Exhibit (a)(2)

                            KEMPER HIGH YIELD SERIES

                Certificate of Amendment of Declaration of Trust
                ------------------------------------------------

         The undersigned, being a majority of the duly elected and qualified
Trustees of Kemper High Yield Series, a Massachusetts business trust (the
"Trust"), acting pursuant to the authority granted to the Board of Trustees in
the Amended and Restated Agreement and Declaration of Trust dated May 27, 1994,
as amended (the "Declaration of Trust"), do hereby certify that the Board of
Trustees unanimously adopted the resolution set forth below at a meeting called,
convened and held on November 29, 2000:

         RESOLVED, that, pursuant to the authority granted to the Board of
         Trustees in the Declaration of Trust, the Declaration of Trust shall be
         amended to change the name of the Trust as set forth below, effective
         as of May 28, 2001, and, further, that the execution by a majority of
         the members of this Board of an appropriate instrument in writing
         reflecting the change of the name of the Trust, and the filing of such
         instrument with the office of the Secretary of State of The
         Commonwealth of Massachusetts be, and hereby is, approved:

         The name of the Trust shall be changed from "Kemper High Yield Series"
         to "Scudder High Yield Series."


         IN WITNESS WHEREOF, the undersigned have this day signed this
         Certificate.



/s/John W. Ballantine                       /s/Donald R. Jones
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John W. Ballantine, Trustee                 Donald R. Jones, Trustee


/s/Lewis A. Burnham                         /s/Thomas W. Littauer
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Lewis A. Burnham, Trustee                   Thomas W. Littauer, Trustee


/s/Linda C. Coughlin                        /s/Shirley D. Peterson
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Linda C. Coughlin, Trustee                  Shirley D. Peterson, Trustee


/s/Donald L. Dunaway                        /s/William P. Sommers
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Donald L. Dunaway, Trustee                  William P. Sommers, Trustee


/s/Robert B. Hoffman
---------------------------------------
Robert B. Hoffman, Trustee



Dated:  November 29, 2000