INVESTORS CASH TRUST, 497, 2000-08-10

INVESTORS CASH TRUST
497, 2000-08-10

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Investors Cash Trust

Service Shares

PROSPECTUS

August 1, 2000

Government Securities Portfolio

Treasury Portfolio

As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.

<PAGE>

--------------------------------------------------------------------------------
Table of Contents

INVESTORS CASH TRUST

The Fund And Its Portfolios Your Investment In The Portfolios

2 Government Securities Portfolio 12 Policies You Should Know About

8 Treasury Portfolio 16 Understanding Distributions And Taxes

9 Other Policies And Risks

10 Who Manages The Fund

11 Financial Highlights

<PAGE>

--------------------------------------------------------------------------------
TICKER SYMBOL ICTXX

Government Securities Portfolio

The Portfolio's Goal And Main Strategy

The portfolio seeks to provide maximum current income consistent with stability
of capital.

The portfolio pursues its goal 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 backed by these
securities.

Working in conjunction with credit analysts, the portfolio managers screen
potential securities and develop a list of those that the portfolio may buy. The
managers then decide which securities on this list to buy, looking for
attractive yield and weighing considerations such as economic outlooks and
possible interest rate movements. The managers may adjust the portfolio's
exposure to interest rate risk, typically seeking to take advantage of possible
rises in interest rates and to preserve yield when interest rates appear likely
to fall.

--------------------------------------------------------------------------------
Money Fund Rules

To be called a money market fund, a mutual fund must operate within strict
federal rules. Designed to help maintain a stable $1.00 share price, these rules
limit money funds to particular types of securities. Some of the rules:

o individual securities must have remaining maturities of no more than 397
days

o the dollar-weighted average maturity of the portfolio's holdings cannot
exceed 90 days

o all securities must be in the top two credit grades for short-term debt
securities and be denominated in U.S. dollars

1 | Government Securities Portfolio
<PAGE>

Main Risks to Investors

There are several risk factors that could reduce the yield you get from the
portfolio or make it perform less well than other investments.

As with most money market funds, the most important factor is short-term market
interest rates. The portfolio's yield tends to reflect current interest rates,
which means that when these rates fall, the portfolio's yield generally falls as
well.

Some securities issued by U.S. Government agencies or instrumentalities are
supported only by the credit of that agency or instrumentality, while other
securities are backed by the full faith and credit of the U.S. Government. 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.

Other factors that could affect performance include:

o the managers could be incorrect in their analysis of interest rate trends,
credit quality or other matters

o over time, the real value of the portfolio's yield may be eroded by
inflation

An investment in the portfolio is not insured or guaranteed by the FDIC or any
other government agency. Although the portfolio seeks to preserve the value of
your investment at $1.00 per share, this share price isn't guaranteed and you
could lose money by investing in the portfolio.

2 | Government Securities Portfolio
<PAGE>

Performance

The bar chart shows how the total returns of the portfolio's Service Shares have
varied from year to year, which may give some idea of risk. The table shows how
the portfolio's Service Shares' returns over different periods average out. All
figures on this page assume reinvestment of dividends and distributions. As
always, past performance is no guarantee of future results.

--------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year
--------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

5.71 3.45 2.95 4.03 5.83 5.33 5.93 5.35 5.47

-------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996 1997 1998 1999
--------------------------------------------------------------------------------

Best Quarter: 1.83%, Q4 1997
Worst Quarter: 0.71%, Q1 1993
Year-to-date return as of 6/30/2000: 3.41%

1 Year 5 Years Since Inception*
--------------------------------------------------------------------------------
5.47% 5.49% 4.92%
--------------------------------------------------------------------------------

* Inception date for the Service Shares of the portfolio is September 27,
1990.

In the chart, total returns for 1991 through 1999 would have been lower if
operating expenses hadn't been reduced.

In the table, total returns from inception through 1999 would have been lower if
operating expenses hadn't been reduced.

7-day yield as of 12/31/1999: 5.29%

3 | Government Securities Portfolio
<PAGE>

How Much Investors Pay

This fee table describes the fees and expenses that you may pay if you buy and
hold Service Shares of the portfolio. This information doesn't include any fees
that may be charged by your financial services firm.

--------------------------------------------------------------------------------
Fee Table
--------------------------------------------------------------------------------

Shareholder Fees (%)
(paid directly from your investment) None
-------------------------------------------------------------------------------
Annual Operating Expenses (%)
(deducted from portfolio assets)
-------------------------------------------------------------------------------
Management Fee 0.15%
-------------------------------------------------------------------------------
Distribution (12b-1) Fee None
-------------------------------------------------------------------------------
Other Expenses* 0.18%
-------------------------------------------------------------------------------
Total Annual Operating Expenses 0.33%
-------------------------------------------------------------------------------
Expense Reimbursement** 0.08%
-------------------------------------------------------------------------------
Net Expenses** 0.25%
-------------------------------------------------------------------------------

* Includes costs of shareholder servicing, custody and similar expenses,
which may vary with portfolio size and other factors.

** By contract, total annual operating expenses are capped at 0.25% through
7/31/2001.

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------

Based on the figures above (including one year of capped expenses), this example
helps you compare this portfolio's Service Shares' expenses to those of other
mutual funds. The example assumes the expenses above remain the same, that you
invested $10,000, earned 5% annual returns, reinvested all dividends and
distributions and sold your shares at the end of each period. This is only an
example; actual expenses will be different.

1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
$26 $98 $177 $410
-------------------------------------------------------------------------------

4 | Government Securities Portfolio
<PAGE>

--------------------------------------------------------------------------------
TICKER SYMBOL ICTXX

Treasury Portfolio

The Portfolio's Goal And Main Strategy

The portfolio seeks to provide maximum current income consistent with stability
of capital.

The portfolio pursues its goal by investing exclusively in short-term U.S.
Treasury securities or in repurchase agreements backed by these securities. The
timely payment of principal and interest on these securities is guaranteed by
the full faith and credit of the U.S. government.

--------------------------------------------------------------------------------
Money Fund Rules

o individual securities must have remaining maturities of no more than 397
days

o the dollar-weighted average maturity of the portfolio's holdings cannot
exceed 90 days

o all securities must be in the top two credit grades for short-term debt
securities and be denominated in U.S. dollars

5 | Treasury Portfolio
<PAGE>

Main Risks to Investors

There are several risk factors that could reduce the yield you get from the
portfolio or make it perform less well than other investments.

Because of the portfolio's high credit standards, its yield may be lower than
the yields of money funds that don't limit their investments to government
securities.

Other factors that could affect performance include:

o the managers could be incorrect in their analysis of interest rate trends,
credit quality or other matters

o over time, the real value of the portfolio's yield may be eroded by
inflation

6 | Treasury Portfolio
<PAGE>

Performance

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

3.33 2.89 4.02 5.75 5.20 5.75 5.21 5.30

-------------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997 1998 1999
--------------------------------------------------------------------------------

Best Quarter: 1.79%, Q4 1997
Worst Quarter: 0.69%, Q4 1992
Year-to-date return as of 6/30/2000: 3.31%

1 Year 5 Years Since Inception*
-------------------------------------------------------------------------------
5.30% 5.35% 4.62%
-------------------------------------------------------------------------------

* Inception date for the Service Shares of the portfolio is December 17,
1991.

In the chart, total returns for 1992 through 1999 would have been lower if
operating expenses hadn't been reduced.

In the table, total returns from inception through 1999 would have been lower if
operating expenses hadn't been reduced.

7-day yield as of 12/31/1999: 5.10%

7 | Treasury Portfolio
<PAGE>

How Much Investors Pay

The fee table describes the fees and expenses that you may pay if you buy and
hold Service Shares of the portfolio. This information doesn't include any fees
that may be charged by your financial services firm.

Fee Table

Shareholder Fees (%)
(paid directly from your investment) None
-------------------------------------------------------------------------------
Annual Operating Expenses (%)
(deducted from portfolio assets)
-------------------------------------------------------------------------------
Management Fee 0.15%
-------------------------------------------------------------------------------
Distribution (12b-1) Fee None
-------------------------------------------------------------------------------
Other Expenses* 0.31%
-------------------------------------------------------------------------------
Total Annual Operating Expenses 0.46%
-------------------------------------------------------------------------------
Expense Reimbursement** 0.21%
-------------------------------------------------------------------------------
Net Expenses** 0.25%
-------------------------------------------------------------------------------

* Includes costs of shareholder servicing, custody and similar expenses,
which may vary with portfolio size and other factors.

** By contract, total annual operating expenses are capped at 0.25% through
7/31/2001.

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------

1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------
$26 $126 $237 $559
-------------------------------------------------------------------------------

8 | Treasury Portfolio
<PAGE>

Other Policies And Risks

While the previous pages describe the main points of each portfolio's strategy
and risks, there are a few other issues to know about:

o The investment advisor establishes a security's credit grade when it buys
the security, using independent ratings or, for unrated securities, its own
credit analysis. If a security's credit quality falls below the minimum
required for purchase by the portfolio, the security will be sold unless
the Board believes this would not be in the shareholders' best interests.

o This prospectus doesn't tell you about every policy or risk of investing in
a portfolio. For more information, you may want to request a copy of the
Statement of Additional Information (the last page tells you how to do
this).

Keep in mind that there is no assurance that any mutual fund will achieve its
goal.

9 | Other Policies And Risks
<PAGE>

Who Manages The Fund

The Investment Advisor

The portfolios' investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

Scudder Kemper takes a team approach to asset management, bringing together
professionals from many investment disciplines. Supporting each team are Scudder
Kemper's many economists, research analysts, traders and other investment
specialists, located across the United States and around the world.

For serving as each portfolio's investment advisor, Scudder Kemper receives a
management fee. Below are the actual rates paid by each portfolio for the 12
months through the most recent fiscal year end, as a percentage of daily net
assets.

--------------------------------------------------------------------------------
Portfolio Name Fee Paid
--------------------------------------------------------------------------------

Government Securities Portfolio 0.15%
--------------------------------------------------------------------------------
Treasury Portfolio 0.00%*
--------------------------------------------------------------------------------

* Reflecting the effect of expense limitations and/or fee waivers then in
effect.

The Portfolio Managers

The portfolio managers handle the day-to-day management of the portfolios. The
lead manager for each portfolio is Frank Rachwalski, Jr. Mr. Rachwalski, who
began his investment career when he joined the advisor in 1973, has managed each
portfolio since its inception. Christopher Proctor serves as manager for each
portfolio. Mr. Proctor joined the advisor and each portfolio's team in 1999 and
began his investment career in 1990.

o Each portfolio is managed by a team of investment professionals who work
together to develop the portfolio's investment strategies.

10 | Who Manages The Fund
<PAGE>

Financial Highlights

These tables are designed to help you understand the financial performance of
each portfolio in recent years. The figures in the first part of the table are
for a single share. The total return figures represent the percentage that an
investor in a particular portfolio would have earned, assuming all dividends and
distributions were reinvested. This information has been audited by Ernst &
Young LLP, whose report, along with each portfolio's financial statements, is
included in the annual report (see "Shareholder reports" on the last page).

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Government Securities Portfolio -- Service Shares
-------------------------------------------------------------------------------------------------------------------
Year ended March 31, 2000 1999 1998 1997 1996
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $1.00 1.00 1.00 1.00 1.00
-------------------------------------------------------------------------------------------------------------------
Net investment income .05 .05 .05 .05 .06
-------------------------------------------------------------------------------------------------------------------
Less distributions from net investment income (.05) (.05) (.05) (.05) (.06)
-------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 1.00 1.00 1.00 1.00
-------------------------------------------------------------------------------------------------------------------
Total return (%) (a) 5.22 5.20 5.50 5.30 5.74
-------------------------------------------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
-------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 264,292 490,127 312,194 168,933 230,944
-------------------------------------------------------------------------------------------------------------------
Ratio of expenses before expense reductions (%) .33 .33 .38 .32 .32
-------------------------------------------------------------------------------------------------------------------
Ratio of expenses after expense reductions (%) .25 .25 .25 .25 .25
-------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (%) 4.98 5.05 5.37 5.17 5.57
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Total return would have been lower had certain expenses not been reduced.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Treasury Portfolio -- Service Shares
-------------------------------------------------------------------------------------------------------------------
Year ended March 31, 2000 1999 1998 1997 1996
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 1.00 1.00 1.00 1.00 1.00
-------------------------------------------------------------------------------------------------------------------
Net investment income .05 .05 .05 .05 .05
-------------------------------------------------------------------------------------------------------------------
Less distributions from net investment
income (.05) (.05) (.05) (.05) (.05)
-------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 1.00 1.00 1.00 1.00
-------------------------------------------------------------------------------------------------------------------
Total Return (%) (a) 5.08 5.03 5.34 5.15 5.66
-------------------------------------------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
-------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 47,889 58,402 74,290 63,347 101,576
-------------------------------------------------------------------------------------------------------------------
Ratio of expenses before expense reductions (%) .46 .37 .38 .37 .37
-------------------------------------------------------------------------------------------------------------------
Ratio of expenses after expense reductions (%) .25 .25 .25 .25 .25
-------------------------------------------------------------------------------------------------------------------
Ratio of net investment income (%) 4.94 4.92 5.21 5.03 5.48
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Total return would have been lower had certain expenses not been reduced.

11 | Financial Highlights
<PAGE>

--------------------------------------------------------------------------------
Your Investment In The Portfolios

The following pages describe the main policies associated with buying and
selling shares of the portfolios. There is also information on dividends and
taxes and other matters that may affect you as a portfolio shareholder.

Because these portfolios are available only through a financial services firm,
such as a broker or financial institution, you should contact a representative
of your financial services firm for instructions on how to buy or sell portfolio
shares.

Policies You Should Know About

The policies below may affect you as a shareholder. In any case where materials
provided by your financial services firm contradict the information given here,
you should follow the information in your firm's materials. Please note that a
financial services firm may charge its own fees.

Keep in mind that the information in this prospectus applies only to each
portfolio's Service Shares. The Government Securities Portfolio has two other
share classes, and the Treasury Portfolio has one other share class, which are
described in separate prospectuses and which have different fees, requirements
and services.

Policies about transactions

Each portfolio is open for business each day the New York Stock Exchange is
open. Normally, each portfolio calculates its share price three times every
business day: at 1:00 p.m., 3:00 p.m. and 4:00 p.m. Central time for Government
Securities Portfolio, and 11:00 a.m., 1:00 p.m. and 3:00 p.m. Central time for
Treasury Portfolio.

As noted earlier, each portfolio expects to maintain a stable $1.00 share price.

12 | Policies You Should Know About
<PAGE>

You can place an order to buy or sell shares at any time. Once your order is
received by Kemper Service Company, and they have determined that it is a "good
order," it will be processed at the next share price calculated.

Because orders placed through financial services firms must be forwarded to
Kemper Service Company before they can be processed, you'll need to allow extra
time. A representative of your financial services firm should be able to tell
you when your order will be processed.

For the Government Securities Portfolio, orders for purchase of shares received
by wire transfer in the form of Federal Funds, if accepted, will be effected at
the next determined share price calculated and will receive that day's dividend
if effected at or prior to 3:00 p.m. Central time, otherwise such shares will
receive the dividend for the next calendar day. Wire purchase orders received
between 1:00 p.m. and 3:00 p.m. Central time, for effectiveness at the 3:00 p.m.
Central time net asset value determination may be rejected based on certain
guidelines. In particular, only investors known to the portfolio may submit wire
purchase orders between 1:00 p.m. and 3:00 p.m. Central time and acceptance of
such an order will, among other things, be based upon the level of purchase
orders received by the portfolio, the size of the order submitted, general
market conditions, and the availability of investments for the portfolio.

For the Treasury Portfolio, shares purchased by wire will receive that day's
dividend if effected at or prior to 1:00 p.m. Central time, otherwise, such
shares will receive the dividend for the next calendar day.

Wire purchases should be directed to:

UMB Bank N.A.
(ABA #101-000-695)
10th and Grand Avenue
Kansas City, Missouri 64106

for credit to the appropriate portfolio bank account (Government Securities
Portfolio 44: 98-0120-0321-1; Treasury Portfolio 43: 98-7036-760-2) and for
further credit to your account.

Orders for purchase accompanied by a check or other negotiable bank draft will
be accepted and effected as of 3:00 p.m. Central time for the Treasury Portfolio
and 4:00 p.m. Central time for the Government Securities Portfolio 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 of a portfolio will be purchased.

Upon receipt by Kemper Service Company of a request in the form described below,
shares of a portfolio will be redeemed at the next determined net asset value.
If processed at 3:00 p.m. Central time for the Treasury Portfolio and 4:00 p.m.
Central time for the Government Securities Portfolio, the shareholder will
receive that day's dividend. Requests received by Kemper Service Company for
expedited wire redemptions prior to 11:00 a.m. Central time, in the case of the
Treasury Portfolio, and prior to 1:00 p.m. Central time, in the case of the
Government Securities Portfolio, will result in shares being redeemed that day,
and normally proceeds will be sent to the designated account that day. However,
you will not receive that day's dividend.

13 | Policies You Should Know About
<PAGE>

When you want to sell more than $50,000 worth of shares or send the proceeds to
a third party or to a new address, you'll usually need to place your order in
writing and include a signature guarantee. The only exception is if you want
money wired to a bank account that is already on file with us; in that case, you
don't need a signature guarantee. Also, you don't need a signature guarantee for
an exchange, although we may require one in certain other circumstances.

A signature guarantee is simply a certification of your signature -- a valuable
safeguard against fraud. You can get a signature guarantee from most brokerages,
banks, savings institutions and credit unions. Note that you can't get a
signature guarantee from a notary public.

If your shares are registered directly with the portfolios' transfer agent, you
can sell them by sending a written request (with a signature guarantee) to:

Kemper Service Company
Attention: Transaction Processing
P.O. Box 219557
Kansas City, MO 64121

Money from shares you sell is normally sent out within one business day of when
your order is processed (not when it is received), although it could be delayed
for up to seven days. There are also two circumstances when it could be longer:
when you are selling shares you bought recently by check and that check hasn't
cleared yet (maximum delay: ten days) or when unusual circumstances prompt the
SEC to allow further delays.

Your financial services firm may set its own minimum investment, although that
set by each portfolio is as follows:

o Minimum initial investment: $1,000,000

o Subsequent investments may be made in any amount.

Share certificates are available on written request. However, we don't recommend
them unless you want them for a specific purpose, because they can only be sold
by mailing them in, and if they're ever lost they're difficult and expensive to
replace.

How the portfolios calculate share price

For each share class of each portfolio, the share price is the net asset value
per share, or NAV. To calculate NAV, each share class of each portfolio uses the
following equation:

TOTAL ASSETS - TOTAL LIABILITIES
---------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING

In valuing securities, we typically use the amortized cost method (the method
used by most money market funds).

14 | Policies You Should Know About
<PAGE>

Other rights we reserve

You should be aware that we may do any of the following:

o withhold 31% of your distributions as federal income tax if you have been
notified by the IRS that you are subject to backup withholding, or if you
fail to provide us with a correct taxpayer ID number or certification that
you are exempt from backup withholding

o reject a new account application if you don't provide a correct Social
Security or other tax ID number; if the account has already been opened, we
may give you 30 days' notice to provide the correct number

o close your account and send you the proceeds if your balance falls below
$1,000,000; we will give you 60 days' notice so you can either increase
your balance or close your account (this policy doesn't apply to most
retirement accounts or if you have an automatic investment plan)

o pay you for shares you sell by "redeeming in kind," that is, by giving you
marketable securities (which typically will involve brokerage costs for you
to liquidate) rather than cash

o change, add or withdraw various services, fees and account policies

o reject or limit purchases of shares for any reason

o withdraw or suspend any part of the offering made by this prospectus

15 | Policies You Should Know About
<PAGE>

Understanding Distributions And Taxes

Because each shareholder's tax situation is unique, it's always a good idea to
ask your tax professional about the tax consequences of your investments,
including any state and local tax consequences.

By law, a mutual fund is required to pass through to its shareholders virtually
all of its net earnings. A portfolio can earn money in two ways: by receiving
interest, dividends or other income from securities it holds, and by selling
securities for more than it paid for them. (A portfolio's earnings are separate
from any gains or losses stemming from your own purchase of shares.) A portfolio
may not always pay a distribution for a given period.

The portfolios intend to declare income dividends daily, and pay them monthly.
The portfolios may make short- or long-term capital gains distributions in
November or December, and may make additional distributions for tax purposes if
necessary. Capital gains may be taxed at different rates depending on the length
of time a portfolio holds its assets. Exchanges of portfolio shares or among
other mutual funds may also be taxable events.

You can choose how to receive your dividends and distributions. You can have
them all automatically reinvested in portfolio shares (at NAV) or all sent to
you by check. Tell us your preference on your application. If you don't indicate
a preference, your dividends and distributions will all be reinvested. For
retirement plans, reinvestment is the only option.

The following tables show the usual tax status of transactions in portfolio
shares as well as that of any taxable distribution from a portfolio:

Generally taxed at ordinary income rates
-------------------------------------------------------------------------------
o short-term capital gains from selling portfolio shares
-------------------------------------------------------------------------------
o income dividends you receive from the portfolios
-------------------------------------------------------------------------------
o short-term capital gains distributions received from the portfolios
-------------------------------------------------------------------------------

Generally taxed at capital gains rates
-------------------------------------------------------------------------------
o long-term capital gains from selling portfolio shares
-------------------------------------------------------------------------------
o long-term capital gains distributions received from the portfolios
-------------------------------------------------------------------------------

You will be sent detailed tax information every January. These statements tell
you the amount and the tax category of any dividends or distributions you
received. They also have certain details on your purchases and sales of shares.
The tax status of dividends and distributions is the same whether you reinvest
them or not. Dividends or distributions declared in the last quarter of a given
year are taxed in that year, even though you may not receive the money until the
following January.

16 | Understanding Distributions And Taxes
<PAGE>

To Get More Information

Shareholder reports -- These have detailed performance figures, a list of
everything each portfolio owns and the portfolios' financial statements.
Shareholders get these reports automatically. To reduce costs, we may mail one
copy per household. For more copies, contact your financial services firm.

Statement of Additional Information (SAI) -- This tells you more about each
portfolio's features and policies, including additional risk information. The
SAI is incorporated by reference into this document (meaning that it's legally
part of this prospectus).

If you'd like to ask for copies of these documents please contact your financial
services firm or the SEC (see below). If you're a shareholder and have
questions, please contact your financial services firm. Materials you get from
your financial services firm are free; those from the SEC involve a copying fee.
If you like, you can look over these materials in person at the SEC's Public
Reference Room in Washington, DC or request them electronically at
[email protected]. You can also obtain these materials by calling the
Shareholder Service Agent at (800) 231-8568, during normal business hours only.

SEC
450 Fifth Street, N.W.
Washington, DC 20549-0102
www.sec.gov
Tel (202) 942-8090

SEC File Number
Investors Cash Trust 811-6103

<PAGE>

SCUDDER
INVESTMENTS (SM)
[LOGO]

Government Securities Portfolio

Scudder Government
Cash Institutional
Shares Fund #144

Prospectus
August 1, 2000

<PAGE>

--------------------------------------------------------------------------------
Table of Contents

GOVERNMENT SECURITIES PORTFOLIO -- GOVERNMENT CASH INSTITUTIONAL SHARES

Your Investment
About The Portfolio In The Portfolio

1 The Portfolio's Goal And 7 Policies You Should Know About
Main Strategy
8 How To Buy Shares
2 Main Risks To Investors
9 How To Sell Shares
3 Performance
13 Understanding Distributions
4 How Much Investors Pay And Taxes

5 Other Policies And Risks

5 Who Manages The Portfolio

6 Financial Highlights

<PAGE>

--------------------------------------------------------------------------------
Government Securities Portfolio

The Portfolio's Goal And Main Strategy

The portfolio seeks to provide maximum current income consistent with stability
of capital.

--------------------------------------------------------------------------------
Money Fund Rules

o individual securities must have remaining maturities of no more than 397
days

o the dollar-weighted average maturity of the portfolio's holdings cannot
exceed 90 days

o all securities must be in the top two credit grades for short-term debt
securities and be denominated in U.S. dollars

1
<PAGE>

Main Risks to Investors

There are several risk factors that could reduce the yield you get from the
portfolio or make it perform less well than other investments.

Other factors that could affect performance include:

o the managers could be incorrect in their analysis of interest rate trends,
credit quality or other matters

o over time, the real value of the portfolio may be eroded by inflation

2
<PAGE>

Performance

The bar chart shows how the total returns for the portfolio's Service Shares
have varied from year to year, which may give some idea of risk. The table shows
how the portfolio's Service Shares returns over different periods average out.
All figures on this page assume reinvestment of dividends and distributions. As
always, past performance is no guarantee of future results.

Institutional Shares do not have a full calendar year of performance, therefore
past performance data is not provided with respect to the Institutional Shares.
Although Service Shares are not offered in this prospectus, they are invested in
the same portfolio of securities. Service Shares annual returns differ only to
the extent that the classes have different fees and expenses.

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

5.71 3.45 2.95 4.03 5.83 5.33 5.93 5.35 5.47

Best Quarter: 1.83%, Q4 1997
Worst Quarter: 0.71%, Q1 1993
Year-to-date return as of 6/30/2000: 3.41%

1 Year 5 Years Since Inception*
---------------------------------------------------------
5.47% 5.49% 4.92%
---------------------------------------------------------

* Inception date for the portfolio's Service Shares is September 27, 1990.

In the chart, total returns for 1991 through 1999 would have been lower if
operating expenses hadn't been reduced.

In the table, total returns from inception through 1999 would have been lower if
operating expenses hadn't been reduced.

7-day yield as of 12/31/99: 5.29%

To find out current Institutional Shares performance, including yield
information, contact your financial services firm from which you obtained this
prospectus.

3
<PAGE>

How Much Investors Pay

This fee table describes the fees and expenses that you may pay if you buy and
hold Institutional Shares of the portfolio. This information doesn't include any
fees that may be charged by your financial services firm.

--------------------------------------------------------------------------------
Fee Table
--------------------------------------------------------------------------------

Shareholder Fees (%)
(paid directly from your investment) None
--------------------------------------------------------

Annual Operating Expenses (%)
(deducted from portfolio assets)
--------------------------------------------------------
Management Fee 0.15%
--------------------------------------------------------
Distribution (12b-1) Fee None
--------------------------------------------------------
Other Expenses* 0.07%
--------------------------------------------------------
Total Annual Operating Expenses 0.22%
--------------------------------------------------------

* Includes costs of shareholder servicing, custody and similar expenses,
which may vary with fund size and other factors.

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------

Based on the figures above, this example helps you compare the portfolio's
Institutional Shares' expenses to those of other mutual funds. The example
assumes the expenses above remain the same, that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions and sold your
shares at the end of each period. This is only an example; actual expenses will
be different.

1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------
$23 $71 $124 $280
-------------------------------------------------------

4
<PAGE>

Other Policies And Risks

While the previous pages describe the main points of the portfolio's strategy
and risks, there are a few other issues to know about:

o This prospectus doesn't tell you about every policy or risk of investing in
the portfolio. For more information, you may want to request a copy of the
Statement of Additional Information (the last page tells you how to do
this).

Keep in mind that there is no assurance that any mutual fund will achieve its
goal.

Who Manages The Portfolio

The Investment Advisor

The portfolio's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

For serving as the portfolio's investment advisor, Scudder Kemper receives a
management fee. For the 12 months through the most recent fiscal year end, the
portfolio paid management fees of 0.15% of its average daily net assets.

The Portfolio Managers

The portfolio managers handle the day-to-day management of the portfolio.

Frank J. Rachwalski, Jr. serves as lead manager for the portfolio. Mr.
Rachwalski joined the advisor in 1973 and began his investment career at that
time. Mr. Rachwalski joined the portfolio in 1990, and has been responsible for
the trading and portfolio management of money market funds since 1974.
Christopher Proctor serves as manager for the portfolio. Mr. Proctor joined the
advisor and the portfolio's team in 1999 and began his investment career in
1990.

o The portfolio is managed by a team of investment professionals who work
together to develop the portfolio's investment strategies.

5
<PAGE>

Financial Highlights

This table is designed to help you understand the financial performance of the
portfolio's Institutional Shares for the most recent fiscal year. The figures in
the first part of the table are for a single share. The total return figures
represent the percentage that an investor in the portfolio would have earned,
assuming all dividends and distributions were reinvested. This information has
been audited by Ernst & Young LLP, whose report, along with the portfolio's
financial statements, is included in the annual report (see "Shareholder
reports" on the last page).

--------------------------------------------------------------------------------
Government Securities Portfolio -- Institutional Shares
--------------------------------------------------------------------------------

2000(a)
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.00
--------------------------------------------------------------------------------
Net investment income .02
--------------------------------------------------------------------------------
Less distributions from net investment income (.02)
--------------------------------------------------------------------------------
Net asset value, end of period $ 1.00
--------------------------------------------------------------------------------
Total return (%) 2.07**
--------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
--------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 106,150
--------------------------------------------------------------------------------
Ratio of expenses before expense reductions (%) .22*
--------------------------------------------------------------------------------
Ratio of expenses after expense reductions (%) .22*
--------------------------------------------------------------------------------
Ratio of net investment income (%) 5.75*
--------------------------------------------------------------------------------

* Annualized

** Not annualized

(a) For the period November 17, 1999 (commencement of operations) to March 31,
2000.

6
<PAGE>

--------------------------------------------------------------------------------
Your Investment In The Portfolio

The following pages describe the main policies associated with buying and
selling shares of the portfolio. There is also information on dividends and
taxes and other matters that may affect you as a portfolio shareholder.

Because this portfolio is available only through a financial services firm, such
as a broker or financial institution, you should contact a representative of
your financial services firm for instructions on how to buy or sell portfolio
shares.

Policies You Should Know About

Keep in mind that the information in this prospectus applies only to the
portfolio's Institutional Shares. The portfolio has two other share classes,
which are described in separate prospectuses and which have different fees,
requirements and services.

7
<PAGE>

How To Buy Shares

Use these instructions to make investments.

<TABLE>
<CAPTION>
Buying shares First investment Additional investments
-------------------------------------------------------------------------------------
<S> <C> <C>
$1,000,000 or more for all accounts* No minimum amount
-------------------------------------------------------------------------------------
By wire o Call (800) 537-3177 to open an o Instruct the wiring bank
account and get an account number to transmit the specified
amount to UMB Bank, N.A.
o Instruct wiring bank to transmit with the information stated
the specified amount to: to the left.

UMB Bank, N.A.
10th and Grand Avenue
Kansas City, Missouri 64106

ABA Number 101-000-695
DDA #144:98-0120-0321-1

Attention: Government Securities
Portfolio -- Institutional Shares

Account (name(s) in which registered)

Account Number and amount invested
in the portfolio

o Complete a purchase application
and send it to us at the address
below
-------------------------------------------------------------------------------------
By mail or o Fill out and sign a purchase o Send a check and a letter
express mail application with your name, account
(see below) number, the full name of the
o Send it to us at the address portfolio and class, and
below, along with an investment your investment instructions
check made out to "Government to us at the address below
Securities Portfolio"
-------------------------------------------------------------------------------------
Regular, express, Kemper Service Company, Institutional Funds Client Services
registered, or 222 South Riverside Plaza, 33rd Floor
certified mail: Chicago, IL 60606
-------------------------------------------------------------------------------------
Fax number: (800) 537-9960
-------------------------------------------------------------------------------------
E-Mail address: [email protected]
-------------------------------------------------------------------------------------
</TABLE>

* The minimum investment requirements may be waived or lowered for
investments effected through banks and other institutions that have entered
into special arrangements with Kemper Distributors, Inc. on behalf of the
portfolio and for investments effected on a group basis by certain other
entities and their employees, such as pursuant to a payroll deduction plan
and for investments made in an Individual Retirement Account. Investment
minimums may also be waived for trustees and officers of Investors Cash
Trust.

8
<PAGE>

How To Sell Shares

Use these instructions to sell shares in your account.

<TABLE>
<CAPTION>
Selling shares
-------------------------------------------------------------------------------------
<S> <C>
By Expedited If Expedited Redemption Service has been elected on the Purchase
Redemption Service Application on file with the Transfer Agent, redemption of
shares may be requested by:

o telephoning Client Services at (800) 537-3177

o faxing a request to (800) 537-9960
-------------------------------------------------------------------------------------
By mail, express Write a letter that includes:
mail or fax
o the portfolio, class, and account number from which you want
to sell shares

o the dollar amount or number of shares you want to sell

o your name(s), signature(s), and address, as they appear on
your account

o a daytime telephone number

Mail the letter to:

Kemper Service Company
Institutional Funds Client Services
222 South Riverside Plaza, 33rd Floor
Chicago, IL 60606

or fax to:

(800) 537-9960
-------------------------------------------------------------------------------------
By phone o Call (800) 537-3177 for instructions
-------------------------------------------------------------------------------------
</TABLE>

9
<PAGE>

Policies about transactions

The portfolio is open for business each day the New York Stock Exchange is open.
Normally, the portfolio calculates its share price every business day at 2:00
p.m., 4:00 p.m. and 5:00 p.m. Eastern time.

As noted earlier, the portfolio expects to maintain a stable $1.00 share price.

Orders for purchase of shares received by wire transfer in the form of federal
funds, if accepted, will be effected at the next determined share price
calculated and will receive that day's dividend if effected at or prior to 4:00
p.m. Eastern time, otherwise such shares will receive the dividend for the next
calendar day. Wire purchase orders received between 2:00 p.m. and 4:00 p.m.
Eastern time for effectiveness at the 4:00 p.m. Eastern time net asset value
determination may be rejected based on certain guidelines. In particular, only
existing shareholders may submit wire purchase orders between 2:00 p.m. and 4:00
p.m. Eastern time and acceptance of such an order will, among other things, be
based upon the level of purchase orders received by the portfolio, the size of
the order submitted, general market conditions and the availability of
investments for the portfolio. Existing shareholders intending to submit wire
purchase orders after 2:00 p.m. Eastern time should call (800) 537-3177.
Investments by check will be effective at 5:00 p.m. Eastern time on the business
day following receipt and will earn dividends the following calendar day. If an
order is accompanied by a check drawn on a foreign bank, funds must normally be
collected on such check before shares of the portfolio will be purchased.

When selling shares, you'll generally receive the dividend for the day on which
your shares were sold. If we receive a sell request before 2:00 p.m. Eastern
time and the request calls for proceeds to be sent out by wire, we will normally
wire you the proceeds on the same day. However you won't receive that day's
dividend.

10
<PAGE>

Expedited Redemption Service allows you to have proceeds from your sales of fund
shares wired directly to a bank account. To use this service, you'll need to
designate the bank account in advance. Follow the instructions on your
application. Expedited Redemption Service orders that arrive before 2:00 p.m.
Eastern time will be processed that day, and we will normally wire you the
proceeds on the same day. However, you won't receive that day's dividend.

With same-day redemptions through Expedited Redemption Service, money from
shares you sell is normally sent out the same day we receive your order. Money
from other orders is normally sent out within one business day of when your
order is processed (not when it is received), although it could be delayed for
up to seven days. There are also two circumstances when it could be longer: when
you are selling shares you bought recently by check and that check hasn't
cleared yet (maximum delay: 10 days) or when unusual circumstances prompt the
SEC to allow further delays.

11
<PAGE>

How the portfolio calculates share price

For the share class of the portfolio, the share price is the net asset value per
share, or NAV. To calculate NAV for the share class, the portfolio uses the
following equation:

TOTAL ASSETS - TOTAL LIABILITIES
---------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING

In valuing securities, we typically use the amortized cost method (the method
used by most money market funds).

Other rights we reserve

You should be aware that we may do any of the following:

o close your account and send you the proceeds if your balance falls below
the required minimum; we will give you 60 days' notice so you can either
increase your balance or close your account (this policy doesn't apply to
most retirement accounts or if you have an automatic investment plan)

o pay you for shares you sell by "redeeming in kind," that is, by giving you
marketable securities (which typically will involve brokerage costs for you
to liquidate) rather than cash; generally, the fund won't make a redemption
in kind unless your requests over a 90-day period total more than $250,000
or 1% of the value of the fund's net assets

o change, add or withdraw various services, fees and account policies

o reject or limit purchases of shares for any reason without prior notice

o withdraw or suspend any part of the offering made by this prospectus

12
<PAGE>

Understanding Distributions And Taxes

By law, a mutual fund is required to pass through to its shareholders virtually
all of its net earnings. The portfolio can earn money in two ways: by receiving
interest, dividends or other income from securities it holds, and by selling
securities for more than it paid for them. (The portfolio's earnings are
separate from any gains or losses stemming from your own purchase of shares.)
The portfolio may not always pay a distribution for a given period.

The portfolio intends to declare income dividends daily, and pay them monthly.
The portfolio may make short- or long-term capital gains distributions in
October, November or December, and may make additional distributions for tax
purposes if necessary. Capital gains may be taxable at different rates depending
on the length of time the portfolio holds its assets. Exchanges of portfolio
shares or among other mutual funds may also be taxable events.

You can choose how to receive your dividends and distributions. You can have
them all automatically reinvested in fund shares (at NAV) or all sent to you by
check. Tell us your preference on your application. If you don't indicate a
preference, your dividends and distributions will all be reinvested. For
retirement plans, reinvestment is the only option.

The following tables show the usual tax status of transactions in portfolio
shares as well as that of any taxable distribution from the portfolio:

Generally taxed at ordinary income
rates
------------------------------------------
o short-term capital gains from selling
portfolio shares
------------------------------------------
o income dividends you receive from the
portfolio
------------------------------------------
o short-term capital gains distributions
you receive from the portfolio
------------------------------------------

Generally taxed at capital gains rates
------------------------------------------
o long-term capital gains from selling
portfolio shares
------------------------------------------
o long-term capital gains distributions
you receive from the portfolio
------------------------------------------

13
<PAGE>

To Get More Information

Shareholder reports -- These have detailed performance figures, a list of
everything the portfolio owns and the portfolio's financial statements.
Shareholders get these reports automatically. To reduce costs, we may mail one
copy per household. For more copies, contact your financial services firm.

Statement of Additional Information
(SAI) -- This tells you more about the portfolio's features and policies,
including additional risk information. The SAI is incorporated by reference into
this document (meaning that it's legally part of this prospectus).

If you'd like to ask for copies of these documents, please contact your
financial services firm or the SEC (see below). If you're a shareholder and have
questions, please contact your financial services firm. Materials you get from
your financial services firm are free; those from the SEC involve a copying fee.
If you like, you can look over these materials in person at the SEC's Public
Reference Room in Washington, DC, or request them electronically at
[email protected]. You can also obtain these materials by calling Client
Services at (800) 537-3177, during normal business hours only.

SEC
450 Fifth Street, N.W.
Washington, DC 20549-0102
1-202-942-8090
www.sec.gov

SEC File Number
Investors Cash Trust 811-6103

<PAGE>

SCUDDER
INVESTMENTS(SM)
[LOGO]

Government Securities Portfolio

Government
Cash Managed Shares

Fund #244

Prospectus
August 1, 2000

<PAGE>

Table of Contents

GOVERNMENT SECURITIES PORTFOLIO -- GOVERNMENT CASH MANAGED SHARES

About The Portfolio

1 The Portfolio's Goal And
Main Strategy

2 Main Risks To Investors

3 Performance

4 How Much Investors Pay

5 Other Policies And Risks

5 Who Manages The Portfolio

6 Financial Highlights

Your Investment In The Portfolio

7 Policies You Should Know About

8 How To Buy Shares

9 How To Sell Shares

13 Understanding Distributions
And Taxes

<PAGE>

Government Securities Portfolio

| The Portfolio's Goal And Main Strategy

The portfolio seeks to provide maximum current income consistent with stability
of capital.

--------------------------------------------------------------------------------
Money Fund Rules

o individual securities must have remaining maturities of no more than 397
days

o the dollar-weighted average maturity of the portfolio's holdings cannot
exceed 90 days

o all securities must be in the top two credit grades for short-term debt
securities and be denominated in U.S. dollars

The Portfolio's Goal And Main Strategy | 1

<PAGE>

| Main Risks to Investors

There are several risk factors that could reduce the yield you get from the
portfolio or make it perform less well than other investments.

Other factors that could affect performance include:

o the managers could be incorrect in their analysis of interest rate trends,
credit quality or other matters

o over time, the real value of the portfolio's yield may be eroded by
inflation

2 | Main Risks to Investors

<PAGE>

| Performance

Managed Shares do not have a full calendar year of performance, therefore past
performance data is not provided with respect to Managed Shares. Although
Service Shares are not offered in this prospectus, they are invested in the same
portfolio of securities. Service Shares annual returns differ only to the extent
that the classes have different fees and expenses.

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

5.71 3.45 2.95 4.03 5.83 5.33 5.93 5.35 5.47

1991 1992 1993 1994 1995 1996 1997 1998 1999

Best Quarter: 1.83%, Q4 1997

Worst Quarter: 0.71%, Q1 1993

Year-to-date return as of 6/30/2000: 3.41%

* Inception date for the portfolio's Service Shares is September 27, 1990.

7-day yield as of 12/31/1999: 5.29%

In the chart, total returns for 1991 through 1999 would have been lower if
operating expenses hadn't been reduced.

In the table, total returns from inception through 1999 would have been lower if
operating expenses hadn't been reduced.

To find out current Managed Shares performance, including yield information,
contact your financial services firm from which you obtained this prospectus.

Performance | 3

<PAGE>

| How Much Investors Pay

This fee table describes the fees and expenses that you may pay if you buy and
hold Managed Shares of the portfolio. This information doesn't include any fees
that may be charged by your financial services firm.

--------------------------------------------------------------------------------
Fee Table
--------------------------------------------------------------------------------

Shareholder Fees (%)
(paid directly from your investment) None
--------------------------------------------------------------------------------

Annual Operating Expenses (%)
(deducted from portfolio assets)
--------------------------------------------------------------------------------
Management Fee 0.15%
--------------------------------------------------------------------------------
Distribution (12b-1) Fee None
--------------------------------------------------------------------------------
Other Expenses* 0.36%
--------------------------------------------------------------------------------
Total Annual Operating Expenses 0.51%
--------------------------------------------------------------------------------

* Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors.

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------

Based on the figures above, this example helps you compare the portfolio's
Managed Shares' expenses to those of other mutual funds. The example assumes the
expenses above remain the same, that you invested $10,000, earned 5% annual
returns and reinvested all dividends and distributions and sold your shares at
the end of each period. This is only an example; actual expenses will be
different.

1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------
$52 $164 $285 $640
-------------------------------------------------------

4 | How Much Investors Pay

<PAGE>

| Other Policies And Risks

While the previous pages describe the main points of the portfolio's strategy
and risks, there are a few other issues to know about:

o The investment advisor establishes a security's credit grade when it buys the
security, using independent ratings or, for unrated securities, its own
credit analysis. If a security's credit quality falls below the minimum
required for purchase by the portfolio, the security will be sold unless the
Board believes this would not be in the shareholders' best interests.

Keep in mind that there is no assurance that any mutual fund will achieve its
goal.

| Who Manages The Portfolio

The Investment Advisor

The Portfolio Managers

The portfolio managers handle the day-to-day management of the portfolio.

Christopher Proctor serves as manager for the portfolio. Mr. Proctor joined the
advisor and the portfolio's team in 1999 and began his investment career in
1990.

o The portfolio is managed by a team of investment professionals who work
together to develop the portfolio's investment strategies.

Other Policies and Risks | 5

<PAGE>

| Financial Highlights

This table is designed to help you understand the financial performance of the
portfolio's Managed Shares for the most recent fiscal year. The figures in the
first part of the table are for a single share. The total return figures
represent the percentage that an investor in the portfolio would have earned,
assuming all dividends and distributions were reinvested. This information has
been audited by Ernst & Young LLP, whose report, along with the portfolio's
financial statements, is included in the annual report (see "Shareholder
reports" on the last page).

Government Securities Portfolio -- Managed Shares
2000(a)
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.00
--------------------------------------------------------------------------------
Net investment income .02
--------------------------------------------------------------------------------
Less distributions from net investment income (.02)
--------------------------------------------------------------------------------
Net asset value, end of period $ 1.00
--------------------------------------------------------------------------------
Total Return (%) 1.96**
--------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
--------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 41,161
--------------------------------------------------------------------------------
Ratio of expenses before expense reductions (%) .51*
--------------------------------------------------------------------------------
Ratio of expenses after expense reductions (%) .51*
--------------------------------------------------------------------------------
Ratio of net investment income (%) 5.44*
--------------------------------------------------------------------------------

* Annualized
** Not annualized
(a) For the period November 17, 1999 (commencement of operations) to March 31,
2000.

6 | Financial Highlights

<PAGE>

Your Investment In The Portfolio

| Policies You Should Know About

Keep in mind that the information in this prospectus applies only to the
portfolio's Managed Shares. The portfolio has two other share classes, which are
described in separate prospectuses and which have different fees, requirements
and services.

Poicies You Should Know About | 7

<PAGE>

| How To Buy Shares

Use these instructions to make investments.

<TABLE>
<CAPTION>
Buying shares First investment Additional investments
-------------------------------------------------------------------------------------
<S> <C> <C>
$100,000 or more for all accounts* o $1,000 or more for regular
accounts
o $100 or more for IRAs
o $50 or more with an
automatic investment plan
-------------------------------------------------------------------------------------
By wire o Call (800) 537-3177 to open an o Instruct the wiring bank
account and get an account number to transmit the specified
o Instruct wiring bank to transmit amount to UMB Bank, N.A.
the specified amount to: with the information
UMB Bank, N.A. stated to the left.
10th and Grand Avenue
Kansas City, Missouri 64106

ABA Number 101-000-695
DDA #244:98-0120-0321-1

Attention: Government Securities
Portfolio -- Managed Shares

Account (name(s) in which
registered)

Account Number and amount
invested in the portfolio

o Complete a purchase application
and send it to us at the address
below
-------------------------------------------------------------------------------------
By mail or o Fill out and sign a purchase o Send a check and a letter
express mail application with your name, account
(see below) o Send it to us at the address number, the full name of
below, along with an investment the portfolio and class,
check made out to "Government and your investment
Securities Portfolio" instructions to us at the
address below
-------------------------------------------------------------------------------------
With an automatic o To set up regular investments, call (800) 537-3177
investment plan
-------------------------------------------------------------------------------------
Regular, express, Kemper Service Company, Institutional Funds Client Services
registered, or 222 South Riverside Plaza, 33rd Floor
certified mail: Chicago, IL 60606
-------------------------------------------------------------------------------------
Fax number: (800) 537-9960
-------------------------------------------------------------------------------------
E-Mail address: [email protected]
-------------------------------------------------------------------------------------
</TABLE>

* The minimum investment requirements may be waived or lowered for investments
effected through banks and other institutions that have entered into special
arrangements with Kemper Distributors, Inc. on behalf of the portfolio and
for investments effected on a group basis by certain other entities and
their employees, such as pursuant to a payroll deduction plan and for
investments made in an Individual Retirement Account. Investment minimums
may also be waived for trustees and officers of Investors Cash Trust.

8 | How To Buy Shares

<PAGE>

| How To Sell Shares

Use these instructions to sell shares in your account.

Selling shares
<TABLE>
-------------------------------------------------------------------------------------
<S> <C>
By Expedited If Expedited Redemption Service has been elected on the
Redemption Service Purchase Application on file with the Transfer Agent,
redemption of shares may be requested by:
o telephoning Client Services at (800) 537-3177
o faxing a request to (800) 537-9960
-------------------------------------------------------------------------------------
By mail, express Write a letter that includes:
mail or fax o the portfolio, class, and account number from which you
want to sell shares
o the dollar amount or number of shares you want to sell
o your name(s), signature(s), and address, as they appear
on your account
o a daytime telephone number

Mail the letter to:
Kemper Service Company
Institutional Funds Client Services
222 South Riverside Plaza, 33rd Floor
Chicago, IL 60606

or fax to:
(800) 537-9960
-------------------------------------------------------------------------------------
By phone o Call (800) 537-3177 for instructions
-------------------------------------------------------------------------------------
With an automatic o To set up regular cash payments from your account,
investment plan call (800) 537-3177
-------------------------------------------------------------------------------------
Using Checkwriting o Call (800) 537-3177
-------------------------------------------------------------------------------------
</TABLE>

How To Sell Shares | 9

<PAGE>

Policies about transactions

As noted earlier, the portfolio expects to maintain a stable $1.00 share price.

10 | How To Sell Shares
<PAGE>

Checkwriting lets you sell portfolio shares by writing a check. Your investment
keeps earning dividends until your check clears. Please note that you should not
write checks for less than $1,000 or for more than $5,000,000. A $10 service
charge will be assessed for checks that are written for less than $1,000. Note
as well that we can't honor any check larger than your balance at the time the
check is presented to us.

If you purchased your shares directly from the portfolios' transfer agent, you
can sell them by sending a written request (with a signature guarantee) to:

Kemper Service Company
Attention: Transaction Processing
P.O. Box 219557
Kansas City, MO 64121

How To Sell Shares | 11

<PAGE>

How the portfolio calculates share price

For the share class of the portfolio, the share price is the net asset value per
share, or NAV. To calculate NAV for the share class, the portfolio uses the
following equation:

TOTAL ASSETS - TOTAL
LIABILITIES
---------------------- = NAV
TOTAL NUMBER OF SHARES
OUTSTANDING

In valuing securities, we typically use the amortized cost method (the method
used by most money market funds).

Other rights we reserve

You should be aware that we may do any of the following:

o close your account and send you the proceeds if your balance falls below the
required minimum; we will give you 60 days' notice so you can either increase
your balance or close your account (this policy doesn't apply to most
retirement accounts or if you have an automatic investment plan)

o change, add or withdraw various services, fees and account policies

o reject or limit purchases of shares for any reason without prior notice

o withdraw or suspend any part of the offering made by this prospectus

12 | How To Sell Shares
<PAGE>

| Understanding Distributions And Taxes

The following tables show the usual tax status of transactions in portfolio
shares as well as that of any taxable distribution from the portfolio:

Generally taxed at ordinary income rates
------------------------------------------
o short-term capital gains from selling
portfolio shares
------------------------------------------
o income dividends you receive from the
portfolio
------------------------------------------
o short-term capital gains distributions
you receive from the portfolio
------------------------------------------

Understanding Distributions And Taxes | 13

<PAGE>

| To Get More Information

Statement of Additional Information (SAI) -- This tells you more about the
portfolio's features and policies, including additional risk information. The
SAI is incorporated by reference into this document (meaning that it's legally
part of this prospectus).

SEC
450 Fifth Street, N.W.
Washington, DC 20549-0102
1-202-942-8090
www.sec.gov

SEC File Number
Investors Cash Trust 811-6103

<PAGE>

Premier Money Market
Shares

P R O S P E C T U S
August 1, 2000

Money Market Portfolio

Government Securities Portfolio

Tax-Exempt Portfolio

Treasury Portfolio

As with all mutual funds, the Securities and Exchange
Commission (SEC) does not approve or disapprove these
shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal
offense for anyone to inform you otherwise.

<PAGE>

Table of Contents

Premier Money Market shares

About The Portfolios

1 Money Market Portfolio

5 Government Securities Portfolio

9 Tax-Exempt Portfolio

13 Treasury Portfolio

17 Other Policies And Risks

18 Who Manages The Portfolios

19 Financial Highlights

Your Investment In The Portfolios

21 Policies You Should Know About

25 Understanding Distributions And Taxes

<PAGE>

Money Market Portfolio

| The Portfolio's Goal And Main Strategy

The portfolio seeks maximum current income consistent with stability of capital.

The portfolio pursues its goal by investing primarily in high quality short-term
securities, as well as certain repurchase agreements.

The portfolio may buy securities from many types of issuers, including the U.S.
government, banks (both U.S. banks and U.S. branches of foreign banks),
corporations, and municipalities. The portfolio will normally invest at least
25% of total assets in bank obligations. However, everything the portfolio buys
must meet the rules for money market portfolio investments (see sidebar). In
addition, the portfolio focuses its investments on securities that are in the
top credit grade for short-term debt securities.

The managers may adjust the portfolio's exposure to interest rate risk,
typically seeking to take advantage of possible rises in interest rates and to
preserve yield when interest rates appear likely to fall.

--------------------------------------------------------------------------------
Money Fund Rules

o individual securities must have remaining maturities of no more than 397
days

o the dollar-weighted average maturity of the portfolio's holdings cannot
exceed 90 days

o all securities must be in the top two credit grades for short-term debt
securities and be denominated in U.S. dollars

Money Market Portfolio | 1

<PAGE>

| Main Risks To Investors

There are several risk factors that could reduce the yield you get from the
portfolio or make it perform less well than other investments.

As with most money market portfolios, the most important factor is short-term
market interest rates. The portfolio's yield tends to reflect current interest
rates, which means that when these rates fall, the portfolio's yield generally
falls as well.

Investments by the portfolio in Eurodollar certificates of deposit issued by
London branches of U.S. banks, and different obligations issued by foreign
entities, including U.S. branches of foreign banks, involve additional risks
than investments in securities of domestic branches of U.S. banks. These risks
include, but are not limited to, future unfavorable political and economic
developments, possible withholding taxes on interest payments, seizure of
foreign deposits, currency controls, or interest limitations or other
governmental restrictions that might affect payment of principal or interest.
The market for such obligations may be less liquid and, at times, more volatile
than for securities of domestic branches of U.S. banks. Additionally, there may
be less public information available about foreign banks and their branches.

Other factors that could affect performance include:

o the managers could be wrong in their analysis of interest rate trends,
credit quality or other factors

o the counterparty to a repurchase agreement or other transaction could
default on its obligations

o over time, the real value of the portfolio's yield may be eroded by
inflation

2 | Money Market Portfolio

<PAGE>

| Performance

Premier Money Market Shares do not have a full calendar year of performance,
therefore past performance data is not provided with respect to Premier Money
Market Shares. Although Service Shares are not offered in this prospectus, they
are invested in the same portfolio of securities. Service Shares annual returns
differ only to the extent that the classes have different fees and expenses.

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

5.36 2.99 2.39 3.51 5.13 4.64 4.80 4.69 4.38

1991 1992 1993 1994 1995 1996 1997 1998 1999

Best Quarter: 1.58%, Q1 1991

Worst Quarter: 0.57%, Q2 1993

Year-to-date return as of 6/30/2000: 2.62%

--------------------------------------------------------------------------------
Average Annual Total Returns as of 12/31/1999
--------------------------------------------------------------------------------
1 Year 5 Years Since Inception*
--------------------------------------------------------------------------------
4.38% 4.72% 4.23%
--------------------------------------------------------------------------------

* Inception date for the portfolio's Service Shares is
December 3, 1990.

In the chart, total returns for 1991 through 1999 would have been lower if
operating expenses hadn't been reduced.

In the table, total returns from inception through 1999 would have been lower if
operating expenses hadn't been reduced.

7-day yield as of 12/31/1999: 5.05%

To find out Premier Money Market Shares performance, including yield
information, contact your financial services firm from which you obtained this
prospectus.

Money Market Portfolio | 3
<PAGE>

| How Much Investors Pay

This fee table describes the fees and expenses that you may pay if you buy and
hold Premier Money Market Shares of the portfolio. This information doesn't
include any fees that may be charged by your financial services firm.

--------------------------------------------------------------------------------
Fee Table
--------------------------------------------------------------------------------

Shareholder Fees (%)
(paid directly from your investment) None
--------------------------------------------------------------------------------

Annual Operating Expenses (%)
(deducted from portfolio assets)
--------------------------------------------------------------------------------
Management Fee 0.17%
--------------------------------------------------------------------------------
Distribution (12b-1) Fee 0.25%
--------------------------------------------------------------------------------
Other Expenses* 0.56%
--------------------------------------------------------------------------------
Total Annual Operating Expenses 0.98%
--------------------------------------------------------------------------------

* Includes costs of shareholder servicing, custody and similar expenses,
which may vary with fund size and other factors.

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------

Based on the figures above, this example helps you compare the portfolio's
Premier Money Market Shares' expenses to those of other mutual funds. The
example assumes the expenses above remain the same, that you invested $10,000,
earned 5% annual returns, reinvested all dividends and distributions and sold
your shares at the end of each period. This is only an example; actual expenses
will be different.

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
$100 $312 $542 $1,201
--------------------------------------------------------------------------------

4 | Money Market Portfolio

<PAGE>

Government Securities Portfolio

| The Portfolio's Goal And Main Strategy

The portfolio seeks to provide maximum current income consistent with stability
of capital.

Working in conjunction with credit analysts, the portfolio managers screen
potential securities and develop a list of those that the portfolio may buy. The
managers then decide which securities on this list to buy, looking for
attractive yield and weighing considerations such as economic outlook and
possible interest rate movements. The managers may adjust the portfolio's
exposure to interest rate risk, typically seeking to take advantage of possible
rises in interest rates and to preserve yield when interest rates appear likely
to fall.

--------------------------------------------------------------------------------
Money Fund Rules

o individual securities must have remaining maturities of no more than 397
days

o the dollar-weighted average maturity of the portfolio's holdings cannot
exceed 90 days

o all securities must be in the top two credit grades for short-term debt
securities and be denominated in U.S. dollars

Government Securities Portfolio | 5

<PAGE>

| Main Risks To Investors

There are several risk factors that could reduce the yield you get from the
portfolio or make it perform less well than other investments.

Other factors that could affect performance include:

o the managers could be wrong in their analysis of interest rate trends,
credit quality or other factors

o the counterparty to a repurchase agreement or other transaction could
default on its obligations

o over time, the real value of the portfolio's yield may be eroded by
inflation

6 | Government Securities Portfolio

<PAGE>

| Performance

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

5.29 3.05 2.42 3.51 5.19 4.70 4.79 4.56 4.21

1991 1992 1993 1994 1995 1996 1997 1998 1999

Best Quarter: 1.46%, Q1 1991

Worst Quarter: 0.59%, Q2 1993

Year-to-date return as of 6/30/2000: 2.54%

--------------------------------------------------------------------------------
Average Annual Total Returns as of 12/31/1999
--------------------------------------------------------------------------------
1 Year 5 Years Since Inception*
--------------------------------------------------------------------------------
4.21% 4.69% 4.21%
--------------------------------------------------------------------------------

* Inception date for the portfolio's Service Shares is
December 3, 1990.

In the chart, total returns for 1991 through 1999 would have been lower if
operating expenses hadn't been reduced.

In the table, total returns from inception through 1999 would have been lower if
operating expenses hadn't been reduced.

7-day yield as of 12/31/1999: 4.73%

To find out Premier Money Market Shares performance, including yield
information, contact your financial services firm from which you obtained this
prospectus.

Government Securities Portfolio | 7

<PAGE>

| How Much Investors Pay

--------------------------------------------------------------------------------
Fee Table
--------------------------------------------------------------------------------

Shareholder Fees (%)
(paid directly from your investment) None
--------------------------------------------------------------------------------

Annual Operating Expenses (%)
(deducted from portfolio assets)
--------------------------------------------------------------------------------
Management Fee 0.17%
--------------------------------------------------------------------------------
Distribution (12b-1) Fee 0.25%
--------------------------------------------------------------------------------
Other Expenses* 0.58%
--------------------------------------------------------------------------------
Total Annual Operating Expenses** 1.00%
--------------------------------------------------------------------------------

* Includes costs of shareholder servicing, custody and similar expenses,
which may vary with fund size and other factors.

** By contract, total portfolio expenses are capped at 1.00% through July 31,
2001.

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
$102 $318 $552 $1,225
--------------------------------------------------------------------------------

8 | Government Securities Portfolio

<PAGE>

Tax-Exempt Portfolio

| The Portfolio's Goal And Main Strategy

The portfolio seeks to provide maximum current income that is exempt from
Federal income taxes to the extent consistent with stability of capital.

The portfolio seeks to provide income exempt from regular federal income tax and
stability of principal through investments in high quality short-term municipal
securities. The portfolio normally invests at least 80% of net assets in
municipal securities, the income from which is free from regular federal income
tax and from alternative minimum tax (AMT).

The portfolio may buy many types of municipal securities, including industrial
development bonds, but all must meet the rules for money market portfolio
investments (see sidebar). In addition, the portfolio focuses its investments on
securities that are in the top credit grade for short-term debt securities.

--------------------------------------------------------------------------------
Money Fund Rules

o individual securities must have remaining maturities of no more than 397
days

o the dollar-weighted average maturity of the portfolio's holdings cannot
exceed 90 days

o all securities must be in the top two credit grades for short-term debt
securities and be denominated in U.S. dollars

Tax-Exempt Portfolio | 9

<PAGE>

| Main Risks To Investors

There are several risk factors that could reduce the yield you get from the
portfolio or make it perform less well than other investments.

The municipal securities market is narrower and less liquid, with fewer
investors, issuers and market makers, than the taxable securities market. The
more limited marketability of municipal securities may make it more difficult in
certain circumstances to dispose of large investments advantageously.

Industrial development bonds, which are municipal securities, generally do not
constitute the pledge of the credit of the issuer of such bonds. The portfolio
may invest all or any part of its assets in municipal securities that are
industrial development bonds.

To the extent that the portfolio invests in taxable securities, a portion of its
income would be taxable.

Other factors that could affect performance include:

o the managers could be wrong in their analysis of interest rate trends,
credit quality and other factors

o the counterparty to a repurchase agreement or other transaction could
default on its obligations

o political or legal actions could change the way the portfolio's dividends
are taxed, particularly in certain states or localities

o over time, the real value of the portfolio's yield may be eroded by
inflation

10 | Tax-Exempt Portfolio

<PAGE>

| Performance

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

3.91 2.42 1.84 2.32 3.32 2.85 2.90 2.70 2.42

1991 1992 1993 1994 1995 1996 1997 1998 1999

Best Quarter: 0.98%, Q1 1991

Worst Quarter: 0.44%, Q1 1994

Year-to-date return as of 6/30/2000: 1.56%

--------------------------------------------------------------------------------
Average Annual Total Returns as of 12/31/1999
--------------------------------------------------------------------------------
1 Year 5 Years Since Inception*
--------------------------------------------------------------------------------
2.42% 2.84% 2.76%
--------------------------------------------------------------------------------

* Inception date for the portfolio's Service Shares is December 3, 1990.

In the chart, total returns for 1991 through 1999 would have been lower if
operating expenses hadn't been reduced.

In the table, total returns from inception through 1999 would have been lower if
operating expenses hadn't been reduced.

7-day yield as of 12/31/1999: 3.29%

To find out Premier Money Market Shares performance, including yield
information, contact your financial services firm from which you obtained this
prospectus.

Tax-Exempt Portfolio | 11

<PAGE>

| How Much Investors Pay

--------------------------------------------------------------------------------
Fee Table
--------------------------------------------------------------------------------

Shareholder Fees (%)
(paid directly from your investment) None
--------------------------------------------------------------------------------

Annual Operating Expenses (%)
(deducted from portfolio assets)
--------------------------------------------------------------------------------
Management Fee 0.17%
--------------------------------------------------------------------------------
Distribution (12b-1) Fee 0.25%
--------------------------------------------------------------------------------
Other Expenses* 0.54%
--------------------------------------------------------------------------------
Total Annual Operating Expenses 0.96%
--------------------------------------------------------------------------------

* Includes costs of shareholder servicing, custody and similar expenses,
which may vary with fund size and other factors.

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
$98 $306 $531 $1,178
--------------------------------------------------------------------------------

12 | Tax-Exempt Portfolio

<PAGE>

Treasury Portfolio

| The Portfolio's Goal And Main Strategy

The portfolio seeks to provide maximum current income consistent with stability
of capital.

--------------------------------------------------------------------------------
Money Fund Rules

o individual securities must have remaining maturities of no more than 397
days

o the dollar-weighted average maturity of the portfolio's holdings cannot
exceed 90 days

o all securities must be in the top two credit grades for short-term debt
securities and be denominated in U.S. dollars

Treasury Portfolio | 13

<PAGE>

| Main Risks To Investors

There are several risk factors that could reduce the yield you get from the
portfolio or make it perform less well than other investments.

As with most money market funds, the most important factor is short-term market
interest rates. Each portfolio's yield tends to reflect current interest rates,
which means that when these rates fall, the portfolio's yield generally falls as
well.

Because of the portfolio's high credit standards, its yield may be lower than
the yields of money funds that don't limit their investments to government
securities.

Other factors that could affect performance include:

o the managers could be wrong in their analysis of interest rate trends,
credit quality and other factors

o over time, the real value of the portfolio's yield may be eroded by
inflation

14 | Treasury Portolio

<PAGE>

| Performance

The bar chart shows how the total returns for the portfolio's Service Shares
have varied from year to year, which may give some idea of risk. The table shows
how the portfolio's Service Shares' returns over different periods average out.
All figures on this page assume reinvestment of dividends and distributions. As
always, past performance is no guarantee of future results.

Premier Money Market Shares do not have a full calendar year of performance,
therefore past performance data is not provided. Although Service Shares are not
offered in this prospectus, they are invested in the same portfolio of
securities. Service Shares annual returns differ only to the extent that the
classes have different fees and expenses.

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

3.33 2.89 4.02 5.75 5.20 5.75 5.21 5.30

1992 1993 1994 1995 1996 1997 1998 1999

Best Quarter: 1.79%, Q4 1997

Worst Quarter: 0.69%, Q4 1992

Year-to-date return as of 6/30/2000: 3.31%

--------------------------------------------------------------------------------
Average Annual Total Returns as of 12/31/1999
--------------------------------------------------------------------------------
1 Year 5 Years Since Inception*
--------------------------------------------------------------------------------
5.30% 5.35% 4.62%
--------------------------------------------------------------------------------

* Inception date for the portfolio's Service Shares is December 17, 1991.

In the chart, total returns for 1992 through 1999 would have been lower if
operating expenses hadn't been reduced.

In the table, total returns from inception through 1999 would have been lower if
operating expenses hadn't been reduced.

7-day yield as of 12/31/1999: 5.10%

To find out Premier Money Market Shares performance, including yield
information, contact your financial services firm from which you obtained this
prospectus.

Treasury Portfolio | 15

<PAGE>

| How Much Investors Pay

This fee table describes the fees and expenses that you may pay if you buy and
hold Premier Money Market Shares of this portfolio. This information doesn't
include any fees that may be charged by your financial services firm.

--------------------------------------------------------------------------------
Fee Table
--------------------------------------------------------------------------------

Shareholder Fees (%)
(paid directly from your investment) None
--------------------------------------------------------------------------------

Annual Operating Expenses (%)
(deducted from portfolio assets)
--------------------------------------------------------------------------------
Management Fee 0.15%
--------------------------------------------------------------------------------
Distribution (12b-1) Fee 0.25%
--------------------------------------------------------------------------------
Other Expenses* 0.63%
--------------------------------------------------------------------------------
Total Annual Operating Expenses 1.03%
--------------------------------------------------------------------------------
Expense Reimbursement** 0.03%
--------------------------------------------------------------------------------
Net Expenses** 1.00%
--------------------------------------------------------------------------------

* Includes costs of shareholder servicing, custody and similar expenses, which
may vary with portfolio size and other factors.

** By contract, total annual operating expenses are capped at 1.00% through
July 31, 2000.

--------------------------------------------------------------------------------
Example
--------------------------------------------------------------------------------

Based on the figures above (including one year of capped expenses), this example
helps you compare the portfolio's Premier Money Market Shares' expenses to those
of other mutual funds. The example assumes the expenses above remain the same,
that you invested $10,000, earned 5% annual returns, reinvested all dividends
and distributions and sold your shares at the end of each period. This is only
an example; actual expenses will be different.

1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
$102 $325 $566 $1,257
--------------------------------------------------------------------------------

16 | Treasury Portfolio

<PAGE>

| Other Policies And Risks

While the previous pages describe the main points of each portfolio's strategy
and risks, there are a few other issues to know about:

o As a temporary defensive measure, the Tax-Exempt Portfolio could invest in
taxable money market securities. This would mean that the portfolio was not
pursuing its goal.

o The investment advisor establishes a security's credit grade when it buys the
security, using independent ratings or, for unrated securities, its own
credit analysis. If a security's credit quality falls below the minimum
required for purchase by a portfolio, the security will be sold unless the
Board believes this would not be in the shareholders' best interests.

o This prospectus doesn't tell you about every policy or risk of investing in a
portfolio. For more information on these, you may want to request a copy of
the Statement of Additional Information (the last page tells you how to do
this).

Keep in mind that there is no assurance that any mutual fund will achieve its
goal.

Other Policies And Risks | 17

<PAGE>

| Who Manages The Portfolios

The Investment Advisor

------------------------------------------------------
Portfolio Name Fee Paid
------------------------------------------------------

Money Market Portfolio 0.17%
------------------------------------------------------
Government Securities Portfolio 0.17%
------------------------------------------------------
Tax-Exempt Portfolio 0.17%
------------------------------------------------------
Treasury Portfolio 0.00%*
------------------------------------------------------

* Reflecting the effect of expense limitations and/or fee waivers then in
effect.

The Portfolio Managers

The portfolio managers handle the day-to-day management of each portfolio. Frank
J. Rachwalski, Jr. serves as lead manager for each portfolio.

Mr. Rachwalski joined the advisor in 1973 and began his investment career at
that time. Mr. Rachwalski joined each portfolio in 1990, and has been
responsible for the trading and portfolio management of money market funds since
1974.

Money Market Portfolio -- Geoffrey Gibbs serves as manager for the portfolio.
Mr. Gibbs joined the advisor in 1996 as a trader for money market funds and
began his investment career in 1994. Mr. Gibbs joined the portfolio in 1999.

Government Securities Portfolio -- Dean Meddaugh serves as manager for the
portfolio. Mr. Meddaugh joined the advisor in 1996 as a money market trader, and
in 1998 became a money market manager. He began his investment career in 1994 as
an accountant for an unaffiliated investment management firm. Mr. Meddaugh
joined the portfolio in 1999.

Tax-Exempt Portfolio and Treasury Portfolio -- Jerri I. Cohen serves as a
manager to each portfolio. Ms. Cohen joined the advisor in 1981 as an accountant
and began her investment career in 1992 as a money market trader. Ms. Cohen
joined the portfolios in 1998.

o The portfolios are managed by a team of investment professionals who work
together to develop the portfolios' investment strategies.

18 | Who Manages The Portfolios

<PAGE>

| Financial Highlights

These tables are designed to help you understand the financial performance of
each portfolio's Premier Money Market Shares for the most recent fiscal year.
The figures in the first part of the table are for a single share. The total
return figures represent the percentage that an investor in a particular
portfolio would have earned, assuming all dividends and distributions were
reinvested. This information has been audited by Ernst & Young LLP, whose
report, along with each portfolio's financial statements, is included in the
annual report (see "Shareholder reports" on the last page).

--------------------------------------------------------------------------------
Money Market Portfolio -- Premier Money Market Shares
--------------------------------------------------------------------------------

Period ended April 30, 2000(a)
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.00
--------------------------------------------------------------------------------
Net investment income .01
--------------------------------------------------------------------------------
Less distributions from net investment income (.01)
--------------------------------------------------------------------------------
Net asset value, end of period $ 1.00
--------------------------------------------------------------------------------
Total Return (%) (b) .94%**
--------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
--------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 11,359
--------------------------------------------------------------------------------
Ratio of expenses before expense reductions (%) .98*
--------------------------------------------------------------------------------
Ratio of expenses after expense reductions (%) .95*
--------------------------------------------------------------------------------
Ratio of net investment income (%) 5.19*
--------------------------------------------------------------------------------

(a) For the period February 23, 2000 to April 30, 2000.
(b) Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized

Financial Highlights | 19

<PAGE>

--------------------------------------------------------------------------------
Government Securities Portfolio -- Premier Money Market Shares
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Ratios to Average Net Assets and Supplemental Data
--------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 3,708
--------------------------------------------------------------------------------
Ratio of expenses before expense reductions (%) 1.00*
--------------------------------------------------------------------------------
Ratio of expenses after expense reductions (%) 1.00*
--------------------------------------------------------------------------------
Ratio of net investment income (%) 5.01*
--------------------------------------------------------------------------------

(a) For the period March 1, 2000 to April 30, 2000.
(b) Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized

--------------------------------------------------------------------------------
Tax-Exempt Portfolio -- Premier Money Market Shares
--------------------------------------------------------------------------------

Period ended April 30, 2000(a)
--------------------------------------------------------------------------------
Net asset value, beginning of period $ 1.00
--------------------------------------------------------------------------------
Net investment income .01
--------------------------------------------------------------------------------
Less distributions from net investment income (.01)
--------------------------------------------------------------------------------
Net asset value, end of period $ 1.00
--------------------------------------------------------------------------------
Total Return (%) (b) .45**
--------------------------------------------------------------------------------

Ratios to Average Net Assets and Supplemental Data
--------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 402
--------------------------------------------------------------------------------
Ratio of expenses before expense reductions (%) .96*
--------------------------------------------------------------------------------
Ratio of expenses after expense reductions (%) .96*
--------------------------------------------------------------------------------
Ratio of net investment income (%) 3.05*
--------------------------------------------------------------------------------

(a) For the period March 7, 2000 to April 30, 2000.
(b) Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized

20 | Financial Highlights

<PAGE>

Your Investment In The Portfolios

| Policies You Should Know About

Keep in mind that the information in this prospectus applies only to each
portfolio's Premier Money Market Shares. The Money Market Portfolio and
Tax-Exempt Portfolio have three other share classes, Government Securities
Portfolio and Treasury Portfolio have one other share class, which are described
in separate prospectuses and which have different fees, requirements and
services.

Rule 12b-1 Plan

Each portfolio has adopted a plan under Rule 12b-1 for each portfolio's Premier
Money Market Shares that provides for fees payable as an expense of a portfolio
that are used by the principal underwriter to pay for distribution and services
for that portfolio. Under the 12b-1 plan, each portfolio pays an annual
distribution services fee, payable monthly, of 0.25% of that portfolio's average
daily net assets. Because 12b-1 fees are paid out of the portfolios' assets on
an ongoing basis, they will, over time, increase the cost of investment and may
cost more than paying other types of sales charges.

Policies You Should Know About | 21

<PAGE>

Policies about transactions

The portfolios are open for business each day the New York Stock Exchange is
open. Normally, the portfolios calculate their share price every business day:
at 11:00 a.m., 1:00 p.m. and 3:00 p.m. Central time for Money Market Portfolio
and Treasury Portfolio, at 11:00 a.m., 1:00 p.m., 3:00 p.m. and 8:00 p.m.
Central time for Government Securities Portfolio and at 11:00 a.m. and 3:00 p.m.
Central time for Tax-Exempt Portfolio.

As noted earlier, each portfolio expects to maintain a stable $1.00 share price.

Wire transactions that arrive by 1:00 p.m. Central time (11:00 a.m. Central time
for Tax-Exempt Portfolio) will receive that day's dividend. Wire transactions
received by 3:00 p.m. Central time (for all portfolios) or 8:00 p.m. (for
Government Securities Portfolio) will start to accrue dividends the next
calendar day. Investments by check will be effective at 3:00 p.m. Central time
on the business day following receipt and will earn dividends the following
calendar day. Confirmed share purchases that are effective at 8:00 p.m. Central
time for Government Securities Portfolio will receive dividends upon receipt of
payment in accordance with the time provisions above. If an order is accompanied
by a check drawn on a foreign bank, funds must normally be collected on such
check before shares of a portfolio will be purchased.

Wire purchase orders should be directed to:

UMB Bank N.A.
(ABA #101-000-695)
10th Grand Avenue,
Kansas City, Missouri 64106

for credit to the appropriate portfolio bank account (Money Market Portfolio
346: 98-0119-980-3; Government Securities Portfolio 347: 98-0119-983-8;
Tax-Exempt Portfolio 348: 98-0119-985-4; Treasury Portfolio 343: 98-7036-760-2)
and further credit to your account number.

When selling shares, you'll generally receive the dividend for the day on which
your shares were sold. If we receive a sell request before 11:00 a.m. Central
time and the request calls for proceeds to be sent out by wire, we will normally
wire you the proceeds on the same day. However you won't receive that day's
dividend.

Checkwriting lets you sell portfolio shares by writing a check. Your investment
keeps earning dividends until your check clears. Please note that you should not
write checks for less than $100 or for more than $5,000,000. Note as well that
we can't honor any check larger than your balance at the time the check is
presented to us.

22 | Policies You Should Know About

<PAGE>

If you purchased your shares directly from the portfolio's transfer agent, you
can sell them by sending a written request (with a signature guarantee) to:

Kemper Service Company
Attention: Transaction Processing
P.O. Box 219557
Kansas City, MO 64121

You may obtain additional information about other ways to sell your shares by
contacting your financial services firm.

Your financial services firm may set its own minimum investments, although those
set by each portfolio are as follows:

o Minimum initial investment: $1,000

o Minimum additional investment: $100

How the portfolios calculate share price

For each share class of each portfolio the share price is the net asset value
per share, or NAV. To calculate NAV, each share class of each portfolio uses the
following equation:

TOTAL ASSETS - TOTAL LIABILITIES
---------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING

In valuing securities, we typically use the amortized cost method (the method
used by most money market funds).

Policies You Should Know About | 23

<PAGE>

Other rights we reserve

You should be aware that we may do any of the following:

o close your account and send you the proceeds if your balance falls below
$1,000; we will give you 60 days' notice so you can either increase your
balance or close your account (this policy doesn't apply to most retirement
accounts)

o pay you for shares you sell by "redeeming in kind," that is, by giving you
marketable securities (which typically will involve brokerage costs for you
to liquidate) rather than cash; generally, a portfolio won't make a
redemption in kind unless your requests over a 90-day period total more than
$250,000 or 1% of the value of a portfolio's net assets

o change, add or withdraw various services, fees and account policies

o reject or limit purchases of shares for any reason without prior notice

o withdraw or suspend any part of the offering made by this prospectus

24 | Policies You Should Know About

<PAGE>

| Understanding Distributions And Taxes

The portfolios intend to declare income dividends daily, and pay them monthly.
The portfolios may make short- or long-term capital gains distributions in
October, November or December, and may make additional distributions for tax
purposes if necessary. Capital gains may be taxable at different rates depending
on the length of time the portfolio holds its assets. Exchanges of portfolio
shares or among other mutual funds may also be taxable events.

Dividends from Tax-Exempt Portfolio are generally tax-free for most
shareholders, meaning that investors can receive them without incurring federal
income tax liability. However, there are a few exceptions:

o a portion of Tax-Exempt Portfolio's dividends may be taxable as an ordinary
income if it came from investments in taxable securities

o because Tax-Exempt Portfolio can invest up to 20% of net assets in
securities whose income is subject to the federal alternative minimum tax
(AMT), you may owe taxes on a portion of your dividends if you are among
those investors who must pay AMT

The following tables show the usual tax status of transactions in fund shares as
well as that of any taxable distribution from a portfolio:

Generally taxed at ordinary income rates
--------------------------------------------------------------------------------
o short-term capital gains from selling portfolio shares
--------------------------------------------------------------------------------
o income dividends you receive from a portfolio
--------------------------------------------------------------------------------
o short-term capital gains distributions you receive from a portfolio
--------------------------------------------------------------------------------

Generally taxed at capital gains rates
--------------------------------------------------------------------------------
o long-term capital gains from selling portfolio shares
--------------------------------------------------------------------------------
o long-term capital gains distributions you receive from a portfolio
--------------------------------------------------------------------------------

Understanding Distributions And Taxes | 25

<PAGE>

| To Get More Information

Shareholder reports -- These have detailed performance figures, a list of
everything each portfolio owns and the portfolio's financial statements.
Shareholders get these reports automatically. To reduce costs, we may mail one
copy per household. For more copies, contact your financial services firm.

If you'd like to ask for copies of these documents, please contact your
financial services firm or the SEC (see below). If you're a shareholder and have
questions, please contact your financial services firm. Materials you get from
your financial services firm are free; those from the SEC involve a copying fee.
If you like, you can look over these materials in person at the SEC's Public
Reference Room in Washington, DC, or request them electronically at
[email protected]. You can also obtain these materials by calling the
Shareholder Service Agent at (800) 231-8568, during normal business hours only.

SEC
450 Fifth Street, N.W.
Washington, DC 20549-0102
1-202-942-8090
www.sec.gov

SEC File Numbers:

Cash Account Trust 811-5970
Money Market Portfolio
Government Securities Portfolio
Tax-Exempt Portfolio

Investors Cash Trust
Treasury Portfolio 811-6103

<PAGE>

INVESTORS CASH TRUST

STATEMENT OF ADDITIONAL INFORMATION
August 1, 2000

Service Shares of

Government Securities Portfolio
Treasury Portfolio

222 South Riverside Plaza, Chicago, Illinois 60606
1-800-231-8568

This Statement of Additional Information contains information about the
Service Shares of the Government Securities Portfolio and Treasury Portfolio
(each a "Portfolio", collectively the "Portfolios") offered by Investors Cash
Trust (the "Trust") an open-end diversified management investment company. This
combined Statement of Additional information is not a prospectus and should be
read in conjunction with the prospectus for the Service Shares of the Government
Securities Portfolio and Treasury Portfolio (each, a "Portfolio", collectively,
the "Portfolios") dated August 1, 2000. The prospectus may be obtained without
charge from the Trust, and is also available along with other related materials
on the SEC's Internet Web site (http://www.sec.gov).

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

TABLE OF CONTENTS

Page
----

Investment Restrictions.............................................. 1

Investment Policies and Techniques................................... 2

Investment Adviser and Shareholder
Services............................................................. 4

Portfolio Transactions............................................... 6

Purchase and Redemption of Shares.................................... 8

Dividends, Taxes and Net Asset Value................................. 10

Performance.......................................................... 12

Officers and Trustees................................................ 13

Special Features..................................................... 17

Shareholder Rights................................................... 18

The financial statements appearing in the Fund's 2000 Annual Report to
Shareholders are incorporated herein by reference. The Fund's Annual Report
accompanies this Statement of Additional Information, and may be obtained
without charge by calling 1-800-231-8568.

<PAGE>

INVESTMENT RESTRICTIONS

The Fund has adopted for the Government Securities Portfolio and Treasury
Portfolio certain investment restrictions which 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, as amended (the "1940
Act"), 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. Except as otherwise noted, a Portfolio's
investment objective and other policies may be changed by the Portfolio's Board
of Trustees, without a vote of shareholders.

The Fund has elected to be classified as a diversified open-end investment
company.

As a matter of fundamental policy, each Portfolio may not:

1. borrow money, except as permitted under the 1940 Act, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time;

2. issue senior securities, except as permitted under the 1940 Act, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time;

3. concentrate its investments in a particular industry, as that term is
used in the 1940 Act, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time;

4. engage in the business of underwriting securities issued by others,
except to the extent that a Portfolio may be deemed to be an
underwriter in connection with the disposition of portfolio securities;

5. purchase or sell real estate, which term does not include securities of
companies which deal in real estate or mortgages or investments secured
by real estate or interests therein, except that a Portfolio reserves
freedom of action to hold and to sell real estate acquired as a result
of the Portfolio's ownership of securities;

6. purchase physical commodities or contracts relating to physical
commodities; or

7. make loans, except as permitted under the 1940 Act, and as interpreted
or modified by regulatory authority having jurisdiction, from time to
time.

The following policies are non-fundamental, and may be changed or eliminated for
each Portfolio by the Fund's Board without a vote of shareholders:

Each of the Government Securities Portfolio and the Treasury Portfolio may not:

1. lend portfolio securities in an amount greater than 5% of its total
assets; or

2. invest more than 10% of net assets in illiquid securities.

The Government Securities Portfolio may not:

1. Borrow money in an amount greater than one third of its total assets,
except for temporary or emergency purposes.

The Treasury Portfolio may not:

1. borrow money in an amount greater than 5% of its total assets, except
for temporary or emergency purposes.

<PAGE>

Code of Ethics. The Fund, the Adviser and principal underwriter have each
adopted codes of ethics under rule 17j-1 of the Investment Company Act. Board
members, officers of the Funds and employees of the Adviser and principal
underwriter are permitted to make personal securities transactions, including
transactions in securities that may be purchased or held by the Funds, subject
to requirements and restrictions set forth in the applicable Code of Ethics. The
Adviser's Code of Ethics contains provisions and requirements designed to
identify and address certain conflicts of interest between personal investment
activities and the interests of the Funds. Among other things, the Adviser's
Code of Ethics prohibits certain types of transactions absent prior approval,
imposes time periods during which personal transactions may not be made in
certain securities, and requires the submission of duplicate broker
confirmations and quarterly reporting of securities transactions. Additional
restrictions apply to portfolio managers, traders, research analysts and others
involved in the investment advisory process. Exceptions to these and other
provisions of the Adviser's Code of Ethics may be granted in particular
circumstances after review by appropriate personnel.

Interfund Borrowing and Lending Program. The Fund has received exemptive relief
from the SEC which permits the Fund to participate in an interfund lending
program among certain investment companies advised by the Adviser. The interfund
lending program allows the participating funds to borrow money from and loan
money to each other for temporary or emergency purposes. The program is subject
to a number of conditions designed to ensure fair and equitable treatment of all
participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a
rate approximating the lowest interest rate at which bank loans would be
available to any of the participating funds under a loan agreement; and (2) no
fund may lend money through the program unless it receives a more favorable
return than that available from an investment in repurchase agreements and, to
the extent applicable, money market cash sweep arrangements. In addition, a fund
may participate in the program only if and to the extent that such participation
is consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent the Fund is actually engaged in borrowing
through the interfund lending program, the Fund, as a matter of non-fundamental
policy, may not borrow for other than temporary or emergency purposes (and not
for leveraging), except that the Fund may engage in reverse repurchase
agreements and dollar rolls for any purpose.

INVESTMENT POLICIES AND TECHNIQUES

Descriptions in this Statement of Additional Information of a particular
investment practice or technique in which a Portfolio may engage or a financial
instrument which the Portfolio may purchase are meant to describe the spectrum
of investments that Scudder Kemper Investments, Inc. (the "Adviser"), in its
discretion, might, but is not required to, use in managing a Portfolio's assets.
The Adviser may, in its discretion, at any time, employ such practice, technique
or instrument for one or more funds but not for all funds advised by it.
Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
a Portfolio, but, to the extent employed, could, from time to time, have a
material impact on the Portfolio's performance.

The Portfolios described in this Statement of Additional seek to provide maximum
current income consistent with the stability of capital. Each Portfolio is
managed to maintain a net asset value of $1.00 per share.

Each Portfolio is 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.

Neither Portfolio will 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.

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<PAGE>

Government Securities Portfolio. The Portfolio seeks to provide 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 backed by 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 are backed by the full faith and creadit of the U.S. government.
Also, as to securities supported only by the credit of the issuing agency or
instrumentality or that are backed by the full faith and credit of the U.S.
Government, 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, Fannie Mae, Government National Mortgage Association and
Export-Import Credit Bank. The foregoing list of acceptable entities is subject
to change by action of the Trust's Board of Trustees; however, the Trust 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 to provide 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 portfolio is backed by the full faith and
credit of the U.S. Government. See below for information regarding repurchase
agreements.

There can be no assurance that each Portfolio's objective can be met.

Repurchase Agreements. The Portfolio may invest in repurchase agreements. In a
repurchase agreement, the Portfolio acquires ownership of a security and
simultaneously commits to resell that security, typically to a bank or
broker-dealer. The 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, the 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. The Portfolio may enter into repurchase agreements with any
member bank of the Federal Reserve System or any domestic broker/dealer which is
recognized as a reporting Government securities dealer, if the creditworthiness
of the bank or broker/dealer has been determined by the Adviser to be at least
as high as that of other obligations the portfolio may purchase or to be at
least equal to that of issuers of commercial paper rated within the two highest
grades assigned by Moody's, S&P or Duff. Currently, the 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 by
the Adviser.

A repurchase agreement provides a means for the Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., the Portfolio) acquires a security ("Obligation") and the
seller agrees, at the time of sale, to repurchase the Obligation at a specified
time and price. Securities subject to a repurchase agreement are held in a
segregated account, and the value of such securities kept at least equal to the
repurchase price on a daily basis. The repurchase price may be higher than the
purchase price, the difference being income to the Portfolio, or the purchase
and repurchase prices may be the same, with interest at a stated rate due to the
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to the Portfolio (which is taxable) is unrelated to the
interest rate on the Obligation itself. Obligations will be held by the
custodian or in the Federal Reserve Book Entry system.

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<PAGE>

before repurchase of the Obligation under a repurchase agreement, the Portfolio
may encounter delay and incur costs before being able to sell the security.
Delays may involve loss of interest or decline in price of the Obligation. If
the court characterized the transaction as a loan and the Portfolio has not
perfected an interest in the Obligation, the Portfolio may be required to return
the Obligation to the seller's estate and be treated as an unsecured creditor of
the seller. As an unsecured creditor, the Portfolio is at risk of losing some or
all of the principal and income involved in the transaction. As with any
unsecured debt obligation purchased for the Portfolio, the Adviser seeks to
minimize the risk of loss through repurchase agreements by analyzing the
creditworthiness of the obligor, in this case the seller of the Obligation.
Apart from the risk of bankruptcy or insolvency proceedings, there is also the
risk that the seller may fail to repurchase the Obligation, in which case the
Portfolio may incur a loss if the proceeds to the Portfolio of the sale to a
third party are less than the repurchase price. However, if the market value of
the Obligation subject to the repurchase agreement becomes less than the
repurchase price (including interest), the Portfolio will direct the seller of
the Obligation to deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that the Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Variable Rate Securities. A Portfolio may invest in U.S. Government securities
having rates of interest that are adjusted periodically or which "float"
continuously according to formulae intended to minimize fluctuation in values of
the instruments ("Variable Rate Securities"). The interest rate of Variable Rate
Securities ordinarily is determined by reference to or is a percentage of an
objective standard such as a bank's prime rate, the 90-day U.S. Treasury Bill
rate, or the rate of return on commercial paper or bank certificates of deposit.
Generally, the changes in the interest rate on Variable Rate Securities reduce
the fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities ("Variable Rate Demand Securities") have a demand feature entitling
the purchaser to resell the securities at an amount approximately equal to
amortized cost or the principal amount thereof plus accrued interest. As is the
case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. Each Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows the Portfolio to consider certain of such instruments as having
maturities shorter than the maturity date on the face of the instrument.

INVESTMENT ADVISER AND SHAREHOLDER SERVICES

Investment Manager. Scudder Kemper Investments, Inc., ("Scudder Kemper" or 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 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. Responsibility for overall management
of each Portfolio rests with the Fund's Board of Trustees and officers. Pursuant
to an investment management agreement, the Adviser acts as each Portfolio'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.

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<PAGE>

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) 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 1940 Act. 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.

In certain cases the investments for the Portfolios are managed by the same
individuals who manage one or more other mutual funds advised by the Adviser
that have similar names, objectives and investment styles as the Portfolios. You
should be aware that the Portfolios are likely to differ from these other mutual
funds in size, cash flow pattern and tax matters. Accordingly, the holdings and
performance of the Portfolios can be expected to vary from those of the other
mutual funds.

On December 31, 1997, pursuant to the terms of an agreement, Scudder, Stevens &
Clark, Inc. ("Scudder"), and Zurich Insurance Company ("Zurich"), formed a new
global investment organization by combining Scudder with Zurich Kemper
Investments, Inc. ("ZKI") and Zurich Kemper Value Advisors, Inc. ("ZKVA"),
former subsidiaries of Zurich. ZKI was the former investment manager for each
Portfolio. Upon completion of the transaction, Scudder changed its name to
Scudder Kemper Investments, Inc. As a result of the transaction, Zurich owns
approximately 70% of Scudder Kemper, with the balance owned by Scudder Kemper's
officers and employees.

On September 7, 1998, the businesses of Zurich (including Zurich's 70% interest
in the Adviser) and the financial services businesses of B.A.T Industries p.l.c.
("B.A.T") were combined to form a new global insurance and financial services
company known as Zurich Financial Services Group. By way of a dual holding
company structure, former Zurich shareholders initially owned approximately 57%
of Zurich Financial Services Group, with the balance initially owned by former
B.A.T shareholders.

Upon consummation of this transaction, the Portfolios' then current investment
management agreement with the Adviser was deemed to have been assigned and,
therefore, terminated. The Board approved a new investment management agreement
(the "Agreement") with the Adviser, which is substantially identical to the
prior investment management agreement, except for the date of execution and
termination. The Agreement became effective on September 7, 1998, upon the
termination of the then current investment management agreement, and was
approved at a shareholder meeting held in December 1998.

The Agreement, dated September 7, 1998, was approved by the Trustees of the Fund
on August 11, 1998. The Agreement will continue in effect until September 30,
2000 and from year to year thereafter only if its continuance is approved
annually by the vote of a majority of those Trustees who are not parties to such
Agreement or interested persons of the Adviser or the Fund, cast in person at a
meeting called for the purpose of voting on such approval, and either by a vote
of the Fund's Trustees or of a majority of the outstanding voting securities of
the Fund. The Agreement may be terminated at any time without payment of penalty
by either party on sixty days' written notice, and automatically terminates in
the event of its assignment.

For services and facilities furnished, the Fund pays a monthly investment
management fee of 1/12 of 0.15% of average daily net assets of the Government
Securities and Treasury Portfolios. The investment management fee is computed
based on the combined average daily net assets of such 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 $560,500, $535,000 and $342,000 for
the fiscal years ended March 31, 2000, 1999 and 1998, respectively. The Fund
incurred investment management fees for the Treasury Portfolio of $0, $89,000
and $91,000 for the fiscal years ended March 31, 2000, 1999 and 1998,
respectively. By contract, the Adviser and certain affiliates have agreed to
limit operating expenses to 0.25% of average daily net assets of a Portfolio on
an annual basis until July 31, 2000. For this purpose, "Portfolio operating
expenses" do not include taxes, interest, extraordinary expenses, brokerage
commissions or transaction costs.

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<PAGE>

During the fiscal years ended March 31, 2000, 1999 and 1998, under expense
limits then in effect, the Adviser (or an affiliate) absorbed $0, $308,000 and
$294,000, respectively, of the Government Securities Portfolio's operating
expenses. During the fiscal years ended March 31, 2000, 1999 and 1998, under
expense limits then in effect, the Adviser (or an affiliate) absorbed $69,115,
$71,000 and $81,000, 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."

The Fund, or the Adviser (including any affiliate of the Adviser), or both, may
pay unaffiliated third parties for providing recordkeeping and other
administrative services with respect to accounts of participants in retirement
plans or other beneficial owners of Fund shares whose interests are held in an
omnibus account.

Fund Accounting Agent. Scudder Fund Accounting Corporation ("SFAC"), Two
International Place, Boston, Massachusetts 02110, 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 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.
("KDI" ), 222 South Riverside Plaza, Chicago, Illinois 60606, 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"), KDI bears all of its expenses of providing services pursuant to the
administrative agreement between KDI and each Portfolio, including the payment
of service fees. 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
0.10% 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 0.05% and 0.10% of average net assets of those
Fund accounts that it maintains and services. 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, 2000,
1999 and 1998, the Government Securities Portfolio incurred administrative
services fees of $364,436, $357,000 and $228,000, respectively, and the
Administrator (or the Adviser as predecessor to the Administrator) paid $0,
$174,000 and $114,000, respectively, as service fees to firms. As of March 31,
2000, $30,530 of the Government Securities Portfolio - Service Shares'
administrative service fees were unpaid. During the fiscal year ended March 31,
2000, under expense limits then in effect, the Administrator waived $274,312 of
the Government Securities Portfolio - Service Shares' administrative services
fees. During the fiscal years ended March 31, 2000, 1999 and 1998, the Treasury
Portfolio incurred administrative services fees of $46,057, $59,000 and $60,000,
respectively, and the Administrator (or the Adviser as predecessor to the
Administrator) paid $0, $30,000

6
<PAGE>

and $31,000, respectively, as service fees to firms. During the fiscal year
ended March 31, 2000, under expense limits then in effect, the Administrator
waived $26,190 of the Treasury Portfolio - Service Shares' administrative
services fees. During the fiscal years ended March 31, 2000, 1999 and 1998,
neither Portfolio paid fees to firms then affiliated with the Administrator.

Custodian, Transfer Agent and Shareholder Service Agent. State Street Bank and
Trust Company ("State Street"), 225 Franklin Street, Boston, Massachusetts
02110, as custodian, has custody of all securities and cash of the Fund. State
Street attends to the collection of principal and income, and payment for and
collection of proceeds of securities bought and sold by the Fund. Investors
Fiduciary Trust Company ("IFTC"), 801 Pennsylvania Avenue, Kansas City, Missouri
64105, is the transfer agent of the Fund. Pursuant to a services agreement with
IFTC, Kemper Service Company, an affiliate of the Adviser, serves as
"Shareholder Service Agent." IFTC receives, as transfer agent, and pays to the
Shareholder Service Agent annual account fees of a maximum of $13 per year per
account plus out-of-pocket expense reimbursement. During the fiscal year ended
March 31, 2000, KSvC received shareholder service fees for the Government
Securities Portfolio and the Treasury Portfolio of $50,545 and $6,619,
respectively, of which $18,138 and $0, respectively, were unpaid at March 31,
2000. During the fiscal year ended March 31, 1999 and 1998, IFTC remitted
shareholder service fees in the amount of $41,000 and $26,000, respectively, to
the Shareholder Service Agent for the Portfolios.

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 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
Portfolio 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. The Adviser may
place orders with a broker-dealer on the basis that the broker-dealer has or has
not sold shares of a Portfolio. 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.

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<PAGE>

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.

The Trustees 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 permissible 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

Purchase 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.

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.

8
<PAGE>

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 ACH or
Redemption Checks (see "Redemptions by Draft") 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.

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
1940 Act, 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.

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

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The Fund
or its agents may be liable for any losses, expenses or costs arising out of
fraudulent or unauthorized telephone requests pursuant to these privileges,
unless the Fund or its agents reasonably believe, based upon reasonable
verification procedures, that the telephone instructions are genuine. The
shareholder will bear the risk of loss, 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.

Financial services 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

9
<PAGE>

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, guardian and custodian account
holders, provided the trustee, executor guardian or custodian is named in the
account registration. Other institutional account holders 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 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 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.

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

10
<PAGE>

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.

DIVIDENDS, TAXES 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 or proceeds wired within five
business days after the reinvestment date described below. For dividends paid in
additional shares, dividends will be reinvested monthly in shares of the same
Portfolio normally on the first day of each month, if a business day, otherwise
on the next business day. The Fund will pay shareholders who redeem their entire
accounts all unpaid dividends at the time of redemption not later than the next
dividend payment date.

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

Dividends are paid in cash monthly and shareholders will receive monthly
confirmation of dividends and of purchase and redemption transactions.
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. Dividends will be received in cash unless the
shareholder elects to have them reinvested. If an investment is in the form of a
retirement plan, all dividends and capital gains distributions must be
reinvested into the shareholder's account.

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

11
<PAGE>

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.

If for any taxable year a Portfolio does not qualify for the special federal
income tax treatment afforded regulated investment companies, all of its taxable
income will be subject to federal income tax at regular corporate rates (without
any deduction for distributions to its shareholders). In such event, dividend
distributions would be taxable to shareholders to the extent of current
accumulated earnings and profits, and would be eligible for the dividends
received deduction, in the case of corporate shareholders.

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

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

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

Each Portfolio is required by law to withhold 31% of taxable dividends paid to
certain shareholders who do not furnish a correct taxpayer identification number
(in the case of individuals, a social security number) and in certain other
circumstances. Trustees of qualified retirement plans and 403(b)(7) accounts are
required by law to withhold 20% of the taxable portion of any distribution that
is eligible to be "rolled over." The 20% withholding requirement does not apply
to distributions from IRAs or any part of a distribution that is transferred
directly to another qualified retirement plan, 403(b)(7) account, or IRA.
Shareholders should consult their tax advisers regarding the 20% withholding
requirements.

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

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

12
<PAGE>

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

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 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 (or certain affiliates) has contractually agreed to
absorb certain operating expenses of each Portfolio to the extent specified in
the prospectus. Without this expense absorption, the performance results noted
herein for the Government Securities and Treasury Portfolios would have been
lower.

Each Portfolio's seven-day yield is computed in accordance with a standardized
method prescribed by rules of the Securities and Exchange Commission. Under that
method, the yield quotation is based on a seven-day period and is computed for
each Portfolio as follows. The first calculation is net investment income per
share, which is accrued interest on portfolio securities, plus or minus
amortized discount or premium, less accrued expenses. This number is then
divided by the price per share (expected to remain constant at $1.00) at the
beginning of the period ("base period return"). The result is then divided by 7
and multiplied by 365 and the resulting yield figure is carried to the nearest
one-hundredth of one percent. Realized capital gains or losses and unrealized
appreciation or depreciation of investments are not included in the
calculations. For the period ended March 31, 2000, the Government Securities
Portfolio's seven-day yield was 5.61% and the Treasury Portfolio's seven-day
yield was 5.57%.

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, 2000, the Government
Securities Portfolio's seven-day effective yield was 5.76% and the Treasury
Portfolio's seven-day effective yield was 5.73%.

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.

13
<PAGE>

The Fund may depict the historical performance of the securities in which the
Fund may invest over periods reflecting a variety of market or economic
conditions either alone or in comparison with alternative investments
performance indexes of those investments or economic indicators. The Fund may
also describe its portfolio holdings and depict its size or relative size
compared to other mutual funds, the number and make-up of its shareholder base
and other descriptive factors concerning the Fund.

Each Portfolio's yield will fluctuate. Shares of the Fund are not insured.

The performance of a Portfolio may be compared to that of other mutual funds
tracked by Lipper, 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. 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.

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 each Trust, their birthdates, their principal
occupations and their affiliations, if any, with the Adviser and KDI, are listed
below. All persons named as officers and trustees also serve in similar
capacities for other funds advised by the Adviser:

JOHN W. BALLANTINE (2/16/46), Trustee, 1500 North Lake Shore Drive, Chicago,
Illinois; First Chicago NBD Corporation/The First National Bank of Chicago:
1996-1998 Executive Vice President and Chief Risk Management Officer; 1995-1996
Executive Vice President and Head of International Banking; 1992-1995 Executive
Vice President, Chief Credit and Market Risk Officer.

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.

LINDA C. COUGHLIN (1/1/52), Trustee*, 345 Park Avenue, New York, New York,
Managing Director, Scudder Kemper.

DONALD L. DUNAWAY (3/8/37), Trustee, 7011 Green Tree Drive, Naples, Florida;
Retired; formerly, Executive Vice President, A. O. Smith Corporation
(diversified manufacturer).

ROBERT B. HOFFMAN (12/11/36), Trustee, 1530 North State Parkway, Chicago,
Illinois; Chairman, Harnischfeger Industries, Inc. (machinery for the mining and
paper industries); formerly, 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).

14
<PAGE>

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.

THOMAS W. LITTAUER (4/26/55), Chairman and Trustee*, Two International Place,
Boston, Massachusetts; Managing Director, Scudder Kemper; 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.

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 (Tax), U.S. Department of Justice; Director Bethlehem Steel
Corp.

WILLIAM P. SOMMERS (7/22/33), Trustee, 24717 Harbour View Drive, Ponte Vedra
Beach, Florida; Consultant and Director, SRI Consulting; prior thereto President
and Chief Executive Officer, SRI International (research and development); prior
thereto, Executive Vice President, Iameter (medical information and educational
service provider); prior thereto, Senior Vice President and Director, Booz,
Allen & Hamilton Inc. (management consulting firm); Director, PSI Inc.,
Evergreen Solar, Inc. and Litton Industries.

MARK S. CASADY (9/21/60), President*, 345 Park Avenue, New York, New York;
Managing Director, Scudder Kemper.

PHILIP J. COLLORA (11/15/45), Vice President and Secretary*, 222 South Riverside
Plaza, Chicago, Illinois; Senior Vice President, Scudder Kemper.

ANN M. McCREARY (11/6/56), Vice President*, 345 Park Avenue, New York, New York;
Managing Director, Scudder Kemper.

KATHRYN L. QUIRK (12/3/52), Vice President*, 345 Park Avenue, New York, New
York; Managing Director, Scudder Kemper.

FRANK J. RACHWALSKI, JR. (3/26/45), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Scudder Kemper.

LINDA J. WONDRACK (9/12/64), Vice President*, Two International Place, Boston,
Massachusetts; Senior Vice President, Scudder Kemper.

JOHN R. HEBBLE (6/27/58), Treasurer*, Two International Place, Boston,
Massachusetts; Senior Vice President, Scudder Kemper.

BRENDA LYONS (2/21/63), Assistant Treasurer*, Two International Place, Boston,
Massachusetts Senior Vice President, Scudder Kemper.

CAROLINE PEARSON (4/1/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Senior Vice President, Scudder Kemper; formerly,
Associate, Dechert Price & Rhoads (law firm), from 1989 to 1997.

MAUREEN E. KANE (2/14/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Vice President, Scudder Kemper; formerly, Assistant Vice
President of an unaffiliated investment management firm; prior thereto,
Associate Staff Attorney of an unaffiliated investment management firm;
Associate, Peabody & Arnold (law firm).

Unless otherwise stated, all the Trustees and officers have been associated with
their respective companies for more than five years, but not necessarily in the
same capacity.

15
<PAGE>

* 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, 2000, except that the information in the last
column is for calendar year 1999.

Total
Aggregate Compensation From
Compensation Kemper Fund Complex
Name Of Trustee From Fund Paid To Trustees(1)
--------------- --------- -------------------

John W. Ballantine(2)................ $2,400 $57,200
Lewis A. Burnham..................... $3,100 $89,300
Donald L. Dunaway(3)................. $3,300 $97,000
Robert B. Hoffman.................... $3,000 $87,800
Donald R. Jones...................... $3,100 $87,800
Shirley D. Peterson.................. $2,900 $82,800
William P. Sommers................... $2,900 $82,800

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

(1) 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 45 fund portfolios.

(2) John W. Ballantine became a Trustee on May 18, 1999.

(3) Includes deferred fees. Pursuant to deferred compensation
agreements with the Kemper Funds, deferred amounts accrue interest
monthly at a rate equal to the yield of Zurich Money Funds - Zurich
Money Market Fund. Total deferred fees (including interest thereon)
payable from the Fund to Mr. Dunaway are $12,9000.

On June 30, 2000, 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 PERCENTAGE PORTFOLIO
------------------------------------- ----------------------------------- -----------------------------------
<S> <C> <C>
National City Bank 28.17% Investors Cash Trust:
Money Market Unit Treasury Portfolio
4100 W. 150th Street
Cleveland, Ohio 44135
------------------------------------- ----------------------------------- -----------------------------------
Walker County 8.70% Investors Cash Trust:
Disbursement Account Treasury Portfolio
1100 University Avenue
Huntsville, TX 77340
------------------------------------- ----------------------------------- -----------------------------------
Angelina County General Fund 22.08% Investors Cash Trust:
P.O. Box 908 Treasury Portfolio
Lufkin, Texas 75902
------------------------------------- ----------------------------------- -----------------------------------
Erath County 17.95% Investors Cash Trust:
Erath County Courthouse Treasury Portfolio
100 Graham
Stephenville, TX 76401
------------------------------------- ----------------------------------- -----------------------------------
Palo Pinto County 5.08% Investors Cash Trust:
General Fund Treasury Portfolio

16
<PAGE>

------------------------------------- ----------------------------------- -----------------------------------
P.O. Box 75
Palo Pinto, Texas 76484
------------------------------------- ----------------------------------- -----------------------------------
Smith County 12.29% Investors Cash Trust:
General Fund Treasury Portfolio
Smith County Courthouse
Tyler, Texas 75702
------------------------------------- ----------------------------------- -----------------------------------
Matagorda County 7.45% Investors Cash Trust:
General Fund Government Securities Portfolio
1700 7th Street
Bay City, Texas 77414
------------------------------------- ----------------------------------- -----------------------------------
Montgomery County 8.75% Investors Cash Trust:
General Account Government Securities Portfolio
P.O. Box 1307
Conroe, Texas 77305
------------------------------------- ----------------------------------- -----------------------------------
Spring Branch ISD 9.47% Investors Cash Trust:
Food Service Account Government Securities Portfolio
P.O. Box 19432
Houston, Texas 77224
------------------------------------- ----------------------------------- -----------------------------------
Comal County 5.42% Investors Cash Trust:
General Fund Government Securities Portfolio
150 N. Seguin Street
New Braunfels, Texas 78130
------------------------------------- ----------------------------------- -----------------------------------
Ellis County 9.26% Investors Cash Trust:
General Fund Government Securities Portfolio
203 S. Rogers
Waxahachie, Texas 75165
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>

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
Strategic Income Fund, Kemper High Yield Series, Kemper U.S. Government
Securities Fund, Kemper International Fund, Kemper State Tax-Free Income Series,
Kemper Short-Term 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 Value Series, Inc., Kemper Value Plus Growth
Fund, Kemper Horizon Fund, Kemper New Europe Fund, Inc., Kemper Asian Growth
Fund, Kemper Aggressive Growth Fund, Kemper Global/International Series, Inc.,
Kemper U.S. Growth and Income Fund, Kemper Small Cap Relative Value Fund,
Kemper-Dreman Financial Services Fund, Kemper Value Fund, Kemper Classic Growth
Fund, Kemper Global Discovery Fund, Kemper High Yield Fund II, Kemper Equity
Trust, Kemper Income Trust, Kemper Funds Trust and Kemper Securities Trust
("Kemper Mutual Funds") and certain "Money Market Funds" (Zurich Money Funds,
Zurich Yieldwise Funds, 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"). In addition to the current
limits on exchanges of shares with a value over $1,000,000, shares of a Kemper
fund with a value of $1,000,000 or less (except Kemper Cash Reserves Fund)
acquired by exchange from another Kemper fund, or from a money market fund, may
not be exchanged thereafter until they have been owned for 15 days, if, in the
investment manager's judgement, the exchange activity may have an adverse effect
on the fund. In particular, a pattern of exchanges that coincides with a "market
timing" strategy may be disruptive to the Kemper fund and

17
<PAGE>

therefore may be subject to 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.

SHAREHOLDER RIGHTS

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 Government Securities Portfolio currently offers three classes of
shares: Service Shares, Government Cash Managed Shares and Scudder Government
Cash Institutional Shares. The Treasury Portfolio currently offers two classes
of shares: Service Shares and Premier Money Market 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 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 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,

18
<PAGE>

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.

Master/Feeder Fund Structure. The Board of Trustees may determine, without
further shareholder approval, in the future that the objectives of each
Portfolio would be achieved more effectively by investing in a master fund in a
master/feeder fund structure. A master/feeder fund structure is one in which a
fund (a "feeder fund"), instead of investing directly in a portfolio of
securities, invests all of its investment assets in a separate registered
investment company (the "master fund") with substantially the same investment
objective and policies as the feeder fund. Such a structure permits the pooling
of assets of two or more feeder funds in the master fund in an effort to achieve
possible economies of scale and efficiencies in portfolio management, while
preserving separate identities or distribution channels at the feeder fund
level. An existing investment company is able to convert to a feeder fund by
selling all of its investments, which involves brokerage and other transaction
costs and the realization of taxable

19
<PAGE>

gain or loss, or by contributing its assets to the master fund and possibly
avoiding transaction costs and, in certain circumstances, the realization of
taxable gain or loss.

20
<PAGE>
INVESTORS CASH TRUST

STATEMENT OF ADDITIONAL INFORMATION
August 1, 2000

Government Securities Portfolio

Scudder Government Cash Institutional Shares
Government Cash Managed Shares

222 South Riverside Plaza, Chicago, Illinois 60606
1-800-537-3177

This Statement of Additional Information contains information about the Scudder
Government Cash Institutional Shares ("Institutional Shares") and Government
Cash Managed Shares ("Managed Shares") (collectively the "Shares") of Government
Securities Portfolio (the "Portfolio) offered by Investors Cash Trust (the
"Trust"), an open-end diversified management investment company. This Statement
of Additional Information is not a prospectus and should be read in conjunction
with the prospectus for the Institutional and Managed Shares of the Portfolio
dated August 1, 2000. The prospectus may be obtained without charge from the
Trust at the address or telephone number on this cover or the firm from which
this Statement of Additional Information was received and is also available
along with other related materials at the SEC's Internet web site
(http://www.sec.gov). The Portfolio's Annual Report dated March 31, 2000 is
incorporated by reference into and is hereby deemed to be a part of this
Statement of Additional Information. The Portfolio's Annual Report accompanies
this Statement of Additional Information, and may be obtained without charge by
calling 1-800-537-3177.

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

TABLE OF CONTENTS

Page
----

Investment Restrictions....................................... 1

Investment Policies and Techniques............................ 2

Investment Adviser and Shareholder Services................... 4

Portfolio Transactions........................................ 7

Purchase and Redemption of Shares............................. 8

Dividends, Taxes and Net Asset Value.......................... 11

Performance................................................... 13

Officers and Trustees......................................... 15

Special Features.............................................. 18

Shareholder Rights............................................ 19

<PAGE>

INVESTMENT RESTRICTIONS

The Trust has adopted for the Portfolio certain investment restrictions which
cannot be changed for the Portfolio without approval by holders of a majority of
its outstanding voting shares. As defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), 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. Except as otherwise noted, the
Portfolio's investment objective and other policies may be changed by the
Portfolio's Board of Trustees, without a vote of shareholders.

The Portfolio has elected to be classified as a diversified open-end investment
company.

As a matter of fundamental policy, the Portfolio may not:

1. borrow money, except as permitted under the 1940 Act, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time;

2. issue senior securities, except as permitted under the 1940 Act, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time;

3. concentrate its investments in a particular industry, as that term is
used in the 1940 Act, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time;

4. engage in the business of underwriting securities issued by others,
except to the extent that the Portfolio may be deemed to be an
underwriter in connection with the disposition of portfolio securities;

5. purchase or sell real estate, which term does not include securities of
companies which deal in real estate or mortgages or investments secured
by real estate or interests therein, except that the Portfolio reserves
freedom of action to hold and to sell real estate acquired as a result
of the Portfolio's ownership of securities;

6. purchase physical commodities or contracts relating to physical
commodities; or

7. make loans, except as permitted under the 1940 Act, and as interpreted
or modified by regulatory authority having jurisdiction, from time to
time.

The following policies are non-fundamental, and may be changed or eliminated for
the Portfolio by its Board without a vote of the Portfolio's shareholders:

The Portfolio may not:

1. borrow money in an amount greater than one third of its total assets,
except for temporary or emergency purposes;

2. lend portfolio securities in an amount greater than 5% of its total
assets; or

3. invest more than 10% of net assets in illiquid securities.

INVESTMENT POLICIES AND TECHNIQUES

Descriptions in this Statement of Additional Information of a particular
investment practice or technique in which the Portfolio may engage or a
financial instrument which the Portfolio may purchase are meant to describe the
spectrum of investments that Scudder Kemper Investments, Inc. (the "Adviser" or
"Scudder Kemper"), in its discretion, might, but is not required to, use in
managing the Portfolio's assets. The Adviser may, in its discretion, at any
time, employ such practice, technique or instrument for one or more funds but
not for all funds advised by it. Furthermore, it is possible that certain types
of financial instruments or investment techniques described herein may not be
available, permissible, economically feasible or effective for their intended
purposes in all markets. Certain

<PAGE>

practices, techniques, or instruments may not be principal activities of the
Portfolio, but, to the extent employed, could, from time to time, have a
material impact on the Portfolio's performance.

The Portfolio described in this Statement of Additional seeks to provide maximum
current income consistent with the stability of capital. The Portfolio is
managed to maintain a net asset value of $1.00 per share.

The Trust is a money market mutual fund designed to provide its shareholders
with professional management of short-term investment dollars. It is designed
for investors who seek maximum current income consistent with stability of
capital. The Trust pools individual and institutional investors' money that it
uses to buy high quality money market instruments. The Trust is a series
investment company that is able to provide investors with a choice of separate
investment portfolios. It currently offers two investment Portfolios: the
Government Securities Portfolio and the Treasury Portfolio. The Government
Securities Portfolio currently offers three classes of shares: the Service
Shares, the Government Cash Managed Shares (the "Managed Shares"), and the
Scudder Government Cash Institutional Shares (the "Institutional Shares").
Institutional and Managed Shares are described herein. Because the Portfolio
combines its shareholders' money, it can buy and sell large blocks of
securities, which reduces transaction costs and maximizes yields. The Trust is
managed by investment professionals who analyze market trends to take advantage
of changing conditions and who seek to minimize risk by diversifying the
Portfolio's investments. The Portfolio's investments are subject to price
fluctuations resulting from rising or declining interest rates and is subject to
the ability of the issuers of such investments to make payment at maturity.
However, because of their short maturities, liquidity and high quality ratings,
high quality money market instruments, such as those in which the Portfolio
invests, are generally considered to be among the safest available. Thus, the
Portfolio is designed for investors who want to avoid the fluctuations of
principal commonly associated with equity or long-term bond investments. There
can be no guarantee that the Portfolio will achieve its objective or that it
will maintain a net asset value of $1.00 per share.

Government Securities Portfolio. The Portfolio seeks to provide 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 backed by 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 are backed by the full faith and credit of the U.S. government. Also,
as to securities supported only by the credit of the issuing agency or
instrumentality or that are backed by the full faith and credit of the U.S.
Government, 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, Fannie Mae, Government National Mortgage Association and
Export-Import Credit Bank. The foregoing list of acceptable entities is subject
to change by action of the Trust's Board of Trustees; however, the Trust 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.

There can be no assurance that the Portfolio's objective can be met.

Code of Ethics. The Fund, the Adviser and principal underwriter have each
adopted codes of ethics under rule 17j-1 of the Investment Company Act. Board
members, officers of the Fund and employees of the Adviser and principal
underwriter are permitted to make personal securities transactions, including
transactions in securities that may be purchased or held by the Fund, subject to
requirements and restrictions set forth in the applicable Code of Ethics. The
Adviser's Code of Ethics contains provisions and requirements designed to
identify and address certain conflicts of interest between personal investment
activities and the interests of the Fund. Among other things, the Adviser's Code
of Ethics prohibits certain types of transactions absent prior approval, imposes
time periods during which personal transactions may not be made in certain
securities, and requires the submission of duplicate broker confirmations and
quarterly reporting of securities transactions. Additional restrictions apply to
portfolio managers, traders, research analysts and others involved in the
investment advisory process. Exceptions to these and other provisions of the
Adviser's Code of Ethics may be granted in particular circumstances after review
by appropriate personnel.

2
<PAGE>

Interfund Borrowing and Lending Program. The Portfolio has received exemptive
relief from the SEC which permits the Fund to participate in an interfund
lending program among certain investment companies advised by the Adviser. The
interfund lending program allows the participating funds to borrow money from
and loan money to each other for temporary or emergency purposes. The program is
subject to a number of conditions designed to ensure fair and equitable
treatment of all participating funds, including the following: (1) no fund may
borrow money through the program unless it receives a more favorable interest
rate than a rate approximating the lowest interest rate at which bank loans
would be available to any of the participating funds under a loan agreement; and
(2) no fund may lend money through the program unless it receives a more
favorable return than that available from an investment in repurchase agreements
and, to the extent applicable, money market cash sweep arrangements. In
addition, a fund may participate in the program only if and to the extent that
such participation is consistent with the fund's investment objectives and
policies (for instance, money market funds would normally participate only as
lenders and tax exempt funds only as borrowers). Interfund loans and borrowings
may extend overnight, but could have a maximum duration of seven days. Loans may
be called on one day's notice. A fund may have to borrow from a bank at a higher
interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity or
additional costs. The program is subject to the oversight and periodic review of
the Boards of the participating funds. To the extent the Portfolio is actually
engaged in borrowing through the interfund lending program, the Portfolio, as a
matter of non-fundamental policy, may not borrow for other than temporary or
emergency purposes (and not for leveraging), except that the Fund may engage in
reverse repurchase agreements and dollar rolls for any purpose.

It is not clear whether a court would consider the Obligation purchased by the
Portfolio subject to a repurchase agreement as being owned by the Portfolio or
as being collateral for a loan by the Portfolio to the seller. In the event of
the commencement of bankruptcy or insolvency proceedings with respect to the
seller of the Obligation before repurchase of the Obligation under a repurchase
agreement, the Portfolio may encounter delay and incur costs before being able
to sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and the
Portfolio has not perfected an interest in the Obligation, the Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, the Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for the Portfolio,
the Adviser seeks to minimize the

3
<PAGE>

risk of loss through repurchase agreements by analyzing the creditworthiness of
the obligor, in this case the seller of the Obligation. Apart from the risk of
bankruptcy or insolvency proceedings, there is also the risk that the seller may
fail to repurchase the Obligation, in which case the Portfolio may incur a loss
if the proceeds to the Portfolio of the sale to a third party are less than the
repurchase price. However, if the market value of the Obligation subject to the
repurchase agreement becomes less than the repurchase price (including
interest), the Portfolio will direct the seller of the Obligation to deliver
additional securities so that the market value of all securities subject to the
repurchase agreement will equal or exceed the repurchase price. It is possible
that the Portfolio will be unsuccessful in seeking to enforce the seller's
contractual obligation to deliver additional securities.

Illiquid Securities. The Portfolio will not purchase illiquid securities
including repurchase agreements maturing in more than seven days if, as a result
thereof, more than 10% of the Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

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

Investment Adviser. Scudder Kemper Investments, Inc. (the "Adviser" or "Scudder
Kemper"), 345 Park Avenue, New York, New York, is the Portfolio's investment
adviser. The Adviser is approximately 70% owned by 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. The balance of Scudder Kemper is owned by
Scudder Kemper's officers and employees. Responsibility for overall management
of the Portfolio rests with the Trust's Board of Trustees and officers. Pursuant
to an investment management agreement, the Adviser acts as the Portfolio'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 Trust if elected to such positions.
The Trust 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 Trust and its shares for distribution under
federal and state securities laws and membership dues in the Investment Company
Institute or any similar organization. The Trust's expenses generally are
allocated between the Portfolios of the Trust 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 investment management agreement provides that the Adviser shall not be
liable for any error of judgment or of law, or for any loss suffered by the
Trust 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.

In certain cases the investments for the Portfolio are managed by the same
individuals who manage one or more other mutual funds advised by the Adviser
that have similar names, objectives and investment styles as the Portfolio.

4
<PAGE>

You should be aware that the Portfolio is likely to differ from these other
mutual funds in size, cash flow pattern and tax matters. Accordingly, the
holdings and performance of the Portfolio can be expected to vary from those of
the other mutual funds.

The investment management agreement continues in effect from year to year for
the Portfolio 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
Trust, cast in person at a meeting called for such purpose, and (b) the
shareholders of the Portfolio or the Board of Trustees. If continuation is not
approved for the 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 1940 Act. It may be terminated at
any time upon 60 days' notice by either party, or by a majority vote of the
outstanding shares of the Portfolio with respect to that Portfolio, and will
terminate automatically upon assignment. Additional Portfolios may be subject to
different agreements.

At December 31, 1997, pursuant to the terms of an agreement, Scudder, Stevens &
Clark, Inc. ("Scudder"), and Zurich Insurance Company ("Zurich"), formed a new
global organization by combining Scudder with Zurich Kemper Investments, Inc.
("ZKI"), a former subsidiary of Zurich and the former investment manager to the
Portfolio and Scudder changed its name to Scudder Kemper Investments, Inc.

Upon consummation of this transaction, the Portfolio's then current investment
management agreement with the Adviser was deemed to have been assigned and,
therefore, terminated. The Board approved a new investment management agreement
(the "Agreement") with the Adviser, which is substantially identical to the
prior investment management agreement, except for the dates of execution and
termination. The Agreement became effective on September 7, 1998 upon the
termination of the then current investment management agreement, and was
approved at a shareholder meeting held in December 1998.

For services and facilities furnished, the Trust pays a monthly investment
management fee of 1/12 of 0.15% of average daily net assets of the Government
Securities Portfolio and Treasury Portfolio (a separate portfolio of the Trust).
The investment management fee is computed based on the combined average daily
net assets of the Portfolios and allocated between the Portfolios based upon the
relative net assets of each. Pursuant to the investment management agreement,
the Trust incurred investment management fees for the Government Securities
Portfolio of $560,500, $535,000 and $342,000 for the fiscal years ended March
31, 2000, 1999 and 1998, respectively. For this purpose, "Portfolio operating
expenses" do not include taxes, interest, extraordinary expenses, brokerage
commissions or transaction costs. During the fiscal years ended March 31, 1999
and 1998, under expense limits then in effect, the Adviser (or an affiliate)
absorbed $308,000 and $294,000, respectively, of the Portfolio's operating
expenses. From time to time Scudder Kemper may voluntarily waive a portion of
its fee.

Certain trustees or officers of the Trust 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"), Two
International Place, Boston, Massachusetts 02110, a subsidiary of the Adviser,
is responsible for determining the daily net asset value per share of the
Portfolio and maintaining all accounting records related thereto. Currently,
SFAC receives no fee for its services to the Portfolio; however, subject to
Board approval, at some time in the future, SFAC may seek payment for its
services under this agreement.

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Distributor and Administrator. Pursuant to an underwriting and distribution
agreement ("distribution agreement"), Kemper Distributors, Inc. ("KDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Adviser,
serves as distributor and principal underwriter for the Trust to provide
information and services for existing and potential shareholders. The
distribution agreement provides that KDI shall appoint various firms to provide
cash management services for their customers or clients through the Trust.

As principal underwriter for the Trust, KDI acts as agent of the Trust in the
sale of its shares of the Portfolio. KDI pays all its expenses under the
distribution agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
KDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. KDI also pays for
supplementary sales literature and advertising costs. KDI has related selling
group agreements with various firms to provide distribution services for
Portfolio shareholders. KDI receives no compensation from the Trust as principal
underwriter for the Shares and pays all expenses of distribution of the Shares
not otherwise paid by dealers and other financial services firms. KDI may, from
time to time, pay or allow discounts, commissions or promotional incentives, in
the form of cash, to firms that sell Shares of the Portfolio.

The distribution agreement continues in effect from year to year so long as such
continuance is approved at least annually by a vote of the Board of Trustees of
the Trust, including the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the agreement. The
distribution agreement automatically terminates in the event of its assignment
and may be terminated at any time without penalty by the Trust or by KDI upon 60
days' written notice. Termination of the distribution agreement by the Trust may
be by vote of a majority of the Board of Trustees, or a majority of the Trustees
who are not interested persons of the Trust and who have no direct or indirect
financial interest in the agreement, or a "majority of the outstanding voting
securities" of the Trust as defined under the 1940 Act.

Administrative services are provided to the Managed Shares of the Portfolio
under an administration services agreement ("administration agreement") with
KDI. KDI bears all its expenses of providing services pursuant to the
administration agreement between KDI and the Managed Shares of the Portfolio,
including the payment of service fees. Managed Shares of the Portfolio currently
pay KDI an administrative services fee, payable monthly, at an annual rate of up
to 0.15% of average daily net assets attributable to those shares of the
Portfolio. In the discretion of the Board of Trustees of the Trust, the
administrative services fee may be increased to a maximum of 0.25% of average
daily net assets.

During the fiscal year ended April 30, 2000, the Managed Shares of the Portfolio
paid distribution services fees of $17,760. Of such amount, KDI remitted
pursuant to related services agreements $___ as services fees to firms. In
addition to the discounts or commissions described above, KDI will, from time to
time, pay or allow additional discounts, commissions or promotional incentives,
in the form of cash or other compensation, to firms that sell shares of the
Trust.

KDI has entered into related arrangements with various banks, broker-dealer
firms and other service or administrative firms ("firms") that provide services
and facilities for their customers or clients who are investors in Managed
Shares of the Portfolio. The firms provide such office space and equipment,
telephone facilities and personnel as is necessary or beneficial for providing
information and services to their clients. Such services and assistance may
include, but are not limited to, establishing and maintaining accounts and
records, processing purchase and redemption transactions, answering routine
inquiries regarding the Portfolio, assistance to clients in changing dividend
and investment options, account designations and addresses and such other
administrative services as may be agreed upon from time to time and permitted by
applicable statute, rule or regulation. Currently, KDI pays each firm a service
fee, normally payable monthly, at an annual rate of up to 0.15% of the average
daily net assets in the Portfolio's Managed Shares accounts that it maintains
and services. Firms to which service fees may be paid may include affiliates of
KDI.

In addition, KDI may from time to time, from its own resources, pay certain
firms additional amounts for ongoing administrative services and assistance
provided to their customers and clients who are shareholders of the Managed
Shares of the Portfolio.

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KDI also may provide some of the above services and may retain any portion of
the fee under the administration agreement not paid to firms to compensate
itself for administrative functions performed for the Managed Shares of the
Portfolio.

Custodian, Transfer Agent and Shareholder Service Agent. State Street Bank and
Trust Company ("State Street"), 225 Franklin Street, Boston, Massachusetts
02110, as custodian, has custody of all securities and cash of the Trust. State
Street attends to the collection of principal and income, and payment for and
collection of proceeds of securities bought and sold by the Portfolio. Investors
Fiduciary Trust Company ("IFTC"), 801 Pennsylvania Avenue, Kansas City, Missouri
64105, is the transfer agent of the Trust. Pursuant to a services agreement with
IFTC, Kemper Service Company ("KSvC"), an affiliate of the Adviser, serves as
"Shareholder Service Agent." IFTC receives, as transfer agent, and pays to the
Shareholder Service Agent annual account fees of a maximum of $13 per year per
account plus out-of-pocket expense reimbursement. During the fiscal year ended
March 31, 2000, 1999 and 1998, IFTC remitted shareholder service fees in the
amount of $50,545 (of which $18,138 was unpaid at March 31, 2000), $41,000 and
$26,000, respectively, to the Shareholder Service Agent with respect to services
provided to the Portfolio.

Firms provide varying arrangements for their clients with respect to the
purchase and redemption of Portfolio 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 below. 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 Portfolio shares in
nominee or street name as agent for and on behalf of their clients. In such
instances, the Trust'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 Managed and
Institutional Shares of the Portfolio 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 and this Statement
of Additional Information should be read in connection with such firm's material
regarding its fees and services.

Independent Auditors and Reports To Shareholders. The Trust's independent
auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606,
audit and report on the Trust's annual financial statements, review certain
regulatory reports and the Trust's federal income tax return, and perform other
professional accounting, auditing, tax and advisory services when engaged to do
so by the Trust. 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 Trust.

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 the 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 the familiarity of
Scudder Investor Services, Inc. ("SIS") with commissions charged on comparable
transactions, as well as by comparing commissions paid by the Portfolio to
reported commissions paid by others. The Adviser routinely reviews commission
rates, execution and settlement services performed and makes internal and
external comparisons.

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The Portfolio's purchases and sales of fixed-income securities are generally
placed by the Adviser with primary market makers for these securities on a net
basis, without any brokerage commission being paid by the Portfolio. Trading
does, however, involve transaction costs. Transactions with dealers serving as
primary market makers reflect the spread between the bid and asked prices.
Purchases of underwritten issues may be made, which will include an underwriting
fee paid to the underwriter.

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 brokerage and research services to the Adviser or the
Portfolio. The term "research services" 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, if applicable, for
the Portfolio to pay a brokerage commission in excess of that which another
broker might charge for executing the same transaction on account of execution
services and the receipt of research services. The Adviser has negotiated
arrangements, which are not applicable to most fixed-income transactions, with
certain broker/dealers pursuant to which a broker/dealer will provide research
services to the Adviser or the Portfolio in exchange for the direction by the
Adviser of brokerage transactions to the broker/dealer. These arrangements
regarding receipt of research services generally apply to equity security
transactions. The Adviser may place orders with a broker/dealer on the basis
that the broker/dealer has or has not sold shares of the Portfolio. 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.

To the maximum extent feasible, it is expected that the Adviser will place
orders for portfolio transactions through SIS, which is a corporation registered
as a broker/dealer and a subsidiary of the Adviser; SIS will place orders on
behalf of the Portfolio with issuers, underwriters or other brokers and dealers.
SIS will not receive any commission, fee or other remuneration from the
Portfolio for this service.

Although certain research services from broker/dealers may be useful to a
Portfolio and to the Adviser, it is the opinion of the Adviser that such
information only supplements the Adviser's 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 a Portfolio, and not all such information is used by the
Adviser in connection with a Portfolio. 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
Portfolio.

The Trustees review, from time to time, whether the recapture for the benefit of
the Portfolio of some portion of the brokerage commissions or similar fees paid
by the Portfolio on portfolio transactions is legally permissible and advisable.

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 a Portfolio for such purchases. During the
last three fiscal years each Portfolio 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

Purchase of Shares

Shares of the Portfolio are sold at net asset value next determined after an
order and payment are received in the form described in the prospectus.
Investors must indicate the class of shares in the Portfolio in which they wish
to invest. The Portfolio has established a minimum initial investment for the
Managed Shares of $100,000 and $1,000 ($100 for IRAs and $50 for automatic
investment plans) for each subsequent investment. The minimal initial investment
for the Institutional Shares is $1,000,000. There is no minimum for each
subsequent investment of the Institutional Shares. These minimums may be changed
at anytime in management's discretion. Firms offering Portfolio shares may set
higher minimums for accounts they service and may change such minimums at their

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discretion. The Trust may waive the minimum for purchases by trustees,
directors, officers or employees of the Trust or the Adviser and its affiliates.
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
Portfolio 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 Portfolio seeks to remain as fully invested as possible at all times in
order to achieve maximum income. Since the 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
Portfolio has adopted procedures for the convenience of its shareholders and to
ensure that the Portfolio receives investable funds. An investor wishing to open
an account should use the Account Information Form available from the Trust 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 Portfolio 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.

Orders for purchase of Managed Shares and Institutional Shares of the 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 4:00 p.m. Eastern time net asset
value determination for the Portfolio.

The Portfolio, Shareholder Servicing Agent and Cash Products Group each reserves
the right to reject any purchase order. The Portfolio will accept purchase
orders after 4:00 p.m. eastern time and before 5:00 p.m. eastern time, but will
reject certain purchase orders after 2:00 p.m. Eastern time. Orders received
between 2:00 p.m. and 4:00 p.m. eastern time will be accepted from existing
Portfolio shareholders only. In addition, purchase orders received after 2:00
p.m. may be rejected based upon maximum limits set by the Portfolio as to
purchases from a single investor and as to the aggregate amount of purchases
accepted after 2:00 p.m. on a given day.

Orders for purchase accompanied by a check or other negotiable bank draft will
be accepted and effected as of 4:00 p.m. Eastern time on the next business day
following receipt and such Shares will receive the dividend for the next
calendar day following the day 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.

If payment is wired in Federal Funds, the payment should be directed to UMB
Bank, N.A. (ABA #101-000-695), 10th and Grand Avenue, Kansas City, MO 64106 for
credit to appropriate Portfolio bank account (144:98-0120-0321-1 for the
Institutional Shares and 244:98-0120-0321-1 for the Managed Shares) and further
credit to your account number.

Redemption of Shares

General. Upon receipt by the Shareholder Service Agent of a request in the form
described below, shares of the Portfolio will be redeemed by the Portfolio at
the next determined net asset value. If processed or prior to 4:00 p.m. Eastern
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 the Portfolio will receive the net asset value of such
shares and all declared but unpaid dividends on such shares.

The Portfolio 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 the Portfolio's
investments is not reasonably practicable, or (ii) it is not reasonably
practicable for the Portfolio 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 Portfolio's shareholders.

Although it is the Portfolio'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 Portfolio will
pay the redemption price 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

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<PAGE>

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 Trust has elected to be
governed by Rule 18f-1 under the 1940 Act, pursuant to which the Trust is
obligated to redeem shares of the 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.

If shares of the Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (see "Redemptions by Draft") until the shares being
redeemed have been owned for at least 10 days and shareholders may not use such
procedures to redeem shares held in certificated form. There is no delay when
shares being redeemed were purchased by wiring Federal Funds.

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

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The
Portfolio 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 Portfolio or its agents reasonably believe, based upon
reasonable verification procedures, that the telephone instructions are genuine.
The shareholder will bear the risk of 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 Portfolio reserves
the right to redeem an account that falls below the minimum investment level.
Thus, a shareholder that 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
Portfolio redeems the shareholder account.

Financial services firms provide varying arrangements for their clients to
redeem Portfolio 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 Portfolio's transfer agent, the shareholder may redeem them by sending a
written request with signatures guaranteed (if applicable) 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.

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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 1-800-537-3177. 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 Portfolio reserves the right to terminate or modify this privilege at any
time.

Expedited Wire Transfer Redemptions. If the account holder has given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares can be redeemed and proceeds sent by a federal wire
transfer to a single previously designated account. Requests received by the
Shareholder Service Agent prior to 2:00 p.m. Eastern 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 1-800-337-3177 or in writing, subject to the
limitations on liability described under "General" above. The Portfolio is not
responsible for the efficiency of the federal wire system or the account
holder's financial services firm or bank. The Portfolio 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 contact the firm through which
shares of the Portfolio 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 Portfolio reserves the
right to terminate or modify this privilege at any time.

Redemptions By Draft. (Managed Shares Only) Upon request, shareholders will be
provided with drafts to be drawn on Portfolio ("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 $1,000. If the check is less than $1,000 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 Portfolio 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 Portfolio 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 Portfolio
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
Portfolio. 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
Portfolio.

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 Portfolio's books for at
least 10 days. Shareholders may not use this procedure to redeem shares held in
certificate form. The Portfolio reserves the right to terminate or modify this
privilege at any time.

The Portfolio 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 Portfolio shares in excess of the value of the Portfolio account or in
an amount less than $1,000; 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.

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Special Features. Certain firms that offer Shares of the Portfolio also provide
special redemption features through charge or debit cards and checks that redeem
Portfolio Shares. Various firms have different charges for their services.
Shareholders should obtain information from their firm with respect to any
special redemption features, applicable charges, minimum balance requirements
and special rules of the cash management program being offered.

Internet access

World Wide Web Site The address of the Kemper site is http://www.kemper.com. The
site offers guidance on global investing and developing strategies to help meet
financial goals and provides access to the Kemper investor relations department
via e-mail. The site also enables users to access or view fund prospectuses and
profiles with links between summary information in Profiles and details in the
Prospectus. Users can fill out new account forms on-line, order free software,
and request literature on funds.

DIVIDENDS, TAXES AND NET ASSET VALUE

Dividends. Dividends are declared daily and paid monthly. Shareholders will
receive dividends in additional shares unless they elect to receive cash.
Dividends will be reinvested monthly in shares of the Portfolio at the net asset
value normally on the last calendar of each month if a business day, otherwise
on the next business day. The Portfolio will pay shareholders who redeem their
entire accounts all unpaid dividends at the time of the redemption not later
than the next dividend payment date. Upon written request to the Shareholder
Service Agent, a shareholder may elect to have Portfolio dividends invested
without sales charge in shares of another Kemper Mutual Fund offering this
privilege at the net asset value of such other fund. See "Special Features --
Exchange Privilege" for a list of such other Kemper Mutual Funds. To use this
privilege of investing Portfolio dividends in shares of another Kemper Mutual
Fund, shareholders must maintain a minimum account value of $100,000 and
$1,000,000 for the Managed and Institutional shares of this Portfolio,
respectively, and also must maintain a minimum account value of $100,000 and
1,000,000 in the corresponding shares of the fund in which dividends are
reinvested.

The Portfolio calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of the Portfolio consists of (a)
accrued interest income plus or minus amortized discount or premium, excluding
market discount for the Portfolio, (b) plus or minus all short-term realized
gains and losses on investments and (c) minus accrued expenses allocated to the
Portfolio. Expenses of the Portfolio are accrued each day. While the 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 the 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 reinvested monthly and
shareholders will receive monthly confirmations of dividends and of purchase and
redemption transactions except that confirmations of dividend reinvestment for
Individual Retirement Accounts and other fiduciary accounts for which Investors
Fiduciary Trust Company acts as trustee will be sent quarterly.

If the shareholder elects to 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"). The
Portfolio reinvests dividend checks (and future dividends) in shares of the
Portfolio 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 Portfolio unless the shareholder requests that such
policy not be applied to the shareholder's account.

Taxes. The 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 the Portfolio do not qualify for the dividends
received deduction available to corporate shareholders.

If for any taxable year the Portfolio does not qualify for the special federal
income tax treatment afforded regulated investment companies, all of its taxable
income will be subject to federal income tax at regular corporate rates (without
any deduction for distributions to its shareholders). In such event, dividend
distributions would be taxable

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to shareholders to the extent of current accumulated earnings and profits, and
would be eligible for the dividends received deduction, in the case of 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 Portfolio 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.

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 Portfolio 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.

The 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
requirement.

Net Asset Value. As described in the prospectus, the 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 the Portfolio would receive if it sold the
instrument. Calculations are made to compare the value of the 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 the Portfolio's $1.00 per share net asset value, or if there were any
other deviation which the Board of Trustees of the Trust 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 the
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 Trust 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 the 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 Trust
might supplement dividends in an effort to maintain the net asset value at $1.00
per share. Redemption orders received in connection with the administration of
checkwriting programs by certain dealers or other financial

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services firms prior to the determination of the Portfolio's net asset value
also may be processed on a confirmed basis in accordance with procedures
established by KDI.

PERFORMANCE

From time to time, the Portfolio may advertise several types of performance
information for the Portfolio, including "yield" and "effective yield." Each of
these figures is based upon historical earnings and is not representative of the
future performance of the Portfolio. The yield of the 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 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
the Portfolio as follows. The first calculation is net investment income per
share, which is accrued interest on portfolio securities, plus or minus
amortized discount or premium, less accrued expenses. This number is then
divided by the price per share (expected to remain constant at $1.00) at the
beginning of the period ("base period return"). The result is then divided by 7
and multiplied by 365 and the resulting yield figure is carried to the nearest
one-hundredth of one percent. Realized capital gains or losses and unrealized
appreciation or depreciation of investments are not included in the
calculations.

For the period ended March 31, 2000, the Institutional Shares' seven day yield
was 5.75% and the Managed Shares' seven day yield was 5.44%.

The 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. The 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, 2000, Institutional Shares' effective seven-day
yield was 5.92%, and the Managed Shares' effective seven-day yield was 5.61%.

The Portfolio's yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in the 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 the 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 the Portfolio with that of its competitors.
Past performance cannot be a guarantee of future results.

The Portfolio may depict the historical performance of the securities in which
the Portfolio 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 Portfolio
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 Portfolio.

The performance of the Portfolio may be compared to that of other mutual funds
tracked by Lipper, Inc. ("Lipper"). Lipper performance calculations include the
reinvestment of all capital gain and income dividends for the periods covered by
the calculations. The 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. In addition, investors may
want to compare the Portfolio's

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

Investors also may want to compare the 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. The Portfolio's yield will
fluctuate. Also, while the 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

LINDA C. COUGHLIN (1/1/52), Trustee*, 345 Park Avenue, New York, New York,
Managing Director, Scudder Kemper.

DONALD L. DUNAWAY (3/8/37), Trustee, 7011 Green Tree Drive, Naples, Florida;
Retired; formerly, Executive Vice President, A. O. Smith Corporation
(diversified manufacturer).

SHIRLEY D. PETERSON (9/3/41), Trustee, 401 Rosemont Avenue, Frederick, Maryland;
formerly, President, Hood College; formerly, partner, Steptoe & Johnson
(attorneys); prior thereto, Commissioner, Internal Revenue Service; prior
thereto, Assistant Attorney General (Tax), U.S. Department of Justice; Director
Bethlehem Steel Corp.