-----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, NAUK5CL1zIaDbAbWWtj0GZAPjV0MCV3ZdS0cYzUO1SbviCXK690Biczt3Dstkt7t BBfqiPfWCjxbFD1OxKo2BA== 0000088053-98-000624.txt : 19980630 0000088053-98-000624.hdr.sgml : 19980630 ACCESSION NUMBER: 0000088053-98-000624 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19980430 FILED AS OF DATE: 19980629 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER INTERNATIONAL FUND CENTRAL INDEX KEY: 0000350562 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363124258 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: SEC FILE NUMBER: 811-03136 FILM NUMBER: 98656565 BUSINESS ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125371569 MAIL ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER INTERNATIONAL FUND INC DATE OF NAME CHANGE: 19870127 NSAR-A 1 N-SAR (3.0.A) PAGE 1 000 A000000 04/30/98 000 C000000 0000350562 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 3.0 000 J000000 A 001 A000000 KEMPER INTERNATIONAL FUND 001 B000000 811-3136 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 N 007 B000000 0 007 C010100 1 007 C010200 2 007 C010300 3 007 C010400 4 007 C010500 5 007 C010600 6 007 C010700 7 007 C010800 8 007 C010900 9 007 C011000 10 008 A000001 SCUDDER KEMPER INVESTMENTS, INC. 008 B000001 A 008 C000001 801-44899 008 D010001 NEW YORK 008 D020001 NY 008 D030001 10154 008 D040001 0100 010 A000001 KEMPER DISTRIBUTORS, INC. 010 B000001 8-47765 010 C010001 CHICAGO 010 C020001 IL 010 C030001 60606 010 C040001 5808 011 A000001 KEMPER DISTRIBUTORS, INC. 011 B000001 8-47765 011 C010001 CHICAGO 011 C020001 IL 011 C030001 60606 PAGE 2 011 C040001 5808 012 A000001 KEMPER SERVICE COMPANY 012 B000001 84-1713 012 C010001 KANSAS CITY 012 C020001 MO 012 C030001 64105 013 A000001 ERNST & YOUNG LLP 013 B010001 CHICAGO 013 B020001 IL 013 B030001 60606 014 A000001 SCUDDER INVESTOR SERVICES, INC. 014 B000001 8-298 014 A000002 KEMPER DISTRIBUTORS, INC. 014 B000002 8-47765 014 A000003 GRUNTAL & CO., INC. 014 B000003 8-31022 014 A000004 THE GMS GROUP, L.L.C. (A GRUNTAL AFFILIATE) 014 B000004 8-23936 014 A000005 ZURICH CAPITAL MARKETS 014 B000005 8-49827 014 A000006 BANK HANDLOWY 014 B000006 8-24613 015 A000001 INVESTORS FIDUCIARY TRUST COMPANY 015 B000001 C 015 C010001 KANSAS CITY 015 C020001 MO 015 C030001 64105 015 E010001 X 015 A000002 THE CHASE MANHATTAN BANK 015 B000002 C 015 C010002 BROOKLYN 015 C020002 NY 015 C030002 11245 015 E040002 X 015 A000003 STATE STREET BANK AND TRUST COMPANY 015 B000003 S 015 C010003 BOSTON 015 C020003 MA 015 C030003 02110 015 E010003 X 018 000000 Y 019 A000000 Y 019 B000000 70 019 C000000 KEMPERFNDS 020 A000001 KLEINWORT BENSON GRIEVESON 020 B000001 36-2880742 020 C000001 88 020 A000002 KEMPEN & CO. 020 B000002 UNKNOWN 020 C000002 80 020 A000003 J.P. MORGAN SECURITIES, INC. PAGE 3 020 B000003 13-3224016 020 C000003 78 020 A000004 BANK JULIUS BAER 020 B000004 UNKNOWN 020 C000004 78 020 A000005 LEHMAN BROTHERS INC. 020 B000005 13-2518466 020 C000005 77 020 A000006 COUNTY NATWEST SECURITIES USA 020 B000006 UNKNOWN 020 C000006 76 020 A000007 DEUTSCHE MORGAN GRENFELL/C.J. LAWRENCE INC. 020 B000007 13-2730828 020 C000007 67 020 A000008 INSTINET CORPORATION 020 B000008 13-3443395 020 C000008 64 020 A000009 MORGAN STANLEY DEAN WITTER DISCOVER 020 B000009 13-2655998 020 C000009 54 020 A000010 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 020 B000010 13-5674085 020 C000010 44 021 000000 1147 022 A000001 LEHMAN BROTHERS INC. 022 B000001 13-2518466 022 C000001 0 022 D000001 109975 022 A000002 GOLDMAN, SACHS & CO. 022 B000002 13-5108880 022 C000002 0 022 D000002 89715 022 A000003 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 022 B000003 13-5674085 022 C000003 6622 022 D000003 74407 022 A000004 DEUTSCHE MORGAN GRENFELL/C.J. LAWRENCE INC. 022 B000004 13-2730828 022 C000004 9812 022 D000004 0 022 A000005 CS FIRST BOSTON CORPORATION 022 B000005 13-5659485 022 C000005 0 022 D000005 7994 022 A000006 ALFRED BERG BORSMAEGLERSELSKAB A/S 022 B000006 UNKNOWN 022 C000006 0 022 D000006 7013 022 A000007 KLEINWORT BENSON GRIEVESON 022 B000007 36-2880742 022 C000007 0 PAGE 4 022 D000007 3664 022 A000008 BARING SECURITIES, INC. 022 B000008 04-2455153 022 C000008 3449 022 D000008 0 022 A000009 SANTANDER INVESTMENT SECURITIES INC. 022 B000009 13-3777308 022 C000009 3388 022 D000009 0 022 A000010 J.P. MORGAN SECURITIES, INC. 022 B000010 13-3224016 022 C000010 0 022 D000010 2568 023 C000000 25419 023 D000000 297823 024 000000 Y 025 A000001 GOLDMAN SACHS GROUP 025 B000001 13-5108880 025 C000001 D 025 D000001 4489 025 D000002 0 025 D000003 0 025 D000004 0 025 D000005 0 025 D000006 0 025 D000007 0 025 D000008 0 026 A000000 Y 026 B000000 Y 026 C000000 Y 026 D000000 Y 026 E000000 N 026 F000000 N 026 G010000 N 026 G020000 N 026 H000000 N 027 000000 Y 028 A010000 26895 028 A020000 0 028 A030000 0 028 A040000 30439 028 B010000 41552 028 B020000 25958 028 B030000 0 028 B040000 44024 028 C010000 46475 028 C020000 0 028 C030000 0 028 C040000 46003 028 D010000 65470 028 D020000 0 PAGE 5 028 D030000 0 028 D040000 57802 028 E010000 111749 028 E020000 0 028 E030000 0 028 E040000 124541 028 F010000 117329 028 F020000 0 028 F030000 0 028 F040000 102815 028 G010000 409470 028 G020000 25958 028 G030000 0 028 G040000 405624 028 H000000 51194 029 000000 Y 030 A000000 495 030 B000000 5.75 030 C000000 0.00 031 A000000 38 031 B000000 0 032 000000 457 033 000000 0 034 000000 Y 035 000000 146 036 A000000 N 036 B000000 0 037 000000 N 038 000000 0 039 000000 Y 040 000000 Y 041 000000 Y 042 A000000 0 042 B000000 0 042 C000000 0 042 D000000 0 042 E000000 0 042 F000000 0 042 G000000 0 042 H000000 100 043 000000 631 044 000000 1495 045 000000 Y 046 000000 N 047 000000 Y 048 000000 0.000 048 A010000 250000 048 A020000 0.750 048 B010000 750000 048 B020000 0.720 048 C010000 1500000 PAGE 6 048 C020000 0.700 048 D010000 2500000 048 D020000 0.680 048 E010000 2500000 048 E020000 0.650 048 F010000 2500000 048 F020000 0.640 048 G010000 2500000 048 G020000 0.630 048 H010000 0 048 H020000 0.000 048 I010000 0 048 I020000 0.000 048 J010000 0 048 J020000 0.000 048 K010000 12500000 048 K020000 0.620 049 000000 N 050 000000 N 051 000000 N 052 000000 N 053 A000000 N 054 A000000 Y 054 B000000 Y 054 C000000 N 054 D000000 N 054 E000000 N 054 F000000 N 054 G000000 N 054 H000000 Y 054 I000000 N 054 J000000 Y 054 K000000 N 054 L000000 N 054 M000000 Y 054 N000000 N 054 O000000 Y 055 A000000 N 055 B000000 N 056 000000 Y 057 000000 N 058 A000000 N 059 000000 Y 060 A000000 Y 060 B000000 Y 061 000000 1000 062 A000000 N 062 B000000 0.0 062 C000000 0.0 062 D000000 0.0 062 E000000 0.0 PAGE 7 062 F000000 0.0 062 G000000 0.0 062 H000000 0.0 062 I000000 0.0 062 J000000 0.0 062 K000000 0.0 062 L000000 0.0 062 M000000 0.0 062 N000000 0.0 062 O000000 0.0 062 P000000 0.0 062 Q000000 0.0 062 R000000 0.0 063 A000000 0 063 B000000 0.0 066 A000000 Y 066 B000000 N 066 C000000 N 066 D000000 N 066 E000000 N 066 F000000 N 066 G000000 Y 067 000000 N 068 A000000 N 068 B000000 Y 069 000000 N 070 A010000 Y 070 A020000 Y 070 B010000 Y 070 B020000 N 070 C010000 N 070 C020000 N 070 D010000 Y 070 D020000 N 070 E010000 N 070 E020000 N 070 F010000 Y 070 F020000 N 070 G010000 Y 070 G020000 N 070 H010000 Y 070 H020000 N 070 I010000 N 070 I020000 N 070 J010000 Y 070 J020000 N 070 K010000 Y 070 K020000 N 070 L010000 Y 070 L020000 Y 070 M010000 Y PAGE 8 070 M020000 Y 070 N010000 N 070 N020000 N 070 O010000 N 070 O020000 N 070 P010000 N 070 P020000 N 070 Q010000 N 070 Q020000 N 070 R010000 N 070 R020000 N 071 A000000 279398 071 B000000 260492 071 C000000 576537 071 D000000 90 072 A000000 6 072 B000000 1491 072 C000000 3552 072 D000000 0 072 E000000 0 072 F000000 2268 072 G000000 715 072 H000000 0 072 I000000 0 072 J000000 1993 072 K000000 0 072 L000000 166 072 M000000 13 072 N000000 0 072 O000000 0 072 P000000 0 072 Q000000 0 072 R000000 55 072 S000000 9 072 T000000 631 072 U000000 0 072 V000000 0 072 W000000 55 072 X000000 5905 072 Y000000 0 072 Z000000 -862 072AA000000 84027 072BB000000 12112 072CC010000 17759 072CC020000 0 072DD010000 2444 072DD020000 227 072EE000000 25096 073 A010000 0.0000 073 A020000 0.0000 073 B000000 0.5500 PAGE 9 073 C000000 0.0000 074 A000000 0 074 B000000 0 074 C000000 38612 074 D000000 0 074 E000000 0 074 F000000 624581 074 G000000 0 074 H000000 0 074 I000000 0 074 J000000 38550 074 K000000 0 074 L000000 3768 074 M000000 0 074 N000000 705511 074 O000000 18838 074 P000000 674 074 Q000000 0 074 R010000 0 074 R020000 0 074 R030000 0 074 R040000 7081 074 S000000 0 074 T000000 678918 074 U010000 34354 074 U020000 14773 074 V010000 0.00 074 V020000 0.00 074 W000000 0.0000 074 X000000 94268 074 Y000000 0 075 A000000 0 075 B000000 620362 076 000000 0.00 077 A000000 Y 077 B000000 N 077 C000000 Y 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 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 PAGE 10 077 Q030000 N 078 000000 N SIGNATURE PHILIP J. COLLORA TITLE SECRETARY EX-27.CLASSA 2
6 PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000350562 KEMPER INTERNATIONAL FUND 001 CLASS A 1,000 6-MOS OCT-31-1998 NOV-01-1997 APR-30-1998 540,818 663,193 42,318 0 0 705,511 18,838 0 7,755 26,593 0 485,997 34,354 32,299 (921) 0 71,520 0 122,322 678,918 3,552 1,491 0 (5,905) (862) 71,915 17,759 88,812 (113) (2,444) (17,433) 0 26,500 (25,983) 1,538 90,849 2,725 24,701 0 0 2,268 0 5,905 620,362 12.68 (.01) 1.83 (.08) (.55) 0 13.87 1.66 0 0
EX-27.CLASSB 3
6 PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000350562 KEMPER INTERNATIONAL FUND 002 CLASS B 1,000 6-MOS OCT-31-1998 NOV-01-1997 APR-30-1998 540,818 663,193 42,318 0 0 705,511 18,838 0 7,755 26,593 0 485,997 11,664 11,450 (921) 0 71,520 0 122,322 678,918 3,552 1,491 0 (5,905) (862) 71,915 17,759 88,812 (113) 0 (6,160) 0 2,962 (3,253) 505 90,849 2,725 24,701 0 0 2,268 0 5,905 620,362 12.50 (.05) 1.79 0 (.55) 0 13.69 2.61 0 0
EX-27.CLASSC 4
6 PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000350562 KEMPER INTERNATIONAL FUND 003 CLASS C 1,000 6-MOS OCT-31-1998 NOV-01-1997 APR-30-1998 540,818 663,193 42,318 0 0 705,511 18,838 0 7,755 26,593 0 485,997 1,673 1,332 (921) 0 71,520 0 122,322 678,918 3,552 1,491 0 (5,905) (862) 71,915 17,759 88,812 (113) 0 (735) 0 1,721 (1,437) 57 90,849 2,725 24,701 0 0 2,268 0 5,905 620,362 12.51 (.06) 1.80 0 (.55) 0 13.70 2.55 0 0
EX-27.CLASSI 5
6 PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 4 KEMPER INTERNATIONAL FUND 6-MOS OCT-31-1998 NOV-01-1997 APR-30-1998 540,818 663,193 42,318 0 0 705,511 18,838 0 7,755 26,593 0 485,997 1,436 1,478 (921) 0 71,520 0 122,322 678,918 3,552 1,491 0 (5,905) (862) 71,915 17,759 88,812 (113) (227) (768) 0 446 (569) 81 90,849 2,725 24,701 0 0 2,268 0 5,905 620,362 12.72 .03 1.82 (.15) (.55) 0 13.87 1.08 0 0
EX-99.77C 6 Exhibit 77C Kemper International Fund Form N-SAR for the period ended 04/30/98 File No. 811-3136 Page 1 A special meeting of Registrant's shareholders was held on December 3, 1997 and was adjourned as necessary. Votes regarding the items submitted to shareholder vote are set forth below. Item 1: Election of the Board of Trustees David W. Belin Vote Number ---- ----------- FOR 24,228,733 WITHHELD 456,654 Lewis A. Burnham Vote Number ---- ----------- FOR 24,253,457 WITHHELD 431,930 Donald L. Dunaway Vote Number ---- ----------- FOR 24,250,826 WITHHELD 434,560 Robert B. Hoffman Vote Number ---- ----------- FOR 24,253,118 WITHHELD 432,268 Exhibit 77C Kemper International Form N-SAR for the period ended 04/30/98 File No. 811-3136 Page 2 Donald R. Jones Vote Number ---- ----------- FOR 24,247,576 WITHHELD 437,810 Shirley D. Peterson Vote Number ---- ----------- FOR 24,226,040 WITHHELD 459,346 Daniel Pierce Vote Number ---- ----------- FOR 24,237,844 WITHHELD 447,542 William P. Sommers Vote Number ---- ----------- FOR 24,254,307 WITHHELD 431,079 Edmond D. Villani Vote Number ---- ----------- FOR 24,232,318 WITHHELD 453,068 Exhibit 77C Kemper International Form N-SAR for the period ended 04/30/98 File No. 811-3136 Page 3 Item 2: Selection of Independent Auditors Vote Number ---- ----------- FOR 24,027,025 AGAINST 188,028 ABSTAIN 470,333 Item 3: New Investment Management Agreement Vote Number ---- ----------- FOR 23,517,145 AGAINST 368,673 ABSTAIN 708,678 Item 4: New Sub-Advisory Agreement Vote Number ---- ----------- FOR 23,216,895 AGAINST 504,272 ABSTAIN 873,328 Item 6: New Rule 12b-1 Distribution Plan (for Class B shareholders) Vote Number ---- ----------- FOR 5,292,014 AGAINST 123,359 ABSTAIN 227,341 Exhibit 77C Kemper International Form N-SAR for the period ended 04/30/98 File No. 811-3136 Page 4 (for Class C shareholders) Vote Number ---- ----------- FOR 638,435 AGAINST 2,006 ABSTAIN 21,216 Item 7: To approve changes in investment policies Vote Number ---- ----------- FOR 21,822,495 AGAINST 927,713 ABSTAIN 1,439,588 LKW|W:\FUNDS\NSAR.EXH\KIF\77C.498|060498 EX-99.77Q1 7 Exhibit 77Q1(e)(1) Kemper International Fund Form N-SAR for the period ended 04/30/98 File No. 811-3136 INVESTMENT MANAGEMENT AGREEMENT Kemper International Fund 222 South Riverside Plaza Chicago, Illinois 60606 December 31, 1997 Scudder Kemper Investments, Inc. 345 Park Avenue New York, New York 10154 Investment Management Agreement Kemper International Fund Ladies and Gentlemen: KEMPER INTERNATIONAL 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 Kemper International Fund (the "Fund"). 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 Fund, has selected you to act as the investment manager of the Fund 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. Accordingly, the Trust on behalf of the Fund agrees with you as follows: 1. Delivery of Documents. The Trust engages in the business of investing and reinvesting the assets of the 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 the 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 Fund: (a) The Declaration, as amended to date. (b) By-Laws of the Trust as in effect on the date hereof (the "By-Laws"). (c) Resolutions of the Trustees of the Trust and the shareholders of the Fund selecting you as investment manager and approving the form of this Agreement. (d) Establishment and Designation of Series of Shares of Beneficial Interest relating to the Fund, 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 Fund, you shall provide continuing investment management of the assets of the Fund 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 the Fund so that it will qualify as a regulated investment company under Subchapter M of the Code and regulations issued thereunder. The Fund 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 Fund 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 Fund's 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. 2 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 the 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 the 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 the 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 Fund such office space and facilities in the United States as the Fund 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 Fund 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 Fund's transfer agent; assisting in the preparation and filing of the Fund's federal, state and local tax returns; preparing and filing the 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 the Fund under applicable federal and state securities laws; maintaining or causing to be maintained for the Fund 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 Fund's custodian or other 3 agents of the Fund; assisting in establishing the accounting policies of the Fund; assisting in the resolution of accounting issues that may arise with respect to the Fund's operations and consulting with the Fund's independent accountants, legal counsel and the Fund's other agents as necessary in connection therewith; establishing and monitoring the Fund's operating expense budgets; reviewing the Fund's bills; processing the payment of bills that have been approved by an authorized person; assisting the Fund in determining the amount of dividends and distributions available to be paid by the 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 Fund's 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 Fund or any other person not a party to this Agreement which is obligated to provide services to the Fund. 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 the Fund's share of payroll taxes) who are affiliated persons of you, and you shall make available, without expense to the Fund, 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 Fund 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 Fund's Trustees and officers as are directors, officers or employees of you whose services may be involved, for the following expenses of the Fund: organization expenses of the 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 Fund's 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 Fund in connection with membership in investment company trade organizations; fees and expenses of the Fund's 4 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 the Fund; expenses relating to investor and public relations; expenses and fees of registering or qualifying Shares of the Fund for sale; interest charges, bond premiums and other insurance expense; freight, insurance and other charges in connection with the shipment of the 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 Fund; expenses of printing and distributing reports, notices and dividends to shareholders; expenses of printing and mailing Prospectuses and SAIs of the 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 the 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 the 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 the Fund shall have adopted a plan in conformity with Rule 12b-1 under the 1940 Act providing that the 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 the 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 Fund 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 .75 of 1 percent of the average daily net assets as defined below of the Fund for such month; provided that, for any calendar month during which the average of such values exceeds $250,000,000, the fee payable for that month based on the portion of the average of such values in excess of $250,000,000 shall be 1/12 of .72 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $1,000,000,000, 5 the fee payable for that month based on the portion of the average of such values in excess of $1,000,000,000 shall be 1/12 of .70 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $2,500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $2,500,000,000 shall be 1/12 of .68 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $5,000,000,000, the fee payable for that month based on the portion of the average of such values in excess of $5,000,000,000 shall be 1/12 of .65 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $7,500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $7,500,000,000 shall be 1/12 of .64 of 1 percent of such portion; provided that, for any calendar month during which the average of such values exceeds $10,000,000,000, the fee payable for that month based on the portion of the average of such values in excess of $10,000,000,000 shall be 1/12 of .63 of 1 percent of such portion; and provided that, for any calendar month during which the average of such values exceeds $12,500,000,000, the fee payable for that month based on the portion of the average of such values in excess of $12,500,000,000 shall be 1/12 of .62 of 1 percent of such portion; over 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 Fund and unpaid. The "average daily net assets" of the Fund shall mean the average of the values placed on the 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 the 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 the 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 the 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. 6 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 Fund's 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 Fund, 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 the 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 the Fund, you shall act solely as investment counsel for such clients and not in any way on behalf of the Fund. Your services to the Fund 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 the 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 Fund recognizes that in some cases this procedure may adversely affect the size of the position that may be acquired or disposed of for the Fund. 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 the 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 Fund or its 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 March 1, 1998, and continue in force from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by the 7 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 the 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 the Fund at any time, without the payment of any penalty, by the vote of a majority of the outstanding voting securities of the 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 the 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 the 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 "KEMPER INTERNATIONAL FUND refers to the Trustees under the Declaration collectively as Trustees and not as individuals or personally, and that no shareholder of the Fund, or Trustee, officer, employee or agent of the Trust, shall be subject to claims against or obligations of the Trust or of the 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 the Fund pursuant to this Agreement shall be limited in all cases to the Fund and its assets, and you shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund 8 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 the 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 Fund. 9 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, KEMPER INTERNATIONAL FUND, on behalf of Kemper International Fund By: ------------------------------------ Vice President The foregoing Agreement is hereby accepted as of the date hereof. SCUDDER KEMPER INVESTMENTS, INC. By: ----------------------------------- President LKW|W:\FUNDS\NSAR.EXH\KIF\KIF-498.77Q|060398 10 EX-99.77Q2 8 Exhibit 77Q1(e)(2) Kemper International Fund Form N-SAR for the period ended 04/30/98 File No. 811-3136 SUB-ADVISORY AGREEMENT AGREEMENT made this 31st day of December, 1997, by and between SCUDDER KEMPER INVESTMENTS, INC., a Delaware corporation (the "Adviser") and ZURICH INVESTMENT MANAGEMENT LIMITED, an English corporation (the "Sub-Adviser"). WHEREAS, KEMPER INTERNATIONAL FUND, a Massachusetts business trust (the "Fund") is a management investment company registered under the Investment Company Act of 1940; WHEREAS, the Fund has retained the Adviser to render to it investment advisory and management services with regard to the Fund's sole series (the "initial series") pursuant to an Investment Management Agreement (the "Management Agreement"); and WHEREAS, the Adviser desires at this time to retain the Sub- Adviser to render investment advisory and management services with respect to that portion of the portfolio of the Fund's initial series allocated to the Sub-Adviser by the Adviser for management, including services related to foreign securities, foreign currency transactions and related investments, and the Sub-Adviser is willing to render such services; NOW THEREFORE, in consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows: 1. The Adviser hereby employs the Sub-Adviser to manage the investment and reinvestment of the assets of the initial series of the Fund allocated by the Adviser in its sole discretion to the Sub-Adviser for management, including services related to foreign securities, foreign currency transactions and related investments, in accordance with the applicable investment objectives, policies and limitations and subject to the supervision of the Adviser and the Board of Trustees of the Fund for the period and upon the terms herein set forth, and to place orders for the purchase or sale of portfolio securities for the Fund's account with brokers or dealers selected by the Sub- Adviser; and, in connection therewith, the Sub-Adviser is authorized as the agent of the Fund to give instructions to the Custodian of the Fund as to the deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser is directed to seek for the Fund best execution of orders. Subject to such policies as the Board of Trustees of the Fund determines and subject to satisfying the requirements of Section 28(e) of the Securities Exchange Act of 1934, the Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty, created by this Agreement or otherwise, solely by reason of its having caused the Fund to pay a broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms of either that particular transaction or the Sub-Adviser's overall responsibilities with respect to the clients of the Sub-Adviser as to which the Sub- Adviser exercises investment discretion. The Adviser recognizes that all research services and research that the Sub-Adviser receives are available for all clients of the Sub-Adviser, and that the Fund and other clients of the Sub-Adviser may benefit thereby. The investment of funds shall be subject to all applicable restrictions of the Agreement and Declaration of Trust and By-Laws of the Fund as may from time to time be in force. The Sub-Adviser accepts such employment and agrees during such period to render such investment management services, to furnish related office facilities and equipment and clerical, bookkeeping and administrative services for the Fund, to permit any of its officers or employees to serve without compensation as trustees or officers of the Fund if elected to such positions and to assume the obligations herein set forth for the compensation herein provided. The Sub-Adviser 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 or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser. It is understood and agreed that the Sub-Adviser, by separate agreements with the Fund, may also serve the Fund in other capacities. The Sub-Adviser will keep the Fund and the Adviser informed of developments materially affecting the Fund and shall, on the Sub- Adviser's own initiative and as reasonably requested by the Adviser or the Fund, furnish to the Fund and the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. The Sub-Adviser agrees that, in the performance of the duties required of it by this Agreement, it will comply with the Investment Advisers Act of 1940 and the Investment Company Act of 1940, and all rules and regulations thereunder, and all applicable laws and regulations and with any applicable procedures adopted by the Fund's Board of Trustees and identified in writing to the Sub-Adviser. The Sub-Adviser shall provide the Adviser with such investment portfolio accounting and shall maintain and provide such detailed records and reports as the Adviser may from time to time reasonably request, including without limitation, daily 2 processing of investment transactions and cash positions, periodic valuations of investment portfolio positions as required by the Adviser, monthly reports of the investment portfolio and all investment transactions and the preparation of such reports and compilation of such data as may be required by the Adviser to comply with the obligations imposed upon it under Management Agreement. The Sub-Adviser shall provide adequate security with respect to all materials, records, documents and data relating to any of its responsibilities pursuant to this Agreement including any means for the effecting of securities transactions. The Sub-Adviser agrees that it will make available to the Adviser and the Fund promptly upon their request copies of all of its investment records and ledgers with respect to the Fund to assist the Adviser and the Fund in monitoring compliance with the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as well as other applicable laws. The Sub-Adviser will furnish the Fund's Board of Trustees such periodic and special reports with respect to the Fund s portfolio as the Adviser or the Board of Trustees may reasonably request. In compliance with the requirements of Rule 31a-3 under the Investment Company Act of 1940, the Sub-Adviser hereby agrees that any records that it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Fund copies of any such records upon the Fund's request. The Sub- Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the Investment Company Act of 1940 any records with respect to the Sub-Adviser s duties hereunder required to be maintained by Rule 31a-1 under such Act to the extent that the Sub-Adviser prepares and maintains such records pursuant to this Agreement and to preserve the records required by Rule 204-2 under the Investment Advisers Act of 1940 for the period specified in that Rule. The Sub-Adviser agrees that it will immediately notify the Adviser and the Fund in the event that the Sub-Adviser: (i) becomes subject to a statutory disqualification that prevents the Sub-Adviser from serving as an investment adviser pursuant to this Agreement; or (ii) is or expects to become the subject of an administrative proceeding or enforcement action by the United States Securities and Exchange Commission, the Investment Management Regulatory Organization ("IMRO") or other regulatory authority. The Sub-Adviser represents that it is an investment adviser registered under the Investment Advisers Act of 1940 and other applicable laws and it is regulated by IMRO and will treat the Fund as a Non-Private Customer as defined by IMRO. The Sub- Adviser agrees to maintain the completeness and accuracy of its 3 registration on Form ADV in accordance with all legal requirements relating to that Form. The Sub-Adviser acknowledges that it is an "investment adviser" to the Fund within the meaning of the Investment Company Act of 1940 and the Investment Advisers Act of 1940. The Sub-Adviser shall be responsible for maintaining an appropriate compliance program to ensure that the services provided by it under this Agreement are performed in a manner consistent with applicable laws and the terms of this Agreement. Furthermore, the Sub-Adviser shall maintain and enforce a Code of Ethics that is in form and substance satisfactory to the Adviser. Sub-Adviser agrees to provide such reports and certifications regarding its compliance program as the Adviser or the Fund shall reasonably request from time to time. 2. In the event that there are, from time to time, one or more additional series of the Fund with respect to which the Adviser desires to retain the Sub-Adviser to render investment advisory and management services hereunder, the Adviser shall notify the Sub-Adviser in writing. If the Sub-Adviser is willing to render such services, it shall notify the Adviser in writing whereupon such additional series shall become subject to this Agreement. 3. For the services and facilities described in Section 1, the Adviser will pay to the Sub-Adviser, at the end of each calendar month, a sub-advisory fee computed at an annual rate of .35% of that portion of the average daily net assets of the initial series of the Fund that is allocated by the Adviser to the Sub- Adviser for management. For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively. 4. The services of the Sub-Adviser under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby. 5. The Sub-Adviser shall arrange, if desired by the Fund, for officers or employees of the Sub-Adviser to serve, without compensation from the Fund, as trustees, officers or agents of the Fund if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. 6. The net asset value for each series of the Fund subject to this Agreement shall be calculated as the Board of Trustees of the Fund may determine from time to time in accordance with the provisions of the Investment Company Act of 1940. On each day 4 when net asset value is not calculated, the net asset value of a series shall be deemed to be the net asset value of such series as of the close of business on the last day on which such calculation was made for the purpose of the foregoing computations. 7. Subject to applicable statutes and regulations, it is understood that certain trustees, officers or agents of the Fund are or may be interested in the Sub-Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Sub-Adviser may be interested in the Fund otherwise than as a trustee, officer or agent. 8. The Sub-Adviser shall not be liable for any error of judgment or of law or for any loss suffered by the Fund or the Adviser in connection with the matters to which this Agreement relates, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its obligations and duties or by reason of its reckless disregard of its obligations and duties under this Agreement. 9. This Agreement shall become effective with respect to the initial series of the Fund on the date hereof and shall remain in full force until March 1, 1998, unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter with respect to each such series, but only as long as such continuance is specifically approved for each series at least annually in the manner required by the Investment Company Act of 1940 and the rules and regulations thereunder; provided, however, that if the continuation of this Agreement is not approved for a series, the Sub-Adviser may continue to serve in such capacity for such series in the manner and to the extent permitted by the Investment Company Act of 1940 and the rules and regulations thereunder. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Management Agreement and may be terminated at any time with respect to any series subject to this Agreement without the payment of any penalty by the Adviser or by the Sub-Adviser on sixty (60) days written notice to the other party. The Fund may effect termination with respect to any such series without payment of any penalty by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of such series on sixty (60) days' written notice to the Adviser and the Sub- Adviser. This Agreement may be terminated with respect to any series at any time without the payment of any penalty by the Board of Trustees of the Fund, by vote of a majority of the outstanding 5 voting securities of such series or by the Adviser in the event that it shall have been established by a court of competent jurisdiction that the Sub-Adviser or any officer or director of the Sub-Adviser has taken any action which results in a breach of the covenants of the Sub-Adviser set forth herein. The terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the Investment Company Act of 1940 and the rules and regulations thereunder. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 3 earned prior to such termination. 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. This Agreement shall be construed in accordance with applicable federal law and the laws of the Commonwealth of Massachusetts. 13. 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. IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused this Agreement to be executed as of the day and year first above written. SCUDDER KEMPER INVESTMENTS, INC. By:_____________________________ Title:__________________________ ZURICH INVESTMENT MANAGEMENT LIMITED By:_____________________________ Title:__________________________ LKW|W:\FUNDS\NSAR.EXH\KIF\KIF-4982.77Q|060398 6 -----END PRIVACY-ENHANCED MESSAGE-----