Filed electronically with the Securities and
Exchange Commission on May 28, 1999
File No. 33-34819
File No. 811-6108
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / X /
Post-Effective Amendment No. 13 / /
--
And/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 14 / X /
--
Investors Municipal Cash Fund
-----------------------------
(Exact Name of Registrant as Specified in Charter)
222 South Riverside Plaza, Chicago, Illinois 60606
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (312) 537-7000
-------------
Philip J. Collora, Vice President and Secretary
222 South Riverside Plaza
Chicago, Illinois 60606
-----------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
/ X / Immediately upon filing pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a) (1)
/ / 75 days after filing pursuant to paragraph (a) (2)
/ / On __________________ pursuant to paragraph (b)
/ / On __________________ pursuant to paragraph (a) (1)
/ / On __________________ 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>
Investors Municipal Cash Fund
Investors Michigan Municipal Cash Fund
Supplement to Prospectus
Dated August 1, 1998
-------------------------
The following information supplements the disclosure in the "Financial
Highlights" section of the Prospectus with respect to Investors Michigan
Municipal Cash Fund:
<TABLE>
<CAPTION>
April 6, 1998 to
March 31, 1999
- -----------------------------------------------------------------------------------------------
<S> <C>
Per Share Operating Performance:
Net asset value, beginning of period $1.00
- -----------------------------------------------------------------------------------------------
Net investment income .02
- -----------------------------------------------------------------------------------------------
Less dividends declared .02
- -----------------------------------------------------------------------------------------------
Net asset value, end of period $1.00
- -----------------------------------------------------------------------------------------------
Total Return (not annualized) 2.41%
- -----------------------------------------------------------------------------------------------
Ratios to Average Net Assets after Expense Waiver (annualized):
Expenses .75%
- -----------------------------------------------------------------------------------------------
Net investment income 2.62%
- -----------------------------------------------------------------------------------------------
Ratios to Average Net Assets before Expense Waiver (annualized):
Expenses .87%
- -----------------------------------------------------------------------------------------------
Net investment income 2.50%
- -----------------------------------------------------------------------------------------------
Supplemental Data:
Net assets at end of period (in thousands) $35,625
- -----------------------------------------------------------------------------------------------
</TABLE>
Note: Scudder Kemper has agreed to temporarily waive a portion of its management
fee and absorb certain expenses of the fund.
June 4, 1999
<PAGE>
The Prospectus dated August 1, 1998, as filed with the
Securities and Exchange Commission on July 28, 1998 and
contained in Post-Effective Amendment Number 12, and any
supplements thereto, are being incorporated by reference into
this filing.
The purpose of this filing is to update the financial statements
for Investors Michigan Municipal Cash Fund, pursuant to
Section 10(a)(3) of the Securities Act of 1933
<PAGE>
The Statement of Additional Information dated August 1,
1998, as filed with the Securities and Exchange Commission on July 28,
1998 and contained in Post-Effective Amendment Number
12, and any supplements thereto, are being
incorporated by reference into this filing.
The purpose of this filing is to update the financial statements
for Investors Michigan Municipal Cash Fund, pursuant to
Section 10(a)(3) of the Securities Act of 1933
<PAGE>
Investors Municipal Cash Fund
- --------------------------------------------------------------------------------
DEAR SHAREHOLDERS:
- --------------------------------------------------------------------------------
We appreciate your decision to invest in Investors Municipal Cash Fund. The Fund
series includes:
- Tax-Exempt New York Money Market Fund
- Investors Pennsylvania Municipal Cash Fund
- Investors Florida Municipal Cash Fund
- Investors New Jersey Municipal Cash Fund
- Investors Michigan Municipal Cash Fund
To provide you with an update of each fund's performance, on the following pages
you'll find the annual report for the year ended March 31, 1999.
Briefly, for the past year each fund registered solid performance and achieved
its objective of providing maximum current income that is exempt from Federal,
and where applicable, state income taxes, while maintaining the stability of
principal.
ECONOMIC REVIEW AND OUTLOOK
The U.S. economy continued to grow, as low inflation and low unemployment
figures boosted consumer confidence. Meanwhile, the international uncertainty
that caused the Federal Reserve Board to ease interest rates three times in late
1998 appears to have subsided, as Europe, Asia and Brazil showed signs of
rebounding. These factors have helped build the expectation that the Gross
Domestic Product should remain strong with at least 3% growth in both the first
and second quarters of 1999. Despite this encouraging news, the Fed maintained a
"wait and see" approach with regard to tightening interest rates as 1999 began
to unfold.
Considering this information, we plan to take a relatively neutral approach to
each Investors Municipal Cash Fund's average maturity, although we will look for
attractive opportunities to extend maturities, and enhance performance.
Rest assured that the funds' management is dedicated to achieving each fund's
objective. Given the conditions stated above and our strategy, Investors
Municipal Cash Fund should offer attractive yield potential with a high degree
of stability, and continue to be an excellent place for you to invest your
money.
Thank you again for your investment in Investors Municipal Cash Fund. We look
forward to serving your investment needs for years to come.
Frank J. Rachwalski
Frank Rachwalski
Vice President and Lead Portfolio Manager
May 17, 1999
Frank Rachwalski is a Managing Director of Scudder Kemper Investments, Inc. and
is Vice President and Lead Portfolio Manager of Investors Municipal Cash Fund.
Mr. Rachwalski holds B.B.A. and M.B.A. degrees from Loyola University.
FUND RESULTS
For the twelve month period ended March 31, 1999
<TABLE>
<CAPTION>
Equivalent
Net Yield Taxable Yield
<S> <C> <C>
Tax-Exempt New York Money
Market Fund 2.43% 4.30%
Investors Pennsylvania
Municipal Cash Fund 2.44% 3.99%
Investors Florida Municipal
Cash Fund 2.44% 3.88%
Investors New Jersey Municipal
Cash Fund 2.20% 3.74%
Investors Michigan Municipal
Cash Fund 2.63% 4.38%
</TABLE>
Note: Michigan's performance is since inception on 4/6/98
NOTES
Each fund's net yield is the annualized sum of the daily dividend rates for the
period. Yields are historical, may fluctuate, and do not guarantee future
performance.
The equivalent taxable yield allows you to compare the fund with the performance
of taxable money market funds. For Tax-Exempt New York Money Market Fund, the
equivalent taxable yield is based upon the fund's yield and a combined Federal
and State of New York and New York City marginal income tax rate of 43.5%. For
Investors Pennsylvania Municipal Cash Fund, the equivalent taxable yield is
based upon the fund's yield and a combined Federal and State of Pennsylvania
marginal income tax rate of 38.9%. For Investors Florida Municipal Cash Fund,
the equivalent taxable yield is based upon the fund's yield and a 37.1% Federal
income tax rate. For Investors New Jersey Municipal Cash Fund, the equivalent
taxable yield is based upon the fund's yield and a combined Federal and State of
New Jersey marginal income tax rate of 41.1%. For Investors Michigan Municipal
Cash Fund, the equivalent taxable yield is based upon the fund's yield and a
combined Federal and State of Michigan marginal income tax rate of 39.9%. Income
may be subject to local taxes and for some investors, the alternative minimum
tax.
Like all money market funds, an investment in these funds is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the funds seek to preserve your investment at $1.00 per share,
it is possible to lose money.
The views expressed in this report reflect those of the portfolio manager only
through the end of the period stated above. The manager's views are subject to
change at any time, based on market and other conditions.
<PAGE> 2
Investors Municipal Cash Fund 2
- --------------------------------------------------------------------------------
TAX-EXEMPT NEW YORK MONEY MARKET FUND
Investments at March 31, 1999
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
(A)VARIABLE RATE DEMAND SECURITIES
<S> <C>
New York State
Dormitory Authority
2.95% $ 8,500
Energy Research and Development Authority:
Brooklyn Union Gas Project
2.95% 6,025
Electric & Gas Corp. Project
2.90% 3,700
Niagara Mohawk Power Corp. Project
3.14% 7,850
Housing Finance Agency:
Hospital for Special Surgery
2.95% 960
Normandie Court I
2.80% 3,000
Sixth Avenue
2.85% 6,000
250 West 50th Street
2.85% 4,500
Job Development Authority
2.97% 8,035
Local Government Assistance Corp.
2.80% 3,500
Medical Care Facilities Finance Agency
2.95% 1,900
- -----------------------------------------------------------
Babylon
Industrial Development Agency:
J. D'Addario Realty Co., Inc. Project
3.05% 2,000
OFS Equity Babylon Project
3.00% 2,100
Ogden Martin Systems Project
2.75% 4,000
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
New York City
General Obligation
3.24% $ 14,610
Health and Hospitals Corp.
2.80% 11,780
Housing Development Corp.:
Columbus Gardens Project
2.70% 3,800
Industrial Development Agency
2.85% 3,290
Jennings Street
2.80% 2,000
West 43rd Street
2.80% 700
Municipal Water Finance Authority
3.26% 6,650
Trust for Cultural Resources
2.85% 1,500
- -----------------------------------------------------------
Niagara County
Industrial Development Agency
3.05% 8,500
- -----------------------------------------------------------
St. Lawrence County
Industrial Development Agency
3.00% 500
- -----------------------------------------------------------
Puerto Rico
Government Development Bank
2.75% 1,000
- -----------------------------------------------------------
TOTAL VARIABLE RATE DEMAND
SECURITIES--63.1%
(average maturity: 5 days) 116,400
- -----------------------------------------------------------
</TABLE>
<PAGE> 3
Investors Municipal Cash Fund 3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
OTHER SECURITIES
<S> <C>
New York State
Dormitory Authority:
Columbia University
2.95%, 7/13/99 - 7/19/99 $ 4,000
Memorial Sloan-Kettering Cancer Center
2.70% - 2.95%, 4/9/99 - 4/12/99 7,450
General Obligation
2.70% - 3.10%, 4/12/99 - 7/20/99 17,000
Metropolitan Transportation Authority
2.70% - 3.00%, 5/13/99 - 7/21/99 9,000
Power Authority
2.75% - 3.15%, 4/7/99 - 6/14/99 8,500
- -----------------------------------------------------------
Long Island
Power Authority
2.45% - 3.20%, 4/8/99 - 7/22/99 6,300
- -----------------------------------------------------------
Nassau County
Revenue Anticipation Notes
3.60%, 4/13/99 1,000
Tax Anticipation Notes
3.05% - 3.10%, 8/18/99 - 12/22/99 5,010
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
New York City
General Obligation
3.00% - 3.25%, 4/1/99 - 4/12/99 $ 3,400
Municipal Water Finance Authority
2.75% - 2.90%, 4/9/99 - 5/3/99 5,000
- -----------------------------------------------------------
Puerto Rico
General Obligation
3.09%, 7/1/99 1,509
- -----------------------------------------------------------
TOTAL OTHER SECURITIES--36.9%
(average maturity: 64 days) 68,169
- -----------------------------------------------------------
TOTAL INVESTMENTS--100%
(average maturity: 27 days) 184,569
- -----------------------------------------------------------
LIABILITIES, LESS OTHER ASSETS (72)
- -----------------------------------------------------------
NET ASSETS--100% $184,497
- -----------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolios of Investments.
<PAGE> 4
Investors Municipal Cash Fund 4
- --------------------------------------------------------------------------------
INVESTORS PENNSYLVANIA MUNICIPAL CASH FUND
Investments at March 31, 1999
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
(A)VARIABLE RATE DEMAND SECURITIES
<S> <C>
PENNSYLVANIA OBLIGATIONS
- -----------------------------------------------------------
Pennsylvania State
Higher Education Assistance Agency
3.10% $ 100
Higher Education Facilities Authority
3.20% 200
- -----------------------------------------------------------
Allegheny County
Industrial Development Authority:
Environmental Improvements Revenue
2.95% 100
Eye & Ear Properties Corp.
3.15% 100
- -----------------------------------------------------------
Allentown
Hospital Authority Revenue
3.15% 100
- -----------------------------------------------------------
Chester County
Industrial Development Authority
3.25% 100
- -----------------------------------------------------------
Dallastown
School District Revenue
3.09% 100
- -----------------------------------------------------------
Dauphin County
General Authority Revenue
3.09% 100
- -----------------------------------------------------------
Delaware County
Industrial Development Authority
3.10% 500
- -----------------------------------------------------------
Delaware Valley
Regional Financing Authority
2.95% 200
- -----------------------------------------------------------
Emmaus
General Authority Revenue
3.00% 100
- -----------------------------------------------------------
Erie County
Hospital Authority
2.95% 100
- -----------------------------------------------------------
Gettysburg
Industrial Development Authority
3.05% 100
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Indiana County
Industrial Development Authority
3.00% $ 100
- -----------------------------------------------------------
Lehigh County
General Purpose Authority
3.00% 200
Industrial Development Authority
3.00% 100
- -----------------------------------------------------------
Northumberland County
Industrial Development Authority
3.05% 150
- -----------------------------------------------------------
Philadelphia
Authority for Industrial Development Revenue
3.10% 200
- -----------------------------------------------------------
Pittsburgh
University of Pittsburgh
3.00% 200
- -----------------------------------------------------------
Quakertown
Hospital Authority
3.10% 100
- -----------------------------------------------------------
Schuylkill County
Industrial Development Authority
2.95% 100
- -----------------------------------------------------------
Venango
Industrial Development Authority
3.35% 100
- -----------------------------------------------------------
Washington County
Higher Education Pooled Equipment Leasing Program
3.05% 200
- -----------------------------------------------------------
York County
Industrial Development Authority
3.10% 100
- -----------------------------------------------------------
Other Obligations
- -----------------------------------------------------------
Alaska
Valdez
Exxon Pipeline Co. Project
3.10% 200
- -----------------------------------------------------------
District of Columbia
General Obligation
3.25% 100
- -----------------------------------------------------------
</TABLE>
<PAGE> 5
Investors Municipal Cash Fund 5
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
Illinois
Chicago
O'Hare International Airport Revenue
3.10% $ 200
- -----------------------------------------------------------
Indiana
Jasper County
Pollution Control Revenue
3.15% 100
- -----------------------------------------------------------
Montana
Forsyth
Pollution Control Revenue
3.30% 150
- -----------------------------------------------------------
New York
Job Development Authority
3.00% 200
- -----------------------------------------------------------
Texas
Harris County
Health Facilities Development Corp. Revenue
3.10% 100
- -----------------------------------------------------------
Wyoming
Platte County
Pollution Control Revenue
3.30% 200
- -----------------------------------------------------------
Puerto Rico
Government Development Bank
2.75% 100
Highway and Transportation Authority
2.65% 100
Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing
Authority
2.75% 100
- -----------------------------------------------------------
TOTAL VARIABLE RATE DEMAND
SECURITIES--83.3%
(average maturity: 4 days) 5,000
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
OTHER SECURITIES
- -----------------------------------------------------------
Allegheny County
Industrial Development Authority
3.20%, 7/22/99 $ 200
- -----------------------------------------------------------
Carbon County
Industrial Development Authority
3.20%, 6/17/99 600
- -----------------------------------------------------------
Montgomery County
Industrial Development Authority
2.95%, 5/11/99 100
- -----------------------------------------------------------
Venango
Industrial Development Authority
2.85%, 5/13/99 100
- -----------------------------------------------------------
TOTAL OTHER SECURITIES--16.7%
(average maturity: 78 days) 1,000
- -----------------------------------------------------------
TOTAL INVESTMENTS--100%
(average maturity: 17 days) 6,000
- -----------------------------------------------------------
OTHER ASSETS, LESS LIABILITIES 3
- -----------------------------------------------------------
NET ASSETS--100% $6,003
- -----------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolios of Investments.
<PAGE> 6
Investors Municipal Cash Fund 6
- --------------------------------------------------------------------------------
INVESTORS FLORIDA MUNICIPAL CASH FUND
Investments at March 31, 1999
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
(A) VARIABLE RATE DEMAND SECURITIES
<S> <C>
FLORIDA OBLIGATIONS
- -----------------------------------------------------------
Florida State
Capital Projects Financing Authority
3.05% $ 200
Municipal Power Agency
3.00% 300
- -----------------------------------------------------------
Alachua County
Health Facilities Authority
3.05% 700
Industrial Development Authority
3.05% 200
- -----------------------------------------------------------
Broward County
Industrial Development Authority
3.45% 200
- -----------------------------------------------------------
Collier County
Health Facilities Authority
3.10% 800
- -----------------------------------------------------------
Dade County
Aviation Facilities
3.02% 360
Industrial Development Authority:
Dolphins Stadium Project
3.05% 300
Spectrum Programs, Inc. Project
3.05% 800
Water and Sewer System Revenue
2.90% 700
- -----------------------------------------------------------
Hillsborough County
Industrial Development Authority
Development Revenue
3.00% 600
Tampa Electric Co. Project
3.15% 3,000
- -----------------------------------------------------------
Jacksonville
Health Facilities Authority
3.05% 500
Industrial Development Authority
3.00% 200
- -----------------------------------------------------------
Lake Wales
Medical Centers Revenue
3.00% 400
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Orange County
Health Facilities Authority:
Adventist Health System
3.00% $ 500
Presbyterian Retirement Project
3.05% 300
- -----------------------------------------------------------
Orlando
Republic Drive Interchange Project
2.95% 700
- -----------------------------------------------------------
Putnam County
Development Authority Revenue
3.05% 280
- -----------------------------------------------------------
Sarasota County
Health Facilities Authority
3.05% 200
- -----------------------------------------------------------
St. Lucie County
Pollution Control Revenue
3.10% 900
- -----------------------------------------------------------
OTHER OBLIGATIONS
- -----------------------------------------------------------
Arizona
Maricopa County
Pollution Control Revenue
3.15% 700
- -----------------------------------------------------------
District of Columbia
General Obligation
3.30% 500
- -----------------------------------------------------------
Illinois
Chicago O'Hare International Airport Revenue
3.10% 400
- -----------------------------------------------------------
New York
Job Development Authority
3.00% 200
- -----------------------------------------------------------
Ohio
Solid Waste Revenue
3.30% 300
- -----------------------------------------------------------
</TABLE>
<PAGE> 7
Investors Municipal Cash Fund 7
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
Puerto Rico
Highway and Transportation Authority
2.65% $ 300
Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing
Authority
2.75% 200
- -----------------------------------------------------------
TOTAL VARIABLE RATE DEMAND
SECURITIES--72.1%
(average maturity: 4 days) 14,740
- -----------------------------------------------------------
OTHER SECURITIES
Florida State
Municipal Power Agency
3.15%, 8/12/99 600
- -----------------------------------------------------------
Hillsborough County
Aviation Authority
3.10%, 7/13/99 500
- -----------------------------------------------------------
Jacksonville
Electric Authority
2.85% - 3.25%, 5/7/99 - 6/14/99 900
- -----------------------------------------------------------
Orlando
Capital Improvement Revenue
2.85% - 3.25%, 5/7/99 - 6/24/99 800
- -----------------------------------------------------------
Palm Beach County
Health Facilities Authority
3.00%, 7/22/99 200
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Pinellas County
Educational Facilities
3.15%, 7/21/99 $ 1,000
- -----------------------------------------------------------
Sarasota County
Public Hospital District
3.15%, 6/17/99 200
- -----------------------------------------------------------
Sunshine State Governmental Financing Commission
2.90%, 5/14/99 715
- -----------------------------------------------------------
West Orange
Memorial Hospital Tax District
3.15% - 3.20%, 7/20/99 700
- -----------------------------------------------------------
Puerto Rico
General Obligation
3.09%, 7/1/99 101
- -----------------------------------------------------------
TOTAL OTHER SECURITIES--27.9%
(average maturity: 87 days) 5,716
- -----------------------------------------------------------
TOTAL INVESTMENTS--100%
(average maturity: 28 days) 20,456
- -----------------------------------------------------------
LIABILITIES, LESS OTHER ASSETS (2)
- -----------------------------------------------------------
NET ASSETS--100% $20,454
- -----------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolios of Investments.
<PAGE> 8
Investors Municipal Cash Fund 8
- --------------------------------------------------------------------------------
INVESTORS NEW JERSEY MUNICIPAL CASH FUND
Investments at March 31, 1999
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
(A)VARIABLE RATE DEMAND SECURITIES
<S> <C>
NEW JERSEY OBLIGATIONS
- -----------------------------------------------------------
New Jersey State
Economic Development Authority:
AIRIS Newark Project
2.70% $ 600
El Dorado Terminals Co.
3.10% 100
Foreign Trade Zone Project
2.55% 1,500
Four H Properties, Inc. Project
3.20% 200
400 International Drive Partners
2.60% 1,200
General Motors Project
2.65% 520
Hoffmann - La Roche Inc. Project
3.35% 200
National Utility Investors Corp. Project
3.00% 400
Natural Gas Co. Project
2.55% 200
Public Service Electric and Gas Co.
2.80% 700
Stolthaven Project
3.30% 1,300
Thermal Energy Facilities Revenue
2.90% 100
United Water, Inc. Project
2.64% 500
Healthcare Facilities Financing Authority:
Hospital Capital Asset Financing
2.80% 600
Pascack Community Services
2.90% 300
Sports and Exposition Authority
2.80% 600
Turnpike Authority
2.70% 700
- -----------------------------------------------------------
Essex County
Improvement Authority
2.55% 300
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Somerset County
Pollution Control Revenue
2.70% $ 200
- -----------------------------------------------------------
Union County
Pollution Control Revenue
2.41% 700
- -----------------------------------------------------------
OTHER OBLIGATIONS
- -----------------------------------------------------------
District of Columbia
General Obligation
3.28% 700
- -----------------------------------------------------------
Florida
Hillsborough County
Industrial Development Authority
3.22% 300
- -----------------------------------------------------------
New York
Babylon
Industrial Development Agency
3.00% 200
- -----------------------------------------------------------
Ohio
Solid Waste Revenue
3.30% 300
- -----------------------------------------------------------
Texas
Harris County
Health Facilities Development Corp. Revenue
3.10% 400
- -----------------------------------------------------------
Puerto Rico
Government Development Bank
2.75% 100
Highway and Transportation Authority
2.65% 300
Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing
Authority
2.75% 300
- -----------------------------------------------------------
TOTAL VARIABLE RATE DEMAND
SECURITIES--88.2%
(average maturity: 4 days) 13,520
- -----------------------------------------------------------
</TABLE>
<PAGE> 9
Investors Municipal Cash Fund 9
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
<S> <C>
OTHER SECURITIES
New Jersey State
Economic Development Authority
2.65%, 5/4/99 $ 300
Education Facilities Authority
2.70%, 4/1/99 300
Port Authority
3.00%, 7/20/99 695
Revenue Anticipation Notes
3.46%, 6/15/99 201
Transportation Trust Fund
3.01%, 12/15/99 507
- -----------------------------------------------------------
Salem County
Pollution Control Revenue
2.90%, 7/13/99 200
- -----------------------------------------------------------
Puerto Rico
General Obligation
3.09%, 7/1/99 100
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
TOTAL OTHER SECURITIES--15.0%
(average maturity: 115 days) $ 2,303
- -----------------------------------------------------------
TOTAL INVESTMENTS--103.2%
(average maturity: 20 days) 15,823
- -----------------------------------------------------------
LIABILITIES, LESS CASH AND OTHER ASSETS--(3.2)% (493)
- -----------------------------------------------------------
NET ASSETS--100% $15,330
- -----------------------------------------------------------
</TABLE>
See accompanying Notes to Portfolios of Investments.
<PAGE> 10
Investors Municipal Cash Fund 10
- --------------------------------------------------------------------------------
INVESTORS MICHIGAN MUNICIPAL CASH FUND
Investments at March 31, 1999
(Value in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Value
(A)VARIABLE RATE DEMAND SECURITIES
<S> <C>
Michigan State
Higher Education Authority
3.00% $ 1,500
Hospital Financing Authority
3.15% 1,200
Job Development Authority:
Gordon Food Service, Inc. Project
3.00% 1,500
Kenwood Residence
3.00% 1,500
Strategic Fund:
Consumers Power Co. Project
3.20% 1,100
Continental Aluminum Project
3.20% 1,300
Creative Foam Corp. Project
3.20% 1,200
Detroit Edison Co.
3.30% 2,800
General Motors Corp. Project
3.15% 1,500
Hope Network, Inc. Project
3.15% 1,000
Thorn Apple Valley, Inc. Project
3.35% 2,000
Michigan State University General Revenue
3.00% 1,500
University of Michigan Hospitals
3.15% 700
- -----------------------------------------------------------
Bruce Township
Hospital Financing Authority
2.90% 1,500
- -----------------------------------------------------------
Cornell Township
Economic Development Corp.
3.00% 225
- -----------------------------------------------------------
County of Wayne
Airport Revenue
3.00% 1,200
- -----------------------------------------------------------
Delta County
Economic Development Corp.
3.00% 400
- -----------------------------------------------------------
Detroit
Sewage Revenue
3.00% 1,500
- -----------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Value
<S> <C>
Farmington Hills
Economic Development Authority
3.20% $ 1,335
- -----------------------------------------------------------
Genesee County
Economic Development Authority
3.20% 900
- -----------------------------------------------------------
Grand Rapids
Water Supply Revenue
2.90% 1,500
- -----------------------------------------------------------
Oakland County
Economic Development Corp.
3.20% 1,000
- -----------------------------------------------------------
TOTAL VARIABLE RATE DEMAND
SECURITIES--79.6%
(average maturity: 6 days) 28,360
- -----------------------------------------------------------
OTHER SECURITIES
Michigan State
Strategic Fund
3.15%, 6/16/99 - 7/21/99 4,200
University of Michigan Regents
3.10% - 3.15%, 7/20/99 - 8/12/99 1,500
- -----------------------------------------------------------
Cornell Township
Economic Development Corp.
2.75%, 5/13/99 1,100
- -----------------------------------------------------------
Puerto Rico
General Obligation
3.09%, 7/1/99 402
- -----------------------------------------------------------
TOTAL OTHER SECURITIES--20.2%
(average maturity: 98 days) 7,202
- -----------------------------------------------------------
TOTAL INVESTMENTS--99.8%
(average maturity: 25 days) 35,562
- -----------------------------------------------------------
CASH AND OTHER ASSETS, LESS LIABILITIES--.2% 63
- -----------------------------------------------------------
NET ASSETS--100% $35,625
- -----------------------------------------------------------
</TABLE>
NOTES TO PORTFOLIOS 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, 1999.
See accompanying Notes to Financial Statements.
<PAGE> 11
Investors Municipal Cash Fund 11
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES AND SHAREHOLDERS
INVESTORS MUNICIPAL CASH FUND
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Tax-Exempt New York Money Market Fund,
Investors Pennsylvania Municipal Cash Fund, Investors Florida Municipal Cash
Fund, Investors New Jersey Municipal Cash Fund and Investors Michigan Municipal
Cash Fund comprising Investors Municipal Cash Fund, as of March 31, 1999, the
related statements of operations and changes in net assets for the periods and
the financial highlights for each of the fiscal periods indicated therein. 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, 1999, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the funds comprising Investors Municipal Cash Fund at March 31, 1999, the
results of their operations, the changes in their net assets and the financial
highlights for each of the fiscal periods indicated therein in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
May 18, 1999
<PAGE> 12
Investors Municipal Cash Fund 12
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
March 31, 1999
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS NEW YORK PENNSYLVANIA FLORIDA NEW JERSEY MICHIGAN
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
Investments, at amortized cost $184,569 6,000 20,456 15,823 35,562
- -------------------------------------------------------------------------------------------------------------------------
Cash -- -- -- 105 98
- -------------------------------------------------------------------------------------------------------------------------
Interest receivable 503 16 56 47 115
- -------------------------------------------------------------------------------------------------------------------------
Total assets 185,072 6,016 20,512 15,975 35,775
- -------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND NET ASSETS
- -------------------------------------------------------------------------------------------------------------------------
Cash overdraft 104 3 23 -- --
- -------------------------------------------------------------------------------------------------------------------------
Payable for:
Dividends 11 -- 1 1 2
- -------------------------------------------------------------------------------------------------------------------------
Fund shares redeemed 107 4 -- 15 12
- -------------------------------------------------------------------------------------------------------------------------
Securities purchased -- -- -- 600 --
- -------------------------------------------------------------------------------------------------------------------------
Management fee 53 -- -- -- 2
- -------------------------------------------------------------------------------------------------------------------------
Distribution services fee 149 4 15 14 85
- -------------------------------------------------------------------------------------------------------------------------
Custodian and transfer fee and related
expense 59 2 4 5 13
- -------------------------------------------------------------------------------------------------------------------------
Trustees' fees and other 92 -- 15 10 36
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities 575 13 58 645 150
- -------------------------------------------------------------------------------------------------------------------------
Net assets applicable to shares outstanding $184,497 6,003 20,454 15,330 35,625
- -------------------------------------------------------------------------------------------------------------------------
THE PRICING OF SHARES
- -------------------------------------------------------------------------------------------------------------------------
Shares outstanding 184,497 6,003 20,454 15,330 35,625
- -------------------------------------------------------------------------------------------------------------------------
Net asset value and redemption price per share $1.00 1.00 1.00 1.00 1.00
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 13
Investors Municipal Cash Fund 13
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
Year ended March 31, 1999
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NEW YORK PENNSYLVANIA FLORIDA NEW JERSEY MICHIGAN(A)
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INTEREST INCOME $4,334 134 293 268 1,099
- -------------------------------------------------------------------------------------------------------------------------
EXPENSES:
Management fee 296 9 20 19 72
- -------------------------------------------------------------------------------------------------------------------------
Distribution services fee 674 20 45 44 114
- -------------------------------------------------------------------------------------------------------------------------
Custodian and transfer agent fees and related
expenses 228 3 9 8 34
- -------------------------------------------------------------------------------------------------------------------------
Reports to shareholders 32 1 2 2 7
- -------------------------------------------------------------------------------------------------------------------------
Registration costs 22 8 11 15 23
- -------------------------------------------------------------------------------------------------------------------------
Professional fees 57 3 8 6 18
- -------------------------------------------------------------------------------------------------------------------------
Trustees' fees and other 11 2 5 5 16
- -------------------------------------------------------------------------------------------------------------------------
Total expenses before expense waiver 1,320 46 100 99 284
- -------------------------------------------------------------------------------------------------------------------------
Less expenses waived by the investment
manager (239) (9) (22) (19) (39)
- -------------------------------------------------------------------------------------------------------------------------
Total expenses absorbed by the fund 1,081 37 78 80 245
- -------------------------------------------------------------------------------------------------------------------------
Net investment income $3,253 97 215 188 854
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) For the period from April 6, 1998 (commencement of operations) to March 31,
1999.
<PAGE> 14
Investors Municipal Cash Fund 14
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NEW-YORK PENNSYLVANIA
------------------------------------------------------
YEAR YEAR YEAR MAY 21,
ENDED ENDED ENDED 1997 TO
MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1999 1998
-------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATIONS, DIVIDENDS AND
CAPITAL SHARE ACTIVITY
Net investment income $ 3,253 2,328 $ 97 67
- ---------------------------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (3,253) (2,328) (97) (67)
- ---------------------------------------------------------------------------------------------------------------------
Capital share transactions (dollar amounts and number of
shares are the same):
Shares sold 822,159 389,412 33,397 14,257
- ---------------------------------------------------------------------------------------------------------------------
Shares issued in reinvestment of dividends 3,177 2,361 90 66
- ---------------------------------------------------------------------------------------------------------------------
825,336 391,773 33,487 14,323
Shares redeemed (745,037) (348,150) (30,679) (11,228)
- ---------------------------------------------------------------------------------------------------------------------
Net increase from capital share transactions and total
increase in net assets 80,299 43,623 2,808 3,095
- ---------------------------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 104,198 60,575 3,195 100
- ---------------------------------------------------------------------------------------------------------------------
End of period $ 184,497 104,198 $ 6,003 3,195
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE> 15
Investors Municipal Cash Fund 15
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
(in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA NEW-JERSEY MICHIGAN
---------------------------------------------------------
YEAR MAY 22, YEAR MAY 23, APRIL 6,
ENDED 1997 TO ENDED 1997 TO 1998 TO
MARCH 31, MARCH 31, MARCH 31, MARCH 31, MARCH 31,
1999 1998 1999 1998 1999
---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS, DIVIDENDS AND
CAPITAL SHARE ACTIVITY
Net investment income $ 215 117 188 91 854
- ------------------------------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income (215) (117) (188) (91) (854)
- ------------------------------------------------------------------------------------------------------------------------
Capital share transactions (dollar amounts and number of
shares are the same):
Shares sold 83,792 41,975 71,537 29,234 83,345
- ------------------------------------------------------------------------------------------------------------------------
Shares issued in reinvestment of dividends 197 111 168 89 850
- ------------------------------------------------------------------------------------------------------------------------
83,989 42,086 71,705 29,323 84,195
Shares redeemed (71,146) (34,575) (61,040) (24,758) (48,670)
- ------------------------------------------------------------------------------------------------------------------------
Net increase from capital share transactions and total
increase in net assets 12,843 7,511 10,665 4,565 35,525
- ------------------------------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 7,611 100 4,665 100 100
- ------------------------------------------------------------------------------------------------------------------------
End of period $ 20,454 7,611 15,330 4,665 35,625
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 16
Investors Municipal Cash Fund 16
- --------------------------------------------------------------------------------
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 five series of shares. The Tax-Exempt New York Money Market Fund,
Investors Pennsylvania Municipal Cash Fund, Investors Florida Municipal Cash
Fund, Investors New Jersey Municipal Cash Fund and Investors Michigan 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's policy is to comply with the requirements of the Internal Revenue
Code, as amended, which are applicable to regulated investment companies, and to
distribute all of its income to its shareholders. Accordingly, each fund paid no
federal income taxes and no federal income tax provision was required.
3. TRANSACTIONS WITH AFFILIATES
MANAGEMENT AGREEMENT
The funds have a management agreement with Scudder Kemper Investments, Inc.
(Scudder Kemper) and pay a monthly investment management fee of 1/12 of the
annual rate of .22% of the first $500 million of combined average daily net
assets declining to .15% of combined average daily net assets in excess of $3
billion. During the period ended March 31, 1999, the funds incurred management
fees of $90,000, after an expense waiver by Scudder Kemper.
DISTRIBUTION AGREEMENT
The funds have an administration, shareholder services and distribution
agreement with Kemper
<PAGE> 17
Investors Municipal Cash Fund 17
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Distributors, Inc. (KDI). For its services as primary distributor, the Funds pay
KDI an annual fee of .50% of average daily net assets of each fund, except for
the Michigan Fund, which pays .35% of its average daily net assets. For the
period ended March 31, 1999, the funds incurred distribution fees of $895,000,
after an expense waiver by Scudder Kemper. KDI has related service agreements
with various firms to provide cash management and other services for fund
shareholders. Under these agreements, KDI 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, except for the Michigan Fund, for which it pays firms at
an annual rate of .35%. KDI may pay certain firms additional amounts.
SHAREHOLDER SERVICES AGREEMENT
Pursuant to a services agreement with the trust's transfer agent, Kemper Service
Company (KSvC) is the shareholder service agent of the trust. Under the
agreement, KSvC received shareholder services fees of $226,000 for the period
ended March 31, 1999.
OFFICERS AND TRUSTEES
Certain officers or trustees of the trust are also officers or directors of
Scudder Kemper. During the period ended March 31, 1999, the trust made no
payments to its officers and incurred trustees' fees of $18,000 to independent
trustees.
EXPENSE ABSORPTION
Scudder Kemper has agreed to temporarily waive a portion of its management fee
and absorb operating expenses to the extent that such expenses exceed .75% of
the average daily net assets of the Michigan Fund, .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 March 31,
1999, Scudder Kemper waived and absorbed $328,000 of expenses.
SUBSEQUENT EVENT
On April 15, 1999 Scudder Kemper purchased Michigan Strategic Fund, Thorn Apple
Valley, Inc. Project, from the Investors Michigan Municipal Cash Fund for
$203,000 in excess of the security's value. The fund recorded a realized loss on
the sale and a capital contribution of an equal amount from Scudder Kemper.
Scudder Kemper received no shares of the fund or other consideration in exchange
for such contribution.
<PAGE> 18
Investors Municipal Cash Fund 18
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
NEW YORK 1999 1998 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------
<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 .02 .03 .03 .03 .02
- ---------------------------------------------------------------------------------------------------------------
Less dividends declared .02 .03 .03 .03 .02
- ---------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 1.00 1.00 1.00 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------
TOTAL RETURN 2.50% 2.90 3.03 3.03 2.40
- ---------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS AFTER EXPENSE WAIVER:
Expenses .80% .80 .44 .80 .80
- ---------------------------------------------------------------------------------------------------------------
Net investment income 2.41% 2.83 2.96 2.95 2.44
- ---------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS BEFORE EXPENSE WAIVER:
Expenses .98% .98 .96 1.14 1.15
- ---------------------------------------------------------------------------------------------------------------
Net investment income 2.23% 2.65 2.44 2.61 2.09
- ---------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $184,497 104,198 60,575 18,527 14,090
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PENNSYLVANIA FLORIDA NEW JERSEY MICHIGAN
------------------------ ------------------------ ------------------------ ----------------
YEAR YEAR YEAR
ENDED MAY 21, 1997 ENDED MAY 22, 1997 ENDED MAY 23, 1997 APRIL 6, 1998
MARCH 31, TO MARCH 31, MARCH 31, TO MARCH 31, MARCH 31, TO MARCH 31, TO MARCH 31,
1999 1998 1999 1998 1999 1998 1999
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
period $ 1.00 1.00 1.00 1.00 1.00 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income .02 .02 .02 .02 .02 .02 .02
- ---------------------------------------------------------------------------------------------------------------------------------
Less dividends declared .02 .02 .02 .02 .02 .02 .02
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 1.00 1.00 1.00 1.00 1.00 1.00 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (NOT ANNUALIZED) 2.50% 2.42 2.50 2.41 2.26 2.22 2.41
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
AFTER EXPENSE WAIVER (ANNUALIZED):
Expenses .90% .90 .85 .90 .90 .90 .75
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 2.40% 2.76 2.36 2.74 2.13 2.55 2.62
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
BEFORE EXPENSE WAIVER (ANNUALIZED):
Expenses 1.12% 1.11 1.09 .99 1.12 1.12 .87
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 2.18% 2.55 2.12 2.65 1.91 2.33 2.50
- ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period
(in thousands) $6,003 3,195 20,454 7,611 15,330 4,665 35,625
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Scudder Kemper has agreed to temporarily waive a portion of its management
fee and absorb certain expenses of the funds.
<PAGE> 19
Investors Municipal Cash Fund 19
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
TAX INFORMATION
Of the dividends paid by each Fund for the taxable year ended March 31, 1999,
100% are designated as exempt interest dividends for federal income tax
purposes. However, a portion of the dividends may be includable in the
alternative minimum tax calculation.
Please consult a tax adviser if you have questions about federal or state income
tax laws, or on how to prepare your tax returns.
<PAGE> 20
Investors Municipal Cash Fund 20
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 17, 1998, a special shareholders' meeting was held. Investors
Municipal Cash Fund shareholders were asked to vote on two separate issues:
approval of the new Investment Management Agreement between the fund and Scudder
Kemper Investments, Inc. and approval to modify or eliminate certain policies
and to eliminate the shareholder approval requirements as to certain other
matters. The second proposal (Proposal #2) was approved for Investors
Pennsylvania Municipal Cash Fund only, but did not receive sufficient votes to
be approved for the other funds and the meeting was adjourned. When the meeting
reconvened on January 25, 1999, Proposal #2 did not pass for the remaining
funds. The following are the results.
1.) APPROVAL OF THE NEW INVESTMENT MANAGEMENT AGREEMENT BETWEEN THE FUND AND
SCUDDER KEMPER INVESTMENTS, INC. THIS ITEM WAS APPROVED.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
Tax-Exempt New York Money Market
Fund
102,108,541 1,222,294 4,404,760
Investors Pennsylvania Municipal
Cash Fund
3,173,256 0 388
Investors Florida Municipal Cash
Fund
4,856,622 27,312 43,376
Investors New Jersey Municipal Cash
Fund
6,756,337 26,600 53,931
Investors Michigan Municipal Cash
Fund
33,533,961 1,600,724 893,706
</TABLE>
2.) TO MODIFY OR ELIMINATE CERTAIN POLICIES AND TO ELIMINATE THE SHAREHOLDER
APPROVAL REQUIREMENT AS TO CERTAIN OTHER MATTERS. THESE ITEMS WERE APPROVED
FOR INVESTORS PENNSYLVANIA MUNICIPAL CASH FUND. THERE WAS AN INSUFFICIENT
NUMBER OF VOTES FOR EACH ITEM WITH REGARD TO EACH OF THE OTHER FUNDS AND
THESE ITEMS WERE NOT APPROVED FOR THESE FUNDS.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
INVESTMENT OBJECTIVES
Tax-Exempt New York Money Market
Fund
25,334,367 6,404,917 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,273,951 2,095,632 1,244,925
INVESTMENT POLICIES
Tax-Exempt New York Money Market
Fund
25,334,470 6,404,814 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,232,036 2,137,547 1,244,925
DIVERSIFICATION
Tax-Exempt New York Money Market
Fund
25,364,213 6,375,070 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
</TABLE>
<PAGE> 21
Investors Municipal Cash Fund 21
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,282,544 2,087,039 1,244,925
BORROWING
Tax-Exempt New York Money Market
Fund
25,334,810 6,404,473 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,819 297,355 84,623
Investors Michigan Municipal Cash
Fund
12,282,544 2,087,039 1,244,925
SENIOR SECURITIES
Tax-Exempt New York Money Market
Fund
25,371,120 6,368,120 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,282,544 2,087,039 1,244,925
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
CONCENTRATION
Tax-Exempt New York Money Market
Fund
25,337,937 6,401,346 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,282,544 2,087,039 1,244,925
UNDERWRITING OF SECURITIES
Tax-Exempt New York Money Market
Fund
25,355,771 6,383,512 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,273,951 2,095,632 1,244,925
INVESTMENT IN REAL ESTATE
Tax-Exempt New York Money Market
Fund
25,334,835 6,404,448 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
</TABLE>
<PAGE> 22
Investors Municipal Cash Fund 22
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,273,951 2,095,632 1,244,925
PURCHASE OF COMMODITIES
Tax-Exempt New York Money Market
Fund
25,317,286 6,421,997 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,268,207 2,101,375 1,244,925
LENDING
Tax-Exempt New York Money Market
Fund
25,334,094 6,405,189 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,276,801 2,092,782 1,244,925
MARGIN PURCHASES AND SHORT SALES
Tax-Exempt New York Money Market
Fund
25,295,899 6,443,384 2,261,390
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,598,350 310,824 84,623
Investors Michigan Municipal Cash
Fund
12,276,801 2,092,782 1,244,925
PURCHASES OF SECURITIES OF RELATED
ISSUERS
Tax-Exempt New York Money Market
Fund
25,309,277 6,430,006 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,282,544 2,087,039 1,244,925
PLEDGING OF ASSETS
Tax-Exempt New York Money Market
Fund
25,329,156 6,410,128 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,599,527 309,647 84,623
Investors Michigan Municipal Cash
Fund
12,276,801 2,092,782 1,244,925
</TABLE>
<PAGE> 23
Investors Municipal Cash Fund 23
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
RESTRICTED AND ILLIQUID SECURITIES
Tax-Exempt New York Money Market
Fund
25,281,951 6,457,333 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,276,801 2,092,782 1,244,925
PURCHASES OF SECURITIES
Tax-Exempt New York Money Market
Fund
25,331,436 6,407,847 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,282,544 2,087,039 1,244,925
PURCHASES OF PUTS AND CALLS
Tax-Exempt New York Money Market
Fund
25,356,888 6,382,395 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,282,544 2,087,039 1,244,925
INVESTMENT FOR THE PURPOSE OF
EXERCISING CONTROL OR MANAGEMENT
Tax-Exempt New York Money Market
Fund
25,322,237 6,417,047 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,585,887 323,287 84,623
Investors Michigan Municipal Cash
Fund
12,273,951 2,095,632 1,244,925
INVESTMENT IN MINERAL EXPLORATION
Tax-Exempt New York Money Market
Fund
25,305,144 25,295,770 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,599,527 309,647 84,623
Investors Michigan Municipal Cash
Fund
12,268,207 2,101,375 1,244,925
INVESTMENT IN ISSUERS WITH SHORT
HISTORIES
Tax-Exempt New York Money Market
Fund
25,295,770 6,443,513 2,261,390
</TABLE>
<PAGE> 24
Investors Municipal Cash Fund 24
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,598,350 310,824 84,623
Investors Michigan Municipal Cash
Fund
12,276,801 2,092,782 1,244,925
INVESTMENT IN OTHER INVESTMENT
COMPANIES
Tax-Exempt New York Money Market
Fund
25,364,205 6,375,078 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,282,544 2,087,039 1,244,925
INVESTMENT IN NON-US GOVERNMENT
SECURITIES
Tax-Exempt New York Money Market
Fund
25,343,622 6,395,661 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
-----------------------------------
<S> <C> <C>
Investors Michigan Municipal Cash
Fund
12,270,173 2,099,410 1,244,925
INVESTMENT OTHER THAN IN ACCORDANCE
WITH OBJECTIVE AND POLICIES
Tax-Exempt New York Money Market
Fund
25,283,828 6,455,455 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,268,207 2,101,375 1,244,925
INVESTMENT IN MUNICIPAL SECURITIES
Tax-Exempt New York Money Market
Fund
25,373,906 6,365,377 2,261,390
Investors Pennsylvania Municipal
Cash Fund
2,243,801 898,246 31,597
Investors Florida Municipal Cash
Fund
1,642,856 408,509 215,970
Investors New Jersey Municipal Cash
Fund
1,611,990 297,184 84,623
Investors Michigan Municipal Cash
Fund
12,282,544 2,087,039 1,244,925
</TABLE>
<PAGE> 25
Investors
Municipal
Cash Fund
Annual
Report
March 31, 1999
- Tax-Exempt New York
Money Market Fund
- Investors Pennsylvania
Municipal Cash Fund
- Investors Florida
Municipal Cash Fund
- Investors New Jersey
Municipal Cash Fund
- Investors Michigan
Municipal Cash Fund
PRINCIPAL UNDERWRITER:
KEMPER DISTRIBUTORS, INC.
222 S. Riverside Plaza,
Chicago, IL 60606
This report is not to be distributed unless preceded or
accompanied by an Investors Municipal Cash Fund
prospectus.
507627
IMCF-2 1076580 6/1/99 (LOGO)printed on recycled paper
<PAGE>
INVESTORS MUNICIPAL CASH FUND
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 23. Exhibits.
-------- ---------
<S> <C> <C>
(a)(1) Amended and Restated Agreement and Declaration of Trust dated March 9, 1990.
(Incorporated herein by reference to Post-Effective Amendment No. 5 to the
Registration Statement)
(b) By-laws
(Incorporated herein by reference to Post-Effective Amendment No. 5 to the
Registration Statement)
(c)(1) Text of Share Certificate
(Incorporated herein by reference to Post-Effective Amendment No. 5 to the
Registration Statement)
(c)(2) Written Instrument Establishing and Designating New Series
(Incorporated herein by reference to Post-Effective Amendment No. 8 to the
Registration Statement)
(c)(3) Written Instrument Establishing and Designating New Trust Name
(Incorporated herein by reference to Post-Effective Amendment No. 8 to the
Registration Statement)
(c)(4) Written Instrument Establishing and Designating New Series (Michigan Fund)
(Incorporated herein by reference to Post-Effective Amendment No. 11 to the
Registration Statement)
(d) Investment Management Agreement (IMA) between the Registrant, on behalf of
Investors Florida Municipal Cash Fund, Investors New Jersey Municipal Cash
Fund, Investors Michigan Municipal Cash Fund, Investors Pennsylvania
Municipal Cash Fund, and Tax-Exempt New York Money Market Fund, dated
September 7, 1998.
File herein.
(e)(1) Underwriting Agreement between Investors Municipal Cash Fund and Kemper
Distributors, Inc., dated September 7, 1998
Filed herein.
(f) Inapplicable.
(g) Custody Agreement between the Registrant, on behalf of Investors Florida
Municipal Cash Fund, Investors New Jersey Municipal Cash Fund, Investors
Michigan Municipal Cash Fund, Investors Pennsylvania Municipal Cash Fund,
and Tax-Exempt New York Money Market Fund, and State Street Bank and Trust
Company, dated May 3, 1999.
Filed herein.
(h)(1) Agency Agreement between Investors Municipal Cash Fund and Investors
Fiduciary Trust Company dated October 18, 1990.
(Incorporated herein by reference to Post-Effective Amendment No. 5 to the
Registration Statement)
Part C - Page 1
<PAGE>
(h)(2) Supplement to Agency Agreement between Investors Municipal Cash Fund and
Fiduciary Trust Company dated April 1, 1995.
(Incorporated herein by reference to Post-Effective Amendment No. 6 to the
Registration Statement)
(h)(3) Fund Accounting Agreement between the Registrant, on behalf of Investors
Florida Municipal Cash Fund, Investors New Jersey Municipal Cash Fund,
Investors Michigan Municipal Cash Fund, Investors Pennsylvania Municipal
Cash Fund, and Tax-Exempt New York Money Market Fund, and Scudder Fund
Accounting Corporation, dated December 31, 1997.
(Incorporated herein by reference to Post-Effective Amendment No. 11 to the
Registration Statement)
(i) Legal Opinion.
Filed herein.
(j) Consent of Independent Accountants.
Filed herein.
(k) Inapplicable.
(l) Inapplicable.
(m)(1) Rule 12b-1 Plan between Investors Florida Municipal Cash Fund and Kemper
Distributors, Inc., dated August 1, 1998.
Filed herein.
(m)(2) Rule 12b-1 Plan between Investors New Jersey Municipal Cash Fund and Kemper
Distributors, Inc., dated August 1, 1998.
Filed herein.
(m)(3) Rule 12b-1 Plan between Investors Michigan Municipal Cash Fund and Kemper
Distributors, Inc., dated August 1, 1998.
Filed herein.
(m)(4) Rule 12b-1 Plan between Investors Pennsylvania Municipal Cash Fund and
Kemper Distributors, Inc., dated August 1, 1998.
Filed herein.
(m)(5) Rule 12b-1 Plan between Tax-Exempt New York Money Market Fund and Kemper
Distributors, Inc., dated August 1, 1998.
Filed herein.
(n) Financial Data Schedule.
Filed herein.
(o) Inapplicable.
</TABLE>
Item 24. Persons Controlled by or under Common Control with Fund.
- -------- --------------------------------------------------------
None
Item 25. Indemnification.
- -------- ----------------
Part C - Page 2
<PAGE>
Article VIII of the Registrant's Agreement and Declaration of Trust
(Exhibit 1 hereto, which is incorporated herein by reference) provides in effect
that the Registrant will indemnify its officers and trustees under certain
circumstances. However, in accordance with Section 17(h) and 17(i) of the
Investment Company Act of 1940 and its own terms, said Article of the Agreement
and Declaration of Trust does not protect any person against any liability to
the Registrant or its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such trustee, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question as to whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
On June 26, 1997, Zurich Insurance Company ("Zurich"), ZKI Holding
Corp. ("ZKIH"), Zurich Kemper Investments, Inc. ("ZKI"), Scudder, Stevens &
Clark, Inc. ("Scudder") and the representatives of the beneficial owners of the
capital stock of Scudder ("Scudder Representatives") entered into a transaction
agreement ("Transaction Agreement") pursuant to which Zurich became the majority
stockholder in Scudder with an approximately 70% interest, and ZKI was combined
with Scudder ("Transaction"). In connection with the trustees' evaluation of the
Transaction, Zurich agreed to indemnify the Registrant and the trustees who were
not interested persons of ZKI or Scudder (the "Independent Trustees") for and
against any liability and expenses based upon any action or omission by the
Independent Trustees in connection with their consideration of and action with
respect to the Transaction. In addition, Scudder has agreed to indemnify the
Registrant and the Independent Trustees for and against any liability and
expenses based upon any misstatements or omissions by Scudder to the Independent
Trustees in connection with their consideration of the Transaction.
Item 26. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 26.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<S> <C>
Stephen R. Beckwith Treasurer and Chief Financial Officer, Scudder Kemper Investments, Inc.**
Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Lynn S. Birdsong Director and Vice President, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark (Luxembourg) S.A.#
William H. Bolinder Director, Scudder Kemper Investments, Inc.**
Member Group Executive Board, Zurich Financial Services, Inc. ##
Chairman, Zurich-American Insurance Company o
Part C - Page 3
<PAGE>
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, ZKI Holding Corporation xx
Gunther Gose Director, Scudder Kemper Investments, Inc.**
CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
CEO/Branch Offices, Zurich Life Insurance Company ##
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Chairman of the Board, Zurich Holding Company of America o
Director, ZKI Holding Corporation xx
Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Senior Vice President & Assistant Clerk, Scudder Investor Services, Inc.*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc.***
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. x
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation oo
Director and Secretary, SFA, Inc.*
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President and Secretary, Scudder Brokerage Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd.+
Cornelia M. Small Director and Vice President, Scudder Kemper Investments, Inc.**
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc.###
President and Director, Scudder, Stevens & Clark Overseas Corporation oo
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc.x
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
* Two International Place, Boston, MA
x 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
*** Toronto, Ontario, Canada
xxx Grand Cayman, Cayman Islands, British West Indies
Part C - Page 4
<PAGE>
oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
o Zurich Towers, 1400 American Ln., Schaumburg, IL
+ P.O. Box 309, Upland House, S. Church St., Grand Cayman, British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
</TABLE>
Item 27. Principal Underwriters.
- -------- -----------------------
(a)
Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the Kemper
Funds.
(b)
Information on the officers and directors of Kemper Distributors, Inc.,
principal underwriter for the Registrant is set forth below. The
principal business address is 222 South Riverside Plaza, Chicago,
Illinois 60606.
<TABLE>
<CAPTION>
(1) (2) (3)
Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
<S> <C> <C>
James L. Greenawalt President None.
Thomas W. Littauer Director, Chief Executive Officer Trustee and Vice President.
Kathryn L. Quirk Director, Secretary, Chief Legal Vice President.
Officer and Vice President
James J. McGovern Chief Financial Officer and Vice None.
President
Linda J. Wondrack Vice President and Chief Compliance Vice President.
Officer
Paula Gaccione Vice President None.
Michael E. Harrington Vice President None.
Robert A. Rudell Vice President None.
William M. Thomas Vice President None.
Elizabeth C. Werth Vice President Assistant Secretary.
Todd N. Gierke Assistant Treasurer None.
Philip J. Collora Assistant Secretary Vice President and Secretary.
Paul J. Elmlinger Assistant Secretary None.
Diane E. Ratekin Assistant Secretary None.
Part C - Page 5
<PAGE>
Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
Daniel Pierce Director, Chairman Trustee.
Mark S. Casady Director, Vice Chairman President.
Stephen R. Beckwith Director None.
</TABLE>
(c) Not applicable
Item 28. Location of Accounts and Records
- -------- --------------------------------
Accounts, books and other documents are maintained at the offices of
the Registrant, the offices of Registrant's investment adviser, Scudder Kemper
Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, at the
offices of the Registrant's principal underwriter, Kemper Distributors, Inc.,
222 South Riverside Plaza, Chicago, Illinois 60606 or, in the case of records
concerning custodial functions, at the offices of the custodian, State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110 or, in
the case of records concerning transfer agency functions, at the offices of
Investors Fiduciary Trust Company, 801 Pennsylvania Avenue, Kansas City,
Missouri 64105 and of the shareholder service agent, Kemper Service Company, 811
Main Street, Kansas City, Missouri 64105.
Item 29. Management Services.
- -------- --------------------
Inapplicable.
Item 30. Undertakings.
- -------- -------------
Inapplicable.
Part C - Page 6
<PAGE>
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on
the 24th day of May, 1999.
INVESTORS MUNICIPAL CASH FUND
By /s/Mark S. Casady
-----------------
Mark S. Casady
President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its Registration Statement has been signed below on May 24, 1999,
on behalf of the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Daniel Pierce May 24, 1999
- --------------------------------------
Daniel Pierce* Chairman and Trustee
/s/ Lewis A. Burnham May 24, 1999
- --------------------------------------
Lewis A. Burnham* Trustee
/s/ Donald L. Dunaway May 24, 1999
- --------------------------------------
Donald L. Dunaway* Trustee
/s/ Robert B. Hoffman May 24, 1999
- --------------------------------------
Robert B. Hoffman* Trustee
/s/ Donald R. Jones May 24, 1999
- --------------------------------------
Donald R. Jones* Trustee
/s/Thomas W. Littauer May 24, 1999
- --------------------------------------
Thomas W. Littauer Trustee
/s/ Shirley D. Peterson May 24, 1999
- --------------------------------------
Shirley D. Peterson* Trustee
/s/ William P. Sommers May 24, 1999
- --------------------------------------
William P. Sommers* Trustee
<PAGE>
/s/John R. Hebble May 24, 1999
- --------------------------------------
John R. Hebble Treasurer (Principal Financial and
Accounting Officer)
</TABLE>
*By: /s/Philip J. Collora
--------------------
Philip J. Collora**
** Philip J. Collora signs this document
pursuant to powers of attorney contained in
Post-Effective Amendment No. 11 to the
Registration Statement, filed on February
20, 1998.
2
<PAGE>
File No. 33-34819
File No. 811-6108
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 13
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 14
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
INVESTORS MUNICIPAL CASH FUND
<PAGE>
INVESTORS MUNICIPAL CASH FUND
EXHIBIT INDEX
Exhibit (d)
Exhibit (e)(1)
Exhibit (g)
Exhibit (i)
Exhibit (j)
Exhibit (m)(1)
Exhibit (m)(2)
Exhibit (m)(3)
Exhibit (m)(4)
Exhibit (m)(5)
Exhibit (n)
Exhibit (d)
INVESTMENT MANAGEMENT AGREEMENT
Investors Municipal Cash Fund
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
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
Ladies and Gentlemen:
INVESTORS MUNICIPAL CASH FUND (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an investment company.
Pursuant to the Trust's Declaration of Trust, as amended from time-to-time (the
"Declaration"), the Board of Trustees is authorized to issue the Trust's shares
of beneficial interest (the "Shares"), in separate series, or funds. The Board
of Trustees has authorized the Investors Florida Municipal Cash Fund, the
Investors Michigan Municipal Cash Fund, the Investors New Jersey Municipal Cash
Fund, the Investors Pennsylvania Municipal Cash Funds and the Tax-Exempt New
York Money Market Fund (each a "Fund" and collectively, the "Funds"). Series may
be abolished and dissolved, and additional series established, from time to time
by action of the Trustees.
The Trust, on behalf of the Funds, has selected you to act as the investment
manager of the Funds and to provide certain other services, as more fully set
forth below, and you have indicated that you are willing to act as such
investment manager and to perform such services under the terms and conditions
hereinafter set forth. In the event the Trust establishes one or more additional
series with respect to which it desires to retain you to render the services
described hereunder, it shall notify you in writing. If you are willing to
render such services, you shall notify the Trust in writing, whereupon such
series shall become a fund hereunder. Accordingly, the Trust on behalf of the
Funds agrees with you as follows:
1. Delivery of Documents. The Trust engages in the business of investing and
reinvesting the assets of each Fund in the manner and in accordance with the
investment objectives, policies and restrictions specified in the currently
effective Prospectus (the "Prospectus") and Statement of Additional Information
(the "SAI") relating to each Fund included in the Trust's Registration Statement
on Form N-1A, as amended from time to time, (the "Registration Statement") filed
by the Trust under the Investment Company Act of 1940, as amended, (the "1940
Act") and the Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you by the Trust.
The Trust has also furnished you with copies properly certified or authenticated
of each of the following additional documents related to the Trust and the
Funds:
(1) The Declaration, as amended to date.
(2) By-Laws of the Trust as in effect on the date hereof (the "By-
Laws").
(3) Resolutions of the Trustees of the Trust and the shareholders of
each Fund selecting you as investment manager and approving the form of this
Agreement.
<PAGE>
(4) Establishment and Designation of Series of Shares of Beneficial
Interest relating to the Funds, as applicable.
The Trust will furnish you from time to time with copies, properly certified or
authenticated, of all amendments of or supplements, if any, to the foregoing,
including the Prospectus, the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of the Funds, you
shall provide continuing investment management of the assets of the Funds in
accordance with the investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating to regulated
investment companies and all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which you have knowledge;
subject always to policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable efforts to manage
each Fund so that it will qualify as a regulated investment company under
Subchapter M of the Code and regulations issued thereunder. The Funds shall have
the benefit of the investment analysis and research, the review of current
economic conditions and trends and the consideration of long-range investment
policy generally available to your investment advisory clients. In managing the
Funds in accordance with the requirements set forth in this section 2, you shall
be entitled to receive and act upon advice of counsel to the Trust. You shall
also make available to the Trust promptly upon request all of the Funds'
investment records and ledgers as are necessary to assist the Trust in complying
with the requirements of the 1940 Act and other applicable laws. To the extent
required by law, you shall furnish to regulatory authorities having the
requisite authority any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in order to ascertain
whether the operations of the Trust are being conducted in a manner consistent
with applicable laws and regulations.
You shall determine the securities, instruments, investments, currencies,
repurchase agreements, futures, options and other contracts relating to
investments to be purchased, sold or entered into by each Fund and place orders
with broker-dealers, foreign currency dealers, futures commission merchants or
others pursuant to your determinations and all in accordance with Fund policies
as expressed in the Registration Statement. You shall determine what portion of
each Fund's portfolio shall be invested in securities and other assets and what
portion, if any, should be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic reports on the
investment performance of each Fund and on the performance of your obligations
pursuant to this Agreement, and you shall supply such additional reports and
information as the Trust's officers or Board of Trustees shall reasonably
request.
3. Administrative Services. In addition to the portfolio management services
specified above in section 2, you shall furnish at your expense for the use of
the Funds such office space and facilities in the United States as the Funds may
require for its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative services on behalf
of the Funds necessary for operating as an open end investment company and not
provided by persons not parties to this Agreement including, but not limited to,
preparing reports to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising, negotiating contractual
arrangements with, to the extent appropriate, and monitoring the performance of,
accounting agents, custodians, depositories, transfer agents and pricing agents,
accountants, attorneys, printers, underwriters, brokers and dealers, insurers
and other persons in any capacity deemed to be necessary or desirable to Fund
operations; preparing and making filings with the Securities and Exchange
Commission (the "SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy materials,
post-effective amendments to the Registration Statement, semi-annual reports on
Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; overseeing the
tabulation of proxies by the Funds' transfer agent; assisting in the preparation
and filing of each Fund's federal, state and local tax returns; preparing and
filing each Fund's federal excise tax return pursuant to Section 4982 of the
Code; providing assistance with investor and public relations matters;
monitoring the valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of each Fund under applicable
federal and state securities laws; maintaining or causing to be maintained for
the Funds all books, records and reports and any other information required
under the 1940 Act, to
2
<PAGE>
the extent that such books, records and reports and other information are not
maintained by the Funds' custodian or other agents of the Funds; assisting in
establishing the accounting policies of the Funds; assisting in the resolution
of accounting issues that may arise with respect to the Funds' operations and
consulting with the Funds' independent accountants, legal counsel and the Funds'
other agents as necessary in connection therewith; establishing and monitoring
each Fund's operating expense budgets; reviewing each Fund's bills; processing
the payment of bills that have been approved by an authorized person; assisting
the Funds in determining the amount of dividends and distributions available to
be paid by each Fund to its shareholders, preparing and arranging for the
printing of dividend notices to shareholders, and providing the transfer and
dividend paying agent, the custodian, and the accounting agent with such
information as is required for such parties to effect the payment of dividends
and distributions; and otherwise assisting the Trust as it may reasonably
request in the conduct of the Funds' business, subject to the direction and
control of the Trust's Board of Trustees. Nothing in this Agreement shall be
deemed to shift to you or to diminish the obligations of any agent of the Funds
or any other person not a party to this Agreement which is obligated to provide
services to the Funds.
4. Allocation of Charges and Expenses. Except as otherwise specifically provided
in this section 4, you shall pay the compensation and expenses of all Trustees,
officers and executive employees of the Trust (including each Fund's share of
payroll taxes) who are affiliated persons of you, and you shall make available,
without expense to the Funds, the services of such of your directors, officers
and employees as may duly be elected officers of the Trust, subject to their
individual consent to serve and to any limitations imposed by law. You shall
provide at your expense the portfolio management services described in section 2
hereof and the administrative services described in section 3 hereof.
You shall not be required to pay any expenses of the Funds other than those
specifically allocated to you in this section 4. In particular, but without
limiting the generality of the foregoing, you shall not be responsible, except
to the extent of the reasonable compensation of such of the Funds' Trustees and
officers as are directors, officers or employees of you whose services may be
involved, for the following expenses of each Fund: organization expenses of each
Fund (including out of-pocket expenses, but not including your overhead or
employee costs); fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the Funds' custodian or
other agents of the Trust; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Funds in connection with membership in investment company trade
organizations; fees and expenses of the Funds' accounting agent for which the
Trust is responsible pursuant to the terms of the Fund Accounting Services
Agreement, custodians, subcustodians, transfer agents, dividend disbursing
agents and registrars; payment for portfolio pricing or valuation services to
pricing agents, accountants, bankers and other specialists, if any; expenses of
preparing share certificates and, except as provided below in this section 4,
other expenses in connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by each Fund; expenses relating to
investor and public relations; expenses and fees of registering or qualifying
Shares of each Fund for sale; interest charges, bond premiums and other
insurance expense; freight, insurance and other charges in connection with the
shipment of each Fund's portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust business) of Trustees,
officers and employees of the Trust who are not affiliated persons of you;
brokerage commissions or other costs of acquiring or disposing of any portfolio
securities of the Funds; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing Prospectuses and
SAIs of each Fund and supplements thereto; costs of stationery; any litigation
expenses; indemnification of Trustees and officers of the Trust; and costs of
shareholders' and other meetings.
You shall not be required to pay expenses of any activity which is primarily
intended to result in sales of Shares of a Fund if and to the extent that (i)
such expenses are required to be borne by a principal underwriter which acts as
the distributor of a Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such expenses, or (ii)
the Trust on behalf of a Fund shall have adopted a plan in conformity with Rule
12b-1 under the 1940 Act providing that a Fund (or some other party) shall
assume some or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
3
<PAGE>
principal underwriter pursuant to the underwriting agreement or are not
permitted to be paid by a Fund (or some other party) pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to be made and
costs to be assumed by you as provided in sections 2, 3, and 4 hereof, the Trust
on behalf of the Funds shall pay you in United States Dollars on the last day of
each month the unpaid balance of a fee equal to the excess of (a) 1/12 of .22 of
1 percent of the combined average daily net assets as defined below of the Funds
for such month; provided that, for any calendar month during which the average
of such values exceeds $500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of $500,000,000 shall be 1/12 of
.20 of 1 percent of such portion; provided that, for any calendar month during
which the average of such values exceeds $1 billion, the fee payable for that
month based on the portion of the average of such values in excess of $1 billion
shall be 1/12 of .175 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds $2 billion, the
fee payable for that month based on the portion of the average of such values in
excess of $2 billion shall be 1/12 of .16 of 1 percent of such portion; and
provided that, for any calendar month during which the average of such values
exceeds $3 billion, the fee payable for that month based on the portion of the
average of such values in excess of $3 billion shall be 1/12 of .15 of 1 percent
of such portion; over (b) any compensation waived by you from time to time (as
more fully described below). You shall be entitled to receive during any month
such interim payments of your fee hereunder as you shall request, provided that
no such payment shall exceed 75 percent of the amount of your fee then accrued
on the books of the Funds and unpaid.
The "average daily net assets" of a Fund shall mean the average of the values
placed on a Fund's net assets as of 4:00 p.m. (New York time) on each day on
which the net asset value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully determines
the value of its net assets as of some other time on each business day, as of
such time. The value of the net assets of a Fund shall always be determined
pursuant to the applicable provisions of the Declaration and the Registration
Statement. If the determination of net asset value does not take place for any
particular day, then for the purposes of this section 5, the value of the net
assets of such Fund as last determined shall be deemed to be the value of its
net assets as of 4:00 p.m. (New York time), or as of such other time as the
value of the net assets of the Fund's portfolio may be lawfully determined on
that day. If a Fund determines the value of the net assets of its portfolio more
than once on any day, then the last such determination thereof on that day shall
be deemed to be the sole determination thereof on that day for the purposes of
this section 5.
You may waive all or a portion of your fees provided for hereunder and such
waiver shall be treated as a reduction in purchase price of your services. You
shall be contractually bound hereunder by the terms of any publicly announced
waiver of your fee, or any limitation of the Funds' expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive. In connection
with purchases or sales of portfolio securities and other investments for the
account of the Funds, neither you nor any of your directors, officers or
employees shall act as a principal or agent or receive any commission. You or
your agent shall arrange for the placing of all orders for the purchase and sale
of portfolio securities and other investments for each Fund's account with
brokers or dealers selected by you in accordance with Fund policies as expressed
in the Registration Statement. If any occasion should arise in which you give
any advice to clients of yours concerning the Shares of a Fund, you shall act
solely as investment counsel for such clients and not in any way on behalf of
such Fund.
Your services to the Funds pursuant to this Agreement are not to be deemed to be
exclusive and it is understood that you may render investment advice, management
and services to others. In acting under this Agreement, you shall be an
independent contractor and not an agent of the Trust. Whenever a Fund and one or
more other accounts or investment companies advised by you have available funds
for investment, investments suitable and appropriate for each shall be allocated
in accordance with procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in a manner
believed by you to be equitable. The Funds recognize that in some cases this
procedure may adversely affect the size of the position that may be acquired or
disposed of for the Funds.
4
<PAGE>
7. Limitation of Liability of Manager. As an inducement to your undertaking to
render services pursuant to this Agreement, the Trust agrees that you shall not
be liable under this Agreement for any error of judgment or mistake of law or
for any loss suffered by a Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall be deemed to
protect or purport to protect you against any liability to the Trust, the Funds
or their shareholders to which you would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your obligations and duties
hereunder.
8. Duration and Termination of This Agreement. This Agreement shall remain in
force until December 1, 1998, and continue in force from year to year thereafter
with respect to each Fund, but only so long as such continuance is specifically
approved for each Fund at least annually (a) by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Trustees of the Trust, or by the vote of
a majority of the outstanding voting securities of such Fund. The aforesaid
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to a Fund at any time, without the
payment of any penalty, by the vote of a majority of the outstanding voting
securities of such Fund or by the Trust's Board of Trustees on 60 days' written
notice to you, or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to a Fund at any time without the
payment of any penalty by the Board of Trustees or by vote of a majority of the
outstanding voting securities of such Fund in the event that it shall have been
established by a court of competent jurisdiction that you or any of your
officers or directors has taken any action which results in a breach of your
covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules and
regulations thereunder and any applicable SEC exemptive order therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy of which,
together with all amendments thereto, is on file in the Office of the Secretary
of the Commonwealth of Massachusetts, provides that the name "Investors
Municipal Cash Fund" refers to the Trustees under the Declaration collectively
as Trustees and not as individuals or personally, and that no shareholder of a
Fund, or Trustee, officer, employee or agent of the Trust, shall be subject to
claims against or obligations of the Trust or of a Fund to any extent
whatsoever, but that the Trust estate only shall be liable.
You are hereby expressly put on notice of the limitation of liability as set
forth in the Declaration and you agree that the obligations assumed by the Trust
on behalf of each Fund pursuant to this Agreement shall be limited in all cases
to each Fund and its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of a Fund or any other
series of the Trust, or from any Trustee, officer, employee or agent of the
Trust. You understand that the rights and obligations of each Fund, or series,
under the Declaration are separate and distinct from those of any and all other
series.
11. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
5
<PAGE>
In interpreting the provisions of this Agreement, the definitions contained in
Section 2(a) of the 1940 Act (particularly the definitions of "affiliated
person," "assignment" and "majority of the outstanding voting securities"), as
from time to time amended, shall be applied, subject, however, to such
exemptions as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, or in a manner which would cause a
Fund to fail to comply with the requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or management
agreements entered into between you and the Trust on behalf of the Funds.
If you are in agreement with the foregoing, please execute the form of
acceptance on the accompanying counterpart of this letter and return such
counterpart to the Trust, whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
INVESTORS MUNICIPAL CASH, on behalf of
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
By: /s/Mark S. Casady
-----------------------------------
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/Stephen R. Beckwith
-----------------------------------
Treasurer
6
Exhibit (e)(1)
ADMINISTRATION, SHAREHOLDER SERVICES AND
DISTRIBUTION AGREEMENT
AGREEMENT made this 7th day of September, 1998, by and between INVESTORS
MUNICIPAL CASH FUND, a Massachusetts business trust (the "Fund"), and KEMPER
DISTRIBUTORS, INC., a Delaware corporation ("KDI").
In consideration of the mutual covenants hereinafter contained, it is hereby
agreed by and between the parties hereto as follows:
1. The Fund hereby appoints KDI to act as administrator,
distributor and principal underwriter for the distribution of shares of
beneficial interest (hereinafter called "shares") of the Fund in
jurisdictions wherein shares of the Fund may legally be offered for
sale; provided, however, that the Fund in its absolute discretion may
(a) issue or sell shares directly to holders of shares of the Fund upon
such terms and conditions and for such consideration, if any, as it may
determine, whether in connection with the distribution of subscription
or purchase rights, the payment or reinvestment of dividends or
distributions, or otherwise; or (b) issue or sell shares at net asset
value to the shareholders of any other investment company, for which
KDI shall act as exclusive distributor, who wish to exchange all or a
portion of their investment in shares of such other investment company
for shares of the Fund.
KDI shall appoint various broker-dealers and other financial
services firms ("Firms") to provide a cash management service for their
clients through the Fund. The Firms shall provide such office space and
equipment, telephone facilities, personnel, literature distribution,
advertising and promotion as is necessary or beneficial for providing
information and services to potential and existing shareholders of the
Fund and to assist the Fund's shareholder service agent in servicing
accounts of the Firm's clients who own Fund shares ("clients"). Such
services and assistance may include, but are not limited to,
establishment and maintenance of shareholder accounts and records,
processing purchase and redemption transactions, automatic investment
in Fund shares of client account cash balances, answering routine
client inquiries regarding the Fund, assistance to clients in changing
dividend options, account designations and addresses, and such other
services as the Fund or KDI may reasonably request. KDI may also
provide some of the above services for the Fund directly.
KDI accepts such appointment and agrees during the term hereof
to render such services and to assume the obligations herein set forth
for the compensation herein provided. KDI shall for all purposes herein
provided be deemed to be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed an
agent of the Fund. It is understood and agreed that KDI, by separate
agreement with the Fund, may also
<PAGE>
serve the Fund in other capacities. The services of KDI to the Fund
under this Agreement are not to be deemed exclusive, and KDI shall be
free to render similar services or other services to others so long as
its services hereunder are not impaired thereby.
In carrying out its duties and responsibilities hereunder, KDI
will, pursuant to separate administration services and selling group
agreements ("services agreements"), appoint various Firms to provide
administrative, distribution and other services contemplated hereunder
directly to or for the benefit of existing and potential shareholders
who may be clients of such Firms. Such Firms shall at all times be
deemed to be independent contractors retained by KDI and not the Fund.
KDI and not the Fund will be responsible for the payment of
compensation to such Firms for such services.
KDI will use its best efforts with reasonable promptness to
sell such part of the authorized shares of the Fund remaining unissued
as from time to time shall be effectively registered under the
Securities Act of 1933 ("Securities Act"), at prices determined as
hereinafter provided and on terms hereinafter set forth, all subject to
applicable federal and state laws and regulations and to the Fund's
Agreement and Declaration of Trust. The price the Fund shall receive
for all shares purchased from the Fund shall be the net asset value
used in determining the public offering price applicable to the sale of
such shares.
2. KDI shall sell shares of the Fund to or through qualified
Firms in such manner, not inconsistent with the provisions hereof and
the then effective registration statement of the Fund under the
Securities Act (and related prospectus), as KDI may determine from time
to time, provided that no Firm or other person shall be appointed and
authorized to act as agent of the Fund without the prior consent of the
Fund. In addition to sales made by it as agent of the Fund, KDI may, in
its discretion, also sell shares of the Fund as principal to persons
with whom it does not have services agreements.
Shares of any series of the Fund offered for sale or sold by
KDI shall be so offered or sold at a price per share determined in
accordance with the then current prospectus relating to the sale of
such shares except as departure from such prices shall be permitted by
the rules and regulations of the Securities and Exchange Commission;
provided, however, that any public offering price for shares of the
Fund shall be the net asset value per share. The net asset value per
share of the Fund shall be determined in the manner and at the times
set forth in the then current prospectus of the Fund relating to such
shares.
KDI will require each Firm to conform to the provisions hereof
and the Registration Statement (and related prospectus) at the time in
effect under the Securities Act with respect to the public offering
price of the Fund's shares, and neither KDI nor any such Firms shall
withhold the placing of purchase orders so as to make a profit thereby.
<PAGE>
3. The Fund will use its best efforts to keep effectively
registered under the Securities Act for sale as herein contemplated
such shares as KDI shall reasonably request and as the Securities and
Exchange Commission shall permit to be so registered. Notwithstanding
any other provision hereof, the Fund may terminate, suspend or withdraw
the offering of shares whenever, in its sole discretion, it deems such
action to be desirable.
4. The Fund will execute any and all documents and furnish any
and all information that may be reasonably necessary in connection with
the qualification of its shares for sale (including the qualification
of the Fund as a dealer where necessary or advisable) in such states as
KDI may reasonably request (it being understood that the Fund shall not
be required without its consent to comply with any requirement which in
its opinion is unduly burdensome). The Fund will furnish to KDI from
time to time such information with respect to the Fund and its shares
as KDI may reasonably request for use in connection with the sale of
shares of the Fund.
5. KDI shall issue and deliver or shall arrange for various Firms
to issue and deliver on behalf of the Fund such confirmations of sales
made by it pursuant to this Agreement as may be required. At or prior
to the time of issuance of shares, KDI will pay or cause to be paid to
the Fund the amount due the Fund for the sale of such shares.
Certificates shall be issued or shares registered on the transfer books
of the Fund in such names and denominations as KDI may specify.
6. KDI shall order shares of the Fund from the Fund only to the
extent that it shall have received purchase orders therefor. KDI will
not make, or authorize Firms or others to make, any short sales of
shares of the Fund. KDI, as agent of and for the account of the Fund,
may repurchase the shares of the Fund at such prices and upon such
terms and conditions as shall be specified in the current prospectus of
the Fund. In selling or reacquiring shares of the Fund for the account
of the Fund, KDI will in all respects conform to the requirements of
all state and federal laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., relating to such sale
or reacquisition, as the case may be, and will indemnify and save
harmless the Fund from any damage or expense on account of any wrongful
act by KDI or any employee, representative or agent of KDI. KDI will
observe and be bound by all the provisions of the Fund's Agreement and
Declaration of Trust (and of any fundamental policies adopted by the
Fund pursuant to the Investment Company Act of 1940 (the "Investment
Company Act"), notice of which shall have been given to KDI) which at
the time in any way require, limit, restrict prohibit or otherwise
regulate any action on the part of KDI hereunder.
7. The Fund shall assume and pay all charges and expenses of its
operations not specifically assumed or otherwise to be provided by KDI
under this Agreement or the Fund's Amended and Restated 12b-1 Plan (the
"Plan"). The Fund will pay or cause to be
<PAGE>
paid expenses (including the fees and disbursements of its own counsel)
and all taxes and fees payable to the federal, state or other
governmental agencies on account of the registration or qualification
of securities issued by the Fund or otherwise. The Fund will also pay
or cause to be paid expenses incident to the issuance of shares of
beneficial interest, such as the cost of share certificates, issue
taxes, and fees of the transfer agent. KDI will pay all expenses (other
than expenses which one or more Firms may bear pursuant to any
agreement with KDI) incident to the sale and distribution of the shares
issued or sold hereunder including, without limiting the generality of
the foregoing, all expenses of printing and distributing any prospectus
and of preparing, printing and distributing or disseminating any other
literature, advertising and selling aids in connection with the
offering of the shares for sale (except that such expenses need not
include expenses incurred by the Fund in connection with the
preparation, typesetting, printing and distribution of any registration
statement, prospectus or report or other communication to shareholders
in their capacity as such) and expenses of advertising in connection
with such offering.
8. This Agreement shall become effective on the date hereof and
shall continue until December 1, 1998, and shall continue from year to
year thereafter only so long as such continuance is approved in the
manner required by the Investment Company Act.
This Agreement shall automatically terminate in the event of
its assignment and may be terminated at any time without the payment of
any penalty by the Fund or by KDI on (60) days' written notice to the
other party. The Fund may effect termination by a vote of (i) a
majority of the trustees who are not interested persons of the Fund and
who have no direct or indirect financial interest in the operation of
the Plan, this Agreement or in any other agreement related to the Plan,
or (ii) a majority of the outstanding voting securities of the Fund.
All material amendments to this Agreement must be approved by
a vote of a majority of the Board of Trustees of the Fund, including
the trustees who are not interested persons of the Fund and who have no
direct or indirect financial interest in the operation of the Plan,
this Agreement or in any other agreement related to the Plan, cast in
person at a meeting called for such purpose.
The terms "assignment," "interested person" and "vote of a
majority of the outstanding voting securities" shall have the meanings
set forth in the Investment Company Act and the rules and regulations
thereunder.
KDI shall receive such compensation for its distribution
services as set forth in the Plan. Termination of this Agreement shall
not affect the right of KDI to receive payments on any unpaid balance
of the compensation earned prior to such termination, as set forth in
the Plan.
<PAGE>
9. KDI will not use or distribute or authorize the use,
distribution or dissemination by Firms or others in connection with the
sale of Fund shares any statements, other than those contained in the
Fund's current prospectus, except such supplemental literature or
advertising as shall be lawful under federal and state securities laws
and regulations. KDI will furnish the Fund with copies of all such
material.
10. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
shall not be thereby affected.
11. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such
notice.
12. All parties hereto are expressly put on notice of the Fund's
Agreement and Declaration of Trust and all amendments thereto, all of
which are on file with the Secretary of The Commonwealth of
Massachusetts, and the limitation of shareholder and trustee liability
contained therein. This Agreement has been executed by and on behalf of
the Fund by its representatives as such representatives and not
individually, and the obligations of the Fund hereunder are not binding
upon any of the trustees, officers or shareholders of the Fund
individually but are binding upon only the assets and property of the
Fund. With respect to any claim by KDI for recovery of any liability of
the Fund arising hereunder allocated to a particular series, whether in
accordance with the express terms hereof or otherwise, KDI shall have
no recourse against the assets of any other series for such purpose.
13. This Agreement shall be construed in accordance with
applicable federal law and with the laws of The Commonwealth of
Massachusetts.
14. This Agreement is the entire contract between the parties
relating to the subject matter hereof and supersedes all prior
agreements between the parties relating to the subject matter hereof.
[SIGNATURES APPEAR ON NEXT PAGE]
<PAGE>
IN WITNESS WHEREOF, the Fund and KDI have caused this Agreement to be executed
as of the day and year first above written.
INVESTORS MUNICIPAL CASH FUND
By: /s/Mark S. Casady
-------------------------
Title: President
-----------------------
ATTEST:
By: /s/Maureen Kane
-----------------------------
Title: Ass't Secretary
-----------------------
KEMPER DISTRIBUTORS, INC.
By: /s/James L. Greenawalt
-------------------------
Title: President
-----------------------
ATTEST:
By: /s/Joan V. Pearson
-----------------------------
Title: Executive Assistant
-----------------------
Exhibit (g)
CUSTODIAN CONTRACT
between
INVESTORS MUNICIPAL CASH FUND
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
<S> <C> <C>
1. Employment of Custodian and Property to be Held By It...........................................1
2. Duties of the Custodian with Respect to Property of
the Fund Held by the Custodian in the United States.............................................2
2.1 Holding Securities.....................................................................2
2.2 Delivery of Securities.................................................................2
2.3 Registration of Securities.............................................................4
2.4 Bank Accounts..........................................................................5
2.5 Availability of Federal Funds..........................................................5
2.6 Collection of Income...................................................................5
2.7 Payment of Fund Monies.................................................................6
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased...................................................................7
2.9 Appointment of Agents..................................................................7
2.10 Deposit of Securities in U.S. Securities System........................................7
2.11 Fund Assets Held in the Custodian's
Direct Paper System....................................................................8
2.12 Segregated Account.....................................................................8
2.13 Ownership Certificates for Tax Purposes ..............................................10
2.14 Proxies...............................................................................10
2.15 Communications Relating to Portfolio Securities.......................................10
3. Duties of the Custodian with Respect to Property of
the Fund Held Outside the United States........................................................11
3.1 Appointment of Foreign Sub-Custodians.................................................11
3.2 Assets to be Held.....................................................................11
3.3 Foreign Securities Depositories.......................................................11
3.4 Agreements with Foreign Banking Institutions..........................................11
3.5 Access of Independent Accountants of the Fund.........................................11
3.6 Reports by Custodian..................................................................11
3.7 Transactions in Foreign Custody Account...............................................12
3.8 Liability of Foreign Sub-Custodians...................................................12
3.9 Liability of Custodian................................................................12
3.10 Reimbursement for Advances............................................................13
3.11 Monitoring Responsibilities...........................................................13
3.12 Branches of U.S. Banks................................................................13
3.13 Tax Law...............................................................................14
<PAGE>
TABLE OF CONTENTS
-----------------
Page
4. Payments for Sales or Repurchases or Redemptions
of Shares .....................................................................................14
5. Proper Instructions............................................................................14
6. Actions Permitted without Express Authority....................................................15
7. Evidence of Authority..........................................................................15
8. Duties of Custodian with Respect to the Books of Account
and Calculations of Net Asset Value and Net Income.............................................16
9. Records .......................................................................................16
10. Opinion of Fund's Independent Accountants......................................................16
11. Reports to Fund by Independent Public Accountants..............................................16
12. Compensation of Custodian......................................................................17
13. Responsibility of Custodian....................................................................17
14. Effective Period, Termination and Amendment....................................................18
15. Successor Custodian............................................................................19
16. Interpretive and Additional Provisions........................................................ 19
17. Additional Funds...............................................................................20
18. Massachusetts Law to Apply.....................................................................20
19. Prior Contracts................................................................................20
20. Shareholder Communications Election............................................................20
</TABLE>
<PAGE>
CUSTODIAN CONTRACT
------------------
This Contract between Investors Municipal Cash Fund, a business trust
organized and existing under the laws of The Commonwealth of Massachusetts and
having its principal place of business at 222 South Riverside Plaza, Chicago,
Illinois 60606 (the "Fund"), and State Street Bank and Trust Company, a
Massachusetts trust company having its principal place of business at 225
Franklin Street, Boston, Massachusetts 02110 (the "Custodian"),
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund currently intends to offer shares in 5 series, Tax -
Exempt NY Money Market Fund, Investors Florida Municipal Cash Fund, Investors
New Jersey Municipal Cash Fund, Investors Pennsylvania Municipal Cash Fund and
Investors Michigan Municipal Cash Fund. (such series together with all other
series subsequently established by the Fund and made subject to this Contract in
accordance with Article 17, being herein referred to as the "Portfolio(s)");
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto do hereby agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of the assets of
the Portfolios of the Fund, including securities which the Fund, on behalf of
the applicable Portfolio desires to be held in places within the United States
of America ("domestic securities") and securities it desires to be held outside
the United States of America ("foreign securities") pursuant to the provisions
of the Fund's declaration of trust (the "Declaration of Trust"). The Fund on
behalf of the Portfolio(s) agrees to deliver to the Custodian all securities and
cash of the Portfolios, and all payments of income, payments of principal or
capital distributions received by it with respect to all securities owned by the
Portfolio(s) from time to time, and the cash consideration received by it for
such new or treasury shares of beneficial interest of the Fund representing
interests in the Portfolios ("Shares") as may be issued or sold from time to
time. The Custodian shall not be responsible for any property of a Portfolio
held or received by the Fund on behalf of the Portfolio and not delivered to the
Custodian.
Upon receipt of "Proper Instructions" (as such term is defined in
Article 5 of this Contract), the Custodian shall on behalf of the applicable
Portfolio(s) from time to time employ one or more sub-custodians located in the
United States of America, including any state or political subdivision
<PAGE>
thereof and any territory over which its political sovereignty extends (the
"United States" or "U.S."), but only in accordance with an applicable vote by
the board of trustees of the Fund (the "Board of Trustees") on behalf of the
applicable Portfolio(s) and provided that the Custodian shall have no more or
less responsibility or liability to the Fund on account of any actions or
omissions of any sub-custodian so employed than any such sub-custodian has to
the Custodian. The Custodian may employ as sub-custodians for the Fund's foreign
securities on behalf of the applicable Portfolio(s) the foreign banking
institutions and foreign securities depositories designated in Schedule A hereto
but only in accordance with the provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the Fund Held By
the Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and physically segregate
for the account of each Portfolio all non-cash property to be held by
it in the United States including all domestic securities owned by such
Portfolio other than (a) securities which are maintained in a "U.S.
Securities System" (as such term is defined in Section 2.10 of this
Contract) and (b) commercial paper of an issuer for which State Street
Bank and Trust Company acts as issuing and paying agent ("Direct
Paper") which is deposited and/or maintained in the Custodian's Direct
Paper System pursuant to Section 2.11.
2.2 Delivery of Securities. The Custodian shall release and deliver
domestic securities owned by a Portfolio and held by the Custodian or
in a U.S. Securities System account of the Custodian, which account
shall not include any assets of the Custodian other than assets held as
a fiduciary, custodian or otherwise for its customers ("U.S. Securities
System Account") or in the Custodian's Direct Paper book-entry system
account, which account shall not include any assets of the Custodian
other than assets held as a fiduciary, custodian or otherwise for its
customers ("Direct Paper System Account") only upon receipt of Proper
Instructions from the Fund on behalf of the applicable Portfolio, which
may be continuing instructions when deemed appropriate by the parties,
and only in the following cases:
1) Upon sale of such securities for the account of the Portfolio
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the
Portfolio;
3) In the case of a sale effected through a U.S. Securities
System, in accordance with the provisions of Section 2.10
hereof;
4) To the depository agent in connection with tender or other
similar offers for securities of the Portfolio;
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5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the
name of the Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name of
any agent appointed pursuant to Section 2.9 or into the name
or nominee name of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate
face amount or number of units; provided that, in any such
case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the
Portfolio, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that, in any such case, the Custodian shall
have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for
such securities except as may arise from the Custodian's own
negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash,
if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
10) For delivery in connection with any loans of securities made
by the Portfolio, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian
and the Fund on behalf of the Portfolio, which may be in the
form of cash or obligations issued by the United States
government, its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be
credited to the Custodian's U.S. Securities System Account,
the Custodian will not be held liable or responsible for the
delivery of securities owned by the Portfolio prior to the
receipt of such collateral;
11) For delivery as security in connection with any borrowings by
the Fund on behalf of the Portfolio requiring a pledge of
assets by the Fund on behalf of the Portfolio, but only
against receipt of amounts borrowed;
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12) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange, or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Portfolio of the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund on behalf of the Portfolio, the
Custodian, and a Futures Commission Merchant registered under
the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or organizations,
regarding account deposits in connection with transactions by
the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer agent for the
Fund (the "Transfer Agent"), for delivery to such Transfer
Agent or to the holders of shares in connection with
distributions in kind, as may be described from time to time
in the Fund's currently effective prospectus and statement of
additional information related to the Portfolio (the
"Prospectus"), in satisfaction of requests by holders of
Shares for repurchase or redemption; and
15) For any other proper corporate purpose, but only upon receipt
of, in addition to Proper Instructions from the Fund on behalf
of the applicable Portfolio, a certified copy of a resolution
of the Board of Trustees or of the executive committee thereof
signed by an officer of the Fund and certified by the Fund's
Secretary or Assistant Secretary specifying the securities of
the Portfolio to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purpose to
be a proper corporate purpose, and naming the person or
persons to whom delivery of such securities shall be made.
2.3 Registration of Securities. Domestic securities held by the Custodian
(other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Custodian which nominee shall be
assigned exclusively to the Portfolio, unless the Fund has authorized
in writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as
the Portfolio, or in the name or nominee name of any agent appointed
pursuant to Section 2.9 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All securities accepted
by the Custodian on behalf of the Portfolio under the terms of this
Contract shall be in "street name" or other good delivery form. If,
however, the Fund directs the Custodian to maintain securities in
"street name", the Custodian shall utilize reasonable efforts only to
(i) timely collect income
4
<PAGE>
due the Fund on such securities and (ii) notify the Fund of relevant
corporate actions including, without limitation, pendency of calls,
maturities, tender or exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Portfolio
of the Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Contract, and shall hold in such account
or accounts, subject to the provisions hereof, all cash received by it
from or for the account of the Portfolio, other than cash maintained by
the Portfolio in a bank account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940, as amended. Funds
held by the Custodian for a Portfolio may be deposited by it to its
credit as Custodian in the banking department of the Custodian or in
such other banks or trust companies as it may in its discretion deem
necessary or desirable; provided, however, that every such bank or
trust company shall be qualified to act as a custodian under the
Investment Company Act of 1940, as amended (the "Investment Company
Act") and that each such bank or trust company and the funds to be
deposited with each such bank or trust company shall on behalf of each
applicable Portfolio be approved by vote of a majority of the Board of
Trustees. Such funds shall be deposited by the Custodian in its
capacity as Custodian and shall be withdrawable by the Custodian only
in that capacity.
2.5 Availability of Federal Funds. Upon agreement between the Fund on
behalf of each applicable Portfolio and the Custodian, the Custodian
shall, upon the receipt of Proper Instructions from the Fund on behalf
of a Portfolio, make federal funds available to such Portfolio as of
specified times agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment for Shares of
such Portfolio which are deposited into the Portfolio's account.
2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments
with respect to United States-registered securities held hereunder to
which each Portfolio shall be entitled either by law or pursuant to
custom in the securities business, and shall collect on a timely basis
all income and other payments with respect to domestic bearer
securities if, on the date of payment by the issuer, such securities
are held by the Custodian or its agent thereof and shall credit such
income, as collected, to such Portfolio's account. Without limiting the
generality of the foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring presentation as
and when they become due and shall collect interest when due on
securities held hereunder. Collection of income due each Portfolio on
domestic securities loaned pursuant to the provisions of Section 2.2
(10) shall be the responsibility of the Fund; the Custodian will have
no duty or responsibility in connection therewith, other than to
provide the Fund with such information or data in its possession as may
be necessary to assist the Fund in arranging for the timely delivery to
the Custodian of the income to which the Portfolio is properly
entitled.
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<PAGE>
2.7 Payment of Fund Monies. Upon receipt of Proper Instructions from the
Fund on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of
the Portfolio but only (a) against the delivery of such
securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian (or
any bank, banking firm or trust company doing business in the
United States or abroad which is qualified under the
Investment Company Act to act as a custodian and has been
designated by the Custodian as its agent for this purpose)
registered in the name of the Portfolio or in the name of a
nominee of the Custodian referred to in Section 2.3 hereof or
in proper form for transfer; (b) in the case of a purchase
effected through a U.S. Securities System, in accordance with
the conditions set forth in Section 2.10 hereof; (c) in the
case of a purchase involving the Direct Paper System, in
accordance with the conditions set forth in Section 2.11; (d)
in the case of repurchase agreements entered into between the
Fund on behalf of the Portfolio and the Custodian, or another
bank, or a broker-dealer which is a member of NASD, (i)
against delivery of the securities either in certificate form
or through an entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Portfolio
of securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase such
securities from the Portfolio or (e) for transfer to a time
deposit account of the Fund in any bank, whether domestic or
foreign; such transfer may be effected prior to receipt of a
confirmation from a broker and/or the applicable bank pursuant
to Proper Instructions from the Fund as defined in Article 5;
2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of Shares issued by the
Portfolio as set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments
for the account of the Portfolio: interest, taxes, management
fees, accounting fees, transfer agent fees, legal fees and
operating expenses of the Fund whether or not such expenses
are to be in whole or part capitalized or treated as deferred
expenses;
5) For the payment of any dividends on Shares of the Portfolio
declared pursuant to the governing documents of the Fund;
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<PAGE>
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
Portfolio, a certified copy of a resolution of the Board of
Trustees or of the executive committee thereof signed by an
officer of the Fund and certified by the Fund's Secretary or
an Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be
made, declaring such purpose to be a proper purpose, and
naming the person or persons to whom such payment is to be
made.
2.8 Liability for Payment in Advance of Receipt of Securities Purchased.
Except as specifically stated otherwise in this Contract, in any and
every case where payment for purchase of domestic securities for the
account of a Portfolio is made by the Custodian in advance of receipt
of the securities purchased in the absence of specific written
instructions from the Fund on behalf of such Portfolio to so pay in
advance, the Custodian shall be absolutely liable to the Fund for such
securities to the same extent as if the securities had been received by
the Custodian.
2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act to
act as a custodian, as its agent to carry out such of the provisions of
this Article 2 as the Custodian may from time to time direct; provided,
however, that the appointment of any agent shall not relieve the
Custodian of its responsibilities or liabilities hereunder.
2.10 Deposit of Securities in U.S. Securities Systems. The Custodian may
deposit and/or maintain domestic securities owned by a Portfolio in a
clearing agency registered with the Securities and Exchange Commission
(the "SEC") under Section 17A of the Exchange Act, which acts as a
securities depository, or in the book-entry system authorized by the
U.S. Department of the Treasury and certain federal agencies (a "U.S.
Securities System") in accordance with applicable Federal Reserve Board
and SEC rules and regulations, if any, and subject to the following
provisions:
1) The Custodian may keep domestic securities of the Portfolio in
a U.S. Securities System provided that such securities are
represented in a U.S. Securities System Account;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System
shall identify by book-entry those securities belonging to the
Portfolio;
3) The Custodian shall pay for domestic securities purchased for
the account of the Portfolio upon (i) receipt of advice from
the U.S. Securities System that such
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<PAGE>
securities have been transferred to the U.S. Securities System
Account and (ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer for the account
of the Portfolio; the Custodian shall transfer securities sold
for the account of the Portfolio upon (i) receipt of advice
from the U.S. Securities System that payment for such
securities has been transferred to the U.S. Securities System
Account and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account
of the Portfolio. Copies of all advices from the U.S.
Securities System of transfers of securities for the account
of the Portfolio shall identify the Portfolio, be maintained
for the Portfolio by the Custodian and be provided to the Fund
at its request. Upon request, the Custodian shall furnish the
Fund on behalf of the Portfolio confirmation of each transfer
to or from the account of the Portfolio in the form of a
written advice or notice and shall furnish to the Fund on
behalf of the Portfolio copies of daily transaction sheets
reflecting each day's transactions in the U.S. Securities
System for the account of the Portfolio;
4) The Custodian shall provide the Fund on behalf of the
Portfolio(s) with any report obtained by the Custodian on the
U.S. Securities System's accounting system, internal
accounting control and procedures for safeguarding securities
deposited in the U.S. Securities System;
5) The Custodian shall have received from the Fund on behalf of
the Portfolio the initial or annual certificate, as the case
may be, required by Article 14 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting
from use of the U.S. Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian or any
of its agents or of any of its or their employees or from
failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the U.S.
Securities System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with
respect to any claim against the U.S. Securities System or any
other person which the Custodian may have as a consequence of
any such loss or damage if and to the extent that the
Portfolio has not been made whole for any such loss or damage.
2.11 Fund Assets Held in the Custodian's Direct Paper System. The Custodian
may deposit and/or maintain securities owned by a Portfolio in the
Direct Paper System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper Instructions
from the Fund on behalf of the Portfolio;
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2) The Custodian may keep securities of the Portfolio in the
Direct Paper System only if such securities are represented in
the Direct Paper System Account which shall not include any
assets of the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System
shall identify by book-entry those securities belonging to the
Portfolio;
4) The Custodian shall pay for securities purchased for the
account of the Portfolio upon the making of an entry on the
records of the Custodian to reflect such payment and transfer
of securities to the account of the Portfolio. The Custodian
shall transfer securities sold for the account of the
Portfolio upon the making of an entry on the records of the
Custodian to reflect such transfer and receipt of payment for
the account of the Portfolio;
5) The Custodian shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or from the account
of the Portfolio, in the form of a written advice or notice,
of Direct Paper on the next business day following such
transfer and shall furnish to the Fund on behalf of the
Portfolio copies of daily transaction sheets reflecting each
day's transaction in the Direct Paper System for the account
of the Portfolio; and
6) Upon the reasonable request of the Fund, the Custodian shall
provide the Fund with any report on the Direct Paper System's
system of internal accounting controls which had been prepared
as of the time of such request.
2.12 Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio
establish and maintain a segregated account or accounts for and on
behalf of each such Portfolio, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
a U.S. Securities System Account by the Custodian pursuant to Section
2.10 hereof (i) in accordance with the provisions of any agreement
among the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Exchange Act and a member of the
NASD (or any futures commission merchant registered under the Commodity
Exchange Act), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national securities exchange
(or the Commodity Futures Trading Commission or any registered Contract
Market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the
Portfolio or commodity futures contracts or options thereon purchased
or sold by the Portfolio, (iii) for the purposes of compliance by the
Portfolio with the procedures required by Investment Company Act
Release No. 10666, or
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any subsequent release or releases of the SEC relating to the
maintenance of segregated accounts by registered investment companies
and (iv) for other proper corporate purposes, but only, in the case of
this clause (iv), upon receipt of, in addition to Proper Instructions
from the Fund on behalf of the applicable Portfolio, a certified copy
of a resolution of the Board of Trustees or of the executive committee
thereof signed by an officer of the Fund and certified by the Fund's
Secretary or an Assistant Secretary, setting forth the purpose or
purposes of such segregated account and declaring such purposes to be
proper corporate purposes.
2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of each Portfolio held by
it and in connection with transfers of such securities.
2.14 Proxies. The Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in
the name of the Portfolio or a nominee of the Portfolio, all proxies,
without indication of the manner in which such proxies are to be voted,
and shall promptly deliver to the Fund on behalf of the Portfolio such
proxies, all proxy soliciting materials and all notices relating to
such securities.
2.15 Communications Relating to Portfolio Securities. Subject to the
provisions of Section 2.3, the Custodian shall transmit promptly to the
Fund for each Portfolio all written information (including, without
limitation, pendency of calls and maturities of domestic securities and
expirations of rights in connection therewith and notices of exercise
of call and put options written by the Fund on behalf of the Portfolio
and the maturity of futures contracts purchased or sold by the
Portfolio) received by the Custodian from issuers of the securities
being held for the Portfolio. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Portfolio all
written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or
his agents) making the tender or exchange offer. If the Portfolio
desires to take action with respect to any tender offer, exchange offer
or any other similar transaction, the Portfolio shall notify the
Custodian at least three (3) business days prior to the date on which
the Custodian is to take such action.
3. Duties of the Custodian with Respect to Property of the Fund Held
Outside of the United States
3.1 Appointment of Foreign Sub-Custodians. The Fund hereby authorizes and
instructs the Custodian to employ as sub-custodians for the Portfolio's
securities and other assets maintained outside the United States the
foreign banking institutions and foreign securities depositories
designated on Schedule A hereto (the "foreign sub-custodians"). Upon
receipt
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of Proper Instructions, together with a certified resolution of the
Board of Trustees, the Custodian and the Fund on behalf of the
Portfolio(s) may agree to amend Schedule A hereto from time to time to
designate additional foreign banking institutions and foreign
securities depositories to act as sub-custodian. Upon receipt of Proper
Instructions, the Fund may instruct the Custodian to cease the
employment of any one or more such foreign sub-custodians for
maintaining custody of the Portfolio's assets.
3.2 Assets to be Held. The Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule 17f-5
under the Investment Company Act of 1940, and (b) cash and cash
equivalents in such amounts as the Custodian or the Fund may determine
to be reasonably necessary to effect the Fund's foreign securities
transactions. The Custodian shall identify on its books as belonging to
the Fund, the foreign securities of the Fund held by each foreign
sub-custodian.
3.3 Foreign Securities Depositories. Except as may otherwise be agreed upon
in writing by the Custodian and the Fund, assets of the Funds shall be
maintained in foreign securities depositories only through arrangements
implemented by the foreign banking institutions serving as
sub-custodians pursuant to the terms hereof. Where possible, such
arrangements shall include entry into agreements containing the
provisions set forth in Section 3.4 hereof.
3.4 Agreements with Foreign Banking Institutions. Each agreement with a
foreign banking institution shall provide that (a) the assets of each
Portfolio will not be subject to any right, charge, security interest,
lien or claim of any kind in favor of the foreign banking institution
or its creditors or agent, except a claim of payment for their safe
custody or administration; (b) beneficial ownership of the assets of
each Portfolio will be freely transferable without the payment of money
or value other than for custody or administration; (c) adequate records
will be maintained identifying the assets as belonging to the Custodian
on behalf of its customers; (d) officers of or auditors employed by, or
other representatives of the Custodian, including to the extent
permitted under applicable law the independent public accountants for
the Fund, will be given access to the books and records of the foreign
banking institution relating to its actions under its agreement with
the Custodian; and (e) assets of the Portfolios held by the foreign
sub-custodian will be subject only to the instructions of the Custodian
or its agents.
3.5 Access of Independent Accountants of the Fund. Upon request of the
Fund, the Custodian will use reasonable efforts to arrange for the
independent accountants of the Fund to be afforded access to the books
and records of any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to the
performance of such foreign banking institution under its agreement
with the Custodian.
3.6 Reports by Custodian. The Custodian will supply to the Fund from time
to time, as mutually agreed upon, statements in respect of the
securities and other assets of the
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Portfolio(s) held by foreign sub-custodians, including but not limited
to an identification of entities having possession of Portfolio
securities and other assets and advices or notifications of any
transfers of securities to or from each custodial account maintained by
a foreign banking institution for the Custodian on behalf of its
customers indicating, as to securities acquired for a Portfolio, the
identity of the entity having physical possession of such securities.
3.7 Transactions in Foreign Custody Account. (a) Except as otherwise
provided in paragraph (b) of this Section 3.7, the provision of
Sections 2.2 and 2.7 of this Contract shall apply, mutatis mutandis to
the foreign securities of the Portfolio(s) held outside the United
States by foreign sub-custodians.
(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of each
applicable Portfolio and delivery of securities maintained for the
account of each applicable Portfolio may be effected in accordance with
the customary established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering
securities to the purchaser thereof or to a dealer therefor (or an
agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such securities from such
purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-custodian may
be maintained in the name of such entity's nominee to the same extent
as set forth in Section 2.3 of this Contract, and the Fund agrees to
hold any such nominee harmless from any liability as a holder of record
of such securities.
3.8 Liability of Foreign Sub-Custodians. Each agreement pursuant to which
the Custodian employs a foreign banking institution as a foreign
sub-custodian shall require the institution to exercise reasonable care
in the performance of its duties and to indemnify, and hold harmless,
the Custodian and the Fund from and against any loss, damage, cost,
expense, liability or claim arising out of or in connection with the
institution's performance of such obligations. At the election of the
Fund on behalf of the Portfolio, it shall be entitled to be subrogated
to the rights of the Custodian with respect to any claims against a
foreign banking institution as a consequence of any such loss, damage,
cost, expense, liability or claim if and to the extent that the
Portfolio has not been made whole for any such loss, damage, cost,
expense, liability or claim.
3.9 Liability of Custodian. The Custodian shall be liable for the acts or
omissions of a foreign banking institution to the same extent as set
forth with respect to sub-custodians generally in this Contract and,
regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a
U.S. bank as contemplated by Section 3.12 hereof, the Custodian shall
not be liable for any loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation, currency
12
<PAGE>
restrictions, or acts of war or terrorism or any loss where the
sub-custodian has otherwise exercised reasonable care. Notwithstanding
the foregoing provisions of this Section 3.9, in delegating custody
duties to State Street London Ltd., the Custodian shall not be relieved
of any responsibility to the Fund for any loss due to such delegation,
except such loss as may result from (a) political risk (including, but
not limited to, exchange control restrictions, confiscation,
expropriation, nationalization, insurrection, civil strife or armed
hostilities) or (b) other losses (excluding a bankruptcy or insolvency
of State Street London Ltd. not caused by political risk) due to Acts
of God, nuclear incident or other losses under circumstances where the
Custodian and State Street London Ltd. have exercised reasonable care.
3.10 Reimbursement for Advances. If the Fund requires the Custodian to
advance cash or securities for any purpose for the benefit of a
Portfolio including the purchase or sale of foreign exchange or of
contracts for foreign exchange, or in the event that the Custodian or
its nominee shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance
of this Contract, except such as may arise from its or its nominee's
own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the applicable
Portfolio shall be security therefor and should the Fund fail to repay
the Custodian promptly, the Custodian shall be entitled to utilize
available cash and to dispose of such Portfolio's assets to the extent
necessary to obtain reimbursement.
3.11 Monitoring Responsibilities. The Custodian shall furnish annually to
the Fund (during the month of June) information concerning the foreign
sub-custodians employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund in connection
with the initial approval of this Contract. In addition, the Custodian
will promptly inform the Fund in the event that the Custodian learns of
a material adverse change in the financial condition of a foreign
sub-custodian or any material loss of the assets of the Fund or in the
case of any foreign sub-custodian not the subject of an exemptive order
from the SEC is notified by such foreign sub-custodian that there
appears to be a substantial likelihood that its shareholders' equity
will decline below $200 million (U.S. dollars or the local currency
equivalent thereof) or that its shareholders' equity has declined below
$200 million (in each case computed in accordance with generally
accepted U.S. accounting principles).
3.12 Branches of U.S. Banks. (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of
Portfolio assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act meeting the qualification set forth in Section
26(a) of said Act. The appointment of any such branch as a
sub-custodian shall be governed by Article 1 of this Contract.
13
<PAGE>
(b) Cash held for each Portfolio of the Fund in the United Kingdom
shall be maintained in an interest bearing account established for the
Fund with the Custodian's London branch, which account shall be subject
to the direction of the Custodian, State Street London Ltd. or both.
3.13 Tax Law. The Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on the Fund or the Custodian
as custodian of the Fund by the tax law of the United States. It shall
be the responsibility of the Fund to notify the Custodian of the
obligations imposed on the Fund or the Custodian as custodian of the
Fund by the tax law of jurisdictions other than those mentioned in the
above sentence, including responsibility for withholding and other
taxes, assessments or other governmental charges, certifications and
governmental reporting. The sole responsibility of the Custodian with
regard to such tax law shall be to use reasonable efforts to assist the
Fund with respect to any claim for exemption or refund under the tax
law of jurisdictions for which the Fund has provided such information.
4. Payments for Sales or Repurchases or Redemptions of Shares
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent and deposit into the account of the appropriate Portfolio
such payments as are received for Shares of that Portfolio issued or sold from
time to time by the Fund. The Custodian will provide timely notification to the
Fund on behalf of each Portfolio and the Transfer Agent of any receipt by it of
payments for Shares of such Portfolio.
From such funds as may be available for the purpose but subject to the
limitations of the Declaration of Trust and any applicable votes of the Board of
Trustees pursuant thereto, the Custodian shall, upon receipt of instructions
from the Transfer Agent, make funds available for payment to holders of Shares
who have delivered to the Transfer Agent a request for redemption or repurchase
of their Shares. In connection with the redemption or repurchase of Shares, the
Custodian is authorized upon receipt of instructions from the Transfer Agent to
wire funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of Shares, the
Custodian shall honor checks drawn on the Custodian by a holder of Shares, which
checks have been furnished by the Fund to the holder of Shares, when presented
to the Custodian in accordance with such procedures and controls as are mutually
agreed upon from time to time between the Fund and the Custodian.
5. Proper Instructions
Proper Instructions as used throughout this Contract means a writing
signed or initialed by one or more person or persons as the Board of Trustees
shall have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be
14
<PAGE>
considered Proper Instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be confirmed
in writing. If given pursuant to procedures to be agreed upon by the Custodian
and the Fund, Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices. For purposes of this Section,
Proper Instructions shall include instructions received by the Custodian
pursuant to any three - party agreement which requires a segregated asset
account in accordance with Section 2.12.
6. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to its
duties under this Contract, provided that all such payments
shall be accounted for to the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Portfolio, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Portfolio except as otherwise directed by the Board of
Trustees.
7. Evidence of Authority
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed by or on behalf of the Fund.
The Custodian may receive and accept a certified copy of a vote of the Board of
Trustees as conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action by the
Board of Trustees pursuant to the Declaration of Trust as described in such
vote, and such vote may be considered as in full force and effect until receipt
by the Custodian of written notice to the contrary.
15
<PAGE>
8. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Trustees to keep the books of
account of each Portfolio and/or compute the net asset value per share of the
outstanding Shares of each Portfolio or, if directed in writing to do so by the
Fund on behalf of the Portfolio(s), shall itself keep such books of account
and/or compute such net asset value per share. If so directed, the Custodian
shall also calculate daily the net income of the Portfolio as described in the
Prospectus and shall advise the Fund and the Transfer Agent daily of the total
amount of such net income and, if instructed in writing by an officer of the
Fund to do so, shall advise the Transfer Agent periodically of the division of
such net income among its various components. The calculations of the net asset
value per share and the daily income of each Portfolio shall be made at the time
or times described from time to time in the Prospectus.
9. Records
The Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this Contract in
such manner as will meet the obligations of the Fund under the Investment
Company Act, with particular attention to Section 31 thereof and Rules 31a-1 and
31a-2 thereunder. All such records shall be the property of the Fund and shall
at all times during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the SEC. The Custodian shall, at the Fund's request,
supply the Fund with a tabulation of securities owned by each Portfolio and held
by the Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations.
10. Opinion of Fund's Independent Accountants
The Custodian shall take all reasonable action, as the Fund on behalf
of each applicable Portfolio may from time to time request, to obtain from year
to year favorable opinions from the Fund's independent accountants with respect
to its activities hereunder in connection with the preparation of the Fund's
Form N-1A and N-SAR or other annual reports to the SEC and with respect to any
other SEC requirements.
11. Reports to Fund by Independent Public Accountants
The Custodian shall provide the Fund at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting
16
<PAGE>
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a Securities System, relating to the services provided by the Custodian under
this Contract; such reports shall be of sufficient scope and in sufficient
detail, as may reasonably be required by the Fund to provide reasonable
assurance that any material inadequacies would be disclosed by such examination,
and, if there are no such inadequacies, the reports shall so state.
12. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian as agreed upon from time to time between the
Fund on behalf of each applicable Portfolio and the Custodian.
13. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article 3 to the
same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United States (except as specifically provided in Section 3.9)
and, regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S. bank
as contemplated by Section 3.12 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim resulting from, or caused
by, the direction of or authorization by the Fund to maintain custody or any
securities or cash of the Fund in a foreign country including, but not limited
to, losses resulting from nationalization, expropriation, currency restrictions,
or acts of war or terrorism.
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, the Fund on behalf of the
17
<PAGE>
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
the Custodian.
If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including but not limited
to securities settlements, the purchase or sale of foreign exchange or of
contracts for foreign exchange, and assumed settlement) for the benefit of a
Portfolio, or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the applicable
Portfolio shall be security therefor and should the Fund fail to repay the
Custodian promptly, the Custodian shall be entitled to utilize available cash
and to dispose of such Portfolio's assets to the extent necessary to obtain
reimbursement.
14. Effective Period, Termination and Amendment
This Contract shall become effective as of the date of its execution,
shall continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the parties hereto
and may be terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take effect not
sooner than thirty (30) days after the date of such delivery or mailing;
provided, however that the Custodian shall not with respect to a Portfolio act
under Section 2.10 hereof in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the Board of Trustees has approved
the initial use of a particular Securities System by such Portfolio, as required
by Rule 17f-4 under the Investment Company Act and that the Custodian shall not
with respect to a Portfolio act under Section 2.11 hereof in the absence of
receipt of an initial certificate of the Secretary or an Assistant Secretary
that the Board of Trustees has approved the initial use of the Direct Paper
System by such Portfolio; provided further, however, that the Fund shall not
amend or terminate this Contract in contravention of any applicable federal or
state regulations, or any provision of the Declaration of Trust, and further
provided, that the Fund on behalf of one or more of the Portfolios may at any
time by action of the Board of Trustees (i) substitute another bank or trust
company for the Custodian by giving notice as described above to the Custodian
or (ii) immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.
18
<PAGE>
15. Successor Custodian
If a successor custodian shall be appointed by the Board of Trustees,
the Custodian shall, upon termination, deliver to such successor custodian at
the offices of the Custodian, duly endorsed and in the form for transfer, all
securities of each applicable Portfolio then held by it hereunder and shall
transfer to an account of the successor custodian all of the securities of each
such Portfolio held in a Securities System. If no such successor custodian shall
be appointed, the Custodian shall, in like manner, upon receipt of a certified
copy of a vote of the Board of Trustees, deliver at the offices of the Custodian
and transfer such securities, funds and other properties in accordance with such
vote. In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act, doing
business in Boston, Massachusetts, or New York, New York, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown by its
last published report, of not less than $25,000,000, all securities, funds and
other properties held by the Custodian on behalf of each applicable Portfolio
and all instruments held by the Custodian relative thereto and all other
property held by it under this Contract on behalf of each applicable Portfolio
and to transfer to an account of such successor custodian all of the securities
of each such Portfolio held in any Securities System. Thereafter, such bank or
trust company shall be the successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Trustees to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
16. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian and
the Fund on behalf of each of the Portfolios may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of this
Contract. Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Declaration of Trust. No interpretive
or additional provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
19
<PAGE>
17. Additional Funds
In the event that the Fund establishes one or more series of Shares in
addition to Tax - Exempt NY Money Market Fund, Investors Florida Municipal Cash
Fund, Investors New Jersey Municipal Cash Fund, Investors Pennsylvania Municipal
Cash Fund and Investors Michigan Municipal Cash Fund with respect to which it
desires to have the Custodian render services as custodian under the terms
hereof, it shall so notify the Custodian in writing, and if the Custodian agrees
in writing to provide such services, such series of Shares shall become a
Portfolio hereunder.
18. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
19. Prior Contracts
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Fund and the Custodian relating to the custody of
the assets of the Portfolio(s).
20. Shareholder Communications Election
SEC Rule 14b-2 requires banks which hold securities for the account of
customers to respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of that issuer held by
the bank unless the beneficial owner has expressly objected to disclosure of
this information. In order to comply with the rule, the Custodian needs the Fund
to indicate whether it authorizes the Custodian to provide the Fund's name,
address, and share position to requesting companies whose securities the Fund
owns. If the Fund tells the Custodian "no", the Custodian will not provide this
information to requesting companies. If the Fund tells the Custodian "yes" or
does not check either "yes" or "no" below, the Custodian is required by the rule
to treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the Fund.
For the Fund's protection, the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
Please indicate below whether the Fund consents or objects by checking one of
the alternatives below.
20
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YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions.
NO [ ] The Custodian is not authorized to release the Fund's name,
address, and share positions.
21
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IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of May 3, 1999.
ATTEST INVESTORS MUNICIPAL CASH FUND
/s/Maureen Kane By:/s/Philip J. Collora
- ---------------------------- ---------------------------------
Name: Maureen Kane Name: Philip J. Collora
Ass't Sec. Title: Vice President
ATTEST STATE STREET BANK AND TRUST COMPANY
/s/Marc L. Parsons By:/s/Ronald E. Logue
- ---------------------------- --------------------------------
Marc L. Parsons Ronald E. Logue
Associate Counsel Vice Chairman
22
Exhibit (i)
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER PRICE 222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
A PARTNERSHIP INCLUDING VEDDER,
PRICE, KAUFMAN & KAMMHOLZ, P.C.
WITH OFFICES IN CHICAGO AND NEW YORK CITY
May 11, 1999
Investors Municipal Cash Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A under the Securities Act of 1933 being filed
by Investors Municipal Cash Fund (the "Fund") in connection with the public
offering from time to time of units of beneficial interest, no par value
("Shares"), in the various portfolios of the Fund (each, a "Portfolio" and
collectively, the "Portfolios").
We have acted as counsel to the Fund, and in such capacity are familiar
with the Fund's organization and have counseled the Fund regarding various legal
matters. We have examined such Fund records and other documents and certificates
as we have considered necessary or appropriate for the purposes of this opinion.
In our examination of such materials, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us.
Based upon the foregoing and assuming that the Fund's Amended and
Restated Agreement and Declaration of Trust dated March 9, 1990, as amended by
the two (2) Written Instruments Amending the Agreement and Declaration of Trust
dated May 19, 1997 and the Written Instrument Amending the Agreement and
Declaration of Trust dated February 20, 1998, and the By-Laws of the Fund
adopted March 17, 1990, are presently in full force and effect and have not been
amended in any respect except as provided in the above-referenced documents and
that the resolutions adopted by the Board of Trustees of the Fund on March 17,
1990, January 21, 1997 and November 18, 1997 relating to organizational matters,
securities matters and the issuance of shares are presently in full force and
effect and have not been amended in any respect, we advise you and opine that
(a) the Fund is a legally organized and validly existing voluntary association
with transferrable shares under the laws of the Commonwealth of Massachusetts
and is authorized to issue an unlimited number of Shares in the Portfolios; and
(b) presently and upon such further issuance of the Shares in accordance with
the Fund's Agreement and Declaration of Trust and the receipt by the Fund of a
purchase price not less than the net asset value per Share, the Shares are and
will be legally issued and outstanding, fully paid and nonassessable.
<PAGE>
VEDDER PRICE
The Fund is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund or any
Portfolio. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts and obligations of the Fund or of a particular Portfolio and
requires that notice of such disclaimer be given in each note, bond, contract,
instrument, certificate share or undertaking made or issued by the Trustees or
officers of the Fund. The Agreement and Declaration of Trust provides for
indemnification out of the property of a particular Portfolio for all loss and
expense of any shareholder of that Portfolio held personally liable for the
obligations of such Portfolio. Thus, the risk of liability is limited to
circumstances in which the relevant Portfolio would be unable to meet its
obligations.
This opinion is solely for the benefit of the Fund, the Fund's Board of
Trustees and the Fund's officers and may not be relied upon by any other person
without our prior written consent. We hereby consent to the use of this opinion
in connection with said Post-Effective Amendment.
Very truly yours,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/COK
Exhibit (j)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Independent Auditors and Reports to Shareholders" and to the
use of our report dated May 18, 1999, for the Investors Municipal Cash Fund -
Investors Michigan Municipal Cash Fund, included in this Post-Effective
Amendment No. 13 to the Registration Statement of Investors Municipal Cash Fund
under the Securities Act of 1933 (Registration No. 33-34819) and this Amendment
No. 14 to the Registration Statement of Investors Municipal Cash Fund under the
Investment Company Act of 1940 (Registration No. 811-6108).
ERNST & YOUNG LLP
Chicago, Illinois
May 27, 1999
Fund: Investors Municipal Cash Fund (the "Fund")
-----------------------------
Series: Investors Florida Municipal Cash Fund (the "Series")
-------------------------------------
AMENDED AND RESTATED 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Amended and Restated 12b-1 Plan (the "Plan") has
been adopted for the Fund on behalf of the Series (both as noted and defined
above) by a majority of the members of the Fund's Board of Trustees, including a
majority of the trustees who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Qualified Trustees") at a meeting
called for the purpose of voting on this Plan.
1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI")
at the end of each calendar month a distribution services fee computed at the
annual rate .50% of the Fund's average daily net assets attributable to the
Series. KDI may compensate various financial services firms appointed by KDI
("Firms") in accordance with the provisions of the Fund's Administration,
Shareholder Services and Distribution Agreement (the "Distribution Agreement")
for sales of shares at the fee levels provided in the Fund's prospectus from
time to time. KDI may pay other commissions, fees or concessions to Firms, and
may pay them to others in its discretion, in such amounts as KDI may determine
from time to time. The distribution services fee for the Series shall be based
upon the average daily net assets of the Series, and such fee shall be charged
only to the Series. For the month and year in which this Plan becomes effective
or terminates, there shall be an appropriate proration of the distribution
services fee set forth herein on the basis of the number of days that the Plan,
the Distribution Agreement, and any other agreement related to the Plan, is in
effect during the month and year, respectively.
2. Periodic Reporting. KDI shall prepare reports for the Board of
Trustees of the Fund on a quarterly basis showing amounts paid to the various
Firms and such other information as from time to time shall be reasonably
requested by the Board of Trustees.
3. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the trustees, and of the Qualified Trustees, cast in person at a
meeting called for such purpose or by vote of at least a majority of the
outstanding voting securities of the Series.
4. Termination. This Plan may be terminated at any time without penalty
with respect to the Series by vote of a majority of the Qualified Trustees or by
vote of the majority of the outstanding voting securities of the Series.
5. Amendment. This Plan may not be amended to increase materially the
amount to be paid to KDI by the Fund for distribution services with respect to
the Series without the vote of
<PAGE>
a majority of the outstanding voting securities of the Series. All material
amendments to this Plan must in any event be approved by a vote of a majority of
the trustees, and of the Qualified Trustees, cast in person at a meeting called
for such purpose.
6. Selection of Non-Interested Trustees. So long as this Plan is in
effect, the selection and nomination of those trustees who are not interested
persons of the Fund will be committed to the discretion of the trustees who are
not themselves interested persons.
7. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the
Distribution Agreement, or any such report, as the case may be, the first two
(2) years in an easily accessible place.
8. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Series and shall not be binding on any
trustee, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the trustees or shareholders of the Fund nor the
adoption of the Plan on behalf of the Fund shall impose any liability upon any
trustee or upon any shareholder.
9. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
10. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series as the Act or the rules thereunder so require.
(Amended and restated August 1, 1998)
Fund: Investors Municipal Cash Fund (the "Fund")
-----------------------------
Series: Investors New Jersey Municipal Cash Fund (the "Series")
----------------------------------------
AMENDED AND RESTATED 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Amended and Restated 12b-1 Plan (the "Plan") has
been adopted for the Fund on behalf of the Series (both as noted and defined
above) by a majority of the members of the Fund's Board of Trustees, including a
majority of the trustees who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Qualified Trustees") at a meeting
called for the purpose of voting on this Plan.
1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI")
at the end of each calendar month a distribution services fee computed at the
annual rate .50% of the Fund's average daily net assets attributable to the
Series. KDI may compensate various financial services firms appointed by KDI
("Firms") in accordance with the provisions of the Fund's Administration,
Shareholder Services and Distribution Agreement (the "Distribution Agreement")
for sales of shares at the fee levels provided in the Fund's prospectus from
time to time. KDI may pay other commissions, fees or concessions to Firms, and
may pay them to others in its discretion, in such amounts as KDI may determine
from time to time. The distribution services fee for the Series shall be based
upon the average daily net assets of the Series, and such fee shall be charged
only to the Series. For the month and year in which this Plan becomes effective
or terminates, there shall be an appropriate proration of the distribution
services fee set forth herein on the basis of the number of days that the Plan,
the Distribution Agreement, and any other agreement related to the Plan, is in
effect during the month and year, respectively.
2. Periodic Reporting. KDI shall prepare reports for the Board of
Trustees of the Fund on a quarterly basis showing amounts paid to the various
Firms and such other information as from time to time shall be reasonably
requested by the Board of Trustees.
3. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the trustees, and of the Qualified Trustees, cast in person at a
meeting called for such purpose or by vote of at least a majority of the
outstanding voting securities of the Series.
4. Termination. This Plan may be terminated at any time without penalty
with respect to the Series by vote of a majority of the Qualified Trustees or by
vote of the majority of the outstanding voting securities of the Series.
5. Amendment. This Plan may not be amended to increase materially the
amount to be paid to KDI by the Fund for distribution services with respect to
the Series without the vote of
<PAGE>
a majority of the outstanding voting securities of the Series. All material
amendments to this Plan must in any event be approved by a vote of a majority of
the trustees, and of the Qualified Trustees, cast in person at a meeting called
for such purpose.
6. Selection of Non-Interested Trustees. So long as this Plan is in
effect, the selection and nomination of those trustees who are not interested
persons of the Fund will be committed to the discretion of the trustees who are
not themselves interested persons.
7. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the
Distribution Agreement, or any such report, as the case may be, the first two
(2) years in an easily accessible place.
8. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Series and shall not be binding on any
trustee, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the trustees or shareholders of the Fund nor the
adoption of the Plan on behalf of the Fund shall impose any liability upon any
trustee or upon any shareholder.
9. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
10. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series as the Act or the rules thereunder so require.
(Amended and restated August 1, 1998)
Fund: Investors Municipal Cash Fund (the "Fund")
-----------------------------
Series: Investors Michigan Municipal Cash Fund (the "Series")
--------------------------------------
AMENDED AND RESTATED 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Amended and Restated 12b-1 Plan (the "Plan") has
been adopted for the Fund on behalf of the Series (both as noted and defined
above) by a majority of the members of the Fund's Board of Trustees, including a
majority of the trustees who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Qualified Trustees") at a meeting
called for the purpose of voting on this Plan.
1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI")
at the end of each calendar month a distribution services fee computed at the
annual rate .35% of the Fund's average daily net assets attributable to the
Series. KDI may compensate various financial services firms appointed by KDI
("Firms") in accordance with the provisions of the Fund's Administration,
Shareholder Services and Distribution Agreement (the "Distribution Agreement")
for sales of shares at the fee levels provided in the Fund's prospectus from
time to time. KDI may pay other commissions, fees or concessions to Firms, and
may pay them to others in its discretion, in such amounts as KDI may determine
from time to time. The distribution services fee for the Series shall be based
upon the average daily net assets of the Series, and such fee shall be charged
only to the Series. For the month and year in which this Plan becomes effective
or terminates, there shall be an appropriate proration of the distribution
services fee set forth herein on the basis of the number of days that the Plan,
the Distribution Agreement, and any other agreement related to the Plan, is in
effect during the month and year, respectively.
2. Periodic Reporting. KDI shall prepare reports for the Board of
Trustees of the Fund on a quarterly basis showing amounts paid to the various
Firms and such other information as from time to time shall be reasonably
requested by the Board of Trustees.
3. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the trustees, and of the Qualified Trustees, cast in person at a
meeting called for such purpose or by vote of at least a majority of the
outstanding voting securities of the Series.
4. Termination. This Plan may be terminated at any time without penalty
with respect to the Series by vote of a majority of the Qualified Trustees or by
vote of the majority of the outstanding voting securities of the Series.
5. Amendment. This Plan may not be amended to increase materially the
amount to be paid to KDI by the Fund for distribution services with respect to
the Series without the vote of
<PAGE>
a majority of the outstanding voting securities of the Series. All material
amendments to this Plan must in any event be approved by a vote of a majority of
the trustees, and of the Qualified Trustees, cast in person at a meeting called
for such purpose.
6. Selection of Non-Interested Trustees. So long as this Plan is in
effect, the selection and nomination of those trustees who are not interested
persons of the Fund will be committed to the discretion of the trustees who are
not themselves interested persons.
7. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the
Distribution Agreement, or any such report, as the case may be, the first two
(2) years in an easily accessible place.
8. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Series and shall not be binding on any
trustee, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the trustees or shareholders of the Fund nor the
adoption of the Plan on behalf of the Fund shall impose any liability upon any
trustee or upon any shareholder.
9. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
10. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series as the Act or the rules thereunder so require.
(Amended and restated August 1, 1998)
Fund: Investors Municipal Cash Fund (the "Fund")
-----------------------------
Series: Investors Pennsylvania Municipal Cash Fund (the "Series")
------------------------------------------
AMENDED AND RESTATED 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Amended and Restated 12b-1 Plan (the "Plan") has
been adopted for the Fund on behalf of the Series (both as noted and defined
above) by a majority of the members of the Fund's Board of Trustees, including a
majority of the trustees who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Qualified Trustees") at a meeting
called for the purpose of voting on this Plan.
1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI")
at the end of each calendar month a distribution services fee computed at the
annual rate .50% of the Fund's average daily net assets attributable to the
Series. KDI may compensate various financial services firms appointed by KDI
("Firms") in accordance with the provisions of the Fund's Administration,
Shareholder Services and Distribution Agreement (the "Distribution Agreement")
for sales of shares at the fee levels provided in the Fund's prospectus from
time to time. KDI may pay other commissions, fees or concessions to Firms, and
may pay them to others in its discretion, in such amounts as KDI may determine
from time to time. The distribution services fee for the Series shall be based
upon the average daily net assets of the Series, and such fee shall be charged
only to the Series. For the month and year in which this Plan becomes effective
or terminates, there shall be an appropriate proration of the distribution
services fee set forth herein on the basis of the number of days that the Plan,
the Distribution Agreement, and any other agreement related to the Plan, is in
effect during the month and year, respectively.
2. Periodic Reporting. KDI shall prepare reports for the Board of
Trustees of the Fund on a quarterly basis showing amounts paid to the various
Firms and such other information as from time to time shall be reasonably
requested by the Board of Trustees.
3. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the trustees, and of the Qualified Trustees, cast in person at a
meeting called for such purpose or by vote of at least a majority of the
outstanding voting securities of the Series.
4. Termination. This Plan may be terminated at any time without penalty
with respect to the Series by vote of a majority of the Qualified Trustees or by
vote of the majority of the outstanding voting securities of the Series.
5. Amendment. This Plan may not be amended to increase materially the
amount to be paid to KDI by the Fund for distribution services with respect to
the Series without the vote of
<PAGE>
a majority of the outstanding voting securities of the Series. All material
amendments to this Plan must in any event be approved by a vote of a majority of
the trustees, and of the Qualified Trustees, cast in person at a meeting called
for such purpose.
6. Selection of Non-Interested Trustees. So long as this Plan is in
effect, the selection and nomination of those trustees who are not interested
persons of the Fund will be committed to the discretion of the trustees who are
not themselves interested persons.
7. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the
Distribution Agreement, or any such report, as the case may be, the first two
(2) years in an easily accessible place.
8. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Series and shall not be binding on any
trustee, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the trustees or shareholders of the Fund nor the
adoption of the Plan on behalf of the Fund shall impose any liability upon any
trustee or upon any shareholder.
9. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
10. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series as the Act or the rules thereunder so require.
(Amended and restated August 1, 1998)
Fund: Investors Municipal Cash Fund (the "Fund")
-----------------------------
Series: Tax-Exempt New York Money Market Fund (the "Series")
-------------------------------------
AMENDED AND RESTATED 12b-1 PLAN
Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Amended and Restated 12b-1 Plan (the "Plan") has
been adopted for the Fund on behalf of the Series (both as noted and defined
above) by a majority of the members of the Fund's Board of Trustees, including a
majority of the trustees who are not "interested persons" of the Fund and who
have no direct or indirect financial interest in the operation of the Plan or in
any agreements related to the Plan (the "Qualified Trustees") at a meeting
called for the purpose of voting on this Plan.
1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI")
at the end of each calendar month a distribution services fee computed at the
annual rate .50% of the Fund's average daily net assets attributable to the
Series. KDI may compensate various financial services firms appointed by KDI
("Firms") in accordance with the provisions of the Fund's Administration,
Shareholder Services and Distribution Agreement (the "Distribution Agreement")
for sales of shares at the fee levels provided in the Fund's prospectus from
time to time. KDI may pay other commissions, fees or concessions to Firms, and
may pay them to others in its discretion, in such amounts as KDI may determine
from time to time. The distribution services fee for the Series shall be based
upon the average daily net assets of the Series, and such fee shall be charged
only to the Series. For the month and year in which this Plan becomes effective
or terminates, there shall be an appropriate proration of the distribution
services fee set forth herein on the basis of the number of days that the Plan,
the Distribution Agreement, and any other agreement related to the Plan, is in
effect during the month and year, respectively.
2. Periodic Reporting. KDI shall prepare reports for the Board of
Trustees of the Fund on a quarterly basis showing amounts paid to the various
Firms and such other information as from time to time shall be reasonably
requested by the Board of Trustees.
3. Continuance. This Plan shall continue in effect indefinitely,
provided that such continuance is approved at least annually by a vote of a
majority of the trustees, and of the Qualified Trustees, cast in person at a
meeting called for such purpose or by vote of at least a majority of the
outstanding voting securities of the Series.
4. Termination. This Plan may be terminated at any time without penalty
with respect to the Series by vote of a majority of the Qualified Trustees or by
vote of the majority of the outstanding voting securities of the Series.
5. Amendment. This Plan may not be amended to increase materially the
amount to be paid to KDI by the Fund for distribution services with respect to
the Series without the vote of
<PAGE>
a majority of the outstanding voting securities of the Series. All material
amendments to this Plan must in any event be approved by a vote of a majority of
the trustees, and of the Qualified Trustees, cast in person at a meeting called
for such purpose.
6. Selection of Non-Interested Trustees. So long as this Plan is in
effect, the selection and nomination of those trustees who are not interested
persons of the Fund will be committed to the discretion of the trustees who are
not themselves interested persons.
7. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the
Distribution Agreement, or any such report, as the case may be, the first two
(2) years in an easily accessible place.
8. Limitation of Liability. Any obligation of the Fund hereunder shall
be binding only upon the assets of the Series and shall not be binding on any
trustee, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the trustees or shareholders of the Fund nor the
adoption of the Plan on behalf of the Fund shall impose any liability upon any
trustee or upon any shareholder.
9. Definitions. The terms "interested person" and "vote of a majority
of the outstanding voting securities" shall have the meanings set forth in the
Act and the rules and regulations thereunder.
10. Severability; Separate Action. If any provision of this Plan shall
be held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Series as the Act or the rules thereunder so require.
(Amended and restated August 1, 1998)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1999
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000863420
<NAME> INVESTORS MUNICIPAL CASH FUND
<SERIES>
<NUMBER> 05
<NAME> INVESTORS MICHIGAN MUNICIPAL CASH FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-06-1998
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 35,562
<INVESTMENTS-AT-VALUE> 35,562
<RECEIVABLES> 115
<ASSETS-OTHER> 98
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 35,775
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 150
<TOTAL-LIABILITIES> 150
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 35,625
<SHARES-COMMON-STOCK> 35,625
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 35,625
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,099
<OTHER-INCOME> 0
<EXPENSES-NET> (245)
<NET-INVESTMENT-INCOME> 854
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 854
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (854)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 83,345
<NUMBER-OF-SHARES-REDEEMED> (48,670)
<SHARES-REINVESTED> 850
<NET-CHANGE-IN-ASSETS> 35,525
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 72
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 284
<AVERAGE-NET-ASSETS> 33,072
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .02
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.02)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .75
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
