-----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, GINEpD1bafaGbih3BN8GWqgYXOmNRSRUt1uISSioyBXQgrLMF5k3ftgRJq+XoH8Y fU2/LfuRiL2Bf65K+2TnJQ== 0000055185-97-000002.txt : 19970630 0000055185-97-000002.hdr.sgml : 19970630 ACCESSION NUMBER: 0000055185-97-000002 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19970430 FILED AS OF DATE: 19970627 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER INCOME & CAPITAL PRESERVATION FUND INC CENTRAL INDEX KEY: 0000055185 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 362797860 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: 1940 Act SEC FILE NUMBER: 811-02305 FILM NUMBER: 97631473 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 INCOME SECURITIES INC DATE OF NAME CHANGE: 19740214 FORMER COMPANY: FORMER CONFORMED NAME: SUPERVISED INVESTORS CONVERTIBLE FUND IN DATE OF NAME CHANGE: 19721106 NSAR-A 1 N-SAR (3.0) PAGE 1 000 A000000 04/30/97 000 C000000 0000055185 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 INCOME AND CAPITAL PRESERVATION FUND 001 B000000 811-2305 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 ZURICH KEMPER INVESTMENTS, INC. 008 B000001 A 008 C000001 801-6634 008 D010001 CHICAGO 008 D020001 IL 008 D030001 60606 008 D040001 5808 008 A000002 ZURICH INVESTMENT MANAGEMENT LIMITED 008 B000002 S 008 C000002 801-45306 008 D010002 LONDON 008 D050002 UK 008 D060002 EC4M 7RQ 010 A000001 ZURICH KEMPER DISTRIBUTORS, INC. 010 B000001 8-47765 010 C010001 CHICAGO 010 C020001 IL 010 C030001 60606 PAGE 2 010 C040001 5808 011 A000001 ZURICH KEMPER DISTRIBUTORS, INC. 011 B000001 8-47765 011 C010001 CHICAGO 011 C020001 IL 011 C030001 60606 011 C040001 5808 012 A000001 ZURICH 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 ZURICH KEMPER DISTRIBUTORS, INC. 014 B000001 8-47765 014 A000002 GRUNTAL SECURITIES, INC. 014 B000002 8-31022 014 A000003 THE GMS GROUP, INC. 014 B000003 8-23936 015 A000001 INVESTORS FIDUCIARY TRUST COMPANY 015 B000001 C 015 C010001 KANSAS CITY 015 C020001 MO 015 C030001 64105 015 E010001 X 015 A000002 STATE STREET BANK AND TRUST COMPANY 015 B000002 S 015 C010002 BOSTON 015 C020002 MA 015 C030002 02110 015 E010002 X 015 A000003 THE CHASE MANHATTAN BANK 015 B000003 C 015 C010003 BROOKLYN 015 C020003 NY 015 C030003 11245 015 E040003 X 018 000000 Y 019 A000000 Y 019 B000000 58 019 C000000 KEMPERFNDS 020 A000001 SALOMON BROTHERS INC. 020 B000001 13-3082694 020 C000001 22 020 C000002 0 020 C000003 0 020 C000004 0 020 C000005 0 PAGE 3 020 C000006 0 020 C000007 0 020 C000008 0 020 C000009 0 020 C000010 0 021 000000 22 022 A000001 GOLDMAN, SACHS & CO. 022 B000001 13-5108880 022 C000001 240652 022 D000001 32949 022 A000002 LEHMAN BROTHERS INC. 022 B000002 13-2518466 022 C000002 133451 022 D000002 20181 022 A000003 MERRILL LYNCH, PIERCE, FENNER & SMITH INC. 022 B000003 13-5674085 022 C000003 94291 022 D000003 22564 022 A000004 SALOMON BROTHERS INC. 022 B000004 13-3082694 022 C000004 72732 022 D000004 37112 022 A000005 UBS SECURITIES INC. 022 B000005 13-2932996 022 C000005 49581 022 D000005 33600 022 A000006 MORGAN STANLEY & CO. INCORPORATED 022 B000006 13-2655998 022 C000006 37063 022 D000006 41695 022 A000007 CS FIRST BOSTON CORPORATION 022 B000007 13-5659485 022 C000007 50766 022 D000007 19820 022 A000008 J.P. MORGAN SECURITIES INC 022 B000008 13-3224016 022 C000008 20068 022 D000008 3116 022 A000009 BEAR, STEARNS & CO. 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DUFFY TITLE TREASURER EX-27.A 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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 1997 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000055185 KEMPER INCOME AND CAPITAL PRESERVATION FUND 001 CLASS A 1000 6-MOS OCT-31-1997 NOV-01-1996 APR-30-1997 620,879 614,912 49,599 0 0 664,511 48,379 0 3,823 52,202 0 625,189 63,074 57,196 11,714 0 (18,627) 0 (5,967) 612,309 0 22,865 0 (3,266) 19,599 (539) (12,725) 6,335 1,095 (16,850) 0 0 13,800 (9,276) 1,354 39,311 10,556 (18,088) 0 0 1,566 0 3,266 589,105 8.46 .29 (.18) (.29) 0 0 8.28 .98 0 0

EX-27.B 3 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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 1997 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000055185 KEMPER INCOME AND CAPITAL PRESERVATION FUND 001 CLASS B 1000 6-MOS OCT-31-1997 NOV-01-1996 APR-30-1997 620,879 614,912 49,599 0 0 664,511 48,379 0 3,823 52,202 0 625,189 9,427 9,064 11,714 0 (18,627) 0 (5,967) 612,309 0 22,865 0 (3,266) 19,599 (539) (12,725) 6,335 1,095 (2,273) 0 0 1,627 (1,469) 205 39,311 10,556 (18,088) 0 0 1,566 0 3,266 589,105 8.43 .24 (.18) (.24) 0 0 8.25 1.94 0 0

EX-27.C 4 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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 1997 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000055185 KEMPER INCOME AND CAPITAL PRESERVATION FUND 001 CLASS C 1000 6-MOS OCT-31-1997 NOV-01-1996 APR-30-1997 620,879 614,912 49,599 0 0 664,511 48,379 0 3,823 52,202 0 625,189 731 664 11,714 0 (18,627) 0 (5,967) 612,309 0 22,865 0 (3,266) 19,599 (539) (12,725) 6,335 1,085 (180) 0 0 240 (191) 18 39,311 10,556 (18,088) 0 0 1,566 0 3,266 589,105 8.45 .25 (.18) (.25) 0 0 8.27 1.89 0 0

EX-27.I 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 1997 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000055185 KEMPER INCOME AND CAPITAL PRESERVATION FUND 001 CLASS D 1000 6-MOS OCT-31-1997 NOV-01-1996 APR-30-1997 620,879 614,912 49,599 0 0 664,511 48,379 0 3,823 52,202 0 625,189 794 821 11,714 0 (18,627) 0 (5,967) 612,309 0 22,865 0 (3,266) 19,599 (539) (12,725) 6,335 1,095 (233) 0 0 89 (144) 28 39,311 10,556 (18,088) 0 0 1,566 0 3,266 589,105 8.45 .28 (.18) (.29) 0 0 8.26 .82 0 0

EX-99.77Q 6 Exhibit 77Q1(e) Kemper Income and Capital Preservation Fund Form N-SAR for the period ended 04/30/97 File No. 811-2305 SUB-ADVISORY AGREEMENT (Form 2) AGREEMENT made this 1st day of December, 1996, by and between ZURICH KEMPER INVESTMENTS, INC., a Delaware corporation (the "Adviser") and ZURICH INVESTMENT MANAGEMENT LIMITED, an English corporation (the "Sub-Adviser"). WHEREAS, KEMPER INCOME AND CAPITAL PRESERVATION 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 of foreign securities, including 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 of foreign securities, including 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 -2- 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 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 the 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 -3- 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 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 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 .30% 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 -4- 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 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 -5- 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 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 State of Illinois. -6- 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. ZURICH KEMPER INVESTMENTS, INC. By: /s/ Patrick H. Dudasik -------------------------------- Title: Senior Vice President ----------------------------- ZURICH INVESTMENT MANAGEMENT LIMITED By: /s/ Dennis H. Ferro -------------------------------- Title: Managing Director ----------------------------- LKW|W:\FUNDS\NSAR.EXH\KICPF\KICPF497.77Q|040797 -7- ~~-----END PRIVACY-ENHANCED MESSAGE-----~~