet a Fund's objective.
Money market instruments are normally purchased in principal transactions
directly from the issuer or from an underwriter or market maker. There usually
are no brokerage commissions paid by the Fund for such purchases. During the
last three fiscal years the Fund paid no portfolio brokerage commissions.
Purchases from underwriters will include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
will include the spread between the bid and asked prices.
PURCHASE AND REDEMPTION OF SHARES
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
B-4
<PAGE> 24
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 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
B-5
<PAGE> 25
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, 1998, the Government Securities Portfolio's seven-day yield was
5.31% and the Treasury Portfolio's seven-day yield was 5.25%.
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, 1998, the Government
Securities Portfolio's seven-day effective yield was 5.45% and the Treasury
Portfolio's seven-day effective yield was 5.39%.
Each Portfolio's yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in a Portfolio will
actually yield for any given future period. Actual yields will depend not only
on changes in interest rates on money market instruments during the period in
which the investment in a Portfolio is held, but also on such matters as
Portfolio expenses.
Investors have an extensive choice of money market funds and money market
deposit accounts and the information below may be useful to investors who wish
to compare the past performance of a Portfolio with that of its competitors.
Past performance cannot be a guarantee of future results.
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
3/30/98.............. 5.31% 5.25% 5.19% 3/31/98......... .45% .44% .44%
1 month ended 3 months ended
3/31/98.............. 5.34 5.20 5.15 3/31/98......... 1.33 1.29 1.30
<CAPTION>
Lipper
Institutional
U.S. Treasury
Money
Market
Funds
Period Average
------ -------------
<S> <C>
7 days ended
3/30/98.............. .43%
1 month ended
3/31/98.............. 1.26
</TABLE>
B-6
<PAGE> 26
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)
Interest Bearing
Money Market Checking Government
Deposit Accounts Accounts Securities Treasury
Date (stated rate) (stated rate) Portfolio Portfolio
---- ---------------- ---------------- ---------- ---------
<S> <C> <C> <C> <C>
April 1, 1998.............. 2.53% 1.21% 5.31% 5.25%
</TABLE>
The rates published by the BANK RATE MONITOR National Index(TM) are averages of
the personal account rates offered on the Wednesday prior to the date of
publication by 100 of the leading bank and thrift institutions in the ten
largest Consolidated Metropolitan Statistical Areas. Account minimums range
upward from $2,000 in each institution and compounding methods vary. Interest
bearing checking accounts generally offer unlimited checking while money market
deposit accounts generally restrict the number of checks that may be written. If
more than one rate is offered, the lowest rate is used. Rates are determined by
the financial institution and are subject to change at any time specified by the
institution. Bank products represent an alternative income producing product.
Bank and thrift institution account deposits may be insured. Shareholder
accounts in the Fund are not insured. Bank passbook savings accounts share some
liquidity features with money market mutual fund accounts but they may not offer
all the features available from a money market mutual fund, such as
checkwriting. Bank passbook savings accounts normally offer a fixed rate of
interest, while the yield of each Portfolio fluctuates. Bank checking accounts
normally do not pay interest but share some liquidity features with money market
mutual fund accounts (e.g., the ability to write checks against the account).
Bank certificates of deposit may offer fixed or variable rates for a set term.
(Normally, a variety of terms are available.) Withdrawal of these deposits prior
to maturity normally will be subject 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 listed below. All persons named as trustees also serve in similar capacities
for other funds advised by the Adviser.
DAVID W. BELIN (6/20/28), Trustee, 2000 Financial Center, 7th and Walnut, Des
Moines, Iowa; Member, Belin Lamson McCormick Zumbach Flynn, P.C. (attorneys).
LEWIS A. BURNHAM (1/8/33), Trustee, 16410 Avila Boulevard, Tampa, Florida;
Retired; formerly, Partner, Business Resources Group; formerly, Executive Vice
President, Anchor Glass Container Corporation.
DONALD L. DUNAWAY (3/8/37), Trustee, 7515 Pelican Bay Boulevard, Naples,
Florida; Retired; formerly, Executive Vice President, A. O. Smith Corporation
(diversified manufacturer).
B-7
<PAGE> 27
ROBERT B. HOFFMAN (12/11/36), Trustee, 800 North Lindbergh Boulevard, St. Louis,
Missouri; Vice Chairman and Chief Financial Officer, Monsanto Company
(agricultural, pharmaceutical and nutritional/food products); formerly, Vice
President, Head of International Operations FMC Corporation (manufacturer of
machinery and chemicals).
DONALD R. JONES (1/17/30), Trustee, 182 Old Wick Lane, Inverness, Illinois;
Retired; Director, Motorola, Inc. (manufacturer of electronic equipment and
components); formerly, Executive Vice President and Chief Financial Officer,
Motorola, Inc.
SHIRLEY D. PETERSON (9/3/41), Trustee, 401 Rosemont Avenue, Frederick, Maryland;
President, Hood College; formerly, partner, Steptoe & Johnson (attorneys); prior
thereto, Commissioner, Internal Revenue Service; prior thereto, Assistant
Attorney General, U.S. Department of Justice; Director; Bethlehem Steel Corp.
DANIEL PIERCE (3/18/34), Chairman and Trustee*, Two International Place, Boston,
Massachusetts; Managing Director, Adviser; Director, Fiduciary Trust Company and
Fiduciary Company Incorporated.
WILLIAM P. SOMMERS (7/22/33), Trustee, 333 Ravenswood Avenue, Menlo Park,
California; President and Chief Executive Officer, SRI International (research
and development); formerly, 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.
EDMOND D. VILLANI (3/4/47), Trustee*, 345 Park Avenue, New York, New York;
President, Chief Executive Officer and Managing Director, Adviser.
MARK S. CASADY (9/21/60), President*, 345 Park Avenue, New York, New York;
Managing Director, Adviser.
PHILIP J. COLLORA (11/15/45), Vice President and Secretary*, 222 South Riverside
Plaza, Chicago, Illinois; Attorney, Senior Vice President, Adviser.
THOMAS W. LITTAUER (4/26/55), Vice President*, Two International Place, Boston,
Massachusetts; Managing Director, Adviser; formerly, Head of Broker Dealer
Division of an unaffiliated investment management firm during 1997; prior
thereto, President of Client Management Services of an unaffiliated investment
management firm from 1991 to 1996.
ANN M. McCREARY (11/6/56), Vice President*, 345 Park Avenue, New York, New York;
Managing Director, Adviser.
ROBERT C. PECK, JR. (10/1/46), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Adviser; formerly, Executive Vice
President and Chief Investment Officer with an unaffiliated investment
management firm from 1988 to June 1997.
KATHRYN L. QUIRK (12/3/52), Vice President*, 345 Park Avenue, New York, New
York; Managing Director, Adviser.
FRANK J. RACHWALSKI, JR. (3/26/45), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Adviser.
LINDA J. WONDRACK (9/12/64), Vice President*, Two International Place, Boston,
Massachusetts; Senior Vice President, Adviser.
JOHN R. HEBBLE (6/27/58), Treasurer*, Two International Place, Boston,
Massachusetts; Senior Vice President, Adviser.
CAROLINE PEARSON (4/1/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Senior Vice President, Adviser.
B-8
<PAGE> 28
MAUREEN E. KANE (2/14/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Vice President, Adviser.
ELIZABETH C. WERTH (10/1/47), Assistant Secretary*, 222 South Riverside Plaza,
Chicago, Illinois; Vice President, Adviser; and Vice President, 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, 1998 except that the information in the last
column is for calendar year 1997.
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION FROM
COMPENSATION KEMPER FUND COMPLEX
NAME OF TRUSTEE FROM FUND PAID TO TRUSTEES(2)
--------------- ------------ -------------------
<S> <C> <C>
David W. Belin(1)......................................... $3,200 $168,100
Lewis A. Burnham.......................................... 2,700 117,800
Donald L. Dunaway(1)...................................... 3,100 162,700
Robert B. Hoffman......................................... 2,600 109,400
Donald R. Jones........................................... 2,700 114,200
Shirley D. Peterson....................................... 2,500 114,000
William P. Sommers........................................ 2,500 109,400
</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 Zurich Money Funds--Zurich
Money Market Fund. Total deferred fees and interest accrued for the latest
and all prior fiscal years are $14,600 for Mr. Belin and $14,700 for Mr.
Dunaway from Investors Cash Trust.
(2) Includes compensation for service on the Boards of 25 Kemper funds with 43
fund portfolios. Each trustee currently serves as trustee of 26 Kemper Funds
with 48 fund portfolios. Total compensation does not reflect amounts paid by
Adviser to the trustees for meetings regarding the combination of Scudder
and ZKI. Such amounts totaled $21,900, $25,400, $21,900, $17,300, $20,800,
$24,200 and $21,900 for Messrs. Belin, Burnham, Dunaway, Hoffman, Jones,
Peterson and Sommers, respectively.
B-9
<PAGE> 29
On July 1, 1998, the trustees and officers as a group owned less than 1% of the
outstanding shares of each Portfolio. No person owned of record 5% or more of
the outstanding shares of the Treasury Portfolio and Government Securities
Portfolio except the entities indicated in the chart below.
<TABLE>
<CAPTION>
%
NAME AND ADDRESS OWNED PORTFOLIO
---------------- ----- ---------
<S> <C> <C>
Upper Gwynedd Township**.................................... 12.08 Treasury
c/o Invest Financial Corporation
2701 N. Rocky Point Drive
Tampa, FL 33607
First of America -- Michigan*............................... 17.81 Treasury
P.O. Box 4042
Kalamazoo, MI 49003
Walker County*.............................................. 6.60 Treasury
c/o Funds Management Group, Inc.
5005 Woodway
Houston, TX 77056
Angelina County**........................................... 15.09 Treasury
P.O. Box 908
Lufkin, TX 75902
Erath County**.............................................. 9.77 Treasury
c/o Funds Management Group, Inc.
5005 Woodway
Houston, TX 77056
Federal Rural Electric Ins. Co.**........................... 5.18 Treasury
c/o Everen Securities
77 W. Wacker Dr.
Chicago, IL 60601
City of El Campo**.......................................... 5.06 Treasury
c/o Funds Management Group, Inc.
5005 Woodway
Houston, TX 77056
Lamb County**............................................... 6.98 Treasury
c/o Funds Management Group, Inc.
5005 Woodway
Houston, TX 77056
Pecos County**.............................................. 5.59 Government Securities
c/o Funds Management Group, Inc.
5005 Woodway
Houston, TX 77056
Asset Preservation, Inc.**.................................. 14.28 Government Securities
c/o Everen Securities
77 W. Wacker Dr.
Chicago, IL 60601
</TABLE>
- ---------------
* Record and beneficial owner.
** Beneficial owner.
B-10
<PAGE> 30
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 Series, 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 Value Series, Inc., Kemper Value Plus Growth Fund, Kemper Quantitative
Equity Fund, Kemper Horizon Fund, Kemper Europe Fund, Kemper Asian Growth Fund,
Kemper Aggressive Growth Fund, Kemper Global/International Series, Inc., Kemper
U.S. Growth and Income Fund, Kemper -- Dreman Financial Services Fund, Kemper
Value Fund, Kemper Classic Growth Fund and Kemper Global Discovery Fund ("Kemper
Mutual Funds") and certain "Money Market Funds" (Zurich Money Funds, Zurich
Yieldwise Money Fund, Cash Equivalent Fund, Tax-Exempt California Money Market
Fund, Cash Account Trust, Investors Municipal Cash Fund and Investors Cash
Trust). Shares of Money Market Funds and Kemper Cash Reserves Fund that were
acquired by purchase (not including shares acquired by dividend reinvestment)
are subject to the applicable sales charge on exchange. In addition, shares of a
Kemper Fund in excess of $1,000,000 (except Kemper Cash Reserves Fund), acquired
by exchange from another Fund may not be exchanged thereafter until they have
been owned for 15 days (the "15-Day Hold Policy"). For purposes of determining
whether the 15-Day Hold Policy applies to a particular exchange, the value of
the shares to be exchanged shall be computed by aggregating the value of shares
being exchanged for all accounts under common control, discretion or advice,
including without limitation accounts administered by a financial services firm
offering market timing, asset allocation or similar services. Series of Kemper
Target Equity Fund will be available on exchange only during the Offering Period
for such series as described in the prospectus for such series. Cash Equivalent
Fund, Tax-Exempt California Money Market Fund, Cash Account Trust, Investors
Municipal Cash Fund and Investors Cash Trust are available on exchange but only
through a financial services firm having a services agreement with 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 the portfolios of Investors Municipal Cash Fund are available for sale in
certain states.
The total value of shares being exchanged must at least equal the minimum
investment requirement of the fund into which they are being exchanged.
Exchanges are made based on relative dollar values of the shares involved in the
exchange. There is no service fee for an exchange; however, financial services
firms may charge for their services in 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-11
<PAGE> 31
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-12
<PAGE> 32
Investors Cash Trust 2
- --------------------------------------------------------------------------------
GOVERNMENT SECURITIES PORTFOLIO
Investments at March 31, 1998
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
SHORT-TERM NOTES
(Issued or guaranteed by U.S. government
agencies or instrumentalities)
- -----------------------------------------------------------
(a)Federal Farm Credit Banks
5.61%, 4/1/98 $ 5,000
- -----------------------------------------------------------
Federal Home Loan Bank
5.41% - 5.51%, 4/7/98 - 6/26/98 33,991
(a) 5.54% - 5.60%, 4/7/98 - 5/2/98 13,096
- -----------------------------------------------------------
Federal Home Loan Mortgage Corp.
5.41% - 5.54%, 4/3/98 - 6/8/98 66,163
(a) 5.90%, 4/1/98 3,152
- -----------------------------------------------------------
Federal National Mortgage Association
(a) 5.28% - 5.60%, 4/1/98 - 4/7/98 23,045
5.42% - 5.57%, 4/10/98 - 6/26/98 43,651
- -----------------------------------------------------------
TOTAL SHORT-TERM NOTES--60.2%
(average maturity: 30 days) 188,098
- -----------------------------------------------------------
(b)REPURCHASE AGREEMENTS
(Dated 1/98 - 3/98, collateralized by Federal Home
Loan Mortgage Corporation, Federal National
Mortgage Association and U.S. Treasury securities)
- -----------------------------------------------------------
Bear, Stearns & Co., Inc.
5.56% - 5.57%, 4/29/98 - 5/6/98 14,000
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
CS First Boston, Inc.
5.50%, 4/3/98 $ 10,000
- -----------------------------------------------------------
Goldman, Sachs & Co.
5.45% - 5.51%, 4/1/98 - 6/3/98 26,500
- -----------------------------------------------------------
Merrill Lynch Government Securities, Inc.
(held at The Chase Manhattan Bank)
5.45% - 6.00%, 4/1/98 - 6/24/98 40,500
- -----------------------------------------------------------
Morgan Stanley, Dean Witter, Discover & Co.
5.52% - 5.59%, 4/6/98 - 4/20/98 12,000
- -----------------------------------------------------------
Nomura Securities International, Inc.
5.50% - 5.57%, 4/1/98 - 6/3/98 20,000
- -----------------------------------------------------------
TOTAL REPURCHASE AGREEMENTS--39.4%
(average maturity: 20 days) 123,000
- -----------------------------------------------------------
TOTAL INVESTMENTS--99.6%
(average maturity: 26 days) 311,098
- -----------------------------------------------------------
CASH AND OTHER ASSETS, LESS LIABILITIES--.4% 1,096
- -----------------------------------------------------------
NET ASSETS--100% $312,194
- -----------------------------------------------------------
</TABLE>
<PAGE> 33
Investors Cash Trust 3
- --------------------------------------------------------------------------------
TREASURY PORTFOLIO
Investments at March 31, 1998
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
U.S. TREASURY BILLS--37.8%
- -----------------------------------------------------------
5.29% - 5.40%, 4/16/98 - 4/23/98
(average maturity: 18 days) $28,129
- -----------------------------------------------------------
(b)REPURCHASE AGREEMENTS
(Dated 1/98 - 3/98, collateralized by U.S. Treasury
securities)
- -----------------------------------------------------------
CS First Boston, Inc.
5.48%, 5/6/98 3,300
- -----------------------------------------------------------
Dresdner Security (USA), Inc.
5.40%, 4/6/98 3,000
- -----------------------------------------------------------
Goldman, Sachs & Co.
5.37% - 5.41%, 4/8/98 - 4/27/98 7,200
- -----------------------------------------------------------
Lehman Government Securities, Inc.
5.40%, 5/13/98 3,400
- -----------------------------------------------------------
Merrill Lynch Government Securities, Inc.
(held at The Chase Manhattan Bank)
5.35% - 5.80%, 4/1/98 - 5/27/98 10,300
- -----------------------------------------------------------
J. P. Morgan Securities, Inc.
5.40% - 5.43%, 4/14/98 - 6/10/98 6,000
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Morgan Stanley, Dean Witter, Discover & Co.
5.40%, 4/13/98 - 5/18/98 $ 3,500
- -----------------------------------------------------------
Nomura Securities International, Inc.
5.42% - 5.44%, 4/8/98 3,200
- -----------------------------------------------------------
(c)UBS Securities, Inc.
5.40%, 4/8/98 - 5/27/98 6,800
- -----------------------------------------------------------
TOTAL REPURCHASE AGREEMENTS--62.9%
(average maturity: 25 days) 46,700
- -----------------------------------------------------------
TOTAL INVESTMENTS--100.7%
(average maturity: 22 days) 74,829
- -----------------------------------------------------------
LIABILITIES, LESS OTHER ASSETS--(.7%) (539)
- -----------------------------------------------------------
NET ASSETS--100% $74,290
- -----------------------------------------------------------
</TABLE>
NOTES TO PORTFOLIOS OF INVESTMENTS
Interest rates represent annualized yield to date of maturity, except for
variable rate securities described in Note (a). For each security, cost (for
financial reporting and federal income tax purposes) and carrying value are the
same. Likewise, carrying value approximates principal amount.
(a) Variable rate securities. The rates shown are the current rates at March 31,
1998. 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.
(c) Illiquid securities which represented 9.2% of the Treasury Portfolio's net
assets at March 31, 1998.
See accompanying Notes to Financial Statements.
<PAGE> 34
Investors Cash Trust 4
- --------------------------------------------------------------------------------
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 portfolio of investments, of the Government Securities and Treasury
Portfolios, comprising Investors Cash Trust, as of March 31, 1998, 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 years since 1994. 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, 1998, 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, 1998, 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 years since 1994, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
May 18, 1998
<PAGE> 35
Investors Cash Trust 5
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1998
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GOVERNMENT SECURITIES TREASURY
ASSETS PORTFOLIO PORTFOLIO
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------
Investments, at amortized cost:
Short-term securities $188,098 28,129
- ------------------------------------------------------------------------------------------------------
Repurchase agreements 123,000 46,700
- ------------------------------------------------------------------------------------------------------
Cash 1,363 --
- ------------------------------------------------------------------------------------------------------
Interest receivable 1,041 260
- ------------------------------------------------------------------------------------------------------
Total assets 313,502 75,089
- ------------------------------------------------------------------------------------------------------
LIABILITIES AND NET ASSETS
- ------------------------------------------------------------------------------------------------------
Cash overdraft -- 468
- ------------------------------------------------------------------------------------------------------
Payable for:
Dividends 1,259 315
- ------------------------------------------------------------------------------------------------------
Fund shares redeemed 3 --
- ------------------------------------------------------------------------------------------------------
Administrative services fee 2 5
- ------------------------------------------------------------------------------------------------------
Trustees' fees and other 44 11
- ------------------------------------------------------------------------------------------------------
Total liabilities 1,308 799
- ------------------------------------------------------------------------------------------------------
Net assets applicable to shares outstanding $312,194 74,290
- ------------------------------------------------------------------------------------------------------
THE PRICING OF SHARES
- ------------------------------------------------------------------------------------------------------
Shares outstanding 312,194 74,290
- ------------------------------------------------------------------------------------------------------
Net asset value and redemption price per share $1.00 1.00
- ------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 36
Investors Cash Trust 6
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Year ended March 31, 1998
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GOVERNMENT SECURITIES TREASURY
PORTFOLIO PORTFOLIO
--------------------- ---------
<S> <C> <C>
INTEREST INCOME $12,811 3,298
- ----------------------------------------------------------------------------------------------------------
EXPENSES:
Management fee 342 91
- ----------------------------------------------------------------------------------------------------------
Administrative services fee 228 60
- ----------------------------------------------------------------------------------------------------------
Custodian and transfer agent fees and related expenses 54 10
- ----------------------------------------------------------------------------------------------------------
Reports to shareholders 8 6
- ----------------------------------------------------------------------------------------------------------
Registration costs 190 42
- ----------------------------------------------------------------------------------------------------------
Professional fees 25 9
- ----------------------------------------------------------------------------------------------------------
Trustees' fees and other 17 14
- ----------------------------------------------------------------------------------------------------------
Total expenses before expense waiver 864 232
- ----------------------------------------------------------------------------------------------------------
Less expenses waived by the investment manager (294) (81)
- ----------------------------------------------------------------------------------------------------------
Total expenses absorbed by the Fund 570 151
- ----------------------------------------------------------------------------------------------------------
Net investment income $12,241 3,147
- ----------------------------------------------------------------------------------------------------------
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS
Years ended March 31, 1998 and 1997
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GOVERNMENT SECURITIES TREASURY
PORTFOLIO PORTFOLIO
---------------------- -------------------
1998 1997 1998 1997
---------------------- -------------------
<S> <C> <C> <C> <C>
OPERATIONS, DIVIDENDS AND
CAPITAL SHARE ACTIVITY
Net investment income $ 12,241 11,025 3,147 4,095
- ----------------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (12,241) (11,025) (3,147) (4,095)
- ----------------------------------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS (DOLLAR AMOUNTS AND NUMBER OF
SHARES ARE THE SAME):
Shares sold 811,717 581,656 141,213 129,964
- ----------------------------------------------------------------------------------------------------------
Shares issued in reinvestment of dividends 10,466 10,426 3,091 4,148
- ----------------------------------------------------------------------------------------------------------
822,183 592,082 144,304 134,112
Shares redeemed (678,922) (654,093) (133,361) (172,341)
- ----------------------------------------------------------------------------------------------------------
Net increase (decrease) from capital share transactions and
total increase (decrease) in net assets 143,261 (62,011) 10,943 (38,229)
- ----------------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of year 168,933 230,944 63,347 101,576
- ----------------------------------------------------------------------------------------------------------
End of year $ 312,194 168,933 74,290 63,347
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 37
Investors Cash Trust 7
- --------------------------------------------------------------------------------
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
INVESTMENT MANAGER COMBINATION
Effective December 31, 1997, Zurich Insurance Company, the parent of Zurich
Kemper Investments, Inc. (ZKI), acquired a majority interest in Scudder, Stevens
& Clark, Inc. (Scudder), another major investment manager. As a result of this
transaction, the operations of ZKI were combined with Scudder to form a new
global investment organization named Scudder Kemper Investments, Inc. (Scudder
Kemper). The transaction resulted in the termination of the Fund's investment
management agreement with ZKI, however, a new investment management agreement
between the Fund and Scudder Kemper was approved by the Fund's Board of Trustees
and by the Fund's shareholders. The new management agreement, which was
effective December 31, 1997, is the same in all material respects as the
previous management agreement, except that Scudder Kemper is the new investment
adviser to the Fund. In addition, the names of the Fund's principal underwriter
and shareholder service agent were changed to Kemper Distributors, Inc. (KDI)
and Kemper Service Company (KSvC), respectively.
MANAGEMENT AGREEMENT
The Fund has a management agreement with Scudder Kemper and pays a management
fee at an
<PAGE> 38
Investors Cash Trust 8
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
annual rate of .15% of average daily net assets. During the year ended March 31,
1998, the Fund incurred management fees of $136,000 after an expense waiver by
Scudder Kemper.
ADMINISTRATIVE SERVICES AGREEMENT
The Fund has an administrative services agreement with 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, 1998, the Fund incurred administrative
services fees of $288,000. 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, 1998, KDI paid fees of $145,000 to
various firms pursuant to service agreements.
SHAREHOLDER SERVICES AGREEMENT
Pursuant to a services agreement with the Fund's transfer agent, KSvC is the
shareholder service agent of the Fund. Under the agreement, KSvC received
shareholder services fees of $26,000 for the year ended March 31, 1998.
OFFICERS AND TRUSTEES
Certain officers or trustees of the Fund are also officers or directors of
Scudder Kemper. During the year ended March 31, 1998, the Fund made no payments
to its officers and incurred trustees' fees of $23,000 to independent trustees.
EXPENSE WAIVER
Scudder Kemper has agreed to temporarily waive a portion of its management fee
and absorb 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, Scudder Kemper waived $375,000 of expenses during the year ended
March 31, 1998.
<PAGE> 39
Investors Cash Trust 9
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
------------------------------------------------
GOVERNMENT SECURITIES PORTFOLIO 1998 1997 1996 1995 1994
- --------------------------------------------------------------------------------------------------------------
<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 .05 .05 .06 .05 .03
- --------------------------------------------------------------------------------------------------------------
Less dividends declared .05 .05 .06 .05 .03
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 1.00 1.00 1.00 1.00 1.00
- --------------------------------------------------------------------------------------------------------------
TOTAL RETURN 5.50% 5.30 5.74 4.74 3.00
- --------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE ABSORPTION:
Expenses .25% .25 .25 .25 .25
- --------------------------------------------------------------------------------------------------------------
Net investment income 5.37% 5.17 5.57 4.72 2.96
- --------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE ABSORPTION:
Expenses .38% .32 .32 .33 .43
- --------------------------------------------------------------------------------------------------------------
Net investment income 5.24% 5.10 5.50 4.64 2.78
- --------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $312,194 168,933 230,944 176,024 129,611
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-----------------------------------------------
TREASURY PORTFOLIO 1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------
<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 .05 .05 .05 .05 .03
- -------------------------------------------------------------------------------------------------------------
Less dividends declared .05 .05 .05 .05 .03
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 1.00 1.00 1.00 1.00 1.00
- -------------------------------------------------------------------------------------------------------------
TOTAL RETURN 5.34% 5.15 5.66 4.69 2.96
- -------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE ABSORPTION:
Expenses .25% .25 .25 .25 .23
- -------------------------------------------------------------------------------------------------------------
Net investment income 5.21% 5.03 5.48 4.76 2.92
- -------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE ABSORPTION:
Expenses .38% .37 .37 .39 .61
- -------------------------------------------------------------------------------------------------------------
Net investment income 5.08% 4.91 5.36 4.62 2.54
- -------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $74,290 63,347 101,576 65,389 28,683
- -------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE:Scudder Kemper has agreed to temporarily waive a portion of its management
fee and absorb certain operating expenses of the Portfolios.
<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, 1998.
Statement of operations for the year ended March 31, 1998.
Statement of changes in net assets for each of the two years
in the period ended March 31, 1998.
Portfolio of investments--March 31, 1998.
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, 1998.
(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.(2)
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.b9.(f) Fund Accounting Agreements.
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.
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. 8 to the
Registration Statement of Registrant on Form N-1A filed on or about July 26,
1996.
C-1
<PAGE> 41
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Inapplicable
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of July 1, 1998, there were 82 holders of record of the Government
Securities Portfolio and 630 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.
On June 26, 1997, Zurich Insurance Company ("Zurich"), ZKI Holding Corp.
("ZKIH"), Zurich Kemper Investments, Inc. ("ZKI"), Scudder, Stevens & Clark,
Inc. ("Scudder") and the representatives of the beneficial owners of the capital
stock of Scudder ("Scudder Representatives") entered into a transaction
agreement ("Transaction Agreement") pursuant to which Zurich became the majority
stockholder in Scudder with an approximately 70% interest, and ZKI was combined
with Scudder ("Transaction"). In connection with the trustees' evaluation of the
Transaction, Zurich agreed to indemnify the Registrant and the trustees who were
not interested persons of ZKI or Scudder (the "Independent Trustees") for and
against any liability and expenses based upon any action or omission by the
Independent Trustees in connection with their consideration of and action with
respect to the Transaction. In addition, Scudder has agreed to indemnify the
Registrant and the Independent Trustees for and against any liability and
expenses based upon any misstatements or omissions by Scudder to the Independent
Trustees in connection with their consideration of the Transaction.
C-2
<PAGE> 42
Item 28b(i) Business or Other Connections of Investment Adviser
Scudder Kemper Investments, Inc. has stockholders and employees who are
denominated officers but do not as such have corporation-wide responsibilities.
Such persons are not considered officers for the purpose of this Item 28.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ---------------------------------------
<S> <C>
Stephen R. Beckwith Treasurer and Chief Financial Officer, Scudder Kemper Investments, Inc.**
Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.
Director and President, Scudder Capital Asset Corporation
Director and President, Scudder Capital Stock Corporation
Director and President, Scudder Capital Planning Corporation
Director and President, SS&C Investment Corporation
Director and President, SIS Investment Corporation
Director and President, SRV Investment Corporation
Lynn S. Birdsong Director and Vice President, Scudder Kemper Investment, Inc.**
Director, Scudder, Stevens & Clark (Luxembourg) S.A.#
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member Corporate Executive Board, Zunica Insurance Company of Switzerland
Director, ZKI Holding Corporation
Steven Gluckstern Director, Scudder Kemper Investments, Inc.**
Member Corporate Executive Board, Zurich Insurance Company of Switzerland
Director, Zurich Holding Company of America
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc. **
Member Corporate Executive Board, Zurich Insurance Company of Switzerland
Director, Chairman of the Board, Zurich Holding Company of America
Director, ZKI Holding Corporation
Kathryn L. Quirk Director, Chief Legal Officer, Chief Compliance Officer and Secretary,
Scudder Kemper Investments, Inc.**
Director, Senior Vice President & Assistant Clerk, Scudder Investor Services,
Inc.*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.
***
Director, Scudder, Stevens & Clark Japan, Inc.###
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada,
Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services
Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc.x
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation oo
Director and Secretary, SFA, Inc.
Director, Vice President and Secretary, Scudder Defined Contribution
Services, Inc.
Director, Vice President and Secretary, Scudder Capital Asset Corporation
</TABLE>
<PAGE> 43
<TABLE>
<S> <C>
Director, Vice President and Secretary, Scudder Capital Stock Corporation
Director, Vice President and Secretary, Scudder Capital Planning Corporation
Director, Vice President and Secretary, SS&C Investment Corporation
Director, Vice President and Secretary, SIS Investment Corporation
Director, Vice President and Secretary, SRV Investment Corporation
Director, Vice President and Secretary, Scudder Brokerage Services, Inc.
Director, Korea Bond Fund Management Co., Ltd.
Markus Rohrbasser Director, Scudder Kemper Investments, Inc.**
Member Corporate Executive Board, Zurich Insurance Company of Switzerland
President, Director, Chairman of the Board, ZKI Holding Corporation
Cornelia M. Small Vice President, Scudder Kemper Investments, Inc.**
Edmond D. Villani Director, President, Chief Executive Officer, Scudder Kemper Investments,
Inc.**
Director, Scudder, Stevens & Clark Japan, Inc.###
President & Director, Scudder, Stevens & Clark Overseas Corporationo oo
President & Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc.x
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy
of Luxembourg
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Socjete Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B
34.564
*** Toronto, Ontario, Canada
XXX Grand Cayman, Cayman Islands, British West Indies
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
</TABLE>
<PAGE> 44
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 Funds.
(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 222 South Riverside Plaza, Chicago,
Illinois 60606.
<TABLE>
<CAPTION>
POSITIONS AND
POSITIONS AND OFFICES OFFICES WITH
NAME WITH UNDERWRITER REGISTRANT
---- ---------------- ----------
<S> <C> <C>
James L. Greenawalt President None
Thomas W. Littauer Director, Chief Executive Officer Vice President
Kathryn L. Quirk Director, Secretary, Chief Legal
Officer & Vice President Vice President
James J. McGovern Chief Financial Officer
& Vice President None
Linda J. Wondrack Vice President & Chief
Compliance Officer None
Paula Gaccione Vice President None
Michael E. Harrington Vice President None
Robert A. Rudell Vice President None
William M. Thomas Vice President None
Elizabeth C. Werth Vice President Assistant Secretary
Todd N. Gierke Assistant Treasurer None
Philip J. Collora Assistant Secretary Vice President,
Secretary & Treasurer
Paul J. Elmlinger Assistant Secretary None
Diane E. Ratekin Assistant Secretary None
Daniel Pierce Director, Chairman Director
Mark S. Casady Director, Vice Chairman President
Stephen R. Beckwith Director None
</TABLE>
(c) Not applicable.
<PAGE> 45
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, Scudder Kemper
Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, at the
offices of the Registrant's principal underwriter, Kemper Distributors, Inc.,
222 South Riverside Plaza, Chicago, Illinois 60606 or, in the case of records
concerning custodial functions, at the offices of the custodian, Investors
Fiduciary Trust Company ("IFTC"), 801 Pennsylvania Avenue, 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> 46
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 27th day
of July, 1998.
INVESTORS CASH TRUST
By /s/ Mark S. Casady
-----------------------------------
Mark S. Casady, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on July 27, 1998 on behalf of the
following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Mark S. Casady President
----------------------------------
Mark S. Casady
/s/Daniel Pierce* Chairman 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/Shirley D. Peterson* Trustee
----------------------------------
/s/William P. Sommers* Trustee
----------------------------------
/s/Edmond D. Villani* Trustee
----------------------------------
/s/John R. Hebble Treasurer (Principal
--------------------------------- Financial and
John R. Hebble Accounting Officer)
*Philip J. Collora signs this document pursuant to powers of attorney filed
herewith.
/s/ Philip Collora
---------------------------------
Philip J. Collora
<PAGE> 47
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.(2)
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.b9.(f) Fund Accounting Agreements.
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.
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. 8 to the
Registration Statement of Registrant on Form N-1A filed on or about July 25,
1996.
<PAGE> 1
EXHIBIT 99.B5
INVESTMENT MANAGEMENT AGREEMENT
Investors Cash Trust
222 South Riverside Plaza
Chicago, Illinois 60606
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Government Securities Portfolio
Treasury Portfolio
Ladies and Gentlemen:
INVESTORS CASH TRUST (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of
Trust, as amended from time-to-time (the "Declaration"), the
Board of Trustees is authorized to issue the Trust's shares of
beneficial interest (the "Shares"), in separate series, or funds.
The Board of Trustees has authorized the Government Securities
Portfolio and the Treasury Portfolio (each a "Fund" and
collectively, the "Funds"). Series may be abolished and
dissolved, and additional series established, from time to time
by action of the Trustees.
The Trust, on behalf of the Funds, has selected you to act as the
investment manager of the Funds and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. In the event the Trust establishes one or more
additional series with respect to which it desires to retain you
to render the services described hereunder, it shall notify you
in writing. If you are willing to render such services, you
shall notify the Trust in writing, whereupon such series shall
become a fund hereunder. Accordingly, the Trust on behalf of the
Funds agrees with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of each Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to each Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
<PAGE> 2
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Funds:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of each Fund selecting you as investment manager and
approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Funds, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Funds, you shall provide continuing investment management of
the assets of the Funds in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage each Fund so that it will qualify as a
regulated investment company under Subchapter M of the Code and
regulations issued thereunder. The Funds shall have the benefit
of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-
range investment policy generally available to your investment
advisory clients. In managing the Funds in accordance with the
requirements set forth in this section 2, you shall be entitled
to receive and act upon advice of counsel to the Trust. You
shall also make available to the Trust promptly upon request all
of the Funds' investment records and ledgers as are necessary to
assist the Trust in complying with the requirements of the 1940
Act and other applicable laws. To the extent required by law,
you shall furnish to regulatory authorities having the requisite
authority any information or reports in connection with the
services provided pursuant to this Agreement which may be
2
<PAGE> 3
requested in order to ascertain whether the operations of the
Trust are being conducted in a manner consistent with applicable
laws and regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by each Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of each Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of each Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Funds such office
space and facilities in the United States as the Funds may
require for its reasonable needs, and you (or one or more of your
affiliates designated by you) shall render to the Trust
administrative services on behalf of the Funds necessary for
operating as an open end investment company and not provided by
persons not parties to this Agreement including, but not limited
to, preparing reports to and meeting materials for the Trust's
Board of Trustees and reports and notices to Fund shareholders;
supervising, negotiating contractual arrangements with, to the
extent appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Funds' transfer agent; assisting in the
preparation and filing of each Fund's federal, state and local
tax returns; preparing and filing each Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of each Fund
under applicable federal and state securities laws; maintaining
3
<PAGE> 4
or causing to be maintained for the Funds all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Funds' custodian or other
agents of the Funds; assisting in establishing the accounting
policies of the Funds; assisting in the resolution of accounting
issues that may arise with respect to the Funds' operations and
consulting with the Funds' independent accountants, legal counsel
and the Funds' other agents as necessary in connection therewith;
establishing and monitoring each Fund's operating expense
budgets; reviewing each Fund's bills; processing the payment of
bills that have been approved by an authorized person; assisting
the Funds in determining the amount of dividends and
distributions available to be paid by each Fund to its
shareholders, preparing and arranging for the printing of
dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent
with such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise
assisting the Trust as it may reasonably request in the conduct
of the Funds' business, subject to the direction and control of
the Trust's Board of Trustees. Nothing in this Agreement shall
be deemed to shift to you or to diminish the obligations of any
agent of the Funds or any other person not a party to this
Agreement which is obligated to provide services to the Funds.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including each Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Funds, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide
at your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Funds other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Funds' Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of each
Fund: organization expenses of each Fund (including out of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Funds' custodian or other agents of the Trust;
4
<PAGE> 5
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Funds in connection with membership in investment
company trade organizations; fees and expenses of the Funds'
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by each Fund; expenses relating
to investor and public relations; expenses and fees of
registering or qualifying Shares of each Fund for sale; interest
charges, bond premiums and other insurance expense; freight,
insurance and other charges in connection with the shipment of
each Fund's portfolio securities; the compensation and all
expenses (specifically including travel expenses relating to
Trust business) of Trustees, officers and employees of the Trust
who are not affiliated persons of you; brokerage commissions or
other costs of acquiring or disposing of any portfolio securities
of the Funds; expenses of printing and distributing reports,
notices and dividends to shareholders; expenses of printing and
mailing Prospectuses and SAIs of each Fund and supplements
thereto; costs of stationery; any litigation expenses;
indemnification of Trustees and officers of the Trust; and costs
of shareholders' and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of a Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of a
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of a Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that a Fund (or some other party) shall assume some or
all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by a Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments
to be made and costs to be assumed by you as provided in sections
2, 3, and 4 hereof, the Trust on behalf of the Funds shall pay
you in United States Dollars on the last day of each month the
unpaid balance of a fee equal to the excess of (a) 1/12 of .15 of
1 percent of the combined average daily net assets as defined
below of the Funds for such month; over (b) any compensation
waived by you from time to time (as more fully described below).
5
<PAGE> 6
You shall be entitled to receive during any month such interim
payments of your fee hereunder as you shall request, provided
that no such payment shall exceed 75 percent of the amount of
your fee then accrued on the books of the Funds and unpaid.
The "average daily net assets" of a Fund shall mean the average
of the values placed on a Fund's net assets as of 4:00 p.m. (New
York time) on each day on which the net asset value of the Fund
is determined consistent with the provisions of Rule 22c-1 under
the 1940 Act or, if the Fund lawfully determines the value of its
net assets as of some other time on each business day, as of such
time. The value of the net assets of a Fund shall always be
determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of such Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If a Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually
bound hereunder by the terms of any publicly announced waiver of
your fee, or any limitation of the Funds' expenses, as if such
waiver or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Funds, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for each
Fund's account with brokers or dealers selected by you in
accordance with Fund policies as expressed in the Registration
Statement. If any occasion should arise in which you give any
advice to clients of yours concerning the Shares of a Fund, you
shall act solely as investment counsel for such clients and not
in any way on behalf of such Fund.
Your services to the Funds pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever a Fund and
one or more other accounts or investment companies advised by you
6
<PAGE> 7
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Funds recognize
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the
Funds.
7. Limitation of Liability of Manager. As an inducement to
your undertaking to render services pursuant to this Agreement,
the Trust agrees that you shall not be liable under this
Agreement for any error of judgment or mistake of law or for any
loss suffered by a Fund in connection with the matters to which
this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any
liability to the Trust, the Funds or their shareholders to which
you would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your duties,
or by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until December 1, 1998, and continue in
force from year to year thereafter with respect to each Fund, but
only so long as such continuance is specifically approved for
each Fund at least annually (a) by the vote of a majority of the
Trustees who are not parties to this Agreement or interested
persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, and
(b) by the Trustees of the Trust, or by the vote of a majority of
the outstanding voting securities of such Fund. The aforesaid
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
This Agreement may be terminated with respect to a Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of such Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This
Agreement shall terminate automatically in the event of its
assignment.
This Agreement may be terminated with respect to a Fund 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 Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
7
<PAGE> 8
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Investors Cash Trust" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of a Fund,
or Trustee, officer, employee or agent of the Trust, shall be
subject to claims against or obligations of the Trust or of a
Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of each Fund pursuant
to this Agreement shall be limited in all cases to each Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of a Fund or
any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause a Fund to fail to comply with the
requirements of Subchapter M of the Code.
8
<PAGE> 9
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Funds.
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
INVESTORS CASH TRUST, on behalf of
Government Securities Portfolio
Treasury Portfolio
By: /s/ John E. Neal
-------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Lynn S. Birdsong
--------------------------------
Vice President
9
<PAGE> 1
EXHIBIT 99.B6(a)
UNDERWRITING AGREEMENT
AGREEMENT made this 31st day of December, 1997, 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.
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
<PAGE> 2
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
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,
2
<PAGE> 3
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, 1998 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
"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
3
<PAGE> 4
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. Neal
----------------------------- ----------------------------
Title: Secretary Title: Vice President
----------------------- -------------------------
ATTEST: KEMPER DISTRIBUTORS, INC.
/s/ Charles R. Manzoni By: /s/ James L. Greenawalt
----------------------------- ----------------------------
Title: Secretary Title: President
----------------------- -------------------------
5
<PAGE> 1
EXHIBIT 99.B9(F)
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 31st day of December, 1997 between
Investors Cash Trust (the "Fund"), on behalf of Government
Securities Portfolio (hereinafter called the "Portfolio"), a
registered open-end management investment company with its
principal place of business in 222 South Riverside Plaza,
Chicago, Illinois 60606 and Scudder Fund Accounting
Corporation, with its principal place of business in Boston,
Massachusetts (hereinafter called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need to determine its net asset value
which service FUND ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein
made, the Fund and FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this
Agreement to calculate the net asset value of the Portfolio
as provided in the prospectus of the Portfolio and in
connection therewith shall:
a. Maintain and preserve all accounts, books, financial
records and other documents as are required of the Fund
under Section 31 of the Investment Company Act of 1940
(the "1940 Act") and Rules 31a-1, 31a-2 and 31a-3
thereunder, applicable federal and state laws and any
other law or administrative rules or procedures which
may be applicable to the Fund on behalf of the
Portfolio, other than those accounts, books and
financial records required to be maintained by the
Fund's investment adviser, custodian or transfer agent
and/or books and records maintained by all other
service providers necessary for the Fund to conduct its
business as a registered open-end management investment
company. All such books and records shall be the
property of the Fund and shall at all times during
regular business hours be open for inspection by, and
shall be surrendered promptly upon request of, duly
authorized officers of the Fund. All such books and
records shall at all times during regular business
hours be open for inspection, upon request of duly
authorized officers of the Fund, by employees or agents
of the Fund and employees and agents of the Securities
and Exchange Commission.
b. Record the current day's trading activity and such
other proper bookkeeping entries as are necessary for
determining that day's net asset value and net income.
<PAGE> 2
c. Render statements or copies of records as from time to
time are reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent
public accountants or by any other auditors employed or
engaged by the Fund or by any regulatory body with
jurisdiction over the Fund.
e. Compute the Portfolio's public offering price and/or
its daily dividend rates and money market yields, if
applicable, in accordance with Section 3 of the
Agreement and notify the Fund and such other persons as
the Fund may reasonably request of the net asset value
per share, the public offering price and/or its daily
dividend rates and money market yields.
f. Perform a mark-to-market appraisal in accordance with
procedures by the Board of Trustees pursuant to Rule
2a-7 under the 1940 Act.
Section 2. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's
Registration Statement, as amended or supplemented from time
to time (hereinafter referred to as the "Registration
Statement"); (b) the resolutions of the Board of Trustees of
the Fund at the time in force and applicable, as they may
from time to time be delivered to FUND ACCOUNTING, and (c)
Proper Instructions from such officers of the Fund or other
persons as are from time to time authorized by the Board of
Trustees of the Fund to give instructions with respect to
computation and determination of the net asset value. FUND
ACCOUNTING may use one or more external pricing services,
including broker-dealers, provided that an appropriate
officer of the Fund shall have approved such use in advance.
Section 3. Computation of Net Asset Value, Public Offering
Price, Daily Dividend Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset
value, including net income, in a manner consistent with the
specific provisions of the Registration Statement. Such
computation shall be made as of the time or times specified
in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and
money market yields, if applicable, in accordance with the
methodology set forth in the Registration Statement.
Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making
the necessary computations FUND ACCOUNTING shall be entitled
to receive, and may rely upon, information furnished it by
means of Proper Instructions, including but not limited to:
2
<PAGE> 3
a. The manner and amount of accrual of expenses to be
recorded on the books of the Portfolio;
b. The source of quotations to be used for such securities
as may not be available through FUND ACCOUNTING's
normal pricing services;
c. The value to be assigned to any asset for which no
price quotations are readily available;
d. If applicable, the manner of computation of the public
offering price and such other computations as may be
necessary;
e. Transactions in portfolio securities;
f. Transactions in capital shares.
FUND ACCOUNTING shall be entitled to receive, and shall be
entitled to rely upon, as conclusive proof of any fact or
matter required to be ascertained by it hereunder, a
certificate, letter or other instrument signed by an
authorized officer of the Fund or any other person
authorized by the Fund's Board of Trustees.
FUND ACCOUNTING shall be entitled to receive and act upon
advice of Counsel for the Fund at the reasonable expense of
the Portfolio and shall be without liability for any action
taken or thing done in good faith in reliance upon such
advice.
FUND ACCOUNTING shall be entitled to receive, and may rely
upon, information received from the Transfer Agent.
Section 5. Proper Instructions
"Proper Instructions" as used herein means any certificate,
letter or other instrument or telephone call reasonably
believed by FUND ACCOUNTING to be genuine and to have been
properly made or signed by any authorized officer of the
Fund or person certified to FUND ACCOUNTING as being
authorized by the Board of Trustees. The Fund, on behalf of
the Portfolio, shall cause oral instructions to be confirmed
in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic
devices as from time to time agreed to by an authorized
officer of the Fund and FUND ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to
the appropriate person(s) within FUND ACCOUNTING a copy of
the Registration Statement as in effect from time to time.
FUND ACCOUNTING may conclusively rely on the Fund's most
recently delivered Registration Statement for all purposes
under this Agreement and shall not be liable to the
Portfolio or the Fund in acting in reliance thereon.
Section 6. Standard of Care
3
<PAGE> 4
FUND ACCOUNTING shall exercise reasonable care and diligence
in the performance of its duties hereunder. The Fund agrees
that FUND ACCOUNTING shall not be liable under this
Agreement for any error of judgment or mistake of law made
in good faith and consistent with the foregoing standard of
care, provided that nothing in this Agreement shall be
deemed to protect or purport to protect FUND ACCOUNTING
against any liability to the Fund, the Portfolio or its
shareholders to which FUND ACCOUNTING would otherwise be
subject by reason of willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties
hereunder.
Section 7. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its
services pursuant to this Agreement such compensation as may
from time to time be agreed upon in writing by the two
parties. FUND ACCOUNTING shall be entitled, if agreed to by
the Fund on behalf of the Portfolio, to recover its
reasonable telephone, courier or delivery service, and all
other reasonable out-of-pocket, expenses as incurred,
including, without limitation, reasonable attorneys' fees
and reasonable fees for pricing services.
Section 8. Amendment and Termination
This Agreement shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any
time by mutual agreement of the parties hereto and may be
terminated by an instrument in writing delivered or mailed
to the other party. Such termination shall take effect not
sooner than sixty (60) days after the date of delivery or
mailing of such notice of termination. Any termination date
is to be no earlier than four months from the effective date
hereof. Upon termination, FUND ACCOUNTING will turn over to
the Fund or its designee and cease to retain in FUND
ACCOUNTING files, records of the calculations of net asset
value and all other records pertaining to its services
hereunder; provided, however, FUND ACCOUNTING in its
discretion may make and retain copies of any and all such
records and documents which it determines appropriate or for
its protection.
Section 9. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are
not to be deemed to be exclusive, and it is understood that
FUND ACCOUNTING may perform fund accounting services for
others. In acting under this Agreement, FUND ACCOUNTING
4
<PAGE> 5
shall be an independent contractor and not an agent of the
Fund or the Portfolio.
Section 10. Limitation of Liability for Claims
The Fund's Amended and Restated Declaration of Trust, as
amended to date (the "Declaration"), a copy of which,
together with all amendments thereto, is on file in the
Office of the Secretary of State of the Commonwealth of
Massachusetts, provides that the name "Investors Cash Trust"
refers to the Trustees under the Declaration collectively as
trustees and not as individuals or personally, and that no
shareholder of the Fund or the Portfolio, or Trustee,
officer, employee or agent of the Fund shall be subject to
claims against or obligations of the Trust or of the
Portfolio to any extent whatsoever, but that the Trust
estate only shall be liable.
FUND ACCOUNTING is expressly put on notice of the limitation
of liability as set forth in the Declaration and FUND
ACCOUNTING agrees that the obligations assumed by the Fund
and/or the Portfolio under this Agreement shall be limited
in all cases to the Portfolio and its assets, and FUND
ACCOUNTING shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the
Fund or the Portfolio or any other series of the Fund, or
from any Trustee, officer, employee or agent of the Fund.
FUND ACCOUNTING understands that the rights and obligations
of the Portfolio under the Declaration are separate and
distinct from those of any and all other series of the Fund.
Section 11. Notices
Any notice shall be sufficiently given when delivered or
mailed to the other party at the address of such party set
forth below or to such other person or at such other address
as such party may from time to time specify in writing to
the other party.
If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President
If to the Fund - Portfolio: Investors Cash Trust
222 South Riverside Plaza
Chicago, Illinois 60606
Attn: President, Secretary
or Treasurer
5
<PAGE> 6
Section 12. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING
without the consent of the Fund as authorized or approved by
resolution of its Board of Trustees.
In connection with the operation of this Agreement, the Fund
and FUND ACCOUNTING may agree from time to time on such
provisions interpretive of or in addition to the provisions
of this Agreement as in their joint opinions may be
consistent with this Agreement. Any such interpretive or
additional provisions shall be in writing, signed by both
parties and annexed hereto, but no such provisions shall be
deemed to be an amendment of this Agreement.
This Agreement shall be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
This Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof, and supersedes
any and all prior understandings.
6
<PAGE> 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly
authorized and its seal to be hereunder affixed as of the date
first written above.
[SEAL] INVESTORS CASH TRUST
on behalf of Government Securities
Portfolio
By:
-------------------------------
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By:
--------------------------------
Vice President
7
<PAGE> 8
FUND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made on the 31st day of December, 1997 between
Investors Cash Trust (the "Fund"), on behalf of Treasury
Portfolio (hereinafter called the "Portfolio"), a registered
open-end management investment company with its principal place
of business in 222 South Riverside Plaza, Chicago, Illinois
60606 and Scudder Fund Accounting Corporation, with its
principal place of business in Boston, Massachusetts (hereinafter
called "FUND ACCOUNTING").
WHEREAS, the Portfolio has need to determine its net asset value
which service FUND ACCOUNTING is willing and able to provide;
NOW THEREFORE in consideration of the mutual promises herein
made, the Fund and FUND ACCOUNTING agree as follows:
Section 1. Duties of FUND ACCOUNTING - General
FUND ACCOUNTING is authorized to act under the terms of this
Agreement to calculate the net asset value of the Portfolio
as provided in the prospectus of the Portfolio and in
connection therewith shall:
a. Maintain and preserve all accounts, books, financial
records and other documents as are required of the Fund
under Section 31 of the Investment Company Act of 1940
(the "1940 Act") and Rules 31a-1, 31a-2 and 31a-3
thereunder, applicable federal and state laws and any
other law or administrative rules or procedures which
may be applicable to the Fund on behalf of the
Portfolio, other than those accounts, books and
financial records required to be maintained by the
Fund's investment adviser, custodian or transfer agent
and/or books and records maintained by all other
service providers necessary for the Fund to conduct its
business as a registered open-end management investment
company. All such books and records shall be the
property of the Fund and shall at all times during
regular business hours be open for inspection by, and
shall be surrendered promptly upon request of, duly
authorized officers of the Fund. All such books and
records shall at all times during regular business
hours be open for inspection, upon request of duly
authorized officers of the Fund, by employees or agents
of the Fund and employees and agents of the Securities
and Exchange Commission.
b. Record the current day's trading activity and such
other proper bookkeeping entries as are necessary for
determining that day's net asset value and net income.
<PAGE> 9
c. Render statements or copies of records as from time to
time are reasonably requested by the Fund.
d. Facilitate audits of accounts by the Fund's independent
public accountants or by any other auditors employed or
engaged by the Fund or by any regulatory body with
jurisdiction over the Fund.
e. Compute the Portfolio's public offering price and/or
its daily dividend rates and money market yields, if
applicable, in accordance with Section 3 of the
Agreement and notify the Fund and such other persons as
the Fund may reasonably request of the net asset value
per share, the public offering price and/or its daily
dividend rates and money market yields.
f. Perform a mark-to-market appraisal in accordance with
procedures by the Board of Trustees pursuant to Rule
2a-7 under the 1940 Act.
Section 2. Valuation of Securities
Securities shall be valued in accordance with (a) the Fund's
Registration Statement, as amended or supplemented from time
to time (hereinafter referred to as the "Registration
Statement"); (b) the resolutions of the Board of Trustees of
the Fund at the time in force and applicable, as they may
from time to time be delivered to FUND ACCOUNTING, and (c)
Proper Instructions from such officers of the Fund or other
persons as are from time to time authorized by the Board of
Trustees of the Fund to give instructions with respect to
computation and determination of the net asset value. FUND
ACCOUNTING may use one or more external pricing services,
including broker-dealers, provided that an appropriate
officer of the Fund shall have approved such use in advance.
Section 3. Computation of Net Asset Value, Public Offering
Price, Daily Dividend Rates and Yields
FUND ACCOUNTING shall compute the Portfolio's net asset
value, including net income, in a manner consistent with the
specific provisions of the Registration Statement. Such
computation shall be made as of the time or times specified
in the Registration Statement.
FUND ACCOUNTING shall compute the daily dividend rates and
money market yields, if applicable, in accordance with the
methodology set forth in the Registration Statement.
Section 4. FUND ACCOUNTING's Reliance on Instructions and Advice
In maintaining the Portfolio's books of account and making
the necessary computations FUND ACCOUNTING shall be entitled
to receive, and may rely upon, information furnished it by
means of Proper Instructions, including but not limited to:
2
<PAGE> 10
a. The manner and amount of accrual of expenses to be
recorded on the books of the Portfolio;
b. The source of quotations to be used for such securities
as may not be available through FUND ACCOUNTING's
normal pricing services;
c. The value to be assigned to any asset for which no
price quotations are readily available;
d. If applicable, the manner of computation of the public
offering price and such other computations as may be
necessary;
e. Transactions in portfolio securities;
f. Transactions in capital shares.
FUND ACCOUNTING shall be entitled to receive, and shall be
entitled to rely upon, as conclusive proof of any fact or
matter required to be ascertained by it hereunder, a
certificate, letter or other instrument signed by an
authorized officer of the Fund or any other person
authorized by the Fund's Board of Trustees.
FUND ACCOUNTING shall be entitled to receive and act upon
advice of Counsel for the Fund at the reasonable expense of
the Portfolio and shall be without liability for any action
taken or thing done in good faith in reliance upon such
advice.
FUND ACCOUNTING shall be entitled to receive, and may rely
upon, information received from the Transfer Agent.
Section 5. Proper Instructions
"Proper Instructions" as used herein means any certificate,
letter or other instrument or telephone call reasonably
believed by FUND ACCOUNTING to be genuine and to have been
properly made or signed by any authorized officer of the
Fund or person certified to FUND ACCOUNTING as being
authorized by the Board of Trustees. The Fund, on behalf of
the Portfolio, shall cause oral instructions to be confirmed
in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic
devices as from time to time agreed to by an authorized
officer of the Fund and FUND ACCOUNTING.
The Fund, on behalf of the Portfolio, agrees to furnish to
the appropriate person(s) within FUND ACCOUNTING a copy of
the Registration Statement as in effect from time to time.
FUND ACCOUNTING may conclusively rely on the Fund's most
recently delivered Registration Statement for all purposes
under this Agreement and shall not be liable to the
Portfolio or the Fund in acting in reliance thereon.
Section 6. Standard of Care
3
<PAGE> 11
FUND ACCOUNTING shall exercise reasonable care and diligence
in the performance of its duties hereunder. The Fund agrees
that FUND ACCOUNTING shall not be liable under this
Agreement for any error of judgment or mistake of law made
in good faith and consistent with the foregoing standard of
care, provided that nothing in this Agreement shall be
deemed to protect or purport to protect FUND ACCOUNTING
against any liability to the Fund, the Portfolio or its
shareholders to which FUND ACCOUNTING would otherwise be
subject by reason of willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations and duties
hereunder.
Section 7. Compensation and FUND ACCOUNTING Expenses
FUND ACCOUNTING shall be paid as compensation for its
services pursuant to this Agreement such compensation as may
from time to time be agreed upon in writing by the two
parties. FUND ACCOUNTING shall be entitled, if agreed to by
the Fund on behalf of the Portfolio, to recover its
reasonable telephone, courier or delivery service, and all
other reasonable out-of-pocket, expenses as incurred,
including, without limitation, reasonable attorneys' fees
and reasonable fees for pricing services.
Section 8. Amendment and Termination
This Agreement shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any
time by mutual agreement of the parties hereto and may be
terminated by an instrument in writing delivered or mailed
to the other party. Such termination shall take effect not
sooner than sixty (60) days after the date of delivery or
mailing of such notice of termination. Any termination date
is to be no earlier than four months from the effective date
hereof. Upon termination, FUND ACCOUNTING will turn over to
the Fund or its designee and cease to retain in FUND
ACCOUNTING files, records of the calculations of net asset
value and all other records pertaining to its services
hereunder; provided, however, FUND ACCOUNTING in its
discretion may make and retain copies of any and all such
records and documents which it determines appropriate or for
its protection.
Section 9. Services Not Exclusive
FUND ACCOUNTING's services pursuant to this Agreement are
not to be deemed to be exclusive, and it is understood that
FUND ACCOUNTING may perform fund accounting services for
others. In acting under this Agreement, FUND ACCOUNTING
4
<PAGE> 12
shall be an independent contractor and not an agent of the
Fund or the Portfolio.
Section 10. Limitation of Liability for Claims
The Fund's Amended and Restated Declaration of Trust, as
amended to date (the "Declaration"), a copy of which,
together with all amendments thereto, is on file in the
Office of the Secretary of State of the Commonwealth of
Massachusetts, provides that the name "Investors Cash Trust"
refers to the Trustees under the Declaration collectively as
trustees and not as individuals or personally, and that no
shareholder of the Fund or the Portfolio, or Trustee,
officer, employee or agent of the Fund shall be subject to
claims against or obligations of the Trust or of the
Portfolio to any extent whatsoever, but that the Trust
estate only shall be liable.
FUND ACCOUNTING is expressly put on notice of the limitation
of liability as set forth in the Declaration and FUND
ACCOUNTING agrees that the obligations assumed by the Fund
and/or the Portfolio under this Agreement shall be limited
in all cases to the Portfolio and its assets, and FUND
ACCOUNTING shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the
Fund or the Portfolio or any other series of the Fund, or
from any Trustee, officer, employee or agent of the Fund.
FUND ACCOUNTING understands that the rights and obligations
of the Portfolio under the Declaration are separate and
distinct from those of any and all other series of the Fund.
Section 11. Notices
Any notice shall be sufficiently given when delivered or
mailed to the other party at the address of such party set
forth below or to such other person or at such other address
as such party may from time to time specify in writing to
the other party.
If to FUND ACCOUNTING: Scudder Fund Accounting Corporation
Two International Place
Boston, Massachusetts 02110
Attn: Vice President
If to the Fund - Portfolio: Investors Cash Trust
222 South Riverside Plaza
Chicago, Illinois 60606
Attn: President, Secretary
or Treasurer
5
<PAGE> 13
Section 12. Miscellaneous
This Agreement may not be assigned by FUND ACCOUNTING
without the consent of the Fund as authorized or approved by
resolution of its Board of Trustees.
In connection with the operation of this Agreement, the Fund
and FUND ACCOUNTING may agree from time to time on such
provisions interpretive of or in addition to the provisions
of this Agreement as in their joint opinions may be
consistent with this Agreement. Any such interpretive or
additional provisions shall be in writing, signed by both
parties and annexed hereto, but no such provisions shall be
deemed to be an amendment of this Agreement.
This Agreement shall be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
This Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof, and supersedes
any and all prior understandings.
6
<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly
authorized and its seal to be hereunder affixed as of the date
first written above.
[SEAL] INVESTORS CASH TRUST
on behalf of Treasury Portfolio
By:
-------------------------------
President
[SEAL] SCUDDER FUND ACCOUNTING CORPORATION
By:
--------------------------------
Vice President
7
<PAGE> 1
EXHIBIT 99.B11
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 portfolio of investments, of the Government Securities and the Treasury
Portfolios, comprising Investors Cash Trust, as of March 31, 1998, and the
related statements of operations for the year then ended and changes in net
assets for each of the two years in the period then ended, and the financial
highlights for each of the fiscal periods since 1991. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of
March 31, 1998, 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, 1998, 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 18, 1998
<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 18, 1998 in the Registration Statement of Investors
Cash Trust on Form N-1A and its incorp oration by reference in the related
Prospectus filed with the Securities and Exchange Commission in this
Post-Effective Amendment No. 10 to the Registration Statement under the
Securities Act of 1933 (File 33-34645) and in this Amendment No. 12 to the
Registration Statement under the Investment Company Act of 1940 (File No.
811-6103).
ERNST & YOUNG LLP
Chicago, Illinois
July 24, 1998
<PAGE> 1
EXHIBIT 99.B24
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Kathryn L. Quirk, Caroline Pearson, and Philip J. Collora and
each of them, any of whom may act without the joinder of the
others, as such person's attorney-in-fact to sign and file on
such person's behalf individually and in the capacity stated
below such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory
authority as may be desirable or necessary in connection with the
public offering of shares of Investors Cash Trust.
Signature Title Date
/s/ David W. Belin Trustee May 19, 1998
----------------------
<PAGE> 2
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Kathryn L. Quirk, Caroline Pearson, and Philip J. Collora and
each of them, any of whom may act without the joinder of the
others, as such person's attorney-in-fact to sign and file on
such person's behalf individually and in the capacity stated
below such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory
authority as may be desirable or necessary in connection with the
public offering of shares of Investors Cash Trust.
Signature Title Date
/s/ Lewis A. Burnham Trustee May 19, 1998
----------------------
<PAGE> 3
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Kathryn L. Quirk, Caroline Pearson, and Philip J. Collora and
each of them, any of whom may act without the joinder of the
others, as such person's attorney-in-fact to sign and file on
such person's behalf individually and in the capacity stated
below such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory
authority as may be desirable or necessary in connection with the
public offering of shares of Investors Cash Trust.
Signature Title Date
/s/ Donald L. Dunaway Trustee May 19, 1998
----------------------
<PAGE> 4
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Kathryn L. Quirk, Caroline Pearson, and Philip J. Collora and
each of them, any of whom may act without the joinder of the
others, as such person's attorney-in-fact to sign and file on
such person's behalf individually and in the capacity stated
below such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory
authority as may be desirable or necessary in connection with the
public offering of shares of Investors Cash Trust.
Signature Title Date
/s/ Robert B. Hoffman Trustee May 19, 1998
----------------------
<PAGE> 5
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Kathryn L. Quirk, Caroline Pearson, and Philip J. Collora and
each of them, any of whom may act without the joinder of the
others, as such person's attorney-in-fact to sign and file on
such person's behalf individually and in the capacity stated
below such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory
authority as may be desirable or necessary in connection with the
public offering of shares of Investors Cash Trust.
Signature Title Date
/s/ Donald R. Jones Trustee May 19, 1998
----------------------
<PAGE> 6
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Kathryn L. Quirk, Caroline Pearson, and Philip J. Collora and
each of them, any of whom may act without the joinder of the
others, as such person's attorney-in-fact to sign and file on
such person's behalf individually and in the capacity stated
below such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory
authority as may be desirable or necessary in connection with the
public offering of shares of Investors Cash Trust.
Signature Title Date
/s/ Shirley D. Peterson Trustee May 19, 1998
-----------------------
<PAGE> 7
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Kathryn L. Quirk, Caroline Pearson, and Philip J. Collora and
each of them, any of whom may act without the joinder of the
others, as such person's attorney-in-fact to sign and file on
such person's behalf individually and in the capacity stated
below such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory
authority as may be desirable or necessary in connection with the
public offering of shares of Investors Cash Trust.
Signature Title Date
/s/ Daniel Pierce Trustee May 19, 1998
----------------------
<PAGE> 8
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Kathryn L. Quirk, Caroline Pearson, and Philip J. Collora and
each of them, any of whom may act without the joinder of the
others, as such person's attorney-in-fact to sign and file on
such person's behalf individually and in the capacity stated
below such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory
authority as may be desirable or necessary in connection with the
public offering of shares of Investors Cash Trust.
Signature Title Date
/s/ William P. Sommers Trustee May 19, 1998
--------------------------
<PAGE> 9
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Kathryn L. Quirk, Caroline Pearson, and Philip J. Collora and
each of them, any of whom may act without the joinder of the
others, as such person's attorney-in-fact to sign and file on
such person's behalf individually and in the capacity stated
below such registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with the
Securities and Exchange Commission or any other regulatory
authority as may be desirable or necessary in connection with the
public offering of shares of Investors Cash Trust.
Signature Title Date
/s/ Edmond D. Villani Trustee May 19, 1998
----------------------
<PAGE> 1
EXHIBIT 99.B485.(b)
[VEDDER, PRICE, KAUFMAN & KAMMHOLZ LETTERHEAD]
July 24, 1998
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. 10 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)(1)(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,
Vedder, Price, Kaufman & Kammholz
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/COK
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000863209
<NAME> INVESTORS CASH TRUST
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<NUMBER> 01
<NAME> GOVERNMENT SECURITIES PORTFOLIO
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 311,098
<INVESTMENTS-AT-VALUE> 311,098
<RECEIVABLES> 1,041
<ASSETS-OTHER> 1,363
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 313,502
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<OTHER-ITEMS-LIABILITIES> 1,308
<TOTAL-LIABILITIES> 1,308
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<PAID-IN-CAPITAL-COMMON> 312,194
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<SHARES-COMMON-PRIOR> 219,703
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<NET-ASSETS> 312,194
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<INTEREST-INCOME> 12,811
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<EXPENSES-NET> (570)
<NET-INVESTMENT-INCOME> 12,241
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<NET-CHANGE-FROM-OPS> 12,241
<EQUALIZATION> 0
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<NUMBER-OF-SHARES-REDEEMED> (678,922)
<SHARES-REINVESTED> 10,466
<NET-CHANGE-IN-ASSETS> 143,261
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 864
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<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.05)
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<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .38
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</TABLE>
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
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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-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 74,829
<INVESTMENTS-AT-VALUE> 74,829
<RECEIVABLES> 260
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 75,089
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<OTHER-ITEMS-LIABILITIES> 799
<TOTAL-LIABILITIES> 799
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 74,290
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<EXPENSES-NET> (151)
<NET-INVESTMENT-INCOME> 3,147
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<NET-CHANGE-FROM-OPS> 3,147
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,147)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 141,213
<NUMBER-OF-SHARES-REDEEMED> (133,361)
<SHARES-REINVESTED> 3,091
<NET-CHANGE-IN-ASSETS> 10,943
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 91
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<GROSS-EXPENSE> 232
<AVERAGE-NET-ASSETS> 60,436
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
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