1 Page 1 ENCLOSED: Sample of Kemper wholesale money market fund proxy statement package. As you may know, Zurich Insurance Company, the parent of Kemper wholesale money funds' investment manager (Zurich Kemper Investments, Inc. or ZKI) has entered into an agreement with Scudder, Stevens & Clark, Inc. (Scudder) whereby Zurich will acquire approximately 70% of Scudder. Upon completion of the transaction, Scudder will change its name to Scudder Kemper Investments, Inc. (SKI), and ZKI will be combined with SKI. Because of the transaction, it is necessary for the Funds to approve a new investment management agreement. Your firm has agreed to allow our proxy vendor to mail the enclosed proxy materials to your clients in one or a combination of the following funds: Cash Account Trust (CAT), Cash Equivalent Fund (CEF), Investors Cash Trust (ICT), Investors Municipal Cash Fund - which includes Investors Florida, New Jersey, and Pennsylvania Municipal Cash Funds, as well as Tax-Exempt New York Money Market Fund (IMCF) and Tax-Exempt California Money Market Fund (TEC). The mailing is taking place (DATE TBD) to shareholders of record as of September 15, 1997 for CAT, IMCF and TEC and to shareholders of record as of September 17, 1997 for CEF and ICT. The issues that shareholders will be asked to vote on are as follows: To elect nine (9) Trustees to the Board of Trustees. To ratify or reject the selection of Ernst & Young LLP as independent auditors for the current fiscal year. To approve or disapprove a new investment management agreement with SKI or with ZKI transferable to SKI. To approve or disapprove a new Rule 12b-1 distribution plan with Zurich Kemper Distributors, Inc. [Does not apply to ICT]. To approve or disapprove changes in the Fund's fundamental investment policies to permit a master/feeder fund structure. To approve or disapprove an amendment to the Fund's Agreement and Declaration of Trust [for CEF and TEC only]. Please note that your clients' Funds and Fund investments will not change. Shareholders will still own the same shares in the same Funds. If the new investment management agreement and Rule 12b-1 plans are approved, your clients' Fund shares will not change, the advisory fee rates charged the Fund will not change, and, if applicable, the fee rate payable under the Funds' 12b-1 plan will not change. Zurich and Scudder have committed to provide all resources necessary to provide the Funds with top quality investment management and shareholder services. You will find enclosed a sample of the proxy mailing package your money fund clients will be receiving. Included in this package is a Question and Answer sheet which may be useful to your sales staff in the event they receive shareholder questions. Should you have any further questions, please contact your Regional Vice President at 800-621-1148 or your Dealer Administrator at 800-231-8568. 2 SCUDDER PROXY Q&A OCTOBER 1997 PAGE 1 QUESTIONS & ANSWERS ABOUT THE PROXY STATEMENT This communication is for internal use only. It may not be given to shareholders in written form. For answers to any additional questions, refer shareholders to the proxy statement. (Note: Page numbers referenced in this Q&A are from the "Group A" proxy statement, mailed to shareholders in Kemper Equity Funds/Growth Style; Kemper International and Global Funds; Kemper Tax-Free Income Funds; Kemper Income Funds; and Kemper Cash Reserves Fund. Page numbers will vary for other versions of the proxy statement.) THE NEW INVESTMENT MANAGEMENT AGREEMENT Q: Why am I being asked to vote on a new investment management agreement? A: By law (the Investment Company Act of 1940) a fund's investment management agreement is terminated when there is a change in control of its investment manager. The proposed merger of Zurich Kemper Investments, Inc. and Scudder is considered such a change of control. Therefore, the shareholders of your fund must approve a new investment management agreement. Q: Is the new investment management agreement different from the current agreement? A: The new investment management agreement is "substantially similar" to your fund's current investment management agreement. (See page 20 of the proxy statement.) The current agreement is described in detail in Item 3 of the proxy statement (pages 15-20). Q: What will happen if the new investment management agreement is not approved at the December meeting? A: The persons named as proxies may propose one or more adjournments of the meeting to permit further soliciting of proxies. Any such adjournment would require approval of a majority of the shares present (in person or by proxy) at the meeting. (See page 44 of the proxy statement.) THE NEW 12B-1 AGREEMENT Q: What is a 12b-1 distribution plan, and why am I being asked to approve a new one? A: A 12b-1 distribution plan provides for a fee to be assessed on a fund's average daily net assets to help cover the costs associated with marketing and selling the fund. If you own Class B or Class C shares, a 12b-1 plan is already in place for your shares. However, consummation of the transaction may constitute an assignment of the plan, which provides for its automatic termination in the event of its assignment. Therefore, you are being asked to approve a new 12b-1 plan. FOR INTERNAL USE ONLY 3 SCUDDER PROXY Q&A OCTOBER 1997 PAGE 2 Q: Will the fee rates paid by my fund change? A: No. The new Rule 12b-1 plan is on the same terms as the current 12b-1 plan for each fund. (See page 27 of the proxy statement.) The fee paid by your fund during its most recent fiscal year is shown on page 29 of the proxy statement. Q: What will happen if the new 12b-1 distribution plan is not approved? A: The persons named as proxies may propose one or more adjournments of the meeting to permit further soliciting of proxies. Any such adjournment would require approval of a majority of the shares present (in person or by proxy) at the meeting. (See page 44 of the proxy statement.) THE "MASTER/FEEDER" FUND STRUCTURE Q: What is a master/feeder fund structure? A: Instead of investing directly in a portfolio of securities, a feeder fund invests its assets in another investment company -- a master fund -- that has substantially the same investment policies and objectives. The feeder fund combines its assets with other feeder funds in the master fund in an effort to achieve possible economies of scale and efficiencies in portfolio management. Each feeder fund maintains its separate identity, management and method of distribution. For example: ABC Fund (an open-end domestic mutual fund), DEF Fund (an offshore fund) and a group trust (an institutional investor) are all feeder funds with the same investment objective. They combine their assets by investing in a master fund, XYZ Fund. XYZ Fund manages the investment portfolio on behalf of the feeder funds. Each of the feeder funds maintain their individual names and methods of distribution. A DETAILED DESCRIPTION OF THE MASTER/FEEDER STRUCTURE CAN BE FOUND IN ITEM 7 OF THE PROXY STATEMENT (PAGES 31-34). Q: What is the benefit of investing this way? A: By combining their assets, the feeder funds may be able to operate with lower expense ratios than they would have if they were operating separately. A master/feeder structure can be useful in specialized investment categories where it can be difficult to gain reasonable scale through a single form of distribution. With a master/feeder structure, funds with different forms of distribution can combine their assets into one pool that would be of sufficient size to have reasonable operating expenses. FOR INTERNAL USE ONLY 4 SCUDDER PROXY Q&A OCTOBER 1997 PAGE 3 Q: How would changing my fund to a feeder fund affect my investment? A: Your investment would remain essentially the same. However, instead of investing directly in a portfolio of securities, your fund's assets would be pooled with the assets of other funds that have similar investment objectives. Q: Does Kemper currently have funds in a master/feeder structure? A: No. Q: Does Kemper plan to change my fund to a feeder fund? A: No. Your fund's board of directors has not determined that ANY of the Kemper funds should convert to a master/feeder structure at this time. Approval of this proposal will allow the fund's board of directors the flexibility to adopt this structure at some point in the future if it is determined that such a change would be in the best interest of the shareholders. Q: If a fund coverts to a feeder fund, can it ever change back? A: Yes. A feeder fund can withdraw its investment in a master fund at any time if the fund's board of directors determines that it would be in the best interest of the shareholders, or if the investment objectives of the master fund changed so that they were inconsistent with the objectives of the feeder fund. Q: What other companies offer funds with a master/feeder structure? A: Eaton Vance, Stein Roe and several other fund groups (i.e. Citibank Landmark Funds). ABOUT VOTING Q: Who is paying for this proxy? A: Zurich Kemper Investments, Inc. -- NOT YOUR FUND -- is paying all costs of the proxy solicitation and the shareholder meeting. None of the expense is being paid from your fund's oprerating expenses. Q: Am I required to vote? A: No, but your participation is strongly encouraged. If, as we approach the date of the shareholder meeting, an insufficient number of votes is received to achieve a quorum (the minimum number required in order to transact business) or approval of an item, shareholders who have not yet voted may be solicited a second time. The definition of a quorum and the vote required for approval of an item for purposes of this proxy can be found on pages 43-45 of the proxy statement. FOR INTERNAL USE ONLY 5 SCUDDER PROXY Q&A OCTOBER 1997 PAGE 4 Q: If I fail to mark my proxy card on a particular item, what will happen? A: If a proxy card is returned with no vote indicated for a certain item, the proxy will be voted as FOR the proposed item. Q: I lost my proxy card and/or statement. How can I get another? A: To request a duplicate proxy statement and voting card, call (800) 537-1988. A new card will be printed and mailed to you. Q: I lost the return envelope for my proxy card. Where should I mail it? A: Send your proxy card to Proxy Tabulator P.O. Box 9126 Hingham, MA 02043 Q: When does my vote have to be received in order to be counted? A: The shareholder meeting is scheduled for December 3 at 2:20 p.m. (Central time) at the Zurich Kemper Investments offices located at 222 South Riverside Plaza in Chicago. Your proxy card must be received prior to the meeting. If you plan to attend the meeting, you may submit your card at that time. Q: If approved, when would the new agreements, etc. take effect? A: We anticipate the combination of Zurich Kemper Investments, Inc. and Scudder to be complete sometime during the fourth quarter of 1997. FOR INTERNAL USE ONLY