<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997
1933 ACT REGISTRATION NO. 33-34819
1940 ACT REGISTRATION NO. 811-6108
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------
FORM N-1A
<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. _ [ ]
Post-Effective Amendment No. 10 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 11 [X]
</TABLE>
(Check appropriate box or boxes)
------------------
INVESTORS MUNICIPAL CASH FUND
(Formerly named "Tax-Exempt New York Money Market Fund")
(Exact name of Registrant as Specified in Charter)
<TABLE>
<S> <C>
222 South Riverside Plaza, Chicago, Illinois 60606
(Address of Principal Executive Office) (Zip Code)
</TABLE>
Registrant's Telephone Number, including Area Code: (312) 537-7000
<TABLE>
<S> <C>
Philip J. Collora, Vice President and Secretary With a copy to:
Investors Municipal Cash Fund Cathy G. O'Kelly
222 South Riverside Plaza David A. Sturms
Chicago, Illinois 60606 Vedder, Price, Kaufman & Kammholz
(Name and Address of Agent for Service) 222 North LaSalle Street
Chicago, Illinois 60601
</TABLE>
It is proposed that this filing will become effective (check appropriate
box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[X] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
================================================================================
<PAGE> 2
INVESTORS MUNICIPAL CASH FUND
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART A
OF FORM N-1A AND PROSPECTUS
<TABLE>
<CAPTION>
ITEM NUMBER
OF FORM N-1A LOCATION IN PROSPECTUS
------------ ----------------------
<S> <C> <C>
1. Cover Page............................... Cover Page
2. Synopsis................................. Summary; Summary of Expenses
3. Condensed Financial Information.......... Financial Highlights; Performance
4. General Description of Registrant........ Capital Structure; Investment Objectives,
Policies and Risk Factors; Municipal Securities and
Investment Techniques
5. Management of the Fund................... Summary; Investment Manager and Shareholder Services
5A. Management's Discussion of
Fund Performance......................... Inapplicable
6. Capital Stock and Other Securities....... Summary; Investment Objectives, Policies and Risk
Factors; Dividends and Taxes; Purchase of Shares;
Capital Structure
7. Purchase of Securities Being Offered..... Summary; Purchase of Shares; Investment Manager and
Shareholder Services; Net Asset Value; Special
Features
8. Redemption or Repurchase................. Summary; Redemption of Shares
9. Pending Legal Proceedings................ Inapplicable
</TABLE>
<PAGE> 3
INVESTORS MUNICIPAL CASH FUND
222 South Riverside Plaza
Chicago, Illinois 60606
TABLE OF CONTENTS
- ---------------------------------------------------------
<TABLE>
<S> <C>
Summary 1
- ------------------------------------------------
Summary of Expenses 2
- ------------------------------------------------
Financial Highlights 3
- ------------------------------------------------
Investment Objectives, Policies and Risk
Factors 6
- ------------------------------------------------
Municipal Securities and Investment
Techniques 10
- ------------------------------------------------
Net Asset Value 12
- ------------------------------------------------
Purchase of Shares 13
- ------------------------------------------------
Redemption of Shares 14
- ------------------------------------------------
Special Features 16
- ------------------------------------------------
Dividends and Taxes 16
- ------------------------------------------------
Investment Manager and Shareholder Services 19
- ------------------------------------------------
Performance 20
- ------------------------------------------------
Capital Structure 21
- ------------------------------------------------
</TABLE>
This Prospectus contains information about each Fund that a prospective investor
should know before investing and should be retained for future reference. A
Statement of Additional Information dated March 3, 1998, has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. It
is available upon request without charge from the Trust at the address or
telephone number on this cover or the firm from which this prospectus was
received.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
INVESTORS
MUNICIPAL
CASH FUND
PROSPECTUS March 3, 1998
INVESTORS MUNICIPAL CASH FUND
222 South Riverside Plaza, Chicago, Illinois 60606 1-800-231-8568.
Investors Municipal Cash Fund is an open-end, non-diversified management
investment company ("Trust") that offers a choice of five investment portfolios
("Funds") to investors seeking, to the extent consistent with stability of
capital, maximum current income that is exempt from federal income taxes and, in
the case of certain Funds, the income taxes of a particular state:
Investors Florida Municipal Cash Fund
Investors Michigan Municipal Cash Fund
Investors New Jersey Municipal Cash Fund
Investors Pennsylvania Municipal Cash Fund
Tax-Exempt New York Money Market Fund
Each Fund is available in the named state and selected other states specified
under "Purchase of Shares -- Other Information."
AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY AND IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. THERE CAN BE NO ASSURANCE THAT A FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE. A FUND MAY INVEST A
SIGNIFICANT PERCENTAGE OF ITS ASSETS IN THE SECURITIES OF A SINGLE ISSUER, AND
THEREFORE, AN INVESTMENT IN A FUND MAY BE SUBJECT TO MORE RISK THAN AN
INVESTMENT IN OTHER TYPES OF MONEY MARKET FUNDS.
<PAGE> 4
INVESTORS MUNICIPAL CASH FUND
222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606, TELEPHONE 1-800-231-8568
SUMMARY
INVESTMENT OBJECTIVES. Investors Municipal Cash Fund (the "Trust") is
registered as an open-end, non-diversified management investment company that
offers a choice of five investment portfolios ("Funds"). However, each Fund must
meet the diversification requirements of Rule 2a-7 under the Investment Company
Act of 1940.
Each Fund seeks to provide, to the extent consistent with stability of capital,
maximum current income that is exempt from federal income taxes and, in the case
of certain Funds, the income taxes of a particular state.
INVESTORS FLORIDA MUNICIPAL CASH FUND ("Florida Fund") seeks maximum current
income that is exempt from federal income taxes to the extent consistent with
stability of capital.
INVESTORS MICHIGAN MUNICIPAL CASH FUND ("Michigan Fund") seeks maximum current
income that is exempt from federal and Michigan income taxes to the extent
consistent with stability of capital.
INVESTORS NEW JERSEY MUNICIPAL CASH FUND ("New Jersey Fund") seeks maximum
current income that is exempt from federal and New Jersey income taxes to the
extent consistent with stability of capital.
INVESTORS PENNSYLVANIA MUNICIPAL CASH FUND ("Pennsylvania Fund") seeks maximum
current income that is exempt from federal and Pennsylvania income taxes to the
extent consistent with stability of capital.
TAX-EXEMPT NEW YORK MONEY MARKET FUND ("New York Fund") seeks maximum current
income that is exempt from federal, New York State and New York City income
taxes to the extent consistent with stability of capital.
Since each Fund is concentrated in securities issued by a state or entities
within a state and may invest a significant percentage of its assets in the
securities of a single issuer, an investment in a Fund may be subject to more
risk than an investment in other types of money market funds. Each Fund seeks to
maintain a net asset value of $1.00 per share. There is no assurance that the
objective of a Fund will be achieved or that a Fund will be able to maintain a
net asset value of $1.00 per share. See "Investment Objectives, Policies and
Risk Factors."
INVESTMENT MANAGER AND SHAREHOLDER SERVICES. Scudder Kemper Investments, Inc.
("Scudder Kemper") is the investment manager for each Fund and provides the
Funds with continuous professional investment supervision. Scudder Kemper is
paid a monthly investment management fee, on a graduated basis of 1/12 of the
following annual fee .22% of the first $500 million of combined average daily
net assets of all Funds, .20% of the next $500 million, .175% of the next $1
billion, .16% of the next $1 billion and .15% of combined average daily net
assets over $3 billion of all Funds. Kemper Distributors, Inc. ("KDI"), an
affiliate of Scudder Kemper, is the primary administrator, distributor and
principal underwriter of the Funds and, as such, provides information and
services for existing and potential shareholders and acts as agent of each Fund
in the sale of its shares. KDI receives a distribution services fee, payable
monthly, at an annual rate of .50% of average daily net assets of each Fund. As
distributor, KDI normally pays financial services firms that provide cash
management and other services for their customers at a maximum annual rate of
.50% of average daily net assets of those accounts that they maintain and
service. See "Investment Manager and Shareholder Services."
INVESTORS IN A FUND. Each Fund is designed for persons who are seeking, to the
extent consistent with stability of capital, maximum current income exempt from
federal income taxes and, in the case of certain Funds, from income taxes of a
particular state. Through a single investment in shares of a Fund, investors
receive the benefits of professional management and liquidity. Additionally,
each Fund offers the economic advantages of block
1
<PAGE> 5
purchases of securities and relief from administrative details such as
accounting for distributions and the safekeeping of securities. The tax
exemption of Fund dividends for federal income tax and, if applicable,
particular state or local tax purposes does not necessarily result in exemption
under the income or other tax laws of any other state or local taxing authority.
The laws of the several states and local taxing authorities vary with respect to
the taxation of interest income and investments, and shareholders are advised to
consult their own tax advisers as to the status of their accounts under state
and local tax laws. See "Dividends and Taxes."
PURCHASES AND REDEMPTIONS. Shares of a Fund are available at net asset value
through selected financial services firms. The minimum initial investment is
$1,000 and the minimum subsequent investment is $100. See "Purchase of Shares."
Shares may be redeemed at the net asset value next determined after receipt by
the Trust's Shareholder Service Agent of a request to redeem in proper form.
Shares may be redeemed by written request or by using the Trust's expedited
redemption procedures. See "Redemption of Shares."
DIVIDENDS. Dividends are declared daily and paid monthly. Dividends are
automatically reinvested in additional shares, unless the shareholder makes a
different election. See "Dividends and Taxes."
GENERAL INFORMATION AND CAPITAL. The Trust is organized as a business trust
under the laws of Massachusetts and may issue an unlimited number of shares of
beneficial interest in one or more series or funds, all having no par value,
which may be divided by the Board of Trustees into classes of shares. Shares are
fully paid and nonassessable when issued, are transferable without restriction
and have no preemptive or conversion rights. The Trust is not required to hold
annual shareholder meetings; but will hold special meetings as required or
deemed desirable for such purposes as electing trustees, changing fundamental
policies or approving an investment management agreement. See "Capital
Structure."
SUMMARY OF EXPENSES
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)......................... None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
</TABLE>
<TABLE>
<CAPTION>
FLORIDA MICHIGAN NEW JERSEY NEW YORK PENNSYLVANIA
FUND FUND FUND FUND FUND
------- -------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C>
Management Fees (after fee waiver)................... 0% .10% 0% .06% 0%
12b-1 Fees(2)........................................ .50% .35% .50% .50% .50%
Other Expenses(3).................................... .40% .30% .40% .24% .40%
--- --- --- --- ---
Total Operating Expenses (after fee waiver and
expense absorption)................................ .90% .75% .90% .80% .90%
=== === === === ===
</TABLE>
- ---------------
(1) Investment dealers and other firms may independently charge shareholders
additional fees; please see their materials for details.
(2) As a result of the accrual of 12b-1 fees, long-term shareholders may pay
more than the economic equivalent of the maximum front-end sales charges
permitted by the National Association of Securities Dealers.
(3) "Other Expenses" for the Florida, Michigan, New Jersey and Pennsylvania
Funds have been estimated for the current fiscal year.
EXAMPLE
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
---- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C>
You would pay the following expenses Florida $9 $29 -- --
on a $1,000 investment, assuming Michigan $8 $24 -- --
(1) 5% annual return and New Jersey $9 $29 -- --
(2) redemption at the end of each time New York $8 $26 $44 $99
period: Pennsylvania $9 $29 -- --
</TABLE>
The purpose of the preceding table is to assist investors in understanding the
various costs and expenses that an investor in a Fund will bear directly or
indirectly. The Example assumes a 5% annual rate of return pursuant to
requirements of the Securities and Exchange Commission. This hypothetical rate
of return is not intended to be representative of past or future performance of
a Fund.
2
<PAGE> 6
As discussed more fully under "Investment Manager and Shareholder Services,"
Scudder Kemper has agreed to temporarily waive its management fee and reimburse
or pay operating expenses for the current fiscal year to the extent, if any,
that "Total Operating Expenses" exceed .80% of average daily net assets of the
New York Fund, .75% of average daily net assets of the Michigan Fund and .90% of
average daily net assets of each of the Florida, New Jersey and Pennsylvania
Funds. Without such waiver and expense reimbursement, "Management Fees" would
have been .22%, "12b-1 Fees" would have been .50%, "Other Expenses" would have
been .24% and "Total Operating Expenses" would have been .96% for the New York
Fund. Without such waiver and expense reimbursement, "Management Fees," would
have been .22%, "12b-1 Fees" would have been .35%, "Other Expenses" would have
been .30% and "Total Operating Expenses" would have been .87% for the Michigan
Fund. Without such waiver and expense reimbursement, "Management Fees" would be
.22%, "12b-1 Fees" would be .50%, "Other expenses" would be .40%, and "Total
Operating Expenses" would be 1.12%, for each of the Florida, New Jersey and
Pennsylvania Funds. The Florida, New Jersey and Pennsylvania Funds commenced
operations on May 22, 1997, May 23, 1997 and May 21, 1997, respectively, and the
Michigan Fund will commence operations on or about March 3, 1998, thus expenses
for those Funds are shown for only the one and three year periods, and "Other
Expenses" are estimated for the current fiscal year.
THE EXAMPLE SHOULD NOT BE CONSIDERED TO BE A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
FINANCIAL HIGHLIGHTS
The table below shows financial information for the Funds, except the Michigan
Fund which will commence operations on or about March 3, 1998, expressed in
terms of one share outstanding throughout the period. The information in the New
York Fund table for the periods through March 31, 1997 is covered by the report
of the Trust's independent auditors. The report is contained in the Trust's
Registration Statement and is available from the Trust. The financial statements
contained in the Trust's 1997 Annual and Semiannual Report to Shareholders are
incorporated herein by reference and may be obtained by writing or calling the
Trust.
FLORIDA FUND
<TABLE>
<CAPTION>
MAY 22, 1997 TO
SEPTEMBER 30, 1997
------------------
(UNAUDITED)
<S> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 1.00
- -----------------------------------------------------------------------------------
Net investment income and dividends declared .01
- -----------------------------------------------------------------------------------
Net asset value, end of period $ 1.00
- -----------------------------------------------------------------------------------
Total Return (not annualized) .95%
- -----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE ABSORPTION
(ANNUALIZED):
Expenses .89%
- -----------------------------------------------------------------------------------
Net investment income 2.82%
- -----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE ABSORPTION
(ANNUALIZED):
Expenses 1.11%
- -----------------------------------------------------------------------------------
Net investment income 2.60%
- -----------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $2,919
- -----------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 7
NEW JERSEY FUND
<TABLE>
<CAPTION>
MAY 23, 1997
TO
SEPTEMBER 30, 1997
------------------
(UNAUDITED)
<S> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 1.00
- -----------------------------------------------------------------------------------
Net investment income and dividends declared .01
- -----------------------------------------------------------------------------------
Net asset value, end of period $ 1.00
- -----------------------------------------------------------------------------------
Total Return (not annualized) .87%
- -----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE ABSORPTION
(ANNUALIZED):
Expenses .90%
- -----------------------------------------------------------------------------------
Net investment income 2.57%
- -----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE ABSORPTION
(ANNUALIZED):
Expenses 1.12%
- -----------------------------------------------------------------------------------
Net investment income 2.35%
- -----------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $2,574
- -----------------------------------------------------------------------------------
</TABLE>
NEW YORK FUND
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED MARCH 31, DECEMBER 13, 1990
SEPTEMBER 30, -------------------- TO
1997 1997 1996 1995 1994 1993 1992 MARCH 31, 1991
------------- ---- ---- ---- ---- ---- ---- -----------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period $ 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
- ----------------------------------------------------------------------------------------------------------------------
Net investment income and
dividends declared .01 .03 .03 .02 .02 .02 .04 .01
- ----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00
- ----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (NOT ANNUALIZED) 1.49% 3.03 3.03 2.40 1.63 1.90 3.77 .97
- ----------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER
EXPENSE ABSORPTION (ANNUALIZED):
Expenses .80% .44 .80 .80 .80 .80 .42 .54
- ----------------------------------------------------------------------------------------------------------------------
Net investment income 2.93% 2.96 2.95 2.44 1.61 1.88 3.52 3.77
- ----------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
BEFORE EXPENSE ABSORPTION
(ANNUALIZED):
Expenses .98% .96 1.14 1.15 1.25 1.53 1.45 1.00
- ----------------------------------------------------------------------------------------------------------------------
Net investment income 2.75% 2.44 2.61 2.09 1.16 1.15 2.49 3.31
- ----------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in
thousands) $86,712 60,575 18,527 14,090 10,762 8,424 8,243 2,108
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 8
PENNSYLVANIA FUND
<TABLE>
<CAPTION>
MAY 21, 1997
TO
SEPTEMBER 30, 1997
------------------
(UNAUDITED)
<S> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 1.00
- -----------------------------------------------------------------------------------
Net investment income and dividends declared .01
- -----------------------------------------------------------------------------------
Net asset value, end of period $ 1.00
- -----------------------------------------------------------------------------------
Total Return (not annualized) .96%
- -----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE ABSORPTION
(ANNUALIZED):
Expenses .89%
- -----------------------------------------------------------------------------------
Net investment income 2.31%
- -----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE ABSORPTION
(ANNUALIZED):
Expenses 1.11%
- -----------------------------------------------------------------------------------
Net investment income 2.59%
- -----------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $2,648
- -----------------------------------------------------------------------------------
</TABLE>
NOTE: Scudder Kemper has agreed to temporarily absorb certain expenses of the
Funds.
The Michigan Fund (not shown above) will commence operations on or about March
3, 1998.
5
<PAGE> 9
INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS
Investors Municipal Cash Fund (the "Trust") is a registered open-end,
non-diversified management investment company that offers a choice of five
investment portfolios ("Funds"). Each Fund seeks to provide, to the extent
consistent with stability of capital, maximum current income that is exempt from
federal income taxes and, in the case of certain Funds, the income taxes of a
particular state. The Trust may offer additional Funds in the future.
Each Fund is a money market mutual fund that has been designed to provide
investors with professional management of short-term investment dollars. Each
Fund pools individual and institutional investors' money which it uses to buy
tax-exempt money market instruments. Because the Funds combine their respective
shareholders' money, they can buy and sell large blocks of securities, which
reduces transaction costs and increases yields. The Funds are managed by
investment professionals who analyze market trends to take advantage of changing
conditions. Investments are subject to price fluctuations resulting from rising
or declining interest rates and are subject to the ability of the issuers of
such investments to make payment at maturity. Because of their short maturities,
liquidity and high quality ratings, high quality money market instruments, such
as those in which the Funds invest, are generally considered among the safest
available. There can be no assurance that a Fund will achieve its objective or
that it will maintain a net asset value of $1.00 per share.
As a fundamental investment policy, each Fund will under normal market
conditions maintain at least 80% of its investments in obligations issued by or
on behalf of states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities, the income from which is exempt from federal income taxes
("Municipal Securities"). As indicated under "Dividends and Taxes," the Funds
may invest in "private activity bonds." In compliance with the position of the
staff of the Securities and Exchange Commission ("SEC"), the New York Fund does
not consider "private activity" bonds as Municipal Securities for purposes of
the 80% limitation. This is a fundamental policy for the New York Fund so long
as the SEC staff maintains its position, after which it would become
non-fundamental. Each Fund's assets will consist of Municipal Securities and
temporary investments as described below and cash.
The New York Fund will invest only in Municipal Securities that at the time of
purchase: (a) are rated within the two highest ratings of municipal securities
(Aaa or Aa) assigned by Moody's Investors Service, Inc. ("Moody's"), or (AAA or
AA) assigned by Standard & Poor's Corporation ("S&P"); (b) are guaranteed or
insured by the U.S. Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of U.S. Government securities; (d) have at
the time of purchase a Moody's short-term municipal securities rating of MIG-2
or higher or a municipal commercial paper rating of P-2 or higher, or S&P's
municipal commercial paper rating of A-2 or higher; (e) are unrated, if longer
term municipal securities of that issuer are rated within the two highest rating
categories by Moody's or S&P; or (f) are determined by the Board of Trustees or
its delegate to be at least equal in quality to one or more of the above
categories.
The Florida, Michigan, New Jersey and Pennsylvania Funds will invest only in
Municipal Securities that at the time of purchase: (a) are rated high quality by
Moody's, S&P, Duff Phelps, Inc., Fitch Investor's Services, Inc. or any other
nationally recognized statistical rating organization ("NRSRO") as determined by
the SEC; (b) are unrated, if in the discretion of the investment manager the
Municipal Securities are determined to be at least equal in quality to one or
more of the ratings in subparagraph (a) immediately above; or (c) are fully
collateralized by an escrow of U.S. Government securities.
Rather than invest in securities directly, each Fund may in the future seek to
achieve its investment objective by pooling its assets with assets of other
mutual funds managed by Scudder Kemper or its affiliates for investment in
another investment company having the same investment objective and
substantially the same investment policies and restrictions. The purpose of such
an arrangement is to achieve greater operational efficiencies and to reduce
costs. It is expected that any such investment company will be managed by
Scudder Kemper in substantially the same manner as the Fund pooling its assets.
Shareholders of a Fund will be given at least 30
6
<PAGE> 10
days prior notice of any such investment, although they will not be entitled to
vote on the action. Such investment would be made only if the trustees determine
it to be in the best interests of a Fund and its shareholders.
The Funds limit their portfolio investments to securities that meet the
diversification and quality requirements of Rule 2a-7 under the Investment
Company Act of 1940 (the "1940 Act"). See "Net Asset Value." From time to time,
a significant portion of a Fund's securities is supported by credit and
liquidity enhancements from third party banks and other financial institutions,
and as a result, changes in the credit quality of these institutions could cause
losses to a Fund and affect its share price.
From time to time, as a defensive measure, including during periods when
acceptable short-term Municipal Securities are not available, each Fund may
invest in taxable "temporary investments" that include: obligations of the U.S.
Government, its agencies or instrumentalities; debt securities rated within the
two highest grades by Moody's or S&P for the New York Fund; debt securities
rated high quality by any NRSRO for the Florida, Michigan, New Jersey and
Pennsylvania Funds; commercial paper rated in the two highest grades by either
Moody's or S&P for the New York Fund; commercial paper rated high quality by any
NRSRO for the Florida, Michigan, New Jersey and Pennsylvania Funds; certificates
of deposit of domestic banks with assets of $1 billion or more; and any of the
foregoing temporary investments subject to repurchase agreements. Under a
repurchase agreement a Fund acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during the Fund's holding period. Repurchase
agreements with broker-dealer firms will be limited to obligations of the U.S.
Government, its agencies or instrumentalities. Maturity of the securities
subject to repurchase may exceed one year. Interest income from temporary
investments is taxable to shareholders as ordinary income. Although a Fund is
permitted to invest in taxable securities (limited under normal market
conditions to 20% of a Fund's total assets), it is each Fund's primary intention
to generate income dividends that are not subject to federal income taxes and,
in the case of certain Funds, the income taxes of a particular state. See
"Dividends and Taxes." For a description of the ratings, see "Appendix--Ratings
of Investments" in the Statement of Additional Information.
The Funds may not borrow money except as a temporary measure for extraordinary
or emergency purposes, and then only in an amount up to one-third of the value
of its total assets, in order to meet redemption requests without immediately
selling any portfolio securities. Any such borrowings under this provision will
not be collateralized. A Fund will not borrow for leverage purposes. A Fund will
not purchase illiquid securities, including repurchase agreements maturing in
more than seven days, if, as a result thereof, more than 10% of a Fund's net
assets valued at the time of the transaction would be invested in such
securities. Up to 25% of the total assets of a Fund may be invested at any time
in debt obligations of a single issuer or of issuers in a single industry, and a
Fund may invest without limitation in Municipal Securities the income on which
may be derived from projects of a single type.
Although the Trust has registered as a "non-diversified" investment company,
each Fund must meet the diversification requirements of Rule 2a-7 under the 1940
Act. Rule 2a-7 generally provides that a single state money fund shall not, as
to 75% of its assets, invest more than 5% of its assets in the securities of an
individual issuer, provided that the fund may not invest more than 5% of its
assets in the securities of an individual issuer unless the securities are First
Tier Securities (as defined in Rule 2a-7). This allows each Fund, as to 25% of
its assets, to invest more than 5% of its assets in the securities of an
individual issuer. Since each Fund is concentrated in securities issued by a
particular state or entities within that state and may invest a significant
percentage of its assets in the securities of a single issuer, an investment in
a Fund may be subject to more risk than an investment in other types of money
market funds. See "Investment Restrictions" in the Statement of Additional
Information.
Each Fund has adopted certain investment restrictions that are presented in the
Statement of Additional Information, and that, together with the investment
objective and fundamental policies of each Fund, cannot be
7
<PAGE> 11
changed without approval by holders of a majority of its outstanding voting
shares. As defined in the 1940 Act, this means the lesser of the vote of (a) 67%
of the shares of a Fund present at a meeting where more than 50% of the
outstanding shares are present in person or by proxy; or (b) more than 50% of
the outstanding shares of a Fund.
FLORIDA FUND. The objective of the Florida Fund is to provide maximum current
income that is exempt from federal income tax to the extent consistent with
stability of capital. The Florida Fund pursues its objective, primarily through
a professionally managed, non-diversified portfolio of short-term high quality
municipal obligations issued by or on behalf of the State of Florida, its
political subdivisions, authorities and corporations, and territories and
possessions of the United States and their political subdivisions, agencies and
instrumentalities and other securities that are, in the opinion of bond counsel
to the issuer, exempt from the Florida intangibles tax and the interest from
which is exempt from federal income taxes ("Florida Municipal Securities").
Dividends representing interest income received by the Florida Fund on Florida
Municipal Securities will be exempt from federal income taxes. Dividend income
may be subject to state and local taxes. Florida currently has no income tax for
individuals. Since the investment manager believes that exemption from the
Florida intangibles tax is likely to be available, the Florida Fund generally
will seek investments enabling shares of the Florida Fund to be exempt from the
intangibles tax. However, there is no assurance that an exemption from the
Florida intangibles tax will be available. See "Dividends and Taxes." Florida
Municipal Securities may at times have lower yields than other tax-exempt
securities. As a temporary defensive position, to the extent Florida Municipal
Securities are at any time unavailable or unattractive for investment by the
Florida Fund, it will invest in other debt securities the interest from which is
exempt from federal income taxes. Under normal market conditions, as a
non-fundamental policy, the Florida Fund will maintain at least 65% of its total
assets in Florida Municipal Securities. See also "Dividends and Taxes."
Florida is characterized by rapid growth, substantial capital needs, a
manageable debt burden, a diversifying but still somewhat narrow economic base
and good financial operations. The State continues to experience rapid
population growth although not as great as in previous years. The slower
population growth rate should allow the State to catch up on its capital needs.
Technology-based manufacturing, healthcare and financial services have joined
tourism and agriculture as leading elements of Florida's continued economic
growth. Florida's overall financial position remains healthy, despite swings in
financial operations over the past several years. The swings are reflective of
the State's reliance on the sales tax as the major revenue source. Florida has
increased its funding of capital projects through more frequent debt issuance
rather than the historical pay-as-you-go method.
MICHIGAN FUND. The objective of the Michigan Fund is to provide maximum current
income that is exempt from federal and Michigan income taxes to the extent
consistent with stability of capital. The Michigan Fund pursues its objective
primarily through a professionally managed, non-diversified portfolio of
short-term high quality municipal obligations issued by or on behalf of the
state of Michigan, its political subdivisions, authorities and corporations, and
territories and possessions of the United States and their political
subdivisions, agencies and instrumentalities the interest from which is, in the
opinion of bond counsel to the issuer, exempt from federal and Michigan income
taxes ("Michigan Municipal Securities"). Dividends representing interest income
received by the Michigan Fund on Michigan Municipal Securities will be exempt
from federal and Michigan income taxes. Such dividend income may be subject to
other state and local taxes. To the extent that Michigan Municipal Securities
are at any time unavailable or unattractive for investment by the Michigan Fund,
it will invest temporarily in other debt securities the interest from which is
exempt from federal income taxes. Under normal market conditions, as a
non-fundamental policy, the Michigan Fund will maintain at least 65% of its
total assets in Michigan Municipal Securities.
Michigan's economic performance relies heavily on national economic trends. Its
economy is highly industrialized with an economic base concentrated in the
manufacturing sector. This concentration has generally caused the State's
economy to be more volatile than that of more diversified states, although its
long term growth has kept pace with the nation due to gains in other sectors.
The most recent economic recession had a milder effect
8
<PAGE> 12
on the State compared to the recession of the 1980's. The restructuring of the
State's manufacturing industry following the recession of the 1980's improved
the industry's overall competitive position. In addition, the rebound in the
automotive industry of the past several years has improved the State's current
economic and financial position, which are currently at record levels of
achievement. Michigan's future economic growth will likely come from growth in
its service sector.
NEW JERSEY FUND. The objective of the New Jersey Fund is to provide maximum
current income that is exempt from federal and New Jersey income taxes to the
extent consistent with stability of capital. The New Jersey Fund pursues its
objective primarily through a professionally managed, non-diversified portfolio
of short-term high quality municipal obligations issued by or on behalf of New
Jersey, its political subdivisions, authorities and corporations, and
territories and possessions of the United States and their political
subdivisions, agencies and instrumentalities the interest from which is, in the
opinion of bond counsel to the issuer, exempt from federal and New Jersey income
taxes ("New Jersey Municipal Securities"). Dividends representing interest
income received by the New Jersey Fund on New Jersey Municipal Securities will
be exempt from federal and New Jersey income taxes. Such dividend income may be
subject to other state and local taxes. To the extent that New Jersey Municipal
Securities are at any time unavailable or unattractive for investment by the New
Jersey Fund, it will invest temporarily in other debt securities the interest
from which is exempt from federal income taxes. Under normal market conditions,
as a non-fundamental policy, the New Jersey Fund will maintain at least 65% of
its total assets in New Jersey Municipal Securities.
New Jersey is the ninth most populous state in the nation. Per capita income in
1995 was the second highest of the states and about 128% of the national
average. The distribution of employment in New Jersey mirrors that of the
nation. After an extraordinary boom in the mid-1980's, New Jersey and the rest
of the Northeast fell into a recession a year before the national recession
officially began. Along with the rest of the Northeast, New Jersey climbed out
of the recession more slowly than the rest of the nation. Since 1992, the
unemployment rate in New Jersey has exceeded the national average; the average
unemployment rate for New Jersey and the nation during 1996 was 6.2%, slightly
higher than that of the U.S. The rate is forecast to drop to 5.5% in 1997, more
on par with the rest of the nation.
NEW YORK FUND. The objective of the New York Fund is to provide maximum current
income that is exempt from federal, New York State and New York City income
taxes to the extent consistent with stability of capital. The New York Fund
pursues its objective primarily through a professionally managed,
non-diversified portfolio of short-term high quality municipal obligations
issued by or on behalf of New York State, its political subdivisions,
authorities and corporations, and territories and possessions of the United
States and their political subdivisions, agencies and instrumentalities the
interest from which is, in the opinion of bond counsel to the issuer, exempt
from federal, New York State and New York City income taxes ("New York Municipal
Securities"). Dividends representing net interest income received by the New
York Fund on New York Municipal Securities will be exempt from federal, New York
State and New York City personal income taxes. Such dividend income may be
subject to other state and local taxes. To the extent New York Municipal
Securities are at any time unavailable or unattractive for investment by the New
York Fund, it will invest in other debt securities the interest from which is
exempt from Federal income taxes. Under normal market conditions, as a
non-fundamental policy, the New York Fund will maintain at least 65% of its
total assets in New York Municipal Securities.
New York is the third most populous state in the nation; New York City accounts
for about 40% of the State's population. After a boom in the mid-1980's, New
York and the rest of the Northeast fell into a recession a year before the
national recession officially began. Along with the rest of the Northeast, New
York climbed out of the recession more slowly than the rest of the nation. New
York ranks third in the nation in personal income. In 1994, per capita personal
income was 119% of the national average. Employment distribution is similar to
that of the nation except for a higher concentration in the finance, insurance
and real estate sector and a lower concentration in manufacturing. Historically,
unemployment is more cyclical than for the United States as a whole. Since 1991,
New York unemployment has exceeded the U.S. average.
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<PAGE> 13
PENNSYLVANIA FUND. The objective of the Pennsylvania Fund is to provide maximum
current income that is exempt from federal and Pennsylvania income taxes to the
extent consistent with stability of capital. The Pennsylvania Fund pursues its
objective primarily through a professionally managed, non-diversified portfolio
of short-term high quality municipal obligations issued by or on behalf of the
Commonwealth of Pennsylvania, its political subdivisions, authorities and
corporations, and territories and possessions of the United States and their
political subdivisions, agencies and instrumentalities the interest from which
is in the opinion of bond counsel to the issuer, exempt from federal and
Pennsylvania income taxes ("Pennsylvania Municipal Securities"). Dividends
representing interest income received by the Pennsylvania Fund on Pennsylvania
Municipal Securities will be exempt from federal and Pennsylvania income taxes
and (for residents of Philadelphia) from Philadelphia School District Income Tax
and (for residents of Pittsburgh) from the intangibles tax for the City and
School District of Pittsburgh. Such dividend income may be subject to other
state and local taxes. To the extent that Pennsylvania Municipal Securities are
at any time unavailable or unattractive for investment by the Pennsylvania Fund,
it will invest temporarily in other debt securities the interest from which is
exempt from federal income taxes. Under normal market conditions, as a
non-fundamental policy, the Pennsylvania Fund will maintain at least 65% of its
total assets in Pennsylvania Municipal Securities.
While Pennsylvania is among the leading states in manufacturing and mining, it
is transforming into more of a services and high-tech economy evidenced by its
growing reputation as a health and education center. Following the recession of
the early 1990's, Pennsylvania's economy had become more reflective of the
nation's. Service industries became a larger portion of total employment. The
steel industry had undergone a successful restructuring. The economy, while
continuing to experience some growth, has not seen the levels of growth that
most states have experienced during this recent expansion. The replacement of
highly paid manufacturing jobs for those in the services and trade sectors will
impede income growth. Relative cost advantages which are available to businesses
in the Commonwealth compared to its neighboring states, as well as the
restructuring and modernization of manufacturing plans, should aid in boosting
the economy.
Additional information concerning the risks associated with the Florida,
Michigan, New Jersey, New York and Pennsylvania Municipal Securities is set
forth in the Statement of Additional Information under "Municipal Securities".
MUNICIPAL SECURITIES AND INVESTMENT TECHNIQUES
The two principal classifications of Municipal Securities consist of "general
obligation" and "revenue" issues. General obligation bonds are secured by the
issuer's pledge of its full faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable only from the revenues derived
from a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise tax or other specific revenue source such as the
user of the facility being financed. Industrial development bonds held by a Fund
are in most cases revenue bonds and are not payable from the unrestricted
revenues of the issuer. Among other types of instruments, a Fund may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes, warrants and other forms of short-term loans. Such
notes are issued with a short-term maturity in anticipation of the receipt of
tax payments, the proceeds of bond placements or other revenues. A more detailed
discussion of Municipal Securities and NRSRO ratings outlined above under
"Investment Objective and Policies" is contained in the Statement of Additional
Information.
Each Fund may purchase securities which provide for the right to resell them to
an issuer, bank or dealer at an agreed upon price or yield within a specified
period prior to the maturity date of such securities. Such a right to resell is
referred to as a "Standby Commitment." Securities may cost more with Standby
Commitments than without them. Standby Commitments will be entered into solely
to facilitate portfolio liquidity. A Standby Commitment may be exercised before
the maturity date of the related Municipal Security if the Fund's investment
manager revises its evaluation of the creditworthiness of the underlying
security or of the entity issuing the Standby Commitment. Each Fund's policy is
to enter into Standby Commitments only with issuers,
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<PAGE> 14
banks or dealers which are determined by the investment manager to present
minimal credit risks. If an issuer, bank or dealer should default on its
obligation to repurchase an underlying security, a Fund might be unable to
recover all or a portion of any loss sustained from having to sell the security
elsewhere.
Each Fund may invest in certain Municipal Securities having rates of interest
that are adjusted periodically or that "float" continuously according to
formulae intended to minimize fluctuations in values of the instruments
("Variable Rate Notes"). The interest rate on Variable Rate Notes ordinarily is
determined by reference to or is a percentage of a bank's prime rate, the 90 day
U.S. Treasury bill rate, the rate of return on commercial paper or bank
certificates of deposit, or some similar objective standard. Generally, the
changes in the interest rate on Variable Rate Notes reduce the fluctuation in
the market value of such notes. Accordingly, as interest rates decrease or
increase, the potential for capital appreciation or capital depreciation is less
than for fixed rate obligations. Each Fund currently intends to invest a
substantial portion of its assets in Variable Rate Notes. Variable Rate Demand
Notes have a demand feature which entitles the purchaser to resell the
securities at amortized cost. The rate of return on Variable Rate Demand Notes
also varies according to some objective standard, such as an index of short-term
tax-exempt rates. Variable rate instruments with a demand feature enable a Fund
to purchase instruments with a stated maturity in excess of one year. Each Fund
determines the maturity of variable rate instruments in accordance with Rule
2a-7, which allows a Fund to consider certain of such instruments as having
maturities shorter than the maturity date on the face of the instrument.
Each Fund may purchase high quality Certificates of Participation in trusts that
hold Municipal Securities. A Certificate of Participation gives a Fund an
undivided interest in the Municipal Security in the proportion that the Fund's
interest bears to the total principal amount of the Municipal Security. These
Certificates of Participation may be variable rate or fixed rate with remaining
maturities of one year or less. A Certificate of Participation may be backed by
an irrevocable letter of credit or guarantee of a financial institution that
satisfies rating agencies as to the credit quality of the Municipal Security
supporting the payment of principal and interest on the Certificate of
Participation. Payments of principal and interest would be dependent upon the
underlying Municipal Security and may be guaranteed under a letter of credit to
the extent of such credit. The quality rating by a rating service of an issue of
Certificates of Participation is based primarily upon the rating of the
Municipal Security held by the trust and the credit rating of the issuer of any
letter of credit and of any other guarantor providing credit support to the
issue. The investment manager considers these factors as well as others, such as
any quality ratings issued by the rating services identified above, in reviewing
the credit risk presented by a Certificate of Participation and in determining
whether the Certificate of Participation is appropriate for investment by a
Fund. It is anticipated by the investment manager that, for most publicly
offered Certificates of Participation, there will be a liquid secondary market
or there may be demand features enabling a Fund to readily sell its Certificates
of Participation prior to maturity to the issuer or a third party. As to those
instruments with demand features, a Fund intends to exercise its right to demand
payment from the issuer of the demand feature only upon a default under the
terms of the Municipal Security, as needed to provide liquidity to meet
redemptions, or to maintain a high quality investment portfolio. While a Fund
may invest without limit in Certificates of Participation, it is currently
anticipated that such investments will not exceed 25% of a Fund's assets.
Each Fund may purchase and sell Municipal Securities on a when-issued or delayed
delivery basis. A when-issued or delayed delivery transaction arises when
securities are bought or sold for future payment and delivery to secure what is
considered to be an advantageous price and yield to a Fund at the time it enters
into the transaction. In determining the maturity of portfolio securities
purchased on a when-issued or delayed delivery basis, a Fund will consider them
purchased on the date when it commits itself to the purchase.
A security purchased on a when-issued basis, like all securities held in a
Fund's portfolio, is subject to changes in market value based upon changes in
the level of interest rates and investors' perceptions of the creditworthiness
of the issuer. Generally such securities will appreciate in value when interest
rates decline and depreciate in value when interest rates rise. Therefore if, in
order to achieve higher interest income, a Fund remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be
11
<PAGE> 15
a greater possibility that the net asset value of a Fund's shares will vary from
$1.00 per share, since the value of a when-issued security is subject to market
fluctuation and no interest accrues to the purchaser prior to settlement of the
transaction. See "Net Asset Value."
Each Fund will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but each Fund reserves the right to sell these securities before
the settlement date if deemed advisable. The sale of securities may result in
the realization of gains that are not exempt from federal income taxes, and in
the case of certain Funds, income taxes of a state.
Yields on Municipal Securities are dependent on a variety of factors, including
the general conditions of the money market and the municipal bond market, and
the size, maturity and rating of the particular offering. The ratings of NRSROs
represent their opinions as to the quality of the Municipal Securities which
they undertake to rate. It should be emphasized, however, that ratings are
general and are not absolute standards of quality. Consequently, Municipal
Securities with the same maturity, coupon and rating may have different yields.
In seeking to achieve its investment objective, a Fund may invest all or any
part of its assets in Municipal Securities that are industrial development
bonds. Moreover, although a Fund does not currently intend to do so on a regular
basis, it may invest more than 25% of its assets in Municipal Securities which
are repayable out of revenue streams generated from economically related
projects or facilities, if such investment is deemed necessary or appropriate by
the investment manager. To the extent that a Fund's assets are concentrated in
Municipal Securities payable from revenues on economically related projects and
facilities, a Fund will be subject to the peculiar risks presented by such
projects to a greater extent than it would be if the Fund's assets were not so
concentrated.
NET ASSET VALUE
Fund shares are sold at their net asset value next determined after an order and
payment are received in the form described under "Purchase of Shares." The net
asset value of a Fund share is calculated by dividing the total assets of the
Fund less its liabilities by the total number of shares outstanding. The net
asset value per share of a Fund is determined on each day the New York Stock
Exchange ("Exchange") is open for trading, at 11:00 a.m. and 3:00 p.m. Chicago
time, and on each other day on which there is a sufficient degree of trading in
a Fund's investments that its net asset value might be affected, except that the
net asset value will not be computed on a day on which no orders to purchase
shares were received and no shares were tendered for redemption. Each Fund seeks
to maintain a net asset value of $1.00 per share.
Each Fund values its portfolio instruments at amortized cost in accordance with
Rule 2a-7 under the 1940 Act, which means that they are valued at their
acquisition cost, as adjusted for amortization of premium or accretion of
discount, rather than at current market value. Calculations are made to compare
the value of a Fund's investments, valued at amortized cost, with market-based
values. Market-based valuations are obtained by using actual quotations provided
by market makers, estimates of market value, or values obtained from yield data
relating to classes of money market instruments published by reputable sources
at the mean between the bid and asked prices for the instruments. If a deviation
of 1/2 of 1% or more were to occur between the net asset value per share
calculated by reference to market-based values and a Fund's $1.00 per share net
asset value, or if there were any other deviation that 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. In order to value its investments at amortized cost, a Fund
purchases only securities with a maturity of 397 days or less and maintains a
dollar-weighted average portfolio maturity of 90 days or less. In addition, each
Fund limits its portfolio investments to securities that meet the
diversification and quality requirements of Rule 2a-7.
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<PAGE> 16
PURCHASE OF SHARES
Shares are sold at net asset value with no sales charge through selected
financial services firms, such as broker-dealers and banks ("firms"). The
minimum initial investment is $1,000 and the minimum subsequent investment is
$100 but such minimum amounts may be changed at any time in management's
discretion. Under an automatic investment plan, the minimum initial and
subsequent investment is $50. Firms offering a Fund's shares may set higher
minimums for accounts they service and may change such minimums at their
discretion.
Each Fund seeks to be as fully invested as possible at all times in order to
achieve maximum income. Since the Funds 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), each Fund has adopted
procedures for the convenience of its shareholders and to ensure that it
receives investable funds. Orders for purchase of shares 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 11:00 a.m. Chicago time net asset value
determination, otherwise such shares will receive the dividend for the next
calendar day if effected at 3:00 p.m. Chicago time. Orders for purchase
accompanied by a check or other negotiable bank draft will be accepted and
effected as of 3:00 p.m. Chicago time on the next business day following receipt
and such shares will receive the dividend for the next calendar day following
the day when the purchase is effected. If an order is accompanied by a check
drawn on a foreign bank, funds must normally be collected on such check before
shares will be purchased. See "Purchase and Redemption of Shares" in the
Statement of Additional Information.
If payment is to be wired, call the firm from which you received this prospectus
for proper instructions.
CLIENTS OF FIRMS. Firms provide varying arrangements for their clients with
respect to the purchase and redemption of Fund shares and the confirmation
thereof. Such firms are responsible for the prompt transmission of purchase and
redemption orders. Some firms may establish higher minimum investment
requirements than set forth above. A firm may arrange with its clients for other
investment or administrative services. Such firms may independently establish
and charge additional amounts to their clients for such services, which charges
would reduce the clients' yield or return. Firms may also hold Fund shares in
nominee or street name as agent for and on behalf of their clients. In such
instances, the 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 Trust's
Shareholder Service Agent for recordkeeping and other expenses relating to these
nominee accounts. In addition, certain privileges with respect to the purchase
and redemption of shares (such as check writing redemptions) or the reinvestment
of dividends may not be available through such firms or may only be available
subject to conditions and limitations. Some firms may participate in a program
allowing them access to their clients' accounts for servicing including, without
limitation, transfers of registration and dividend payee changes; and may
perform functions such as generation of confirmation statements and disbursement
of cash dividends. The prospectus should be read in connection with such firm's
material regarding its fees and services.
OTHER INFORMATION. The Trust reserves the right to withdraw all or any part of
the offering made by this prospectus or to reject purchase orders without prior
notice. All orders to purchase shares are subject to acceptance by the Trust and
are not binding until confirmed or accepted in writing. Any purchase that would
result in total account balances for a single shareholder in excess of $3
million is subject to prior approval by the Trust. Share certificates are issued
only on request to the Trust and may not be available for certain types of
accounts. A $10 service fee will be charged when a check for purchase of Fund
shares is returned because of insufficient or uncollected funds or a stop
payment order.
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<PAGE> 17
Shareholders should direct their inquiries to the firm from which this
prospectus was obtained or to Kemper Service Company ("KSvC"), the Trust's
"Shareholder Service Agent," 811 Main Street, Kansas City, Missouri 64105-2005.
The Funds of Investors Municipal Cash Fund are available for sale only in the
following states and federal district:
<TABLE>
<CAPTION>
FLORIDA FUND MICHIGAN FUND NEW JERSEY FUND NEW YORK FUND PENNSYLVANIA FUND
- ------------ ------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C>
Alabama District of Columbia Connecticut Connecticut Connecticut
District of Columbia Florida Delaware District of Columbia Delaware
Florida Georgia District of Columbia Florida District of Columbia
Georgia Indiana Florida Georgia Florida
New Jersey Michigan Georgia New Jersey Georgia
Ohio New Jersey Maryland New York Maryland
Pennsylvania Ohio Massachusetts Ohio Michigan
Virginia Pennsylvania New Jersey Pennsylvania New Jersey
Virginia New York Virginia Ohio
Ohio Pennsylvania
Pennsylvania Vermont
Virginia Virginia
West Virginia West Virginia
</TABLE>
REDEMPTION OF SHARES
GENERAL. Upon receipt by the Shareholder Service Agent of a request in the form
described below, shares will be redeemed by the Trust 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
Fund will receive the net asset value of such shares and all declared but unpaid
dividends on such shares.
If shares of the Fund to be redeemed were purchased by check or through certain
Automated Clearing House ("ACH") transactions, the Trust 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 Trust of the purchase amount. Shareholders may not use expedited
redemption procedures (wire transfer or Redemption Check) until the shares being
redeemed have been owned for at least 10 days and shareholders may not use such
procedures to redeem shares held in certificated form. There is no delay when
shares being redeemed were purchased by wiring Federal Funds.
If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by the Trust 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
Trust 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 Trust or its agents reasonably believe, based upon reasonable
verification procedures, that the telephone instructions are genuine. THE
SHAREHOLDER WILL BEAR THE RISK OF LOSS, including loss resulting from fraudulent
or unauthorized transactions, as long as the reasonable
14
<PAGE> 18
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 Trust reserves the
right to redeem an account that falls below the minimum investment level,
currently $1,000. 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 Trust redeems the shareholder account.
Firms provide varying arrangements for their clients to redeem Fund shares. Such
firms may independently establish and charge amounts to their clients for such
services.
REGULAR REDEMPTIONS. When shares are held for the account of a shareholder by
the Trust's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to KSvC, P.O. Box 419153, Kansas City,
Missouri 64141-6153. When certificates for shares have been issued, they must be
mailed to or deposited with the Shareholder Service Agent, along with a duly
endorsed stock power and accompanied by a written request for redemption.
Redemption requests and a stock power must be endorsed by the account holder
with signatures guaranteed by a commercial bank, trust company, savings and loan
association, federal savings bank, member firm of a national securities exchange
or other eligible financial institution. The redemption request and stock power
must be signed exactly as the account is registered including any special
capacity of the registered owner. Additional documentation may be requested, and
a signature guarantee is normally required, from institutional and fiduciary
account holders, such as corporations, custodians (e.g., under the Uniform
Transfers to Minors Act), executors, administrators, trustees or guardians.
TELEPHONE REDEMPTIONS. If the proceeds of the redemption are $50,000 or less
and the proceeds are payable to the shareholder of record at the address of
record, normally a telephone request or a written request by any one account
holder without a signature guarantee is sufficient for redemptions by individual
or joint account holders, and trust, executor and guardian account holders
(excluding custodial accounts for gifts and transfers to minors) provided the
trustee, executor or guardian is named in the account registration. Other
institutional account holders and guardian account holders of custodial accounts
for gifts and transfers to minors may exercise this special privilege of
redeeming shares by telephone request or written request without signature
guarantee subject to the same conditions as individual account holders and
subject to the limitations on liability described under "General" above,
provided that this privilege has been pre-authorized by the institutional
account holder or guardian account holder by written instruction to the
Shareholder Service Agent with signatures guaranteed. Telephone requests may be
made by calling 1-800-231-8568. Shares purchased by check or through certain ACH
transactions may not be redeemed under this privilege of redeeming shares by
telephone request until such shares have been owned for at least 10 days. This
privilege of redeeming shares by telephone request or by written request without
a signature guarantee may not be used to redeem shares held in certificated form
and may not be used if the shareholder's account has had an address change
within 30 days of the redemption request. During periods when it is difficult to
contact the Shareholder Service Agent by telephone, it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
The Trust 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 Trust is not
responsible for the efficiency of the federal wire system or the account
holder's financial services firm or bank. The Trust 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
15
<PAGE> 19
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 Trust reserves the right to terminate or modify this
privilege at any time.
EXPEDITED REDEMPTIONS BY DRAFT. Upon request, shareholders will be provided
with drafts to be drawn on the Fund ("Redemption Checks"). These Redemption
Checks may be made payable to the order of any person for not more than $5
million. Shareholders should not write Redemption Checks in an amount less than
$100 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 Trust
receives the Redemption Check. A shareholder wishing to use this method of
redemption must complete and file an Account Information Form which is available
from the Trust 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 Trust reserves the right to terminate or
modify this privilege at any time. This privilege may not be available through
some firms that distribute Fund shares. In addition, firms may impose minimum
balance requirements in order to obtain this feature. Firms may also impose fees
to investors for this privilege or establish variations of minimum check amounts
if approved by the Trust.
Unless one signer is authorized on the Account Information Form, 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 Trust's books for
at least 10 days. Shareholders may not use this procedure to redeem shares held
in certificated form. The Trust reserves the right to terminate or modify this
privilege at any time.
The Trust 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
Trust shares in excess of the value of a Fund account or in an amount less than
$100; 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.
SPECIAL FEATURES
Certain firms that offer shares of the Funds also provide special redemption
features through charge or debit cards and checks that redeem Fund 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 any special rules
of the cash management program being offered.
Information about the following special features is contained in the Statement
of Additional Information; and further information may be obtained without
charge from KDI: Exchange Privilege; Systematic Withdrawal Program and Automated
Clearing House Programs.
DIVIDENDS AND TAXES
DIVIDENDS. Dividends are declared daily and paid monthly. Shareholders may
select one of the following ways to receive dividends:
1. REINVEST DIVIDENDS at net asset value into additional shares of a Fund.
Dividends are normally reinvested on the next to last business day of the month.
Dividends will be reinvested unless the shareholder elects to receive them in
cash.
16
<PAGE> 20
2. RECEIVE DIVIDENDS IN CASH if so requested. Checks will be mailed monthly,
within five business days of the reinvestment date, to the shareholder or any
person designated by the shareholder.
A Fund reinvests dividend checks (and future dividends) in shares of the Fund if
checks are returned as undeliverable. Dividends and other distributions of a
Fund 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. The Funds intend to qualify as regulated investment companies 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. Each Fund also intends to meet the requirements of the Code
applicable to regulated investment companies distributing tax-exempt interest
dividends and, therefore, dividends representing net interest received on
Municipal Securities will not be includable by shareholders in their gross
income for federal income tax purposes, except to the extent such interest is
subject to the alternative minimum tax as discussed hereinafter. Dividends
representing taxable net investment income (such as net interest income from
temporary investments in obligations of the U.S. Government) and net short-term
capital gains, if any, are taxable to shareholders as ordinary income.
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. Each 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.
Net interest on certain "private activity bonds" issued on or after August 8,
1986 is treated as an item of tax preference and may, therefore, be subject to
both the individual and corporate alternative minimum tax. To the extent
provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from a Fund are to be treated as interest on private
activity bonds in proportion to the interest a Fund receives from private
activity bonds, reduced by allowable deductions. For the 1997 calendar year %,
%, % and % of the net interest income for the Florida, New Jersey, New
York and Pennsylvania Funds, respectively, was derived from "private activity
bonds."
Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisers with respect to alternative minimum tax consequences.
Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from a Fund.
Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from a Fund, and 50% of Social Security benefits.
FLORIDA FUND. Dividends paid by the Florida Fund to individual shareholders will
not be subject to the Florida income tax since Florida does not impose a
personal income tax. Dividends paid by the Florida Fund will be taxable to
corporate shareholders that are subject to the Florida corporate income tax.
Additionally, Florida imposes an "intangibles tax" at the rate of $2.00 per
$1,000 of taxable value of certain securities and other intangible assets owned
by Florida residents. U.S. Government securities and Florida Municipal
Securities are exempt from this intangibles tax. If, on December 31 of any year,
the Florida Fund's portfolio consists of both exempt and non-exempt assets, then
only the portion of the value of the Florida Fund's shares attributable to U.S.
Government securities will be exempt from the Florida intangibles tax payable in
the following year. Thus, in order to take full advantage of the exemption from
the intangibles tax in any year, the Florida Fund would be required to sell all
non-exempt assets held in its portfolio and reinvest the proceeds in exempt
assets prior to
17
<PAGE> 21
December 31. Transaction costs involved in restructuring the portfolio in this
fashion would likely reduce the Florida Fund's investment return and might
exceed any increased investment return the Florida Fund achieved by investing in
non-exempt assets during the year.
MICHIGAN FUND. Dividends paid by the Michigan Fund derived from interest income
from obligations of Michigan, its political or governmental subdivisions or
obligations of the U.S., its agencies, instrumentalities or possessions will be
exempt from the Michigan personal income tax and Michigan Single Business Tax
provided that at least 50% of the total assets of the Michigan Fund are invested
in such issues at the end of each quarter. Michigan also exempts from its
intangible personal property tax obligations of Michigan, its political and
governmental subdivisions and obligations of the U.S. and its possessions,
agencies and instrumentalities. To the extent that the Michigan Fund's portfolio
includes such exempt assets, the value of the Michigan Fund shares will also be
exempt.
NEW JERSEY FUND. Dividends paid by the New Jersey Fund will be exempt from New
Jersey Gross Income Tax to the extent that the dividends are derived from
interest on obligations of the state or its political subdivisions or
authorities or on obligations issued by certain other government authorities or
from capital gains from the disposition of such obligations, as long as the New
Jersey Fund meets certain investment and filing requirements necessary to
establish and maintain its status as a "Qualified Investment Fund" in New
Jersey. It is the New Jersey Fund's intention to satisfy these requirements and
maintain Qualified Investment Fund status. Dividends paid by the New Jersey Fund
derived from interest on non-exempt assets will be subject to New Jersey Gross
Income Tax. Dividends paid by the New Jersey Fund will be taxable to corporate
shareholders subject to the New Jersey corporation business (franchise) tax.
NEW YORK FUND. Dividends paid by the New York Fund representing net interest
received on New York Municipal Securities will be exempt from New York State and
New York City income taxes. Dividends paid by the New York Fund will be taxable
to corporate shareholders that are subject to New York State and New York City
corporate franchise tax.
PENNSYLVANIA FUND. Dividends paid by the Pennsylvania Fund will be exempt from
Pennsylvania income tax to the extent that the dividends are derived from
interest on obligations of Pennsylvania, any public authority, commissions,
board or other state agency, any political subdivision of the state or its
public authority, and certain obligations of the U.S. or its territories
(including Puerto Rico, Guam and the Virgin Islands). Dividends paid by the
Pennsylvania Fund representing interest income on Pennsylvania Municipal
Securities are also generally exempt from the Philadelphia School District
Income Tax for residents of Philadelphia and from the intangibles tax for the
City and School District of Pittsburgh for residents of Pittsburgh. Shareholders
of the Pennsylvania Fund who are subject to the Pennsylvania property tax in
their county of residence will be exempt from county personal property tax to
the extent that the portfolio of the Pennsylvania Fund consists of such exempt
obligations on the annual assessment date of January 1.
GENERAL. The tax exemption for federal income tax purposes of dividends from a
Fund does not necessarily result in exemption under the income or other tax laws
of any state or local taxing authority. The laws of the several states and local
taxing authorities vary with respect to the taxation of such income, and
shareholders of a Fund are advised to consult their own tax advisers in that
regard and as to the status of their accounts under state and local tax laws.
Each Fund 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.
Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions. 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.
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<PAGE> 22
INVESTMENT MANAGER AND SHAREHOLDER SERVICES
INVESTMENT MANAGER. Scudder Kemper Investments, Inc. ("Scudder Kemper"), 345
Park Avenue, New York, New York, is the investment manager of each Fund and
provides the Funds with continuous professional investment supervision. Scudder
Kemper is one of the largest investment managers in the country with more than
$200 million under management and has been engaged in the management of
investment funds for more than seventy years. Zurich Insurance Company, a
leading internationally recognized provider of insurance and financial services
in property/casualty and life insurance, reinsurance and structured financial
solutions as well as asset management, owns approximately 70% of Scudder Kemper,
with the balance owned by Scudder Kemper's officers and employees.
Responsibility for overall management of the Trust rests with its Board of
Trustees and officers. Professional investment supervision is provided by
Scudder Kemper. The investment management agreement provides that Scudder Kemper
shall act as each Fund's investment adviser, manage its investments and provide
it with various services and facilities. For the services and facilities
furnished, the Funds pays a monthly investment management fee, on a graduated
basis of 1/12 of the following annual fee of .22% of the first $500 million of
combined average daily net assets of all Funds, .20% of the next $500 million,
.175% of the next $1 billion, .16% of the next $1 billion and .15% of combined
average daily net assets over $3 billion of all Funds. Scudder Kemper has agreed
to temporarily waive its management fee and absorb operating expenses to the
extent, if any, that such expenses, as defined below, exceed .80% of average
daily net assets of the New York Fund, .75% of average daily net assets of the
Michigan Fund and .90% of the average daily net assets of each of the Florida,
New Jersey and Pennsylvania Funds. For this purpose, "operating expenses" of a
Fund does not include taxes, interest, extraordinary expenses, brokerage
commissions or transaction costs. Upon notice to the Trust, Scudder, Kemper may
at any time terminate any waiver or absorption of operating expenses. In
addition, from time to time, Scudder Kemper may voluntarily absorb certain
additional operating expenses of a Fund. The level of this voluntary expense
absorption shall be in Scudder Kemper's discretion and is in addition to Scudder
Kemper's agreement to absorb certain operating expenses of the Funds described
above.
FUND ACCOUNTING AGENT. Scudder Fund Accounting Corporation ("SFAC") a subsidiary
of Scudder Kemper is responsible for determining the daily net asset value per
share of the Funds and maintaining all accounting records related hereto.
Currently, SFAC receives no fee for its services to the Funds.
DISTRIBUTOR AND ADMINISTRATOR. Pursuant to an administration, shareholder
services and distribution agreement ("distribution agreement"), Kemper
Distributors, Inc. ("KDI"), 222 South Riverside Plaza, Chicago, Illinois 60606,
an affiliate of Scudder Kemper, serves as distributor, administrator and
principal underwriter of each Fund to provide information and administrative and
distribution services for existing and potential shareholders. The distribution
agreement provides that KDI shall act as agent for each Fund for the sale of
Fund shares and shall appoint various financial services firms ("firms"), such
as broker-dealers and banks, to provide a cash management service for their
customers or clients through a Fund. The firms are to provide such office space
and equipment, telephone facilities, personnel and sales literature distribution
as is necessary or appropriate for providing information and services to the
firms' clients. For its services under the distribution agreement, the Trust
pays KDI an annual distribution services fee, payable monthly, of .50% of
average daily net assets of each Fund except the Michigan Fund, which pays .35%
of its average daily net assets. The fee is accrued daily as an expense of each
Fund.
KDI has related administrative services and selling group agreements with
various broker-dealer firms to provide cash management and other services for
Fund shareholders. KDI also has services agreements with banking firms to
provide such services, except for certain underwriting or distribution services
which the banks may be prohibited from providing under the Glass-Steagall Act,
for their clients who wish to invest in a Fund. If the Glass-Steagall Act should
prevent banking firms from acting in any capacity or providing any of the
described services, management will consider what action, if any, is
appropriate. Management does not believe that termination of a relationship with
a bank would result in any material adverse consequences to the Trust.
19
<PAGE> 23
Banks or other financial services firms may be subject to various state laws
regarding the services described above and may be required to register as
dealers pursuant to state law. KDI normally pays the firms at a maximum annual
rate of 50% (.35% for Michigan Fund) of average daily net assets of those
accounts that they maintain and service. In addition, KDI may, from time to
time, from its own resources pay certain firms additional amounts for such
services including, without limitation, fixed dollar amounts and amounts based
upon a percentage of net assets or increased net assets in those portfolio
accounts that said firms maintain and service. KDI may elect to keep a portion
of the total distribution services fee to compensate itself for functions
performed for a Fund or to pay for sales materials or other promotional
activities. Since the distribution agreement provides for fees that are used by
KDI to pay for distribution and administration services, the agreement along
with the related administration services and selling group agreements and the
plan contained therein are approved and reviewed in accordance with Rule 12b-1
under the 1940 Act, which regulates the manner in which an investment company
may, directly or indirectly, bear the expenses of distributing its shares.
Since the fee payable to KDI under the distribution agreement is based upon a
percentage of the average daily net assets of each Fund and not upon the actual
expenditures of KDI, the expenses of KDI (which may include overhead expense)
may be more or less than the fees received by it under the distribution
agreement. For example, during the fiscal year ended March 31, 1997 for the New
York Fund, KDI incurred expenses under the distribution agreement of
approximately $170,000, while it received an aggregate fee under the
distribution agreement of $71,000 after an expense waiver of $111,000. If the
distribution agreement is terminated in accordance with its terms, the
obligation of the Trust to make payments to KDI pursuant to the distribution
agreement will cease and the Funds will not be required to make any payments
past the termination date. Thus, there is no legal obligation for a Fund to pay
any excess expenses incurred by KDI over its fees under the distribution
agreement if, for any reason, the distribution agreement is terminated in
accordance with its terms. Any cumulative expenses incurred by KDI in excess of
fees received may or may not be recovered through future fees under the
distribution agreement.
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary
Trust Company ("IFTC"), 801 Pennsylvania Avenue, Kansas City, Missouri 64105, as
custodian, and State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, as sub-custodian, have custody of all securities and cash
of the Trust. They attend to the collection of principal and income, and payment
for and collection of proceeds of securities bought and sold by the Trust. IFTC
also is the Trust's transfer and dividend-paying agent. Pursuant to a services
agreement with IFTC, KSvC, 811 Main Street, Kansas City, Missouri 64105, an
affiliate of Scudder Kemper, serves as Shareholder Service Agent of the Trust.
PERFORMANCE
From time to time, a Fund may advertise several types of performance information
including "yield," "effective yield," and "tax equivalent yield." Each of these
figures is based upon historical earnings and is not representative of the
future performance of a Fund. The yield of a Fund refers to the net investment
income generated by a hypothetical investment in the Fund 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 weekly
when annualized. The effective yield will be slightly higher than the yield due
to this compounding effect. Tax equivalent yield is the yield that a taxable
investment must generate in order to equal the Fund's yield for an investor in a
stated federal and, if applicable, state and local income tax bracket (normally
assumed to be the maximum tax rate). Tax equivalent yield is based upon, and
will be higher than, the portion of a Fund's yield that is tax-exempt.
The performance of a Fund may be compared to that of other money market mutual
funds or mutual fund indexes as reported by independent mutual fund reporting
services such as Lipper Analytical Services, Inc. A Fund's performance and its
relative size may be compared to other money market mutual funds as reported by
20
<PAGE> 24
IBC/Financial Data, Inc.'s or Money Market Insight(R), reporting services on
money market funds. Investors may want to compare a Fund's performance on an
after-tax basis to that of various bank products as reported by BANK RATE
MONITOR(TM), a financial reporting service that weekly publishes average rates
of bank and thrift institution money market deposit accounts and interest
bearing checking accounts or various certificate of deposit indexes. The
performance of a Fund also may be compared to that of U.S. Treasury bills and
notes. Certain of these alternative investments may offer fixed rates of return
and guaranteed principal and may be insured. In addition, investors may want to
compare a Fund's performance to the Consumer Price Index either directly or by
calculating its "real rate of return," which is adjusted for the effects of
inflation.
Information may be quoted from publications such as MORNINGSTAR, INC., THE WALL
STREET JOURNAL, MONEY MAGAZINE, FORBES, BARRON'S, FORTUNE, THE CHICAGO TRIBUNE,
USA TODAY, INSTITUTIONAL INVESTOR and REGISTERED REPRESENTATIVE. A Fund may
depict the historical performance of the securities in which it 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. A 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.
A Fund's yield will fluctuate. Shares of a Fund are not insured. Additional
information concerning a Fund's performance appears in the Statement of
Additional Information.
CAPITAL STRUCTURE
The Trust is an open-end, non-diversified management investment company, which
was organized under the name "Tax-Exempt New York Money Market Fund" as a
business trust under the laws of Massachusetts on March 2, 1990 with a single
investment portfolio. On May 21, 1997 the Trust changed its name from "Tax-
Exempt New York Money Market Fund" to "Investors Municipal Cash Fund."
The Trust may issue an unlimited number of shares of beneficial interest in one
or more series or "Funds," 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. Currently, the Trust has five Funds. None of the
Funds' shares are divided into classes. The Board of Trustees may authorize the
issuance of additional Funds if deemed desirable, each with its own investment
objective, policies and restrictions. Since the Trust offers multiple Funds, it
is known as a "series company." Shares of a Fund have equal noncumulative voting
rights and equal rights with respect to dividends, assets and liquidation of
such Fund subject to any preferences, rights or privileges of any classes of
shares within the Fund. Generally each class of shares issued by a particular
Fund would differ as to the allocation of certain expenses of the Fund 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 Trust is not
required to hold annual shareholders' meetings, and does not intend to do so.
However, it will hold special meetings as required or deemed desirable for such
purposes as electing trustees, changing fundamental policies or approving an
investment management agreement. Subject to the Agreement and Declaration of
Trust of the Trust, shareholders may remove trustees. Shareholders will vote by
Fund and not in the aggregate or by class except when voting in the aggregate is
required under the 1940 Act, such as for the election of trustees, or when the
Board of Trustees determines that voting by class is appropriate.
21
<PAGE> 25
INVESTORS
MUNICIPAL
CASH FUND
PROSPECTUS
MARCH 3, 1998
INVESTORS FLORIDA
MUNICIPAL CASH FUND
INVESTORS MICHIGAN
MUNICIPAL CASH FUND
INVESTORS NEW JERSEY
MUNICIPAL CASH FUND
INVESTORS PENNSYLVANIA
MUNICIPAL CASH FUND
TAX-EXEMPT NEW YORK
MONEY MARKET FUND
IMCF-1 3/98 (RECYCLE LOGO)printed on recycled paper
<PAGE> 26
INVESTORS MUNICIPAL CASH FUND
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART B
OF FORM N-1A AND STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
ITEM NUMBER LOCATION IN STATEMENT OF
OF FORM N-1A ADDITIONAL INFORMATION
------------ ------------------------
<S> <C> <C>
10. Cover Page............................... Cover Page
11. Table of Contents........................ Table of Contents
12. General Information and History.......... Inapplicable
13. Investment Objectives and Policies....... Municipal Securities; Investment Restrictions;
Appendix--Ratings of Investments
14. Management of the Fund................... Investment Manager and Shareholder Services;
Officers and Trustees
15. Control Persons and Principal Holders of
Securities............................... Officers and Trustees
16. Investment Advisory and Other Services... Investment Manager and Shareholder Services; Officers
and Trustees
17. Brokerage Allocation and Other
Practices................................ Portfolio Transactions
18. Capital Stock and Other Securities....... Dividends, Net Asset Value and Taxes;
Shareholder Rights
19. Purchase, Redemption and Pricing of
Securities Being Offered................. Purchase and Redemption of Shares
20. Tax Status............................... Dividends, Net Asset Value and Taxes
21. Underwriters............................. Investment Manager and Shareholder Services
22. Calculations of Performance Data......... Performance
23. Financial Statements..................... Financial Statements
</TABLE>
<PAGE> 27
INVESTORS MUNICIPAL CASH FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 3, 1998
INVESTORS FLORIDA MUNICIPAL CASH FUND ("FLORIDA FUND")
INVESTORS MICHIGAN MUNICIPAL CASH FUND ("MICHIGAN FUND")
INVESTORS NEW JERSEY MUNICIPAL CASH FUND ("NEW JERSEY FUND")
INVESTORS PENNSYLVANIA MUNICIPAL CASH FUND ("PENNSYLVANIA FUND")
TAX-EXEMPT NEW YORK MONEY MARKET FUND ("NEW YORK FUND")
222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
1-800-231-8568
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus of Investors Municipal Cash Fund (the
"Trust") dated March 3, 1998. The prospectus may be obtained without charge from
the Trust.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Municipal Securities........................................ B-1
Investment Restrictions..................................... B-7
Investment Manager and Shareholder Services................. B-9
Portfolio Transactions...................................... B-12
Purchase and Redemption of Shares........................... B-13
Dividends, Net Asset Value and Taxes........................ B-13
Performance................................................. B-14
Officers and Trustees....................................... B-20
Special Features............................................ B-21
Shareholder Rights.......................................... B-23
Report of Independent Auditors (May 8, 1997)................ B-25
Statement of Net Assets (May 8, 1997)....................... B-26
Report of Independent Auditors (February , 1998).......... B-27
Statement of Net Assets (February , 1998)................. B-28
Appendix--Ratings of Investments............................ B-29
</TABLE>
The financial statements appearing in the Trust's 1997 Annual and Semiannual
(unaudited financial statement) Reports to Shareholders are incorporated herein
by reference. The Trust's Annual and Semiannual Reports accompanies this
Statement of Additional Information. All adjustments necessary for a fair
statement of the results of operations for the period covered by the Semiannual
report are included. All such adjustments are of a normal recurring nature.
IMCF-13 3/98 (RECYCLE LOGO)printed on recycled paper
<PAGE> 28
MUNICIPAL SECURITIES
Municipal Securities that a Fund may purchase include, without limitation, debt
obligations issued to obtain funds for various public purposes, including the
construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, public utilities, schools,
streets, and water and sewer works. Other public purposes for which Municipal
Securities may be issued include refunding outstanding obligations, obtaining
funds for general operating expenses and obtaining funds to loan to other public
institutions and facilities.
Municipal Securities, such as industrial development bonds, are issued by or on
behalf of public authorities to obtain funds for purposes including privately
operated airports, housing, conventions, trade shows, ports, sports, parking or
pollution control facilities or for facilities for water, gas, electricity or
sewage and solid waste disposal. Such obligations, which may include lease
arrangements, are included within the term Municipal Securities if the interest
paid thereon qualifies as exempt from federal income taxes. Other types of
industrial development bonds, the proceeds of which are used for the
construction, equipment, repair or improvement of privately operated industrial
or commercial facilities, may constitute Municipal Securities, although the
current federal tax laws place substantial limitations on the size of such
issues.
Municipal Securities generally are classified as "general obligation" or
"revenue." General obligation notes are secured by the issuer's pledge of its
faith, credit and taxing power for the payment of principal and interest.
Revenue notes are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise or other specific revenue source. Industrial development bonds
which are Municipal Securities are in most cases revenue bonds and generally do
not constitute the pledge of the credit of the issuer of such bonds.
Examples of Municipal Securities which are issued with original maturities of
one year or less are short-term tax anticipation notes, bond anticipation notes,
revenue anticipation notes, construction loan notes, pre-refunded municipal
bonds, warrants and tax-free commercial paper.
Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by "Fannie Mae" (the Federal National Mortgage Association)
or "Ginnie Mae" (the Government National Mortgage Association) at the end of the
project construction period. Pre-refunded municipal bonds are bonds which are
not yet refundable, but for which securities have been placed in escrow to
refund an original municipal bond issue when it becomes refundable. Tax-free
commercial paper is an unsecured promissory obligation issued or guaranteed by a
municipal issuer. Each Fund may purchase other Municipal Securities similar to
the foregoing that are or may become available, including securities issued to
pre-refund other outstanding obligations of municipal issuers.
The Federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material and adverse changes in
the rights of holders of obligations issued by such subdivisions or authorities.
Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states, and legislation has been introduced to effect changes in public school
finances in some states. In other instances there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or Federal law which litigation ultimately could
affect the validity of those Municipal Securities or the tax-free nature of the
interest thereon.
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The following information as to certain risk factors is given to investors
because each Fund concentrates its investments in either Florida, New Jersey,
New York or Pennsylvania Municipal Securities (as defined in the prospectus).
Such information constitutes only a summary, does not purport to be a complete
description and is based upon information from official statements relating to
securities offerings of Florida, New Jersey, New York and Pennsylvania issuers.
FLORIDA FUND. In 1992, Florida voters approved a constitutional amendment
referred to as "Save Our Homes." This amendment limits ad valorem taxes on
homestead properties and restricts the ability of taxing entities to increase
real property taxes. While property taxes levied for payment of debt service are
not restricted by the limitation, the overall creditworthiness of the
governmental entity may be adversely affected. Taxing entities consisting
primarily of residential areas, particularly school districts, and those
entities close to their tax rate limitations are most likely to be adversely
affected.
Under current law, the State of Florida is required to maintain a balanced
budget such that current expenses are met from current revenues. Although
Florida does not currently impose an individual income tax, it does impose a
corporate income tax that is allocable to the State, in addition to an ad
valorem tax on intangible personal property and sales and use taxes. These taxes
are a major source of funds to meet Florida expenses, including repayment of,
and interest on, obligations backed solely by the full faith and credit of the
State, without recourse to any specific project.
Florida has experienced substantial population increases as a result of
migration to Florida from other areas of the United States and from foreign
countries which is expected to continue. Florida's growth was close to three
times the national average during the 1980's. This pace fueled concerns about
the need for resource management and conservation. Although growth has slowed
recently to about twice the national 1% annual rate, it is expected to remain
above average for the indefinite future. According to the 1990 census report,
Florida's population of 12.7 million was the fourth highest in the nation and
31% above 1980's 9.7 million, and it is expected to approach 15 million by 2000.
It is anticipated that corresponding increases in State revenues will be
necessary during this decade to meet increased burdens on the various public and
social services provided by Florida.
Florida's ability to meet the needs of its population will depend in part upon
its ability to foster business and economic growth. Florida's economy began
picking up in 1993 following a slow period in the early 1990's partly due to the
rebuilding following Hurricane Andrew (discussed below) and to some resurgence
in the nationwide economy. Employment numbers reflect the improved economic
picture in the State. The unemployment rate for 1996 was 5.1%, after peaking at
8.2% in 1992. The unemployment rate has stabilized at 5.1% for 1997. Commercial
construction remained weak while residential construction improved. Construction
has shifted to lower-valued multi-family units rather than the higher priced
single-family homes. International trade continues to grow in southern Florida.
Almost 10% of the state's workforce are directly or indirectly involved in
foreign trade. Florida also continues to experience employment gains in the
technology-based industry, the light manufacturing industry and the service
sector. Service industry payrolls grew by 74,700, or 3.6% during 1996. This
growth rate is expected to stabilize over the next several years. Healthcare
jobs are forecasted to be a large contributor to the increase in service
industry jobs. The largest contributor is business services. This growth
continues to diversify and better position Florida's overall economy, which was
previously dominated by agriculture and tourism. Tourism remains a major
industry in the state and accounts for 11% of Florida's economy. The number of
visitors to the state had steadily grown; however, in 1991 the number had
dropped for the first time. Visitors have steadily increased since then and the
state is expecting an increase of 4% for 1997. The number of visitors to the
state in 1996 reached a record level of approximately 43 million. Latin
Americans have become an increasingly larger portion of the number of visitors
to the state. The tourism industry directly employs about 900,000 people and
generates $33 billion in taxable spending. Florida's future economic and
business growth could be restricted by the natural limitations of available
environmental resources and the ability to finance adequate public facilities
such as roads and schools.
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<PAGE> 30
Despite Florida's rapid growth and recent acceleration in debt financing, the
State's debt burden remains lower than that of other large population states.
Net debt payable from state revenues is $613 per capita.
Fiscal year 1997 has benefited from a continued strong economy. The corporate
income tax and the sales tax have consistently outpaced budgeted amounts. An
additional $280 million has been added to the year's total revenues during the
month of October.
The State's economy should continue to benefit from good population growth,
economic diversification and an increase in foreign trade. These positive
economic factors combined with the State's moderate debt burden suggest a
certain level of stability in the State's credit outlook.
As of May 14, 1997, the State's general obligation debt was rated Aa by Moody's
Investors Service, Inc. ("Moody's") and AA+ by Standard & Poor's Corporation
("S&P").
MICHIGAN FUND. The principal sectors of Michigan's diversified economy are
manufacturing of durable goods (including automobiles and components and office
equipment), tourism and agriculture. The transportation equipment sector still
dominates manufacturing jobs at 31% of the total. As reflected in historical
employment figures, the State's economy has lessened its dependence upon durable
goods manufacturing. In 1960, employment in such industry accounted for 33% of
the State's workforce. This figure fell to 17.1% for the first 11 months of
1994. However, such manufacturing continues to be an important part of the
State's economy. This particular industry is highly cyclical, which adversely
affects the revenue streams of the State and its political subdivisions because
it adversely impacts tax sources, particularly sales taxes.
Michigan is a large exporter state. It mainly exports to Canada and Mexico. With
the passage of NAFTA, concerns were raised about its affect upon the State's
manufacturing base; but there has been little noticeable effect. Exports of
automobiles declined slightly, but this resulted more from the number of new
auto plants located outside of Michigan than from NAFTA. The State ended 1993
with the highest employment level in fifteen years. The unemployment rate for
1993 was 7.0% compared to 8.8% and 9.2% for 1992 and 1991, respectively. The
1994 unemployment rate was 5.9% and a record low rates were achieved throughout
1995, reflecting the continued improvement in Michigan's economy, particularly
the auto industry.
The State's financial position has improved in the last year because of greater
than anticipated revenues. Michigan's economy has continued to strengthen due to
the automotive industry. It had to do major maneuvering in fiscal years 1991
through 1993 to balance the books. The State used accounting changes,
expenditure reductions (hiring freeze, reduction in public aid) and delayed
payments to local governments to balance the budget. The State eliminated a
structural deficit in fiscal year 1992 and began 1993 with limited reserves. Due
to continued cost cutting efforts and greater than anticipated revenues from the
better than expected economic growth, fiscal year 1993 ended with a $312 million
surplus compared to $1.8 billion deficit from 1991. Fiscal year 1994 saw similar
results, and the strong revenue growth continued in fiscal year 1995. The
State's Rainy Day Fund contained $1 billion, or 6.7% of the General and School
Aid Funds at the conclusion of fiscal 1995. The State forecast underlying
revenue growth for fiscal year 1995 of 6%. The 1996 fiscal year budget was based
on a conservative revenue growth rate of 4.7%. Fiscal 1996 is expected to end
with a modest operating surplus. The fiscal 1997 budget is premised upon
conservative revenue growth assumptions.
At the present time the State does not levy any ad valorem taxes on real or
tangible personal property. In addition, the State Constitution limits the
extent to which municipalities or political subdivisions may levy taxes upon
real and personal property through a process that regulates assessments. On May
1, 1992, the Governor signed into law a bill relating to the manner by which
property taxes are assessed in Michigan. The bill required, among other things,
that 1992 real property tax assessments remain at 1991 assessment levels,
subject to certain adjustments. Two proposals relating to property tax reform
and to amend the State Constitution appeared on the ballot for the November 1992
general election and were defeated, and a third proposal was rejected at a
special election held June 2, 1992. In addition to the foregoing, several other
proposals for property tax reform in Michigan have been suggested and may again
be submitted to the electors at future
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<PAGE> 31
elections. On July 21, 1993, the Michigan State Legislature passed Senate Bill 1
and the Governor signed the Bill into law on August 19, 1993. Senate Bill 1,
which upon passage became Act 145 of the Michigan Public Acts of 1993 ("Act
145"), is the latest development in a long-term effort by the State and its
electorate to modify the local ad valorem property tax system. The law
significantly affects financing of K-12 school operations beginning with July 1,
1994 tax levies. Act 145 exempts all property in the State of Michigan from
millage levied for local school and intermediate school district operating
purposes. Millage levied for community colleges and millage levied for
voter-approved general obligation debt are not encompassed within the exemption.
Act 145 did not contain a method for replacing revenues lost by these exemptions
or provide for other means of financing public education. In December 1993, the
Michigan Legislature proposed a school funding program that included two funding
mechanisms. The initial funding program was to be voted on by the electorate at
an election that was held on March 15, 1994 and an alternative funding program
that would automatically go into effect should the initial program fail to be
approved. On March 15, 1994 the initial funding program was approved by the
voters and became effective July 1, 1994. The new funding program included an
increase in the state sales tax to 6 cents from 4 cents, a 2% real estate
transfer tax, a six mill property tax levied by the State on all property and an
eighteen mill property tax on commercial property, an interstate phone charge,
an increase in the cigarette tax, and additional revenue generated from the
implementation of Keno. In exchange for the implementation of the property tax
and increased taxes, the State's income tax was decreased to 4.4% from 4.6%. The
full effect of the change in the revenue structure for financing K-12 public
education has not been realized at either the local or state level. Depending
upon its effect on the State's finances, and as the funding for education
matures the State's method of financing public education may be altered.
As of December, 1996, the State's general obligation bonds are rated Aa by
Moody's, AA by Standard & Poor's and AA by Fitch.
NEW JERSEY FUND. New Jersey is the ninth most populous state in the nation. Per
capita income in 1993 was the second highest of the states and 129% of the
national average. The distribution of employment in New Jersey mirrors that of
the nation. After an extraordinary boom in the mid-1980's, New Jersey and the
rest of the Northeast fell into a recession a year before the national recession
officially began. Along with the rest of the Northeast, New Jersey climbed out
of the recession more slowly than the rest of the nation. Since 1992, the
unemployment rate in New Jersey has exceeded the national average; the
unemployment rates for New Jersey and the nation during the first quarter of
1995 were 6.9% and 5.9%, respectively.
New Jersey has a complicated debt structure. The State has $3.6 billion in G.O.
debt outstanding, nearly $2.0 billion in appropriation backed debt, and another
$1.2 billion in other tax-supported debt. Net tax-supported debt per capita is
$864, or twice the median and eleventh in the nation. Net tax-supported debt
represents 3.2% of personal income, 50% above the median and fifteenth in the
nation.
On a GAAP ("Generally Accepted Accounting Principles") basis, New Jersey has
achieved a surplus in each of the last three fiscal years, increasing its fund
balance to a large 12% of expenditures. On a budgetary basis, the State has
purposely drawn down the undesignated General Fund fund balance in recent years.
Even so, at the end of fiscal year 1994, the undesignated fund balance was 6% of
expenditures on a GAAP basis. Preliminary numbers for fiscal year 1995 indicate
a modest budgetary deficit, smaller than planned; the GAAP results cannot be
predicted yet. The fiscal year 1996 budget substantially reduces the reliance on
one-shots, and assumes a slower economy than in 1995. The budget has been well
received by the rating agencies.
The New Jersey Constitution provides, in part, that no money shall be drawn from
the State treasury except for appropriations made by law and that no law
appropriating money for any State purpose shall be enacted if the appropriations
contained therein, together with all prior appropriations made for the same
fiscal period, shall exceed the total amount of the revenue on hand and
anticipated to be available to meet such appropriations during such fiscal
period, as certified by the Governor.
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<PAGE> 32
The Local Government Cap Law (the "Cap Law") generally limits the year-to-year
increase of the total appropriations of any municipality and the tax levy of any
county to either five percent or an index rate determined annually by the
Director, whichever is less. However, where the index percentage rate exceeds
five percent, the Cap Law permits the governing body of any municipality or
county to approve the use of a higher percentage rate up to the index rate.
Further, where the index percentage rate is less than five percent, the Cap Law
also permits the governing body of any municipality or county to approve the use
of a higher percentage rate up to five percent. Regardless of the rate utilized,
certain exceptions exist to the Cap Law's limitation on increases in
appropriations. The principal exceptions to this limitation are municipal and
county appropriations to pay debt service requirements; to comply with certain
other State or federal mandates; amounts approved by referendum; and, in the
case of municipalities only, to fund the preceding year's cash deficit or to
reserve for shortfalls in tax collections.
State law also regulates the issuance of debt by local units. The Local Budget
Law limits the amount of tax anticipation notes that may be issued by local
units and requires the repayment of such notes within 120 days of the end of the
fiscal year (six months in the case of the counties) in which issued. With
certain exceptions, no local unit is permitted to issue bonds for the payment of
current expenses. Local units may not issue bonds to pay outstanding bonds,
except for refunding purposes and then only with the approval of the Local
Finance Board. Local units may issue bond anticipation notes for temporary
periods not exceeding in the aggregate approximately ten years from the date of
first issue. The debt that any local unit may authorize is limited to a
percentage of its equalized valuation basis, which is the average of the
equalized value of all taxable real property and improvements within the
geographic boundaries of the local unit, as annually determined by the Director
of the Division of Taxation, for each of the three most recent years.
As of October, 1996, the State's general obligation ratings were Aa1 by Moody's,
AA+ by S&P and AA+ by Fitch Investors Services, Inc.
NEW YORK FUND. With a population of 18 million, New York ranks third in
population among the fifty states. According to the census, New York gained 2.5%
in population between 1980 and 1990 after a loss of 3.7% in the prior decade.
New York City accounts for about 40% of the State's population. New York ranks
fourth in the nation in personal income; in 1995, per capita personal income was
119% of the national average. Employment peaked in 1989 at 8.2 million, and
declined 425,000 between 1989 and 1992. This was the most severe job loss since
recordkeeping began in 1939. Since then, the State has gained back about 200,000
private sector jobs, while government employment declined by 53,000. Employment
distribution is similar to that of the nation as a whole, except for a higher
concentration in Finance, Insurance and Real Estate (9.0% versus 5.8%
nationally), and a lower concentration in manufacturing (11.8% versus 15.3%
nationally). Unemployment is historically more cyclical than for the United
States as a whole, with lower unemployment in good times and higher unemployment
in bad. Since 1991, New York unemployment has exceeded the U.S. average.
The State's financial performance in fiscal year 1995 was relatively good due to
higher than budgeted growth in personal income taxes. The State still has an
accumulated deficit in its General Fund equal to 5% of expenditures.
Numerous bonds issued by various State agencies and authorities are either
guaranteed by the State or supported by the State through lease-purchase
arrangements, other contractual obligations or moral obligation provisions. As
of December 31, 1995, the principal amount of New York State general obligation
bonds outstanding was $5.2 billion and the principal amount of state-guaranteed
and lease-purchase debt outstanding was $23 billion. In addition, the State has
committed itself on other debt, the outstanding amount of which is $358 million;
much of this debt is self-supporting from outside revenue sources. The State has
had to make large appropriations in recent years to enable State agencies to
meet their financial obligations and, in some cases, prevent default. Additional
assistance will probably be required in this and later years since certain
localities and authorities, particularly the Metropolitan Transit Authority,
continue to experience financial difficulties.
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Between fiscal year 1992 and fiscal year 1994, New York materially improved its
finances. At the end of fiscal year 1991, the accumulated General Fund deficit
exceeded $6 billion on a GAAP basis. By the close of fiscal year 1996 the
deficit had been reduced to less than $3 billion. The State's fiscal year 1997
budget projects an ending cash surplus of $1.3 billion, the result of higher tax
revenues and greater than expected cost containment.
Certain other State agencies, such as the New York State Urban Development
Corporation ("UDC"), the Battery Park City Authority and the Housing Finance
Agency ("HFA") are also dependent upon State legislative appropriations in order
to meet their bond obligations. In February, 1975, UDC defaulted on $1 billion
of its short-term notes and the State appropriated amounts to cure the default.
HFA has a $390 million mortgage on the Co-op City Project located in New York
City. Co-op City has had difficulties in meeting its mortgage payments to HFA
owing to rent strikes by tenants, disputes with the City of New York and other
factors. Yonkers and Buffalo have also experienced financial difficulties, which
have required State appropriations to meet the financial obligations of both
cities. In the case of Yonkers, a State agency that has been monitoring finances
since 1984 took control of all City spending in view of court fines and
financial problems resulting from Yonkers' refusal and delay in implementing a
Court ordered desegregation plan. In addition, counties and other localities on
Long Island have financial problems, including those relating to the Long Island
Lighting Company's construction of its Shoreham nuclear power facility, which
could lead to requests for additional State assistance.
In 1975, New York City (the "City") suffered several financial crises. To help
New York City out of its financial difficulties, the State legislature created
the Municipal Assistance Corporation ("MAC") in 1975. MAC has the authority to
issue bonds and notes and pay or lend the proceeds to the City. MAC also has the
authority to exchange its obligations for City obligations. MAC bonds are
payable out of certain State sales and use taxes imposed within the City, State
stock transfer taxes and per capita State aid to the City. The State is not,
however, obligated to continue these taxes, nor to continue appropriating
revenues from these taxes, nor to continue the appropriation of per capita State
aid to pay MAC obligations. MAC does not have taxing powers, and its bonds are
not obligations enforceable against either the City or the State.
Since 1975, the City's financial condition has been subject to oversight and
review by the New York State Financial Control Board (the "Control Board") and
since 1978 its financial statements have been audited by independent accounting
firms. To be eligible for guarantees and assistance, the City was required to
submit annually to the Control Board a financial plan for the next four fiscal
years covering the City and certain agencies showing balanced budgets determined
in accordance with generally accepted accounting principles. Although the
Control Board's powers of prior approval were suspended effective June 30, 1986
because the City had satisfied certain statutory conditions, the City continues
to submit four year plans to the Control Board for its review. The City
completed fiscal year 1996 with a balanced budget.
In March 1990, "S&P" lowered its rating of New York State's general obligation
debt from AA- to A. In addition, S&P and Moody's lowered their ratings of New
York State's short-term notes from SP-1+ to SP-1 and from MIG-1 to MIG-2,
respectively. In February 1991, Moody's lowered its rating of New York City's
general obligation debt from A to BAA1. In January 1992, Moody's lowered its
rating of New York State legislative appropriations bonds from A to Baa1 and S&P
lowered its rating of New York State legislative appropriations bonds from BBB+
to BBB and of New York State general obligation bonds from A to A-. As of
December, 1996 New York City's general obligation debt are rated Baa1 by Moody's
and BBB+ by S&P. As of December, 1996, general obligation bonds of the State of
New York are rated A and A- by Moody's and S&P, respectively.
PENNSYLVANIA FUND. Pennsylvania is the fifth largest state in terms of
population. Pennsylvania's resource base has remained stable during the past two
decades. The Census Bureau estimates that the Commonwealth's population
increased 1.6% between 1990 and 1995 to 12.1 million people. This is positive
news after the Commonwealth's population increased a slight .1% during the
1980's to 11,882,000 in 1990 from 11,864,000 in 1980. Pennsylvania is a highly
urbanized state with approximately 85% of its population residing in
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<PAGE> 34
metropolitan areas. Similar to national trends, the Commonwealth's central
cities have lost population to the outlying areas. Pittsburgh and Philadelphia
contain approximately 50% of the Commonwealth's population. Pittsburgh and
Philadelphia lost population while their metropolitan areas experienced a total
gain. Philadelphia's population decreased 6% during the 1980's while
Pittsburgh's declined 12.8%.
Pennsylvania's large population base provides the sixth largest workforce in the
U.S. The economic activity in the Commonwealth has traditionally centered around
manufacturing and mining, particularly steel and coal. The 1980's saw
Pennsylvania diversify the economic base away from the traditional manufacturing
and mining industries into the service industry. Manufacturing employment as a
percent of total employment declined from 22% in 1986 to 19% in 1991 and has
fallen slightly further to 17.9% in 1995. Employment in the service industries
continues to offset any decline in manufacturing. Service employment increased
to 30.4% of total employment in 1995 compared to 25% in 1986.
The Commonwealth has been able to favorably improve its financial position since
a financial crisis in 1991. The Commonwealth faced a $1.1 billion deficit in
1991 following a severe recession and a corresponding decline in revenues.
Following a major budgetary revision package in 1992 and improved economic
activity the Commonwealth has turned its financial position around and ended
fiscal year 1994 with a General Fund unreserved balance of $329 million. The
Governor has put into place several tax reductions which have caused a reduction
in base revenues for the Commonwealth. The corporate income tax rate was reduced
from 12.25% to 9.99% over the past three years. The Commonwealth has been able
to maintain growth in expenditures to only 5% since 1993. This reduction has
helped the Commonwealth maintain a satisfactory financial position despite the
loss in revenues. The Commonwealth had ended fiscal year 1996 with a General
Fund balance of $240 million and fiscal year 1997 with a balance of $430
million. This is reflective of the continued economic growth and budgetary
constraints the Commonwealth has instituted. The Commonwealth now has a balance
of $223.6 million in the Rainy Day Fund.
As of November 19, 1997, all outstanding general obligation bonds of the
Commonwealth of Pennsylvania were rated AA- by S&P and Aa3 by Moody's. Local
municipalities issuing Pennsylvania municipal securities, although impacted in
general by the economic condition of the Commonwealth, have credit ratings that
are determined with reference to the economic condition of such local
municipalities. For example, as of November 19, 1997, the ratings on the
long-term obligations of the City of Philadelphia (the "City") supported by
payments from the City's General Fund were rated Baa by Moody's and BBB by S&P.
INVESTMENT RESTRICTIONS
Each Fund has adopted certain investment restrictions which cannot be changed
without approval by holders of a majority of its outstanding voting shares. As
defined in the Investment Company Act of 1940 ("1940 Act"), this means the
lesser of the vote of (a) 67% of a Fund's shares present at a meeting where more
than 50% of the outstanding shares are present in person or by proxy; or (b)
more than 50% of a Fund's shares.
The New York Fund may not, as a fundamental policy:
(1) Purchase securities (other than securities of the United States Government,
its agencies or instrumentalities or of a state or its political subdivisions)
if as a result of such purchase more than 25% of the Fund's total assets would
be invested in any one industry.
(2) Purchase securities of any issuer (other than obligations of, or guaranteed
by, the United States Government, its agencies or instrumentalities) if, as a
result, more than 5% of the Fund's total assets would be invested in securities
of that issuer; except that, as to 50% of the value of the Fund's total assets,
the Fund may invest up to 25% of its total assets in the securities of any one
issuer. For purposes of this limitation, the Fund will regard as the issuer the
entity that has the primary responsibility for the payment of interest and
principal.
B-7
<PAGE> 35
(3) Make loans to others (except through the purchase of debt obligations or
repurchase agreements in accordance with its investment objective and policies).
(4) Borrow money except as a temporary measure for extraordinary or emergency
purposes and then only in an amount up to one-third of the value of its total
assets, in order to meet redemption requests without immediately selling any
money market instruments. (Any such borrowings under this section will not be
collateralized.) If, for any reason, the current value of the Fund's total
assets falls below an amount equal to three times the amount of its indebtedness
from money borrowed, the Fund will, within three days (not including Sundays and
holidays), reduce its indebtedness to the extent necessary. The Fund will not
borrow for leverage purposes and will not purchase securities or make
investments while borrowings are outstanding.
(5) Make short sales of securities or purchase securities on margin, except to
obtain such short-term credits as may be necessary for the clearance of
transactions.
(6) Write, purchase or sell puts, calls or combinations thereof, although the
Fund may purchase Municipal Securities subject to Standby Commitments, Variable
Rate Demand Notes or Repurchase Agreements in accordance with its investment
objective and policies.
(7) Purchase or retain the securities of any issuer if any of the officers,
trustees or directors of the Fund or its investment adviser owns beneficially
more than 1/2 of 1% of the securities of such issuer and together own more than
5% of the securities of such issuer.
(8) Invest for the purpose of exercising control or management of another
issuer.
(9) Invest in commodities or commodity futures contracts or in real estate (or
real estate limited partnerships) except that the Fund may invest in Municipal
Securities secured by real estate or interests therein and securities of issuers
that invest or deal in real estate.
(10) Invest in interests in oil, gas or other mineral exploration or development
programs or leases, although it may invest in Municipal Securities of issuers
that invest in or sponsor such programs or leases.
(11) Underwrite securities issued by others except to the extent the Fund may be
deemed to be an underwriter, under the federal securities laws, in connection
with the disposition of portfolio securities.
(12) Issue senior securities as defined in the 1940 Act.
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation. The New York
Fund may invest more than 25% of its total assets in industrial development
bonds. The New York Fund did not borrow money as permitted by investment
restriction number 4 in the latest fiscal period, and it has no present
intention of borrowing during the coming year.
The Florida, Michigan, New Jersey and Pennsylvania Funds each may not, as a
fundamental policy:
(1) Purchase securities (other than securities of the United States Government,
its agencies or instrumentalities or of a state or its political subdivisions)
if as a result of such purchase more than 25% of the Fund's total assets would
be invested in any one industry.
(2) Purchase securities of any issuer (other than obligations of, or guaranteed
by, the United States Government, its agencies or instrumentalities) if, as a
result, more than 5% of the Fund's total assets would be invested in securities
of that issuer; except that, as to 50% of the value of the Fund's total assets,
the Fund may invest up to 25% of its total assets in the securities of any one
issuer. For purposes of this limitation, the Fund will regard as the issuer the
entity that has the primary responsibility for the payment of interest and
principal.
(3) Make loans to others (except through the purchase of debt obligations or
repurchase agreements in accordance with its investment objective and policies).
B-8
<PAGE> 36
(4) Borrow money except as a temporary measure for extraordinary or emergency
purposes and then only in an amount up to one-third of the value of its total
assets, in order to meet redemption requests without immediately selling any
money market instruments. (Any such borrowings under this section will not be
collateralized.) If, for any reason, the current value of the Fund's total
assets falls below an amount equal to three times the amount of its indebtedness
from money borrowed, the Fund will, within three days (not including Sundays and
holidays), reduce its indebtedness to the extent necessary. The Fund will not
borrow for leverage purposes and will not purchase securities or make
investments while borrowings are outstanding.
(5) Make short sales of securities or purchase securities on margin, except to
obtain such short-term credits as may be necessary for the clearance of
transactions.
(6) Invest in commodities or commodity futures contracts or in real estate (or
real estate limited partnerships) except that the Fund may invest in Municipal
Securities secured by real estate or interests therein and securities of issuers
that invest or deal in real estate.
(7) Underwrite securities issued by others except to the extent the Fund may be
deemed to be an underwriter, under the federal securities laws, in connection
with the disposition of portfolio securities.
(8) Issue senior securities as defined in the 1940 Act.
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation. A Fund may
invest more than 25% of its total assets in industrial development bonds. The
Florida, Michigan, New Jersey and Pennsylvania Funds each have adopted the
following non-fundamental restrictions, which may be changed by the Board of
Trustees without shareholder approval.
The Florida, Michigan, New Jersey and Pennsylvania Funds each may not:
(i) Write, purchase or sell puts, calls or combinations thereof, although the
Fund may purchase Municipal Securities subject to Standby Commitments, Variable
Rate Demand Notes or Repurchase Agreements in accordance with its investment
objective and policies.
(ii) Invest for the purpose of exercising control or management of another
issuer.
Although the Trust has registered as a "non-diversified" investment company,
each Fund must meet the diversification requirements of Rule 2a-7 under the 1940
Act. Rule 2a-7 generally provides that a single state money fund shall not, as
to 75% of its assets, invest more than 5% of its assets in the securities of an
individual issuer, provided that the fund may not invest more than 5% of its
assets in the securities of an individual issuer unless the securities are First
Tier Securities (as defined in Rule 2a-7).
INVESTMENT MANAGER AND SHAREHOLDER SERVICES
INVESTMENT MANAGER. Scudder Kemper Investments, Inc. ("Scudder Kemper") is the
investment manager for each Fund. Scudder Kemper 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.
Pursuant to an investment management agreement, Scudder Kemper acts as each
Fund's investment adviser, manages its investments, administers its business
affairs, furnishes office facilities and equipment, provides clerical,
bookkeeping and administrative services, provides shareholder and information
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, brokerage commissions or transaction costs, taxes, registration
fees, the fees and expenses of qualifying the Trust and its shares for
B-9
<PAGE> 37
distribution under federal and state securities laws and membership dues in the
Investment Company Institute or any similar organization.
The agreement provides that Scudder Kemper 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 Scudder Kemper in the
performance of its obligations and duties, or by reason of its reckless
disregard of its obligations and duties under the agreement.
The investment management agreement continues in effect from year to year so
long as its continuation is approved at least annually by (a) a majority vote of
the trustees who are not parties to such agreement or interested persons of any
such party except in their capacity as trustees of the Trust, cast in person at
a meeting called for such purpose, and (b) by the shareholders of the Fund
subject thereto or the Board of Trustees. 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 Fund subject thereto, and will terminate automatically upon assignment.
If additional Funds become subject to the investment management agreement, the
provisions concerning continuation, amendment and termination shall be on a Fund
by Fund basis and the management fee and the expense limitation shall be
computed based upon the average daily net assets of all Funds subject to the
agreement and shall be allocated among such Funds based upon the relative net
assets of such Funds. Additional Funds may be subject to a different agreement.
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 ZKI, a subsidiary of Zurich
and the former investment manager to the Fund and Scudder changed its name to
Scudder Kemper Investments, Inc. ("Scudder Kemper"). As a result of the
transaction, Zurich owns approximately 70% of Scudder Kemper, with the balance
owned by Scudder Kemper's officers and employees.
Because the transaction between Scudder and Zurich resulted in the assignment of
the Fund's investment management agreement with ZKI, the agreement was deemed to
be automatically terminated upon consummation of the transaction. In
anticipation of the transaction, however, a new investment management agreement
between the Fund and Scudder Kemper was approved by the Fund's Board of Trustees
and shareholders. The new investment management agreement was effective as of
December 31, 1997 and will be in effect for an initial term ending on the same
date as would the previous investment management agreement with ZKI.
The Fund's investment management agreement is on substantially similar terms as
the investment management agreement terminated by the transaction, except that
Scudder Kemper is the new investment adviser to the Fund.
For the services and facilities furnished, the Funds pays a monthly investment
management fee, on a graduated basis of 1/12 of the following annual fee .22% of
the first $500 million of combined average daily net assets of all Funds, .20%
of the next $500 million, .175% of the next $1 billion, .16% of the next $1
billion and .15% of combined average daily net assets over $3 billion of all
Funds. The table below shows the total advisory fees paid by each Fund to ZKI,
the former adviser, for the past three years (after waivers noted below).
<TABLE>
<CAPTION>
FUND 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C>
Florida*....................................... $ N.A. N.A. N.A.
Michigan*...................................... $ N.A. N.A. N.A.
New Jersey*.................................... $ N.A. N.A. N.A.
New York....................................... $ 0 0 21,000
Pennsylvania*.................................. $ N.A. N.A. N.A.
</TABLE>
- ---------------
* The Florida, New Jersey and Pennsylvania Funds commenced operations on May 22,
1997, May 23, 1997 and May 21, 1997, respectively, and the Michigan Fund will
commence operations on or about March 2, 1998.
B-10
<PAGE> 38
Scudder Kemper has agreed to temporarily waive its management fee and absorb
certain operating expenses of the Funds to the extent described in the
prospectus. See "Investment Manager and Shareholder Services" in the prospectus.
During the fiscal years ended March 31, 1997, 1996 and 1995, ZKI waived or
absorbed $191,000, $57,000 and $41,000, respectively, of the New York Fund's
operating expenses.
Certain trustees or officers of the Trust are also directors or officers of
Scudder Kemper and KDI as indicated under "Officers and Trustees."
FUND ACCOUNTING AGENT. Scudder Fund Accounting Corporation ("SFAC"), a
subsidiary of Scudder Kemper is responsible for determining the daily net asset
value per share of the Funds and maintaining all accounting records related
hereto. Currently, SFAC receives no fee for its services to the Fund.
DISTRIBUTOR AND ADMINISTRATOR. Pursuant to an administration, shareholder
services and distribution agreement ("distribution agreement"), Kemper
Distributors, Inc. ("KDI") serves as distributor, administrator and principal
underwriter to the Funds to provide information and services for existing and
potential shareholders. The distribution agreement provides that KDI shall act
as agent for each Fund in the sale of Fund shares and shall appoint various
firms to provide a cash management service for their customers or clients
through a Fund. The firms are to provide such office space and equipment,
telephone facilities, personnel and sales literature distribution as is
necessary or appropriate for providing information and services to the firms'
clients and prospective clients. The Trust pays 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 continuous offering of shares to prospective investors. KDI pays for
supplementary sales literature and advertising. For its services as distributor,
the Trust pays KDI an annual distribution services fee, payable monthly, of .50%
of average daily net assets of each Fund (except Michigan Fund which pays .35%).
The distribution agreement continues in effect from year to year so long as its
continuation is approved at least annually by a majority of the trustees who are
not parties to such agreement or interested persons of the Trust and who have no
direct or indirect financial interest in the agreement or in any agreement
related thereto. The 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 six months notice. Termination 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 vote of the outstanding shares of the
Fund subject thereto. The fee payable pursuant to the distribution agreement for
a Fund may not be increased without approval of the shareholders of that Fund
and all material amendments must in any event be approved by the Board of
Trustees in the manner described above with respect to the continuation of the
agreement. The provisions concerning the continuation, amendment and termination
of the distribution services agreement are on a Fund by Fund basis. The
distribution services fee is charged to the Funds based upon their relative net
assets, but the expenditures by KDI under the agreement need not be made on that
same basis.
KDI has related administration services and selling group agreements with
various broker-dealer firms to provide cash management and other 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 Fund
shares of client account balances, answering routine inquiries regarding a 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. KDI 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 a Fund. KDI also may provide some of the
above services for a Fund. KDI normally pays the firms at a maximum annual rate
of .50% of average net assets of those accounts that they maintain and service.
KDI may elect to keep a portion of the total administration fee to compensate
itself for functions performed for a Fund or to pay for sales materials or other
promotional activities.
Since the distribution agreement provides for fees which are used by KDI to pay
for distribution and administration services, the agreement along with the
related administrative services and selling group agreements are
B-11
<PAGE> 39
approved and renewed in accordance with Rule 12b-1 under the 1940 Act which
regulates the manner in which an investment company may, directly or indirectly,
bear expenses of distributing its shares.
During the fiscal year ended March 31, 1997, the New York Fund incurred a
distribution services fee of $182,000 before an expense waiver of $111,000.
Pursuant to the related services agreements, KDI remitted distribution services
fees of $142,000 to various firms. During the fiscal year ended March 31, 1997,
KDI incurred underwriting, distribution and administrative expenses in the
approximate amounts noted: service fees to firms $142,000 and marketing and
sales expenses $28,000, for a total of $170,000. A portion of the aforesaid
marketing and sales expenses could be considered overhead expense.
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary
Trust Company ("IFTC"), 801 Pennsylvania Avenue, Kansas City, Missouri 64105, as
custodian, and State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, as sub-custodian, have custody of all securities and cash
of the Trust. They attend to the collection of principal and income, and payment
for and collection of proceeds of securities bought and sold by the Trust. IFTC
is also the transfer agent of the Trust (see "Purchase of Shares" in the
prospectus). Pursuant to a services agreement with IFTC, Kemper Service Company
("KSvC"), an affiliate of Scudder Kemper, serves as "Shareholder Service Agent"
of the Trust and, as such, performs all of IFTC's duties as transfer agent and
dividend paying agent. IFTC receives, as transfer agent, and pays to KSvC 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, 1997, IFTC remitted
shareholder service fees in the amount of $33,000 to KSvC as Shareholder Service
Agent.
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 to the Fund.
PORTFOLIO TRANSACTIONS
Portfolio transactions are undertaken principally to pursue each Fund's
investment objective in relation to movements in the general level of interest
rates, to invest money obtained from the sale of Fund shares, to reinvest
proceeds from maturing portfolio securities and to meet redemptions of Fund
shares. These transactions may increase or decrease the yield of a Fund
depending upon management's ability to correctly time and execute such
transactions. Since a Fund's assets will be invested in short-term Municipal
Securities, its portfolio will turn over several times a year. However, since
securities with maturities of less than one year are excluded from required
portfolio turnover rate calculations, a Fund's turnover rate for reporting
purposes will be zero.
Scudder Kemper and its affiliates furnish investment management services for the
Kemper Funds, Zurich Money Funds and other clients including affiliated
insurance companies. At times investment decisions may be made to purchase or
sell the same investment security for a Fund and for one or more of the other
clients managed by Scudder Kemper or its affiliates. When two or more of such
clients are simultaneously engaged in the purchase or sale of the same security
through the same trading facility, the transactions are allocated as to amount
and price in a manner considered equitable to each.
Scudder Kemper, in effecting purchases and sales of portfolio securities for the
account of the Trust, will implement the Trust's policy of seeking the best
execution of orders. Consistent with this policy, orders for portfolio
transactions are placed with broker-dealer firms giving consideration to the
quality, quantity and nature of the firm's professional services, which include
execution, financial responsibility, responsiveness, clearance procedures, wire
service quotations and statistical and other research information provided to
the Trust and
B-12
<PAGE> 40
Scudder Kemper and its affiliates. Subject to seeking best execution of an
order, brokerage is allocated on the basis of all service provided. Any research
benefits derived are available for all clients including clients of Scudder
Kemper and its affiliates. 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 Trust for such
purchases. During the last three fiscal years the Trust 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
Fund shares 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 $1,000 and the minimum subsequent investment is $100 but
such minimum amounts may be changed at any time. The Trust may waive the minimum
for purchases by trustees, directors, officers or employees of a Fund or Scudder
Kemper and its affiliates. 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
Trust 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 Trust 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 Fund's investments is
not reasonably practicable, or (ii) it is not reasonably practicable for a 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
each Fund's shareholders.
Although it is the Trust'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 Trust 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 Trust has elected to be governed by Rule 18f-1 under the
1940 Act pursuant to which each Fund is obligated to redeem shares solely in
cash up to the lesser of $250,000 or 1% of the net assets of a Fund during any
90-day period for any one shareholder of record.
DIVIDENDS, NET ASSET VALUE AND TAXES
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 additional shares of a Fund normally on
the next to last business day of the month. The Trust will pay shareholders who
redeem their entire accounts all unpaid dividends at the time of redemption not
later than the next dividend payment date. Upon written request to the
Shareholder Service Agent, a shareholder may elect to have Fund dividends
invested without sales charge in shares of another Kemper Fund offering this
privilege at the net asset value of such other fund on the reinvestment date.
See "Special Features--Exchange Privilege" for a list of such other Kemper
Funds. To use this privilege of investing Fund dividends in shares of another
Kemper Fund, shareholders must maintain a minimum account value of $1,000 in
this Fund.
B-13
<PAGE> 41
Each Fund 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 original issue discount or premium, (b) plus or minus all
short-term realized gains and losses on investments and (c) minus accrued
expenses. Expenses of a Fund are accrued each day. Since a Fund's investments
are valued at amortized cost, there will be no unrealized gains or losses on
such investments. However, should the net asset value so computed 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
confirmation of dividends and of purchase and redemption transactions.
NET ASSET VALUE. As described in the prospectus, each Fund values its portfolio
instruments at amortized cost, which does not take into account unrealized
capital gains or losses. This involves initially valuing an instrument at its
cost and thereafter assuming a constant amortization to maturity of any discount
or premium, regardless of the effect 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 Fund would receive if it sold the instrument.
Calculations are made to compare the value of a Fund'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 Fund's
$1.00 per share net asset value, or if there were any other deviation that 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 a Fund'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 hold their shares and receiving, upon redemption, a
price per share lower than that which they paid. On the other hand, if a Fund'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.
TAXES. Interest on indebtedness which is incurred to purchase or carry shares of
a mutual fund which distributes exempt-interest dividends during the year is not
deductible for Federal income tax purposes. Further, a Fund may not be an
appropriate investment for persons who are "substantial users" of facilities
financed by industrial development bonds held by a Fund or are "related persons"
to such users; such persons should consult their tax advisers before investing
in a Fund.
The "Superfund Act of 1986" (the "Superfund Act") imposes a separate tax on
corporations at a rate of 0.12 percent of the excess of such corporation's
"modified alternative minimum taxable income" over $2 million. A portion of
tax-exempt interest, including exempt-interest dividends from a Fund, may be
includible in modified alternative minimum taxable income. Corporate
shareholders are advised to consult their tax advisers with respect to the
consequences of the Superfund Act.
PERFORMANCE
As reflected in the prospectus, historical performance calculations for the
Funds may be shown in the form of "yield," "effective yield," and "tax
equivalent yield." These various measures of performance are described below.
Scudder Kemper has agreed to absorb certain operating expenses of each Fund to
the extent described in the prospectus. Without this expense absorption, the
performance results noted herein would have been lower.
B-14
<PAGE> 42
Each Fund's 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 as
follows. The first calculation is net investment income per share, which is
accrued interest on portfolio securities, plus or minus amortized original issue
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 calculation. For the seven
day period ended September 30, 1997, the Florida Fund's yield was 2.95%, the New
Jersey Fund's yield was 2.96%, the New York Fund's yield was 3.14% and the
Pennsylvania Fund's yield was 3.17%.
Each Fund's 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 effective yield is: (base period return +1)365/7- 1. For the
seven day period ended September 30, 1997, the Florida Fund's effective yield
was 3.00%, the New Jersey Fund's effective yield was 3.00%, the New York Fund's
effective yield was 3.18% and the Pennsylvania Fund's effective yield was 3.22%.
The tax equivalent yield of a Fund is computed by dividing that portion of a
Fund's yield (computed as described above) which is tax-exempt by (one minus the
stated federal and, if applicable, state and local income tax rate) and adding
the result to that portion, if any, of the yield of a Fund that is not
tax-exempt. Based upon a marginal federal income tax rate of 37.1% for the
Florida Fund, a combined federal and New Jersey State marginal income tax rate
of 41.4% for the New Jersey Fund, a combined federal, New York State and New
York City marginal income tax rate of 43.5% for the New York Fund, and a
combined federal and Pennsylvania State marginal income tax rate of 38.9% for
the Pennsylvania Fund, and a yield computed as described above for the seven day
period ended September 30, 1997, the Florida Fund's tax equivalent yield was
4.69%, the New Jersey Fund's tax equivalent yield was 5.05%, the New York Fund's
tax equivalent yield was 5.56% and the Pennsylvania Fund's tax equivalent yield
was 5.19%. Based upon a marginal federal income tax rate of 37.1% for the seven
day period ended September 30, 1997, the New Jersey Fund's tax equivalent yield
was 4.71%, the New York Fund's tax equivalent yield was 4.99% and the
Pennsylvania Fund's tax-equivalent yield was 5.04%. For additional information
concerning tax-exempt yields, see "Tax-Exempt versus Taxable Yield" below.
Each Fund's yield fluctuates, and the publication of an annualized yield
quotation is not a representation as to what an investment in a Fund 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 Fund is held, but also on such matters as Fund
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 Fund with that of its competitors. Past
performance cannot be a guarantee of future results.
As indicated in the prospectus (see "Performance"), a Fund's performance may be
compared to that of other mutual funds tracked by Lipper Analytical Services,
Inc. ("Lipper"). Lipper performance calculations include the reinvestment of all
capital gain and income dividends for the periods covered by the calculations. A
Fund's performance also may be compared to other money market funds as reported
by IBC/Financial Data, Inc.'s ("IBC") or Money Market Insight(R), reporting
services on money market funds. As reported by IBC, 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.
The following investment comparisons are based upon information reported by
Lipper and IBC. In the comparison of performance to IBC Money Fund Averages(TM)
All Taxable and to Lipper Money Market Instrument Funds Average, the performance
of each Fund has been adjusted on a taxable equivalent basis assuming the
applicable marginal income tax rates noted immediately above (see "Tax-Exempt
versus Taxable Yield" below for more information concerning taxable equivalent
performance).
B-15
<PAGE> 43
IBC FINANCIAL DATA, INC.
<TABLE>
<CAPTION>
IBC FINANCIAL
DATA, INC.
MONEY FUND
AVERAGES(TM) ALL
FLORIDA NEW JERSEY NEW YORK PENNSYLVANIA TAX-FREE MONEY
PERIOD FUND FUND FUND FUND MARKET FUNDS
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
7 Days Ended 9/29/97................... 2.96% 2.96% 3.11% 3.05% 3.35%
1 Month Ended 9/29/97.................. 2.87 2.65 2.90 2.87 3.14
</TABLE>
<TABLE>
<CAPTION>
FLORIDA NEW JERSEY NEW YORK PENNSYLVANIA IBC FINANCIAL
FUND FUND FUND FUND DATA, INC.
TAXABLE TAXABLE TAXABLE TAXABLE MONEY FUND
EQUIVALENT EQUIVALENT EQUIVALENT EQUIVALENT AVERAGES(TM) ALL
PERIOD BASIS* BASIS* BASIS* BASIS* TAXABLE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
7 Days Ended 9/29/97................... 4.71% 5.05% 5.50% 4.99% 5.04%
1 Month Ended 9/29/97.................. 4.56 4.52 5.13 4.70 5.02
</TABLE>
LIPPER ANALYTICAL SERVICES, INC.
<TABLE>
<CAPTION>
LIPPER ALL
TAX-EXEMPT
FLORIDA NEW JERSEY NEW YORK PENNSYLVANIA MONEY MARKET
PERIOD FUND FUND FUND FUND FUNDS AVERAGE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 Month Ended 9/30/97.................. 0.23% 0.21% 0.24% 0.23% 0.26%
3 Months Ended 9/30/97................. 0.69 0.63 0.71 0.70 0.76
</TABLE>
<TABLE>
<CAPTION>
LIPPER
FLORIDA NEW JERSEY NEW YORK PENNSYLVANIA MONEY
FUND FUND FUND FUND MARKET
TAXABLE TAXABLE TAXABLE TAXABLE INSTRUMENT
EQUIVALENT EQUIVALENT EQUIVALENT EQUIVALENT FUNDS
PERIOD BASIS* BASIS* BASIS* BASIS* AVERAGE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 Month Ended 9/30/97.................. 0.37% 0.36% 0.42% 0.38% 0.40%
3 Months Ended 9/30/97................. 1.10 1.08 1.26 1.15 1.23
</TABLE>
- --------------------------------------------------------------------------------
* Source: Scudder Kemper (not reported in IBC or Lipper).
A Fund's performance also may be compared on an after-tax basis to various bank
products, including the average rate of bank and thrift institution money market
deposit accounts or interest bearing checking accounts as reported in the BANK
RATE MONITOR National Index(TM) of 100 leading bank and thrift institutions as
published by BANK RATE MONITOR(TM), N. Palm Beach, Florida 33408. The rates
published by the BANK RATE MONITOR National Index(TM) are averages of the
personal account rates offered on the Wednesday prior to the date of publication
by 100 of the leading bank and thrift institutions in the ten largest
Consolidated Standard Metropolitan Statistical Areas. Account minimums range
upward from $2,000 in each institution and compounding methods vary. Interest
bearing checking accounts generally offer unlimited check writing while money
market deposit accounts generally restrict the number of checks that may be
written. If more than one rate is offered, the lowest rate is used. Rates are
determined by the financial institution and are subject to change at any time.
Bank products represent a taxable alternative income producing product. Bank and
thrift institution deposit accounts may be insured. Shareholder accounts in a
Fund are not insured. Bank passbook savings accounts share some liquidity
features with money market mutual fund accounts but they may not offer all the
features available from a money market mutual fund, such as check writing. Bank
passbook savings accounts normally offer a fixed rate of interest while the
yield of a Fund fluctuates. Bank checking accounts normally do
B-16
<PAGE> 44
not pay interest but share some liquidity features with money market mutual fund
accounts (e.g., the ability to write checks against the account). Bank
certificates of deposit may offer fixed or variable rates for a set term.
(Normally, a variety of terms are available.) Withdrawal of these deposits prior
to maturity normally will be subject to a penalty. In contrast, shares of a Fund
are redeemable at the net asset value (normally $1.00 per share) next determined
after a request is received, without charge.
Investors also may want to compare a Fund's performance on an after-tax basis 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 value of obligations with shorter
maturities will fluctuate less than those with longer maturities. A Fund's yield
will fluctuate. Also, while each Fund seeks to maintain a net asset value per
share of $1.00, there is no assurance that it will be able to do so. Any such
comparisons may be useful to investors who wish to compare a Fund's past
performance with that of its competitors. Of course, past performance cannot be
a guarantee of future results.
A Fund's performance also may be compared to the Consumer Price Index, as
published by the U.S. Bureau of Labor Statistics, which is an established
measure of change over time in the prices of goods and services in major
expenditure groups.
TAX-EXEMPT VERSUS TAXABLE YIELD. You may want to determine which
investment--tax-exempt or taxable--will provide you with a higher after-tax
return. To determine the taxable equivalent yield, simply divide the yield from
the tax-exempt investment by the sum of [1 minus your marginal tax rate]. The
tables below are provided for your convenience in making this calculation for
selected tax-exempt yields and taxable income levels. These yields are presented
for purposes of illustration only and are not representative of any yield that a
Fund may generate. Both tables are based upon current law as to the 1997 federal
and state tax rates and brackets.
TAXABLE EQUIVALENT YIELD TABLE FOR PERSONS WHOSE ADJUSTED GROSS INCOME IS UNDER
$121,200
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
SINGLE JOINT YOUR
MARGINAL A TAX-EXEMPT YIELD OF:
FEDERAL TAX
TAXABLE INCOME RATE 2% 3% 4% 5% 6% 7%
IS EQUIVALENT TO A TAXABLE YIELD OF:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
$24,650 - $59,750 $41,200 - $99,600 28.0% 2.78 4.17 5.56 6.94 8.33 9.72
- ---------------------------------------------------------------------------------------------------------------------------------
Over $59,750 Over $99,600 31.0 2.90 4.35 5.80 7.25 8.70 10.14
=================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
SINGLE JOINT COMBINED
MICHIGAN A TAX-EXEMPT YIELD OF:
AND FEDERAL
TAXABLE INCOME TAX RATE 2% 3% 4% 5% 6% 7%
IS EQUIVALENT TO A TAXABLE YIELD OF:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
$24,650 - $59,750 $41,200 - $99,600 31.2% 2.91 4.36 5.81 7.26 8.72 10.17
- ---------------------------------------------------------------------------------------------------------------------------------
Over $59,750 Over $99,600 34.0 3.03 4.55 6.06 7.58 9.10 10.61
=================================================================================================================================
</TABLE>
B-17
<PAGE> 45
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SINGLE
JOINT COMBINED
NEW JERSEY A TAX-EXEMPT YIELD OF:
AND FEDERAL
TAXABLE INCOME TAX RATE 2% 3% 4% 5% 6% 7%
IS EQUIVALENT TO A TAXABLE YIELD OF:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
$24,650 - $35,000 $41,200 -$50,000 29.3% 2.83 4.24 5.65 7.07 8.48 9.90
- ---------------------------------------------------------------------------------------------------------------------------------
$50,000 -$70,000 29.8 2.85 4.27 5.70 7.12 8.54 9.97
- ---------------------------------------------------------------------------------------------------------------------------------
$35,000 - $40,000 $70,000 -$80,000 30.5 2.88 4.32 5.76 7.20 8.64 10.07
- ---------------------------------------------------------------------------------------------------------------------------------
$40,000 - $59,750 $80,000 - $99,600 32.0 2.94 4.41 5.88 7.35 8.82 10.29
- ---------------------------------------------------------------------------------------------------------------------------------
$59,750 - $75,000 $99,600 -$150,000 34.8 3.07 4.60 6.14 7.67 9.20 10.74
- ---------------------------------------------------------------------------------------------------------------------------------
Over $75,000 Over $150,000 35.4 3.10 4.64 6.19 7.74 9.29 10.84
=================================================================================================================================
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SINGLE
JOINT COMBINED
N.Y. CITY,
N.Y. STATE A TAX-EXEMPT YIELD OF:
AND FEDERAL
TAXABLE INCOME TAX RATE** 2% 3% 4% 5% 6% 7%
IS EQUIVALENT TO A TAXABLE YIELD OF:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
$24,650 - $59,750 $41,200 - $99,600 35.4% 3.10 4.64 6.19 7.74 9.29 10.84
- ---------------------------------------------------------------------------------------------------------------------------------
Over $59,750 Over $99,600 38.1 3.23 4.85 6.46 8.08 9.69 11.31
=================================================================================================================================
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SINGLE
JOINT COMBINED
PENNSYLVANIA A TAX-EXEMPT YIELD OF:
AND FEDERAL
TAXABLE INCOME TAX RATE 2% 3% 4% 5% 6% 7%
IS EQUIVALENT TO A TAXABLE YIELD OF:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------
$24,650 - $59,750 $41,200 -$99,600 30.0% 2.86 4.29 5.72 7.14 8.57 10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Over $59,750 Over $99,600 32.9 2.98 4.47 5.96 7.46 8.95 10.44
==================================================================================================================================
</TABLE>
TAXABLE EQUIVALENT YIELD TABLE FOR PERSONS WHOSE ADJUSTED GROSS INCOME IS OVER
$121,200
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SINGLE
JOINT YOUR
MARGINAL A TAX-EXEMPT YIELD OF:
FEDERAL TAX
TAXABLE INCOME RATE 2% 3% 4%
IS EQUIVALENT TO A TAXABLE
YIELD OF:
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
$59,750 - $124,650 $99,600 - $151,750 31.9% 2.94 4.41 5.87
- ---------------------------------------------------------------------------------------------------
$124,650 - $271,050 $151,750 - $271,050 37.1 3.18 4.77 6.36
- ---------------------------------------------------------------------------------------------------
Over $271,050 Over $271,050 40.8 3.38 5.07 6.76
===================================================================================================
<CAPTION>
SINGLE
A TAX-EXEMPT YIELD OF:
TAXABLE INCOME 5% 6% 7%
<S> <C> <C> <C>
- -------------------
$59,750 - $124,650 7.34 8.81 10.28
- -------------------
$124,650 - $271,050 7.95 9.54 11.13
- -------------------
Over $271,050 8.45 10.14 11.82
===================
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SINGLE JOINT COMBINED
MICHIGAN A TAX-EXEMPT YIELD OF:
AND FEDERAL
TAXABLE INCOME TAX RATE 2% 3% 4%
IS EQUIVALENT TO A TAXABLE
YIELD OF:
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
$59,750 - $121,300 $99,600 - $147,700 34.9% 3.07 4.61 6.14
- ---------------------------------------------------------------------------------------------------
$121,300 - $263,750 $147,700 - $263,750 39.9 3.33 4.99 6.66
- ---------------------------------------------------------------------------------------------------
Over $263,750 Over $263,750 43.4 3.53 5.30 7.07
===================================================================================================
<CAPTION>
SINGLE
A TAX-EXEMPT YIELD OF:
TAXABLE INCOME 5% 6% 7%
<S> <C> <C> <C>
- -------------------
$59,750 - $121,300 7.68 9.22 10.75
- -------------------
$121,300 - $263,750 8.32 9.98 11.65
- -------------------
Over $263,750 8.83 10.60 12.37
===================
</TABLE>
B-18
<PAGE> 46
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SINGLE JOINT COMBINED
NEW JERSEY A TAX-EXEMPT YIELD OF:
AND FEDERAL
TAXABLE INCOME TAX RATE 2% 3% 4%
IS EQUIVALENT TO A TAXABLE
YIELD OF:
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
$59,750 - $75,000 $99,600 - $150,000 35.7% 3.11 4.67 6.22
- ---------------------------------------------------------------------------------------------------
$75,000 - $124,650 36.2 3.13 4.70 6.27
- ---------------------------------------------------------------------------------------------------
$124,650 - $271,050 $150,000 - $271,050 41.1 3.40 5.09 6.79
- ---------------------------------------------------------------------------------------------------
Over $271,050 Over $271,050 44.6 3.61 5.42 7.22
===================================================================================================
<CAPTION>
SINGLE
A TAX-EXEMPT YIELD OF:
TAXABLE INCOME 5% 6% 7%
<S> <C> <C> <C>
- -------------------
$59,750 - $75,000 7.78 9.33 10.89
- -------------------
$75,000 - $124,650 7.84 9.40 10.97
- -------------------
$124,650 - $271,050 8.49 10.19 11.88
- -------------------
Over $271,050 9.03 10.83 12.64
===================
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SINGLE JOINT COMBINED
N.Y. CITY,
N.Y. STATE A TAX-EXEMPT YIELD OF:
AND FEDERAL
TAXABLE INCOME TAX RATE** 2% 3% 4%
IS EQUIVALENT TO A TAXABLE
YIELD OF:
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
$59,750 - $124,650 $99,600 - $151,750 38.9% 3.27 4.91 6.55
- ---------------------------------------------------------------------------------------------------
$124,650 - $271,050 $151,750 - $271,050 43.5% 3.54 5.31 7.08
- ---------------------------------------------------------------------------------------------------
Over $271,050 Over $271,050 46.9 3.77 5.65 7.53
===================================================================================================
<CAPTION>
SINGLE
A TAX-EXEMPT YIELD OF:
TAXABLE INCOME 5% 6% 7%
<S> <C> <C> <C>
- -------------------
$59,750 - $124,650 8.18 9.82 11.46
- -------------------
$124,650 - $271,050 8.85 10.62 12.39
- -------------------
Over $271,050 9.42 11.30 13.18
===================
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SINGLE JOINT COMBINED
PENNSYLVANIA A TAX-EXEMPT YIELD OF:
AND FEDERAL
TAXABLE INCOME TAX RATE 2% 3% 4%
IS EQUIVALENT TO A TAXABLE
YIELD OF:
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
$59,750 - 121,300 $99,600 - $147,700 33.8% 3.02 4.53 6.04
- ----------------------------------------------------------------------------------------------------
$121,300 - $271,050 $147,700 - $263,750 38.9 3.27 4.91 6.55
- ----------------------------------------------------------------------------------------------------
Over $271,050 Over $263,750 42.5 3.48 5.22 6.96
====================================================================================================
<CAPTION>
SINGLE
A TAX-EXEMPT YIELD OF:
TAXABLE INCOME 5% 6% 7%
<S> <C> <C> <C>
- -------------------
$59,750 - 121,300 7.55 9.06 10.57
- -------------------
$121,300 - $271,050 8.18 9.82 11.46
- -------------------
Over $271,050 8.70 10.43 12.17
===================
</TABLE>
* This table assumes a decrease of $3.00 of itemized deductions for each $100
of adjusted gross income over $121,200. For a married couple with adjusted
gross income between $181,800 and $304,300 (single between $121,200 and
$243,700), add 0.7% to the above Marginal Federal Tax Rate for each personal
and dependency exemption. The taxable equivalent yield is the tax-exempt
yield divided by: 100% minus the adjusted tax rate. For example, if the table
tax rate is 37.1% and you are married with no dependents, the adjusted tax
rate is 38.5% (37.1% + 0.7% + 0.7%). For a tax-exempt yield of 6%, the
taxable equivalent yield is about 9.8% (6% / (100% - 38.5%)).
** The tables do not reflect the impact of the New York State Tax Table Benefit
Recapture that is intended to eliminate the benefit of the graduated rate
structure and applies to taxable income between $100,000 and $150,000.
B-19
<PAGE> 47
OFFICERS AND TRUSTEES
The officers and trustees of the Funds, their birthdates, their principal
occupations and their affiliations, if any, with Scudder Kemper and KDI, are as
follows (The number following each person's title is the number of investment
companies managed by Scudder Kemper and its affiliates, for which he or she
holds similar positions):
DAVID W. BELIN (6/20/28), Trustee (26), 2000 Financial Center, 7th and Walnut,
Des Moines, Iowa; Member, Belin Lamson McCormick Zumbach Flynn, P.C.
(attorneys).
LEWIS A. BURNHAM (1/8/33), Trustee (26), 16410 Avila Boulevard, Tampa, Florida;
Partner, Business Resources Group; formerly, Executive Vice President, Anchor
Glass Container Corporation.
DONALD L. DUNAWAY (3/8/37), Trustee (26), 7515 Pelican Bay Blvd., Naples,
Florida; Retired; formerly, Executive Vice President, A. O. Smith Corporation
(diversified manufacturer).
ROBERT B. HOFFMAN (12/11/36), Trustee (26), 800 North Lindbergh Boulevard, St.
Louis, Missouri; Vice Chairman, Monsanto Company (chemical products); formerly,
Vice President, FMC Corporation (manufacturer of machinery and chemicals); prior
thereto, Director, Executive Vice President and Chief Financial Officer, Staley
Continental, Inc. (food products).
DONALD R. JONES (1/17/30), Trustee (26), 182 Old Wick Lane, Inverness, Illinois;
Retired; Director, Motorola, Inc. (manufacturer of electronic equipment and
components); formerly, Executive Vice President and Chief Financial Officer,
Motorola, Inc.
SHIRLEY D. PETERSON (7/3/41), Trustee (26), 401 Rosemont Avenue, Frederick,
Maryland; President, Hood College; formerly, partner, Steptoe & Johnson
(attorneys); prior thereto, Commissioner, Internal Revenue Service; prior
thereto, Assistant Attorney General, U.S. Department of Justice; Director
Bethlehem Steel Corp.
DANIEL PIERCE (3/18/34), Trustee* ( ), 345 Park Avenue, New York, New York;
Chairman of the Board and Managing Director, Scudder Kemper; Director, Fiduciary
Trust Company and Fiduciary Company Incorporated.
WILLIAM P. SOMMERS (7/22/33), Trustee (26), 333 Ravenswood Avenue, Menlo Park,
California; President and Chief Executive Officer, SRI International (research
and development); formerly, Executive Vice President, Iameter (medical
information and educational service provider); prior thereto, Senior Vice
President and Director, Booz, Allen & Hamilton Inc. (management consulting
firm) (retired); Director, Rohr, Inc., Therapeutic Discovery Corp. and Litton
Industries.
EDMOND D. VILLANI (3/4/47), President and Trustee* ( ), 345 Park Avenue, New
York, New York; President, Chief Executive Officer and Managing Director,
Scudder Kemper.
PHILIP J. COLLORA (11/15/45), Vice President and Secretary*(39), 222 South
Riverside Plaza, Chicago, Illinois; Attorney, Scudder Kemper.
( / / ), Treasurer*( ), 222 South Riverside Plaza,
Chicago, Illinois; , Scudder Kemper.
ROBERT C. PECK, JR. (10/1/46), Vice President* (16), 222 South Riverside Plaza,
Chicago, Illinois; Global Bonds -- Kemper Funds, Scudder Kemper; formerly,
Executive Vice President and Chief Investment Officer with an unaffiliated
investment management firm from 1988 to June 1997.
FRANK J. RACHWALSKI, JR. (3/26/45), Vice President*(10), 222 South Riverside
Plaza, Chicago, Illinois; Scudder Kemper.
ELIZABETH C. WERTH (10/1/47), Assistant Secretary*(32), 222 South Riverside
Plaza, Chicago, Illinois; Scudder Kemper; and Vice President and Director of
State Registrations, KDI.
*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 Funds. The table below shows amounts paid or
accrued to those trustees who are not designated "interested persons" during the
New York Fund's fiscal year ended March 31, 1997 except that the information in
the last
B-20
<PAGE> 48
column is for the calendar year 1997. The Florida, Michigan, New Jersey and
Pennsylvania Funds have not yet adopted a trustee compensation table.
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
COMPENSATION KEMPER FUNDS
NAME OF TRUSTEE FROM NEW YORK FUND PAID TO TRUSTEES(2)
--------------- ------------------ -------------------
<S> <C> <C>
David W. Belin(1)........................................... $1,000
Lewis A. Burnham............................................ 900
Donald L. Dunaway(1)........................................ 900
Robert B. Hoffman........................................... 900
Donald R. Jones............................................. 900
Shirley D. Peterson......................................... 900
William P. Sommers.......................................... 800
</TABLE>
- ---------------
(1) Includes deferred fees and interest thereon pursuant to deferred
compensation agreements with the Kemper Funds. Deferred amounts accrue
interest monthly at a rate approximate to the yield of Zurich Money
Funds-Zurich Money Market Fund. Total deferred fees and interest accrued for
the latest and all prior fiscal years for the New York Fund are $3,100 for
Mr. Belin and $3,100 for Mr. Dunaway.
(2) Includes compensation for service on the Boards of 24 Kemper funds with 41
fund portfolios. Each trustee currently serves as a trustee of 26 Kemper
Funds and 46 fund portfolios.
On February 16, 1998, the trustees and officers as a group owned less than 1% of
the then outstanding shares of each Fund. As of February 16, 1998, no
shareholder owned of record more than 5% of the outstanding shares of the Funds
except: [to be provided].
SPECIAL FEATURES
EXCHANGE PRIVILEGE. Subject to the limitations described below, Class A Shares
(or the equivalent) of the following Kemper Mutual Funds may be exchanged for
each other at their relative net asset values: Kemper Technology Fund, Kemper
Total Return Fund, Kemper Growth Fund, Kemper Small Capitalization Equity Fund,
Kemper Income and Capital Preservation Fund, Kemper Municipal Bond Fund, Kemper
Diversified Income Fund, Kemper High Yield Series, Kemper U.S. Government
Securities Fund, Kemper International Fund, Kemper State Tax-Free Income Series,
Kemper Adjustable Rate U.S. Government Fund, Kemper Blue Chip Fund, Kemper
Global Income Fund, Kemper Target Equity Fund (series are subject to a limited
offering period), Kemper Intermediate Municipal Bond Fund, Kemper Cash Reserves
Fund, Kemper U.S. Mortgage Fund, Kemper Short-Intermediate Government Fund,
Kemper Value Fund, Inc., Kemper Value+Growth Fund, Kemper Quantitative Equity
Fund, Kemper Horizon Fund, Kemper Europe Fund, Kemper Asian Growth Fund and
Kemper Aggressive Growth Fund ("Kemper Mutual Funds") and certain "Money Market
Funds" (Zurich Money 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 Mutual Fund with a value in excess of $1,000,000,
other than Kemper Cash Reserves Fund, acquired by exchange from another Fund may
not be exchanged thereafter until they have been owned for 15 days (the "15 Day
Hold Policy"). For purposes of determining whether the 15 Day Hold Policy
applies to a particular exchange, the value of the shares to be exchanged shall
be computed by aggregating the value of shares being exchanged for all accounts
under common control, direction 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
B-21
<PAGE> 49
Municipal Cash Fund and Investors Cash Trust are available on exchange but only
through a financial services firm having a services agreement with KDI 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
Funds of Investors Municipal Cash Fund are available for sale only in the
following states and federal district:
<TABLE>
<CAPTION>
FLORIDA FUND MICHIGAN FUND NEW JERSEY FUND NEW YORK FUND PENNSYLVANIA FUND
------------ ------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C>
Alabama District of Columbia Connecticut Connecticut Connecticut
District of Columbia Florida Delaware District of Columbia Delaware
Florida Georgia District of Columbia Florida District of Columbia
Georgia Indiana Florida Georgia Florida
New Jersey Michigan Georgia New Jersey Georgia
Ohio New Jersey Maryland New York Maryland
Pennsylvania Ohio Massachusetts Ohio Michigan
Virginia Pennsylvania New Jersey Pennsylvania New Jersey
Virginia New York Virginia Ohio
Ohio Pennsylvania
Pennsylvania Vermont
Virginia Virginia
West Virginia West Virginia
</TABLE>
The total value of shares being exchanged must at least equal the minimum
investment requirement of the Kemper 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 expediting 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 KDI. 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 use 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 regulation, 60 days'
prior written notice of any termination or material change will be provided.
SYSTEMATIC WITHDRAWAL PROGRAM. The owner of $5,000 or more of a Fund's shares
may provide for the payment from the owner's account of any requested dollar
amount up to $50,000 to be paid to the owner or the owner's designated payee
monthly, quarterly, semi-annually or annually. The minimum periodic payment is
$100. Shares are redeemed so that the payee will receive payment approximately
the first of the month. Dividend distributions will be automatically reinvested
at net asset value. A sufficient number of full and fractional shares will be
redeemed to make the designated payment. Depending upon the size of the payments
requested, redemptions for the purpose of making such payments may reduce or
even exhaust the account. The right is reserved to amend the systematic
withdrawal program on 30 days' notice. The program may be terminated at any time
by the shareholder or the Trust. Firms provide varying arrangements for their
clients to redeem Fund shares on a periodic basis. Such firms may independently
establish minimums for such services.
ELECTRONIC FUNDS TRANSFER PROGRAMS. For your convenience, the Trust has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is
B-22
<PAGE> 50
currently no charge by the Trust for these programs. To use these features, your
financial institution (your employer's financial institution in the case of
payroll deposit) must be affiliated with an Automated Clearing House (ACH). This
ACH affiliation permits the Shareholder Service Agent to electronically transfer
money between your bank account, or employer's payroll bank in the case of
Direct Deposit, and your Fund account. Your bank's crediting policies of these
transferred funds may vary. These features may be amended or terminated at any
time by the Trust. Shareholders should contact KSvC at 1-800-621-1048 or the
firm through which their account was established for more information. These
programs may not be available through some firms that distribute Fund shares.
SHAREHOLDER RIGHTS
The Trust generally is not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust of the Funds ("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 a 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 Trust, establishing a
fund, supplying any omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision thereof); and (e) such
additional matters as may be required by law, the Declaration of Trust, the
By-laws of the Trust, or any registration of the Trust 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 Trust 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 Trust 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
Trust 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 Trust 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 Trust 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 Trust (or any Fund or class) by notice to the shareholders without
shareholder approval.
B-23
<PAGE> 51
Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust 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 Scudder Kemper remote
and not material, since it is limited to circumstances in which a disclaimer is
inoperative and the Trust itself is unable to meet its obligations.
B-24
<PAGE> 52
REPORT OF INDEPENDENT AUDITORS
The Board of Trustees and Shareholder
Investors Municipal Cash Fund--
Investors Florida Municipal Cash Fund
Investors New Jersey Municipal Cash Fund
Investors Pennsylvania Municipal Cash Fund
We have audited the accompanying statement of net assets of Investors Municipal
Cash Fund--Investors Florida Municipal Cash Fund, Investors New Jersey Municipal
Cash Fund, and Investors Pennsylvania Municipal Cash Fund as of May 8, 1997.
This statement of net assets is the responsibility of the Trust's management.
Our responsibility is to express an opinion on this statement of net assets
based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement of net assets. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall statement of net assets
presentation. We believe that our audit of the statement of net assets provides
a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above presents fairly,
in all material respects, the financial position of Investors Municipal Cash
Fund--Investors Florida Municipal Cash Fund, Investors New Jersey Municipal Cash
Fund, and Investors Pennsylvania Municipal Cash Fund at May 8, 1997 in
conformity with generally accepted accounting principles.
Ernst & Young LLP
Chicago, Illinois
May 8, 1997
B-25
<PAGE> 53
INVESTORS MUNICIPAL CASH FUND--
INVESTORS FLORIDA MUNICIPAL CASH FUND
INVESTORS NEW JERSEY MUNICIPAL CASH FUND
INVESTORS PENNSYLVANIA MUNICIPAL CASH FUND
STATEMENT OF NET ASSETS--MAY 8, 1997
<TABLE>
<CAPTION>
FLORIDA NEW JERSEY PENNSYLVANIA
FUND FUND FUND
------- ---------- ------------
<S> <C> <C> <C>
ASSETS
Cash........................................................ $100,000 $100,000 $100,000
======== ======== ========
NET ASSETS
Net assets, applicable to shares of beneficial interest
(unlimited number of shares authorized, no par value)
outstanding for each Fund as follows:
100,000................................................... $100,000 $100,000 $100,000
======== ======== ========
THE PRICING OF SHARES
Net asset value and redemption price per share for each Fund
($100,000 / 100,000 shares outstanding)................... $ 1.00 $ 1.00 $ 1.00
</TABLE>
- ---------------
NOTES:
Investors Municipal Cash Fund (the "Trust") was organized as a business trust
under the laws of The Commonwealth of Massachusetts on March 2, 1990. All shares
of beneficial interest of Investors Florida Municipal Cash Fund, Investors New
Jersey Municipal Cash Fund and Investors Pennsylvania Municipal Cash Fund of the
Trust were issued to Zurich Kemper Investments, Inc. ("ZKI"), the investment
manager for each series, on May 8, 1997 for $100,000 cash for a total of
$300,000. The Trust may establish multiple series; currently four series have
been established.
The costs of organization of the Funds will be paid by ZKI.
B-26
<PAGE> 54
REPORT OF INDEPENDENT AUDITORS
The Board of Trustees and Shareholder
Investors Municipal Cash Fund--
Investors Michigan Municipal Cash Fund
We have audited the accompanying statement of net assets of Investors Municipal
Cash Fund--Investors Michigan Municipal Cash Fund as of February , 1998. This
statement of net assets is the responsibility of the Trust's management. Our
responsibility is to express an opinion on this statement of net assets based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement of net assets. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall statement of net assets
presentation. We believe that our audit of the statement of net assets provides
a reasonable basis for our opinion.
In our opinion, the statement of net assets referred to above presents fairly,
in all material respects, the financial position of Investors Municipal Cash
Fund--Investors Michigan Municipal Cash Fund at February , 1998 in conformity
with generally accepted accounting principles.
Ernst & Young LLP
Chicago, Illinois
February , 1998
B-27
<PAGE> 55
INVESTORS MUNICIPAL CASH FUND--
INVESTORS MICHIGAN MUNICIPAL CASH FUND
STATEMENT OF NET ASSETS--FEBRUARY , 1998
<TABLE>
<S> <C>
ASSETS
Cash........................................................ $100,000
========
NET ASSETS
Net assets, applicable to 100,000 shares of beneficial
interest (unlimited number of shares authorized, no par
value) outstanding........................................ $100,000
========
THE PRICING OF SHARES
Net asset value and redemption price per share ($100,000 /
100,000 shares outstanding)............................... $ 1.00
</TABLE>
- ---------------
NOTES:
Investors Municipal Cash Fund (the "Trust") was organized as a business trust
under the laws of The Commonwealth of Massachusetts on March 2, 1990. All shares
of beneficial interest of Investors Michigan Municipal Cash Fund of the Trust
were issued to Scudder Kemper Investments, Inc. ("Scudder Kemper"), the
investment manager on February , 1998 for $100,000 cash. The Trust may
establish multiple series; currently five series have been established.
The costs of organization of the Funds will be paid by Scudder Kemper.
B-28
<PAGE> 56
APPENDIX--RATINGS OF INVESTMENTS
The two highest ratings of Moody's Investors Service, Inc. ("Moody's") for
Municipal Securities are Aaa and Aa. Municipal Securities rated Aaa are judged
to be of the "best quality." The rating of Aa is assigned to Municipal
Securities which are of "high quality by all standards," but as to which margins
of protection or other elements make long-term risks appear somewhat larger than
Aaa rated Municipal Securities. The Aaa and Aa rated Municipal Securities
comprise what are generally known as "high grade."
The two highest ratings of Standard & Poor's Corporation ("S&P") for Municipal
Securities are AAA (Prime) and AA (High Grade). Municipal Securities rated AAA
are "obligations of the highest quality." The S&P rating of AA is accorded
issues with investment characteristics "only slightly less marked than those of
the prime quality issues."
The two highest ratings of Fitch Investors Service, Inc. ("Fitch") for Municipal
Securities are AAA and AA. Municipal Securities rated AAA are considered to be
investment grade and of the highest credit quality. The Fitch rating of AA is
considered to be investment grade and of very high credit quality.
The two highest ratings of Duff & Phelps, Inc. ("Duff") for Municipal Securities
are AAA and AA. Municipal Securities rated AAA are of the highest credit quality
and have the highest rating assigned by Duff for a debt obligation. The Duff
rating of AA is considered to be of high credit quality.
Moody's ratings for state and municipal notes and other short-term loans will be
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences between short-term credit risk and long-term risk. Factors
affecting the liquidity of the borrower are uppermost in importance in
short-term borrowing, while various factors of the first importance in bond risk
are of lesser importance in the short run. Loans designated MIG-1 are of the
best quality, enjoying strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market for
refinancing, or both. Loans designated MIG-2 are of high quality, with margins
of protection ample although not so large as in the preceding group.
An S&P municipal and corporate commercial paper rating is a current assessment
of the likelihood of timely payment of debt having an original maturity of no
more than 365 days. Ratings are graded into four categories, ranging from "A"
for the highest quality obligations to "D" for the lowest. Issues assigned this
highest rating are regarded as having the greatest capacity for timely payment.
The designation A-1 indicates that the degree of safety regarding timely payment
is very strong. The designation A-2 indicates the capacity for timely payment is
strong. However, the relative degree of safety is not as overwhelming as for
issues designated "A-1."
The "other debt securities" included in the definition of temporary investments
are corporate (as opposed to municipal) debt obligations rated AAA or AA by S&P
or Aaa or Aa by Moody's. Corporate debt obligations rated AAA by S&P are
"highest grade obligations." Obligations bearing the rating of AA also qualify
as "high grade obligations" and "in the majority of instances differ from AAA
issues only in small degree." The Moody's corporate debt ratings of Aaa and Aa
do not differ materially from those set forth above for Municipal Securities.
The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's. Among the factors considered by them in assigning ratings
are the following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by the management
of obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations. Relative strength or
weakness of the above factors determines whether the issuer's commercial paper
is rated Prime-1, 2 or 3.
After its purchase by a Fund, an issue of Municipal Securities or a temporary
investment may cease to be rated or its rating may be reduced below the minimum
required for purchase by a Fund. Neither event requires the
B-29
<PAGE> 57
elimination of such obligation from the Fund's portfolio, but the Fund's
investment adviser will consider such an event in its determination of whether
the Fund should continue to hold such obligation in its portfolio. To the extent
that the ratings accorded by S&P, Moody's, Fitch or Duff for Municipal
Securities or temporary investments may change as a result of changes in such
organizations, or changes in their rating systems, a Fund will attempt to use
comparable ratings as standards for its investments in Municipal Securities or
temporary investments in accordance with the investment policies contained
herein.
B-30
<PAGE> 58
<TABLE>
<CAPTION>
Tax-Exempt New York Money Market Fund
-----------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
March 31, 1997
(Value in thousands)
=================================================================
<S> <C>
Value
(a) VARIABLE RATE DEMAND SECURITIES
New York State
Energy Research and Development Authority:
Brooklyn Union Gas Project
3.30% $2,500
Niagara Mohawk Power Corporation Project
3.83% 14,400
Housing Finance Agency:
Hospital for Special Surgery
3.15% 1,000
Liberty View Apartments
3.05% 300
Mount Sinai School of Medicine
3.35% 100
Normandie Court I
3.40% 1,500
Trackside Homes Phase III
3.45% 200
Job Development Authority
3.55% 820
Local Government Assistance Corporation
3.35% 1,500
Medical Care Facilities Finance Agency:
Lenox Hill Hospital Project
3.40% 700
Pooled Equipment Loan Program
3.25% 300
-----------------------------------------------------------------
Babylon
Industrial Development Agency
3.45% 1,200
-----------------------------------------------------------------
Dutchess County
Industrial Development Agency
3.55% 100
-----------------------------------------------------------------
Franklin County
Industrial Development Agency
3.50% 300
-----------------------------------------------------------------
Metropolitan Transportation Authority
3.40% 1,500
-----------------------------------------------------------------
Mount Pleasant
Industrial Development Agency
3.30% 700
-----------------------------------------------------------------
</TABLE>
(3)
<PAGE> 59
<TABLE>
<CAPTION>
Tax-Exempt New York Money Market Fund
- ---------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
March 31, 1997
(Value in thousands)
===============================================================
<S> <C>
Value
New York City
General Obligation
3.67% $15,100
Housing Development Corporation:
Columbus Gardens Project
3.35% 1,500
East 96th Street Project
3.30% 1,300
James Tower
3.30% 100
100 Jane Street
3.40% 700
Queenswood Apartments
3.50% 1,500
Tribeca Towers
3.30% 400
West 43rd Street
3.40% 700
Municipal Water Finance Authority
3.70% 2,600
Trust for Cultural Resources
3.20% 1,500
- ---------------------------------------------------------------
Onondaga County
Industrial Development Agency
3.15% 400
- ---------------------------------------------------------------
St. Lawrence County
Industrial Development Agency
3.45% 500
- ---------------------------------------------------------------
Schenectady County
Industrial Development Agency
3.25% 100
- ---------------------------------------------------------------
TOTAL VARIABLE RATE DEMAND SECURITIES - 88.3%
(average maturity: 3 days) 53,520
- ---------------------------------------------------------------
OTHER SECURITIES
New York State
Dormitory Authority:
Memorial Sloan-Kettering Cancer Center
3.35% - 3.40%, 4/10/97 - 5/13/97 1,700
Second Short-Term Revenue Notes
3.55%, 5/12/97 158
Environmental Facilities Corporation
3.30%, 5/15/97 1,000
General Obligation
3.05% - 3.45%, 4/1/97 - 5/13/97 2,700
Power Authority
3.35% - 3.45%, 5/8/97 - 5/14/97 900
- ---------------------------------------------------------------
</TABLE>
(4)
<PAGE> 60
<TABLE>
<CAPTION>
Tax-Exempt New York Money Market Fund
- -------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
March 31, 1997
(Value in thousands)
===================================================================
<S> <C>
Value
Nassau County
Bond Anticipation Notes
4.00%, 8/15/97 $1,067
Tax Anticipation Notes
3.55%, 9/25/97 401
- -------------------------------------------------------------------
TOTAL OTHER SECURITIES - 13.1%
(average maturity: 51 days) 7,926
- -------------------------------------------------------------------
TOTAL INVESTMENTS - 101.4%
(average maturity: 9 days) 61,446
- -------------------------------------------------------------------
LIABILITIES, LESS OTHER ASSETS - (1.4)% (871)
- -------------------------------------------------------------------
NET ASSETS - 100% $60,575
===================================================================
</TABLE>
NOTES TO PORTFOLIO OF INVESTMENTS
Interest rates represent annualized yield to date of maturity, except for
variable rate demand securities described in Note (a). For each security, cost
(for financial reporting and federal income tax purposes) and carrying value
are the same. Likewise, carrying value approximates principal amount.
(a) Variable rate demand securities are payable within five business days and
are backed by credit support agreements from banks or insurance institutions.
The rates shown are the current rates at March 31, 1997.
See accompanying Notes to Financial Statements.
(5)
<PAGE> 61
Tax-Exempt New York Money Market Fund
- ---------------------------------------------
REPORT OF INDEPENDENT AUDITORS
================================================================================
THE BOARD OF TRUSTEES AND SHAREHOLDERS
TAX-EXEMPT NEW YORK MONEY MARKET FUND
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Tax-Exempt New York Money Market Fund as of
March 31, 1997, the related statements of operations for the year then ended
and changes in net assets for each of the two years in the period then ended,
and the financial highlights for each of the fiscal years since 1993. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of investments
owned as of March 31, 1997, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Tax-Exempt New York Money Market Fund at March 31, 1997, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the fiscal years since 1993, in conformity with generally accepted
accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
May 16, 1997
(6)
<PAGE> 62
<TABLE>
<CAPTION>
Tax-Exempt New York Money Market Fund
- -----------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1997
(in thousands)
===========================================================
<S> <C>
ASSETS
- -----------------------------------------------------------
Investments, at amortized cost $61,446
- -----------------------------------------------------------
Receivable for:
Interest 183
- -----------------------------------------------------------
Securities sold 20
- -----------------------------------------------------------
Total assets 61,649
- -----------------------------------------------------------
LIABILITIES AND NET ASSETS
- -----------------------------------------------------------
Cash overdraft 914
- -----------------------------------------------------------
Payable for:
Dividends 45
- -----------------------------------------------------------
Fund shares redeemed 13
- -----------------------------------------------------------
Distribution services fee 65
- -----------------------------------------------------------
Trustees' fees and other 37
- -----------------------------------------------------------
Total liabilities 1,074
- -----------------------------------------------------------
Net assets applicable to shares outstanding $60,575
===========================================================
THE PRICING OF SHARES
- -----------------------------------------------------------
Shares outstanding 60,575
- -----------------------------------------------------------
Net asset value and
redemption price per share $1.00
===========================================================
</TABLE>
See accompanying Notes to Financial Statements.
(7)
<PAGE> 63
<TABLE>
<CAPTION>
Tax-Exempt New York Money Market Fund
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS STATEMENT OF CHANGES IN NET ASSETS
Year ended March 31, 1997 Years ended March 31, 1997 and 1996
(in thousands) (in thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
1997 1996
---------------------------
<S> <C> <C> <C> <C>
Operations:
Interest income $1,237 Net investment income $ 1,077 498
- ------------------------------------------------------ --------------------------------------------------------------------
Expenses: Dividends to shareholders
Management fee 80 from net investment income (1,077) (498)
- ------------------------------------------------------ --------------------------------------------------------------------
Distribution services fee 182 Capital share transactions
- ------------------------------------------------------ (dollar amounts and number
Custodian and transfer agent of shares are the same):
fees and related expenses 47 Shares sold 239,603 108,282
- ------------------------------------------------------ --------------------------------------------------------------------
Registration costs 5
- ------------------------------------------------------
Shares issued in
Professional fees 15 reinvestment of dividends 1,034 497
--------------------------------------------------------------------
- ------------------------------------------------------ 240,637 108,779
Reports to shareholders 14
- ------------------------------------------------------
Shares redeemed (198,589) (104,342)
Trustees' fees and other 8 --------------------------------------------------------------------
- ------------------------------------------------------
Net increase from capital
Total expenses before expense share transactions and total
absorption 351 increase in net assets 42,048 4,437
- ------------------------------------------------------ --------------------------------------------------------------------
Less expenses absorbed
by the investment manager (191)
- ------------------------------------------------------
Total expenses paid Net assets:
by the Fund 160 Beginning of year 18,527 14,090
- ------------------------------------------------------ --------------------------------------------------------------------
Net investment income $1,077 End of year $ 60,575 18,527
====================================================== ====================================================================
</TABLE>
See accompanying Notes to Financial Statements.
(8)
<PAGE> 64
Tax-Exempt New York Money Market Fund
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. DESCRIPTION OF THE FUND
Tax-Exempt New York Money Market Fund is an open-end management investment
company organized as a business trust under the laws of Massachusetts.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION
Investments are stated at amortized cost, which approximates market value. In
the event that a deviation of 1/2 of 1% or more exists between the Fund's $1.00
per share net asset value, calculated at amortized cost, and the net asset
value calculated by reference to market-based values, or if there is any other
deviation that the Board of Trustees believes would result in a material
dilution to shareholders or purchasers, the Board of Trustees will promptly
consider what action should be initiated.
INVESTMENT TRANSACTIONS AND INTEREST INCOME
Investment transactions are accounted for on the trade date (date the order to
buy or sell is executed). Interest income is recorded on the accrual basis and
includes amortization of premium on investments.
FUND SHARE VALUATION AND DIVIDENDS TO SHAREHOLDERS
Fund shares are sold and redeemed on a continuous basis at net asset value. On
each day that the New York Stock Exchange is open for trading, the Fund
determines its net asset value per share at 11:00 a.m. and 3:00 p.m. Chicago
time by dividing the total value of the Fund's investments and other assets,
less liabilities, by the number of Fund shares outstanding. The Fund declares
a daily dividend, equal to its net investment income for that day, payable
monthly. Net investment income consists of all interest income, plus (minus)
all realized gains (losses) on portfolio securities, minus all expenses of the
Fund.
FEDERAL INCOME TAXES
The Fund has complied with the special provisions of the Internal Revenue Code
available to investment companies and therefore no federal income tax
provision is required.
3. TRANSACTIONS WITH AFFILIATES
MANAGEMENT AGREEMENT
The Fund has a management agreement with Zurich Kemper Investments, Inc. (ZKI)
and pays a management fee at an annual rate of .22% of the first $500 million
of average daily net assets declining to .15% of average daily net assets in
excess of $3 billion. During the year ended March 31, 1997, the Fund paid no
management fee after an expense absorption by ZKI.
DISTRIBUTION AGREEMENT
The Fund has an administration, shareholder services and distribution
agreement with Zurich Kemper Distributors, Inc. (ZKDI) (formerly known as
Kemper Distributors, Inc.). For its services as primary distributor, the Fund
pays ZKDI an annual fee of .50% of average daily net assets of the Fund. ZKDI
has related service agreements with various firms to provide cash management
and other services for Fund shareholders. Under these agreements, ZKDI pays
such firms at a maximum annual rate of .50% of average daily net assets of
those accounts they maintain and service. For the year ended March 31, 1997,
the Fund paid a distribution services fee of $71,000 after an expense
absorption by ZKI, and ZKDI remitted $142,000 to various firms pursuant to the
related service agreements.
SHAREHOLDER SERVICES AGREEMENT
Pursuant to a services agreement with the Fund's transfer agent, Zurich Kemper
Service Company (ZKSvC) (formerly known as Kemper Service Company) is the
shareholder service agent of the Fund. Under the agreement, ZKSvC received
shareholder services fees of $33,000 for the year ended March 31, 1997.
(9)
<PAGE> 65
Tax-Exempt New York Money Market Fund
- --------------------------------------------------------------------------------
================================================================================
OFFICERS AND TRUSTEES
Certain officers or trustees of the Fund are also officers or directors of ZKI.
During the year ended March 31, 1997, the Fund made no payments to its
officers and incurred trustees' fees of $7,000 to independent trustees.
EXPENSE ABSORPTION
During the year ended March 31, 1997, ZKI agreed to voluntarily absorb certain
expenses of the Fund. This expense absorption was in addition to ZKI's
temporary absorption of expenses that exceed .80% of average daily net assets
of the Fund. Under these arrangements, ZKI absorbed $191,000 of expenses.
(10)
<PAGE> 66
<TABLE>
<CAPTION>
Tax-Exempt New York Money Market Fund
- ---------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
=====================================================================================================================
Year ended March 31,
1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $ 1.00 1.00 1.00 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .03 .03 .02 .02 .02
- ---------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 1.00 1.00 1.00 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3.03% 3.03 2.40 1.63 1.90
- ---------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE ABSORPTION:
Expenses .44% .80 .80 .80 .80
- ---------------------------------------------------------------------------------------------------------------------
Net investment income 2.96% 2.95 2.44 1.61 1.88
- ---------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE ABSORPTION:
Expenses .96% 1.14 1.15 1.25 1.53
- ---------------------------------------------------------------------------------------------------------------------
Net investment income 2.44% 2.61 2.09 1.16 1.15
- ---------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end year (in thousands) $60,575 18,527 14,090 10,762 8,424
=====================================================================================================================
Note: ZKI has agreed to temporarily absorb certain expenses of the Fund.
=====================================================================================================================
</TABLE>
FEDERAL TAX STATUS OF 1997 DIVIDENDS
All of the dividends constitute tax-exempt interest which is not taxable for
federal income tax purposes; however, a portion of the dividends may be
includible in the alternative minimum tax calculation.
(11)
<PAGE> 67
Investors Municipal Cash Fund 2
- --------------------------------------------------------------------------------
TAX-EXEMPT NEW YORK MONEY MARKET FUND
Investments at September 30, 1997
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
(A)VARIABLE RATE DEMAND SECURITIES
New York State
Energy Research and Development Authority:
Brooklyn Union Gas Project
3.95% $ 2,500
Niagara Mohawk Power Corp. Project
3.88% 14,650
Housing Finance Agency:
East 84th Street
3.95% 2,000
Hospital for Special Surgery
3.70% 1,000
Liberty View Apartments
3.75% 300
Mount Sinai School of Medicine
3.55% 100
Normandie Court I
4.00% 1,500
Trackside Homes Phase III
4.05% 200
250 West 50th Street
4.00% 1,500
Job Development Authority
3.72% 3,195
Local Government Assistance Corp.
3.95% 2,500
Medical Care Facilities Finance Agency:
Lenox Hill Hospital Project
4.00% 700
Pooled Equipment Loan Program
3.70% 300
- -----------------------------------------------------------
Babylon
Industrial Development Agency
4.05% 1,200
- -----------------------------------------------------------
Dutchess County
Industrial Development Agency
4.10% 100
- -----------------------------------------------------------
Franklin County
Industrial Development Agency
4.15% 300
- -----------------------------------------------------------
Metropolitan Transportation Authority
4.05% 3,500
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
New York City
General Obligation
4.10% $18,800
Health and Hospitals Corp.
4.00% 2,000
Housing Development Corp.:
Columbus Gardens Project
4.05% 1,800
East 96th Street Project
4.20% 2,300
James Tower
4.00% 100
100 Jane Street
4.10% 700
Queenswood Apartments
4.20% 1,500
Tribeca Towers
3.90% 400
West 43rd Street
4.10% 700
Trust for Cultural Resources
3.80% 1,500
- -----------------------------------------------------------
St. Lawrence County
Industrial Development Agency
4.05% 500
- -----------------------------------------------------------
Schenectady County
Industrial Development Agency
3.85% 100
- -----------------------------------------------------------
TOTAL VARIABLE RATE DEMAND
SECURITIES--76.1%
(average maturity: 3 days) 65,945
- -----------------------------------------------------------
</TABLE>
<PAGE> 68
Investors Municipal Cash Fund 3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
OTHER SECURITIES
New York State
Dormitory Authority:
Memorial Sloan-Kettering Cancer Center
3.50% - 3.70%, 11/12/97 - 12/16/97 $ 2,800
Second Short-Term Revenue Notes
3.85% - 3.90%, 10/15/97 - 12/12/97 1,572
Environmental Facilities Corp.
3.60% - 3.80%, 11/12/97 - 11/14/97 3,000
General Obligation
3.60% - 3.75%, 10/7/97 - 10/23/97 4,500
Power Authority
3.70% - 3.85%, 11/7/97 - 11/10/97 1,750
- -----------------------------------------------------------
New York City
Municipal Water Finance Authority
3.70% - 3.85%, 11/6/97 - 12/18/97 3,800
- -----------------------------------------------------------
Nassau County
Tax Anticipation Notes
3.85%, 4/10/98 2,004
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Puerto Rico
Government Development Bank
3.60%, 11/12/97 $ 2,000
- -----------------------------------------------------------
TOTAL OTHER SECURITIES--24.7%
(average maturity: 58 days) 21,426
- -----------------------------------------------------------
TOTAL INVESTMENTS--100.8%
(average maturity: 17 days) 87,371
- -----------------------------------------------------------
LIABILITIES, LESS OTHER ASSETS--(.8%) (659)
- -----------------------------------------------------------
NET ASSETS--100% $86,712
- ---------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolio of Investments.
<PAGE> 69
Investors Municipal Cash Fund 4
- --------------------------------------------------------------------------------
INVESTORS PENNSYLVANIA MUNICIPAL CASH FUND
Investments at September 30, 1997
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
(A)VARIABLE RATE DEMAND SECURITIES
Pennsylvania State
Higher Education Assistance Agency
4.10% $ 100
- -----------------------------------------------------------
Allegheny County
Higher Education Facilities Authority
4.00% 100
- -----------------------------------------------------------
Chester County
Industrial Development Authority
4.25% 100
- -----------------------------------------------------------
Delaware County
Industrial Development Authority
3.90% 100
- -----------------------------------------------------------
Emmaus
General Authority
4.15% 100
- -----------------------------------------------------------
Erie County
Hospital Authority
4.10% 100
- -----------------------------------------------------------
Gettysburg
Industrial Development Authority
4.10% 100
- -----------------------------------------------------------
Indiana County
Industrial Development Authority
4.15% 100
- -----------------------------------------------------------
Langhorne
Saint Mary Hospital Authority
3.80% 100
- -----------------------------------------------------------
Lehigh County
Industrial Development Authority
3.60% 100
- -----------------------------------------------------------
Northumberland County
Foster Wheeler Mount Carmel Project
4.15% 100
- -----------------------------------------------------------
Philadelphia
Authority for Industrial Development
4.25% 100
Redevelopment Authority
4.10% 100
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Quakertown
Hospital Authority
3.90% $ 100
- -----------------------------------------------------------
Schuylkill County
Industrial Development Authority
4.15% 100
- -----------------------------------------------------------
TOTAL VARIABLE RATE DEMAND
SECURITIES--56.7%
(average maturity: 5 days) 1,500
- -----------------------------------------------------------
OTHER SECURITIES
Allegheny County
Industrial Development Authority
3.70%, 10/17/97 200
- -----------------------------------------------------------
Beaver County
Industrial Development Authority
3.80%, 10/16/97 100
- -----------------------------------------------------------
Carbon County
Industrial Development Authority
3.80%, 12/9/97 100
- -----------------------------------------------------------
Delaware County
Industrial Development Authority
3.60%, 10/16/97 100
- -----------------------------------------------------------
Montgomery County
Industrial Development Authority
3.70%, 11/18/97 100
- -----------------------------------------------------------
Philadelphia
Gas Works Revenue
3.80%, 12/17/97 400
General Obligation
3.85%, 10/15/97 100
- -----------------------------------------------------------
</TABLE>
<PAGE> 70
Investors Municipal Cash Fund 5
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
Venango
Industrial Development Authority
3.85%, 10/22/97 $ 100
- -----------------------------------------------------------
TOTAL OTHER SECURITIES--45.3%
(average maturity: 44 days) 1,200
- -----------------------------------------------------------
TOTAL INVESTMENTS--102.0%
(average maturity: 22 days) 2,700
- -----------------------------------------------------------
LIABILITIES, LESS OTHER ASSETS--(2.0%) (52)
- -----------------------------------------------------------
NET ASSETS--100% $2,648
- ---------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolio of Investments.
<PAGE> 71
Investors Municipal Cash Fund 6
- --------------------------------------------------------------------------------
INVESTORS FLORIDA MUNICIPAL CASH FUND
Investments at September 30, 1997
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
(A)VARIABLE RATE DEMAND SECURITIES
Florida State
Housing Finance Agency:
Oaks at Mill Creek Project
4.15% $ 100
Monterey Meadows Apartments Project
4.15% 100
- -----------------------------------------------------------
Alachua County
Health Facilities Authority
4.10% 100
- -----------------------------------------------------------
Dade County
Aviation Facilities
4.30% 100
Industrial Development Authority
4.10% 100
- -----------------------------------------------------------
Hillsborough County
Industrial Development Authority
4.05% 100
Seaboard Tampa Terminals
4.05% 100
- -----------------------------------------------------------
Jacksonville
Hospital Revenue
4.10% 100
Industrial Development Authority
4.05% 100
Trailer Marine Transport Corp. Project
3.65% 100
- -----------------------------------------------------------
Orange County
Adventist Health System
4.05% 100
- -----------------------------------------------------------
Orlando
Republic Drive Interchange Project
4.00% 100
- -----------------------------------------------------------
Pinellas County
Health Revenue
3.80% 100
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Puerto Rico
Government Development Bank
3.70% $ 100
- -----------------------------------------------------------
TOTAL VARIABLE RATE DEMAND
SECURITIES--47.9%
(average maturity: 5 days) 1,400
- -----------------------------------------------------------
OTHER SECURITIES
Hillsborough County
Aviation Authority
3.90%, 12/8/97 100
- -----------------------------------------------------------
Jacksonville
Electric Authority
3.70%, 10/22/97 100
- -----------------------------------------------------------
Orange County
Commercial Paper Notes
3.75%, 10/22/97 100
- -----------------------------------------------------------
Orlando
Capital Improvement Revenue
3.75%, 10/9/97 - 10/23/97 600
- -----------------------------------------------------------
Pinellas County
Educational Facilities Authority
3.65%, 10/20/97 100
- -----------------------------------------------------------
Sarasota County
Public Hospital District
3.80%, 11/13/97 100
- -----------------------------------------------------------
Sunshine State Governmental Financing Commission
3.75%, 10/14/97 100
- -----------------------------------------------------------
</TABLE>
<PAGE> 72
Investors Municipal Cash Fund 7
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
West Orange
Memorial Hospital Tax District
3.75%, 10/7/97 $ 100
- -----------------------------------------------------------
Puerto Rico
Government Development Bank
3.45%, 10/6/97 100
InterAmerican University of Puerto Rico Project
3.75%, 10/9/97 100
- -----------------------------------------------------------
TOTAL OTHER SECURITIES--51.4%,
(average maturity: 21 days) 1,500
- -----------------------------------------------------------
TOTAL INVESTMENTS--99.3%
(average maturity: 14 days) 2,900
- -----------------------------------------------------------
CASH AND OTHER ASSETS, LESS LIABILITIES--.7% 19
- -----------------------------------------------------------
NET ASSETS--100% $2,919
- ---------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolio of Investments.
<PAGE> 73
Investors Municipal Cash Fund 8
- --------------------------------------------------------------------------------
INVESTORS NEW JERSEY MUNICIPAL CASH FUND
Investments at September 30, 1997
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
(A)VARIABLE RATE DEMAND SECURITIES
New Jersey State
Economic Development Authority:
400 International Drive Partners
3.60% $ 100
El Dorado Terminals Co.
3.75% 100
Hoffmann - La Roche, Inc. Project
3.70% 100
National Utility Investors Corp. Project
3.60% 100
New Jersey - American Water Co., Inc. Project
3.90% 100
Pollution Control Revenue
3.70% 100
TRU Urban Renewal Corp. Project
3.65% 200
United Water New Jersey, Inc. Project
3.68% 200
Sports and Exposition
3.85% 100
Turnpike Authority
3.55% 100
- -----------------------------------------------------------
New Jersey
Union County
Pollution Control Revenue
3.30% 100
- -----------------------------------------------------------
Alabama
Phenix City
Industrial Development Board
3.95% 100
- -----------------------------------------------------------
District of Columbia
General Obligation
4.00% 100
- -----------------------------------------------------------
Illinois
Chicago
O'Hare International Airport
4.20% 100
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Montana
Forsyth
Pollution Control Revenue
4.15% $ 100
- -----------------------------------------------------------
Puerto Rico
Government Development Bank
3.70% 100
- -----------------------------------------------------------
TOTAL VARIABLE RATE DEMAND
SECURITIES--69.9%
(average maturity: 5 days) 1,800
- -----------------------------------------------------------
OTHER SECURITIES
New Jersey State
Economic Development Authority
3.75%, 11/13/97 500
Port Authority
3.70%, 12/9/97 120
- -----------------------------------------------------------
Puerto Rico
Government Development Bank
3.45%, 10/6/97 100
InterAmerican University of Puerto Rico Project
3.75%, 10/9/97 100
- -----------------------------------------------------------
TOTAL OTHER SECURITIES--31.9%
(average maturity: 38 days) 820
- -----------------------------------------------------------
TOTAL INVESTMENTS--101.8%
(average maturity: 14 days) 2,620
- -----------------------------------------------------------
LIABILITIES, LESS OTHER ASSETS--(1.8%) (46)
- -----------------------------------------------------------
NET ASSETS--100% $2,574
- ---------------------------------------------------------
</TABLE>
NOTES TO PORTFOLIO OF INVESTMENTS
Interest rates represent annualized yield to date of maturity, except for
variable rate demand securities described in Note (a). For each security, cost
(for financial reporting and federal income tax purposes) and carrying value are
the same. Likewise, carrying value approximates principal amount.
(a) Variable rate demand securities are payable within five business days and
are backed by credit support agreements from banks or insurance
institutions. The rates shown are the current rates at September 30, 1997.
See accompanying Notes to Financial Statements.
<PAGE> 74
Investors Municipal Cash Fund 9
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
September 30, 1997
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS NEW YORK PENNSYLVANIA FLORIDA NEW JERSEY
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Investments, at amortized cost $87,371 2,700 2,900 2,620
- -------------------------------------------------------------------------------------------------------------------------
Cash -- -- 10 --
- -------------------------------------------------------------------------------------------------------------------------
Interest receivable 311 9 12 11
- -------------------------------------------------------------------------------------------------------------------------
Total assets 87,682 2,709 2,922 2,631
- -------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------
Cash overdraft 892 58 -- 54
- -------------------------------------------------------------------------------------------------------------------------
Payable for:
Dividends 7 -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Management fee 3 -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Distribution services fee 34 1 1 1
- -------------------------------------------------------------------------------------------------------------------------
Trustees' fees and other 34 2 2 2
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities 970 61 3 57
- -------------------------------------------------------------------------------------------------------------------------
Net assets applicable to shares outstanding $86,712 2,648 2,919 2,574
- -------------------------------------------------------------------------------------------------------------------------
THE PRICING OF SHARES
- -------------------------------------------------------------------------------------------------------------------------
Shares outstanding 86,712 2,648 2,919 2,574
- -------------------------------------------------------------------------------------------------------------------------
Net asset value and redemption price per share $1.00 1.00 1.00 1.00
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 75
Investors Municipal Cash Fund 10
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Six months ended September 30, 1997
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NEW YORK PENNSYLVANIA(A) FLORIDA(B) NEW JERSEY(C)
---------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME $1,268 33 34 34
- -------------------------------------------------------------------------------------------------------------------------
EXPENSES:
Management fee 75 2 2 2
- -------------------------------------------------------------------------------------------------------------------------
Distribution services fee 169 5 4 5
- -------------------------------------------------------------------------------------------------------------------------
Custodian and transfer agent fees and related
expenses 38 -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Reports to shareholders 4 -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Registration costs 14 1 2 2
- -------------------------------------------------------------------------------------------------------------------------
Professional fees 12 -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Trustees' fees and other 21 2 2 2
- -------------------------------------------------------------------------------------------------------------------------
Total expenses before expense waiver 333 10 10 11
- -------------------------------------------------------------------------------------------------------------------------
Less expenses waived by the investment manager (61) (2) (2) (2)
- -------------------------------------------------------------------------------------------------------------------------
Total expenses absorbed by the Fund 272 8 8 9
- -------------------------------------------------------------------------------------------------------------------------
Net investment income $ 996 25 26 25
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) For the period from May 21, 1997 (commencement of operations) to September
30, 1997
(b) For the period from May 22, 1997 (commencement of operations) to September
30, 1997
(c) For the period from May 23, 1997 (commencement of operations) to September
30, 1997
STATEMENT OF CHANGES IN NET ASSETS
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
--------NEW-YORK---------
SIX MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, MARCH 31,
1997 1997
-------------------------
<S> <C> <C>
OPERATIONS, DIVIDENDS AND
CAPITAL SHARE ACTIVITY
Net investment income $ 996 1,077
- ---------------------------------------------------------------------------------------
Dividends to shareholders from
net investment income (996) (1,077)
- ---------------------------------------------------------------------------------------
Capital share transactions (dollar amounts and number of
shares are the same):
Shares sold 158,615 239,603
- ---------------------------------------------------------------------------------------
Shares issued in reinvestment of dividends 1,031 1,034
- ---------------------------------------------------------------------------------------
159,646 240,637
Shares redeemed (133,509) (198,589)
- ---------------------------------------------------------------------------------------
Net increase from capital share transactions and total
increase in net assets 26,137 42,048
- ---------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 60,575 18,527
- ---------------------------------------------------------------------------------------
End of period $ 86,712 60,575
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE> 76
Investors Municipal Cash Fund 11
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PENNSYLVANIA-------FLORIDA-------NEW-JERSEY--
MAY 21 TO MAY 22 TO MAY 23 TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1997 1997 1997
---------------------------------------------
<S> <C> <C> <C>
OPERATIONS, DIVIDENDS AND
CAPITAL SHARE ACTIVITY
Net investment income $ 25 26 25
- -----------------------------------------------------------------------------------------------------------
Dividends to shareholders from
net investment income (25) (26) (25)
- -----------------------------------------------------------------------------------------------------------
Capital share transactions (dollar amounts and number of
shares are the same):
Shares sold 6,073 4,151 8,366
- -----------------------------------------------------------------------------------------------------------
Shares issued in reinvestment of dividends 25 26 24
- -----------------------------------------------------------------------------------------------------------
6,098 4,177 8,390
Shares redeemed (3,550) (1,358) (5,916)
- -----------------------------------------------------------------------------------------------------------
Net increase from capital share transactions and total
increase in net assets 2,548 2,819 2,474
- -----------------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 100 100 100
- -----------------------------------------------------------------------------------------------------------
End of period $ 2,648 2,919 2,574
- -----------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 77
Investors Municipal Cash Fund 12
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE FUND
Investors Municipal Cash Fund (the Trust) is an open-end management investment
company organized as a business trust under the laws of Massachusetts currently
offering four series of shares. The Tax-Exempt New York Money Market Fund,
Investors Pennsylvania Municipal Cash Fund, Investors Florida Municipal Cash
Fund and Investors New Jersey Municipal Cash Fund (the Funds) invest in
short-term high quality municipal securities.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION
Investments are stated at amortized cost, which approximates market value. In
the event that a deviation of 1/2 of 1% or more exists between a Fund's $1.00
per share net asset value, calculated at amortized cost, and the net asset value
calculated by reference to market-based values, or if there is any other
deviation that the Board of Trustees believes would result in a material
dilution to shareholders or purchasers, the Board of Trustees will promptly
consider what action should be initiated.
INVESTMENT TRANSACTIONS AND INTEREST INCOME
Investment transactions are accounted for on the trade date (date the order to
buy or sell is executed). Interest income is recorded on the accrual basis and
includes amortization of premium on investments.
EXPENSES
Expenses arising in connection with a Fund are allocated to that Fund. Other
Trust expenses are allocated among the Funds in proportion to their relative net
assets.
FUND SHARE VALUATION AND DIVIDENDS TO SHAREHOLDERS
Fund shares are sold and redeemed on a continuous basis at net asset value. On
each day that the New York Stock Exchange is open for trading, each Fund
determines its net asset value per share at 11:00 a.m. and 3:00 p.m. Chicago
time by dividing the total value of the Fund's investments and other assets,
less liabilities, by the number of Fund shares outstanding. Each Fund declares a
daily dividend, equal to its net investment income for that day, payable
monthly. Net investment income consists of all interest income, plus (minus) all
realized gains (losses) on portfolio securities, minus all expenses of the Fund.
FEDERAL INCOME TAXES
Each Fund has complied with the special provisions of the Internal Revenue Code
available to investment companies during the period ended September 30, 1997.
3. TRANSACTIONS WITH AFFILIATES
MANAGEMENT AGREEMENT
The Trust has a management agreement with Zurich Kemper Investments, Inc. (ZKI)
and pays a management fee at an annual rate of .22% of the first $500 million of
average daily net assets declining to .15% of average daily net assets in excess
of $3 billion. During the period ended September 30, 1997, the Trust incurred
management fees of $81,000.
DISTRIBUTION AGREEMENT
The Trust has an administration, shareholder services and distribution agreement
with Zurich Kemper Distributors, Inc. (ZKDI). For its services as primary
distributor, the Trust pays ZKDI an annual fee of .50% of average daily net
assets of each Fund. For the period ended September 30, 1997, the Trust incurred
distribution fees of $183,000. ZKDI has related service agreements with various
firms to provide cash management and other services for Fund shareholders. Under
these agreements, ZKDI pays such firms based on the average daily net assets of
those accounts they maintain and service at an annual rate of .50% for each
Fund. During the period ended September 30, 1997, ZKDI paid fees
<PAGE> 78
Investors Municipal Cash Fund 13
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
of $173,000 to various firms pursuant to the related service agreements.
SHAREHOLDER SERVICES AGREEMENT
Pursuant to a services agreement with the Trust's transfer agent, Zurich Kemper
Service Company (ZKSvC) is the shareholder service agent of the Trust. Under the
agreement, ZKSvC received shareholder services fees of $34,000 for the period
ended September 30, 1997.
OFFICERS AND TRUSTEES
Certain officers or trustees of the Trust are also officers or directors of ZKI.
During the period ended September 30, 1997, the Trust made no payments to its
officers and incurred trustees' fees of $4,000 to independent trustees.
EXPENSE ABSORPTION
ZKI has agreed to temporarily waive its management fee and absorb operating
expenses to the extent that such expenses exceed .80% of the average daily net
assets of the New York Fund and .90% of the average daily net assets of each of
the Pennsylvania, Florida and New Jersey Funds. For the period ended September
30, 1997, ZKI absorbed $67,000 of expenses.
<PAGE> 79
Investors Municipal Cash Fund 14
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED MARCH 31,
NEW YORK 1997 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 1.00 1.00 1.00 1.00 1.00
- -------------------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .01 .03 .03 .02 .02
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 1.00 1.00 1.00 1.00
- -------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (NOT ANNUALIZED) 1.49% 3.03 3.03 2.40 1.63
- -------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE ABSORPTION
(ANNUALIZED):
Expenses .80% .44 .80 .80 .80
- -------------------------------------------------------------------------------------------------------------------
Net investment income 2.93% 2.96 2.95 2.44 1.61
- -------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE ABSORPTION
(ANNUALIZED):
Expenses .98% .96 1.14 1.15 1.25
- -------------------------------------------------------------------------------------------------------------------
Net investment income 2.75% 2.44 2.61 2.09 1.16
- -------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $86,712 60,575 18,527 14,090 10,762
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PENNSYLVANIA FLORIDA NEW JERSEY
------------- ------------- -------------
MAY 21 TO MAY 22 TO MAY 23 TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1997 1997 1997
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------
Net investment income and dividends declared .01 .01 .01
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 1.00 1.00
- -----------------------------------------------------------------------------------------------------------
TOTAL RETURN (NOT ANNUALIZED) .96% .95 .87
- -----------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE ABSORPTION
(ANNUALIZED):
Expenses .89% .89 .90
- -----------------------------------------------------------------------------------------------------------
Net investment income 2.31% 2.82 2.57
- -----------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE ABSORPTION
(ANNUALIZED):
Expenses 1.11% 1.11 1.12
- -----------------------------------------------------------------------------------------------------------
Net investment income 2.59% 2.60 2.35
- -----------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $2,648 2,919 2,574
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Note: ZKI has agreed to temporarily waive its management fee and absorb certain
expenses of the Funds.
<PAGE> 80
INVESTORS MUNICIPAL CASH FUND
PART C.
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
(i) Financial statements included in Part A of the Registration
Statement:
Tax-Exempt New York Money Market Fund--Financial Highlights.
Investors Florida Municipal Cash Fund, Investors New Jersey
Municipal Cash Fund and Investors Pennsylvania Municipal Cash
Fund--Financial Highlights (unaudited).
(ii) Financial statements included in Part B of the Registration
Statement:
Tax-Exempt New York Money Market Fund.
Statement of assets and liabilities--September 30, 1997
(unaudited) and March 31, 1997.
Statement of operations for the six month period ended September
30, 1997 (unaudited) and the year ended March 31, 1997.
Statement of changes in net assets for the six month period ended
September 30, 1997 (unaudited) and each of the two years in the
period ended March 31, 1997.
Portfolio of investments--September 30, 1997 (unaudited) and
March 31, 1997.
Notes to financial statements.
Schedules II, III, IV and V have been omitted as the required
information is not present.
Schedule I has been omitted as the required information is presented in
the portfolio of investments at March 31, 1997 and September 30, 1997
(unaudited).
Investors Florida Municipal Cash Fund, Investors New Jersey
Municipal Cash Fund and Investors Pennsylvania Municipal Cash
Fund.
Statement of net assets--May 8, 1997.
Statement of Assets and Liabilities (September 30, 1997)
(unaudited).
Statement of Operations for the period from May 21, 1997
(commencement of operations) to September 30, 1997
(unaudited) for Investors Pennsylvania Municipal Cash Fund;
for the period from May 22, 1997 (commencement of
operations) to September 30, 1997 (unaudited) for Investors
Florida Municipal Cash Fund; and for the period from May 23,
1997 (commencement of operations) to September 30, 1997
(unaudited) for the Investors New Jersey Municipal Cash
Fund.
Statement of Changes in Net Assets for the period from May 21,
1997 (commencement of operations) to September 30, 1997
(unaudited) for Investors Pennsylvania Municipal Cash Fund;
for the period from May 22, 1997 (commencement of
operations) to September 30, 1997 (unaudited) for Investors
Florida Municipal Cash Fund; and for the period from May 23,
1997 (commencement of operations) to September 30, 1997
(unaudited) for the Investors New Jersey Municipal Cash
Fund.
Notes to Financial Statements.
Portfolio of Investments--September 30, 1997 (unaudited).
Investor Michigan Municipal Cash Fund
Statement of Net Assets -- February 1998
C-1
<PAGE> 81
Schedule I has been omitted as the required information is presented in
the Portfolio of Investments at September 30, 1997.
Schedules II, III, IV and V have been omitted as the required
information is not present.
(b) Exhibits
<TABLE>
<S> <C>
99.b1. Amended and Restated Agreement and Declaration of Trust.*
99.b2. By-Laws.*
99.b3. Inapplicable.
99.b4.(a) Text of Share Certificate.*
99.b4.(b) Written Instrument Establishing and Designating New Series.*
99.b4.(c) Written Instrument Establishing and Designating New Trust
Name.*
99.b4.(d) Written Instrument Establishing and Designating New Series
(Michigan Fund).**
99.b5.(a) Investment Management Agreement.**
99.b5.(b) Notification of Additional Portfolio.
99.b6.(a) Administration, Shareholder Services and Distribution
Agreement.**
99.b6.(b) Form of Administration Services and Selling Group
Agreement.*
99.b7. Inapplicable.
99.b8. Custody Agreement.*
99.b9.(a) Agency Agreement.*
99.b9.(b) Supplement to Agency Agreement.*
99.b10.(a) Opinion and Consent of Vedder, Price, Kaufman & Kammholz.**
99.b10.(b) Opinion and Consent of Ropes & Gray.**
99.b11. Report and Consent of Independent Auditors.**
99.b12. Inapplicable.
99.b13. Subscription Agreement.**
99.b14. Inapplicable.
99.b15. See 99.b6.(a) above.
99.b16. Performance Calculations.*
99.b24. Power of Attorney.*
99.b485(b) Inapplicable.
27. Financial Data Schedule.
</TABLE>
- ---------------
* Incorporated herein by reference to the Amendment to Registrant's
Registration Statement on Form N-1A identified below:
<TABLE>
<CAPTION>
EXHIBIT NO. POST-EFFECTIVE AMENDMENT NO. DATE OF FILING
----------- ---------------------------- --------------
<S> <C> <C>
1a, 2, 4(a), 6(b), 8, 9(a) and 16 5 7/28/95
9(b) 6 7/26/96
24 7 3/7/97
4(b) and 4(c) 8 5/20/97
</TABLE>
** To be filed by Post-Effective Amendment prior to the effective date.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not Applicable.
C-2
<PAGE> 82
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The number of record holders of each series of Registrant as of December 4,
1997 is as follows:
<TABLE>
<CAPTION>
NUMBER OF
RECORD
FUND HOLDERS
---- ---------
<S> <C>
Investors Florida Municipal Cash Fund....................... 10
Investors Michigan Municipal Cash Fund...................... 0
Investors New Jersey Municipal Cash Fund.................... 5
Investors Pennsylvania Municipal Cash Fund.................. 8
Tax-Exempt New York Money Market Fund....................... 79
</TABLE>
ITEM 27. INDEMNIFICATION
Article VIII of the Registrant's Agreement and Declaration of Trust
(Exhibit 1 hereto, which is incorporated herein by reference) provides in effect
that the Registrant will indemnify its officers and trustees under certain
circumstances. However, in accordance with Section 17(h) and 17(i) of the
Investment Company Act of 1940 and its own terms, said Article of the Agreement
and Declaration of Trust does not protect any person against any liability to
the Registrant or its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question as to whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
On June 26, 1997, Zurich Insurance Company ("Zurich"), ZKI Holding Corp.
("ZKIH"), Zurich Kemper Investments, Inc. ("ZKI"), Scudder, Stevens & Clark,
Inc. ("Scudder") and the representatives of the beneficial owners of the capital
stock of Scudder ("Scudder Representatives") entered into a transaction
agreement ("Transaction Agreement") pursuant to which Zurich will become the
majority stockholder in Scudder with an approximately 70% interest, and ZKI will
become a wholly-owned subsidiary of, or be combined with, Scudder
("Transaction"). In connection with the trustees evaluation of the Transaction,
Zurich agreed to indemnify the Registrant and the trustees who were not
interested persons of ZKI or Scudder (the "Independent Trustees") for and
against any liability and expenses based upon any action or omission by the
Independent Trustees in connection with their consideration of and action with
respect to the Transaction. In addition, Scudder has agreed to indemnify each
Fund and the Independent Trustees for and against any liability and expenses
based upon any misstatements or omissions by Scudder to the Independent Trustees
in connection with their consideration of the Transaction.
C-3
<PAGE> 83
ITEM 28(a) BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information pertaining to business and other connections of the
Registrant's investment advisers is hereby incorporated by reference to the
section of the Prospectus captioned "Investment Manager and Underwriter"
and to the section of the Statement of Additional Information captioned
"Investment Manager and Underwriter".
Zurich Kemper Investments, Inc., investment adviser of the Registrant, is
investment adviser of:
Kemper Mutual Funds:
Kemper Technology Fund
Kemper Total Return Fund
Kemper Growth Fund
Kemper Small Capitalization Equity Fund
Kemper Income and Capital Preservation Fund
Kemper National Tax-Free Income Series
Kemper Diversified Income Fund
Kemper High Yield Series
Cash Equivalent Fund
Kemper U.S. Government Securities Fund
Kemper International Fund
Kemper Portfolios
Kemper State Tax-Free Income Series
Tax-Exempt California Money Market Fund
Kemper Adjustable Rate U.S. Government Fund
Kemper Blue Chip Fund
Kemper Global Income Fund
Kemper Target Equity Fund
Cash Account Trust
Investors Cash Trust
Investors Municipal Cash Fund
Kemper Value Plus Growth Fund
Kemper Quantitative Equity Fund
Kemper Horizon Fund
Kemper Europe Fund
Kemper Asian Growth Fund
Kemper Aggressive Growth Fund
Kemper Closed-End Funds:
Kemper High Income Trust
Kemper Intermediate Government Trust
Kemper Municipal Income Trust
Kemper Multi-Market Income Trust
Kemper Strategic Municipal Income Trust
The Growth Fund of Spain, Inc.
Kemper Strategic Income Fund
Zurich Money Funds
Zurich YieldWise Money Fund
Zurich Kemper Investments, Inc. also furnishes investment advice to and
manages investment portfolios for other clients including Investors Fund Series
and Kemper International Bond Fund.
<PAGE> 84
Item 28(b)(i) Business and Other Connections of Officers
and Directors of Zurich Kemper Investments, Inc.,
the Investment Adviser
TIMBERS, STEPHEN B.
Director, President, Chief Executive Officer and Chief Investment
Officer, Zurich Kemper Investments, Inc.
Director, Zurich Kemper Distributors, Inc.
Director, Zurich Investment Management, Inc.
Director, Chairman, Zurich Kemper Service Company
Director, Zurich Kemper Value Advisors, Inc.
Director, ZKI Agency, Inc.
Director, President, Kemper International Management, Inc.
Trustee and President, Kemper Funds
Director, The LTV Corporation
Governor, Investment Company Institute
NEAL, JOHN E.
Director, Zurich Kemper Investments, Inc.
President, Kemper Funds Group, a unit of Zurich Kemper
Investments, Inc.
Director, President, Zurich Kemper Service Company
Director, Zurich Kemper Distributors, Inc.
Director, Zurich Investment Management, Inc.
Director, Zurich Kemper Value Advisors, Inc.
Director, ZKI Agency, Inc.
Director, Community Investment Corporation
Director, Continental Community Development Corporation
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
Director, RespiteCare
Director, Urban Shopping Centers, Inc.
Vice President, Kemper Funds
<PAGE> 85
CHAPMAN, II, WILLIAM E.
President, Kemper Retirement Plans Group, a unit of Zurich Kemper
Investments, Inc.
Director, Executive Vice President, Zurich Kemper Distributors, Inc.
Executive Vice President, Zurich Kemper Service Company
VOGEL, VICTOR E.
Senior Executive Vice President, Zurich Kemper Investments, Inc.
Trustee, Zurich Kemper Investments, Inc. Profit Sharing Plan & Money
Purchase Pension Plan
Executive Vice President, Zurich Kemper Service Company
BEIMFORD, JR., JOSEPH P.
Executive Vice President, Zurich Kemper Investments, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Galaxy Offshore, Inc.
Vice President, Investors Cash Trust
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Global Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Series
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper International Bond Fund
Vice President, Investors Fund Series
Vice President, Zurich Money Funds
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Municipal Income Trust
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Portfolios
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Kemper U.S. Government Securities Fund
Vice President, Tax-Exempt California Money Market Fund
Vice President, Investors Municipal Cash Fund
<PAGE> 86
Managing Director, Zurich Investment Management, Inc.
DUDASIK, PATRICK H.
Executive Vice President and Chief Financial Officer, Zurich Kemper
Investments, Inc.
Executive Vice President, Chief Financial Officer and Treasurer,
Zurich Kemper Value Advisors, Inc.
Chief Financial Officer and Treasurer, Zurich Investment Management, Inc.
Treasurer and Chief Financial Officer, Zurich Kemper Distributors, Inc.
Treasurer and Chief Financial Officer, Zurich Kemper Service Company
Treasurer, ZKI Agency, Inc.
FROEHLICH, PH.D, ROBERT J.
Executive Vice President, Chief Investment Strategist, Zurich Kemper
Investments, Inc.
GREENAWALT, JAMES L.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, President, Zurich Kemper Distributors, Inc.
Director, President, ZKI Agency, Inc.
LANGBAUM, GARY A.
Executive Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Total Return Fund
Vice President, Investors Fund Series
MANZONI, JR., CHARLES R.
Executive Vice President, Secretary & General Counsel, Zurich Kemper
Investments, Inc.
Vice President, Kemper Funds
Secretary, ZKI Agency, Inc.
Secretary, Zurich Kemper Service Company
Secretary, Zurich Kemper Distributors, Inc.
Secretary, ZKI Holding Corporation
Secretary, Zurich Investment Management, Inc.
Secretary, Zurich Kemper Value Advisors, Inc.
MURRIHY, MAURA J.
Executive Vice President, Zurich Kemper Investments, Inc.
PECK, JR., ROBERT C.
Executive Vice President, Chief
Investment Officer-Fixed Income, Zurich Kemper Investments, Inc.
Vice President, Zurich Money Funds
Vice President, Kemper Income & Capital Preservation Fund
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Yield Series
Vice President, Cash Equivalent Fund
Vice President, Kemper U.S. Government Securities Fund
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Portfolios
Vice President, Tax-Exempt California Money Market Fund
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Global Income Fund
Vice President, Cash Account Trust
Vice President, Investors Cash Trust
Vice President, Investors Municipal Cash Fund
Vice President, Zurich YieldWise Money Fund
Vice President, Investors Fund Series
Vice President, Kemper High Income Trust
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper Municipal Income Trust
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Kemper Strategic Income Fund
Vice President, Kemper International Bond Fund
REYNOLDS, STEVEN H.
Executive Vice President, Chief Investment Officer - Equities, Zurich
Kemper Investments, Inc.
Vice President, Kemper Technology Fund
Vice President, Kemper Total Return Fund
Vice President, Kemper Growth Fund
Vice President, Kemper Small Capitalization Equity Fund
Vice President, Kemper International Fund
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Value Plus Growth Fund
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Target Equity Fund
Vice President, Kemper Horizon Fund
Vice President, Investors Fund Series
Vice President, The Growth Fund of Spain, Inc.
Vice President, Kemper Europe Fund
<PAGE> 87
ROBERTS, SCOTT A.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Senior Managing Director, Zurich Investment Management, Inc.
SILIGMUELLER, DALE S.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Executive Vice President, Zurich Kemper Service Company
SWANSON, DAVID
Executive Vice President Zurich Kemper Investments, Inc.
WEISS, ROBERT D.
Executive Vice President, Zurich Kemper Investments, Inc.
Director, Senior Managing Director, Zurich Investment Management, Inc.
BERCHER, LINDA A.
Senior Vice President, Zurich Kemper Investments, Inc.
BRUNS, THOMAS V.
Senior Vice President, Zurich Kemper Investments, Inc.
BUKOWSKI, DANIEL J.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Value Plus Growth Fund
Vice President, Investors Fund Series
BUTLER, DAVID H.
Senior Vice President, Zurich Kemper Investments, Inc.
CERVONE, DAVID M.
Senior Vice President, Zurich Kemper Investments, Inc.
CESSINE, ROBERT S.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Investors Fund Series
CHESTER, TRACY McCORMICK
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Target Equity Fund
CHIEN, CHRISTINE
Senior Vice President, Zurich Kemper Investments, Inc.
CIARLELLI, ROBERT W.
Senior Vice President, Zurich Kemper Investments, Inc.
Executive Vice President, Zurich Kemper Service Company
COLLORA, PHILIP J.
Senior Vice President and Assistant Secretary, Zurich Kemper
Investments, Inc.
Vice President and Secretary, Kemper Funds
<PAGE> 88
Assistant Secretary, Kemper International Management, Inc.
Assistant Secretary, Zurich Investment Management, Inc.
Assistant Secretary, Zurich Kemper Value Advisors, Inc.
Assistant Secretary, ZKI Agency, Inc.
DUFFY, JEROME L.
Senior Vice President, Zurich Kemper Investments, Inc.
Treasurer, Kemper Funds
FENGER, JAMES E.
Senior Vice President, Zurich Kemper Investments, Inc.
FINK, THOMAS M.
Senior Vice President, Zurich Kemper Investments, Inc.
Managing Director, Zurich Investment Management, Inc.
GALLAGHER, MICHAEL L.
Senior Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Kemper Service Company
GOERS, RICHARD A.
Senior Vice President, Zurich Kemper Investments, Inc.
GREENWALD, MARSHALL L.
Senior Vice President, Zurich Kemper Investments, Inc.
Managing Director, Zurich Investment Management, Inc.
HARRINGTON, MICHAEL E.
Senior Vice President, Zurich Kemper Investments, Inc.
Executive Vice President, Zurich Kemper Distributors, Inc.
KEITH, GEORGE
Senior Vice President, Zurich Kemper Investments, Inc.
KLEIN, GEORGE
Senior Vice President, Zurich Kemper Investments, Inc.
Director, Managing Director, Zurich Investment Management, Inc.
KLEIN, MARTIN
Senior Vice President, Zurich Kemper Investments, Inc.
Managing Director, Zurich Investment Management, Inc.
KOCHER, GARY
Senior Vice President, Zurich Kemper Investments, Inc.
KORTH, FRANK D.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Technology Fund
McNAMARA, MICHAEL A.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Series
<PAGE> 89
Vice President, Investors Fund Series
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
MOELLER, JAMES V.
Senior Vice President, Zurich Kemper Investments, Inc.
Managing Director, Zurich Investment Management, Inc.
MOORE, C. PERRY
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, ZKI Agency, Inc.
MIER, CHRISTOPHER J.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Municipal Income Trust
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Municipal Income Trust
RABIEGA, CRAIG F.
Senior Vice President, Zurich Kemper Investments, Inc.
First Vice President, Zurich Kemper Service Company
RACHWALSKI, JR. FRANK J.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Investors Cash Trust
Vice President, Investors Fund Series
Vice President, Zurich Money Funds
Vice President, Kemper Portfolios
Vice President, Tax-Exempt California Money Market Fund
Vice President, Investors Municipal Cash Fund
RESIS, JR., HARRY E.
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Series
Vice President, Investors Fund Series
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
ROBISON, JR., JOHN H.
Senior Vice President, Zurich Kemper Investments, Inc.
SCHULTHESZ, HENRY J.
Senior Vice President, Zurich Kemper Investments, Inc.
SILVIA, JOHN E.
Senior Vice President, Zurich Kemper Investments, Inc.
SMITH, JR., EDWARD BYRON
Senior Vice President, Zurich Kemper Investments, Inc.
STALZER, KURT
Senior Vice President, Zurich Kemper Investments, Inc.
URBASZEWSKI, KENNETH T.
Senior Vice President, Zurich Kemper Investments, Inc.
<PAGE> 90
VANDENBERG, RICHARD
Senior Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper U.S. Government Securities Fund
Vice President, Kemper Portfolios
Vice President, Kemper Adjustable Rate U.S. Government Fund
VINCENT, CHRISTOPHER T.
Senior Vice President, Zurich Kemper Investments, Inc.
Managing Director, Zurich Investment Management, Inc.
WONNACOTT, LARRY R.
Senior Vice President, Zurich Kemper Investments, Inc.
Managing Director, Zurich Investment Management, Inc.
BAZAN, KENNETH M.
First Vice President, Zurich Kemper Investments, Inc.
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
BODEM, RICHARD A.
First Vice President, Zurich Kemper Investments, Inc.
First Vice President, Zurich Kemper Service Company
BOEHM, JONATHAN J.
First Vice President, Zurich Kemper Investments, Inc.
Senior Vice President, Zurich Kemper Service Company
BURROW, DALE R.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Strategic Municipal Income Trust
BURSHTAN, DAVID H.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Investors Fund Series
BYRNES, ELIZABETH A.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Intermediate Government Trust
CARNEY, ANNE T.
First Vice President, Zurich Kemper Investments, Inc.
CHRISTIANSEN, HERBERT A.
First Vice President, Zurich Kemper Investments, Inc.
First Vice President, Zurich Kemper Service Company
COHEN, JERRI I.
First Vice President, Zurich Kemper Investments, Inc.
DeMAIO, CHRIS C.
First Vice President, Zurich Kemper Investments, Inc.
Vice President and Chief Accounting Officer, Zurich Kemper Service
Company
<PAGE> 91
DEXTER, STEPHEN P.
First Vice President, Zurich Kemper Investments, Inc.
DOYLE, DANIEL J.
First Vice President, Zurich Kemper Investments, Inc.
HAUSKEN, PHILIP D.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Zurich Kemper Distributors, Inc.
Assistant Secretary, Zurich Investment Management, Inc.
HORTON, ROBERT J.
First Vice President, Zurich Kemper Investments, Inc.
INNES, BRUCE D.
First Vice President, Zurich Kemper Investments, Inc.
Co-President, International Association of Corporate and
Professional Recruiters
JACOBS, PETER M.
First Vice President, Zurich Kemper Investments, Inc.
KIEL, CAROL L.
First Vice President, Zurich Kemper Investments, Inc.
KNAPP, WILLIAM M.
First Vice President, Zurich Kemper Investments, Inc.
KOCH, DEBORAH L.
First Vice President, Zurich Kemper Investments, Inc.
LASKA, ROBERTA E.
First Vice President, Zurich Kemper Investments, Inc.
LENTZ, MAUREEN P.
First Vice President, Zurich Kemper Investments, Inc.
McCRINDLE-PETRARCA, SUSAN
First Vice President, Zurich Kemper Investments, Inc.
McGOVERN, KAREN
First Vice President, Zurich Kemper Investments, Inc.
MICHAEL, DIANNE
First Vice President, Zurich Kemper Investments, Inc.
MINER, EDWARD
First Vice President, Zurich Kemper Investments, Inc.
MURRAY, SCOTT S.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Zurich Kemper Service Company
NORRIS, JOHNSTON A.
First Vice President, Zurich Kemper Investments, Inc.
<PAGE> 92
PANOZZO, ROBERTA L.
First Vice President, Zurich Kemper Investments, Inc.
PECARD, ANN M.
First Vice President, Zurich Kemper Investments, Inc.
PONTECORE, SUSAN E.
First Vice President, Zurich Kemper Investments, Inc.
RADIS, STEVE A.
First Vice President, Zurich Kemper Investments, Inc.
RATEKIN, DIANE E.
First Vice President, Assistant General Counsel and Assistant
Secretary, Zurich Kemper Investments, Inc.
Assistant Secretary, Zurich Kemper Distributors, Inc.
SMITH, ROBERT G.
First Vice President, Zurich Kemper Investments, Inc.
STUEBE, JOHN W.
First Vice President, Zurich Kemper Investments, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
TEPPER, SHARYN A.
First Vice President, Zurich Kemper Investments, Inc.
Assistant Secretary, Zurich Investment Management, Inc.
TOOLE, W. TIMOTHY
First Vice President, Zurich Kemper Investments, Inc.
TRUTTER, JONATHAN W.
First Vice President, Zurich Kemper Investments, Inc.
Managing Director, Zurich Investment Management, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
WETHERALD, ROBERT F.
First Vice President, Zurich Kemper Investments, Inc.
WITTNEBEL, MARK E.
First Vice President, Zurich Kemper Investments, Inc.
ALLEN, PATRICIA L.
Vice President, Zurich Kemper Investments, Inc.
ANTONAK, GEORGE A.
Vice President, Zurich Kemper Investments, Inc.
BALASUBRAMANIAM, KALAMADI
Vice President, Zurich Kemper Investments, Inc.
BARRY, JOANN M.
Vice President, Zurich Kemper Investments, Inc.
BARSANTI, WILLIAM
Vice President, Zurich Kemper Investments, Inc.
<PAGE> 93
BIEBERLY, CHRISTINE A.
Vice President, Zurich Kemper Investments, Inc.
BRENNAN, ELEANOR R.
Vice President, Zurich Kemper Investments, Inc.
BUCHANAN, PAMELA S.
Vice President, Zurich Kemper Investments, Inc.
BURKE, MARY PAT
Vice President, Zurich Kemper Investments, Inc.
CACCIOLA, RONALD
Vice President, Zurich Kemper Investments, Inc.
Managing Director, Zurich Investment Management, Inc.
CARTER, PAUL J.
Vice President and Compliance Manager, Zurich Kemper Investments, Inc.
CECOLA, MARY
Vice President, Zurich Kemper Investments, Inc.
CRAWSHAW, SUSAN
Vice President, Zurich Kemper Investments, Inc.
ESOLA, CHARLES J.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Zurich Kemper Service Company
FERRY, JOHN A.
Vice President, Zurich Kemper Investments, Inc.
FRIHART, THORA A.
Vice President, Zurich Kemper Investments, Inc.
GERACI, AUGUST L.
Vice President, Zurich Kemper Investments, Inc.
GOLAN, JAMES S.
Vice President, Zurich Kemper Investments, Inc.
GRAY, PATRICK
Vice President, Zurich Kemper Investments, Inc.
GROOTENDORST, TONYA
Vice President, Zurich Kemper Investments, Inc.
HAMMAN, JR., JAMES S.
Vice President, Zurich Kemper Investments, Inc.
HECHT, MARC L.
Vice President, Zurich Kemper Investments, Inc.
Assistant Secretary, Zurich Kemper Distributors, Inc.
Assistant Secretary, ZKI Holding Corporation
Assistant Secretary, ZKI Agency, Inc.
Assistant Secretary, Zurich Investment Management, Inc.
Assistant Secretary, Zurich Kemper Value Advisors, Inc.
<PAGE> 94
HUOT, LISA L.
Vice President, Zurich Kemper Investments, Inc.
JASINSKI, R. ANTHONY
Vice President, Zurich Kemper Investments, Inc.
KARWOWSKI, KENNETH F.
Vice President, Zurich Kemper Investments, Inc.
KENNEDY, PATRICK J.
Vice President, Zurich Kemper Investments, Inc.
KOURY, KATHRYN E.
Vice President, Zurich Kemper Investments, Inc.
KOWALCZYK, MARK A.
Vice President, Zurich Kemper Investments, Inc.
Vice President, ZKI Agency, Inc.
KRANZ, KATHY J.
Vice President, Zurich Kemper Investments, Inc.
KRUEGER, PAMELA D.
Vice President, Zurich Kemper Investments, Inc.
KYCE, JOYCE
Vice President, Zurich Kemper Investments, Inc.
Vice President, Zurich Kemper Service Company
LAUTZ, STEPHEN
Vice President, Zurich Kemper Investments, Inc.
LITTLE, BRUCE A.
Vice President, Zurich Kemper Investments, Inc.
MARKLEY, DAVID
Vice President, Zurich Kemper Investments, Inc.
MATZA, LINDA
Vice President, Zurich Kemper Investments, Inc.
McGINN, MARTHA R.
Vice President, Zurich Kemper Investments, Inc.
MEROLD, CARLENE D.
Vice President, Zurich Kemper Investments, Inc.
MILLER, GARY L.
Vice President, Zurich Kemper Investments, Inc.
MILLIGAN, BRIAN J.
Vice President, Zurich Kemper Investments, Inc.
<PAGE> 95
MULLEN, TERRENCE
Vice President, Zurich Kemper Investments, Inc.
MURPHY, THOMAS W.
Vice President, Zurich Kemper Investments, Inc.
NEVILLE, BRIAN P.
Vice President, Zurich Kemper Investments, Inc.
NORMAN, JR., DONALD L.
Vice President, Zurich Kemper Investments, Inc.
NOWAK, GREGORY J.
Vice President, Zurich Kemper Investments, Inc.
PANOZZO, ALBERT R.
Vice President, Zurich Kemper Investments, Inc.
PAXTON, THOMAS
Vice President, Zurich Kemper Investments, Inc.
QUADRINI, LISA L.
Vice President, Zurich Kemper Investments, Inc.
RANDALL, JR., WALTER R.
Vice President, Zurich Kemper Investments, Inc.
ROBINSON, DEBRA A.
Vice President, Zurich Kemper Investments, Inc.
RODGERS, JOHN B.
Vice President, Zurich Kemper Investments, Inc.
ROSE, KATIE M.
Vice President, Zurich Kemper Investments, Inc.
RUDIN, MICHELLE I.
Vice President, Zurich Kemper Investments, Inc.
SAENGER, MARYELLEN
Vice President, Zurich Kemper Investments, Inc.
SCHUERINGS, ROBERT F.
Vice President, Zurich Kemper Investments, Inc.
SCHULDT, STUART N.
Vice President, Zurich Kemper Investments, Inc.
SCHWARZ, LOUIS E.
Vice President, Zurich Kemper Investments, Inc.
SOPHER, EDWARD O.
Vice President, Zurich Kemper Investments, Inc.
<PAGE> 96
SPILLER, KATHLEEN A.
Vice President, Zurich Kemper Investments, Inc.
SPURLING, CHRIS
Vice President, Zurich Kemper Investments, Inc.
STROMM, LAWRENCE D.
Vice President, Zurich Kemper Investments, Inc.
STURM, EILEEN A.
Vice President, Zurich Kemper Investments, Inc.
SUGAR, TAMARA B.
Vice President, Zurich Kemper Investments, Inc.
THOMAS, JILL
Vice President, Zurich Kemper Investments, Inc.
TRUNSKY, JUDITH C.
Vice President, Zurich Kemper Investments, Inc.
WALKER, ANGELA
Vice President, Zurich Kemper Investments, Inc.
WATKINS, JAMES K.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Zurich Kemper Service Company
WERTH, ELIZABETH C.
Vice President, Zurich Kemper Investments, Inc.
Vice President, Zurich Kemper Distributors, Inc.
Assistant Secretary, Kemper Open-End Funds
WILNER, MITCHELL
Vice President, Zurich Kemper Investments, Inc.
WIZER, BARBARA K.
Vice President, Zurich Kemper Investments, Inc.
ZURAWSKI, CATHERINE N.
Vice President, Zurich Kemper Investments, Inc.
<PAGE> 97
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Zurich Kemper Distributors, Inc. acts as principal underwriter of
the Registrant's shares and acts as principal underwriter of the Kemper Funds,
Investors Fund Series and Kemper International Bond Fund.
(b) Information on the officers and directors of Zurich Kemper
Distributors, Inc., principal underwriter for the Registrant is set forth
below. The principal business address is 222 South Riverside Plaza, Chicago,
Illinois 60606.
<TABLE>
<CAPTION>
POSITIONS AND
POSITIONS AND OFFICES OFFICES WITH
NAME WITH UNDERWRITER REGISTRANT
---- ---------------- ----------
<S> <C> <C>
James L. Greenawalt Director, President None
William E. Chapman, II Director, Executive Vice President None
John E. Neal Director Vice President
Stephen B. Timbers Director President/Trustee
Patrick H. Dudasik Financial Principal, Treasurer
and Chief Financial Officer None
Michael E. Harrington Executive Vice President None
Philip D. Hausken Vice President None
Elizabeth C. Werth Vice President Assistant Secretary
Charles R. Manzoni, Jr. Secretary Vice President
Marc L. Hecht Assistant Secretary None
Diane E. Ratekin Assistant Secretary None
</TABLE>
(c) Not applicable.
<PAGE> 98
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Accounts, books and other documents are maintained at the offices of the
Registrant, the branch offices of Registrant's investment adviser, Scudder
Kemper Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, at
the offices of the Registrant's principal underwriter, Kemper Distributors,
Inc., 222 Riverside Plaza, Chicago, Illinois 60606 or, in the case of records
concerning custodial functions, at the offices of the custodian, Investors
Fiduciary Trust Company ("IFTC"), 801 Pennsylvania Avenue, Kansas City, Missouri
64105 or, in the case of records concerning transfer agency functions, at the
offices of IFTC and of the shareholder service agent, Kemper Service Company,
811 Main Street, Kansas City, Missouri 64105.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) The Registrant undertakes to file a Post-Effective Amendment using
financial statements of Investors Michigan Municipal Cash Fund, which need not
be certified, within four to six months from the effective date of the
Registration Statement.
(c) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
C-18
<PAGE> 99
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago and State of Illinois, on the
16th day of December, 1997.
INVESTORS MUNICIPAL CASH FUND
by /s/ STEPHEN B. TIMBERS
------------------------------------
Stephen B. Timbers, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 16, 1997 on behalf of
the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ STEPHEN B. TIMBERS President
- --------------------------------------------------- (Principal Executive Officer) and Trustee
Stephen B. Timbers
/s/ DAVID W. BELIN* Trustee
- ---------------------------------------------------
David W. Belin
/s/ LEWIS A. BURNHAM* Trustee
- ---------------------------------------------------
Lewis A. Burnham
/s/ DONALD L. DUNAWAY* Trustee
- ---------------------------------------------------
Donald L. Dunaway
/s/ ROBERT B. HOFFMAN* Trustee
- ---------------------------------------------------
Robert B. Hoffman
/s/ DONALD R. JONES* Trustee
- ---------------------------------------------------
Donald R. Jones
/s/ SHIRLEY D. PETERSON* Trustee
- ---------------------------------------------------
Shirley D. Peterson
/s/ WILLIAM P. SOMMERS* Trustee
- ---------------------------------------------------
William P. Sommers
/s/ JEROME L. DUFFY* Trustee
- --------------------------------------------------- (Principal Financial and Accounting Officer)
Jerome L. Duffy
</TABLE>
* Philip J. Collora signs this document pursuant to powers of attorney filed in
Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form
N-1A filed on March 7, 1997.
<TABLE>
<S> <C>
/s/ PHILIP J. COLLORA
- ---------------------------------------------------
Philip J. Collora
</TABLE>
C-19
<PAGE> 100
INDEX TO EXHIBITS
Exhibits
<TABLE>
<S> <C>
99.b1. Amended and Restated Agreement and Declaration of Trust.*
99.b2. By-Laws.*
99.b3. Inapplicable.
99.b4.(a) Text of Share Certificate.*
99.b4.(b) Written Instrument Establishing and Designating New Series.*
99.b4.(c) Written Instrument Establishing and Designating New Trust
Name.*
99.b4.(d) Written Instrument Establishing and Designating New Series
(Michigan Fund).**
99.b5.(a) Investment Management Agreement.**
99.b5.(b) Notification of Additional Portfolio.**
99.b6.(a) Administration, Shareholder Services and Distribution
Agreement.**
99.b6.(b) Form of Administrative Services Selling Group Agreement.*
99.b7. Inapplicable.
99.b8. Custody Agreement.**
99.b9.(a) Agency Agreement.*
99.b9.(b) Supplement to Agency Agreement.*
99.b10.(a) Opinion and Consent of Vedder, Price, Kaufman & Kammholz.**
99.b10.(b) Opinion and Consent of Ropes & Gray.**
99.b11. Report and Consent of Independent Auditors.**
99.b12. Inapplicable.
99.b13. Subscription Agreement.**
99.b14. Inapplicable.
99.b15. See 99.b6.(a) above.
99.b16. Performance Calculations.*
99.b24. Power of Attorney.*
99.b485(b) Inapplicable.
27. Financial Data Schedule.**
</TABLE>
- ---------------
* Incorporated herein by reference to the Amendment to Registrant's
Registration Statement on Form N-1A identified below:
<TABLE>
<CAPTION>
EXHIBIT NO. POST-EFFECTIVE AMENDMENT NO. DATE OF FILING
----------- ---------------------------- --------------
<S> <C> <C>
1a, 2, 4(a), 6(b), 8, 9(a) and 16 5 7/28/95
9(b) 6 7/26/96
24 7 3/7/97
4(b) and 4(c) 8 5/20/97
</TABLE>
** To be filed by Post-Effective Amendment prior to the effective date.
