INVESTORS MUNICIPAL CASH TRUST

         On November 29, 2000, the Board of Trustees of Investors Municipal Cash
Trust, (the "Fund"), a Massachusetts business trust, adopted the following
resolution amending the By-Laws of the Fund to read as follows:

                  RESOLVED, that, pursuant to Section 12 of the By-Laws of the
                  Fund, Section 2.3 of the Fund's By-Laws shall be amended to
                  read as follows (additions are underlined and deletions are
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                  [struck out]):

                  Section 2.3. Notice of Meetings. A written notice of each
                  meeting of shareholders, stating the place, date and hour and
                  the purposes of the meeting, shall be given at least seven
                  days before the meeting to each shareholder entitled to vote
                  thereat by sending such notice by postal mail, postage
                  prepaid, by electronic mail, by posting on the internet with
                  notice by postal mail or electronic mail, or by any other
                  electronic method of document transfer to each Shareholder at
                  his address or other designated destination, including, but
                  not limited to, the Shareholder's postal mailing or e-mail
                  address, as recorded on the register of the Trust.. Such
                  notice shall be given by the Secretary or an Assistant
                  Secretary or by an officer designated by the Trustees. No
                  notice of any meeting of shareholders need be given to a
                  shareholder if a written waiver of notice, executed before or
                  after the meeting by such shareholder or his attorney
                  thereunto duly authorized, is filed with the records of the
                  meeting.

                  FURTHER RESOLVED, that, pursuant to Section 12 of the By-Laws
                  of the Fund, Section 2 is hereby amended by adding the
                  following Section 2.6:

                  Section 6. Proxy Instructions Transmitted by Telephonic or
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                  Electronic Means. The placing of a Shareholder's name on a
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                  proxy pursuant to telephonic or electronically transmitted
                  instructions obtained pursuant to procedures reasonably
                  designed to verify that such instructions have been authorized
                  by such Shareholder shall constitute execution of such proxy
                  by or on behalf of such Shareholder.


IN WITNESS WHEREOF, I hereunto set my hand and seal of the Fund on this 30th day
of November, 2000.


                                 /s/Maureen E. Kane
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                                 Maureen E. Kane, Assistant Secretary