UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES.
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[X] MERGER
[ ] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer only
questions 1 through 10 of this form and complete
verification at the end of the form.)
2. Name of fund: KEMPER EUROPE FUND
3. Securities and Exchange Commission File No.: 811-7479.
4. Is this an initial Form N-8F or an amendment to a previously
filed Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
DAVID A. STURMS, VEDDER, PRICE, KAUFMAN & KAMMHOLZ, 222 N. LASALLE ST.,
SUITE 2600, CHICAGO, ILLINOIS 60601
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7. Name, address and telephone number of individual or entity
responsible for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
SCUDDER KEMPER INVESTMENTS, INC., TWO INTERNATIONAL PLACE, BOSTON,
MASSACHUSETTS 02110-4103
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND
PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR
THE PERIODS SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only
one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g.,
Delaware, Massachusetts):
MASSACHUSETTS
11. Provide the name and address of each investment adviser of the fund
(including subadvisers) during the last five years, even if the fund's contracts
with those advisers have been terminated:
SCUDDER KEMPER INVESTMENTS, INC., 345 PARK AVENUE, NEW YORK,
NEW YORK 10154
12. Provide the name and address of each principal underwriter of the
fund during the last five years, even if the fund's contracts with those
underwriters have been terminated:
KEMPER DISTRIBUTORS, INC.
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
13. If the fund is a unit investment trust ("UIT") provide:
NOT APPLICABLE
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(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-___________
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
ON MARCH 31, 1999, THE BOARD OF TRUSTEES OF APPLICANT APPROVED
A PLAN OF REORGANIZATION.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
ON JULY 27, 1999 (ADJOURNED FROM JULY 20, 1999), THE
SHAREHOLDERS OF THE APPLICANT APPROVED THE PLAN OF
REORGANIZATION.
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
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(a) If Yes, list the date(s) on which the fund made those
distributions:
SEPTEMBER 3, 1999
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of
distributions to shareholders. For Mergers, provide the
exchange ratio(s) used and explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
NO
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If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the
fund as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses:
$450,000.00
(ii) Accounting expenses:
$20,000.00
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(iii) Other expenses (list and identify separately):
PRINTING - $300,000.00
MAILING - $15,000.00
PROXY SOLICITATION - $30,000.00
(iv) Total expenses (sum of lines (i)-(iii) above):
$815,000.00
(b) How were those expenses allocated?
THE EXPENSES INCURRED IN THE REORGANIZATION WERE BORNE BY THE
SCUDDER NEW EUROPE FUND, INC. AND THE KEMPER EUROPE FUND BASED
ON THEIR RELATIVE NET ASSETS. BASED UPON THIS ALLOCATION,
SCUDDER NEW EUROPE FUND, INC. BORE APPROXIMATELY 83% AND KEMPER
EUROPE FUND BORE APPROXIMATELY 17% OF THESE EXPENSES.
(c) Who paid those expenses?
KEMPER EUROPE FUND PAID $138,398.00 OF THE TOTAL EXPENSES AND
SCUDDER NEW EUROPE FUND, INC. PAID $676,602.00 OF THE TOTAL
EXPENSES.
(d) How did the fund pay for unamortized expenses (if any)?
NONE.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidations?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
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25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
KEMPER NEW EUROPE FUND, INC. (FORMERLY KNOWN AS KEMPER SCUDDER
NEW EUROPE FUND, INC.)
(b) State the Investment Company Act file number of the fund
surviving the Merger:
FILE NO.: 811-5969
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
FILE NUMBER: 33-32430
FORM TYPE: N-14A
DATE FILED: JUNE 3, 1999
(d) If the merger or reorganization agreement has not been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
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VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Kemper Europe Fund (ii) he or she is the Vice-President of
Kemper Europe Fund and (iii) all actions by shareholders, trustees, and any
other body necessary to authorize the undersigned to execute and file this Form
N-8F application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his or her
knowledge, information and belief.
(Signature)
/s/PHILIP J. COLLORA
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Philip J. Collora
Vice President and Secretary
