-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TN5F7e8Klk7UIn38O3vi5tiFWrML2YU/4ALclNtDrvarDQmNXd8UgXyKkVBpB7It brJq6m6/SUqH29USq2XPQA== 0000088053-98-001141.txt : 19981130 0000088053-98-001141.hdr.sgml : 19981130 ACCESSION NUMBER: 0000088053-98-001141 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS MUNICIPAL CASH FUND CENTRAL INDEX KEY: 0000863420 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: SEC FILE NUMBER: 811-06108 FILM NUMBER: 98760468 BUSINESS ADDRESS: STREET 1: 222 SOUTH RIVERSIDE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3127811121 MAIL ADDRESS: STREET 1: 222 SOUTH RIVERSIDE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: TAX EXEMPT NEW YORK MONEY MARKET FUND DATE OF NAME CHANGE: 19920703 NSAR-A 1 N-SAR (3.0.A) PAGE 1 000 A000000 09/30/98 000 C000000 0000863420 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 3.0 000 J000000 A 001 A000000 INVESTORS MUNICIPAL CASH FUND 001 B000000 811-6108 001 C000000 3125377000 002 A000000 222 SOUTH RIVERSIDE PLAZA 002 B000000 CHICAGO 002 C000000 IL 002 D010000 60606 002 D020000 5808 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 5 007 C010100 1 007 C020100 TAX-EXEMPT NEW YORK MONEY MARKET FUND 007 C030100 N 007 C010200 2 007 C020200 INVESTORS PENNSYLVANIA MUNICIPAL CASH FUND 007 C030200 N 007 C010300 3 007 C020300 INVESTORS FLORIDA MUNICIPAL CASH FUND 007 C030300 N 007 C010400 4 007 C020400 INVESTORS NEW JERSEY MUNICIPAL CASH FUND 007 C030400 N 007 C010500 5 007 C020500 INVESTORS MICHIGAN MUNICIPAL CASH FUND 007 C030500 N 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A00AA01 SCUDDER KEMPER INVESTMENTS, INC. 008 B00AA01 A 008 C00AA01 801-44899 008 D01AA01 NEW YORK 008 D02AA01 NY 008 D03AA01 10154 008 D04AA01 0100 010 A00AA01 KEMPER DISTRIBUTORS, INC. PAGE 2 010 B00AA01 8-47765 010 C01AA01 CHICAGO 010 C02AA01 IL 010 C03AA01 60606 010 C04AA01 5808 011 A00AA01 KEMPER DISTRIBUTORS, INC. 011 B00AA01 8-47765 011 C01AA01 CHICAGO 011 C02AA01 IL 011 C03AA01 60606 011 C04AA01 5808 012 A00AA01 KEMPER SERVICE COMPANY 012 B00AA01 84-1713 012 C01AA01 KANSAS CITY 012 C02AA01 MO 012 C03AA01 64141 013 A00AA01 ERNST & YOUNG LLP 013 B01AA01 CHICAGO 013 B02AA01 IL 013 B03AA01 60606 014 A00AA01 SCUDDER INVESTOR SERVICES, INC. 014 B00AA01 8-298 014 A00AA02 KEMPER DISTRIBUTORS, INC. 014 B00AA02 8-47765 014 A00AA03 GRUNTAL & CO., INC 014 B00AA03 8-31022 014 A00AA04 THE GMS GROUP, L.L.C (A GRUNTAL AFFILIATE) 014 B00AA04 8-23936 014 A00AA05 ZURICH CAPITAL MARKETS 014 B00AA05 8-49827 014 A00AA06 BANK HANDLOWY 014 B00AA06 8-24613 015 A00AA01 INVESTORS FIDUCIARY TRUST COMPANY 015 B00AA01 C 015 C01AA01 KANSAS CITY 015 C02AA01 MO 015 C03AA01 64105 015 E01AA01 X 015 A00AA02 STATE STREET BANK AND TRUST COMPANY 015 B00AA02 S 015 C01AA02 BOSTON 015 C02AA02 MA 015 C03AA02 02110 015 E01AA02 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 71 019 C00AA00 KEMPERFNDS 020 C000001 0 020 C000002 0 020 C000003 0 PAGE 3 020 C000004 0 020 C000005 0 020 C000006 0 020 C000007 0 020 C000008 0 020 C000009 0 020 C000010 0 021 000000 0 022 A000001 LEHMAN BROTHERS INC. 022 B000001 13-2518466 022 C000001 800 022 D000001 64645 022 A000002 GOLDMAN, SACHS & CO. 022 B000002 13-5108880 022 C000002 17000 022 D000002 30850 022 A000003 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 022 B000003 13-5674085 022 C000003 17150 022 D000003 26630 022 A000004 MORGAN STANLEY DISCOVER & CO. 022 B000004 13-2655998 022 C000004 6300 022 D000004 5100 022 A000005 PAINEWEBBER INCORPORATED 022 B000005 13-2638166 022 C000005 7200 022 D000005 2500 022 A000006 J.P. 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070 J01AA00 Y 070 J02AA00 N 070 K01AA00 N 070 K02AA00 N 070 L01AA00 N 070 L02AA00 N 070 M01AA00 N 070 M02AA00 N 070 N01AA00 N 070 N02AA00 N 070 O01AA00 N 070 O02AA00 N 070 P01AA00 N 070 P02AA00 N 070 Q01AA00 N 070 Q02AA00 N 070 R01AA00 N 070 R02AA00 N 077 A000000 Y 077 B000000 N 077 C000000 N 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 Y 078 000000 N 028 A010100 49680 028 A020100 250 028 A030100 0 028 A040100 49492 028 B010100 45270 028 B020100 243 028 B030100 0 028 B040100 48756 028 C010100 40269 028 C020100 242 028 C030100 0 028 C040100 44616 028 D010100 89064 PAGE 7 028 D020100 265 028 D030100 0 028 D040100 61232 028 E010100 54945 028 E020100 248 028 E030100 0 028 E040100 58189 028 F010100 75882 028 F020100 236 028 F030100 0 028 F040100 74613 028 G010100 355110 028 G020100 1484 028 G030100 0 028 G040100 336898 028 H000100 0 042 A000100 0 042 B000100 0 042 C000100 0 042 D000100 0 042 E000100 0 042 F000100 0 042 G000100 0 042 H000100 100 043 000100 284 044 000100 295 062 A000100 Y 062 B000100 0.0 062 C000100 0.0 062 D000100 0.0 062 E000100 99.4 062 F000100 0.0 062 G000100 0.0 062 H000100 0.0 062 I000100 0.0 062 J000100 0.0 062 K000100 0.0 062 L000100 0.0 062 M000100 0.0 062 N000100 0.0 062 O000100 0.0 062 P000100 0.0 062 Q000100 0.0 062 R000100 0.0 063 A000100 14 063 B000100 0.0 064 A000100 Y 064 B000100 N 071 A000100 0 071 B000100 0 071 C000100 0 PAGE 8 071 D000100 0 072 A000100 6 072 B000100 1992 072 C000100 0 072 D000100 0 072 E000100 0 072 F000100 123 072 G000100 0 072 H000100 0 072 I000100 0 072 J000100 63 072 K000100 0 072 L000100 18 072 M000100 4 072 N000100 23 072 O000100 0 072 P000100 0 072 Q000100 0 072 R000100 8 072 S000100 1 072 T000100 284 072 U000100 0 072 V000100 0 072 W000100 28 072 X000100 552 072 Y000100 101 072 Z000100 1541 072AA000100 0 072BB000100 0 072CC010100 0 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F030200 0 028 F040200 3272 028 G010200 9688 028 G020200 41 028 G030200 0 028 G040200 9688 028 H000200 0 042 A000200 0 042 B000200 0 PAGE 10 042 C000200 0 042 D000200 0 042 E000200 0 042 F000200 0 042 G000200 0 042 H000200 100 043 000200 8 044 000200 4 062 A000200 Y 062 B000200 0.0 062 C000200 0.0 062 D000200 0.0 062 E000200 129.4 062 F000200 0.0 062 G000200 0.0 062 H000200 0.0 062 I000200 0.0 062 J000200 0.0 062 K000200 0.0 062 L000200 0.0 062 M000200 0.0 062 N000200 0.0 062 O000200 0.0 062 P000200 0.0 062 Q000200 0.0 062 R000200 0.0 063 A000200 13 063 B000200 0.0 064 A000200 Y 064 B000200 N 071 A000200 0 071 B000200 0 071 C000200 0 071 D000200 0 072 A000200 6 072 B000200 60 072 C000200 0 072 D000200 0 072 E000200 0 072 F000200 4 072 G000200 0 072 H000200 0 072 I000200 0 072 J000200 2 072 K000200 0 072 L000200 0 072 M000200 1 072 N000200 6 072 O000200 0 072 P000200 0 072 Q000200 0 PAGE 11 072 R000200 2 072 S000200 1 072 T000200 3 072 U000200 0 072 V000200 0 072 W000200 0 072 X000200 19 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E030300 0 028 E040300 4154 028 F010300 7394 028 F020300 1 028 F030300 0 028 F040300 7627 028 G010300 24913 028 G020300 72 028 G030300 0 028 G040300 27218 028 H000300 0 042 A000300 0 042 B000300 0 042 C000300 0 042 D000300 0 042 E000300 0 042 F000300 0 042 G000300 0 042 H000300 100 043 000300 15 044 000300 17 062 A000300 Y 062 B000300 0.0 062 C000300 0.0 062 D000300 0.0 062 E000300 96.4 062 F000300 0.0 062 G000300 0.0 062 H000300 0.0 062 I000300 0.0 062 J000300 0.0 PAGE 13 062 K000300 0.0 062 L000300 0.0 062 M000300 0.0 062 N000300 0.0 062 O000300 0.0 062 P000300 0.0 062 Q000300 0.0 062 R000300 0.0 063 A000300 14 063 B000300 0.0 064 A000300 Y 064 B000300 N 071 A000300 0 071 B000300 0 071 C000300 0 071 D000300 0 072 A000300 6 072 B000300 110 072 C000300 0 072 D000300 0 072 E000300 0 072 F000300 7 072 G000300 0 072 H000300 0 072 I000300 0 072 J000300 6 072 K000300 0 072 L000300 1 072 M000300 0 072 N000300 5 072 O000300 0 072 P000300 0 072 Q000300 0 072 R000300 4 072 S000300 0 072 T000300 10 072 U000300 0 072 V000300 0 072 W000300 0 072 X000300 34 072 Y000300 7 072 Z000300 83 072AA000300 0 072BB000300 0 072CC010300 0 072CC020300 0 072DD010300 83 072DD020300 0 072EE000300 0 073 A010300 0.0136 073 A020300 0.0000 PAGE 14 073 B000300 0.0000 073 C000300 0.0000 074 A000300 176 074 B000300 0 074 C000300 5185 074 D000300 0 074 E000300 0 074 F000300 0 074 G000300 0 074 H000300 0 074 I000300 0 074 J000300 0 074 K000300 0 074 L000300 20 074 M000300 0 074 N000300 5381 074 O000300 0 074 P000300 2 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 1 074 S000300 0 074 T000300 5378 074 U010300 5378 074 U020300 0 074 V010300 1.00 074 V020300 0.00 074 W000300 1.0000 074 X000300 867 074 Y000300 0 075 A000300 6051 075 B000300 0 076 000300 0.00 028 A010400 3946 028 A020400 0 028 A030400 0 028 A040400 4026 028 B010400 2504 028 B020400 20 028 B030400 0 028 B040400 2748 028 C010400 3530 028 C020400 11 028 C030400 0 028 C040400 1966 028 D010400 5346 028 D020400 14 028 D030400 0 028 D040400 3617 PAGE 15 028 E010400 5206 028 E020400 14 028 E030400 0 028 E040400 4409 028 F010400 9843 028 F020400 0 028 F030400 0 028 F040400 11238 028 G010400 30375 028 G020400 59 028 G030400 0 028 G040400 28004 028 H000400 0 042 A000400 0 042 B000400 0 042 C000400 0 042 D000400 0 042 E000400 0 042 F000400 0 042 G000400 0 042 H000400 100 043 000400 16 044 000400 17 062 A000400 Y 062 B000400 0.0 062 C000400 0.0 062 D000400 0.0 062 E000400 99.0 062 F000400 0.0 062 G000400 0.0 062 H000400 0.0 062 I000400 0.0 062 J000400 0.0 062 K000400 0.0 062 L000400 0.0 062 M000400 0.0 062 N000400 0.0 062 O000400 0.0 062 P000400 0.0 062 Q000400 0.0 062 R000400 0.0 063 A000400 18 063 B000400 0.0 064 A000400 Y 064 B000400 N 071 A000400 0 071 B000400 0 071 C000400 0 071 D000400 0 072 A000400 6 072 B000400 105 PAGE 16 072 C000400 0 072 D000400 0 072 E000400 0 072 F000400 7 072 G000400 0 072 H000400 0 072 I000400 0 072 J000400 5 072 K000400 0 072 L000400 1 072 M000400 0 072 N000400 6 072 O000400 0 072 P000400 0 072 Q000400 0 072 R000400 3 072 S000400 0 072 T000400 13 072 U000400 0 072 V000400 0 072 W000400 0 072 X000400 35 072 Y000400 7 072 Z000400 77 072AA000400 0 072BB000400 0 072CC010400 0 072CC020400 0 072DD010400 77 072DD020400 0 072EE000400 0 073 A010400 0.0125 073 A020400 0.0000 073 B000400 0.0000 073 C000400 0.0000 074 A000400 49 074 B000400 0 074 C000400 7027 074 D000400 0 074 E000400 0 074 F000400 0 074 G000400 0 074 H000400 0 074 I000400 0 074 J000400 0 074 K000400 0 074 L000400 23 074 M000400 0 074 N000400 7099 074 O000400 0 074 P000400 1 PAGE 17 074 Q000400 0 074 R010400 0 074 R020400 0 074 R030400 0 074 R040400 3 074 S000400 0 074 T000400 7095 074 U010400 7095 074 U020400 0 074 V010400 1.00 074 V020400 0.00 074 W000400 1.0000 074 X000400 975 074 Y000400 0 075 A000400 6220 075 B000400 0 076 000400 0.00 028 A010500 30108 028 A020500 35 028 A030500 0 028 A040500 2934 028 B010500 6893 028 B020500 78 028 B030500 0 028 B040500 2494 028 C010500 3168 028 C020500 82 028 C030500 0 028 C040500 2321 028 D010500 7584 028 D020500 80 028 D030500 0 028 D040500 6224 028 E010500 3483 028 E020500 76 028 E030500 0 028 E040500 2295 028 F010500 3195 028 F020500 89 028 F030500 0 028 F040500 3340 028 G010500 54431 028 G020500 440 028 G030500 0 028 G040500 19608 028 H000500 0 042 A000500 0 042 B000500 0 042 C000500 0 042 D000500 0 042 E000500 0 PAGE 18 042 F000500 0 042 G000500 0 042 H000500 0 043 000500 54 044 000500 0 062 A000500 Y 062 B000500 0.0 062 C000500 0.0 062 D000500 0.0 062 E000500 100.1 062 F000500 0.0 062 G000500 0.0 062 H000500 0.0 062 I000500 0.0 062 J000500 0.0 062 K000500 0.0 062 L000500 0.0 062 M000500 0.0 062 N000500 0.0 062 O000500 0.0 062 P000500 0.0 062 Q000500 0.0 062 R000500 0.0 063 A000500 11 063 B000500 0.0 064 A000500 Y 064 B000500 N 071 A000500 0 071 B000500 0 071 C000500 0 071 D000500 0 072 A000500 6 072 B000500 560 072 C000500 0 072 D000500 0 072 E000500 0 072 F000500 34 072 G000500 0 072 H000500 0 072 I000500 0 072 J000500 11 072 K000500 0 072 L000500 3 072 M000500 1 072 N000500 8 072 O000500 0 072 P000500 0 072 Q000500 0 072 R000500 11 072 S000500 1 072 T000500 54 PAGE 19 072 U000500 0 072 V000500 0 072 W000500 12 072 X000500 135 072 Y000500 19 072 Z000500 444 072AA000500 0 072BB000500 0 072CC010500 0 072CC020500 0 072DD010500 444 072DD020500 0 072EE000500 0 073 A010500 0.0119 073 A020500 0.0000 073 B000500 0.0000 073 C000500 0.0000 074 A000500 0 074 B000500 0 074 C000500 35400 074 D000500 0 074 E000500 0 074 F000500 0 074 G000500 0 074 H000500 0 074 I000500 0 074 J000500 0 074 K000500 0 074 L000500 139 074 M000500 0 074 N000500 35539 074 O000500 0 074 P000500 59 074 Q000500 0 074 R010500 0 074 R020500 0 074 R030500 0 074 R040500 117 074 S000500 0 074 T000500 35363 074 U010500 35363 074 U020500 0 074 V010500 1.00 074 V020500 0.00 074 W000500 1.0000 074 X000500 14 074 Y000500 0 075 A000500 31668 075 B000500 0 076 000500 0.00 PAGE 20 SIGNATURE PHILIP J. COLLORA TITLE V.P & SECRETARY EX-27 2
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000863420 INVESTORS MUNICIPAL CASH FUND 01 TAX-EXEMPT NEW YORK MONEY MARKET FUND 1,000 6-MOS MAR-31-1999 APR-01-1998 SEP-30-1998 123,127 123,127 387 504 0 124,018 0 0 124 124 0 123,894 123,894 104,198 0 0 0 0 0 123,894 0 1,992 0 (451) 1,541 0 0 1,541 0 (1,541) 0 0 355,110 (336,898) 1,484 19,696 0 0 0 0 123 0 552 112,213 1.00 .01 0 (.01) 0 0 1.00 .80 0 0
EX-27 3
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000863420 INVESTORS MUNICIPAL CASH FUND 02 INVESTORS PENNSYLVANIA MUNICIPAL CASH FUND 1,000 6-MOS MAR-31-1999 APR-01-1998 SEP-30-1998 4,190 4,190 20 0 0 4,210 0 0 974 974 0 3,236 3,236 3,195 0 0 0 0 0 3,236 0 60 0 (15) 45 0 0 45 0 (45) 0 0 9,688 (9,688) 41 41 0 0 0 0 4 0 24 3,261 1.00 .01 0 (.01) 0 0 1.00 .90 0 0
EX-27 4
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000863420 INVESTORS MUNICIPAL CASH FUND 03 INVESTORS FLORIDA MUNICIPAL CASH FUND 1,000 6-MOS MAR-31-1999 APR-01-1998 SEP-30-1998 5,185 5,185 20 176 0 5,381 0 0 3 3 0 5,378 5,378 7,611 0 0 0 0 0 5,378 0 110 0 (27) 83 0 0 83 0 (83) 0 0 24,913 (27,218) 72 (2,233) 0 0 0 0 7 0 39 6,051 1.00 .01 0 (.01) 0 0 1.00 .90 0 0
EX-27 5
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000863420 INVESTORS MUNICIPAL CASH FUND 04 INVESTORS NEW JERSEY MUNICIPAL CASH FUND 1,000 6-MOS MAR-31-1999 APR-01-1998 SEP-30-1998 7,027 7,027 23 49 0 7,099 0 0 4 4 0 7,095 7,095 4,665 0 0 0 0 0 7,095 0 105 0 (38) 77 0 0 77 0 (77) 0 0 30,375 (28,004) 59 2,430 0 0 0 0 7 0 28 6,220 1.00 .01 0 (.01) 0 0 1.00 .90 0 0
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6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000863420 INVESTORS MUNICIPAL CASH FUND 05 INVESTORS MICHIGAN MUNICIPAL CASH FUND 1,000 6-MOS MAR-31-1999 APR-06-1998 SEP-30-1998 35,400 35,400 139 0 0 35,539 0 0 176 176 0 35,363 35,363 0 0 0 0 0 0 35,363 0 560 0 (116) 444 0 0 444 0 (444) 0 0 54,431 (19,608) 440 35,263 0 0 0 0 34 0 135 31,668 1.00 .01 0 (.01) 0 0 1.00 .75 0 0
EX-99 7 N:SHAREDAT\CORP_ACT\CONTRACT\KEMPER\IMCF\ima_s98.doc 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. (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 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 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. 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. 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: President The foregoing Agreement is hereby accepted as of the date hereof. SCUDDER KEMPER INVESTMENTS, INC. By: Treasurer EX-99 8 N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\IMCF\UNDER97.DOC 6 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 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 Finns 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. 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 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. 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] 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: ATTEST: By: Title: KEMPER DISTRIBUTORS, INC. By: /s/James L. Greenawalt Title: President ATTEST: By: /s/Joan V. Pearson Title: Executive Assistant -----END PRIVACY-ENHANCED MESSAGE-----