Exhibit (i)
VEDDER PRICE
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER, PRICE,
KAUFMAN & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND NEW YORK CITY
July 20, 2000
Investors Cash Trust
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A under the Securities Act of 1933 being filed
by Investors Cash Trust (the "Fund") in connection with the public offering from
time to time of units of beneficial interest, no par value ("Shares"), in
Government Securities Portfolio and Treasury Portfolio (each, a "Portfolio" and
collectively, the "Portfolios"). The Government Securities Portfolio has three
classes of Shares as follows: Service Shares, Scudder Government Cash
Institutional Shares, and Government Cash Managed Shares. The Treasury Portfolio
has two classes of Shares as follows: Service Shares and Premier Money Market
Shares-Treasury Portfolio.
We have acted as counsel to the Fund, and in such capacity are familiar
with the Fund's organization and have counseled the Fund regarding various legal
matters. We have examined such Fund records and other documents and certificates
as we have considered necessary or appropriate for the purposes of this opinion.
In our examination of such materials, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us.
Based upon the foregoing and assuming that the Fund's Amended and
Restated Agreement and Declaration of Trust dated March 9, 1990, as amended by
the Written Instrument Amending the Agreement and Declaration of Trust dated
August 14, 1990, and the Written Instrument Amending the Agreement and
Declaration of Trust dated September 19, 1991, the Establishment and Designation
of Classes of Shares of Beneficial Interest dated September 28, 1999, and the
Establishment and Designation of Classes of Shares of Beneficial Interest dated
November 16, 1999 and the By-Laws of the Fund adopted March 17, 1990, are
presently in full force and effect and have not been amended in any respect
except as provided in the above-referenced documents and that the resolutions
adopted by the Board of Trustees of the Fund on March 2, 1990, March 17, 1990,
July 30, 1991, September 28, 1999 and November 16, 1999, relating to
organizational matters, securities matters and the issuance of shares are
presently in full force and effect and have not been amended in any respect, we
advise you and opine that (a) the Fund is a validly existing voluntary
association with transferrable shares under the laws of the Commonwealth of
Massachusetts and is authorized to issue an unlimited number of Shares in the
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VEDDER PRICE
Investors Cash Trust
July 20, 2000
Page 2
Portfolios; and (b) presently and upon such further issuance of the Shares in
accordance with the Fund's Amended and Restated Agreement and Declaration of
Trust and the receipt by the Fund of a purchase price not less than the net
asset value per Share and when the pertinent provisions of the Securities Act of
1933 and such "blue-sky" and securities laws as may be applicable have been
complied with, and assuming that the Fund continues to validly exist as provided
in (a) above, the Shares are and will be legally issued and outstanding, fully
paid and nonassessable.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund or a
Portfolio. However, the Amended and Restated Agreement and Declaration of Trust
disclaims shareholder liability for acts and obligations of the Fund or a
Portfolio and requires that notice of such disclaimer be given in each note,
bond, contract, instrument, certificate share or undertaking made or issued by
the Trustees or officers of the Fund. The Amended and Restated Agreement and
Declaration of Trust provides for indemnification out of the property of a
Portfolio for all loss and expense of any shareholder of that Portfolio held
personally liable for the obligations of such Portfolio. Thus, the risk of
liability is limited to circumstances in which a Portfolio would be unable to
meet its obligations.
This opinion is solely for the benefit of the Fund, the Fund's Board of
Trustees and the Fund's officers and may not be relied upon by any other person
without our prior written consent. We hereby consent to the use of this opinion
in connection with said Post-Effective Amendment.
Very truly yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
/s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/COK
