-----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, WRIwKNjHoALzJu+zse2YBywmLCg1XpcTKqmK88tyRCIl2zA1mCcWSAyBqQbiIV2c z1u6NqVKlfdeUcn9sNIPwA== 0000927016-01-001402.txt : 20010320 0000927016-01-001402.hdr.sgml : 20010320 ACCESSION NUMBER: 0000927016-01-001402 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010524 FILED AS OF DATE: 20010319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER AGGRESSIVE GROWTH FUND CENTRAL INDEX KEY: 0001024112 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-07855 FILM NUMBER: 1571977 BUSINESS ADDRESS: STREET 1: 120 SOUTH LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3124991569 MAIL ADDRESS: STREET 1: 120 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER FLEXIBLE GROWTH FUND DATE OF NAME CHANGE: 19961002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER GROWTH FUND CENTRAL INDEX KEY: 0000095601 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 366139662 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-01365 FILM NUMBER: 1571978 BUSINESS ADDRESS: STREET 1: 222 S RIVERSIDE PLZ 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 GROWTH FUND INC DATE OF NAME CHANGE: 19870120 FORMER COMPANY: FORMER CONFORMED NAME: SUPERVSED INVESTORS GROWTH FUND INC DATE OF NAME CHANGE: 19780831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER TOTAL RETURN FUND CENTRAL INDEX KEY: 0000095603 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 366103490 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-01236 FILM NUMBER: 1571979 BUSINESS ADDRESS: STREET 1: 120 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3127811121 MAIL ADDRESS: STREET 1: 120 S. LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER TOTAL RETURN FUND INC DATE OF NAME CHANGE: 19871206 FORMER COMPANY: FORMER CONFORMED NAME: SUPERVISED INVESTORS INCOME FUND INC DATE OF NAME CHANGE: 19780817 FORMER COMPANY: FORMER CONFORMED NAME: BALANCED INCOME FUND INC DATE OF NAME CHANGE: 19600201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER SMALL CAPITALIZATION EQUITY FUND CENTRAL INDEX KEY: 0000095605 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 362668415 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-01702 FILM NUMBER: 1571980 BUSINESS ADDRESS: STREET 1: 120 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3127811121 MAIL ADDRESS: STREET 1: 120 S. LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER SUMMIT FUND DATE OF NAME CHANGE: 19920205 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER SUMMIT FUND INC DATE OF NAME CHANGE: 19851203 FORMER COMPANY: FORMER CONFORMED NAME: SUPERVISED INVESTORS SUMMIT FUND INC DATE OF NAME CHANGE: 19770604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER TECHNOLOGY FUND CENTRAL INDEX KEY: 0000096790 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 366051878 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-00547 FILM NUMBER: 1571981 BUSINESS ADDRESS: STREET 1: 120 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3127811121 MAIL ADDRESS: STREET 1: 120 S. LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY FUND INC DATE OF NAME CHANGE: 19870120 FORMER COMPANY: FORMER CONFORMED NAME: TELEVISION ELECTRONICS FUND INC DATE OF NAME CHANGE: 19680207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER U S GOVERNMENT SECURITIES FUND CENTRAL INDEX KEY: 0000202163 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 163060398 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-02719 FILM NUMBER: 1571982 BUSINESS ADDRESS: STREET 1: 120 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3127811121 MAIL ADDRESS: STREET 1: 120 S. LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER FUND FOR GOVERNMENT GUARANTEED SECURITIES INC DATE OF NAME CHANGE: 19820421 FORMER COMPANY: FORMER CONFORMED NAME: INCOME TRUST FOR U S GOVERNMENT GUARANTEED SECURITIES DATE OF NAME CHANGE: 19791010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER DIVERSIFIED INCOME FUND CENTRAL INDEX KEY: 0000216314 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 362921989 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-02743 FILM NUMBER: 1571983 BUSINESS ADDRESS: STREET 1: 222 RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125371569 MAIL ADDRESS: STREET 1: 222 RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER OPTION INCOME FUND DATE OF NAME CHANGE: 19890622 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER OPTION INCOME FUND INC DATE OF NAME CHANGE: 19870120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER HIGH YIELD SERIES CENTRAL INDEX KEY: 0000225528 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 362955386 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-02786 FILM NUMBER: 1571984 BUSINESS ADDRESS: STREET 1: 222 S 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 HIGH YIELD FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER HIGH YIELD FUND INC DATE OF NAME CHANGE: 19871117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER STATE TAX FREE INCOME SERIES CENTRAL INDEX KEY: 0000714287 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363221104 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-03657 FILM NUMBER: 1571985 BUSINESS ADDRESS: STREET 1: 222 S RIVERSIDE PLZ CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3127811121 MAIL ADDRESS: STREET 1: 120 S. LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER CALIFORNIA TAX FREE INCOME FUND INC DATE OF NAME CHANGE: 19900815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER BLUE CHIP FUND CENTRAL INDEX KEY: 0000823342 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363542349 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-05357 FILM NUMBER: 1571986 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER VALUE SERIES INC CENTRAL INDEX KEY: 0000825062 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-05385 FILM NUMBER: 1571987 BUSINESS ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3125371569 MAIL ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER VALUE FUND INC DATE OF NAME CHANGE: 19970722 FORMER COMPANY: FORMER CONFORMED NAME: DREMAN MUTUAL GROUP INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER TARGET EQUITY FUND CENTRAL INDEX KEY: 0000854905 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-05896 FILM NUMBER: 1571988 BUSINESS ADDRESS: STREET 1: 222 SOUTH LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3127811121 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER RETIREMENT FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER GUARANTEED RETIREMENT FUND DATE OF NAME CHANGE: 19891227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER GLOBAL INTERNATIONAL SERIES CENTRAL INDEX KEY: 0001046598 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363657086 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-08395 FILM NUMBER: 1571989 BUSINESS ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3128612700 MAIL ADDRESS: STREET 1: SCUDDER KEMPER INV STREET 2: 2 INTERNATIONAL PLACE 10TH FL CITY: BOSTON STATE: MA ZIP: 02110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER EQUITY TRUST CENTRAL INDEX KEY: 0001052427 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-08599 FILM NUMBER: 1571990 BUSINESS ADDRESS: STREET 1: 222 S RIVERSIDE PLAZA STREET 2: 2 INTERNATIONAL PLACE CITY: CHICAGO STATE: IL ZIP: 60603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCUDDER INVESTORS TRUST CENTRAL INDEX KEY: 0001072010 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-09057 FILM NUMBER: 1571991 BUSINESS ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 2123266200 MAIL ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER FUNDS TRUST DATE OF NAME CHANGE: 19981013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER FLOATING RATE FUND CENTRAL INDEX KEY: 0001082300 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 811-09269 FILM NUMBER: 1571992 BUSINESS ADDRESS: STREET 1: 222 S RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3135377000 MAIL ADDRESS: STREET 1: 222 S RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: SCUDDER FLOATING RATE FUND DATE OF NAME CHANGE: 19990322 DEFS14A 1 0001.txt NOTICE OF SPECIAL MEETING SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 (Amendment No.__ ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 KEMPER AGGRESSIVE GROWTH FUND KEMPER BLUE CHIP FUND KEMPER EQUITY TRUST KEMPER FLOATING RATE FUND KEMPER GLOBAL/INTERNATIONAL SERIES, INC. KEMPER GROWTH FUND KEMPER HIGH YIELD SERIES KEMPER SMALL CAPITALIZATION EQUITY FUND KEMPER STATE TAX-FREE INCOME SERIES KEMPER STRATEGIC INCOME FUND KEMPER TARGET EQUITY FUND KEMPER TECHNOLOGY FUND KEMPER TOTAL RETURN FUND KEMPER U.S. GOVERNMENT SECURITIES FUND KEMPER VALUE SERIES, INC. SCUDDER INVESTORS TRUST (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identity the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement no.: (3) Filing Party: (4) Date Filed: March 6, 2001 Kemper Important News for Kemper Fund Shareholders While we encourage you to read the full text of the enclosed Proxy Statement, here's a brief overview of some matters affecting your fund that will be the subject of a shareholder vote. Q&A QUESTIONS AND ANSWERS Q What is happening? A Zurich Scudder Investments, Inc. ("ZSI"), your fund's investment manager, has initiated a program to reorganize the funds for which it serves as investment manager. Our goal is to create one streamlined, multi-class family of funds. Certain proposals that relate to your fund's day-to-day operations require the approval of the fund's shareholders. Q What issues am I being asked to vote on? A As described in the enclosed Proxy Statement, you are asked to approve: . the election of your fund's Board of Trustees/Directors; . the ratification of Ernst & Young LLP as your fund's independent auditors; . a plan pursuant to Rule 12b-1 of the Investment Company Act of 1940; as described in the accompanying Proxy Statement, shareholder approval of the 12b-1 Plan will not result in any increase in fees or expenses; and . if you are a shareholder of Kemper Contrarian Fund, Kemper-Dreman High Return Equity Fund or Kemper Small Cap Value Fund, certain amendments to your fund's Articles of Incorporation. After reviewing the proposals, your fund's Board has determined that these actions are in the best interest of the fund's shareholders. The Board recommends that you vote FOR each proposal. Q Why am I voting on my fund's Board of Trustees/Directors? A The Trustees/Directors are your representatives who oversee the management and operations of your fund. The enclosed Proxy Statement outlines the prospective members' qualifications and their current roles in overseeing the Kemper Funds. Q What does the Board do for my fund? A The Board hires the investment manager to manage and provide shareholder services for the fund. Among other responsibilities, the Board reviews fund performance, the quality of services provided to shareholders and the competitiveness of fund expenses. The Board also evaluates the benefits to shareholders of any proposals made by ZSI concerning the fund. [Kemper Funds Logo Appears Here] Q What effect will the proposed Rule 12b-1 Plan have on my fund? A Currently, your fund pays to Kemper Distributors, Inc. ("KDI") an administrative services fee as compensation for providing information and administrative services to the shareholders of the fund. The proposal, if adopted, will only change the legal structure under which the administrative services fee is paid. The reasons for the change, as well as the considerations of your fund's Board in making the proposal, are detailed within the enclosed Proxy Statement (see page 18). Q Will the new Rule 12b-1 Plan increase my fund's management fee or expenses? A No. The administrative services fee rate that your fund currently pays will remain the same. In addition, KDI has agreed to maintain at least the same level and quality of services as it currently provides to each class. The only effect on your fund will be the adoption of a new agreement that will authorize the structure under which such services are provided and paid for. As discussed in the Proxy Statement, any material increase in your fund's expenses under the plan would have to be approved by the Board as well as by shareholders. Q For shareholders of Kemper Value Series, Inc., why has the Board recommended that I vote in favor of the amendments to my fund's Articles of Incorporation? A The proposed amendments to your fund's Articles of Incorporation are designed to provide your fund with additional flexibility under Maryland law and conform the Articles of Incorporation more consistently with industry practice. As discussed in the Proxy Statement, your fund's Board believes that the proposed amendments are in the best interest of your fund and its shareholders. Q What other issues am I asked to vote on? A You are asked to ratify the selection of Ernst & Young LLP as your fund's independent auditors. Q Whom should I call for additional information about this Proxy Statement? A Please call Shareholder Communications Corporation, your fund's information agent, at (800) 605-1203. March 6, 2001 Dear Shareholder: Zurich Scudder Investments, Inc. ("ZSI"), your Fund's investment manager, is proposing a series of changes to offer you a broader selection of invest- ment products and greater efficiency of operations. Some changes that relate specifically to your Fund's day-to-day operations require the approval of the Fund's shareholders. Please take the time to read the enclosed materials. The question and answer section that begins on the front cover of the Proxy Statement summarizes the proposals that require shareholder approval. The Proxy Statement itself provides greater detail about the proposals, why they are being made and how they apply to your Fund. After careful review, your Fund's Board has approved each of these proposals. The Board recommends that you read the enclosed materials carefully and vote in favor of each proposal. To vote, simply fill out the enclosed proxy card(s)--be sure to sign and date it--and return it to us in the enclosed postage-paid envelope. If you prefer, you can save time and postage cost by voting on the Internet or by telephone. The enclosed flyer describes how. Because many of the funds for which ZSI acts as investment manager are holding shareholder meetings regard- ing these and other issues, you may receive more than one proxy card. If so, please vote each one. Your vote is very important to us. If we do not hear from you by April 6, 2001 our proxy solicitor may contact you. Thank you for your response and for your continued investment with ZSI. Sincerely, /s/ Edmond D. Villani /s/ Mark S. Casady Edmond D. Villani Mark S. Casady Chief Executive Officer President Zurich Scudder Investments, Inc. Kemper Aggressive Growth Fund Kemper Blue Chip Fund Kemper Equity Trust Kemper Floating Rate Fund Kemper Global/International Series, Inc. Kemper Growth Fund Kemper High Yield Series Kemper Small Capitalization Equity Fund Kemper State Tax-Free Income Series Kemper Strategic Income Fund Kemper Target Equity Fund Kemper Technology Fund Kemper Total Return Fund Kemper U.S. Government Securities Fund Kemper Value Series, Inc. Scudder Investors Trust KEMPER AGGRESSIVE GROWTH FUND KEMPER BLUE CHIP FUND KEMPER EQUITY TRUST KEMPER FLOATING RATE FUND KEMPER GLOBAL/INTERNATIONAL SERIES, INC. KEMPER GROWTH FUND KEMPER HIGH YIELD SERIES KEMPER SMALL CAPITALIZATION EQUITY FUND KEMPER STATE TAX-FREE INCOME SERIES KEMPER STRATEGIC INCOME FUND KEMPER TARGET EQUITY FUND KEMPER TECHNOLOGY FUND KEMPER TOTAL RETURN FUND KEMPER U.S. GOVERNMENT SECURITIES FUND KEMPER VALUE SERIES, INC. SCUDDER INVESTORS TRUST NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS Please take notice that Special Meetings of Shareholders (each a "Meet- ing") of each Trust/Corporation listed above (each Trust is a "Trust" and each Corporation is a "Corporation"), or, if applicable, each of its series that is listed on Appendix 1 to the Proxy Statement (each such series is referred to herein as a "Fund" and, collectively, where applicable, with those Trusts/Corporations that do not have any series, the "Funds"), will be held at the offices of Zurich Scudder Investments, Inc., 13th Floor, Two International Place, Boston, Massachusetts 02110-4103, on May 24, 2001, at 4:00 p.m., East- ern time, for the following purposes: Proposal 1: For each Trust/Corporation, to elect Trustees/Directors; Proposal 2: For each Fund, to approve a Rule 12b-1 Plan (for Class A) and an Amended and Restated Rule 12b-1 Plan (for each of Class B and Class C). As described in the accompanying Proxy Statement, shareholder approval of Proposal 2 by a Class will not result in any increase in fees or expenses for that Class; Proposal 3: To ratify the selection of Ernst & Young LLP as the indepen- dent auditors for each Fund for the Fund's current fiscal year; and Proposal 4: For Kemper Value Series, Inc., to approve Articles of Amend- ment and Restatement of the Corporation's Articles of Incorporation. The persons named as proxies will vote in their discretion on any other business that may properly come before a Meeting or any adjournments or post- ponements thereof. Holders of record of shares of each Fund at the close of business on March 5, 2001 are entitled to vote at a Meeting and at any adjournments or postpone- ments thereof. In the event that the necessary quorum to transact business or the vote required to approve any Proposal is not obtained at a Meeting with respect to one or more Trusts/Corporations, Funds or Classes, the persons named as prox- ies may propose one or more adjournments of the Meeting in accordance with ap- plicable law to permit further solicitation of proxies with respect to that Proposal. Any such adjournment as to a matter will require the affirmative vote of the holders of a majority of the shares of the concerned Trust or Cor- poration (for a Trust- or Corporation-wide vote), Fund (for a Fund-wide vote) or Class (for a Class-wide vote) present in person or by proxy at a Meeting. The persons named as proxies will vote FOR any such adjournment those proxies which they are entitled to vote in favor of that Proposal and will vote AGAINST any such adjournment those proxies to be voted against that Proposal. By Order of the Boards, /s/ Maureen E. Kane Maureen E. Kane Secretary March 6, 2001 IMPORTANT--We urge you to sign and date the enclosed proxy card(s) and re- turn it in the enclosed envelope which requires no postage (or to take ad- vantage of the electronic or telephonic voting procedures described on the proxy card(s)). Your prompt return of the enclosed proxy card(s) (or your voting by other available means) may save the necessity and expense of further solicitations. If you wish to attend the Meetings and vote your shares in person at that time, you will still be able to do so. KEMPER AGGRESSIVE GROWTH FUND KEMPER BLUE CHIP FUND KEMPER EQUITY TRUST KEMPER FLOATING RATE FUND KEMPER GLOBAL/INTERNATIONAL SERIES, INC. KEMPER GROWTH FUND KEMPER HIGH YIELD SERIES KEMPER SMALL CAPITALIZATION EQUITY FUND KEMPER STATE TAX-FREE INCOME SERIES KEMPER STRATEGIC INCOME FUND KEMPER TARGET EQUITY FUND KEMPER TECHNOLOGY FUND KEMPER TOTAL RETURN FUND KEMPER U.S. GOVERNMENT SECURITIES FUND KEMPER VALUE SERIES, INC. SCUDDER INVESTORS TRUST 222 South Riverside Plaza Chicago, Illinois 60606 JOINT PROXY STATEMENT General This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees/Directors (the "Board," the Trustees/Directors of each of which are referred to as the "Trustees/Directors" of the relevant Board) of each of the Trusts/Corporations listed above (each Trust is a "Trust," and collectively, the "Trusts" and each Corporation is a "Corporation," and collectively, the "Corporations") for use at the Special Meeting of Shareholders of each Trust/Corporation, or, if ap- plicable, each of its series that are listed on Appendix 1 hereto (each such series is referred to herein as a "Fund" and, collectively, where applicable, with those Trusts/Corporations that do not have any series, the "Funds"), to be held jointly at the offices of Zurich Scudder Investments, Inc., investment manager of each Fund ("ZSI"), 13th Floor, Two International Place, Boston, Massachusetts 02110-4103, on May 24, 2001, at 4:00 p.m., Eastern time, and at any and all adjournments or postponements thereof (each a "Meeting"). This Proxy Statement, the Notice of Special Meetings and the proxy card(s) are first being mailed to shareholders on or about March 6, 2001 or as soon as practicable thereafter. 1 Proposal 1 describes the election of Trustees/Directors, Proposal 2 pro- poses the adoption of Rule 12b-1 Plans and Proposal 3 proposes the ratifica- tion of the selection of each Fund's independent auditors. As discussed below, shareholder approval of Proposal 2 by a Class will not result in any increase in fees or expenses for that Class. For shareholders of Kemper Contrarian Fund, Kemper-Dreman High Return Equity Fund and Kemper Small Cap Value Fund only, Proposal 4 proposes the adoption of Articles of Amendment and Restate- ment to the Articles of Incorporation that govern each such Fund. In the descriptions of the Proposals below, the word "fund" is sometimes used to mean an investment company or series thereof in general, and not the Funds whose Proxy Statement this is. In addition, for simplicity, actions are described in this Proxy Statement as being taken by a Fund that is a series of a Trust or Corporation, although all actions are actually taken by the respec- tive Trust or Corporation, on behalf of the applicable Fund. EACH FUND PROVIDES PERIODIC REPORTS TO ITS SHAREHOLDERS WHICH HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF PORTFOLIO CHANGES. YOU MAY RECEIVE AN ADDITIONAL COPY OF THE MOST RECENT ANNUAL REPORT FOR A FUND AND A COPY OF ANY MORE RECENT SEMI-ANNUAL REPORT, WITHOUT CHARGE, BY CALLING 1-800-621-1048 OR WRITING THE FUND, C/O ZURICH SCUDDER INVESTMENTS, INC., AT THE ADDRESS FOR THE FUND SHOWN AT THE BEGINNING OF THIS PROXY STATE- MENT. 2 The following table identifies the Funds and Classes entitled to vote on each Proposal.
All Series of Class A, Class Kemper All Series of B and Class C Value Series, Kemper Target Shares of All Class I Proposal Inc.(/1/) Equity Fund(/2/) Other Funds Shares(/3/) -------- ------------- ---------------- -------------- ----------- 1. To elect Trustees/Directors of each Trust/Corporation.... X X X X 2. To approve a Rule 12b-1 Plan (for Class A) and an Amended and Restated Rule 12b-1 Plan (for each of Class B and Class C)................... X X X 3. To ratify the selection of Ernst & Young LLP as the independent auditors for each Fund for the Fund's current fiscal year................. X X X X 4. To approve Articles of Amendment and Restatement of Kemper Value Series, Inc.'s Articles of Incorporation........ X
- ----------- (/1/) Kemper Contrarian Fund, Kemper-Dreman High Return Equity Fund and Kemper Small Cap Value Fund. Shareholders of Class I shares of each such Fund are not entitled to vote on Proposal 2. (/2/) Kemper Target 2010 Fund, Kemper Target 2011 Fund, Kemper Retirement Fund--Series III, Kemper Retirement Fund--Series IV, Kemper Retirement Fund--Series V, Kemper Retirement Fund--Series VI, Kemper Retirement Fund--Series VII and Kemper Worldwide 2004 Fund. (/3/) The following Funds currently offer Class I shares: Kemper Blue Chip Fund, Kemper Contrarian Fund, Kemper Growth Fund, Kemper High Yield Fund, Kemper Small Cap Value Fund, Kemper Small Capitalization Equity Fund, Kemper Technology Fund, Kemper Total Return Fund, Kemper U.S. Gov- ernment Securities Fund and Kemper-Dreman High Return Equity Fund. The Board of Trustees/Directors of each Trust/Corporation unanimously recommends that shareholders vote FOR the nominees listed in Proposal 1 and FOR Proposals 2 and 3. The Board of Directors of Kemper Value Series, Inc. unanimously recommends that the shareholders of each series of that Corporation vote in favor of Proposal 4. PROPOSAL 1: ELECTION OF TRUSTEES/DIRECTORS At each Meeting, shareholders of each Trust/Corporation will be asked to elect twelve individuals to constitute the Board of Trustees/Directors of that Trust/Corporation. The election of new Board members arises out of a restruc- turing program proposed by ZSI, the investment manager of each Fund. The re- structuring program is designed to respond to changing industry conditions and investor needs. ZSI seeks to consolidate its fund line-up and offer all of the 3 open-end funds it advises under the "Scudder" name. As part of the restructur- ing program, certain funds advised by ZSI that have similar investment poli- cies and characteristics are proposed to be combined. ZSI believes that the combination of its open-end, directly-distributed funds (the "Scudder Funds") with the funds in the Kemper Family of Funds (the "Kemper Funds") will permit it to streamline its administrative infrastructure and focus its distribution efforts. The restructuring program will not result in any reduction in the services currently offered to Kemper Funds shareholders. In connection with that initiative, the Independent Trustees/Directors (as defined below) of the two separate boards of Kemper Funds proposed to consolidate into a single board. The twelve individuals who have been nominated for election as Trustees/Directors of each Trust/Corporation were nominated after careful con- sideration by the present Board of Trustees/Directors of each Trust/Corporation. The nominees are listed below.
Board I Funds Board II Funds - ------------- -------------- Kemper Aggressive Growth Fund Kemper Equity Trust Kemper Blue Chip Fund Kemper Floating Rate Fund Kemper Growth Fund Kemper Global/International Series, Inc. Kemper High Yield Series Kemper Target Equity Fund Kemper Small Capitalization Equity Kemper Value Series, Inc. Fund Kemper State Tax-Free Income Series Scudder Investors Trust Kemper Strategic Income Fund Kemper Technology Fund Kemper Total Return Fund Kemper U.S. Government Securities Fund Current Board I Trustees Current Board II Trustees/Directors Nominated to Consolidated Board Nominated to Consolidated Board - ------------------------------- ---------------------------------------- John W. Ballantine James R. Edgar Lewis A. Burnham Linda C. Coughlin(/1/) Linda C. Coughlin Fred B. Renwick Donald L. Dunaway John G. Weithers Robert B. Hoffman Shirley D. Peterson William P. Sommers
- ----------- (/1/Currently)a Trustee/Director of Kemper Floating Rate Fund, Kemper Target Equity Fund, Kemper Value Series, Inc. and Scudder Investors Trust only. 4 Additional Nominees for All Funds Mark S. Casady William F. Glavin
Board I Trustees Not Standing for Board II Trustees/Directors Re-election Not Standing for Re-election - ------------ ---------------------------- Donald R. Jones James E. Akins Arthur R. Gottschalk Frederick T. Kelsey Kathryn L. Quirk(/2/)
- ----------- (/2/) Currently a Trustee/Director of Kemper Global/International Series, Inc., Kemper Equity Trust, Kemper Floating Rate Fund and Scudder Invest- ors Trust only. These twelve nominees are also being nominated for election as trustees or directors of most of the other Kemper Funds. The proposed slate of nominees reflects an effort to consolidate the two separate boards who have histori- cally supervised different Kemper Funds. The proposed consolidation is ex- pected to provide administrative efficiencies to both the Funds and ZSI. The persons named as proxies on the enclosed proxy card(s) will vote for the election of the nominees named below unless authority to vote for any or all of the nominees is withheld in the proxy. Each Trustee/Director so elected will serve as a Trustee/Director of the respective Trust/Corporation commenc- ing on July 1, 2001 and until the next meeting of shareholders, if any, called for the purpose of electing Trustees/Directors and until the election and qualification of a successor or until such Trustee/Director sooner dies, re- signs or is removed as provided in the governing documents of the applicable Trust/Corporation. Each of the nominees has indicated that he or she is will- ing to serve as a Trustee/Director. If any or all of the nominees should be- come unavailable for election due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Trustees/Directors may recommend. The following tables present infor- mation about the nominees, as well as the Trustees/Directors not standing for re-election. Each nominee's or Trustee's/Director's date of birth is in paren- theses after his or her name. Unless otherwise noted, (i) each of the nominees and Trustees/Directors has engaged in the principal occupation(s) noted in the following tables for at least the most recent five years, although not neces- sarily in the same capacity, and (ii) the address of each nominee is c/o Zu- rich Scudder Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606. 5 Nominees for Election as Trustees/Directors:
Name (Date of Birth), Principal Occupation and Year First Became a Affiliations Board Member ---------------------------------------------- ------------------------ John W. Ballantine (2/16/46),(/1/) Retired; formerly, Kemper Aggressive Growth First Chicago NBD Corporation/The First National Bank Fund (1999), Kemper Blue of Chicago: 1996-1998, Executive Vice President and Chip Fund (1999), Kemper Chief Risk Management Officer; 1995-1996, Executive Growth Fund (1999), Vice President and Head of International Banking; Kemper High Yield Series Director, First Oak Brook Bancshares, Inc., Oak Brook (1999), Kemper Small Bank and Tokheim Corporation. Capitalization Equity Fund (1999), Kemper State Tax-Free Income Series (1999), Kemper Strategic Income Fund (1999), Kemper Technology Fund (1999), Kemper Total Return Fund (1999) and Kemper U.S. Government Securities Fund (1999). Lewis A. Burnham (1/8/33),(/1/) Retired; formerly, Kemper Aggressive Growth Partner, Business Resources Group; formerly, Fund (1996),Kemper Blue Executive Vice President, Anchor Glass Container Chip Fund (1987), Kemper Corporation. Growth Fund (1977), Kemper High Yield Series (1977), Kemper Small Capitalization Equity Fund (1977), Kemper State Tax-Free Income Series (1983), Kemper Strategic Income Fund (1977), Kemper Technology Fund (1977), Kemper Total Return Fund (1977) and Kemper U.S. Government Securities Fund (1979). Mark S. Casady (9/12/60),* Managing Director, ZSI; Nominee formerly, Institutional Sales Manager of an unaffiliated mutual fund distributor. Linda C. Coughlin (1/1/52),*(/2/) Managing Director, Kemper Aggressive Growth ZSI. Fund (2000), Kemper Blue Chip (2000), Kemper Floating Rate Fund (2000), Kemper Growth Fund (2000), Kemper High Yield Series (2000), Kemper Small Capitalization Equity Fund (2000), Kemper State Tax-Free Income Series (2000), Kemper Strategic Income Fund (2000), Kemper Target Equity Fund (2001), Kemper Technology Fund (2000), Kemper Total Return Fund (2000), Kemper U.S. Government Securities Fund (2000), Kemper Value Series, Inc. (2001) and Scudder Investors Trust (2000).
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Name (Date of Birth), Principal Occupation and Year First Became Affiliations a Board Member ---------------------------------------------- ------------------------ Donald L. Dunaway (3/8/37),(/1/) Retired; formerly, Kemper Aggressive Growth Executive Vice President, A.O. Smith Corporation Fund (1996), Kemper Blue (diversified manufacturer). Chip Fund (1987), Kemper Growth Fund (1980), Kemper High Yield Series (1980), Kemper Small Capitalization Equity Fund (1980), Kemper State Tax-Free Income Series (1983), Kemper Strategic Income Fund (1980), Kemper Technology Fund (1980), Kemper Total Return Fund (1980) and Kemper U.S. Government Securities Fund (1980). James R. Edgar (7/22/46),(/3/) Distinguished Fellow, Kemper Equity Trust University of Illinois Institute of Government and (1999), Kemper Floating Public Affairs; Director, Kemper Insurance Companies Rate Fund (1999), Kemper (not affiliated with the Kemper Funds); Director, Global/ International John B. Sanfilippo & Son, Inc.; Director, Horizon Series, Inc. (1999), Group Properties, Inc.; formerly, Governor, State of Kemper Target Equity Illinois. Fund (1999), Kemper Value Series, Inc. (1999) and Scudder Investors Trust (1999). William F. Glavin (8/30/58),* Managing Director, ZSI; Nominee formerly, Executive Vice President of Market and Product Development, The Dreyfus Corporation. Robert B. Hoffman (12/11/36),(/1/) Retired; formerly, Kemper Aggressive Growth Chairman, Harnischfeger Industries, Inc. (machinery Fund (1996), Kemper Blue for the mining and paper industries); formerly, Vice Chip Fund (1987), Kemper Chairman and Chief Financial Officer, Monsanto Growth Fund (1981), Company (agricultural, pharmaceutical and Kemper High Yield Series nutritional/food products); formerly, Vice President, (1981), Kemper Small Head of International Operations, FMC Corporation Capitalization Equity (manufacturer of machinery and chemicals); Director, Fund (1981), Kemper Harnischfeger Industries, Inc. State Tax-Free Income Series (1983), Kemper Strategic Income Fund (1981), Kemper Technology Fund (1981), Kemper Total Return Fund (1981) and Kemper U.S. Government Securities Fund (1981).
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Name (Date of Birth), Principal Occupation and Year First Became Affiliations a Board Member ---------------------------------------------- ------------------------ Shirley D. Peterson (9/3/41),(/1/) Retired; formerly, Kemper Aggressive Growth President, Hood College; formerly, Partner, Steptoe & Fund (1996), Kemper Blue Johnson (attorneys); prior thereto, Commissioner, Chip Fund (1995), Kemper Internal Revenue Service; prior thereto, Assistant Growth Fund (1995), Attorney General (Tax), U.S. Department of Justice; Kemper High Yield Series Director, Bethlehem Steel Corp. (1995), Kemper Small Capitalization Equity Fund (1995), Kemper State Tax-Free Income Series (1995), Kemper Strategic Income Fund (1995), Kemper Technology Fund (1995), Kemper Total Return Fund (1995) and Kemper U.S. Government Securities Fund (1995). Fred B. Renwick (2/1/30),(/3/) Professor of Finance, Kemper Equity Trust New York University, Stern School of Business; (1998), Kemper Floating Director, the Wartburg Foundation; Chairman, Finance Rate Fund (1999), Kemper Committee of Morehouse College Board of Trustees; Global/International Director, American Bible Society Investment Series, Inc. (1998), Committee; previously member of the Investment Kemper Target Equity Committee of Atlanta University Board of Trustees; Fund (1995), Kemper formerly Director of Board of Pensions Evangelical Value Series, Inc. Lutheran Church in America. (1988) and Scudder Investors Trust (1998). William P. Sommers (7/22/33),(/1/) Retired; formerly, Kemper Aggressive Growth President and Chief Executive Officer, SRI Fund (1996), Kemper Blue International (research and development); prior Chip Fund (1987), Kemper thereto, Executive Vice President, Iameter (medical Growth Fund (1979), information and educational service provider); prior Kemper High Yield Series thereto, Senior Vice President and Director, Booz, (1979), Kemper Small Allen & Hamilton Inc. (management consulting firm); Capitalization Equity Director, PSI Inc., Evergreen Solar, Inc. and Litton Fund (1979), Kemper Industries; Advisor, Guckenheimer Enterprises; State Tax-Free Income Consultant and Director, SRI/Atomic Tangerine. Series (1983), Kemper Strategic Income Fund (1979), Kemper Technology Fund (1979), Kemper Total Return Fund (1979) and Kemper U.S. Government Securities Fund (1981). John G. Weithers (8/8/33),(/3/) Formerly, Chairman of Kemper Equity Trust the Board and Chief Executive Officer, Chicago Stock (1998), Kemper Floating Exchange; Director, Federal Life Insurance Company; Rate Fund (1999), Kemper President of the Members of the Corporation and Global/International Trustee, DePaul University; Director, International Series, Inc. (1998), Federation of Stock Exchanges; Director, Records Kemper Target Equity Management Systems. Fund (1993), Kemper Value Series, Inc. (1995) and Scudder Investors Trust (1998).
- ----------- * Interested person of each Trust/Corporation, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (/1/) Messrs. Ballantine, Burnham, Dunaway, Hoffman, Sommers and Ms. Peterson serve as board members of 26 investment companies, with 45 portfolios managed by ZSI. (/2/) Ms. Coughlin serves as a board member of 56 investment companies with 137 portfolios managed by ZSI. (/3/) Messrs. Edgar, Renwick and Weithers serve as board members of 16 invest- ment companies with 58 portfolios managed by ZSI. 8 Board I Trustee Not Standing for Re-Election:
Principal Occupation or Employment and Present Office Name (Date of Birth) Directorships with each Trust -------------------- ------------------------ ---------------------- Donald R. Jones (1/17/30) Trustee; Retired; Trustee, Kemper formerly, Director, Aggressive Growth Motorola, Inc. Fund, Kemper Blue (manufacturer of Chip Fund, Kemper electronic equipment and Growth Fund, Kemper components); Executive High Yield Series, Vice President and Chief Kemper Small Financial Officer, Capitalization Motorola, Inc. Equity Fund, Kemper State Tax-Free Income Series, Kemper Strategic Income Fund, Kemper Technology Fund, Kemper Total Return Fund and Kemper U.S. Government Securities Fund. Board II Trustees/Directors Not Standing for Re-Election: Principal Occupation or Employment and Present Office with Name (Date of Birth) Directorships each Trust/Corporation -------------------- ------------------------ ---------------------- James E. Akins (10/15/26) Trustee/Director; Director, Kemper Consultant on Global/International International, Political Series, Inc. and and Economic Affairs; Kemper Value Series, formerly, a career U.S. Inc.; Trustee, Foreign Service Officer, Kemper Equity Trust, Energy Adviser for the Kemper Floating Rate White House and U.S. Fund, Kemper Target Ambassador to Saudi Equity Fund and Arabia, 1973-1976. Scudder Investors Trust. Arthur R. Gottschalk (2/13/25) Trustee/Director; Director, Kemper Retired; formerly, Global/International President, Illinois Series, Inc. and Manufacturers Kemper Value Series, Association; Trustee, Inc.; Trustee, Illinois Masonic Medical Kemper Equity Trust, Center; formerly, Kemper Floating Rate Illinois State Senator; Fund, Kemper Target formerly, Vice Equity Fund and President, The Reuben H. Scudder Investors Donnelley Corp.; Trust. formerly, attorney.
9
Principal Occupation or Present Office with Employment and each Name (Date of Birth) Directorships Trust/Corporation -------------------- ------------------------ -------------------- Frederick T. Kelsey (4/25/27) Trustee/Director; Director, Kemper Retired; formerly, Global/International Consultant to Goldman, Series, Inc. and Sachs & Co.; formerly, Kemper Value Series, President, Treasurer and Inc.; Trustee, Trustee of Institutional Kemper Equity Trust, Liquid Assets and its Kemper Floating Rate affiliated mutual funds; Fund, Kemper Target formerly, President and Equity Fund and Trustee, Northern Scudder Investors Institutional Funds; Trust. formerly, President and Trustee, Pilot Funds. Kathryn L. Quirk (12/3/52)* Trustee/Director and Director and Vice Vice President; Managing President, Kemper Director, ZSI. Global/International Series, Inc.; Trustee and Vice President, Kemper Equity Trust, Kemper Floating Rate Fund and Scudder Investors Trust; Vice President, Kemper Target Equity Fund and Kemper Value Series, Inc.
- ----------- * Interested person of each Trust/Corporation, as defined in the 1940 Act. Responsibilities of each Board of Trustees/Directors--Board and Committee Meetings The primary responsibility of each Board is to represent the interests of the shareholders of the applicable Fund and to provide oversight of the man- agement of the Fund. The board that is proposed for election at the Meetings is comprised of three individuals who are considered "interested" Trustees/Directors, and nine individuals who have no affiliation with ZSI and who are not considered "interested" Trustees/Directors (the "Independent Trustees/Directors"). The Securities and Exchange Commission (the "SEC") has recently adopted rules that require a majority of the board members of a fund to be "independent" if the fund takes advantage of certain exemptive rules un- der the 1940 Act. If the proposed Board of Trustees/Directors is approved by shareholders, 75% will be Independent Trustees/Directors. Each of the nominees that will be considered an Independent Trustee/Director, if elected, has been selected and nominated solely by the current Independent Trustees/Directors of each Trust/Corporation. The Trustees/Directors meet multiple times during the year to review the investment performance of each Fund and other operational matters, including policies and procedures designed to assure compliance with regulatory and other requirements. Furthermore, the Independent Trustees/Directors review the 10 fees paid to ZSI and its affiliates for investment advisory services and other administrative and shareholder services. The Trustees/Directors have adopted specific policies and guidelines that, among other things, seek to further en- hance the effectiveness of the Independent Trustees/Directors in performing their duties. Many of these are similar to those suggested in the Investment Company Institute's 1999 Report of the Advisory Group on Best Practices for Fund Directors (the "Advisory Group Report"). For example, the Independent Trustees/Directors select independent legal counsel to work with them in re- viewing fees, advisory and other contracts and overseeing fund matters, and regularly meet privately with their counsel. Currently, Board I has an Audit Committee and a Nominating and Governance Committee, the responsibilities of which are described below. In addition, Board I has a Valuation Committee and a Contract Renewal Committee. During calendar year 2000, the Board of the Board I Funds (except Kemper Growth Fund) met eight times. During calendar year 2000, the Board of Kemper Growth Fund met nine times. Each then current Trustee attended 75% or more of the respec- tive meetings of the Board and the Committees (if a member thereof) held dur- ing calendar year 2000. Currently, Board II has an Audit and Governance Committee, the responsi- bilities of which are described below. In addition, Board II has a Valuation Committee. During calendar year 2000, the Board of Kemper Floating Rate Fund, Kemper Global/International Series, Inc. and Kemper Target Equity Fund met eight times. During calendar year 2000, the Board of Kemper Equity Trust, Kem- per Value Series, Inc. and Scudder Investors Trust met nine times. Each then current Trustee/Director attended 75% or more of the respective meetings of the Board and the Committees (if a member thereof) held during calendar year 2000. BOARD I FUND COMMITTEES Audit Committee The Audit Committee of Board I makes recommendations regarding the selec- tion of independent auditors for each Board I Fund, confers with the indepen- dent auditors regarding each Fund's financial statements, the results of au- dits and related matters, and performs such other tasks as the full Board deems necessary or appropriate. As suggested by the Advisory Group Report, the Audit Committee is comprised of only Independent Trustees, receives annual representations from the auditors as to their independence, and has a written charter that delineates the committee's duties and powers. Currently, the mem- bers of the Audit Committee are Donald L. Dunaway (Chairman), Robert B. Hoff- man and Donald R. Jones. The Audit Committee held five meetings during calen- dar year 2000. 11 Nominating and Governance Committee Board I has a Nominating and Governance Committee, comprised of only Inde- pendent Trustees, that seeks and reviews candidates for consideration as nomi- nees for membership on the Board and oversees the administration of each Board I Trust's Governance Procedures and Guidelines. The Nominating and Governance Committee has a written charter that delineates the committee's duties and powers. Shareholders wishing to submit the name of a candidate for considera- tion by the committee should submit their recommendation(s) to the Secretary of the applicable Board I Trust. Currently, the members of the Nominating and Governance Committee are Lewis A. Burnham (Chairman), John W. Ballantine, Shirley D. Peterson and William P. Sommers. The Nominating and Governance Com- mittee held two meetings during calendar year 2000. BOARD II FUND COMMITTEE Audit and Governance Committee The Audit and Governance Committee of Board II makes recommendations re- garding the selection of independent auditors for each Board II Fund, confers with the independent auditors regarding each Fund's financial statements, the results of audits and related matters, and performs such other tasks as the full Board deems necessary or appropriate. As suggested by the Advisory Group Report, the Audit and Governance Committee is comprised of only Independent Trustees/Directors, receives annual representations from the auditors as to their independence, and has a written charter that delineates the committee's duties and powers. In addition, the committee seeks and reviews candidates for consideration as nominees for membership on the Board and oversees the admin- istration of each Board II Trust's/Corporation's Governance Procedures and Guidelines. Shareholders wishing to submit the name of a candidate for consid- eration by the committee should submit their recommendation(s) to the Secre- tary of the applicable Board II Trust/Corporation. Currently, the members of the Audit and Governance Committee are James E. Akins, James R. Edgar, Arthur R. Gottschalk, Frederick T. Kelsey, Fred B. Renwick and John G. Weithers. The committee held four meetings during calendar year 2000. Officers The officers of each Trust/Corporation are set forth in Appendix 2. Compensation of Trustees and Officers Each Board I Fund pays its Independent Trustees/Directors a monthly re- tainer and an attendance fee, plus expenses, for each Board meeting and com- mittee meeting attended. Each Board II Fund pays its Independent 12 Trustees/Directors an annual retainer (paid in quarterly installments) and an attendance fee, plus expenses, for each Board meeting and committee meeting attended. As reflected below, the Trustees/Directors currently serve as board members of various other Kemper Funds. ZSI supervises each Fund's investments, pays the compensation and expenses of its personnel who serve as Trustees/Directors and officers on behalf of each Fund and receives a manage- ment fee for its services. Several of the officers and Trustees/Directors are also officers, directors, employees or stockholders of ZSI and participate in the fees paid to that firm, although no Trust/Corporation makes direct pay- ments to them. To facilitate the restructuring of the boards of the Kemper Funds, certain Independent Trustees/Directors agreed not to stand for re-election. Indepen- dent Trustees/Directors of each Trust/Corporation are not entitled to benefits under any pension or retirement plan. However, the Board of each Kemper Fund determined that, particularly given the benefits that would accrue to the Kem- per Funds from the restructuring of the boards, it was appropriate to provide the four Independent Trustees/Directors who were not standing for re-election for various Kemper Funds a one-time benefit. The cost of such benefit is being allocated among all the Kemper Funds, with ZSI agreeing to bear one-half of the cost of such benefit, given that ZSI also benefits from administrative ef- ficiencies of a consolidated board. Mr. Jones, an Independent Trustee of the Board I Funds, and Messrs. Akins, Gottschalk and Kelsey, Independent Trustees/Directors of the Board II Funds, each of whom is not standing for re- election, will receive such a one-time benefit. The amount received on behalf of each fund for which Mr. Jones serves as a trustee ranges from $1,071 to $8,078 (approximately $225,000 in the aggregate for all the Kemper Funds). The amount received on behalf of each fund for which Messrs. Akins, Gottschalk and Kelsey serve as trustees/directors ranges from $478 to $6,124 (approximately $225,000 in the aggregate for all the Kemper Funds) for Mr. Akins; $159 to $2,035 (approximately $75,000 in the aggregate for all the Kemper Funds) for Mr. Gottschalk; and $797 to $10,194 (approximately $375,000 in the aggregate for all the Kemper Funds) for Mr. Kelsey. The following Compensation Table provides in tabular form the following data: (1) All Trustees/Directors who receive compensation from one or more Trusts/Corporations (columns 1 through 13). (2) Aggregate compensation received by each Trustee/Director from each Trust/Corporation during calendar year 2000 (rows corresponding with col- umns 1 through 13). (3) Total compensation received by each Trustee/Director from funds ad- vised by ZSI (collectively, the "Fund Complex") during calendar year 2000 (bottom row). 13 Compensation Table
1 2 3 4 -------------- ------------------ ---------------- ---------------------- James E. Akins John W. Ballantine Lewis A. Burnham Donald L. Dunaway(/1/) -------------- ------------------ ---------------- ---------------------- Compensation from Trust/Corporation (Number of Series) ------------------------------------------------------------------------- Kemper Aggressive Growth Fund................... N/A $ 1,902.74 $ 1,818.31 $ 2,146.29 Kemper Blue Chip Fund... N/A $ 5,415.01 $ 4,893.00 $ 6,090.87 Kemper Equity Trust..... $ 3,145.94 N/A N/A N/A Kemper Floating Rate Fund................... $ 2,793.07 N/A N/A N/A Kemper $ 6,424.25 N/A N/A N/A Global/International (4 fund Series, Inc............ portfolios) Kemper Growth Fund...... N/A $ 10,826.19 $ 9,367.95 $ 12,117.41 Kemper High Yield N/A $ 12,234.26 $ 10,530.14 $ 13,697.34 Series................. (2 fund (2 fund (2 fund portfolios) portfolios) portfolios) Kemper Small Capitalization Equity Fund................... N/A $ 5,013.15 $ 4,490.52 $ 5,648.31 Kemper State Tax-Free N/A $ 6,159.01 $ 5,569.82 $ 6,920.14 Income Series.......... (4 fund (4 fund (4 fund portfolios) portfolios) portfolios) Kemper Strategic Income Fund................... N/A $ 4,236.89 $ 4,017.82 $ 4,800.05 Kemper Target Equity $ 17,319.14 N/A N/A N/A Fund................... (8 fund portfolios) Kemper Technology Fund.. N/A $ 14,645.68 $ 11,852.38 $ 16,338.46 Kemper Total Return Fund................... N/A $ 11,964.84 $ 10,243.85 $ 13,377.89 Kemper U.S. Government Securities Fund........ N/A $ 9,899.81 $ 8,396.80 $ 11,108.35 Kemper Value Series, $ 42,242.50 N/A N/A N/A Inc.................... (3 fund portfolios) Scudder Investors $ 5,081.91 N/A N/A N/A Trust.................. (4 fund portfolios) Total Compensation from Fund Complex(/3/)(/4/)(/5/).. $195,480.00 $183,570.00 $154,040.00 $205,350.00
14 Compensation Table
5 6 7 8 -------------- ------------------------- ----------------- --------------- James R. Edgar Arthur R. Gottschalk(/2/) Robert B. Hoffman Donald R. Jones -------------- ------------------------- ----------------- --------------- Compensation from Trust/Corporation (Number of Series) -------------------------------------------------------------------------- Kemper Aggressive Growth Fund................... N/A N/A $ 1,877.34 $ 1,878.94 Kemper Blue Chip Fund... N/A N/A $ 5,029.90 $ 5,020.08 Kemper Equity Trust..... $ 3,088.54 $ 1,344.92 N/A N/A Kemper Floating Rate N/A N/A Fund................... $ 2,804.51 $ 1,542.74 Kemper $ 6,440.74 $ 5,514.79 N/A N/A Global/International (4 fund (4 fund Series, Inc............ portfolios) portfolios) Kemper Growth Fund...... N/A N/A $ 9,595.53 $ 9,570.64 Kemper High Yield N/A N/A $ 10,973.51 $ 10,914.95 Series................. (2 fund (2 fund portfolios) portfolios) Kemper Small Capitalization Equity Fund................... N/A N/A $ 4,713.02 $ 4,714.96 Kemper State Tax-Free N/A N/A $ 5,888.99 $ 5,875.44 Income Series.......... (4 fund (4 fund portfolios) portfolios) Kemper Strategic Income N/A N/A Fund................... $ 4,220.60 $ 4,212.21 Kemper Target Equity $ 17,400.87 $ 21,804.49 N/A N/A Fund................... (8 fund (8 fund portfolios) portfolios) Kemper Technology Fund.. N/A N/A $ 11,965.07 $ 11,967.65 Kemper Total Return N/A N/A Fund................... $ 10,507.67 $ 10,469.50 Kemper U.S. Government Securities Fund........ N/A N/A $ 8,946.18 $ 8,911.43 Kemper Value Series, $ 42,627.45 $ 35,158.31 N/A N/A Inc.................... (3 fund (3 fund portfolios) portfolios) Scudder Investors $ 4,881.93 $ 3,626.48 N/A N/A Trust.................. (4 fund (4 fund portfolios) portfolios) Total Compensation from Fund Complex(/3/)(/4/)(/5/).. $195,080.00 $195,080.00 $163,890.00 $163,170.00
15 Compensation Table
9 10 11 12 13 ------------------- ------------------- --------------- ------------------ ---------------- Frederick T. Kelsey Shirley D. Peterson Fred B. Renwick William P. Sommers John G. Weithers ------------------- ------------------- --------------- ------------------ ---------------- Compensation from Trust/Corporation (Number of Series) ------------------------------------------------------------------------------------------- Kemper Aggressive Growth Fund................... N/A $ 1,915.48 N/A $ 1,796.71 N/A Kemper Blue Chip Fund... N/A $ 4,527.60 N/A $ 4,847.64 N/A Kemper Equity Trust..... $ 3,212.48 N/A $ 2,858.37 N/A $ 3,821.58 Kemper Floating Rate Fund................... $ 2,862.19 N/A $ 2,455.79 N/A $ 3,470.67 Kemper $ 6,458.81 N/A $6,265.38 N/A $ 6,753.05 Global/International (4 fund (4 fund (4 fund Series, Inc............ portfolios) portfolios) portfolios) Kemper Growth Fund...... N/A $ 8,440.46 N/A $ 9,298.59 N/A Kemper High Yield N/A $ 9,795.27 N/A $ 10,481.86 N/A Series................. (2 fund (2 fund portfolios) portfolios) Kemper Small Capitalization Equity Fund................... N/A $ 4,151.53 N/A $ 4,434.70 N/A Kemper State Tax-Free N/A $ 6,292.15 N/A $ 5,518.19 N/A Income Series.......... (4 fund (4 fund portfolios) portfolios) Kemper Strategic Income Fund................... N/A $ 3,699.50 N/A $ 3,973.61 N/A Kemper Target Equity $ 17,535.59 N/A $ 16,347.26 N/A $ 19,519.90 Fund................... (8 fund (8 fund (8 fund portfolios) portfolios) portfolios) Kemper Technology Fund.. N/A $ 10,842.35 N/A $ 11,756.48 N/A Kemper Total Return Fund................... N/A $ 9,216.91 N/A $ 10,186.46 N/A Kemper U.S. Government Securities Fund........ N/A $ 7,510.46 N/A $ 8,341.19 N/A Kemper Value Series, $ 43,532.41 N/A $ 36,354.76 N/A $ 55,528.26 Inc. .................. (3 fund (3 fund (3 fund portfolios) portfolios) portfolios) Scudder Investors $ 5,100.03 N/A $ 4,984.07 N/A $ 5,230.63 Trust.................. (4 fund (4 fund (4 fund portfolios) portfolios) portfolios) Total Compensation from Fund Complex(/3/)(/4/)(/5/).. $200,300.00 $149,010.00 $204,620.00 $153,330.00 $239,180.00
16 - ----------- (/1/) Pursuant to deferred compensation agreements with certain Board I Funds, Mr. Dunaway has deferred, in prior years, compensation from such Funds. Deferred amounts accrue interest monthly at a rate approximate to the yield of Zurich Money Funds--Zurich Money Market Fund. Total deferred fees (including interest thereon) payable from Kemper Blue Chip Fund, Kemper Growth Fund, Kemper High Yield Series, Kemper Small Capitaliza- tion Equity Fund, Kemper State Tax-Free Income Series, Kemper Strategic Income Fund, Kemper Technology Fund, Kemper Total Return Fund and Kemper U.S. Government Securities Fund to Mr. Dunaway are $12,323, $32,336, $38,120, $20,235, $29,456, $21,203, $24,025, $35,146 and $47,119, re- spectively. (/2/) Includes deferred fees. Pursuant to deferred compensation agreements with certain Board II Funds, deferred amounts accrue interest monthly at a rate approximate to the yield of Zurich Money Funds--Zurich Money Mar- ket Fund. Total deferred fees (including interest thereon) payable from Kemper Global/International Series, Inc., Kemper Target Equity Fund and Kemper Value Series, Inc. to Mr. Gottschalk are $29,216, $120,326 and $97,854, respectively. (/3/) Includes compensation for service on the boards of 26 Kemper trusts/corporations comprised of 45 fund portfolios. Each Trustee/Director currently serves on the boards of 26 Kemper trusts/corporations comprised of 45 fund portfolios. (/4/) Includes compensation for service on the boards of 16 Kemper trusts/corporations comprised of 61 fund portfolios. Each Trustee/Director currently serves on the boards of 16 Kemper trusts/corporations comprised of 58 fund portfolios. (/5/) Aggregate compensation reflects amounts paid to the Trustees/Directors for numerous special meetings in connection with the ZSI restructuring initiative (which included a comprehensive review of ZSI's proposals, including a branding change, combinations of certain funds (including tax implications), liquidations of certain funds, implementation of an administration agreement (including fee caps) for certain funds and the consolidation of certain boards). Such amounts totaled $38,880, $77,760, $43,200, $77,760, $39,420, $39,420, $47,520, $43,200, $43,200, $47,520, $47,520, $82,080 and $43,200 for Messrs. Akins, Ballantine, Burnham, Dunaway, Edgar, Gottschalk, Hoffman, Jones, Kelsey, Renwick, Sommers, Weithers and Ms. Peterson, respectively. A portion of these meeting fees was borne by ZSI. The Trustees/Directors of each Trust/Corporation unanimously recommend that shareholders of each Fund vote FOR each nominee. 17 PROPOSAL 2: ADOPTION OF RULE 12b-1 PLAN AND AMENDED AND RESTATED RULE 12b-1 PLANS Proposal 2 is being submitted to the shareholders of Class A, Class B and Class C (each, a "Class") of each Fund.(/1/) The Board of each Trust/Corporation has approved, and recommends that Class A shareholders of the applicable Fund approve, a Rule 12b-1 Plan (the "Plan"), and that share- holders of each of Class B and Class C of the applicable Fund approve an Amended and Restated Rule 12b-1 Plan (each, an "Amended Plan," together, the "Amended Plans"), pursuant to the provisions of Rule 12b-1 under the 1940 Act. Shareholder approval of the Plan or an Amended Plan will not result in any in- crease in fees or expenses for the applicable Class. Appendix 3 hereto shows each Fund's current fees and expenses and the fees and expenses that will be in effect if Proposal 2 is approved. A copy of the Plan is attached hereto as Exhibit A (for Class A shareholders). A copy of the form of Amended Plan is attached hereto as Exhibit B (for Class B and Class C shareholders). Background Each Trust/Corporation(/2/), on behalf of each Class of the applicable Fund, is currently a party to a Shareholder Services Agreement (the "Services Agreement") with Kemper Distributors, Inc. ("KDI"). Pursuant to the terms of each Services Agreement, KDI provides information and administrative services for the benefit of each Fund and the shareholders of each Class. In exchange for providing the services under the Services Agreement, each Class pays to KDI an administrative services fee equal to, on an annual basis, up to 0.25% of the average daily net assets attributable to that Class. KDI uses the ad- ministrative services fee to compensate financial services firms ("firms") for providing personal services to and maintenance of accounts for their customers that hold shares of the applicable Class and may retain any portion of the fee not paid to firms to compensate itself for administrative functions performed for the Class. - ----------- (/1/) Each series of Kemper Target Equity Fund, listed above, has only one outstanding class of shares. Only the discussion in Proposal 2 that re- lates to Class A shares applies to the shares of each series of Kemper Target Equity Fund. (/2/) The shareholders of Kemper Floating Rate Fund are being asked to approve Proposal 2 even though the fund, as a closed-end fund, is not subject to the provisions of Rule 12b-1 under the 1940 Act. That Fund's current plan of distribution for Class B and Class C shares contains provisions that are consistent with the requirements of Rule 12b-1 and the proposed distribution plans for Kemper Floating Rate Fund, like those for all other Funds discussed in this Proxy Statement, will also contain provi- sions that are consistent with the requirements of that Rule. 18 Each of Class B and Class C of each Fund has also adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act, pursuant to which KDI receives an asset-based fee of 0.75% (0.60% for Kemper Floating Rate Fund) of average daily net assets of each such Class. KDI uses the fee to pay for distribution and services for the applicable Class of the applicable Fund. Appendix 4 sets forth the amount of distribution fees paid by each Fund during the Fund's most recent fiscal year pursuant to the distribution plans applicable to Class B and Class C. Rule 12b-1 under the 1940 Act provides that an investment company acting as a distributor of its shares must do so pursuant to a written plan that de- scribes "all material aspects of the proposed financing of the distribution." Under the Rule, an investment company is deemed to be acting as a distributor of its shares "if it engages directly or indirectly in financing any activity which is primarily intended to result in the sale" of its shares. Currently no Class has a Rule 12b-1 Plan that authorizes the payment of the administrative services fee under the Services Agreement because neither KDI nor the Trustees/Directors of any Trust/Corporation believes that the services that have been performed by KDI under the Services Agreement are primarily intended to result in sales of shares of the Classes (i.e., "distribution" services), as defined in Rule 12b-1, but rather are post-sale administrative and other services provided to existing shareholders. Nonetheless, to avoid legal uncer- tainties due to the ambiguity of the language contained in Rule 12b-1 and eliminate any doubt that may arise in the future regarding whether the serv- ices performed by KDI under the Services Agreement are "distribution" servic- es, the Board of Trustees/Directors for each Fund has adopted, and recommends that the shareholders of the affected Classes of each Fund approve, the Plan (for Class A) and an Amended Plan (for each of Class B and Class C), each of which authorizes the payment of the administrative services fee pursuant to a Rule 12b-1 Plan. If the shareholders approve the adoption of the Plan or an Amended Plan, the administrative services fee rate will not change. In addi- tion, KDI has agreed to maintain at least the same level and quality of serv- ices as are currently provided pursuant to the Services Agreement. Terms of the Plans and the Amended Plans As noted above, each Plan and each Amended Plan has been adopted for the purpose of authorizing the payment by each Class of the administrative serv- ices fee to KDI pursuant to Rule 12b-1. Neither the Plans nor the Amended Plans will change the administrative services fee rate. In addition, as noted above, KDI has agreed to maintain at least the same level and quality of serv- ices as are currently provided pursuant to each Services Agreement. Each Plan for Class A shares, if approved by shareholders, will authorize the payment of the 0.25% administrative services fee under a Rule 12b-1 Plan. Each Amended 19 Plan is substantially identical to the current distribution plan applicable to each of Class B and Class C of each Fund, except that, in addition to autho- rizing the asset-based distribution fee of 0.75% (0.60% for Kemper Floating Rate Fund) that it currently authorizes, it also authorizes the payment to KDI of the 0.25% administrative services fee pursuant to the Services Agreement. Each Board has adopted the Plan and each Amended Plan in accordance with the provisions of Rule 12b-1 under the 1940 Act. If approved by shareholders, each Plan and each Amended Plan will become effective on July 1, 2001, and will re- main in effect for one year after its effective date. Thereafter, each Plan and each Amended Plan may continue for additional one-year periods so long as such continuance is approved by a vote of both the Board of the applicable Trust/Corporation and the Independent Trustees/Directors of the applicable Trust/Corporation who have no direct or indirect financial interest in the op- eration of the Plan or the Amended Plan, as the case may be, or in any agree- ment related to the Plan or the Amended Plan, respectively (the "Qualified Board Members"). This vote must take place at a meeting of a Board held in person and called for the purpose of voting on the Plan or the Amended Plan, as applicable. The applicable Board must approve all material amendments to each Plan or an Amended Plan in the manner described in the foregoing paragraph. An amend- ment that increases materially the amount to be spent for distribution under the Plan or Amended Plan must be approved by shareholders of the applicable Class as well as by the applicable Board. Each Plan and each Amended Plan may be terminated at any time either by the applicable Board or by the shareholders of the applicable Class. Termina- tion by the Trustees/Directors requires the vote of a majority of the Quali- fied Board Members. Termination by the shareholders requires the vote of a ma- jority of the outstanding voting securities of the applicable Class. In connection with adopting each Plan and each Amended Plan, the Board of each Trust/Corporation has adopted amendments to each Services Agreement, which will become effective with respect to each Class if the shareholders of that Class approve the Plan and each Amended Plan. Such amendments incorporate the termination, amendment and annual approval terms described above to bring each Services Agreement into compliance with the requirements of Rule 12b-1. If the shareholders of one or more Classes do not approve the adoption of the Plan or the Amended Plan, as the case may be, the current Services Agreement will remain in effect with respect to the applicable Class(es). Trustee/Director Consideration In determining to recommend adoption of each Plan and the Amended Plans, the Board of each Trust/Corporation considered a variety of factors. The 20 Trustees/Directors examined the nature of the services KDI provides pursuant to each Services Agreement and the benefit such services provide to each Fund and the shareholders of the Class(es) of each Fund. In addition, the Board of each Trust/Corporation examined general industry practice with respect to whether funds have adopted Rule 12b-1 Plans to authorize payments under agree- ments similar to the Services Agreements. The Trustees/Directors were also ad- vised by independent counsel regarding the requirements of Rule 12b-1. Neither KDI nor the Trustees/Directors believe that the services performed by KDI un- der the Services Agreement have been or will be "distribution" services as de- fined in Rule 12b-1, but rather are post-sale administrative and other serv- ices provided to existing shareholders. Nonetheless, to avoid legal uncertain- ties and eliminate any doubt regarding the continuation of the Services Agree- ment that may arise in the future due to the ambiguity of the language con- tained in Rule 12b-1, each Board of Trustees/Directors has adopted, and recom- mends that the shareholders of each applicable Class of each Fund approve, the Plan (for Class A) and an Amended Plan (for Class B and Class C). The Trustees/Directors noted that if the Plan and each Amended Plan is adopted the administrative services fee rate will not change. In addition, the Trustees/Directors considered that the services provided to shareholders pur- suant to the Services Agreement, such as establishing and maintaining accounts and records, processing purchase and redemption orders and answering routine questions regarding the Funds and their special features, are appropriate services to provide to shareholders. The Trustees/Directors also noted that KDI has agreed to maintain at least the same level and quality of services as are currently provided pursuant to the Services Agreement. The Trustees/Directors concluded that it would be in the best interests of the ap- plicable Fund, each Class and its shareholders if the Services Agreement oper- ated in the future pursuant to the protections afforded by Rule 12b-1 under the 1940 Act. The Trustees/Directors of each Board unanimously recommend that the shareholders of each Class of the applicable Fund vote in favor of this Proposal 2. PROPOSAL 3: RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT AUDITORS The Board of Trustees of each Trust/Corporation, including all of the In- dependent Trustees/Directors, has selected Ernst & Young LLP ("E&Y") to act as independent auditors of each Fund for the Fund's current fiscal year and rec- ommends that shareholders ratify such selection. One or more representatives of E&Y are expected to be present at the Meetings and will have an opportunity to make a statement if they so desire. Such representatives are expected to be available to respond to appropriate questions posed by shareholders or manage- ment. 21 The following table shows fees paid to E&Y during each Fund's most recent fiscal year. The information in the column "Audit Fees" shows the amounts paid to E&Y for the audit and review of financial statements of each Fund. The in- formation in the columns "Financial Information Systems Design and Implementa- tion Fees" and "All Other Fees" shows the aggregate amounts paid to E&Y by each Fund, ZSI and all entities controlling, controlled by, or under common control with ZSI that provide services to that Fund. The Audit Committee of each Board I Fund and the Audit and Governance Committee of each Board II Fund have generally considered whether E&Y's receipt of non-audit fees from each Fund, ZSI and all entities controlling, controlled by, or under common control with ZSI that provide services to that Fund is compatible with maintaining E&Y's independence.
Financial Information Audit Systems Design and All Other Fund Fees Implementation Fees Fees(/1/) - ---- ------- --------------------- --------- Kemper Aggressive Growth Fund......... $18,100 -- $ 800 Kemper Blue Chip Fund................. $35,500 -- $ 800 Kemper California Tax-Free Income Fund................................. $65,500 -- $1,400 Kemper Contrarian Fund................ $27,200 -- $ 800 Kemper Floating Rate Fund............. $72,100 -- $ 300 Kemper Florida Tax-Free Income Fund... $ 7,150 -- $ 100 Kemper Growth Fund.................... $65,100 -- $ 800 Kemper High Yield Fund................ $73,600 -- $ 800 Kemper International Research Fund.... $68,400 -- $2,000 Kemper New York Tax-Free Income Fund.. $18,300 -- $ 380 Kemper Retirement Fund--Series III.... $28,800 -- $ 900 Kemper Retirement Fund--Series IV..... $27,800 -- $ 900 Kemper Retirement Fund--Series V...... $29,200 -- $ 900 Kemper Retirement Fund--Series VI..... $16,500 -- $ 500 Kemper Retirement Fund--Series VII.... $12,500 -- $ 400 Kemper Small Cap Value Fund........... $48,800 -- $ 800 Kemper Small Capitalization Equity Fund................................. $54,100 -- $ 800 Kemper Strategic Income Fund.......... $66,100 -- $1,300 Kemper Target 2010 Fund............... $22,000 -- $ 700 Kemper Target 2011 Fund............... $35,800 -- $3,600 Kemper Technology Fund................ $59,400 -- $ 800 Kemper Total Return Fund.............. $72,300 -- $ 800 Kemper U.S. Government Securities Fund................................. $69,100 -- $ 800 Kemper Worldwide 2004 Fund............ $ 7,000 -- $ 190 Kemper-Dreman Financial Services Fund................................. $24,200 -- $ 800 Kemper-Dreman High Return Equity Fund................................. $73,600 -- $ 800 Scudder Focus Growth Fund............. $15,950 -- $ 800 Scudder Research Fund................. $15,950 -- $ 800 Scudder S&P 500 Stock Fund............ $ 9,500 -- $2,800
- ----------- (/1/) In addition to the amounts shown in the table for the Funds, E&Y re- ceived an aggregate amount of $2,785,000, which includes $787,000 for services performed on behalf of the Funds and other ZSI-advised funds and $1,998,000 for services performed for ZSI and other related entities that provide support for the operations of the funds. 22 The Trustees/Directors of each Trust/Corporation unanimously recommend that shareholders of each Fund vote in favor of this Proposal 3. PROPOSAL 4: FOR KEMPER VALUE SERIES, INC., TO APPROVE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION'S ARTICLES OF INCORPORATION The Board of Kemper Value Series, Inc. has approved, and recommends that shareholders approve, a comprehensive amendment and restatement of Kemper Value Series, Inc.'s Articles of Incorporation, as amended and supplemented (the "Articles"). The purpose of the proposed amendment and restatement is to provide Kemper Value Series, Inc. additional flexibility under Maryland law and conform the Articles more consistently with industry practice. A copy of the proposed amendment and restatement of Kemper Value Series, Inc.'s Articles in the form being presented for approval, and as approved by the Board, is set forth as Exhibit C to this Proxy Statement. A summary of the changes that the amendment and restatement will affect are described below. Shareholders of Kemper Value Series, Inc. are urged to review Exhibit C carefully. The Board believes that the proposed amendment and restatement of the Articles is in the best interest of Kemper Value Series, Inc. and its shareholders. If sharehold- ers do not approve the proposed amendment and restatement, the existing Arti- cles will remain in effect. (a) Quorum The Board recommends amending Kemper Value Series, Inc.'s Articles to pro- vide that the presence in person or by proxy of the holders of one-third of the shares of Kemper Value Series, Inc.'s stock entitled to vote would consti- tute a quorum at any meeting of shareholders. Currently, the Articles are si- lent as to the required quorum. Under Maryland law, unless the articles of in- corporation provide otherwise, a majority of all votes entitled to be cast at a shareholders' meeting constitutes a quorum. Establishing that one-third of Kemper Value Series, Inc.'s outstanding shares constitutes a quorum should en- able Kemper Value Series, Inc. to conduct future shareholders' meetings with- out incurring the increased burden and expense of soliciting votes from at least a majority of Kemper Value Series, Inc.'s shares in order to achieve a quorum. The amendment would not affect the number of shares required to adopt proposals under Maryland law or the 1940 Act. (b) Liability of Directors and Officers After Kemper Value Series, Inc. was organized, the Maryland General Corpo- ration Law was revised to permit a Maryland corporation to limit the liability 23 of its directors and officers under certain circumstances. Kemper Value Se- ries, Inc.'s Board has approved, and recommends that shareholders approve, an amendment to Kemper Value Series, Inc.'s Articles to reflect current Maryland law. Maryland law is similar to the laws of most other states, including Dela- ware, which limit the risk of personal liability of corporate directors and, in many cases, officers. These laws respond to concerns about increased liti- gation against corporate directors and officers and resulting increased cost and limited availability of liability insurance for directors and officers. Concerns also have been raised about the willingness of qualified persons to serve as directors and officers and the potential for adverse effects on deci- sion making by persons who serve as directors and officers. The proposed amendment to the Articles would provide that to the fullest extent permitted by Maryland law and the 1940 Act, no Director or officer of Kemper Value Series, Inc. shall have any liability to Kemper Value Series, Inc. or its shareholders for monetary damages. If the proposed amendment is approved by shareholders, subject to the lim- itations described below, Kemper Value Series, Inc.'s Directors and officers would no longer be personally liable for monetary damages in a suit brought by or on behalf of Kemper Value Series, Inc. against the Directors and officers for a breach of their fiduciary duty. The Directors and officers would contin- ue, however, to have personal liability for monetary damages in suits brought by or on behalf of Kemper Value Series, Inc. in circumstances in which the Maryland General Corporation Law or the 1940 Act does not permit their per- sonal liability to be limited, as follows: (a) under the Maryland General Cor- poration Law, to the extent that (i) it is proved that a director or officer received an improper benefit or profit in money, property or services, for the amount of such improper benefit or profit, or (ii) a judgment or other final adjudication adverse to a director or officer is entered in a proceeding based on a finding that his action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; and (b) under the 1940 Act, to the extent that such proposed amendment would be effective to (i) require a waiver of compliance with any provision of the 1940 Act or the Securities Act of 1933, as amended (the "Se- curities Act") or of any valid rule, regulation or order of the SEC under the 1940 Act or the Securities Act, or (ii) protect or purport to protect any Di- rector or officer of Kemper Value Series, Inc. against any liability to Kemper Value Series, Inc. or its shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless dis- regard of the duties involved in the conduct of his office. In circumstances in which the personal liability of directors and officers is limited, claims made by or on behalf of Kemper Value Series, Inc. against them would be lim- ited to equitable remedies such as an injunction. 24 The proposed amendment would apply only to claims against a director or officer arising out of his role as a director or officer, not to his responsi- bilities under other laws. It also will not limit possible liability to third parties (acting in a capacity other than as a stockholder) under tort or con- tract law. If Maryland law is subsequently amended so as to permit further limitation of the monetary liability of directors and officers, then under the proposed amendment such liability will be limited to the fullest extent permitted (but subject to the limitations described above with respect to the 1940 Act or the Securities Act) without further action by Kemper Value Series, Inc.'s share- holders. Kemper Value Series, Inc. is not aware of any proposed or anticipated changes to Maryland law which would affect the personal liability of directors or officers of Maryland corporations. The proposed amendment and restatement of the Articles would assure Directors and officers that its protections could not subsequently be withdrawn with respect to actions arising from events or omissions occurring prior to withdrawal. Under the new provisions, in certain circumstances, Kemper Value Series, Inc. and its shareholders will lose the right to recover monetary damages from the Directors and officers who might otherwise have been found liable for mon- etary damages. In addition, Directors and officers may be entitled to more liberal indemnification from Kemper Value Series, Inc. in suits brought by or in the right of Kemper Value Series, Inc. To the extent that certain claims against directors and officers involving a breach of duty are limited to equi- table remedies, the proposed amendment may result in a reduced likelihood of derivative litigation and may discourage the initiation of suits against di- rectors and officers for breach of their duty of care. No litigation of the type covered by the proposed amendment is currently pending or threatened against any Director or officer of Kemper Value Series, Inc. No occasion has arisen in which Kemper Value Series, Inc. was required to pay any amount in indemnification of any Director or officer of Kemper Value Series, Inc. In addition, although Kemper Value Series, Inc. has not experi- enced difficulty in attracting and retaining highly qualified directors and officers, the Board believes that the proposed amendment will enhance its ability to attract and retain such directors and officers in the future. The Board believes that, in view of the proliferation of litigation against corporate directors and officers in which difficult business judgments are tested with the benefit of hindsight, and the need to attract and retain corporate directors and officers who can make significant corporate decisions in the best interest of Kemper Value Series, Inc. with the reduced threat of personal liability, the proposed amendment is in the best interest of Kemper Value Series, Inc. and its shareholders. Although the current Directors of Kemper Value Series, Inc. may personally benefit from the adoption of this proposed amendment and are thus subject to a conflict of interest in proposing its approval, the Board 25 believes, for the reasons stated above, that approval of this proposed amend- ment is in the best interest of Kemper Value Series, Inc. and its sharehold- ers. (c) Conversion to a Master/Feeder Fund Structure The Board recommends amending Kemper Value Series, Inc.'s Articles to per- mit the Board to determine that the objectives of Kemper Value Series, Inc. would be achieved more efficiently, while retaining its current distribution arrangements, by investing in a master fund in a master/feeder structure as described below, and in that case cause each series to do so without further approval by shareholders. A master/feeder fund structure is one in which a fund (a feeder fund), in- stead of investing directly in a portfolio of securities, invests all of its investment assets in another investment company (the master fund) with sub- stantially the same investment objectives and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds in the master fund in an effort to achieve possible economies of scale and effi- ciencies in portfolio management, while preserving separate identities, man- agement and/or distribution channels at the feeder fund level. An existing fund could convert to a feeder fund by selling all of its investments, which involves brokerage and other transaction costs and the realization of taxable gain or loss, or by contributing its assets to the master fund and avoiding transaction costs and, if proper procedures are followed, the realization of taxable gain or loss. In this regard, the Maryland General Corporation Law permits a Maryland corporation, at the discretion of its board of directors, to transfer its as- sets to an entity or entities of which all of the equity interests are owned by the transferring corporation. This provision would permit Kemper Value Se- ries, Inc. to convert any of its existing funds into a feeder fund by contrib- uting fund assets to an entity or entities owned by Kemper Value Series, Inc., at such time as the Board deems such a transfer to be advisable. The Board, having determined to amend and restate the Articles to make this discretionary power express, has adopted the following resolutions: RESOLVED, that Kemper Value Series, Inc.'s Articles of Incorporation be amended to add the following article: Kemper Value Series, Inc. shall be empowered to transfer some or all of its assets to any entity or entities of which all of the equity interests are owned by Kemper Value Series, Inc. at the time of transfer for the purpose of creating a master-feeder or similar structure in accordance with the Investment Company Act of 1940, as amended, the precise structure of such transfer of assets to be determined by action of Kemper Value Se- ries, Inc.'s 26 Board of Directors as constituted at the time such Board of Directors deems any such transfer to be advisable; and RESOLVED FURTHER, that the Board of Directors declares such amendment to be advisable and directs that the proposed amendment be submitted for con- sideration at the special meeting of shareholders of Kemper Value Series, Inc. to be held on May 24, 2001. A master fund must have the identical investment objective and substan- tially the same investment policies as its feeder funds. This means that the assets of the master fund are invested in the same types of securities in which its feeder funds are authorized to invest. ZSI believes that, generally, the larger the pool of assets being managed the more efficiently and cost-effectively it can be managed. Because a master fund pools the assets of multiple feeder funds, it provides an effective means of creating larger asset pools. Whether the Board would exercise its discre- tionary authority to convert a fund to a master/feeder fund structure would depend upon the existence of appropriate opportunities to pool the fund's as- sets with those of other feeder funds. The primary motivation for considering a master/feeder fund structure is to seek to achieve possible economies of scale and efficiencies in portfolio management, while preserving separate identities, management and/or distribution channels at the feeder level. The Directors' decision to convert a fund would be based upon their determination that it would be in the best interest of both the fund and its shareholders. A feeder fund can withdraw its investment in a master fund at any time if its board determines that it is in the best interest of the shareholders to do so or if the investment policies or restrictions of the master fund were changed so that they were inconsistent with the policies and restrictions of the feeder fund. Upon any such withdrawal, the board of the fund would con- sider what action might be taken, including the investment of all of the as- sets of the fund in another pooled investment entity having substantially the same investment objectives and policies as the fund or the investment of the fund's assets directly in accordance with its investment objective and poli- cies. (d) Operational Matters The proposed amendment and restatement would set forth in greater detail the manner in which Kemper Value Series, Inc. conducts it operations. In par- ticular, the proposed amendment would expressly provide that the Board may classify or reclassify any unissued shares of Kemper Value Series, Inc. into separate series or classes. The proposed amendment would also provide for cer- tain other non-material operational changes. If the proposed amendment is ap- proved by the shareholders, it is anticipated that the day-to-day operations of 27 Kemper Value Series, Inc. would be substantially the same as its current oper- ations, but such amendment will bring Kemper Value Series, Inc.'s Articles in line with industry standards. The Directors of Kemper Value Series, Inc. unanimously recommend that shareholders of Kemper Contrarian Fund, Kemper-Dreman High Return Equity Fund and Kemper Small Cap Value Fund vote in favor of this Proposal 4. ADDITIONAL INFORMATION Proxy Solicitation The cost of preparing, printing and mailing the enclosed proxy card(s) and Proxy Statement, and all other costs incurred in connection with the solicita- tion of proxies, including any additional solicitation made by letter, tele- phone or telegraph for each Fund is set forth in Appendix 5. In addition to solicitation by mail, certain officers and representatives of each Trust/Corporation, officers and employees of ZSI and certain financial serv- ices firms and their representatives, who will receive no extra compensation for their services, may solicit proxies by telephone, telegram or personally. Any shareholder giving a proxy has the power to revoke it by mail (ad- dressed to the Secretary at the principal executive office of the applicable Trust/Corporation, c/o Zurich Scudder Investments, Inc., at the address for the Trust/Corporation shown at the beginning of this Proxy Statement) or in person at a Meeting, by executing a superseding proxy or by submitting a no- tice of revocation to the applicable Fund. All properly executed proxies re- ceived in time for the Meetings will be voted as specified in the proxy or, if no specification is made, in favor of each Proposal referred to in the Proxy Statement. For each of Kemper Aggressive Growth Fund, Kemper Blue Chip Fund, Kemper Growth Fund, Kemper High Yield Series, Kemper Small Capitalization Equity Fund, Kemper State Tax-Free Income Series, Kemper Strategic Income Fund, Kem- per Target Equity Fund, Kemper Technology Fund, Kemper Total Return Fund and Kemper U.S. Government Securities Fund, the presence at a Meeting, in person or by proxy, of the holders of at least 30% of the shares entitled to be cast of such Trust (for a Trust-wide vote), Fund (for a Fund-wide vote) or Class (for a Class-wide vote) shall be necessary and sufficient to constitute a quo- rum for the transaction of business. For each of Kemper Equity Trust, Kemper Floating Rate Fund, Kemper Global/International Series, Inc. and Scudder In- vestors Trust, the presence at a Meeting, in person or by proxy, of the hold- ers of at least one-third of the shares entitled to be cast of such Trust or Corporation (for a Trust- or Corporation-wide vote), Fund (for a Fund-wide vote) or Class (for a Class-wide vote) shall be necessary and sufficient to con- 28 stitute a quorum for the transaction of business. For Kemper Value Series, Inc., the presence at the Meeting, in person or by proxy, of the holders of a majority of the shares entitled to be cast of such Corporation (for a Corpora- tion-wide vote), Fund (for a Fund-wide vote) or Class (for a Class-wide vote) shall be necessary and sufficient to constitute a quorum for the transaction of business. In the event that the necessary quorum to transact business or the vote required to approve any Proposal is not obtained at a Meeting with respect to one or more Trusts/Corporations, Funds or Classes, the persons named as proxies may propose one or more adjournments of the Meeting in accor- dance with applicable law to permit further solicitation of proxies with re- spect to the Proposal that did not receive the vote necessary for its passage or to obtain a quorum. Any such adjournment as to a matter will require the affirmative vote of the holders of a majority of the concerned Trust's or Cor- poration's (for a Trust- or Corporation-wide vote), Fund's (for a Fund-wide vote) or Class' (for a Class-wide vote) shares present in person or by proxy at a Meeting. The persons named as proxies will vote in favor of any such ad- journment those proxies which they are entitled to vote in favor of that Pro- posal and will vote against any such adjournment those proxies to be voted against that Proposal. For purposes of determining the presence of a quorum for transacting business at a Meeting, abstentions and broker "non-votes" will be treated as shares that are present but which have not been voted. Broker non-votes are proxies received by a Fund from brokers or nominees when the broker or nominee has neither received instructions from the beneficial owner or other persons entitled to vote nor has discretionary power to vote on a particular matter. Accordingly, shareholders are urged to forward their voting instructions promptly. Approval of Proposal 1, with respect to each Trust/Corporation, requires the affirmative vote of a plurality of the shares of that Trust/Corporation voting at a Meeting and, where applicable, at the special meeting(s) of the other series of the Trusts/Corporations (i.e., the twelve nominees receiving the greatest number of votes will be elected). Shareholders of all series of each multi-series Trust/Corporation will meet separately on May 24, 2001 and the vote on Trustees/Directors of the Trust/Corporation and related quorum and adjournment requirements will be determined based upon the results of the vot- ing of shares of each series of such Trust/Corporation, voting as a single class. Please see Appendix 6 for the outstanding shares of all the series of each multi-series Trust/Corporation. Approval of Proposal 2, with respect to each Class, requires the affirmative vote of a "majority of the outstanding voting securities" of the Class. The term "majority of the outstanding voting securities," as defined in the 1940 Act, and as used in connection with Pro- posal 2, means: the affirmative vote of the lesser of (1) 67% of the voting securities of the Class present at a Meeting if more than 50% of the outstand- ing voting securities of the Class 29 are present in person or by proxy or (2) more than 50% of the outstanding vot- ing securities of the Class. Approval of Proposal 3, with respect to each Fund, requires the affirmative vote of a majority of the shares of that Fund voting at a Meeting. Approval of Proposal 4 requires the affirmative vote of the holders of a majority of the outstanding shares of Kemper Value Series, Inc. Abstentions and broker non-votes will not be counted in favor of, but will have no other effect on, the vote for Proposals 1 and 3, and will have the ef- fect of a "no" vote on Proposals 2 and 4. Shareholders of each Trust/Corporation will vote separately with respect to Proposal 1. Sharehold- ers of each concerned Class will vote separately with respect to Proposal 2. Shareholders of each Fund will vote separately with respect to Proposal 3. Shareholders of all series of Kemper Value Series, Inc. will vote together with respect to Proposal 4. Holders of record of the shares of each Fund at the close of business on March 5, 2001, as to any matter on which they are entitled to vote, will be entitled to one vote per share on all business of a Meeting. The table pro- vided in Appendix 6 hereto sets forth the number of shares outstanding for each Class of each Fund and each other series of each multi-series Trust or Corporation as of February 5, 2001. Appendix 7 hereto sets forth the beneficial owners of more than 5% of each Class of each Fund's shares, as well as the beneficial owners of more than 5% of each class of each other series of each Trust/Corporation. To the best of each Trust's/Corporation's knowledge, as of December 31, 2000, no person owned beneficially more than 5% of any Class of a Fund's outstanding shares, except as stated in Appendix 7. Appendix 8 hereto sets forth the number of shares of each series of each Trust/Corporation owned directly or beneficially by the Trustees/Directors of the relevant Board and by the nominees for election. Shareholder Communications Corporation ("SCC") has been engaged to assist in the solicitation of proxies, at an estimated cost of $474,057.70. As the Meeting date approaches, certain shareholders of a Fund may receive a tele- phone call from a representative of SCC if their votes have not yet been re- ceived. Authorization to permit SCC to execute proxies may be obtained by tel- ephonic or electronically transmitted instructions from shareholders of a Fund. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. The Trustees/Directors believe that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined. 30 In all cases where a telephonic proxy is solicited, the SCC representative is required to ask for each shareholder's full name and address, or the last four digits of the shareholder's social security or employer identification number, or both, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the SCC representative is required to ask for the person's title and confirma- tion that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to SCC, then the SCC representative has the responsibility to explain the process, read the Proposals on the proxy card, and ask for the shareholder's instructions on the Proposals. Although the SCC representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in the Proxy Statement. SCC will record the shareholder's instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call SCC immediately if his or her in- structions are not correctly reflected in the confirmation. Shareholders may also provide their voting instructions through telephone touch-tone voting or Internet voting. These options require shareholders to input a control number which is located on each voting instruction card. After inputting this number, shareholders will be prompted to provide their voting instructions on the Proposals. Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will also receive an e-mail confirm- ing their instructions upon request. If a shareholder wishes to participate in a Meeting, but does not wish to give a proxy by telephone or electronically, the shareholder may still submit the proxy card(s) originally sent with the proxy statement or attend in per- son. Should shareholders require additional information regarding the proxy or replacement proxy card(s), they may contact SCC toll-free at 1-800-605-1203. Any proxy given by a shareholder is revocable until voted at a Meeting. Principal Underwriter and Administrator KDI, 222 South Riverside Plaza, Chicago, Illinois 60606, is the principal underwriter and administrator for each Fund. Proposals of Shareholders Shareholders wishing to submit proposals for inclusion in a proxy state- ment for a shareholder meeting subsequent to the Meetings, if any, should send 31 their written proposals to the Secretary of the applicable Trust/Corporation, c/o Zurich Scudder Investments, Inc., at the address for the Trust/Corporation shown at the beginning of this Proxy Statement, within a reasonable time be- fore the solicitation of proxies for such meeting. The timely submission of a proposal does not guarantee its inclusion. Other Matters To Come Before the Meeting No Trustee/Director is aware of any matters that will be presented for ac- tion at a Meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares repre- sented by such proxy the discretionary authority to vote the shares as to any such other matters in accordance with their best judgment in the interest of each Trust/Corporation and/or Fund. PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) (OR TAKE ADVANTAGE OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES) PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. By Order of the Boards, /s/ Maureen E. Kane Maureen E. Kane Secretary 32 EXHIBIT A Fund: [Name of Fund] (the "Fund") Series: [Name of Series] (the "Series") Class: Class A (the "Class") FORM OF RULE 12b-1 PLAN Pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940 (the "Act"), this Rule 12b-1 Plan (the "Plan") has been adopted for the Fund, on behalf of the Series, for the Class (all as noted and defined above) by a majority of the members of the Fund's Board of [Trustees/Directors] including a majority of the [trustees/directors] who are not "interested persons" of the Fund and who have no direct or indirect finan- cial interest in the operation of the Plan or in any agreements related to the Plan (the "Qualified Board Members") at a meeting called for the purpose of voting on this Plan. 1. Services. Pursuant to the terms of a Shareholder Services Agreement (the "Services Agreement"), Kemper Distributors, Inc. ("KDI") provides in- formation and administrative services for the benefit of the Fund and its shareholders. This Plan authorizes the Fund to pay KDI the administrative services fee computed at an annual rate of up to 0.25 of 1% of the average daily net assets of the Class, as set forth in the Services Agreement. As described in the Services Agreement, KDI may use the administrative serv- ices fee to compensate various financial services firms ("Firms") for pro- viding such office space and equipment, telephone facilities, personnel or other services as may be necessary or beneficial for providing information and services to investors in the Fund. Such services and assistance may include, but are not limited to, establishing and maintaining accounts and records, processing purchase and redemption transactions, answering rou- tine inquiries regarding the Fund and its special features, providing as- sistance to investors in changing dividend and investment options, account designations and addresses, and such other administrative services as the Fund or KDI may reasonably request. 2. Periodic Reporting. KDI shall prepare reports for the Board of [Trustees/Directors] on a quarterly basis for the Class showing amounts paid to the various Firms pursuant to this Plan, the Services Agreement and any other related agreement, the purpose for such expenditure, and such other information as from time to time shall be reasonably requested by the Board of [Trustees/Directors]. 3. Continuance. This Plan shall continue in effect indefinitely, pro- vided that such continuance is approved at least annually by a vote of a A-1 majority of the [trustees/directors], and of the Qualified Board Members, cast in person at a meeting called for such purpose. 4. Termination. This Plan may be terminated at any time without penalty with respect to the Class by vote of a majority of the Qualified Board Members or by vote of the majority of the outstanding voting securities of the Class. 5. Amendment. This Plan may not be amended to materially increase the amount payable to KDI by the Fund for its services under the Services Agreement with respect to the Class without the vote of a majority of the outstanding voting securities of the Class. All material amendments to this Plan must in any event be approved by a vote of a majority of the Board, and of the Qualified Board Members, cast in person at a meeting called for such purpose. 6. Selection of Non-Interested [Trustees/Directors]. So long as this Plan is in effect, the selection and nomination of those [trustees/directors] who are not interested persons of the Fund will be committed to the discretion of [trustees/directors] who are not themselves interested persons. 7. Recordkeeping. The Fund will preserve copies of this Plan, the Serv- ices Agreement and all reports made pursuant to Paragraph 2 above for a period of not less than six (6) years from the date of this Plan, the Services Agreement or any such report, as the case may be, the first two (2) years in an easily accessible place. 8. Limitation of Liability. Any obligation of the Fund hereunder shall be binding only upon the assets of the Class and shall not be binding on any [trustee/director], officer, employee, agent, or shareholder of the Fund. [Neither the authorization of any action by the trustees or share- holders of the Fund nor the adoption of the Plan on behalf of the Fund shall impose any liability upon any trustee or upon any shareholder.] 9. Definitions. The terms "interested person" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the Act and the rules and regulations thereunder. 10. Severability; Separate Action. If any provision of this Plan shall be held or made invalid by a court decision, rule or otherwise, the re- mainder of this Plan shall not be affected thereby. Action shall be taken separately for the Series or Class as the Act or the rules thereunder so require. (Dated July 1, 2001) A-2 EXHIBIT B Fund: [Name of Fund] (the "Fund") Series: [Name of Series] (the "Series") Class: Class B/C (the "Class") FORM OF AMENDED AND RESTATED RULE 12b-1 PLAN FOR CLASS B AND CLASS C Pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940 (the "Act"), this Rule 12b-1 Plan (the "Plan") has been adopted for the Fund, on behalf of the Series, for the Class (all as noted and defined above) by a majority of the members of the Fund's Board of [Trustees/Directors], including a majority of the [trustees/directors] who are not "interested persons" of the Fund and who have no direct or indirect finan- cial interest in the operation of the Plan or in any agreements related to the Plan (the "Qualified Board Members") at a meeting called for the purpose of voting on this Plan. 1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI") at the end of each calendar month a distribution services fee computed at the annual rate of 0.75% of average daily net assets attributable to the Class. KDI may compensate various financial services firms ("Firms") ap- pointed by KDI in accordance with the provisions of the Fund's Underwrit- ing and Distribution Services Agreement (the "Distribution Agreement") for sales of shares at the fee levels provided in the Fund's prospectus from time to time. KDI may pay other commissions, fees or concessions to Firms, and may pay them to others in its discretion, in such amounts as KDI may determine from time to time. The distribution services fee for the Class shall be based upon the average daily net assets of the Series attribut- able to the Class and such fee shall be charged only to that Class. For the month and year in which this Plan becomes effective or terminates, there shall be an appropriate proration of the distribution services fee set forth herein on the basis of the number of days that the Plan, the Distribution Agreement and any agreement related to the Plan is in effect during the month and year, respectively. The distribution services fee shall be in addition to and shall not be reduced or offset by the amount of any contingent deferred sales charge received by KDI. 2. Additional Services. Pursuant to the terms of a Shareholder Services Agreement (the "Services Agreement"), KDI provides information and admin- istrative services for the benefit of the Fund and its shareholders. This Plan authorizes the Fund to pay KDI the administrative services fee com- puted at an annual rate of up to 0.25 of 1% of the average daily net as- sets of the Class, as set forth in the Services Agreement. As described in the Services Agreement, KDI may use the administrative services fee to B-1 compensate various Firms for providing such office space and equipment, telephone facilities, personnel or other services as may be necessary or beneficial for providing information and services to investors in the Fund. Such services and assistance may include, but are not limited to, establishing and maintaining accounts and records, processing purchase and redemption transactions, answering routine inquiries regarding the Fund and its special features, providing assistance to investors in changing dividend and investment options, account designations and addresses, and such other administrative services as the Fund or KDI may reasonably re- quest. 3. Periodic Reporting. KDI shall prepare reports for the Board of [Trustees/Directors] on a quarterly basis for the Class showing amounts paid to the various Firms pursuant to this Plan, the Services Agreement and any other related agreement, the purpose for such expenditure, and such other information as from time to time shall be reasonably requested by the Board of [Trustees/Directors]. 4. Continuance. This Plan shall continue in effect indefinitely, pro- vided that such continuance is approved at least annually by a vote of a majority of the [trustees/directors], and of the Qualified Board Members, cast in person at a meeting called for such purpose. 5. Termination. This Plan may be terminated at any time without penalty with respect to the Class by vote of a majority of the Qualified Board Members or by vote of the majority of the outstanding voting securities of the Class. 6. Amendment. This Plan may not be amended to materially increase the amount payable to KDI by the Fund either for distribution services or for services under the Services Agreement with respect to the Class without the vote of a majority of the outstanding voting securities of the Class. All material amendments to this Plan must in any event be approved by a vote of a majority of the Board of [Trustees/Directors], and of the Quali- fied Board Members, cast in person at a meeting called for such purpose. 7. Selection of Non-Interested [Trustees/Directors]. So long as this Plan is in effect, the selection and nomination of those [trustees/directors] who are not interested persons of the Fund will be committed to the discretion of [trustees/directors] who are not themselves interested persons. 8. Recordkeeping. The Fund will preserve copies of this Plan, the Dis- tribution Agreement, the Services Agreement and all reports made pursuant to Paragraph 3 above for a period of not less than six (6) years from the date of this Plan, the Distribution Agreement, the Services Agreement B-2 or any such report, as the case may be, the first two (2) years in an eas- ily accessible place. 9. Limitation of Liability. Any obligation of the Fund hereunder shall be binding only upon the assets of the Class and shall not be binding on any [trustee/director], officer, employee, agent, or shareholder of the Fund. [Neither the authorization of any action by the trustees or share- holders of the Fund nor the adoption of the Plan on behalf of the Fund shall impose any liability upon any trustee or upon any shareholder.] 10. Definitions. The terms "interested person" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the Act and the rules and regulations thereunder. 11. Severability; Separate Action. If any provision of this Plan shall be held or made invalid by a court decision, rule or otherwise, the re- mainder of this Plan shall not be affected thereby. Action shall be taken separately for the Series or Class as the Act or the rules thereunder so require. (Dated July 1, 2001) B-3 EXHIBIT C KEMPER VALUE SERIES, INC. ARTICLES OF AMENDMENT AND RESTATEMENT Kemper Value Series, Inc., a Maryland corporation (hereinafter called the "Corporation") registered as an open-end investment company under the Invest- ment Company Act of 1940, as amended (the "Investment Company Act"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST The Corporation desires to amend and restate its Charter as currently in effect pursuant to these Articles of Amendment and Restatement. These Articles of Amendment and Restatement set forth every Charter provision currently in effect. SECOND The Charter of the Corporation is hereby amended by striking in the en- tirety Articles FIRST through TENTH, inclusive, and by substituting in lieu thereof the following: FIRST: The name of the Corporation is KEMPER VALUE SERIES, INC. SECOND: The purpose for which the Corporation is formed is to operate as an investment company and to exercise all of the powers and to do any and all of the things as fully and to the same extent as any other corporation incor- porated under the laws of the State of Maryland, now or hereinafter in force, including, without limitation, the following: 1. To purchase, hold, invest and reinvest in, sell, exchange, transfer, mortgage, and otherwise acquire and dispose of securities of every kind, character and description. 2. To exercise all rights, powers and privileges with reference to or incident to ownership, use and enjoyment of any of such securities, in- cluding, but without limitation, the right, power and privilege to own, vote, hold, purchase, sell, negotiate, assign, exchange, transfer, mort- gage, pledge or otherwise deal with, dispose of, use, exercise or enjoy any rights, title, interest, powers or privileges under or with reference to any, of such securities; and to do any and all acts and things for the preserva- C-1 tion, protection, improvement and enhancement in value of any of such se- curities. 3. To purchase or otherwise acquire, own, hold, sell, exchange, assign, transfer, mortgage, pledge or otherwise dispose of, property of all kinds. 4. To buy, sell, mortgage, encumber, hold, own, exchange, rent or other- wise acquire and dispose of, and to develop, improve, manage, subdivide, and generally to deal and trade in real property, improved and unimproved, and wheresoever situate; and to build, erect, construct, alter and main- tain buildings, structures, and other improvements on real property. 5. To borrow or raise moneys for any of the purposes of the Corporation, and to mortgage or pledge the whole or any part of the property and fran- chises of the Corporation, real, personal, and mixed, tangible or intangi- ble, and wheresoever situate. 6. To enter into, make and perform contracts and undertakings of every kind for any lawful purpose, without limit as to amount. 7. To issue, purchase, sell and transfer, reacquire, hold, trade and deal in, to the extent permitted under the General Corporation Law of the State of Maryland, capital stock, bonds, debentures and other securities of the Corporation, from time to time, to such extent as the Board of Di- rectors shall, consistent with the provisions of these Articles of Amend- ment and Restatement, determine; and to repurchase, re-acquire and redeem, to the extent permitted under the General Corporation Law of the State of Maryland, from time to time, the shares of its own capital stock, bonds, debentures and other securities. The foregoing clauses shall each be construed as purposes, objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific purposes, objects and power shall not be held to limit or restrict in any manner the powers of the Corporation, and that they are in furtherance of, and in addition to, and not in limitation of, the general powers conferred upon the Corporation by the laws of the State of Maryland or otherwise; nor shall the enumeration of one thing be deemed to exclude another, although it be of like nature, not expressed. THIRD: The post office address of the principal office of the Corporation in the State of Maryland is: c/o The Corporation Trust, Incorporated 300 East Lombard Street Baltimore, Maryland 21202 C-2 The name and post office address of the initial resident agent of the Cor- poration in the State of Maryland is: The Corporation Trust, Incorporated 300 East Lombard Street Baltimore, Maryland 21202 FOURTH: Capital Stock. (1) Authorized Shares. The total number of shares of stock which the Cor- poration shall have authority to issue is Three Billion, Forty Million (3,040,000,000) shares of common stock, with a par value of one cent ($0.01) per share, to be known and designated as common stock. The aggregate par value of such common stock is Thirty Million, Four Hundred Thousand Dollars ($30,400,000). (2) Authorization of Stock Issuance. Subject to the provisions of these Articles of Amendment and Restatement, the Board of Directors shall have the power to issue shares of common stock of the Corporation from time to time, at a price not less than the par value thereof, or for such consideration as may be fixed from time to time pursuant to the direction of the Board of Direc- tors. (3) Power to Classify. Pursuant to Section 2-105 of the Maryland General Corporation Law (the "MGCL"), the Board of Directors of the Corporation shall have the power to classify or reclassify any unissued shares of common stock into one or more additional or other series or classes as may be established from time to time (subject to any applicable rule, regulation or order of the Securities and Exchange Commission or other applicable law or regulation) by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, quali- fications or terms and conditions of redemption of such shares of stock. Pur- suant to the aforesaid power of the Board of Directors, the Corporation's three billion, forty million (3,040,000,000) shares of common stock are desig- nated and classified into three series each with four classes as follows: (a) Kemper Contrarian Fund. Three hundred twenty million (320,000,000) shares are classified as Kemper Contrarian Fund Class A Shares; three hun- dred twenty million (320,000,000) shares are classified as Kemper Contrarian Fund Class B Shares; eighty million (80,000,000) shares are classified as Kemper Contrarian Fund Class C Shares; and eighty million (80,000,000) shares are classified as Kemper Contrarian Fund Class I Shares; (b) Kemper-Dreman High Return Equity Fund. Five hundred sixty million (560,000,000) shares are classified as Kemper-Dreman High Return Equity Fund Class A Shares; five hundred sixty million (560,000,000) C-3 shares are classified as Kemper-Dreman High Return Equity Fund Class B Shares; one hundred forty million (140,000,000) shares are classified as Kemper-Dreman High Return Equity Fund Class C Shares; and one hundred forty million (140,000,000) shares are classified as Kemper-Dreman High Return Equity Fund Class I Shares; and (c) Kemper Small Cap Value Fund. Three hundred twenty million (320,000,000) shares are classified as Kemper Small Cap Value Fund Class A Shares; three hundred twenty million (320,000,000) shares are classified as Kemper Small Cap Value Fund Class B Shares; eighty million (80,000,000) shares are classified as Kemper Small Cap Value Fund Class C Shares; eighty million (80,000,000) shares are classified as Kemper Small Cap Value Fund Class I Shares; and forty million (40,000,000) are classified as Kemper Small Cap Value Fund Class S shares. Such series and classes of common stock, together with any further series or classes of common stock created by the Board of Directors, are referred to herein individually as a "series" or a "class," and collectively as "series" or "classes." At any time when there are no shares outstanding or subscribed for a par- ticular series or class previously established and designated herein or by the Board of Directors, the series or class may be liquidated by similar means. Each share of a series or class shall have equal rights with each other share of that series or class with respect to the assets of the Corporation pertain- ing to that series or class. The dividends payable to the holders of any se- ries or class (subject to any applicable rule, regulation or order of the Se- curities and Exchange Commission or any other applicable law or regulation) shall be determined by the Board and need not be individually declared, but may be declared and paid in accordance with a formula adopted by the Board. Except as otherwise provided herein, all references in these Articles of Amendment and Restatement to common stock or series or classes of stock shall apply without discrimination to the shares of each series or class of stock. (4) Series and Classes--General. The relative preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, quali- fications, and terms and conditions of redemption of each series or class of stock of the Corporation shall be as follows, unless otherwise provided in Ar- ticles Supplementary hereto: (a) Voting Rights. The holder of each share of stock of the corporation shall be entitled to one vote for each full share, and a fractional vote for each fractional share of stock, irrespective of the series or class then standing in his or her name in the books of the Corporation. On any matter submitted to a vote of shareholders, all shares of the Corporation then C-4 issued and outstanding and entitled to vote, irrespective of the series or class, shall be voted in the aggregate and not by series or class except (1) when the MGCL or the Investment Company Act requires that a series or class or series or classes vote separately with respect to a given matter, the separate voting requirements of the applicable law shall govern with respect to the affected series or classes and other series and classes shall vote as a single class; and (2) unless otherwise required by those laws, no series or class shall vote on any matter that does not affect the interests of that series or class. Holders of shares of stock of the cor- poration shall not be entitled to cumulative voting in the election of di- rectors or on any other matter. (b) Assets Belonging to Series or Class. All consideration received by the Corporation for the issue of sale of stock of each series or class, together with all assets, income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such assets and proceeds in whatever form the same may be, shall irrevocably belong to that series or class for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Corporation. Such consideration assets, income, earnings, profits and proceeds, together with any General Asset Items (defined below) allocated to that series or class as provided in the following sentence, are herein referred to as "assets belonging to" such series or class. In the event that there are any assets, income, earnings, profits or proceeds which are not readily identifiable as belonging to any particular series or class (collectively, "General Asset Items"), such General Asset Items shall be allocated by or under the direction of the Board of Directors to and among any one or more of the series and classes established and designated from time to time in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable, and any General Asset Items so allocated to a particular series or class shall belong to that series or class. Each such allocation by or under the direction of the Board of Directors shall be conclusive and binding for all purposes. (c) Dividends and Distributions. The Board of Directors may from time to time declare and pay dividends or distributions, in stock or in cash, on any or all series or classes of stock; provided, such dividends or distri- butions on shares of any series or class of stock shall be paid only out of earnings, surplus, or other lawfully available assets belonging to such series or class. The Board of Directors shall have the power in its discretion to dis- tribute to the shareholders of the Corporation or to the shareholders of any C-5 series or class thereof in any fiscal year as dividends, including divi- dends designated in whole or in part as capital gain distributions, amounts sufficient, in the opinion of the Board of Directors, to enable the corporation or any series or class thereof to qualify as a "regulated investment company" under the Internal Revenue Code of 1986, as amended, or any successor or comparable statute thereto, and regulations promul- gated thereunder (collectively, the "IRC"), and to avoid liability of the corporation or any series or class thereof for Federal income tax in re- spect of that year and to make other appropriate adjustments in connection therewith. (d) Liquidation. In the event of the liquidation or dissolution of the Corporation, or of a series or class thereof, the shareholders of each se- ries and class of the Corporation or the shareholders of the series or class that is being liquidated, shall be entitled to receive, when and as declared by the Board of Directors, the excess of the assets belonging to that series or class over the liabilities belonging to that series or class. The assets so distributable to the shareholders of any particular series or class shall be distributed among such shareholders in proportion to the number of shares of such series or class held by them and recorded on the books of the Corporation. (e) Liabilities Belonging to Series or Class. The assets belonging to any series or class of stock shall be charged with the liabilities of the Corporation in respect to that series or class and with all expenses, costs, charges and reserves attributable to that series or class, and shall be so recorded upon the books of account of the Corporation. Such liabilities, expenses, costs, charges and reserves, together with any Gen- eral Liability Items (defined below) allocated and charged to a series or class as provided in the following sentence, are herein referred to as "liabilities belonging to" that series or class. In the event that there are any general liabilities, expenses, costs, charges or reserves of the Corporation which are not readily identifiable as belonging to any partic- ular series or class (collectively, "General Liability Items"), such Gen- eral Liability Items shall be allocated by or under the direction of the Board of Directors to and among any one or more of the series and classes established and designated from time to time in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable, and any General Liability Items so allocated and charged to a particular series or class shall belong to that series or class. Each such allocation by or under the direction of the Board of Directors shall be conclusive and binding for all purposes. (f) Net Asset Value. The net asset value per share of any series or class of common stock shall be the quotient obtained by dividing the C-6 value of the net assets of that series or class (being the value of the assets belonging to that series or class less the liabilities belonging to that series or class) by the total number of shares of that series or class outstanding, all as determined by or under the direction of the Board of Directors in accordance with Investment Company Act. Subject to the applicable provisions of the Investment Company Act, the Board of Di- rectors, in its sole discretion, may prescribe and shall set forth in the By-Laws of the Corporation or in a duly adopted resolution of the Board of Directors, such bases and times for determining the value of the assets and/or liabilities belonging to, and the net asset value per share of out- standing shares of, each series and class, as the Board of Directors deems necessary or desirable. Each such determination shall conclusive and bind- ing for all purposes. (g) Conversion or Exchange Rights. Subject to compliance with the re- quirements of the Investment Company Act, the Board of Directors shall have the authority to provide that holders of shares of any series or class of stock shall have the right to convert or exchange said shares into shares of one or more other series or classes in accordance with such requirements and procedures as may be established by the Board of Direc- tors. In addition, the Class B Shares of each series of the Corporation shall be convertible into Class A Shares of the same series on such terms and subject to such provisions as the Board of Directors may from time to time establish in accordance with the Investment Company Act of 1940. (h) No Preemptive Rights. The holders of the shares of common stock or other securities of the Corporation shall have no preemptive rights to subscribe to new or additional shares of its common stock or other securities. (i) Quorum. The presence in person or by proxy of the holders of one- third of the shares of all series and classes issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business at all meetings of the shareholders except as otherwise provided by the Investment Company Act or other applicable law, and except that where the holders of shares of any series or class are entitled to a sepa- rate vote as a series or class (a "Separate Class"), or where the holders of shares of two or more (but not all) series or classes are required to vote as a single class (a "Combined Class"), the presence in person or by proxy of the holders of one-third of the shares of that Separate Class or Combined Class, as the case may be, issued and outstanding and entitled to vote thereat, shall constitute a quorum for such vote. (j) Redemption. (1) Each holder of shares of a particular series or class of the Corpo- ration's common stock shall be entitled to require the Corporation to re- C-7 deem all or any part of the shares of that series or class standing in the name of the holder upon the books of the Corporation, at a redemption price per share determined pursuant to (j)(3) below. Notwithstanding the foregoing, the Corporation may postpone the date of payment of the redemp- tion price and may suspend the right of the holders of any series or class to require the Corporation to redeem shares of that series or class during any period or at any time when and to the extent permissible by the In- vestment Company Act or other applicable law. (2) All shares of all series and classes shall be redeemable at the op- tion of the Corporation. In accordance with the Investment Company Act or other applicable law, the Board of Directors may by resolution from time to time authorize the Corporation to require the redemption of all or any part of the outstanding shares of any series or class upon the sending of written notice thereof to each holder whose shares are to be redeemed, and upon such terms and conditions as the Board of Directors, in its sole dis- cretion, deems advisable. (3) The redemption price per share of a series or class of common stock shall be the net asset value per share of that series or class determined by or under the direction of the Board of Directors from time to time in accordance with the Investment Company Act or other applicable law, less such redemption fee or sales charges, if any, as may be established by the Board of Directors in its sole discretion and in accordance with the In- vestment Company Act or other applicable law. Payment of the redemption price shall be made in cash at such time and in such manner as may be de- termined by the Board of Directors from time to time in accordance with the Investment Company Act or other applicable law; provided, however, that if the Board of Directors determines, which determination shall be conclusive and binding for all purposes, that conditions exist which make payment wholly in cash unwise or undesirable, the Corporation may, to the extent and in the manner permitted by the Investment Company Act or other applicable law, make payment wholly or partly in securities or other as- sets belonging to the series or class of which the shares being redeemed are a part, at the value of such securities or assets used in such deter- mination of net asset value. (k) Classes. Unless otherwise expressly provided for hereunder or here- after in any Articles Supplementary creating any additional class of any series of shares, each class of each series shall be identical in all re- spects, except each class of each series may be issued and sold subject to such different sales loads or charges, whether initial, deferred or con- tingent, or any combination thereof, and to such different expenses and fees (including, without limitation, distribution expenses under a Rule C-8 12b-1 plan, administrative expenses under an administrative or service agreement, plan or other arrangement, and other administrative, record keeping, redemption, service or other fees, however designated), and to such different account size requirements, as the Board of Directors may from time to time establish in accordance with the Investment Company Act and other applicable law. FIFTH: The number of directors of the Corporation shall be such number as may from time to time be fixed by the By-Laws of the Corporation or pursuant to authorization contained in such By-Laws; provided, notwithstanding anything herein to the contrary, the board of directors shall initially consist of three (3) directors until such time as the number of directors is fixed as stated above. The names of the directors who are currently in office and who shall act as such until their successors are duly elected and qualified are as follows: [NAMES OF CURRENT DIRECTORS TO BE ADDED AFTER ELECTION] SIXTH: Subject to the Investment Company Act, and notwithstanding any pro- vision of Maryland law requiring the authorization of any action by a greater proportion than a majority of the total number of shares of all series and classes of common stock, or of the total number of shares of any particular series or class or series or classes of common stock entitled to vote sepa- rately, such action shall be valid and effective if authorized by the affirma- tive vote of the holders of a majority of the total number of shares of all series and classes outstanding and entitled to vote thereon, or of the series or class or series or classes entitled to vote separately thereon, as the case may be. SEVENTH: The duration of the Corporation shall be perpetual. EIGHTH: The Corporation expressly reserves the right to amend, alter, change or repeal any provision contained in these Articles of Amendment and Restatement, and all rights, contract and otherwise, conferred herein upon the stockholders are granted subject to such reservation. NINTH: To the fullest extent permitted by the Investment Company Act and the MGCL, no director or former director and no officer or former officer of the Corporation shall be personally liable to the Corporation or its stock- holders for money damages. No amendment to the Charter of the Corporation or repeal of any of its provisions shall limit or eliminate the benefits provided by this Article NINTH to directors or former directors or officers or former officers with respect to any act or omission that occurred prior to such amendment or repeal. TENTH: The Corporation shall be empowered to transfer some or all of its assets to any entity or entities of which all of the equity interests are owned by the Corporation at the time of transfer for the purpose of creating a master-feeder or similar structure in accordance with the Investment Company Act of C-9 1940, as amended, the precise structure of such transfer of assets to be de- termined by action of the Corporation's Board of Directors as constituted at the time such Board of Directors deems any such transfer to be advisable." THIRD The Board of Directors of the Corporation, pursuant to and in accordance with the Charter and Bylaws of the Corporation and the MGCL, duly advised the foregoing amendment and restatement of the Charter of the Corporation and the stockholders of the Corporation, pursuant to and in accordance with the Char- ter and Bylaws of the Corporation and the MGCL, duly approved the foregoing amendment and restatement of the Charter of the Corporation. IN WITNESS WHEREOF, KEMPER VALUE SERIES, INC. has caused these Articles of Amendment and Restatement to be signed and acknowledged in its name and on its behalf by its President and attested to by its Secretary on this day of , 2001, and its President acknowledges that these Articles of Amendment and Restatement are the act of Kemper Value Series, Inc. and he/she further acknowledges that, as to all matters or facts set forth herein which are re- quired to be verified under oath, such matters and facts are true in all mate- rial respects to the best of his/her knowledge, information and belief, and that this statement is made under the penalties for perjury. ATTEST: KEMPER VALUE SERIES, INC. _______________________________________ By: ___________________________________ C-10 APPENDIX 1 TRUSTS/CORPORATIONS and Series KEMPER AGGRESSIVE GROWTH FUND KEMPER BLUE CHIP FUND KEMPER EQUITY TRUST Kemper-Dreman Financial Services Fund KEMPER FLOATING RATE FUND KEMPER GLOBAL/INTERNATIONAL SERIES, INC. Kemper International Research Fund KEMPER GROWTH FUND KEMPER HIGH YIELD SERIES Kemper High Yield Fund KEMPER SMALL CAPITALIZATION EQUITY FUND KEMPER STATE TAX-FREE INCOME SERIES Kemper California Tax-Free Income Fund Kemper Florida Tax-Free Income Fund Kemper New York Tax-Free Income Fund KEMPER STRATEGIC INCOME FUND KEMPER TARGET EQUITY FUND Kemper Target 2010 Fund Kemper Target 2011 Fund Kemper Retirement Fund--Series III Kemper Retirement Fund--Series IV Kemper Retirement Fund--Series V Kemper Retirement Fund--Series VI Kemper Retirement Fund--Series VII Kemper Worldwide 2004 Fund KEMPER TECHNOLOGY FUND KEMPER TOTAL RETURN FUND KEMPER U.S. GOVERNMENT SECURITIES FUND KEMPER VALUE SERIES, INC. Kemper Contrarian Fund Kemper-Dreman High Return Equity Fund Kemper Small Cap Value Fund SCUDDER INVESTORS TRUST Scudder Focus Growth Fund Scudder Research Fund Scudder S&P 500 Stock Fund 1 APPENDIX 2 Officers The following persons are officers of each Trust/Corporation noted in the table below:
Present Office with the Trust/Corporation; Trust/Corporation Name Principal Occupation or (Year First Became an (Date of Birth) Employment(/1/) Officer)(/2/) ----------------- ------------------------- --------------------------------- Mark S. Casady President; Managing Kemper Aggressive Growth (9/21/60) Director, ZSI; formerly, Fund (1998) Institutional Sales Kemper Blue Chip Fund (1998) Manager of an Kemper Equity Trust (1998) unaffiliated mutual fund Kemper Floating Rate Fund (1999) distributor. Kemper Global/International Series, Inc. (1997) Kemper Growth Fund (1998) Kemper High Yield Series (1998) Kemper Small Capitalization Equity Fund (1998) Kemper State Tax-Free Income Series (1998) Kemper Strategic Income Fund (1998) Kemper Target Equity Fund (1998) Kemper Technology Fund (1998) Kemper Total Return Fund (1998) Kemper U.S. Government Securities Fund (1998) Kemper Value Series, Inc. (1998) Scudder Investors Trust (1998) Linda C. Coughlin Director, Vice President Kemper Value Series, Inc. (2001) (1/1/52) and Chairperson; Managing Director, ZSI. Trustee, Vice President Kemper Aggressive Growth and Chairperson; Managing Fund (2001) Director, ZSI. Kemper Blue Chip Fund (2001) Kemper Floating Rate Fund (2001) Kemper Growth Fund (2001) Kemper High Yield Series (2001) Kemper Small Capitalization Equity Fund (2001) Kemper State Tax-Free Income Series (2001) Kemper Strategic Income Fund (2001) Kemper Target Equity Fund (2001) Kemper Technology Fund (2001) Kemper Total Return Fund (2001)
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Present Office with the Name Trust/Corporation; Principal Trust/Corporation (Date of Birth) Occupation or Employment(/1/) (Year First Became an Officer)(/2/) ----------------- ----------------------------- ------------------------------------ Kemper U.S. Government Securities Fund (2001) Scudder Investors Trust (2001) Vise President and Kemper Global/International Chairperson; Managing Series, Inc. (2001) Director, ZSI. Kemper Equity Trust (2001) Philip J. Collora Vice President and Kemper Aggressive Growth Fund (1996) (11/15/45) Assistant Secretary; Kemper Blue Chip Fund (1989) Attorney, Senior Vice Kemper Equity Trust (1998) President, ZSI. Kemper Floating Rate Fund (1999) Kemper Global/International Series, Inc. (1997) Kemper Growth Fund (1989) Kemper High Yield Series (1989) Kemper Small Capitalization Equity Fund (1989) Kemper State Tax-Free Income Series (1989) Kemper Strategic Income Fund (1989) Kemper Target Equity Fund (1990) Kemper Technology Fund (1989) Kemper Total Return Fund (1989) Kemper U.S. Government Securities Fund (1989) Kemper Value Series, Inc. (1995) Scudder Investors Trust (1998) Kathryn L. Quirk Director and Vice Kemper Global/International Series, (12/3/52) President; Managing Inc. (1997) Director, ZSI. Trustee and Vice Kemper Equity Trust (1998) President; Managing Kemper Floating Rate Fund (1999) Director, ZSI. Scudder Investors Trust (1998) Vice President; Kemper Aggressive Growth Fund (1998) Managing Director, Kemper Blue Chip Fund (1998) ZSI. Kemper Growth Fund (1998) Kemper High Yield Series (1998) Kemper Small Capitalization Equity Fund (1998) Kemper State Tax-Free Income Series (1998) Kemper Strategic Income Fund (1998) Kemper Target Equity Fund (1998) Kemper Technology Fund (1998) Kemper Total Return Fund (1998) Kemper U.S. Government Securities Fund (1998) Kemper Value Series, Inc. (1998)
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Present Office with the Name Trust/Corporation; Principal Trust/Corporation (Date of Birth) Occupation or Employment(/1/) (Year First Became an Officer)(/2/) ------------------------ ----------------------------- ----------------------------------- William F. Truscott Vice President; Kemper Aggressive Growth (9/14/60) Managing Fund (2000) Director, ZSI. Kemper Blue Chip Fund (2000) Kemper Equity Trust (2000) Kemper Global/International Series, Inc. (2000) Kemper Growth Fund (2000) Kemper Small Capitalization Equity Fund (2000) Kemper Target Equity Fund (2000) Kemper Technology Fund (2000) Kemper Total Return Fund (2000) Kemper Value Series, Inc. (2000) Scudder Investors Trust (1998) Sewall Hodges Vice President; Kemper Aggressive Growth (1/9/55) Managing Fund (2000) Director, ZSI. Tracy McCormick Vice President; Kemper Blue Chip Fund (1994) (9/27/54) Managing Kemper Target Equity Fund (1994) Director, ZSI. Valerie F. Malter Vice President; Kemper Growth Fund (2000) (7/25/58) Managing Scudder Investors Trust (1998) Director, ZSI. Harry E. Resis, Jr. Vice President; Kemper High Yield Series (1993) (11/24/45) Managing Director, ZSI. Jesus A. Cabrera Vice President; Kemper Small Capitalization (12/25/61) Vice Equity Fund (2000) President, ZSI. Eleanor R. Brennan Vice President; Kemper State Tax-Free Income (3/3/64) Senior Vice Series (2000) President, ZSI. Ashton P. Goodfield Vice President; Kemper State Tax-Free Income (10/3/63) Senior Vice Series (2000) President, ZSI. J. Patrick Beimford, Jr. Vice President; Kemper Strategic Income (5/25/50) Managing Fund (1993) Director, ZSI. Gary Langbaum Vice President; Kemper Total Return Fund (1995) (12/16/48) Managing Director, ZSI. Richard L.Vandenberg Vice President; Kemper High Yield Series (2001) (11/16/49) Managing Kemper State Tax-Free Income Director, ZSI; Series (2001) formerly, Senior Kemper Strategic Income Fund (1997) Vice President Kemper U.S. Government Securities and portfolio Fund (1997) manager with an unaffiliated investment management firm.
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Present Office with the Name Trust/Corporation; Principal Trust/Corporation (Date of Birth) Occupation or Employment(/1/) (Year First Became an Officer)(/2/) ------------------ ----------------------------- ----------------------------------- Tara Kenney Vice President; Senior Kemper Global/International (10/7/60) Vice President, ZSI. Series, Inc. (1997) Kelly D. Babson Vice President; Kemper Floating Rate Fund (2000) (12/11/58) Managing Director, ZSI. James M. Eysenbach Vice President; Kemper Value Series, Inc. (2000) (4/11/62) Managing Director, ZSI. Irene T. Cheng Vice President; Kemper Target Equity Fund (2000) (6/6/54) Managing Director, ZSI. Thomas F. Sassi Vice President; Kemper Value Series, Inc. (1998) (11/7/42) Managing Director, ZSI; formerly consultant with an unaffiliated investment consulting firm and an officer of an unaffiliated investment banking firm from 1993 to 1996. Kenneth Weber Vice President; Senior Kemper Floating Rate Fund (2001) (2/3/56) Vice President, ZSI; formerly, an officer in the Debt Capital Markets department of an unaffiliated bank. Joanne M. Barry Vice President; Scudder Investors Trust (2001) (10/23/60) Managing Director, ZSI. William E. Holzer Vice President; Kemper Global/International (7/27/49) Managing Director, Series, Inc. (2001) ZSI. Philip G. Condon Vice President; Kemper State Tax-Free Income (8/15/50) Managing Director, Series (2001) ZSI. Jan C. Faller Vice President; Senior Kemper Strategic Income (8/8/66) Vice President, ZSI. Fund (2001) Robert L. Horton Vice President; Senior Kemper Technology Fund (2001) (9/14/66) Vice President, ZSI. Linda J. Wondrack Vice President; Kemper Aggressive Growth (9/12/64) Managing Director, Fund (1998) ZSI. Kemper Blue Chip Fund (1998) Kemper Equity Trust (1998) Kemper Floating Rate Fund (1999) Kemper Global/International Series, Inc. (1998) Kemper Growth Fund (1998) Kemper High Yield Series (1998) Kemper Small Capitalization Equity Fund (1998) Kemper State Tax-Free Income Series (1998) Kemper Strategic Income Fund (1998)
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Present Office with the Name Trust/Corporation; Principal Trust/Corporation (Date of Birth) Occupation or Employment(/1/) (Year First Became an Officer)(/2/) --------------- ----------------------------- ------------------------------------ Kemper Target Equity Fund (1998) Kemper Technology Fund (1998) Kemper Total Return Fund (1998) Kemper U.S. Government Securities Fund (1998) Kemper Value Series, Inc. (1998) Scudder Investors Trust (1998) John R. Hebble Treasurer; Senior Vice Kemper Aggressive Growth Fund (1998) (6/27/58) President, ZSI. Kemper Blue Chip Fund (1998) Kemper Equity Trust (1998) Kemper Floating Rate Fund (1999) Kemper Global/International Series, Inc. (1998) Kemper Growth Fund (1998) Kemper High Yield Series (1998) Kemper Small Capitalization Equity Fund (1998) Kemper State Tax-Free Income Series (1998) Kemper Strategic Income Fund (1998) Kemper Target Equity Fund (1998) Kemper Technology Fund (1998) Kemper Total Return Fund (1998) Kemper U.S. Government Securities Fund (1998) Kemper Value Series, Inc. (1998) Scudder Investors Trust (1998) Brenda Lyons Assistant Treasurer; Kemper Aggressive Growth Fund (1998) (2/21/63) Senior Vice President, Kemper Blue Chip Fund (1998) ZSI. Kemper Equity Trust (1998) Kemper Floating Rate Fund (1999) Kemper Global/International Series, Inc. (1998) Kemper Growth Fund (1998) Kemper High Yield Series (1998) Kemper Small Capitalization Equity Fund (1998) Kemper State Tax-Free Income Series (1998) Kemper Strategic Income Fund (1998) Kemper Target Equity Fund (1998) Kemper Technology Fund (1998) Kemper Total Return Fund (1998) Kemper U.S. Government Securities Fund (1998) Kemper Value Series, Inc. (1998) Scudder Investors Trust (1998)
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Present Office with the Name Trust/Corporation; Principal Trust/Corporation (Date of Birth) Occupation or Employment(/1/) (Year First Became an Officer)(/2/) ---------------- ----------------------------- ----------------------------------- Maureen E. Kane Secretary; Vice Kemper Aggressive Growth (2/14/62) President, ZSI; Fund (1998) formerly, Assistant Vice Kemper Blue Chip Fund (1998) President of an Kemper Equity Trust (1998) unaffiliated investment Kemper Floating Rate Fund (1999) management firm; prior Kemper Global/International Series, thereto, Associate Staff Inc. (1998) Attorney of an Kemper Growth Fund (1998) unaffiliated investment Kemper High Yield Series (1998) management firm, and Kemper Small Capitalization Equity Associate, Peabody & Fund (1998) Arnold (law firm). Kemper State Tax-Free Income Series (1998) Kemper Strategic Income Fund (1998) Kemper Target Equity Fund (1998) Kemper Technology Fund (1998) Kemper Total Return Fund (1998) Kemper U.S. Government Securities Fund (1998) Kemper Value Series, Inc. (1998) Scudder Investors Trust (1998) Caroline Pearson Assistant Secretary; Kemper Aggressive Growth (4/1/62) Managing Director, ZSI; Fund (1998) formerly, Associate, Kemper Blue Chip Fund (1998) Dechert Price & Rhoads Kemper Equity Trust (1998) (law firm) 1989 to 1997. Kemper Floating Rate Fund (1999) Kemper Global/International Series, Inc. (1998) Kemper Growth Fund (1998) Kemper High Yield Series (1998) Kemper Small Capitalization Equity Fund (1998) Kemper State Tax-Free Income Series (1998) Kemper Strategic Income Fund (1998) Kemper Target Equity Fund (1998) Kemper Technology Fund (1998) Kemper Total Return Fund (1998) Kemper U.S. Government Securities Fund (1998) Kemper Value Series, Inc. (1998) Scudder Investors Trust (1998)
- ----------- (/1/)Unless otherwise stated, all of the officers have been associated with their respective companies for more than five years, although not neces- sarily in the same capacity. (/2/)The President, Treasurer and Secretary each holds office until the first meeting of Trustees/Directors in each calendar year and until his or her successor has been duly elected and qualified, and all other officers hold office as the Trustees/Directors permit in accordance with the By- laws of the applicable Trust/Corporation. 6 APPENDIX 3 Kemper Aggressive Growth Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)............ 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)....... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.52% 0.52% 0.52% 0.52% 0.52% 0.52% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.23%** 1.00% 1.00% Other Expenses***........... 0.88% 1.06% 1.17% 0.65% 0.81% 0.92% Total Annual Operating Expenses................... 1.40% 2.33% 2.44% 1.40% 2.33% 2.44%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $709 $ 993 $1,297 $2,158 Class B shares................................ 636 1,027 1,445 2,219 Class C shares................................ 347 761 1,301 2,776 Expenses, assuming you kept your shares Class A shares................................ $709 $ 993 $1,297 $2,158 Class B shares................................ 236 727 1,245 2,219 Class C shares................................ 247 761 1,301 2,776
1 Kemper Blue Chip Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)............ 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)....... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.24%** 1.00% 1.00% Other Expenses***........... 0.62% 0.68% 0.63% 0.38% 0.43% 0.38% Total Annual Operating Expenses................... 1.17% 1.98% 1.93% 1.17% 1.98% 1.93%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $687 $925 $1,182 $1,914 Class B shares................................ 601 921 1,268 1,905 Class C shares................................ 296 606 1,042 2,254 Expenses, assuming you kept your shares Class A shares................................ $687 $925 $1,182 $1,914 Class B shares................................ 201 621 1,068 1,905 Class C shares................................ 196 606 1,042 2,254
2 Kemper California Tax-Free Income Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)............ 4.50% None None 4.50% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)....... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.52% 0.52% 0.52% 0.52% 0.52% 0.52% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.22%** 1.00% 1.00% Other Expenses***........... 0.33% 0.37% 0.37% 0.11% 0.12% 0.12% Total Annual Operating Expenses................... 0.85% 1.64% 1.64% 0.85% 1.64% 1.64%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody, and similar expenses, which may vary with fund size and other factors. Based on the costs above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The ex- ample assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $533 $709 $ 900 $1,452 Class B shares................................ 567 817 1,092 1,539 Class C shares................................ 267 517 892 1,944 Expenses, assuming you kept your shares Class A shares................................ $533 $709 $ 900 $1,452 Class B shares................................ 167 517 892 1,539 Class C shares................................ 167 517 892 1,944
3 Kemper Contrarian Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)........... 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)...... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee............. 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Distribution and/or Service (12b-1) Fees.............. None 0.75% 0.75% 0.21%** 1.00% 1.00% Other Expenses***.......... 0.75% 0.97% 0.92% 0.54% 0.72% 0.67% Total Annual Operating Expenses.................. 1.50% 2.47% 2.42% 1.50% 2.47% 2.42%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. "Other Expenses" do not include reorganization costs of 0.03%, 0.06% and 0.06% for Class A, B and C, respectively. Based on the figures above, this example helps you compare each share class's expenses to those of other mutual funds. The example is the same re- gardless of whether Proposal 2 is approved by shareholders. The example as- sumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares............................... $719 $1,022 $1,346 $2,263 Class B shares............................... 650 1,070 1,516 2,346 Class C shares............................... 345 755 1,291 2,756 Expenses, assuming you kept your shares Class A shares............................... $719 $1,022 $1,346 $2,263 Class B shares............................... 250 770 1,316 2,346 Class C shares............................... 245 755 1,291 2,756
4 Kemper-Dreman Financial Services Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect or the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)........... 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)...... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee............. 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Distribution and/or Service (12b-1) Fees.............. None 0.75% 0.75% 0.22%** 1.00% 1.00% Other Expenses***.......... 0.67% 0.72% 0.67% 0.55% 0.47% 0.42% Total Annual Operating Expenses.................. 1.42% 2.22% 2.17% 1.42% 2.22% 2.17%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. "Other Expenses" do not include reorganization costs of 0.05%, 0.05% and 0.06% for Class A, B and C, respectively. Based on the figures above, this example helps you compare each share class's expenses to those of other mutual funds. The example is the same re- gardless of whether Proposal 2 is approved by shareholders. The example as- sumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares............................... $711 $999 $1,307 $2,179 Class B shares............................... 625 994 1,390 2,167 Class C shares............................... 320 679 1,164 2,503 Expenses, assuming you kept your shares Class A shares............................... $711 $999 $1,307 $2,179 Class B shares............................... 225 694 1,190 2,167 Class C shares............................... 220 679 1,164 2,503
5 Kemper-Dreman High Return Equity Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)............ 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)....... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.70% 0.70% 0.70% 0.70% 0.70% 0.70% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.23%** 1.00% 1.00% Other Expenses***........... 0.57% 0.65% 0.63% 0.34% 0.40% 0.38% Total Annual Operating Expenses................... 1.27% 2.10% 2.08% 1.27% 2.10% 2.08%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. "Other Expenses" do not include reorganization costs of 0.03%, 0.04% and 0.04% for Class A, B and C, respectively. Based on the figures above, this example helps you compare each share class's expenses to those of other mutual funds. The example is the same re- gardless of whether Proposal 2 is approved by shareholders. The example as- sumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $697 $955 $1,232 $2,021 Class B shares................................ 613 958 1,329 2,024 Class C shares................................ 311 652 1,119 2,410 Expenses, assuming you kept your shares Class A shares................................ $697 $955 $1,232 $2,021 Class B shares................................ 213 658 1,129 2,024 Class C shares................................ 211 652 1,119 2,410
6 Kemper Floating Rate Fund How Much Investors Pay The following table is intended to assist the Fund's shareholders in un- derstanding the various costs and expenses associated with investing in Class A, Class B and Class C shares of the Fund. This information is based on ex- penses for the fiscal year ended August 31, 2000. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the ef- fect on the Fund's fees and expenses if Proposal 2 is approved by sharehold- ers. Both columns are based on the Fund's fees and expenses for the most re- cent fiscal year; actual expenses may be different.
Current Proposed --------------------------- ----------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Transaction Expenses(/1/) Maximum Sales Charge (Load) Imposed in Purchases (% of offering price)................... None(/2/) None None None None None Maximum Sales Charge on Reinvested Dividends..... None None None None None None Maximum Early Withdrawal Charge................... None 3.00% 1.00% None 3.00% 1.00% Exchange Fee.............. None None None None None None Annual Expenses (as a percentage of average net assets attributable to common shares) Management Fees(/3/)...... 0.50% 0.50% 0.50% 0.50% 0.50% 0.50% Administrative Services Fee(/4/)................. 0.25% 0.25% 0.25% None None None Distribution Fee(/5/)..... None 0.60% 0.60% 0.25% 0.85% 0.85% Interest Payments on Borrowed Funds........... 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Other Expenses............ 0.53% 0.68% 0.52% 0.53% 0.68% 0.52% Total Annual Expenses (before expense reduction)............... 1.28% 2.03% 1.87% 1.28% 2.03% 1.87%
- ----------- (1) Broker-dealer firms and other financial services firms may independently charge additional fees for shareholder transactions or for advisory serv- ices. Please see their materials for details. (2) Class A shares are available only to investors participating in a fee based investment advisory or agency commission programs and upon conver- sion from Class B and Class C shares. (3) Pursuant to an Investment Management Agreement with the Fund, ZSI is enti- tled to receive an investment management fee of 0.50% of the average daily net assets of the Fund, with graduated fee reductions based on increased asset levels. This amount does not take into account any fee waivers. (4) Pursuant to an Administrative Services Agreement with the Fund, KDI is en- titled to receive an annual fee of up to 0.25% of the average daily net 7 assets of the Fund. This amount does not take into account any fee waivers. (5) Class A shares are currently not subject to any distribution fees. If Pro- posal 2 is approved, the 0.25% administrative services fee will be autho- rized by the distribution plan. Pursuant to the Class B share Distribution Plan, the Class B shares currently pay a maximum annual distribution fee of 0.60% (0.85% if Proposal 2 is approved) of average daily net assets. Class B shares will automatically convert to Class A shares six years after pur- chase. Pursuant to the Class C share Distribution Plan, the Class C shares currently pay a maximum annual distribution fee of 0.60% (0.85% if Proposal 2 is approved) of average daily net assets. Class C shares will automati- cally convert to Class A shares ten years after purchase. (6) Long-term Class B shareholders of the Fund may, as a result of the Fund's distribution fees, pay more than the economic equivalent of the maximum initial sales charges permitted by the National Association of Securities Dealers, Inc., although the Fund's distributor believes this is unlikely because of the automatic conversion feature. (7) Long-term Class C shareholders of the Fund may, as a result of the Fund's distribution fees, pay more than the economic equivalent of the maximum initial sales charges permitted by the National Association of Securities Dealers, Inc., although the Fund's distributor believes this is unlikely because of the automatic conversion feature. This following hypothetical example assumes that all dividends and other distributions are reinvested at net asset value and that the percentage amounts listed under Annual Expenses remain the same in the years shown. The example is the same regardless of whether Proposal 2 is approved by shareholders. The ta- bles and the assumption in the hypothetical example of a 5% annual return are required by regulation of the Commission applicable to all investment compa- nies; the assumed 5% annual return is not a prediction of, and does not repre- sent, the projected or actual performance of the Fund's shares. 8 The following example should not be considered a representation of past or future expenses, and actual expenses may be greater or less than those shown.
Example 1 year 3 years 5 years 10 years - ------- ------ ------- ------- -------- Class A Shares Based on the estimated level of total operating expenses listed above, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, reinvestment of all dividends and distributions and repurchase at the end of each time period............................. $13 $41 $ 70 $155 You would pay the following expenses on the same investment, assuming no repurchase...... $13 $41 $ 70 $155 Class B Shares(/1/) Based on the estimated level of total operating expenses listed above, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, reinvestment of all dividends and distributions and repurchase at the end of each time period............................. $51 $84 $109 $199 You would pay the following expenses on the same investment, assuming no repurchase...... $21 $64 $109 $199 Class C Shares(/2/) Based on the estimated level of total operating expenses listed above, you would pay the following expenses on a $1,000 investment, assuming a 5% annual return, reinvestment of all dividends and distributions and repurchase at the end of each time period............................. $29 $59 $101 $219 You would pay the following expenses on the same investment, assuming no repurchase...... $19 $59 $101 $219
- ----------- (1) Assumes that the shareholder was an owner of the shares on the first day of the first year and the EWC was applied as follows: 1 year (3.0%), 3 years (2.0%), and five years (0%). Class B shares convert to Class A shares six years after issuance. Accordingly, the expenses in years seven through ten of this example reflect the annual Class A expenses. (2) Assumes that the shareholder purchased shares on the first day of the first year and the EWC was applied as follows: 1 year (1.0%), and 3 years through 10 years (0%). Class C shares convert to Class A shares ten years after issuance. 9 Kemper Florida Tax-Free Income Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------ Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)............. 4.50% None None 4.50% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)........ None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee............... 0.54% 0.54% 0.54% 0.54% 0.54% 0.54% Distribution and/or Service (12b-1) Fees................ None 0.75% 0.75% 0.23%** 1.00% 1.00% Other Expenses***............ 0.46% 0.48% 0.45% 0.23% 0.23% 0.20% Total Annual Operating Expenses.................... 1.00% 1.77% 1.74% 1.00% 1.77% 1.74%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody, and similar expenses, which may vary with fund size and other factors. Based on the costs above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The ex- ample assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $547 $754 $ 978 $1,620 Class B shares................................ 580 857 1,159 1,694 Class C shares................................ 277 548 944 2,052 Expenses, assuming you kept your shares Class A shares................................ $547 $754 $ 978 $1,620 Class B shares................................ 180 557 959 1,694 Class C shares................................ 177 548 944 2,052
10 Kemper Growth Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)............ 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)....... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.54% 0.54% 0.54% 0.54% 0.54% 0.54% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.23%** 1.00% 1.00% Other Expenses***........... 0.46% 0.62% 0.61% 0.23% 0.37% 0.36% Total Annual Operating Expenses................... 1.00% 1.91% 1.90% 1.00% 1.91% 1.90%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $671 $875 $1,096 $1,729 Class B shares................................ 594 900 1,232 1,777 Class C shares................................ 293 597 1,026 2,222 Expenses, assuming you kept your shares Class A shares................................ $671 $875 $1,096 $1,729 Class B shares................................ 194 600 1,032 1,777 Class C shares................................ 193 597 1,026 2,222
11 Kemper High Yield Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)............ 4.50% None None 4.50% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)....... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.53% 0.53% 0.53% 0.53% 0.53% 0.53% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.21%** 1.00% 1.00% Other Expenses***........... 0.40% 0.50% 0.49% 0.19% 0.25% 0.24% Total Annual Operating Expenses................... 0.93% 1.78% 1.77% 0.93% 1.78% 1.77%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $541 $733 $ 942 $1,542 Class B shares................................ 581 860 1,164 1,664 Class C shares................................ 280 557 959 2,084 Expenses, assuming you kept your shares Class A shares................................ $541 $733 $ 942 $1,542 Class B shares................................ 181 560 964 1,664 Class C shares................................ 180 557 959 2,084
12 Kemper International Research Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ----------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price).............. 5.75% None None 5.75% None None Maximum Deferred Sales Charge (Load) (% of redemption proceeds).................... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee................ 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Distribution and/or Service (12b-1) Fees................. None 0.75% 0.75% 0.25% 1.00% 1.00% Other Expenses**.............. 1.35% 2.21% 1.90% 1.10% 1.96% 1.65% Total Annual Operating Expenses..................... 2.10% 3.71% 3.40% 2.10% 3.71% 3.40% Expense Reimbursement......... 0.12% 0.98% 0.70% 0.12% 0.98% 0.70% Net Annual Operating Expenses***.................. 1.98% 2.73% 2.70% 1.98% 2.73% 2.70%
- ----------- * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. *** By contract, total annual operating expenses are capped at 1.98%, 2.73% and 2.70% for Class A, B and C, respectively through February 28, 2002. Based on the costs above (including one year of capped expenses in each period), this example helps you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. This example assumes the expenses above remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $764 $1,184 $1,629 $2,857 Class B shares................................ 676 1,345 2,033 3,206 Class C shares................................ 373 980 1,710 3,638 Expenses, assuming you kept your shares Class A shares................................ $764 $1,184 $1,629 $2,857 Class B shares................................ 276 1,045 1,833 3,206 Class C shares................................ 273 980 1,710 3,638
13 Kemper New York Tax-Free Income Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)...... 4.50% None None 4.50% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds).. None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.55% 0.55% 0.55% 0.55% 0.55% 0.55% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.20%** 1.00% 1.00% Other Expenses***........... 0.34% 0.41% 0.40% 0.14% 0.16% 0.15% Total Annual Operating Expenses................... 0.89% 1.71% 1.70% 0.89% 1.71% 1.70%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody, and similar expenses, which may vary with fund size and other factors. Based on the costs above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The ex- ample assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $537 $721 $ 921 $1,497 Class B shares................................ 574 839 1,128 1,602 Class C shares................................ 273 536 923 2,009 Expenses, assuming you kept your shares Class A shares................................ $537 $721 $ 921 $1,497 Class B shares................................ 174 539 928 1,602 Class C shares................................ 173 536 923 2,009
14 Kemper Retirement Fund--Series III How Much Investors Pay The following information is designed to help you understand the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Cur- rent" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is ap- proved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Fee Table Current Proposed - --------- ------- -------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price)................................... 5.00% 5.00% Maximum Deferred Sales Charge (Load) (as % of redemption proceeds).................................................. None* None* Annual Operating Expenses, deducted from fund assets Management Fee............................................... 0.50% 0.50% Distribution and/or Service (12b-1) Fees..................... None 0.25% Other Expenses............................................... 0.44% 0.19% Total Annual Operating Expenses.............................. 0.94% 0.94%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. Example This example helps you compare this fund's expenses to those of other mu- tual funds. The example is the same regardless of whether Proposal 2 is ap- proved by shareholders. The example assumes the expenses above remain the same. It also assumes you invested $10,000, earned 5% annual returns, rein- vested all dividends and distributions and sold your shares at the end of each period. This is only an example; your actual expenses will be different.
10 1 Year 3 Years 5 Years Years - ------ ------- ------- ----- $591 $785 $994 $1,597
15 Kemper Retirement Fund--Series IV How Much Investors Pay The following information is designed to help you understand the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Cur- rent" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is ap- proved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Fee Table Current Proposed - --------- ------- -------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price)............................................ 5.00% 5.00% Maximum Deferred Sales Charge (Load) (as % of redemption proceeds).................................................. None* None* Annual Operating Expenses, deducted from fund assets Management Fee............................................... 0.50% 0.50% Distribution and/or Service (12b-1) Fees..................... None 0.25% Other Expenses............................................... 0.48% 0.23% Total Annual Operating Expenses.............................. 0.98% 0.98%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. Example This example helps you compare this fund's expenses to those of other mu- tual funds. The example is the same regardless of whether Proposal 2 is ap- proved by shareholders. The example assumes the expenses above remain the same. It also assumes you invested $10,000, earned 5% annual returns, rein- vested all dividends and distributions and sold your shares at the end of each period. This is only an example; your actual expenses will be different.
10 1 Year 3 Years 5 Years Years - ------ ------- ------- ----- $595 $797 $1,015 $1,641
16 Kemper Retirement Fund--Series V How Much Investors Pay The following information is designed to help you understand the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Cur- rent" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is ap- proved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Fee Table Current Proposed - --------- ------- -------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price)............................................ 5.00% 5.00% Maximum Deferred Sales Charge (Load) (as % of redemption proceeds).................................................. None* None* Annual Operating Expenses, deducted from fund assets Management Fee............................................... 0.50% 0.50% Distribution and/or Service (12b-1) Fees..................... None 0.25% Other Expenses............................................... 0.48% 0.23% Total Annual Operating Expenses.............................. 0.98% 0.98%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. Example This example helps you compare this fund's expenses to those of other mu- tual funds. The example is the same regardless of whether Proposal 2 is ap- proved by shareholders. The example assumes the expenses above remain the same. It also assumes you invested $10,000, earned 5% annual returns, rein- vested all dividends and distributions and sold your shares at the end of each period. This is only an example; your actual expenses will be different.
5 10 1 Year 3 Years Years Years - ------ ------- ----- ----- $595 $797 $1,015 $1,641
17 Kemper Retirement Fund--Series VI How Much Investors Pay The following information is designed to help you understand the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Cur- rent" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is ap- proved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Fee Table Current Proposed - --------- ------- -------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price)............................................ 5.00% 5.00% Maximum Deferred Sales Charge (Load) (as % of redemption proceeds).................................................. None* None* Annual Operating Expenses, deducted from fund assets Management Fee............................................... 0.50% 0.50% Distribution and/or Service (12b-1) Fees..................... None 0.25% Other Expenses............................................... 0.56% 0.31% Total Annual Operating Expenses.............................. 1.06% 1.06%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. Example This example helps you compare this fund's expenses to those of other mu- tual funds. The example is the same regardless of whether Proposal 2 is ap- proved by shareholders. The example assumes the expenses above remain the same. It also assumes you invested $10,000, earned 5% annual returns, rein- vested all dividends and distributions and sold your shares at the end of each period. This is only an example; your actual expenses will be different.
5 10 1 Year 3 Years Years Years - ------ ------- ----- ----- $603 $820 $1,056 $1,729
18 Kemper Retirement Fund--Series VII How Much Investors Pay The following information is designed to help you understand the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Cur- rent" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is ap- proved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Fee Table Current Proposed - --------- ------- -------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price)............................................ 5.00% 5.00% Maximum Deferred Sales Charge (Load) (as % of redemption proceeds).................................................. None* None* Annual Operating Expenses, deducted from fund assets Management Fee............................................... 0.50% 0.50% Distribution and/or Service (12b-1) Fees..................... None 0.25% Other Expenses............................................... 0.59% 0.34% Total Annual Operating Expenses.............................. 1.09% 1.09%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. Example This example helps you compare this fund's expenses to those of other mu- tual funds. The example is the same regardless of whether Proposal 2 is ap- proved by shareholders. The example assumes the expenses above remain the same. It also assumes you invested $10,000, earned 5% annual returns, rein- vested all dividends and distributions and sold your shares at the end of each period. This is only an example; your actual expenses will be different.
5 10 1 Year 3 Years Years Years - ------ ------- ----- ----- $606 $829 $1,071 $1,762
19 Kemper Small Cap Value Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ----------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)........ 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee................ 0.74% 0.74% 0.74% 0.74% 0.74% 0.74% Distribution and/or Service (12b-1) Fees................. None 0.75% 0.75% 0.25% 1.00% 1.00% Other Expenses**.............. 0.88% 0.94% 0.77% 0.63% 0.69% 0.52% Total Annual Operating Expenses..................... 1.62% 2.43% 2.26% 1.62% 2.43% 2.26%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. "Other Expenses" do not include reorganization costs of 0.05%, 0.06% and 0.06% for Class A, B, and C, respectively. Based on the figures above, this example helps you compare each share class's expenses to those of other mutual funds. The example is the same re- gardless of whether Proposal 2 is approved by shareholders. The example as- sumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $730 $1,057 $1,406 $2,386 Class B shares................................ 646 1,058 1,496 2,382 Class C shares................................ 329 706 1,210 2,595 Expenses, assuming you kept your shares Class A shares................................ $730 $1,057 $1,406 $2,386 Class B shares................................ 246 758 1,296 2,382 Class C shares................................ 229 706 1,210 2,595
20 Kemper Small Capitalization Equity Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)...... 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds).. None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.82% 0.82% 0.82% 0.82% 0.82% 0.82% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.23%** 1.00% 1.00% Other Expenses***........... 0.52% 0.94% 0.53% 0.29% 0.69% 0.28% Total Annual Operating Expenses................... 1.34% 2.51% 2.10% 1.34% 2.51% 2.10%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $704 $ 975 $1,267 $2,095 Class B shares................................ 654 1,082 1,536 2,291 Class C shares................................ 313 658 1,129 2,431 Expenses, assuming you kept your shares Class A shares................................ $704 $ 975 $1,267 $2,095 Class B shares................................ 254 782 1,336 2,291 Class C shares................................ 213 658 1,129 2,431
21 Kemper Strategic Income Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ----------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)........ 4.50% None None 4.50% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee................ 0.56% 0.56% 0.56% 0.56% 0.56% 0.56% Distribution and/or Service (12b-1) Fees................. None 0.75% 0.75% 0.25% 1.00% 1.00% Other Expenses**.............. 0.54% 0.80% 0.45% 0.29% 0.55% 0.20% Total Annual Operating Expenses..................... 1.10% 2.11% 1.76% 1.10% 2.11% 1.76%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $557 $784 $1,029 $1,730 Class B shares................................ 614 961 1,334 1,945 Class C shares................................ 279 554 954 2,073 Expenses, assuming you kept your shares Class A shares................................ $557 $784 $1,029 $1,730 Class B shares................................ 214 661 1,134 1,945 Class C shares................................ 179 554 954 2,073
22 Kemper Target 2010 Fund How Much Investors Pay The following information is designed to help you understand the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Cur- rent" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is ap- proved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Fee Table Current Proposed - --------- ------- -------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price)............................................ 5.00% 5.00% Maximum Deferred Sales Charge (Load) (as % of redemption proceeds).................................................. None* None* Annual Operating Expenses, deducted from fund assets Management Fee............................................... 0.50% 0.50% Distribution and/or Service (12b-1) Fees..................... None 0.25% Other Expenses............................................... 0.56% 0.31% Total Annual Operating Expenses.............................. 1.06% 1.06%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. Example This example helps you compare this fund's expenses to those of other mu- tual funds. The example is the same regardless of whether Proposal 2 is ap- proved by shareholders. The example assumes the expenses above remain the same. It also assumes you invested $10,000, earned 5% annual returns, rein- vested all dividends and distributions and sold your shares at the end of each period. This is only an example; your actual expenses will be different.
1 Year 3 Years 5 Years 10 Years - ------ ------- ------- -------- $603 $820 $1,056 $1,729
23 Kemper Target 2011 Fund How Much Investors Pay The following information is designed to help you understand the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Cur- rent" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is ap- proved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Fee Table Current Proposed - --------- ------- -------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price)............................................ 5.00% 5.00% Maximum Deferred Sales Charge (Load) (as % of redemption proceeds).................................................. None* None* Annual Operating Expenses, deducted from fund assets** Management Fee............................................... 0.50% 0.50% Distribution and/or Service (12b-1) Fees..................... None 0.25% Other Expenses............................................... 0.46% 0.21% Total Annual Operating Expenses.............................. 0.96% 0.96%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** The operating expense ratios shown above are estimated based on the fund's current fee schedule and expenses incurred by the fund during its most re- cent fiscal year. Due to the reallocation of the securities by the fund and extension of its maturity date which occurred on August 15, 2000, ac- tual expenses of the fund may be more or less than as indicated in the ta- ble above. Example This example helps you compare this fund's expenses to those of other mu- tual funds. The example is the same regardless of whether Proposal 2 is ap- proved by shareholders. The example assumes the expenses above remain the same. It also assumes you invested $10,000, earned 5% annual returns, rein- vested all dividends and distributions and sold your shares at the end of each period. This is only an example; your actual expenses will be different.
1 Year 3 Years 5 Years 10 Years - ------ ------- ------- -------- $593 $791 $1,004 $1,619
24 Kemper Technology Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)...... 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds).. None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.52% 0.52% 0.52% 0.52% 0.52% 0.52% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.22%** 1.00% 1.00% Other Expenses***........... 0.48% 0.60% 0.49% 0.26% 0.35% 0.24% Total Annual Operating Expenses................... 1.00% 1.87% 1.76% 1.00% 1.87% 1.76%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $671 $875 $1,096 $1,729 Class B shares................................ 590 888 1,211 1,754 Class C shares................................ 279 554 954 2,073 Expenses, assuming you kept your shares Class A shares................................ $671 $875 $1,096 $1,729 Class B shares................................ 190 588 1,011 1,754 Class C shares................................ 179 554 954 2,073
25 Kemper Total Return Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ----------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)........ 5.75% None None 5.75% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee................ 0.53% 0.53% 0.53% 0.53% 0.53% 0.53% Distribution and/or Service (12b-1) Fees................. None 0.75% 0.75% 0.25% 1.00% 1.00% Other Expenses**.............. 0.49% 0.63% 0.59% 0.24% 0.38% 0.34% Total Annual Operating Expenses..................... 1.02% 1.91% 1.87% 1.02% 1.91% 1.87%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is adopted by shareholders. The example assumes operating expenses remain the same. It also assumes that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $673 $881 $1,106 $1,751 Class B shares................................ 594 900 1,232 1,787 Class C shares................................ 290 588 1,011 2,190 Expenses, assuming you kept your shares Class A shares................................ $673 $881 $1,106 $1,751 Class B shares................................ 194 600 1,032 1,787 Class C shares................................ 190 588 1,011 2,190
26 Kemper U.S. Government Securities Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ------------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)...... 4.50% None None 4.50% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds).. None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee.............. 0.42% 0.42% 0.42% 0.42% 0.42% 0.42% Distribution and/or Service (12b-1) Fees............... None 0.75% 0.75% 0.22%** 1.00% 1.00% Other Expenses***........... 0.38% 0.53% 0.43% 0.16% 0.28% 0.18% Total Annual Operating Expenses................... 0.80% 1.70% 1.60% 0.80% 1.70% 1.60%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** The maximum fee rate authorized by the distribution plan is 0.25%. *** Includes costs of shareholder servicing, custody and similar expenses, which may vary with fund size and other factors. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distribu- tions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $528 $694 $ 874 $1,394 Class B shares................................ 573 836 1,123 1,549 Class C shares................................ 263 505 871 1,900 Expenses, assuming you kept your shares Class A shares................................ $528 $694 $ 874 $1,395 Class B shares................................ 173 536 923 1,549 Class C shares................................ 163 505 871 1,900
27 Kemper Worldwide 2004 Fund How Much Investors Pay The following information is designed to help you understand the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Cur- rent" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is ap- proved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Fee Table Current Proposed - --------- ------- -------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed on Purchases (as % of offering price)................................... 5.00% 5.00% Maximum Deferred Sales Charge (Load) (as % of redemption proceeds).................................................. None* None* Annual Operating Expenses, deducted from fund assets Management Fee............................................... 0.60% 0.60% Distribution and/or Service (12b-1) Fees..................... None 0.25% Other Expenses............................................... 0.86% 0.61% Total Annual Operating Expenses.............................. 1.46% 1.46%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. Example This example helps you compare this fund's expenses to those of other mu- tual funds. The example is the same regardless of whether Proposal 2 is ap- proved by shareholders. The example assumes the expenses above remain the same. It also assumes you invested $10,000, earned 5% annual returns, rein- vested all dividends and distributions and sold your shares at the end of each period. This is only an example; your actual expenses will be different.
5 10 1 Year 3 Years Years Years - ------ ------- ----- ----- $641 $939 $1,258 $2,159
28 Scudder Focus Growth Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ----------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)........ 5.75% None None 5.75% None None Maximum Deferred Sales Charge (Load) (% of redemption proceeds).................... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee................ 0.70% 0.70% 0.70% 0.70% 0.70% 0.70% Distribution and/or Service (12b-1) Fees................. None 0.75% 0.75% 0.25% 1.00% 1.00% Other Expenses**.............. 4.26% 4.35% 4.35% 4.01% 4.10% 4.10% Total Annual Operating Expenses..................... 4.96% 5.80% 5.80% 4.96% 5.80% 5.80% Expense Reimbursement......... 3.46% 3.55% 3.55% 3.46% 3.55% 3.55% Net Annual Operating Expenses***.................. 1.50% 2.25% 2.25% 1.50% 2.25% 2.25%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. *** By contract, Total Annual Fund Operating Expenses are capped at 1.50%, 2.25% and 2.25% through 1/1/2002 for Class A, Class B and Class C shares, respectively. Based on the figures above (including one year of capped expenses in each period), this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operat- ing expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an exam- ple; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $719 $1,687 $2,656 $5,081 Class B shares................................ 628 1,710 2,774 5,109 Class C shares................................ 328 1,410 2,574 5,402 Expenses, assuming you kept your shares Class A shares................................ $719 $1,687 $2,656 $5,081 Class B shares................................ 228 1,410 2,574 5,109 Class C shares................................ 228 1,410 2,574 5,402
29 Scudder Research Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ----------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)........ 5.75% None None 5.75% None None Maximum Deferred Sales Charge (Load) (% of redemption proceeds).................... None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee................ 0.70% 0.70% 0.70% 0.70% 0.70% 0.70% Distribution and/or Service (12b-1) Fees................. None 0.75% 0.75% 0.25% 1.00% 1.00% Other Expenses**.............. 3.10% 3.06% 3.06% 2.85% 2.81% 2.81% Total Annual Operating Expenses..................... 3.80% 4.51% 4.51% 3.80% 4.51% 4.51% Expense Reimbursement......... 2.30% 2.26% 2.26% 2.30% 2.26% 2.26% Net Annual Operating Expenses***.................. 1.50% 2.25% 2.25% 1.50% 2.25% 2.25%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. *** By contract, Total Annual Fund Operating Expenses are capped at 1.50%, 2.25% and 2.25% through 1/1/2002 for Class A, Class B and Class C shares, respectively. Based on the figures above (including one year of capped expenses in each period), this example is designed to help you compare the expenses of each share class to those of other mutual funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operat- ing expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an exam- ple; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $719 $1,469 $2,238 $4,241 Class B shares................................ 628 1,459 2,300 4,213 Class C shares................................ 328 1,159 2,100 4,492 Expenses, assuming you kept your shares Class A shares................................ $719 $1,469 $2,238 $4,241 Class B shares................................ 228 1,159 2,100 4,213 Class C shares................................ 228 1,159 2,100 4,492
30 Scudder S&P 500 Stock Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. The "Current" column shows the Fund's current fees and expenses and the "Proposed" column shows the effect on the Fund's fees and expenses if Proposal 2 is approved by shareholders. Both columns are based on the Fund's fees and expenses for the most recent fiscal year; actual expenses may be different.
Current Proposed ----------------------- ----------------------- Fee Table Class A Class B Class C Class A Class B Class C - --------- ------- ------- ------- ------- ------- ------- Shareholder Fees, paid directly from your investment Maximum Sales Charge (Load) Imposed On Purchases (% of offering price)............................ 4.50% None None 4.50% None None Maximum Contingent Deferred Sales Charge (Load) (% of redemption proceeds)........ None* 4.00% 1.00% None* 4.00% 1.00% Annual Operating Expenses, deducted from fund assets Management Fee..................... 0.39% 0.39% 0.39% 0.39% 0.39% 0.39% Distribution and/or Service (12b-1) Fees.............................. None 0.75% 0.75% 0.25% 1.00% 1.00% Other Expenses..................... 2.80% 3.04% 2.99% 2.55% 2.79% 2.74% Total Annual Operating Expenses.... 3.19% 4.18% 4.13% 3.19% 4.18% 4.13% Expense Reimbursement.............. 2.19% 2.38% 2.35% 2.19% 2.38% 2.35% Net Annual Operating Expenses**.... 1.00% 1.80% 1.78% 1.00% 1.80% 1.78%
- ----------- * The redemption of shares purchased at net asset value under the Large Or- der NAV Purchase Privilege may be subject to a contingent deferred sales charges of 1.00% if redeemed within one year of purchase and 0.50% if re- deemed during the second year following purchase. ** By contract, total operating expenses are capped at 1.00%, 1.75% and 1.75% through 4/3/2001 for Class A, B and C shares, respectively. Additionally, by contract, total operating expenses are capped at 1.00%, 1.80% and 1.78% through 1/1/2002 for Class A, B and C shares, respectively. Based on the figures above (including one year of capped expenses in each period), this example is designed to help you compare the expenses of each share class to those of other funds. The example is the same regardless of whether Proposal 2 is approved by shareholders. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual re- turns and reinvested all dividends and distributions. This is only an example; actual expenses will be different.
Example 1 Year 3 Years 5 Years 10 Years - ------- ------ ------- ------- -------- Expenses, assuming you sold your shares at the end of each period Class A shares................................ $547 $1,193 $1,861 $3,642 Class B shares................................ 583 1,353 2,137 3,807 Class C shares................................ 281 1,041 1,916 4,171 Expenses, assuming you kept your shares Class A shares................................ $547 $1,193 $1,861 $3,642 Class B shares................................ 183 1,053 1,937 3,807 Class C shares................................ 181 1,041 1,916 4,171
31 APPENDIX 4 Distribution Fees The following table discloses fees paid by each Fund, on behalf of Class B and Class C, during the Fund's most recent fiscal year, pursuant to the dis- tribution plans applicable to Class B and Class C.
Fees Paid Pursuant to Distribution Plan as a Aggregate Percentage Fees Paid of Fund's Date of Pursuant to Average Net Date Most Recent Distribution Assets Distribution Amendment of Plan During During Amounts Paid to Plan was Distribution Fund/Class Period Period Affiliates(/1/) Adopted Plan ---------- ------------- ------------ --------------- ------------ ------------ Kemper Aggressive Growth Fund-- Class B......... $ 508,804.00 0.75% -- 12/31/96 8/1/98 Kemper Aggressive Growth Fund-- Class C......... $ 174,234.00 0.75% -- 12/31/96 8/1/98 Kemper Blue Chip Fund-- Class B................ $3,165,465.00 0.75% -- 1/4/96 8/1/98 Kemper Blue Chip Fund-- Class C................ $ 483,989.00 0.75% -- 1/4/96 8/1/98 Kemper California Tax- Free Income Fund--Class B...................... $ 250,140.00 0.75% -- 1/4/96 8/1/98 Kemper California Tax- Free Income Fund--Class C...................... $ 35,644.00 0.75% -- 1/4/96 8/1/98 Kemper Contrarian Fund-- Class B................ $ 560,283.00 0.75% -- 1/4/96 8/1/98 Kemper Contrarian Fund-- Class C................ $ 96,876.00 0.75% -- 1/4/96 8/1/98 Kemper Floating Rate Fund--Class B.......... $ 615,520.00 0.60% -- 3/31/99 N/A Kemper Floating Rate Fund--Class C.......... $ 151,982.00 0.60% -- 9/29/99 N/A Kemper Florida Tax-Free Income Fund-- Class B.. $ 47,359.00 0.75% -- 1/4/96 8/1/98 Kemper Florida Tax-Free Income Fund-- Class C.. $ 7,939.00 0.75% -- 1/4/96 8/1/98 Kemper Growth Fund-- Class B................ $4,153,219.00 0.75% -- 1/4/96 8/1/98 Kemper Growth Fund-- Class C................ $ 276,256.00 0.75% -- 1/4/96 8/1/98
1
Fees Paid Pursuant to Distribution Plan as a Aggregate Percentage Fees Paid of Fund's Date of Pursuant to Average Net Date Most Recent Distribution Assets Distribution Amendment of Plan During During Amounts Paid to Plan was Distribution Fund/Class Period Period Affiliates(/1/) Adopted Plan ---------- ------------- ------------ --------------- ------------ ------------ Kemper High Yield Fund-- Class B................ $7,435,876.00 0.75% -- 1/4/96 8/1/98 Kemper High Yield Fund-- Class C................ $1,185,564.00 0.75% -- 1/4/96 8/1/98 Kemper International Research Fund-- Class B................ $ 2,182.00 0.75% -- 9/28/98 N/A Kemper International Research Fund-- Class C................ $ 1,129.00 0.75% -- 9/28/98 N/A Kemper New York Tax-Free Income Fund--Class B... $ 93,452.00 0.75% -- 1/4/96 8/1/98 Kemper New York Tax-Free Income Fund--Class C... $ 27,665.00 0.75% -- 1/4/96 8/1/98 Kemper Small Cap Value Fund--Class B.......... $1,440,281.00 0.75% -- 1/4/96 8/1/98 Kemper Small Cap Value Fund--Class C.......... $ 303,748.00 0.75% -- 1/4/96 8/1/98 Kemper Small Capitalization Equity Fund--Class B.......... $1,277,704.00 0.75% -- 1/4/96 8/1/98 Kemper Small Capitalization Equity Fund--Class C.......... $ 121,682.00 0.75% -- 1/4/96 8/1/98 Kemper Strategic Income Fund--Class B.......... $1,171,439.00 0.75% -- 1/4/96 8/1/98 Kemper Strategic Income Fund-- Class C......... $ 179,621.00 0.75% -- 1/4/96 8/1/98 Kemper Technology Fund-- Class B................ $8,716,430.00 0.75% -- 1/4/96 8/1/98 Kemper Technology Fund-- Class C................ $1,570,016.00 0.75% -- 1/4/96 8/1/98 Kemper Total Return Fund--Class B.......... $4,841,952.00 0.75% -- 1/4/96 8/1/98 Kemper Total Return Fund--Class C.......... $ 403,827.00 0.75% -- 1/4/96 8/1/98
2
Fees Paid Pursuant to Distribution Plan as a Aggregate Percentage Fees Paid of Fund's Date of Pursuant to Average Net Date Most Recent Distribution Assets Distribution Amendment of Plan During During Amounts Paid to Plan was Distribution Fund/Class Period Period Affiliates(/1/) Adopted Plan - ---------- ------------- ------------ --------------- ------------ ------------ Kemper U.S. Government Securities Fund-- Class B................ $ 927,940.00 0.75% -- 1/4/96 8/1/98 Kemper U.S. Government Securities Fund-- Class C................ $ 282,895.00 0.75% -- 1/4/96 8/1/98 Kemper-Dreman Financial Services Fund--Class B...................... $ 591,670.00 0.75% -- 1/21/98 8/1/98 Kemper-Dreman Financial Services Fund--Class C...................... $ 116,968.00 0.75% -- 1/21/98 8/1/98 Kemper-Dreman High Return Equity Fund-- Class B................ $9,810,348.00 0.75% -- 1/4/96 8/1/98 Kemper-Dreman High Return Equity Fund-- Class C................ $2,061,564.00 0.75% -- 1/4/96 8/1/98 Scudder Focus Growth Fund--Class B.......... $ 6,351.00 0.75% -- 11/18/98 N/A Scudder Focus Growth Fund--Class C.......... $ 6,351.00 0.75% -- 11/18/98 N/A Scudder Research Fund-- Class B................ $ 9,324.00 0.75% -- 11/18/98 N/A Scudder Research Fund-- Class C................ $ 9,323.00 0.75% -- 11/18/98 N/A Scudder S&P 500 Stock Fund-- Class B......... $ 5,716.00 0.75% -- 3/22/00 N/A Scudder S&P 500 Stock Fund-- Class C......... $ 5,656.00 0.75% -- 3/22/00 N/A
- ----------- (/1/)This column sets forth amounts paid to any person who is an affiliated person of the Fund, ZSI or KDI, an affiliated person of such person, or a person that during the most recent fiscal year received 10% or more of the aggregate amount paid by the Fund, on behalf of the applicable Class, under the applicable distribution plan. 3 APPENDIX 5 Allocation of Costs Each Class or Fund, as applicable, will pay its own allocable share of the cost of preparing, printing and mailing the enclosed proxy card(s) and Proxy Statement and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter, telephone or telegraph (all such costs are referred to as the "Proxy Costs"), except that, for each Fund, ZSI will bear any such expenses in excess of the amount set forth in column 1 for that Fund/Class. The amount borne by each Fund amounts to approximately the per share amount set forth in column 2 for that Fund/Class, based on May 31, 2000 net assets for the Fund.
Column 1 Column 2 (Maximum Allocated (Maximum Allocated Fund Expense) Cost Per Share) - ---- ------------------ ------------------ Kemper Aggressive Growth Fund Class A............................ $ 39,413.00 $0.0077 Class B............................ $ 51,234.00 0.0135 Class C............................ $ 10,840.00 0.0101 Kemper Blue Chip Fund Class A............................ $136,202.00 $0.0045 Class B............................ $ 84,579.00 0.0040 Class C*........................... -- -- Class I............................ $ 1,066.00 0.0023 Kemper California Tax-Free Income Fund Class A............................ $ 44,481.00 $0.0005 Class B............................ $ 2,494.00 $0.0006 Class C*........................... -- -- Kemper Contrarian Fund Class A............................ $ 36,727.00 $0.0050 Class B............................ $ 41,892.00 $0.0096 Class C............................ $ 7,431.00 $0.0096 Kemper Floating Rate Fund Class A............................ $ 1,085.00 $0.0008 Class B............................ $ 5,150.00 $0.0002 Class C............................ $ 600.00 $0.0001 Kemper Florida Tax-Free Income Fund Class A............................ $ 7,047.00 $0.0010 Class B*........................... -- -- Class C*........................... -- --
1
Column 1 Column 2 (Maximum Allocated (Maximum Allocated Fund Expense) Cost Per Share) - ---- ------------------ ------------------ Kemper Growth Fund Class A.................................. $ 99,105.00 $0.0007 Class B.................................. $160,824.00 $0.0050 Class C*................................. -- -- Class I.................................. $ 1,075.00 $0.0009 Kemper High Yield Fund Class A.................................. $143,815.00 $0.0004 Class B*................................. -- -- Class C.................................. $ 3,225.00 $0.0002 Class I*................................. -- -- Kemper International Research Fund Class A.................................. $ 15,974.00 $0.0054 Class B.................................. $ 987.00 $0.0479 Class C.................................. $ 332.00 $0.0321 Kemper New York Tax-Free Income Fund Class A*................................. -- -- Class B*................................. -- -- Class C*................................. -- -- Kemper Retirement Fund--Series III....................... $ 7,284.00 $0.0007 Kemper Retirement Fund--Series IV........................ $ 16,280.00 $0.0016 Kemper Retirement Fund--Series V......................... $ 16,509.00 $0.0015 Kemper Retirement Fund--Series VI........................ $ 12,961.00 $0.0024 Kemper Retirement Fund--Series VII....................... $ 13,103.00 $0.0032 Kemper Small Cap Value Fund Class A.................................. $ 95,915.00 $0.0081 Class B.................................. $120,540.00 $0.0112 Class C.................................. $ 25,744.00 $0.0113 Class I.................................. $ 1,066.00 $0.0049
2
Column 1 Column 2 (Maximum Allocated (Maximum Allocated Fund Expense) Cost Per Share) - ---- ------------------ ------------------ Kemper Small Capitalization Equity Fund Class A*................................. -- -- Class B.................................. $ 72,692.00 $0.0031 Class C*................................. -- -- Class I.................................. $ 1,071.00 $0.0005 Kemper Strategic Income Fund Class A.................................. $ 24,268.00 $0.0003 Class B.................................. $ 27,103.00 $0.0009 Class C.................................. $ 776.00 $0.0002 Kemper Target 2010 Fund.................. $ 16,566.00 $0.0022 Kemper Target 2011 Fund.................. $ 1,432.00 $0.0001 Kemper Technology Fund Class A.................................. $203,628.00 $0.0016 Class B.................................. $ 40,643.00 $0.0009 Class C.................................. $ 3,215.00 $0.0004 Class I.................................. $ 1,101.00 $0.0005 Kemper Total Return Fund Class A.................................. $ 21,836.00 $0.0001 Class B.................................. $176,927.00 $0.0033 Class C.................................. $ 972.00 $0.0002 Class I.................................. $ 587.00 $0.0006 Kemper U.S. Government Securities Fund Class A*................................. -- -- Class B.................................. $ 3,559.00 $0.0002 Class C.................................. $ 354.00 $0.0001 Class I.................................. $ 84.00 $0.0002 Kemper Worldwide 2004 Fund............... $ 8,441.00 $0.0034 Kemper-Dreman Financial Services Fund Class A.................................. $ 36,423.00 $0.0044 Class B.................................. $ 34,670.00 $0.0041 Class C.................................. $ 5,279.00 $0.0029 Kemper-Dreman High Return Equity Fund Class A*................................. -- -- Class B.................................. $ 85,535.00 $0.0019 Class C.................................. $ 25,700.00 $0.0028 Class I.................................. $ 1,132.00 $0.0016
3
Column 1 Column 2 (Maximum Allocated (Maximum Allocated Fund Expense) Cost Per Share) - ---- ------------------ ------------------ Scudder Focus Growth Fund Class A................................... $ 914.00 $0.0130 Class B................................... $ 702.00 $0.0100 Class C................................... $ 802.00 $0.0114 Scudder Research Fund Class A................................... $ 1,040.00 $0.0096 Class B................................... $ 1,018.00 $0.0097 Class C................................... $ 1,018.00 $0.0097 Scudder S&P 500 Stock Fund Class A*.................................. -- -- Class B*.................................. -- -- Class C*.................................. -- --
- ----------- * ZSI will bear the Proxy Costs for this Class. 4 APPENDIX 6 Fund Shares Outstanding The table below sets forth the number of shares outstanding for each class of each fund as of February 5, 2001.
Number of Shares Fund Outstanding - ---- ----------- Kemper Equity Trust Kemper-Dreman Financial Services Fund Class A........................................................... 7,928,541 Class B........................................................... 8,588,212 Class C........................................................... 1,846,085 Kemper Global/International Series, Inc. Kemper Global Blue Chip Fund........................................ 3,030,626 Kemper International Research Fund Class A........................................................... 3,252,006 Class B........................................................... 59,321 Class C........................................................... 18,853 Kemper High Yield Series Kemper High Yield Fund Class A........................................................... 391,968,973 Class B........................................................... 128,548,442 Class C........................................................... 24,063,740 Class I........................................................... 2,590,797 Kemper High Yield Opportunity Fund.................................. 3,281,482 Kemper State Tax-Free Income Series Kemper California Tax-Free Income Fund Class A........................................................... 100,498,646 Class B........................................................... 4,316,422 Class C........................................................... 518,644 Kemper Florida Tax-Free Income Fund Class A........................................................... 6,580,512 Class B........................................................... 593,708 Class C........................................................... 123,367
1
Number of Shares Fund Outstanding - ---- ----------- Kemper New York Tax-Free Income Fund Class A........................................................... 17,833,360 Class B........................................................... 1,168,860 Class C........................................................... 323,530 Kemper Ohio Tax-Free Income Fund.................................... 3,749,277 Kemper Target Equity Fund Kemper Target 2010 Fund............................................. 8,609,808 Kemper Target 2011 Fund............................................. 10,434,553 Kemper Retirement Fund--Series III.................................. 10,792,035 Kemper Retirement Fund--Series IV................................... 10,231,144 Kemper Retirement Fund--Series V.................................... 11,468,942 Kemper Retirement Fund--Series VI................................... 5,612,047 Kemper Retirement Fund--Series VII.................................. 4,053,354 Kemper Worldwide 2004 Fund.......................................... 2,549,790 Kemper Value Series, Inc. Kemper Contrarian Fund Class A........................................................... 6,758,861 Class B........................................................... 3,648,319 Class C........................................................... 722,718 Class I........................................................... 56,467 Kemper-Dreman High Return Equity Fund Class A........................................................... 50,789,488 Class B........................................................... 41,384,580 Class C........................................................... 8,691,510 Class I........................................................... 840,734 Kemper Small Cap Value Fund Class A........................................................... 9,397,357 Class B........................................................... 8,919,332 Class C........................................................... 1,734,155 Class I........................................................... 203,167 Scudder Investors Trust Scudder Focus Growth Fund Class A........................................................... 86,933 Class B........................................................... 88,495 Class C........................................................... 87,164
2
Number of Shares Fund Outstanding - ---- ----------- Scudder Research Fund Class A........................................................... 127,776 Class B........................................................... 115,398 Class C........................................................... 115,398 Scudder S&P 500 Stock Fund Class A........................................................... 4,458,093 Class B........................................................... 1,778,574 Class C........................................................... 470,684 Kemper Aggressive Growth Fund Class A........................................................... 7,273,856 Class B........................................................... 5,161,582 Class C........................................................... 1,457,318 Kemper Blue Chip Fund Class A........................................................... 30,582,923 Class B........................................................... 21,768,459 Class C........................................................... 3,857,746 Class I........................................................... 473,057 Kemper Floating Rate Fund Class A........................................................... 1,930,162 Class B........................................................... 25,849,878 Class C........................................................... 12,280,126 Kemper Growth Fund Class A........................................................... 148,572,261 Class B........................................................... 32,975,440 Class C........................................................... 3,002,187 Class I........................................................... 1,450,816 Kemper Small Capitalization Equity Fund Class A........................................................... 113,078,072 Class B........................................................... 27,705,026 Class C........................................................... 3,578,144 Class I........................................................... 2,839,666 Kemper Strategic Income Fund Class A........................................................... 76,982,721 Class B........................................................... 25,623,669 Class C........................................................... 3,991,175 Kemper Technology Fund Class A........................................................... 143,211,622 Class B........................................................... 56,751,949 Class C........................................................... 11,333,296 Class I........................................................... 2,363,900
3
Number of Shares Fund Outstanding - ---- ----------- Kemper Total Return Fund Class A........................................................... 270,184,890 Class B........................................................... 52,348,607 Class C........................................................... 6,209,112 Class I........................................................... 1,067,794 Kemper U.S. Government Securities Fund Class A........................................................... 283,599,411 Class B........................................................... 14,588,669 Class C........................................................... 4,781,446 Class I........................................................... 540,274
4 APPENDIX 7 Beneficial Owners of Fund Shares KEMPER AGGRESSIVE GROWTH FUND As of December 31, 2000, 452,701 shares in the aggregate, or 6.68% of the outstanding shares of Kemper Aggressive Growth Fund, Class A were held in the name of Scudder Trust Company, for the benefit of Credence Systems Corp. Sav- ings and Retirement Plan, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 303,985 shares in the aggregate, or 6.45% of the outstanding shares of Kemper Aggressive Growth Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Mary and Aaron Friedman, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 414,767 shares in the aggregate, or 8.08% of the outstanding shares of Kemper Aggressive Growth Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. KEMPER BLUE CHIP FUND As of December 31, 2000, 1,708,401 shares in the aggregate, or 7.73% of the outstanding shares of Kemper Blue Chip Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Mayra Tabba, 200 Lib- erty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 414,767 shares in the aggregate, or 8.08% of the outstanding shares of Kemper Blue Chip Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 215,739 shares in the aggregate, or 5.71% of the outstanding shares of Kemper Blue Chip Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 163,801 shares in the aggregate, or 34.93% of the outstanding shares of Kemper Blue Chip Fund, Class I were held in the name of Scudder Trust Company, for the benefit of Zurich Scudder Investments Profit Sharing Plan, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. 1 As of December 31, 2000, 295,681 shares in the aggregate, or 63.05% of the outstanding shares of Kemper Blue Chip Fund, Class I were held in the name of Zurich Scudder Investments, Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. KEMPER EQUITY TRUST As of December 31, 2000, 1,063,854 shares in the aggregate, or 13.61% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class A were held in the name of National Financial Services Corp., for the benefit of Betty Kapuscinski, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 692,557 shares in the aggregate, or 8.86% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class A were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 402,838 shares in the aggregate, or 5.15% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class A were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 413,976 shares in the aggregate, or 5.29% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class A were held in the name of LINSCO/Private Ledger Corp., 9785 Towne Centre Drive, San Die- go, CA 92121 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 890,131 shares in the aggregate, or 10.14% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,063,854 shares in the aggregate, or 13.61% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Charles Gilchrist, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 756,931 shares in the aggregate, or 8.85% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class B 2 were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 563,865 shares in the aggregate, or 6.59% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class B were held in the name of LINSCO/Private Ledger Corp., 9785 Towne Centre Drive, San Die- go, CA 92121 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 188,001 shares in the aggregate, or 10.39% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 115,555 shares in the aggregate, or 6.38% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class C were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the benefit of customers, 4800 Deer Lake Drive East, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 129,886 shares in the aggregate, or 7.17% of the outstanding shares of Kemper-Dreman Financial Services Fund, Class C were held in the name of Raymond James & Associates, Inc., P.O. Box 12749, St. Peters- burg, FL 33733 who may be deemed to be the beneficial owner of certain of these shares. KEMPER FLOATING RATE FUND As of December 31, 2000, 523,145 shares in the aggregate, or 29.37% of the outstanding shares of Kemper Floating Rate Fund, Class A were held in the name of National Financial Services Corp., for the benefit of Dale Bonifas, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 236,783 shares in the aggregate, or 13.29% of the outstanding shares of Kemper Floating Rate Fund, Class A were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 474,081 shares in the aggregate, or 26.61% of the outstanding shares of Kemper Floating Rate Fund, Class A were held in the name of LINSCO/Private Ledger Corp., 9785 Towne Center Drive, San Diego, CA 92121 who may be deemed to be the beneficial owner of certain of these shares. 3 As of December 31, 2000, 4,245,655 shares in the aggregate, or 16.77% of the outstanding shares of Kemper Floating Rate Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Charles Matthews Limited Partnership, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,933,799 shares in the aggregate, or 7.64% of the outstanding shares of Kemper Floating Rate Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 4,127,394 shares in the aggregate, or 16.31% of the outstanding shares of Kemper Floating Rate Fund, Class B were held in the name of BHC Securities, One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 2,237,936 shares in the aggregate, or 8.84% of the outstanding shares of Kemper Floating Rate Fund, Class B were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 766,285 shares in the aggregate, or 6.74% of the outstanding shares of Kemper Floating Rate Fund, Class C were held in the name of LINSCO/Private Ledger Corp., 9785 Towne Center Drive, San Diego, CA 92121 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 736,005 shares in the aggregate, or 6.47% of the outstanding shares of Kemper Floating Rate Fund, Class C were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 702,482 shares in the aggregate, or 6.18% of the outstanding shares of Kemper Floating Rate Fund, Class C were held in the name of BHC Securities, One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,804,960 shares in the aggregate, or 15.89% of the outstanding shares of Kemper Floating Rate Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. 4 As of December 31, 2000, 1,934,371 shares in the aggregate, or 17.03% of the outstanding shares of Kemper Floating Rate Fund, Class C were held in the name of National Financial Services Corp., for the benefit of Charles Matthews Limited Partnership, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. KEMPER GLOBAL/INTERNATIONAL SERIES, INC. As of December 31, 2000, 28,774 shares in the aggregate, or 7.61% of the outstanding shares of Kemper Emerging Markets Growth Fund, Class A were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 51,228 shares in the aggregate, or 13.54% of the outstanding shares of Kemper Emerging Markets Growth Fund, Class A were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 16,218 shares in the aggregate, or 6.38% of the outstanding shares of Kemper Emerging Markets Growth Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Patricia Clark, 200 Liberty Street, New York, NY 10281 who may be deemed to be the ben- eficial owner of certain of these shares. As of December 31, 2000, 43,787 shares in the aggregate, or 17.23% of the outstanding shares of Kemper Emerging Markets Growth Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 20,564 shares in the aggregate, or 8.09% of the outstanding shares of Kemper Emerging Markets Growth Fund, Class B were held in the name of First Clearing Corp., for the benefit of Pamela Dorne, 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 13,654 shares in the aggregate, or 5.37% of the outstanding shares of Kemper Emerging Markets Growth Fund, Class B were held in the name of Scudder Trust Company, for the benefit of Bill Baker, 11 North- eastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 14,132 shares in the aggregate, or 14.00% of the outstanding shares of Kemper Emerging Markets Growth Fund, Class C 5 were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 16,649 shares in the aggregate, or 16.50% of the outstanding shares of Kemper Emerging Markets Growth Fund, Class C were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 7,707 shares in the aggregate, or 7.63% of the outstanding shares of Kemper Emerging Markets Growth Fund, Class C were held in the name of Wick's Truck Trailers, Inc. 401k Plan, Omaha, NE 68135 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 81,897 shares in the aggregate, or 7.04% of the outstanding shares of Kemper Global Blue Chip Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 23,521 shares in the aggregate, or 6.34% of the outstanding shares of Kemper Global Blue Chip Fund, Class C were held in the name of Sterling Trust Company, for the benefit of Diana Roy, IRA, P.O. Box 173785, Denver, CO 80217 who may be deemed to be the beneficial owner of cer- tain of these shares. As of December 31, 2000, 108,856 shares in the aggregate, or 44.75% of the outstanding shares of Kemper Latin America Fund, Class A were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 13,111 shares in the aggregate, or 12.33% of the outstanding shares of Kemper Latin America Fund, Class B were held in the name of Zurich Scudder Investments, for the benefit of Gary Strausberg, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 8,177 shares in the aggregate, or 7.69% of the outstanding shares of Kemper Latin America Fund, Class B were held in the name of Zurich Scudder Investments, for the benefit of Robert and Maureen Malone, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 7,123 shares in the aggregate, or 6.70% of the outstanding shares of Kemper Latin America Fund, Class B were held in the name of Zurich Scudder Investments, for the benefit of Raymond James & Associates, Inc., P.O. Box 12749, St. Petersburg, FL 33733 who may be deemed to be the beneficial owner of certain of these shares. 6 As of December 31, 2000, 7,734 shares in the aggregate, or 7.27% of the outstanding shares of Kemper Latin America Fund, Class B were held in the name of LINSCO/Private Ledger Corp., 9785 Towne Center Drive, San Diego, CA 92121 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,451 shares in the aggregate, or 12.06% of the outstanding shares of Kemper Latin America Fund, Class C were held in the name of Scudder Trust Company, for the benefit of Charles Braun, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 905 shares in the aggregate, or 7.52% of the out- standing shares of Kemper Latin America Fund, Class C were held in the name of Painewebber, Inc., 1000 Harbor Blvd., Weehawken, NJ 07087 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,826 shares in the aggregate, or 15.19% of the outstanding shares of Kemper Latin America Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,172 shares in the aggregate, or 9.75% of the outstanding shares of Kemper Latin America Fund, Class C were held in the name of USAA Investment Management Company, 9800 Fredericksburg Road, San Antonio, TX 78288 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,230 shares in the aggregate, or 10.23% of the outstanding shares of Kemper Latin America Fund, Class C were held in the name of A.G. Edwards & Sons., custodian for the benefit of Gene Behl, Huntington Beach, CA 92647 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,172 shares in the aggregate, or 7.51% of the outstanding shares of Kemper Latin America Fund, Class C were held in the name of Retirement Accounts & Co., custodian for Alice Thornton Bell, IRA, P.O. Box 173785, Denver, CO 80217 who may be deemed to be the beneficial owner of cer- tain of these shares. As of December 31, 2000, 279,858 shares in the aggregate, or 7.89% of the outstanding shares of Kemper International Research Fund, Class A were held in the name of National Financial Services Corp., for the benefit of Donald and Theresa Sull, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. 7 As of December 31, 2000, 193,559 shares in the aggregate, or 5.46% of the outstanding shares of Kemper International Research Fund, Class A were held in the name of Blush & Co., P.O. Box 976, New York, NY 10268 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 219,908 shares in the aggregate, or 6.20% of the outstanding shares of Kemper International Research Fund, Class A were held in the name of Charles Schwab & Company, 101 Montgomery Street, San Francisco, CA 94104 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 13,364 shares in the aggregate, or 22.41% of the outstanding shares of Kemper International Research Fund, Class B were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 3,191 shares in the aggregate, or 5.35% of the outstanding shares of Kemper International Research Fund, Class B were held in the name of Scudder Trust Company, for the benefit of Donna Rigdon Toole, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 4,300 shares in the aggregate, or 7.21% of the outstanding shares of Kemper International Research Fund, Class B were held in the name of Scudder Trust Company, for the benefit of Roxanna Larsen Petti- grew, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the bene- ficial owner of certain of these shares. As of December 31, 2000, 13,339 shares in the aggregate, or 71.73% of the outstanding shares of Kemper International Research Fund, Class C were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,337 shares in the aggregate, or 7.19% of the outstanding shares of Kemper International Research Fund, Class C were held in the name of Zurich Scudder Investments, Inc., for the benefit of Seth Grossman, who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,613 shares in the aggregate, or 8.67% of the outstanding shares of Kemper International Research Fund, Class C were held in the name of Canton Radiology Services, Money Purchase Plan, 127 Palm Street, Canton, IL 61520 who may be deemed to be the beneficial owner of certain of these shares. 8 As of December 31, 2000, 1,196 shares in the aggregate, or 6.43% of the outstanding shares of Kemper International Research Fund, Class C were held in the name of Scudder Trust Company, for the benefit of Carlos Martinez, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. KEMPER GROWTH FUND As of December 31, 2000, 310,691 shares in the aggregate, or 21.90% of the outstanding shares of Kemper Growth Fund, Class I were held in the name of Scudder Trust Company, for the benefit of Zurich Scudder Investments, Inc., 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,049,321 shares in the aggregate, or 73.98% of the outstanding shares of Kemper Growth Fund, Class I were held in the name of Zurich Scudder Investments, Inc. Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. KEMPER HIGH YIELD SERIES As of December 31, 2000, 21,156,052 shares in the aggregate, or 5.70% of the outstanding shares of Kemper High Yield Fund, Class A were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glenn Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 9,775,594 shares in the aggregate, or 7.76% of the outstanding shares of Kemper High Yield Fund, Class B were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glenn Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 11,930,209 shares in the aggregate, or 9.47% of the outstanding shares of Kemper High Yield Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 9,186,099 shares in the aggregate, or 7.29% of the outstanding shares of Kemper High Yield Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Vivette DeLima, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,423,069 shares in the aggregate, or 6.97% of the outstanding shares of Kemper High Yield Fund, Class C were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glenn Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. 9 As of December 31, 2000, 1,171,359 shares in the aggregate, or 5.74% of the outstanding shares of Kemper High Yield Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 2,054,853 shares in the aggregate, or 10.07% of the outstanding shares of Kemper High Yield Fund, Class C were held in the name of National Financial Services Corp., for the benefit of Mobley McLean Shoe, Inc., 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,293,097 shares in the aggregate, or 6.33% of the outstanding shares of Kemper High Yield Fund, Class C were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the benefit of custom- ers, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 753,837 shares in the aggregate, or 34.32% of the outstanding shares of Kemper High Yield Fund, Class I were held in the name of Scudder Trust Company, for the benefit of Zurich Scudder Investments Profit Sharing Plan, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,410,966 shares in the aggregate, or 75.06% of the outstanding shares of Kemper High Yield Fund, Class I were held in the name of Zurich Scudder Investments, Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 220,626 shares in the aggregate, or 14.40% of the outstanding shares of Kemper High Yield Opportunity Fund, Class A were held in the name of National Financial Services Corp., for the benefit of Kenneth and Ingrid Stowe, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 172,911 shares in the aggregate, or 11.28% of the outstanding shares of Kemper High Yield Opportunity Fund, Class A were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glenn Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 151,735 shares in the aggregate, or 9.90% of the outstanding shares of Kemper High Yield Opportunity Fund, Class A were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. 10 As of December 31, 2000, 557,897 shares in the aggregate, or 37.36% of the outstanding shares of Kemper High Yield Opportunity Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 76,459 shares in the aggregate, or 27.56% of the outstanding shares of Kemper High Yield Opportunity Fund, Class C were held in the name of National Financial Services Corp., for the benefit of William Stark, 200 Liberty Street, New York, NY 10281 who may be deemed to be the ben- eficial owner of certain of these shares. As of December 31, 2000, 18,515 shares in the aggregate, or 6.67% of the outstanding shares of Kemper High Yield Opportunity Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 29,434 shares in the aggregate, or 10.61% of the outstanding shares of Kemper High Yield Opportunity Fund, Class C were held in the name of Prudential Securities, for the benefit of Franklin Bell, IRA, 1 New York Plaza, New York, NY 10004 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 20,036 shares in the aggregate, or 7.22% of the outstanding shares of Kemper High Yield Opportunity Fund, Class C were held in the name of Resources Trust Corp., for the benefit of Herman Levine, IRA, P.O. Box 5900, Denver, CO 80217 who may be deemed to be the beneficial owner of certain of these shares. KEMPER SMALL CAPITALIZATION EQUITY FUND As of December 31, 2000, 6,245,149 shares in the aggregate, or 5.49% of the outstanding shares of Kemper Small Capitalization Equity Fund, Class A were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 7,815,711 shares in the aggregate, or 6.88% of the outstanding shares of Kemper Small Capitalization Equity Fund, Class A were held in the name of Merrill Lynch Trust, Trustee for Chrysler 401K Plan, 265 Davidson Avenue, Somerset, NJ 08873 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 753,467 shares in the aggregate, or 26.73% of the outstanding shares of Kemper Small Capitalization Equity Fund, Class I 11 were held in the name of Zurich Scudder Investments, Inc. Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,979,777 shares in the aggregate, or 70.25% of the outstanding shares of Kemper Small Capitalization Equity Fund, Class I were held in the name of Zurich Scudder Investments, Inc. Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. KEMPER STATE TAX-FREE INCOME SERIES As of December 31, 2000, 7,315,749 shares in the aggregate, or 7.11% of the outstanding shares of Kemper California Tax-Free Income Fund, Class A were held in the name of Smith Barney, Inc., Mutual Fund Dept., 333 W. 34th Street, New York, NY 10001 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 7,649,314 shares in the aggregate, or 7.43% of the outstanding shares of Kemper California Tax-Free Income Fund, Class A were held in the name of BHC Securities Inc., One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 6,630,865 shares in the aggregate, or 6.63% of the outstanding shares of Kemper California Tax Free-Income Fund, Class A were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 7,898,873 shares in the aggregate, or 7.67% of the outstanding shares of Kemper California Tax-Free Income Fund, Class A were held in the name of Dean, Witter, Reynolds, Inc., 5 World Trade Center, New York, NY 10048 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 510,403 shares in the aggregate, or 11.71% of the outstanding shares of Kemper California Tax-Free Income Fund, Class B were held in the name of National Financial Services Corp., 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 218,672 shares in the aggregate, or 5.01% of the outstanding shares of Kemper California Tax-Free Income Fund, Class B were held in the name of Smith Barney, Inc., Mutual Fund Dept., 333 W. 34th Street, New York, NY 10001 who may be deemed to be the beneficial owner of certain of these shares. 12 As of December 31, 2000, 429,229 shares in the aggregate, or 9.84% of the outstanding shares of Kemper California Tax-Free Income Fund, Class B were held in the name of BHC Securities Inc., One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 290,208 shares in the aggregate, or 6.65% of the outstanding shares of Kemper California Tax-Free Income Fund, Class B were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 396,657 shares in the aggregate, or 9.10% of the outstanding shares of Kemper California Tax-Free Income Fund, Class B were held in the name of Dean, Witter, Reynolds, Inc., 5 World Trade Center, New York, NY 10048 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 51,394 shares in the aggregate, or 6.45% of the outstanding shares of Kemper California Tax-Free Income Fund, Class C were held in the name of Zurich Scudder Investments, Inc., for the benefit of Hel- ena Hale Living Trust, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 306,934 shares in the aggregate, or 38.52% of the outstanding shares of Kemper California Tax-Free Income Fund, Class C were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 174,264 shares in the aggregate, or 21.87% of the outstanding shares of Kemper California Tax-Free Income Fund, Class C were held in the name of Wedbush Morgan Securities, P.O. Box 30014, Los Angeles, CA 90030 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 493,013 shares in the aggregate, or 6.43% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class A were held in the name of National Financial Services Corp., for the benefit of Dorothea Cruice, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 930,143 shares in the aggregate, or 12.13% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class A were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the benefit of customers, 4800 Deer Lake Drive East, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. 13 As of December 31, 2000, 38,517 shares in the aggregate, or 6.32% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Lottie Strickland, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 41,975 shares in the aggregate, or 6.89% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 114,183 shares in the aggregate, or 18.75% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class B were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the benefit of customers, 4800 Deer Lake Drive East, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 50,957 shares in the aggregate, or 8.36% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class B were held in the name of Legg, Mason, Wood, Walker, Inc. P.O. Box 1476, Baltimore, MD 21203 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 18,916 shares in the aggregate, or 15.42% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class C were held in the name of National Financial Services Corp., for the benefit of David and Mary Pinkham, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 13,059 shares in the aggregate, or 10.64% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 7,444 shares in the aggregate, or 6.06% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class C were held in the name of BHC Securities Inc., One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 42,172 shares in the aggregate, or 34.37% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class C were held in the name of Southwest Securities Inc., for the benefit of Patricia Kaighin, P.O. Box 509002, Dallas, TX 75250 who may be deemed to be the beneficial owner of certain of these shares. 14 As of December 31, 2000, 15,322 shares in the aggregate, or 12.49% of the outstanding shares of Kemper Florida Tax-Free Income Fund, Class C were held in the name of LINSCO/Private Ledger Corp., 9785 Towne Center Drive, San Die- go, CA 92121 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 2,810,648 shares in the aggregate, or 14.68% of the outstanding shares of Kemper New York Tax-Free Income Fund, Class A were held in the name of National Financial Services Corp., for the benefit of Da- nielle Rozgon, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 252,149 shares in the aggregate, or 21.76% of the outstanding shares of Kemper New York Tax-Free Income Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Carmel and Paul Grech, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 67,353 shares in the aggregate, or 5.81% of the outstanding shares of Kemper New York Tax-Free Income Fund, Class B were held in the name of Smith Barney, Inc., Mutual Fund Dept., 333 W. 34th Street, New York, NY 10001 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 58,212 shares in the aggregate, or 5.02% of the outstanding shares of Kemper New York Tax-Free Income Fund, Class B were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the benefit of customers, 4800 Deer Lake Drive East, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 69,741 shares in the aggregate, or 20.25% of the outstanding shares of Kemper New York Tax-Free Income Fund, Class C were held in the name of Painewebber, for the benefit of Diane Riklis, 1000 Harbor Blvd., Weehawken, NJ 07087 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 74,852 shares in the aggregate, or 21.82% of the outstanding shares of Kemper New York Tax-Free Income Fund, Class C were held in the name of Advest Inc., 90 State House Square, Hartford, CT 06103 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 77,589 shares in the aggregate, or 22.62% of the outstanding shares of Kemper New York Tax-Free Income Fund, Class C were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the benefit of customers, 4800 Deer Lake Drive East, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. 15 As of December 31, 2000, 143,374 shares in the aggregate, or 5.76% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class A were held in the name of National Financial Services Corp., for the benefit of Nancy Young, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 822,822 shares in the aggregate, or 33.06% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class A were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 130,065 shares in the aggregate, or 12.15% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Ralph Povenmire, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 57,950 shares in the aggregate, or 5.41% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 458,505 shares in the aggregate, or 42.83% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class B were held in the name of BHC Securities Inc., One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 75,367 shares in the aggregate, or 7.04% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class B were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 62,518 shares in the aggregate, or 5.84% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class B were held in the name of Carey & Co., care of Huntington National Bank, P.O. Box 1558, Co- lumbus, OH 43215 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 12,088 shares in the aggregate, or 5.15% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class C were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the benefit of cus- tomers, 4800 Deer Lake Drive East, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. 16 As of December 31, 2000, 131,467 shares in the aggregate, or 56.10% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class C were held in the name of BHC Securities Inc., One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 39,300 shares in the aggregate, or 16.77% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class C were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 17,408 shares in the aggregate, or 7.42% of the outstanding shares of Kemper Ohio Tax-Free Income Fund, Class C were held in the name of Zurich Scudder Investments, Inc., for the benefit of Kathleen Fayen, 345 Park Avenue, New York, NY 10154 who may be deemed to be the benefi- cial owner of certain of these shares. KEMPER STRATEGIC INCOME FUND As of December 31, 2000, 990,965 shares in the aggregate, or 15.01% of the outstanding shares of Kemper Strategic Income Fund, Class A were held in the name of Scudder Trust Company, for the benefit of Angelo's Crushed Concrete 401k Plan, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 444,498 shares in the aggregate, or 6.73% of the outstanding shares of Kemper Strategic Income Fund, Class A were held in the name of Verb. & Co., for the benefit of Community Foundation, 4380 SW Macadam Avenue, Portland, OR 97201 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 2,724,921 shares in the aggregate, or 10.47% of the outstanding shares of Kemper Strategic Income Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Neva Propps, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 3,824,164 shares in the aggregate, or 14.70% of the outstanding shares of Kemper Strategic Income Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,353,874 shares in the aggregate, or 5.20% of the outstanding shares of Kemper Strategic Income Fund, Class B were held in 17 the name of Merrill, Lynch, Pierce, Fenner and Smith, for the exclusive bene- fit of customers, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,481,673 shares in the aggregate, or 5.69% of the outstanding shares of Kemper Strategic Income Fund, Class B were held in the name of BHC Securities Inc., One Commerce Square, 2005 Market Street, Philadelphia, PA 19103 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,635,480 shares in the aggregate, or 6.28% of the outstanding shares of Kemper Strategic Income Fund, Class B were held in the name of First Clearing Corp., for the benefit of Teresa and Michael Hollo- way, 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 516,551 shares in the aggregate, or 12.92% of the outstanding shares of Kemper Strategic Income Fund, Class C were held in the name of National Financial Services Corp., for the benefit of Lisa Cohen- Kiraly, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 453,478 shares in the aggregate, or 11.34% of the outstanding shares of Kemper Strategic Income Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 396,234 shares in the aggregate, or 9.91% of the outstanding shares of Kemper Strategic Income Fund, Class C were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the exclusive benefit of customers, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 50,252 shares in the aggregate, or 91.28% of the outstanding shares of Kemper Strategic Income Fund, Class I were held in the name of Zurich Scudder Investments, Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 4,510 shares in the aggregate, or 8.19% of the outstanding shares of Kemper Strategic Income Fund, Class I were held in the name of Zurich Scudder Investments, Money Purchase Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. 18 KEMPER TARGET EQUITY FUND As of December 31, 2000, 566,112 shares in the aggregate, or 6.50% of the outstanding shares of Kemper Target 2010 Fund were held in the name of Na- tional Financial Services Corp., for the benefit of Susan Gentile, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 645,018 shares in the aggregate, or 7.41% of the outstanding shares of Kemper Target 2010 Fund were held in the name of Donald- son, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 513,363 shares in the aggregate, or 5.89% of the outstanding shares of Kemper Target 2010 Fund were held in the name of First Clearing Corporation, 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 797,562 shares in the aggregate, or 7.65% of the outstanding shares of Kemper Target 2011 Fund were held in the name of Na- tional Financial Services Corp., for the benefit of Thomas Parker, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 652,765 shares in the aggregate, or 6.26% of the outstanding shares of Kemper Target 2011 Fund were held in the name of Donald- son, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 718,916 shares in the aggregate, or 6.56% of the outstanding shares of Kemper Retirement Fund, Series III were held in the name of National Financial Services Corp., for the benefit of David Taylor Chiro- practic Profit Sharing Plan, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 857,657 shares in the aggregate, or 7.82% of the outstanding shares of Kemper Retirement Fund, Series III were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 782,475 shares in the aggregate, or 7.55% of the outstanding shares of Kemper Retirement Fund, Series IV were held in the name of National Financial Services Corp., for the benefit of Judy Behn, 200 Lib- erty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. 19 As of December 31, 2000, 914,618 shares in the aggregate, or 8.83% of the outstanding shares of Kemper Retirement Fund, Series IV were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 546,430 shares in the aggregate, or 5.27% of the outstanding shares of Kemper Retirement Fund, Series IV were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,073,638 shares in the aggregate, or 9.25% of the outstanding shares of Kemper Retirement Fund, Series V were held in the name of National Financial Services Corp., for the benefit of Mitchell Darer, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 859,599 shares in the aggregate, or 7.23% of the outstanding shares of Kemper Retirement Fund, Series V were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 744,342 shares in the aggregate, or 13.16% of the outstanding shares of Kemper Retirement Fund, Series VI were held in the name of National Financial Services Corp., for the benefit of Anne Judith Dodge, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 437,955 shares in the aggregate, or 7.74% of the outstanding shares of Kemper Retirement Fund, Series VI were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 683,393 shares in the aggregate, or 16.72% of the outstanding shares of Kemper Retirement Fund, Series VII were held in the name of National Financial Services Corp., for the benefit of Melanie Zuik, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 360,465 shares in the aggregate, or 8.82% of the outstanding shares of Kemper Retirement Fund, Series VII were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 242,249 shares in the aggregate, or 9.39% of the outstanding shares of Kemper Worldwide 2004 Fund were held in the name of Na- tional Financial Services Corp., for the benefit of Anne & Michael Malone, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. 20 As of December 31, 2000, 161,752 shares in the aggregate, or 6.27% of the outstanding shares of Kemper Worldwide 2004 Fund were held in the name of Don- aldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 176,950 shares in the aggregate, or 6.86% of the outstanding shares of Kemper Worldwide 2004 Fund were held in the name of First Clearing Corp., 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the beneficial owner of certain of these shares. KEMPER TECHNOLOGY FUND As of December 31, 2000, 5,047,069 shares in the aggregate, or 8.88% of the outstanding shares of Kemper Technology Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Carolyn Muller, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 5,353,200 shares in the aggregate, or 9.42% of the outstanding shares of Kemper Technology Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 592,446 shares in the aggregate, or 5.36% of the outstanding shares of Kemper Technology Fund, Class C were held in the name of National Financial Services Corp., for the benefit of Mary Nicklas, 200 Lib- erty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 950,908 shares in the aggregate, or 8.61% of the outstanding shares of Kemper Technology Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 795,319 shares in the aggregate, or 7.20% of the outstanding shares of Kemper Technology Fund, Class C were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the benefit of customers, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 524,158 shares in the aggregate, or 23.17% of the outstanding shares of Kemper Technology Fund, Class I were held in the name of Scudder Trust Company, for the benefit of Zurich Scudder Investments, Inc. Profit Sharing Plan, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. 21 As of December 31, 2000, 1,672,964 shares in the aggregate, or 73.96% of the outstanding shares of Kemper Technology Fund, Class I were held in the name of Zurich Scudder Investments, Inc. Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. KEMPER TOTAL RETURN FUND As of December 31, 2000, 2,963,578 shares in the aggregate, or 5.58% of the outstanding shares of Kemper Total Return Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Richard and Janeen Miller, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 2,655,533 shares in the aggregate, or 5.00% of the outstanding shares of Kemper Total Return Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 422,528 shares in the aggregate, or 7.16% of the outstanding shares of Kemper Total Return Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 431,614 shares in the aggregate, or 7.31% of the outstanding shares of Kemper Total Return Fund, Class C were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, for the benefit of customers, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the bene- ficial owner of certain of these shares. As of December 31, 2000, 241,433 shares in the aggregate, or 22.56% of the outstanding shares of Kemper Total Return Fund, Class I were held in the name of Scudder Trust Company, for the benefit of Zurich Scudder Investments, Inc., 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 803,345 shares in the aggregate, or 75.06% of the outstanding shares of Kemper Total Return Fund, Class I were held in the name of Zurich Scudder Investments, Inc. Profit Sharing Plan for the benefit of Zu- rich Scudder Investments, Inc., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. KEMPER U.S. GOVERNMENT SECURITIES FUND As of December 31, 2000, 884,265 shares in the aggregate, or 5.96% of the outstanding shares of Kemper U.S. Government Securities Fund, Class B 22 were held in the name of National Financial Services Corp., for the benefit of Arshalus Tahan, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,535,642 shares in the aggregate, or 10.35% of the outstanding shares of Kemper U.S. Government Securities Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 953,463 shares in the aggregate, or 6.43% of the outstanding shares of Kemper U.S. Government Securities Fund, Class B were held in the name of Merrill, Lynch, Pierce Fenner and Smith, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 82,652 shares in the aggregate, or 16.43% of the outstanding shares of Kemper U.S. Government Securities Fund, Class I were held in the name of Scudder Trust Company, for the benefit of Zurich Scudder Investments Profit Sharing Plan, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 280,031 shares in the aggregate, or 55.66% of the outstanding shares of Kemper U.S. Government Securities Fund, Class I were held in the name of Zurich Scudder Investments, Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 49,222 shares in the aggregate, or 9.78% of the outstanding shares of Kemper U.S. Government Securities Fund, Class I were held in the name of State Street Bank and Trust Company, Custodian for Farm- er's Mutual Funds: Balanced Portfolio, 1 Heritage Drive, Quincy, MA 02171 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 36,249 shares in the aggregate, or 7.20% of the outstanding shares of Kemper U.S. Government Securities Fund, Class I were held in the name of State Street Bank and Trust Company, Custodian for Farm- er's Mutual Funds: Income with Growth Portfolio, 1 Heritage Drive, Quincy, MA 02171 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 37,994 shares in the aggregate, or 7.55% of the outstanding shares of Kemper U.S. Government Securities Fund, Class I were held in the name of State Street Bank and Trust Company, Custodian for Farm- er's Mutual Funds: Growth with Income Portfolio, 1 Heritage Drive, Quincy, MA 02171 who may be deemed to be the beneficial owner of certain of these shares. 23 KEMPER VALUE SERIES, INC. As of December 31, 2000, 990,965 shares in the aggregate, or 15.01% of the outstanding shares of Kemper Contrarian Fund, Class A were held in the name of Scudder Trust Company, for the benefit of Angelo's Crushed Concrete 401k Plan, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 444,498 shares in the aggregate, or 6.73% of the outstanding shares of Kemper Contrarian Fund, Class A were held in the name of Verb. & Co., for the benefit of Community Foundation, 4380 SW Macadam Avenue, Portland, OR 97201 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 366,593 shares in the aggregate, or 9.52% of the outstanding shares of Kemper Contrarian Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Joan Roalf, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 278,166 shares in the aggregate, or 7.22% of the outstanding shares of Kemper Contrarian Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 119,128 shares in the aggregate, or 16.42% of the outstanding shares of Kemper Contrarian Fund, Class C were held in the name of Merrill, Lynch, Pierce, Fenner and Smith, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 50,252 shares in the aggregate, or 91.28% of the outstanding shares of Kemper Contrarian Fund, Class I were held in the name of Zurich Scudder Investments, Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 4,510 shares in the aggregate, or 8.19% of the outstanding shares of Kemper Contrarian Fund, Class I were held in the name of Zurich Scudder Investments, Money Purchase Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 4,134,501 shares in the aggregate, or 8.36% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class A were held in the name of National Financial Services Corp., for the benefit of T.R. Thiaga-Rajan, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. 24 As of December 31, 2000, 2,715,056 shares in the aggregate, or 5.49% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class A were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 2,671,243 shares in the aggregate, or 5.40% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class A were held in the name of Charles Schwab & Co., 101 Montgomery Street, San Francis- co, CA 94104 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 4,905,671 shares in the aggregate, or 11.93% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Samuel Shaver, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 4,176,481 shares in the aggregate, or 10.15% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 2,304,212 shares in the aggregate, or 5.60% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class B were held in the name of Merrill, Lynch, Pierce Fenner and Smith, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 2,055,958 shares in the aggregate, or 5.00% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class B were held in the name of First Clearing Corp., for the benefit of Charles Dolloff, 10700 Wheat First Drive, Glen Allen, VA 23060 who may be deemed to be the ben- eficial owner of certain of these shares. As of December 31, 2000, 2,142,330 shares in the aggregate, or 5.21% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class B were held in the name of Dean Witter Reynolds, for the benefit of William Breadon, 5 World Trade Center, New York, NY 10048 who may be deemed to be the benefi- cial owner of certain of these shares. As of December 31, 2000, 796,080 shares in the aggregate, or 9.32% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class C were held in the name of National Financial Services Corp., for the benefit of Sidney Wolpert, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. 25 As of December 31, 2000, 590,369 shares in the aggregate, or 6.91% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class C were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 1,141,255 shares in the aggregate, or 13.36% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class C were held in the name of Merrill, Lynch, Pierce Fenner and Smith, 4800 Deer Lake Drive, Jacksonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 211,472 shares in the aggregate, or 26.50% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class I were held in the name of Scudder Trust Company, for the benefit of Zurich Scudder In- vestments Profit Sharing Plan, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 436,067 shares in the aggregate, or 54.65% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class I were held in the name of Zurich Scudder Investments, Profit Sharing Plan, 345 Park Ave- nue, New York, NY 10154 who may be deemed to be the beneficial owner of cer- tain of these shares. As of December 31, 2000, 74,300 shares in the aggregate, or 9.31% of the outstanding shares of Kemper-Dreman High Return Equity Fund, Class I were held in the name of Wells Fargo Bank, for the benefit of high return equity, P.O. Box 1533, Minneapolis, MN 55480 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 544,731 shares in the aggregate, or 6.03% of the outstanding shares of Kemper Small Cap Value Fund, Class A were held in the name of National Financial Services Corp., for the benefit of Kevin Lindholm, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 474,020 shares in the aggregate, or 5.25% of the outstanding shares of Kemper Small Cap Value Fund, Class A were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 874,115 shares in the aggregate, or 9.74% of the outstanding shares of Kemper Small Cap Value Fund, Class B were held in the name of National Financial Services Corp., for the benefit of Peggy Sleeper, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. 26 As of December 31, 2000, 743,436 shares in the aggregate, or 8.28% of the outstanding shares of Kemper Small Cap Value Fund, Class B were held in the name of Donaldson, Lufkin & Jenrette, P.O. Box 2052, Jersey City, NJ 07303 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 666,035 shares in the aggregate, or 7.42% of the outstanding shares of Kemper Small Cap Value Fund, Class B were held in the name of Merrill, Lynch, Pierce Fenner and Smith, 4800 Deer Lake Drive, Jack- sonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 97,660 shares in the aggregate, or 5.56% of the outstanding shares of Kemper Small Cap Value Fund, Class C were held in the name of National Financial Services Corp., for the benefit of Shirley Baumann, 200 Liberty Street, New York, NY 10281 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 323,648 shares in the aggregate, or 18.43% of the outstanding shares of Kemper Small Cap Value Fund, Class C were held in the name of Merrill, Lynch, Pierce Fenner and Smith, 4800 Deer Lake Drive, Jack- sonville, FL 32246 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 211,59X,695 shares in the aggregate, or 30.77% of the outstanding shares of Kemper Small Cap Value Fund, Class I were held in the name of Scudder Trust Company, for the benefit of Zurich Scudder Invest- ments Profit Sharing Plan, 11 Northeastern Blvd., Salem, NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 129,010 shares in the aggregate, or 66.49% of the outstanding shares of Kemper Small Cap Value Fund, Class I were held in the name of Zurich Scudder Investments, Profit Sharing Plan, 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. SCUDDER INVESTORS TRUST As of December 31, 2000, 36,090 shares in the aggregate, or 99.98% of the outstanding shares of Kemper Small Cap Value+Growth Fund, Class A were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. 27 As of December 31, 2000, 36,109 shares in the aggregate, or 99.98% of the outstanding shares of Kemper Small Cap Value+Growth Fund, Class B were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 36,109 shares in the aggregate, or 99.98% of the outstanding shares of Kemper Small Cap Value+Growth Fund, Class C were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 86,820 shares in the aggregate, or 99.98% of the outstanding shares of Scudder Focus Growth Fund, Class A were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 87,156 shares in the aggregate, or 98.81% of the outstanding shares of Scudder Focus Growth Fund, Class B were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 87,156 shares in the aggregate, or 99.99% of the outstanding shares of Scudder Focus Growth Fund, Class C were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 115,212 shares in the aggregate, or 90.18% of the outstanding shares of Scudder Research Fund, Class A were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 8,707 shares in the aggregate, or 6.81% of the outstanding shares of Scudder Research Fund, Class A were held in the name of Zurich Scudder Investments, Inc., for the benefit of Ed Villani, 345 Park Ave- nue, New York, NY 10154 who may be deemed to be the beneficial owner of cer- tain of these shares. As of December 31, 2000, 115,390 shares in the aggregate, or 99.99% of the outstanding shares of Scudder Research Fund, Class B were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 115,391 shares in the aggregate, or 99.19% of the outstanding shares of Scudder Research Fund, Class C were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. 28 As of December 31, 2000, 308,976 shares in the aggregate, or 9.78% of the outstanding shares of Scudder S&P 500 Stock Fund, Class A were held in the name of Scudder Trust Company, for the benefit of Credence Systems, 11 North- eastern Blvd., Salem NH 03079 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 176,640 shares in the aggregate, or 5.59% of the outstanding shares of Scudder S&P 500 Stock Fund, Class A were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 87,156 shares in the aggregate, or 98.81% of the outstanding shares of Scudder S&P 500 Stock Fund, Class B were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. As of December 31, 2000, 175,876 shares in the aggregate, or 48.82% of the outstanding shares of Scudder S&P 500 Stock Fund, Class C were held in the name of SSC Investment Corp., 345 Park Avenue, New York, NY 10154 who may be deemed to be the beneficial owner of certain of these shares. 29 APPENDIX 8 Fund Shares Owned by Nominees and Trustees/Directors Many of the nominees and Trustees/Directors own shares of the series of each Trust/Corporation and of other funds in the Kemper Family of Funds, allo- cating their investments among such funds based on their individual investment needs. The following tables set forth, for each nominee and Trustee/Director, the number of shares of each series of each Trust/Corporation owned as of De- cember 31, 2000. As of December 31, 2000, no Trustee/Director, nominee or of- ficer of a Trust/Corporation owned any shares of Kemper Ohio Tax-Free Income Fund, Kemper Latin America Fund, Kemper Emerging Markets Growth Fund, Kemper Target 2010 Fund, Kemper Target 2011 Fund, Kemper Retirement Fund--Series III, Kemper Retirement Fund--Series IV, Kemper Retirement Fund--Series VI, Kemper Retirement Fund--Series VII or Kemper Small Cap Value+Growth Fund. In addi- tion, the last column in the chart represents the aggregate dollar value of all shareholdings as of December 31, 2000 of each Trustee/Director or nominee in all funds in the Kemper Family of Funds for which such person is a board member or nominee. The information as to beneficial ownership is based on statements furnished to each Trust/Corporation by each nominee and Trustee/Director. Unless otherwise noted, beneficial ownership is based on sole voting and investment power. Unless otherwise noted, each nominee's and Trustee/Director's individual shareholdings of each class of any series of each Trust/Corporation constitute less than 1% of the outstanding shares of such class. Unless otherwise noted, as a group, the Trustees/Directors and of- ficers of each Trust/Corporation own less than 1% of the shares of each class of any series of each Trust/Corporation. For each Fund that has multiple clas- ses of shares, all ownership is of Class A shares. 1
Kemper- Kemper Kemper Kemper Kemper Dreman Kemper Global Inter- Kemper High Yield Aggressive Kemper Financial Floating Blue national Kemper High Oppor- Name of Growth Blue Chip Services Rate Chip Research Growth Yield tunity rustee/DirectorT Fund Fund Fund Fund Fund Fund Fund Fund Fund - ---------------- ---------- --------- --------- -------- ------ -------- ------ ------ ---------- James E. Akins.. N/A N/A 0 0 0 0 N/A N/A N/A John W. Ballantine...... 0 0 0 0 0 0 0 0 0 Lewis A. Burnham......... 0 0 0 0 0 0 0 0 78,566* Mark S. Casady.. 0 0 0 0 0 0 0 0 0 Linda C. Coughlin........ 260 254 0 0 399 0 375 880 890 Donald L. Dunaway......... 661(/1/) 5,738(/2/) 100 203 1,962(/3/) 153 13,979(/4/) 81,144(/3/) 0 James R. Edgar.. 0 0 0 0 0 0 0 0 0 William F. Glavin.......... 0 0 0 0 0 0 0 0 0 Arthur R. Gottschalk...... N/A N/A 0 0 0 0 N/A N/A N/A Robert B. Hoffman......... 0 0 0 0 0 0 953 0 1,139 Donald R. Jones........... 0 0 N/A N/A N/A N/A 0 0 0 Frederick T. Kelsey.......... N/A N/A 0 0 0 1,000 N/A N/A N/A Shirley D. Peterson........ 0 581 0 0 0 0 1,982 0 0 Kathryn L. Quirk........... N/A N/A 0 0 0 0 N/A N/A N/A Fred B. Renwick......... 0 0 0 0 0 0 0 0 0 William P. Sommers......... 0 0 0 0 0 0 1,410 0 0 John G. Weithers........ 0 0 0 0 0 300 563(/6/) 0 0 All Trustees/Directors, Nominees and Officers as a Group........... 911 5,992 100 203 2,361 1,453 23,109 82,324 80,595** Kemper Kemper Kemper Kemper Small Florida California New York Capitali- Tax-Free Tax-Free Tax-Free Name of zation Equity Income Income Income rustee/DirectorT Fund Fund Fund Fund - ---------------- --------------- ------------ ------------ ----------- James E. Akins.. N/A N/A N/A N/A John W. Ballantine...... 0 0 0 0 Lewis A. Burnham......... 11,374 0 0 0 Mark S. Casady.. 0 0 0 0 Linda C. Coughlin........ 898 0 0 0 Donald L. Dunaway......... 18,113(/5/) 110(/3/) 191(/3/) 101(/3/) James R. Edgar.. 0 0 0 0 William F. Glavin.......... 0 0 0 0 Arthur R. Gottschalk...... N/A N/A N/A N/A Robert B. Hoffman......... 15,075 0 0 0 Donald R. Jones........... 0 0 0 0 Frederick T. Kelsey.......... N/A N/A N/A N/A Shirley D. Peterson........ 2,074 0 0 0 Kathryn L. Quirk........... N/A N/A N/A N/A Fred B. Renwick......... 0 0 0 0 William P. Sommers......... 6,048 5,706 0 0 John G. Weithers........ 0 0 0 0 All Trustees/Directors, Nominees and Officers as a Group........... 56,450 5,816 191 101
- ---- * As of December 31, 2000, Mr. Burnham owned approximately 5.13% of the outstanding Class A shares of Kemper High Yield Opportunity Fund. ** As a group, as of December 31, 2000, the Trustees and officers owned 80,595 shares, which represented approximately 5.26% of the outstanding Class A shares of Kemper High Yield Opportunity Fund. (/1/)Mr. Dunaway does not have voting power with respect to 153 shares. (/2/)2,807 shares are held by joint ownership. 2,144 shares are held in a Keogh account and 787 shares are held in an IRA account. (/3/)Shares are held by joint ownership. (/4/)2,627 shares are held by joint ownership. Mr. Dunaway does not have vot- ing power with respect to 2,829 shares. (/5/)2,148 shares are held by joint ownership. 12,467 shares are held in a Keogh account and 3,498 shares are held in an IRA account. (/6/)Shares are held in an IRA account. 2
Kemper Kemper- Kemper Kemper U.S. Dreman Kemper Kemper Retire- World- Kemper Kemper Govern- Kemper High Small Scudder Strategic ment wide Tech- Total ment Cont- Return Cap Focus Name of Income Fund- 2004 nology Return Securities rarian Equity Value Growth Trustee/Director Fund Series V Fund Fund Fund Fund Fund Fund Fund Fund - ---------------- --------- -------- ------ ------ ------ ---------- ------ ------- ------ ------- James E. Akins.. N/A 0 0 N/A N/A N/A 0 15,000 4,009 0 John W. Ballantine...... 0 0 0 0 0 0 0 0 0 0 Lewis A. Burnham......... 0 0 0 19,633 0 0 0 0 0 0 Mark S. Casady.. 0 0 0 1,723 0 0 0 497 0 0 Linda C. Coughlin........ 0 0 0 257 0 0 0 0 271 0 Donald L. Dunaway......... 241(/3/) 0 0 8,207(/7/) 9,191 128 62 39 64 106 James R. Edgar.. 0 0 0 0 0 0 0 0 0 0 William F. Glavin.......... 0 0 0 0 0 0 0 0 0 0 Arthur R. Gottschalk...... N/A 0 0 N/A N/A N/A 0 0 0 0 Robert B. Hoffman......... 1,335 0 0 1,243 1,147 571 0 0 0 0 Donald R. Jones........... 0 0 0 0 0 0 N/A N/A N/A N/A Frederick T. Kelsey.......... N/A 0 0 N/A N/A N/A 0 0 0 0 Shirley D. Peterson........ 0 0 0 501 0 1,633 0 0 0 0 Kathryn L. Quirk........... N/A 0 0 N/A N/A N/A N/A N/A N/A 0 Fred B. Renwick......... 0 0 0 0 0 0 164 140 112 0 William P. Sommers......... 0 0 0 1,421 853 0 0 161 167 0 John G. Weithers........ 0 382(/6/) 357(/6/) 366(/6/) 0 0 325(/6/) 277(/6/) 225(/6/) 0 All Trustees/Directors, Nominees and Officers as a Group........... 1,576 382 357 31,628 22,735 2,332 589 15,617 4,848 106 Aggregate Dollar Value of Holdings in Scudder Kemper Funds Scudder S&P 500 For Which Each Name of Research Stock Person is a Board Trustee/Director Fund Fund Member or Nominee - ---------------- ---------- ------- ----------------- James E. Akins.. 0 0 $ 626,903.44 John W. Ballantine...... 0 0 $ 75,486.13 Lewis A. Burnham......... 0 0 $1,340,184.39 Mark S. Casady.. 0 0 $ 50,562.09 Linda C. Coughlin........ 0 0 $ 59,963.12 Donald L. Dunaway......... 99 122 $1,553,693.30 James R. Edgar.. 0 0 0 William F. Glavin.......... 0 0 0 Arthur R. Gottschalk...... N/A 0 0 Robert B. Hoffman......... 0 0 $1,357,197.94 Donald R. Jones........... N/A N/A $ 618,763.72 Frederick T. Kelsey.......... 0 0 $ 177,117.00 Shirley D. Peterson........ 0 0 $ 211,323.08 Kathryn L. Quirk........... 0 0 0 Fred B. Renwick......... 0 0 $ 16,183.12 William P. Sommers......... 0 0 $ 481,266.32 John G. Weithers........ 0 0 $ 153,882.29 All Trustees/Directors, Nominees and Officers as a Group........... 2,642*** 122 N/A
- ---- *** As a group, as of December 31, 2000, the Trustees and officers owned 2,543 shares, which represented approximately 1.99% of the outstanding Class A shares of Scudder Research Fund. (/3/) Shares are held by joint ownership. (/6/) Shares are held in an IRA account. (/7/) 4,309 shares are held by joint ownership. 3 Thank you for mailing your proxy card promptly! We appreciate your continuing support and look forward to serving your future investment needs. Kemper Funds . Kemper Aggressive Growth Fund . Kemper Blue Chip Fund . Kemper California Tax-Free Income Fund . Kemper Contrarian Fund . Kemper-Dreman Financial Services Fund . Kemper-Dreman High Return Equity Fund . Kemper Floating Rate Fund . Kemper Florida Tax-Free Income Fund . Kemper Growth Fund . Kemper High Yield Fund . Kemper International Research Fund . Scudder Focus Growth Fund (formerly Kemper Large Company Growth Fund) . Kemper New York Tax-Free Income Fund . Scudder Research Fund (formerly Kemper Research Fund) . Kemper Retirement-- Series III . Kemper Retirement-- Series IV . Kemper Retirement-- Series V . Kemper Retirement-- Series VI . Kemper Retirement-- Series VII . Scudder S&P 500 Stock Fund (formerly Kemper S&P 500 Index Fund) . Kemper Small Cap Value Fund . Kemper Small Capitalization Equity Fund . Kemper Strategic Income Fund . Kemper Target 2010 Fund . Kemper Target 2011 Fund . Kemper Technology Fund . Kemper Total Return Fund . Kemper U.S. Government Securities Fund . Kemper Worldwide 2004 Fund VOTE TODAY BY MAIL, TOUCH-TONE PHONE OR THE INTERNET CALL TOLL-FREE 1-888-221-0697 OR LOG ON TO WWW.PROXYWEB.COM/KEMPER PO Box 219151, Kansas City, MO 64121-9151 YOUR VOTE IS IMPORTANT! *** CONTROL NUMBER: 999 999 999 999 99 *** Please fold and detach card at perforation before mailing [NAME OF FUND] Special Meeting of Shareholders - May 24, 2001 I hereby appoint Philip J. Collora, Maureen E. Kane, Caroline Pearson and Kathryn L. Quirk, each with the full power of substitution, as my proxies to vote all shares of the above-referenced fund (the "Fund") that I am entitled to vote, as shown on the reverse side, at the Special Meeting of Shareholders (the "Special Meeting") of the Fund to be held on May 24, 2001 at 4:00 p.m., Eastern time, at the offices of Zurich Scudder Investments, Inc., 13th Floor, Two International Place, Boston, MA 02110-4103, and at any adjournments or postponements thereof. I hereby revoke any and all proxies with respect to such shares previously given by me. I acknowledge receipt of the Proxy Statement relating to the Special Meeting. This instruction may be revoked at any time prior to its exercise at the Special Meeting by execution of a subsequent proxy card, by written notice to the Fund's Secretary or by voting in person at the Special Meeting. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED. Dated ___________, 2001 Please sign exactly as your name or names appear. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such. ------------------------------------------- Signature(s) of Shareholder(s) YOUR VOTE IS IMPORTANT! Please fold and detach card at perforation before mailing This proxy, if properly executed, will be voted in the manner directed. If no instructions are indicated on a properly executed proxy, the proxy will be voted FOR approval of the proposals. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES/DIRECTORS OF THE FUND. THE BOARD OF TRUSTEES/DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSALS. PROPOSAL 1 To elect Trustees/Directors to hold office until their respective successors have been duly elected and qualified or until their earlier resignation or removal. NOMINEES: (01) John W. Ballantine, (02) Lewis A. Burnham, (03) Mark S. Casady, (04) Linda C. Coughlin, (05) Donald L. Dunaway, (06) James R. Edgar, (07) William F. Glavin, (08) Robert B. Hoffman, (09) Shirley D. Peterson, (10) Fred B. Renwick, (11) William P. Sommers, (12) John G. Weithers. Please vote by filling in the boxes below. FOR all nominees listed (except as noted in space provided) [_] WITHHOLD authority to vote for all nominees listed [_] INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NAME(S) ON THE LINE IMMEDIATELY BELOW. - -------------------------------------------------------------------------------- PROPOSAL 2 To approve a Rule 12b-1 Plan (for Class A) and an Amended and Restated Rule 12b-1 Plan (for each of Class B and Class C). FOR AGAINST ABSTAIN [_] [_] [_] PROPOSAL 3 To ratify the selection of Ernst & Young LLP as the independent auditors of the Fund for the Fund's current fiscal year. FOR AGAINST ABSTAIN [_] [_] [_] PROPOSAL 4 (Kemper Contrarian, Kemper Dreman High Return Equity and Kemper Small Cap Value Only). To approve Articles of Amendment and Restatement of the Fund's Articles of Incorporation. FOR AGAINST ABSTAIN [_] [_] [_] THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE -----END PRIVACY-ENHANCED MESSAGE-----