Exhibit (b)(2)

                            KEMPER FLOATING RATE FUND

         On November 29, 2000, the Board of Trustees of Kemper Floating Rate
Fund (the "Fund"), a Massachusetts business trust, adopted the following
resolutions amending the By-Laws of the Fund to read as follows:

                  RESOLVED, that, pursuant to Article XI of the By-Laws of the
                  Fund, the first sentence of Article III, Section 2 of the
                  Fund's By-Laws shall be amended to read as follows (additions
                  are underlined and deletions are struck out):

                  Section 2. Notice of Meetings. Notice of all meetings of the
                  Shareholders, stating the time, place and purpose of the
                  meeting, shall be given by the Trustees by postal mail, 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
                  sent or otherwise communicated mailed at least ten (10) days
                  and not more than ninety (90) days before the meeting. Only
                  the business stated in the notice of the meeting shall be
                  considered at such meeting. Any adjourned meeting may be held
                  as adjourned without further notice. No notice need be given
                  to any Shareholder who shall have failed to inform the Trust
                  of his of a current address or other destination to which such
                  notice should be sent or delivered, or if a written waiver of
                  notice, executed before or after the meeting by the
                  Shareholder or his/her attorney thereunto authorized, is filed
                  with the records of the meeting.

                  FURTHER RESOLVED, that, pursuant to Article XI of the By-Laws
                  of the Fund, Article III is hereby amended by adding the
                  following Section 6:

                  Section 6. Proxy Instructions Transmitted by Telephonic or
                  Electronic Means. The placing of a Shareholder's name on a
                  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
                                  --------------------------------------
                                  Maureen E. Kane, Assistant Secretary