Deutsche Investment Management Americas Inc.
One Beacon Street
Boston, MA 02108
November 30, 2016
Via EDGAR
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ms. Sumeera Younis
| RE: | Post-Effective Amendment No. 68 to the Registration Statement on Form N-1A of Deutsche Variable NAV Money Fund (the “Fund”), a series of Investors Cash Trust (the “Trust” or the “Registrant”) (Reg. Nos. 033-34645, 811-06103) |
Dear Ms. Younis:
This letter is being submitted on behalf of the Registrant in response to comments of the Staff of the Securities and Exchange Commission (the “Commission”) received via a telephone call on November 14, 2016 with regard to the above-captioned Post-Effective Amendment filed on behalf of the Registrant on September 29, 2016 with an effective date of December 1, 2016.
The Staff’s comments are restated below followed by the Registrant’s response.
1. Comment: Please provide a completed fee table and Example for the Fund in the Fund’s prospectus.
Response: The Registrant confirms that a completed Fee Table and Example for the Fund is set forth in the Fund’s prospectus.
2. Comment: Please confirm that the contractual expense waiver/reimbursement arrangements reflected in the Fund’s fee table will extend for at least one year from the effective date of the Fund’s prospectus. Please describe the circumstances under which the Fund’s Board can terminate the Fund’s fee waiver.
Response: The Registrant confirms that the expense waiver/reimbursement arrangements reflected in the Fund’s fee table will extend for at least one year from the effective date of the Fund’s Prospectus. In addition, the expense waiver/reimbursement arrangements reflected in the Fund’s Fee Table can be terminated by the Fund’s Board at the Board’s discretion. The Registrant believes that the description of such circumstances set forth in the footnote is sufficient.
3. Comment: Consider adding disclosure relating to concentration risk to Registrant’s Item 4 and Item 9 disclosure, if applicable. To the extent the Fund’s investments are concentrated in a particular industry, please provide disclosure relating to such industry.
Response: The Registrant added the requested disclosure.
4. Comment: Please confirm that there have been no material changes to the Fund’s operations not disclosed in this Registration Statement since the filling of the Fund’s last Registration Statement.
Response: The Registrant confirms that there have been no material changes to the Fund’s operations not disclosed in this Registration Statement since the filling of the last Registration Statement.
5. Comment: Please consider rewording the disclosure under the heading “Past Performance” which indicates “Past performance may not indicate future results.”
Response: The Registrant notes that the instructions to Form N-1A indicates that the Registrant provide a statement to the effect that the Fund’s past performance is not necessarily an indication of how the Fund will perform in the future. The Registrant believes that the Fund’s statement is sufficient and consistent with the Form N-1A instructions.
6. Comment: Please provide a general description, under the heading “Special Limitations on Redemptions,” of the process of the Fund’s liquidation in the event that the Fund’s Board of Directors determines that it is not in the Fund’s best interests to continue operating the Fund.
Response: The Registrant added the requested disclosure.
7. Comment: Please provide a general description, under the heading “Understanding Distributions and Taxes,” of special and complex federal tax provisions that may be applicable.
Response: The Registrant added the requested disclosure.
8. Comment: Please confirm that as of October 14, 2016, the Fund’s weekly liquid assets have not fallen below (i) 10% of the Fund’s total assets or (ii) 30% of the Funds total assets.
Response: The Registrant confirms that, as of October 14, 2016, the Fund’s weekly liquid assets have not fallen below (i) 10% of the Fund’s total assets or (ii) 30% of the Funds total assets.
9. Comment: Please confirm that, since April 14, 2016, there has not been any occasion in which an affiliated person, promoter or principal underwriter or an affiliated person of such person has provided any form of financial support to the Fund.
Response: The Registrant confirms that, since April 14, 2016, there has not been any occasion in which an affiliated person, promoter or principal underwriter or an affiliated person of such person has provided any form of financial support to the Fund.
If you have any questions regarding the foregoing or need more additional information, please do not hesitate to call me at (617) 295-1705.
Very truly yours,
/s/Anne Marie Duffy
Anne Marie Duffy
Senior Counsel
Deutsche Investment Management Americas Inc.
cc: John Marten, Esq., Vedder Price P.C.