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<PAGE> PAGE 3
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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<PAGE> PAGE 10
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<PAGE> PAGE 11
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<PAGE> PAGE 12
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<PAGE> PAGE 13
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<PAGE> PAGE 15
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<PAGE> PAGE 16
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<PAGE> PAGE 17
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<PAGE> PAGE 18
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<PAGE> PAGE 19
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<PAGE> PAGE 20
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<PAGE> PAGE 21
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<PAGE> PAGE 22
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<PAGE> PAGE 23
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<PAGE> PAGE 24
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<PAGE> PAGE 25
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<PAGE> PAGE 26
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<PAGE> PAGE 27
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SIGNATURE PHILIP J. COLLORA
TITLE V.P. AND SECRETARY
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<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
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FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
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<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
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<NAME> KEMPER EMERGING MARKETS GROWTH FUND CLASS A
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<TABLE> <S> <C>
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PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
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<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 012
<NAME> KEMPER EMERGING MARKETS GROWTH FUND CLASS B
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<TABLE> <S> <C>
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<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
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<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
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<NAME> KEMPER EMERGING MARKETS GROWTH FUND CLASS C
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<TABLE> <S> <C>
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<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
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<CIK> 0001046598
<NAME> KEMPER GLOBAL\INTERNATIONAL SERIES, INC.
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<LEGEND>
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<CIK> 0001046598
<NAME> KEMPER GLOBAL\INTERNATIONAL SERIES, INC.
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<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
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<CIK> 0001046598
<NAME> KEMPER GLOBAL\INTERNATIONAL SERIES, INC.
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 165
<TOTAL-LIABILITIES> 165
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,699
<SHARES-COMMON-STOCK> 72
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 27
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (185)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1)
<NET-ASSETS> 9,540
<DIVIDEND-INCOME> 75
<INTEREST-INCOME> 43
<OTHER-INCOME> 0
<EXPENSES-NET> (91)
<NET-INVESTMENT-INCOME> 27
<REALIZED-GAINS-CURRENT> (185)
<APPREC-INCREASE-CURRENT> (1)
<NET-CHANGE-FROM-OPS> (159)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 87
<NUMBER-OF-SHARES-REDEEMED> (15)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 9,520
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 43
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 285
<AVERAGE-NET-ASSETS> 5,137
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> .64
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.14
<EXPENSE-RATIO> 2.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 031
<NAME> KEMPER LATIN AMERICA FUND CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 1,730
<INVESTMENTS-AT-VALUE> 1,468
<RECEIVABLES> 52
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 12
<TOTAL-ASSETS> 1,533
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73
<TOTAL-LIABILITIES> 73
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,801
<SHARES-COMMON-STOCK> 155
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 8
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (87)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (262)
<NET-ASSETS> 1,460
<DIVIDEND-INCOME> 25
<INTEREST-INCOME> 11
<OTHER-INCOME> 0
<EXPENSES-NET> (25)
<NET-INVESTMENT-INCOME> 11
<REALIZED-GAINS-CURRENT> (90)
<APPREC-INCREASE-CURRENT> (262)
<NET-CHANGE-FROM-OPS> (341)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 174
<NUMBER-OF-SHARES-REDEEMED> (19)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,440
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 135
<AVERAGE-NET-ASSETS> 1,205
<PER-SHARE-NAV-BEGIN> 9.5
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> (2.25)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.31
<EXPENSE-RATIO> 2.21
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 032
<NAME> KEMPER LATIN AMERICA FUND CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 1,730
<INVESTMENTS-AT-VALUE> 1,468
<RECEIVABLES> 52
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 12
<TOTAL-ASSETS> 1,533
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73
<TOTAL-LIABILITIES> 73
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,801
<SHARES-COMMON-STOCK> 38
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 8
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (87)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (262)
<NET-ASSETS> 1,460
<DIVIDEND-INCOME> 25
<INTEREST-INCOME> 11
<OTHER-INCOME> 0
<EXPENSES-NET> (25)
<NET-INVESTMENT-INCOME> 11
<REALIZED-GAINS-CURRENT> (90)
<APPREC-INCREASE-CURRENT> (262)
<NET-CHANGE-FROM-OPS> (341)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 44
<NUMBER-OF-SHARES-REDEEMED> (6)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,440
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 135
<AVERAGE-NET-ASSETS> 1,205
<PER-SHARE-NAV-BEGIN> 9.5
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> (2.28)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.26
<EXPENSE-RATIO> 3.09
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 033
<NAME> KEMPER LATIN AMERICA FUND CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 1,730
<INVESTMENTS-AT-VALUE> 1,468
<RECEIVABLES> 52
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 12
<TOTAL-ASSETS> 1,533
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73
<TOTAL-LIABILITIES> 73
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,801
<SHARES-COMMON-STOCK> 7
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 8
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (87)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (262)
<NET-ASSETS> 1,460
<DIVIDEND-INCOME> 25
<INTEREST-INCOME> 11
<OTHER-INCOME> 0
<EXPENSES-NET> (25)
<NET-INVESTMENT-INCOME> 11
<REALIZED-GAINS-CURRENT> (90)
<APPREC-INCREASE-CURRENT> (262)
<NET-CHANGE-FROM-OPS> (341)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 26
<NUMBER-OF-SHARES-REDEEMED> (19)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,440
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 135
<AVERAGE-NET-ASSETS> 1,205
<PER-SHARE-NAV-BEGIN> 9.5
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> (2.28)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.26
<EXPENSE-RATIO> 3.06
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL THE CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 041
<NAME> KEMPER EMERGING MARKETS INCOME FUND CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 5,884
<INVESTMENTS-AT-VALUE> 5,403
<RECEIVABLES> 300
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 13
<TOTAL-ASSETS> 5,716
<PAYABLE-FOR-SECURITIES> 285
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 391
<TOTAL-LIABILITIES> 676
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,588
<SHARES-COMMON-STOCK> 816
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 18
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,084)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (482)
<NET-ASSETS> 5,040
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 518
<OTHER-INCOME> 0
<EXPENSES-NET> (100)
<NET-INVESTMENT-INCOME> 418
<REALIZED-GAINS-CURRENT> (2,084)
<APPREC-INCREASE-CURRENT> (482)
<NET-CHANGE-FROM-OPS> (2,148)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (373)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 795
<NUMBER-OF-SHARES-REDEEMED> (25)
<SHARES-REINVESTED> 46
<NET-CHANGE-IN-ASSETS> 5,020
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 40
<INTEREST-EXPENSE> 31
<GROSS-EXPENSE> 238
<AVERAGE-NET-ASSETS> 4,581
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .64
<PER-SHARE-GAIN-APPREC> (4.14)
<PER-SHARE-DIVIDEND> (.61)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.39
<EXPENSE-RATIO> 1.68
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL THE CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 042
<NAME> KEMPER EMERGING MARKETS INCOME FUND CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 5,884
<INVESTMENTS-AT-VALUE> 5,403
<RECEIVABLES> 300
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 13
<TOTAL-ASSETS> 5,716
<PAYABLE-FOR-SECURITIES> 285
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 391
<TOTAL-LIABILITIES> 676
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,588
<SHARES-COMMON-STOCK> 101
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 18
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,084)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (482)
<NET-ASSETS> 5,040
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 518
<OTHER-INCOME> 0
<EXPENSES-NET> (100)
<NET-INVESTMENT-INCOME> 418
<REALIZED-GAINS-CURRENT> (2,084)
<APPREC-INCREASE-CURRENT> (482)
<NET-CHANGE-FROM-OPS> (2,148)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (21)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 101
<NUMBER-OF-SHARES-REDEEMED> (3)
<SHARES-REINVESTED> 3
<NET-CHANGE-IN-ASSETS> 5,020
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 40
<INTEREST-EXPENSE> 31
<GROSS-EXPENSE> 238
<AVERAGE-NET-ASSETS> 4,581
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .53
<PER-SHARE-GAIN-APPREC> (4.09)
<PER-SHARE-DIVIDEND> (.56)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.38
<EXPENSE-RATIO> 2.56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL THE CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 043
<NAME> KEMPER EMERGING MARKETS INCOME FUND CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 5,884
<INVESTMENTS-AT-VALUE> 5,403
<RECEIVABLES> 300
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 13
<TOTAL-ASSETS> 5,716
<PAYABLE-FOR-SECURITIES> 285
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 391
<TOTAL-LIABILITIES> 676
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,588
<SHARES-COMMON-STOCK> 18
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 18
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,084)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (482)
<NET-ASSETS> 5,040
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 518
<OTHER-INCOME> 0
<EXPENSES-NET> (100)
<NET-INVESTMENT-INCOME> 418
<REALIZED-GAINS-CURRENT> (2,084)
<APPREC-INCREASE-CURRENT> (482)
<NET-CHANGE-FROM-OPS> (2,148)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 18
<NUMBER-OF-SHARES-REDEEMED> (1)
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 5,020
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 40
<INTEREST-EXPENSE> 31
<GROSS-EXPENSE> 238
<AVERAGE-NET-ASSETS> 4,581
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .54
<PER-SHARE-GAIN-APPREC> (4.09)
<PER-SHARE-DIVIDEND> (.56)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 5.39
<EXPENSE-RATIO> 2.53
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 051
<NAME> KEMPER INTERNATIONAL GROWTH AND INCOME FUND CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 4,814
<INVESTMENTS-AT-VALUE> 4,575
<RECEIVABLES> 286
<ASSETS-OTHER> 24
<OTHER-ITEMS-ASSETS> 13
<TOTAL-ASSETS> 4,898
<PAYABLE-FOR-SECURITIES> 456
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 171
<TOTAL-LIABILITIES> 627
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,658
<SHARES-COMMON-STOCK> 214
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 4
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (150)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (241)
<NET-ASSETS> 4,271
<DIVIDEND-INCOME> 46
<INTEREST-INCOME> 15
<OTHER-INCOME> 0
<EXPENSES-NET> (40)
<NET-INVESTMENT-INCOME> 21
<REALIZED-GAINS-CURRENT> (151)
<APPREC-INCREASE-CURRENT> (241)
<NET-CHANGE-FROM-OPS> (371)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 12
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 227
<NUMBER-OF-SHARES-REDEEMED> (14)
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 4,251
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 18
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 260
<AVERAGE-NET-ASSETS> 2,160
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .13
<PER-SHARE-GAIN-APPREC> .20
<PER-SHARE-DIVIDEND> (.10)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.73
<EXPENSE-RATIO> 1.81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 052
<NAME> KEMPER INTERNATIONAL GROWTH AND INCOME FUND CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 4,814
<INVESTMENTS-AT-VALUE> 4,575
<RECEIVABLES> 286
<ASSETS-OTHER> 24
<OTHER-ITEMS-ASSETS> 13
<TOTAL-ASSETS> 4,898
<PAYABLE-FOR-SECURITIES> 456
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 171
<TOTAL-LIABILITIES> 627
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,658
<SHARES-COMMON-STOCK> 177
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 4
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (150)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (241)
<NET-ASSETS> 4,271
<DIVIDEND-INCOME> 46
<INTEREST-INCOME> 15
<OTHER-INCOME> 0
<EXPENSES-NET> (40)
<NET-INVESTMENT-INCOME> 21
<REALIZED-GAINS-CURRENT> (151)
<APPREC-INCREASE-CURRENT> (241)
<NET-CHANGE-FROM-OPS> (371)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 185
<NUMBER-OF-SHARES-REDEEMED> (8)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,251
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 18
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 260
<AVERAGE-NET-ASSETS> 2,160
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> .22
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.71
<EXPENSE-RATIO> 2.69
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046598
<NAME> KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
<SERIES>
<NUMBER> 053
<NAME> KEMPER INTERNATIONAL GROWTH AND INCOME FUND CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 4,814
<INVESTMENTS-AT-VALUE> 4,575
<RECEIVABLES> 286
<ASSETS-OTHER> 24
<OTHER-ITEMS-ASSETS> 13
<TOTAL-ASSETS> 4,898
<PAYABLE-FOR-SECURITIES> 456
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 171
<TOTAL-LIABILITIES> 627
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,658
<SHARES-COMMON-STOCK> 49
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 4
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (150)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (241)
<NET-ASSETS> 4,271
<DIVIDEND-INCOME> 46
<INTEREST-INCOME> 15
<OTHER-INCOME> 0
<EXPENSES-NET> (40)
<NET-INVESTMENT-INCOME> 21
<REALIZED-GAINS-CURRENT> (151)
<APPREC-INCREASE-CURRENT> (241)
<NET-CHANGE-FROM-OPS> (371)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 66
<NUMBER-OF-SHARES-REDEEMED> (17)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,251
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 18
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 260
<AVERAGE-NET-ASSETS> 2,160
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> .21
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.71
<EXPENSE-RATIO> 2.66
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
REPORT OF INDEPENDENT AUDITORS
Board of Trustees
Kemper Funds
In planning and performing our audit of the financial statements of
each of the Kemper Funds listed in Exhibit A attached hereto (the
"Funds") for the period ended as of the date listed in Exhibit A
attached hereto ("Report Date"), we considered their internal
control, including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, not to provide assurance on internal
control.
The management of the Funds is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets
against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud
may occur and not be detected. Also, projection of any evaluation of
internal control to future periods is subject to the risk that it may
become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the
design or operation of one or more of specific internal control
components does not reduce to a relatively low level the risk that
errors or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters
involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses
as defined above as of Report Date.
This report is intended solely for the information and use of the
board of trustees and management and the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Chicago, Illinois
December 16, 1998
Kemper Funds
Exhibit A
October 31, 1998
Kemper Global International Series:
Kemper Latin America Fund
Kemper Emerging Markets Growth Fund
Kemper Emerging Markets Income Fund
Kemper International Growth and Income Fund
Kemper Global Blue Chip Fund
Kemper Diversified Income Fund
Kemper Blue Chip Fund
Kemper International Fund
Kemper Growth Fund of Spain
G:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KGIS\UNDER81.DOC 6
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made this 1st day of August, 1998 between KEMPER
GLOBAL/INTERNATIONAL SERIES, INC., a Maryland corporation (the
"Fund"), and KEMPER DISTRIBUTORS, INC., a Delaware corporation
("KDI")., a Massachusetts business trust (the "Fund"), and KEMPER
DISTRIBUTORS, INC., a Delaware corporation ("KDI").
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto
as follows:
1. The Fund hereby appoints KDI to act as agent for
distribution of shares of beneficial interest (hereinafter called
"shares") of the Fund in jurisdictions wherein shares of the Fund
may legally be offered for sale; provided, however, that the Fund
in its absolute discretion may (a) issue or sell shares directly
to holders of shares of the Fund upon such terms and conditions
and for such consideration, if any, as it may determine, whether
in connection with the distribution of subscription or purchase
rights, the payment or reinvestment of dividends or
distributions, or otherwise; or (b) issue or sell shares at net
asset value to the shareholders of any other investment company,
for which KDI shall act as exclusive distributor, who wish to
exchange all or a portion of their investment in shares of such
other investment company for shares of the Fund. KDI shall
appoint various financial service firms ("Firms") to provide
distribution services to investors. The Firms shall provide such
office space and equipment, telephone facilities, personnel,
literature distribution, advertising and promotion as is
necessary or beneficial for providing information and
distribution services to existing and potential clients of the
Firms. KDI may also provide some of the above services for the
Fund.
KDI accepts such appointment as distributor and principal
underwriter and agrees to render such services and to assume the
obligations herein set forth for the compensation herein
provided. KDI shall for all purposes herein provided be deemed
to be an independent contractor and, unless expressly provided
herein or otherwise authorized, shall have no authority to act
for or represent the Fund in any way. KDI, by separate agreement
with the Fund, may also serve the Fund in other capacities. The
services of KDI to the Fund under this Agreement are not to be
deemed exclusive, and KDI shall be free to render similar
services or other services to others so long as its services
hereunder are not impaired thereby.
In carrying out its duties and responsibilities hereunder,
KDI will, pursuant to separate written contracts, appoint various
Firms to provide advertising, promotion and other distribution
services contemplated hereunder directly to or for the benefit of
existing and potential shareholders who may be clients of such
Firms. Such Firms shall at all times be deemed to be independent
contractors retained by KDI and not the Fund.
KDI shall use its best efforts with reasonable promptness to
sell such part of the authorized shares of the Fund remaining
unissued as from time to time shall be effectively registered
under the Securities Act of 1933 ("Securities Act"), at prices
determined as hereinafter provided and on terms hereinafter set
forth, all subject to applicable federal and state laws and
regulations and to the Fund's organizational documents.
2. KDI shall sell shares of the Fund to or through
qualified Firms in such manner, not inconsistent with the
provisions hereof and the then effective registration statement
(and related prospectus) of the Fund under the Securities Act, as
KDI may determine from time to time, provided that no Firm or
other person shall be appointed or authorized to act as agent of
the Fund without prior consent of the Fund. In addition to sales
made by it as agent of the Fund, KDI may, in its discretion, also
sell shares of the Fund as principal to persons with whom it does
not have selling group agreements.
Shares of any class of any series of the Fund offered for
sale or sold by KDI shall be so offered or sold at a price per
share determined in accordance with the then current prospectus.
The price the Fund shall receive for all shares purchased from it
shall be the net asset value used in determining the public
offering price applicable to the sale of such shares. Any excess
of the sales price over the net asset value of the shares of the
Fund sold by KDI as agent shall be retained by KDI as a
commission for its services hereunder. KDI may compensate Firms
for sales of shares at the commission levels provided in the
Fund's prospectus from time to time. KDI may pay other
commissions, fees or concessions to Firms, any may pay them to
others in its discretion, in such amounts as KDI shall determine
from time to time. KDI shall be entitled to receive and retain
any applicable contingent deferred sales charge as described in
the Fund's prospectus. KDI shall also receive any distribution
services fee payable by the Fund as provided in the Fund's
Amended and Restated 12b-1 Plan, as amended from time to time
(the "Plan").
KDI will require each Firm to conform to the provisions
hereof and the Registration Statement (and related prospectus) at
the time in effect under the Securities Act with respect to the
public offering price or net asset value, as applicable, of the
Fund's shares, and neither KDI nor any such Firms shall withhold
the placing of purchase orders so as to make a profit thereby.
3. The Fund will use its best efforts to keep effectively
registered under the Securities Act for sale as herein
contemplated such shares as KDI shall reasonably request and as
the Securities and Exchange Commission shall permit to be so
registered. Notwithstanding any other provision hereof, the Fund
may terminate, suspend or withdraw the offering of shares
whenever, in its sole discretion, it deems such action to be
desirable.
4. The Fund will execute any and all documents and furnish
any and all information that may be reasonably necessary in
connection with the qualification of its shares for sale
(including the qualification of the Fund as a dealer where
necessary or advisable) in such states as KDI may reasonably
request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its
opinion is unduly burdensome). The Fund will furnish to KDI from
time to time such information with respect to the Fund and its
shares as KDI may reasonably request for use in connection with
the sale of shares of the Fund.
5. KDI shall issue and deliver or shall arrange for
various Firms to issue and deliver on behalf of the Fund such
confirmations of sales made by it pursuant to this Agreement as
may be required. At or prior to the time of issuance of shares,
KDI will pay or cause to be paid to the Fund the amount due the
Fund for the sale of such shares. Certificates shall be issued
or shares registered on the transfer books of the Fund in such
names and denominations as KDI may specify.
6. KDI shall order shares of the Fund from the Fund only
to the extent that it shall have received purchase orders
therefor. KDI will not make, or authorize Firms or others to
make (a) any short sales of shares of the Fund; or (b) any sales
of such shares to any Board member or officer of the Fund or to
any officer or Board member of KDI or of any corporation or
association furnishing investment advisory, managerial or
supervisory services to the Fund, or to any corporation or
association, unless such sales are made in accordance with the
then current prospectus relating to the sale of such shares.
KDI, as agent of and for the account of the Fund, may repurchase
the shares of the Fund at such prices and upon such terms and
conditions as shall be specified in the current prospectus of the
Fund. In selling or reacquiring shares of the Fund for the
account of the Fund, KDI will in all respects conform to the
requirements of all state and federal laws and the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.,
relating to such sale or reacquisition, as the case may be, and
will indemnify and save harmless the Fund from any damage or
expense on account of any wrongful act by KDI or any employee,
representative or agent of KDI. KDI will observe and be bound by
all the provisions of the Fund's organizational documents (and of
any fundamental policies adopted by the Fund pursuant to the
Investment Company Act of 1940 (the "Investment Company Act"),
notice of which shall have been given to KDI) which at the time
in any way require, limit, restrict, prohibit or otherwise
regulate any action on the part of KDI hereunder.
7. The Fund shall assume and pay all charges and expenses
of its operations not specifically assumed or otherwise to be
provided by KDI under this Agreement or the Plan. The Fund will
pay or cause to be paid expenses (including the fees and
disbursements of its own counsel) of any registration of the Fund
and its shares under the United States securities laws and
expenses incident to the issuance of shares of beneficial
interest, such as the cost of share certificates, issue taxes,
and fees of the transfer agent. KDI will pay all expenses (other
than expenses which one or more Firms may bear pursuant to any
agreement with KDI) incident to the sale and distribution of the
shares issued or sold hereunder, including, without limiting the
generality of the foregoing, all (a) expenses of printing and
distributing any prospectus and of preparing, printing and
distributing or disseminating any other literature, advertising
and selling aids in connection with the offering of the shares
for sale (except that such expenses need not include expenses
incurred by the Fund in connection with the preparation,
typesetting, printing and distribution of any registration
statement or prospectus, report or other communication to
shareholders in their capacity as such), (b) expenses of
advertising in connection with such offering and (c) expenses
(other than the Fund's auditing expenses) of qualifying or
continuing the qualification of the shares for sale and, in
connection therewith, of qualifying or continuing the
qualification of the Fund as a dealer or broker under the laws of
such states as may be designated by KDI under the conditions
herein specified. No transfer taxes, if any, which may be
payable in connection with the issue or delivery or shares sold
as herein contemplated or of the certificates for such shares
shall be borne by the Fund, and KDI will indemnify and hold
harmless the Fund against liability for all such transfer taxes.
8. This Agreement shall become effective on the date
hereof and shall continue until March 1, 1999; and shall continue
from year to year thereafter only so long as such continuance is
approved in the manner required by the Investment Company Act.
This Agreement shall automatically terminate in the event of
its assignment and may be terminated at any time without the
payment of any penalty by the Fund or by KDI on sixty (60) days'
written notice to the other party. The Fund may effect
termination with respect to any class of any series of the Fund
by a vote of (i) a majority of the Board members who are not
interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan, this Agreement,
or in any other agreement related to the Plan, or (ii) a majority
of the outstanding voting securities of such series or class.
Without prejudice to any other remedies of the Fund, the Fund may
terminate this Agreement at any time immediately upon KDI's
failure to fulfill any of its obligations hereunder.
All material amendments to this Agreement must be approved
by a vote of a majority of the Board, and of the Board members
who are not interested persons of the Fund and who have no direct
or indirect financial interest in the operation of the Plan, this
Agreement or in any other agreement related to the Plan, cast in
person at a meeting called for such purpose.
The terms "assignment," "interested person" and "vote of a
majority of the outstanding voting securities" shall have the
meanings set forth in the Investment Company Act and the rules
and regulations thereunder.
KDI shall receive such compensation for its distribution
services as set forth in the Plan. Termination of this Agreement
shall not affect the right of KDI to receive payments on any
unpaid balance of the compensation earned prior to such
termination, as set forth in the Plan.
9. KDI will not use or distribute, or authorize the use,
distribution or dissemination by Firms or others in connection
with the sale of Fund shares any statements other than those
contained in the Fund's current prospectus, except such
supplemental literature or advertising as shall be lawful under
federal and state securities laws and regulations. KDI will
furnish the Fund with copies of all such material.
10. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
11. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
12. All parties hereto are expressly put on notice of the
Fund's Agreement and Declaration of Trust, and all amendments
thereto, all of which are on file with the Secretary of The
Commonwealth of Massachusetts, and the limitation of shareholder
and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as
such representatives and not individually, and the obligations of
the Fund hereunder are not binding upon any of the Trustees,
officers or shareholders of the Fund individually but are binding
upon only the assets and property of the Fund. With respect to
any claim by KDI for recovery of any liability of the Fund
arising hereunder allocated to a particular series or class,
whether in accordance with the express terms hereof or otherwise,
KDI shall have recourse solely against the assets of that series
or class to satisfy such claim and shall have no recourse against
the assets of any other series or class for such purpose.
13. This Agreement shall be construed in accordance with
applicable federal law and with the laws of The Commonwealth of
Massachusetts.
14. This Agreement is the entire contract between the
parties relating to the subject matter hereof and supersedes all
prior agreements between the parties relating to the subject
matter hereof.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the Fund and KDI have caused this
Agreement to be executed as of the day and year first above
written.
KEMPER GLOBAL/INTERNATIONAL
SERIES, INC.
By:
Title:
ATTEST:
Title:
KEMPER DISTRIBUTORS, INC.
By:
Title:
ATTEST:
Title:
G:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KGIS\UNDER97.DOC 6
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made this 7th day of September, 1998 between KEMPER
GLOBAL/INTERNATIONAL SERIES, INC., a Maryland corporation (the
"Fund"), and KEMPER DISTRIBUTORS, INC., a Delaware corporation
("KDI")., a Massachusetts business trust (the "Fund"), and KEMPER
DISTRIBUTORS, INC., a Delaware corporation ("KDI").
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto
as follows:
1. The Fund hereby appoints KDI to act as agent for
distribution of shares of beneficial interest (hereinafter called
"shares") of the Fund in jurisdictions wherein shares of the Fund
may legally be offered for sale; provided, however, that the Fund
in its absolute discretion may (a) issue or sell shares directly
to holders of shares of the Fund upon such terms and conditions
and for such consideration, if any, as it may determine, whether
in connection with the distribution of subscription or purchase
rights, the payment or reinvestment of dividends or
distributions, or otherwise; or (b) issue or sell shares at net
asset value to the shareholders of any other investment company,
for which KDI shall act as exclusive distributor, who wish to
exchange all or a portion of their investment in shares of such
other investment company for shares of the Fund. KDI shall
appoint various financial service firms ("Firms") to provide
distribution services to investors. The Firms shall provide such
office space and equipment, telephone facilities, personnel,
literature distribution, advertising and promotion as is
necessary or beneficial for providing information and
distribution services to existing and potential clients of the
Firms. KDI may also provide some of the above services for the
Fund.
KDI accepts such appointment as distributor and principal
underwriter and agrees to render such services and to assume the
obligations herein set forth for the compensation herein
provided. KDI shall for all purposes herein provided be deemed
to be an independent contractor and, unless expressly provided
herein or otherwise authorized, shall have no authority to act
for or represent the Fund in any way. KDI, by separate agreement
with the Fund, may also serve the Fund in other capacities. The
services of KDI to the Fund under this Agreement are not to be
deemed exclusive, and KDI shall be free to render similar
services or other services to others so long as its services
hereunder are not impaired thereby.
In carrying out its duties and responsibilities hereunder,
KDI will, pursuant to separate written contracts, appoint various
Firms to provide advertising, promotion and other distribution
services contemplated hereunder directly to or for the benefit of
existing and potential shareholders who may be clients of such
Firms. Such Firms shall at all times be deemed to be independent
contractors retained by KDI and not the Fund.
KDI shall use its best efforts with reasonable promptness to
sell such part of the authorized shares of the Fund remaining
unissued as from time to time shall be effectively registered
under the Securities Act of 1933 ("Securities Act"), at prices
determined as hereinafter provided and on terms hereinafter set
forth, all subject to applicable federal and state laws and
regulations and to the Fund's organizational documents.
2. KDI shall sell shares of the Fund to or through
qualified Firms in such manner, not inconsistent with the
provisions hereof and the then effective registration statement
(and related prospectus) of the Fund under the Securities Act, as
KDI may determine from time to time, provided that no Firm or
other person shall be appointed or authorized to act as agent of
the Fund without prior consent of the Fund. In addition to sales
made by it as agent of the Fund, KDI may, in its discretion, also
sell shares of the Fund as principal to persons with whom it does
not have selling group agreements.
Shares of any class of any series of the Fund offered for
sale or sold by KDI shall be so offered or sold at a price per
share determined in accordance with the then current prospectus.
The price the Fund shall receive for all shares purchased from it
shall be the net asset value used in determining the public
offering price applicable to the sale of such shares. Any excess
of the sales price over the net asset value of the shares of the
Fund sold by KDI as agent shall be retained by KDI as a
commission for its services hereunder. KDI may compensate Firms
for sales of shares at the commission levels provided in the
Fund's prospectus from time to time. KDI may pay other
commissions, fees or concessions to Firms, any may pay them to
others in its discretion, in such amounts as KDI shall determine
from time to time. KDI shall be entitled to receive and retain
any applicable contingent deferred sales charge as described in
the Fund's prospectus. KDI shall also receive any distribution
services fee payable by the Fund as provided in the Fund's
Amended and Restated 12b-1 Plan, as amended from time to time
(the "Plan").
KDI will require each Firm to conform to the provisions
hereof and the Registration Statement (and related prospectus) at
the time in effect under the Securities Act with respect to the
public offering price or net asset value, as applicable, of the
Fund's shares, and neither KDI nor any such Firms shall withhold
the placing of purchase orders so as to make a profit thereby.
3. The Fund will use its best efforts to keep effectively
registered under the Securities Act for sale as herein
contemplated such shares as KDI shall reasonably request and as
the Securities and Exchange Commission shall permit to be so
registered. Notwithstanding any other provision hereof, the Fund
may terminate, suspend or withdraw the offering of shares
whenever, in its sole discretion, it deems such action to be
desirable.
4. The Fund will execute any and all documents and furnish
any and all information that may be reasonably necessary in
connection with the qualification of its shares for sale
(including the qualification of the Fund as a dealer where
necessary or advisable) in such states as KDI may reasonably
request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its
opinion is unduly burdensome). The Fund will furnish to KDI from
time to time such information with respect to the Fund and its
shares as KDI may reasonably request for use in connection with
the sale of shares of the Fund.
5. KDI shall issue and deliver or shall arrange for
various Firms to issue and deliver on behalf of the Fund such
confirmations of sales made by it pursuant to this Agreement as
may be required. At or prior to the time of issuance of shares,
KDI will pay or cause to be paid to the Fund the amount due the
Fund for the sale of such shares. Certificates shall be issued
or shares registered on the transfer books of the Fund in such
names and denominations as KDI may specify.
6. KDI shall order shares of the Fund from the Fund only
to the extent that it shall have received purchase orders
therefor. KDI will not make, or authorize Firms or others to
make (a) any short sales of shares of the Fund; or (b) any sales
of such shares to any Board member or officer of the Fund or to
any officer or Board member of KDI or of any corporation or
association furnishing investment advisory, managerial or
supervisory services to the Fund, or to any corporation or
association, unless such sales are made in accordance with the
then current prospectus relating to the sale of such shares.
KDI, as agent of and for the account of the Fund, may repurchase
the shares of the Fund at such prices and upon such terms and
conditions as shall be specified in the current prospectus of the
Fund. In selling or reacquiring shares of the Fund for the
account of the Fund, KDI will in all respects conform to the
requirements of all state and federal laws and the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.,
relating to such sale or reacquisition, as the case may be, and
will indemnify and save harmless the Fund from any damage or
expense on account of any wrongful act by KDI or any employee,
representative or agent of KDI. KDI will observe and be bound by
all the provisions of the Fund's organizational documents (and of
any fundamental policies adopted by the Fund pursuant to the
Investment Company Act of 1940 (the "Investment Company Act"),
notice of which shall have been given to KDI) which at the time
in any way require, limit, restrict, prohibit or otherwise
regulate any action on the part of KDI hereunder.
7. The Fund shall assume and pay all charges and expenses
of its operations not specifically assumed or otherwise to be
provided by KDI under this Agreement or the Plan. The Fund will
pay or cause to be paid expenses (including the fees and
disbursements of its own counsel) of any registration of the Fund
and its shares under the United States securities laws and
expenses incident to the issuance of shares of beneficial
interest, such as the cost of share certificates, issue taxes,
and fees of the transfer agent. KDI will pay all expenses (other
than expenses which one or more Firms may bear pursuant to any
agreement with KDI) incident to the sale and distribution of the
shares issued or sold hereunder, including, without limiting the
generality of the foregoing, all (a) expenses of printing and
distributing any prospectus and of preparing, printing and
distributing or disseminating any other literature, advertising
and selling aids in connection with the offering of the shares
for sale (except that such expenses need not include expenses
incurred by the Fund in connection with the preparation,
typesetting, printing and distribution of any registration
statement or prospectus, report or other communication to
shareholders in their capacity as such), (b) expenses of
advertising in connection with such offering and (c) expenses
(other than the Fund's auditing expenses) of qualifying or
continuing the qualification of the shares for sale and, in
connection therewith, of qualifying or continuing the
qualification of the Fund as a dealer or broker under the laws of
such states as may be designated by KDI under the conditions
herein specified. No transfer taxes, if any, which may be
payable in connection with the issue or delivery or shares sold
as herein contemplated or of the certificates for such shares
shall be borne by the Fund, and KDI will indemnify and hold
harmless the Fund against liability for all such transfer taxes.
8. This Agreement shall become effective on the date
hereof and shall continue until March 1, 1999; and shall continue
from year to year thereafter only so long as such continuance is
approved in the manner required by the Investment Company Act.
This Agreement shall automatically terminate in the event of
its assignment and may be terminated at any time without the
payment of any penalty by the Fund or by KDI on sixty (60) days'
written notice to the other party. The Fund may effect
termination with respect to any class of any series of the Fund
by a vote of (i) a majority of the Board members who are not
interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan, this Agreement,
or in any other agreement related to the Plan, or (ii) a majority
of the outstanding voting securities of such series or class.
Without prejudice to any other remedies of the Fund, the Fund may
terminate this Agreement at any time immediately upon KDI's
failure to fulfill any of its obligations hereunder.
All material amendments to this Agreement must be approved
by a vote of a majority of the Board, and of the Board members
who are not interested persons of the Fund and who have no direct
or indirect financial interest in the operation of the Plan, this
Agreement or in any other agreement related to the Plan, cast in
person at a meeting called for such purpose.
The terms "assignment," "interested person" and "vote of a
majority of the outstanding voting securities" shall have the
meanings set forth in the Investment Company Act and the rules
and regulations thereunder.
KDI shall receive such compensation for its distribution
services as set forth in the Plan. Termination of this Agreement
shall not affect the right of KDI to receive payments on any
unpaid balance of the compensation earned prior to such
termination, as set forth in the Plan.
9. KDI will not use or distribute, or authorize the use,
distribution or dissemination by Firms or others in connection
with the sale of Fund shares any statements other than those
contained in the Fund's current prospectus, except such
supplemental literature or advertising as shall be lawful under
federal and state securities laws and regulations. KDI will
furnish the Fund with copies of all such material.
10. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.
11. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
12. All parties hereto are expressly put on notice of the
Fund's Agreement and Declaration of Trust, and all amendments
thereto, all of which are on file with the Secretary of The
Commonwealth of Massachusetts, and the limitation of shareholder
and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as
such representatives and not individually, and the obligations of
the Fund hereunder are not binding upon any of the Trustees,
officers or shareholders of the Fund individually but are binding
upon only the assets and property of the Fund. With respect to
any claim by KDI for recovery of any liability of the Fund
arising hereunder allocated to a particular series or class,
whether in accordance with the express terms hereof or otherwise,
KDI shall have recourse solely against the assets of that series
or class to satisfy such claim and shall have no recourse against
the assets of any other series or class for such purpose.
13. This Agreement shall be construed in accordance with
applicable federal law and with the laws of The Commonwealth of
Massachusetts.
14. This Agreement is the entire contract between the
parties relating to the subject matter hereof and supersedes all
prior agreements between the parties relating to the subject
matter hereof.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the Fund and KDI have caused this
Agreement to be executed as of the day and year first above
written.
KEMPER GLOBAL/INTERNATIONAL
SERIES, INC.
By:
Title:
ATTEST:
Title:
KEMPER DISTRIBUTORS, INC.
By:
Title:
ATTEST:
Title:
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KGIS\IMA\emgf_s98 6
INVESTMENT MANAGEMENT AGREEMENT
Kemper Global/International Series, Inc.
345 Park Avenue
New York, New York 10154
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Emerging Markets Growth Fund
Ladies and Gentlemen:
Kemper Global/International Series, Inc. (the "Corporation")
has been established as a Maryland corporation to engage in
the business of an investment company. Pursuant to the
Corporation's Articles of Incorporation, as amended from
time-to-time (the "Charter"), the Board of Directors is
authorized to issue the Corporation's shares of common
stock, par value $0.001 per share, (the "Shares") in
separate series, or funds. The Board of Directors has
authorized Kemper Emerging Markets Growth Fund (the "Fund").
Series may be abolished and dissolved, and additional series
established, from time to time by action of the Directors.
The Corporation, on behalf of the Fund, has selected you to
act as the investment manager of the Fund and to provide
certain other services, as more fully set forth below, and
you have indicated that you are willing to act as such
investment manager and to perform such services under the
terms and conditions hereinafter set forth. Accordingly, the
Corporation on behalf of the Fund agrees with you as
follows:
1. Delivery of Documents. The Corporation engages in the
business of investing and reinvesting the assets of the Fund
in the manner and in accordance with the investment
objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and
Statement of Additional Information (the "SAI") relating to
the Fund included in the Corporation's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Corporation under the
Investment Company Act of 1940, as amended, (the "1940 Act")
and the Securities Act of 1933, as amended. Copies of the
documents referred to in the preceding sentence have been
furnished to you by the Corporation. The Corporation has
also furnished you with copies properly certified or
authenticated of each of the following additional documents
related to the Corporation and the Fund:
(a) The Charter dated October 1, 1997 as amended to
date.
(b) By-Laws of the Corporation as in effect on the date
hereof (the "By-Laws").
(c) Resolutions of the Directors of the
Corporation and the shareholders of the Fund
selecting you as investment manager and approving the
form of this Agreement.
The Corporation will furnish you from time to time with
copies, properly certified or authenticated, of all
amendments of or supplements, if any, to the foregoing,
including the Prospectus, the SAI and the Registration
Statement.
2. Portfolio Management Services. As manager of the assets
of the Fund, you shall provide continuing investment
management of the assets of the Fund in accordance with the
investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the
1940 Act and the Internal Revenue Code of 1986, as amended,
(the "Code") relating to regulated investment companies and
all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which
you have knowledge; subject always to policies and
instructions adopted by the Corporation's Board of
Directors. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a
regulated investment company under Subchapter M of the Code
and regulations issued thereunder. The Fund shall have the
benefit of the investment analysis and research, the review
of current economic conditions and trends and the
consideration of long-range investment policy generally
available to your investment advisory clients. In managing
the Fund in accordance with the requirements set forth in
this section 2, you shall be entitled to receive and act
upon advice of counsel to the Corporation. You shall also
make available to the Corporation promptly upon request all
of the Fund's investment records and ledgers as are
necessary to assist the Corporation in complying with the
requirements of the 1940 Act and other applicable laws. To
the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information
or reports in connection with the services provided pursuant
to this Agreement which may be requested in order to
ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws
and regulations.
You shall determine the securities, instruments,
investments, currencies, repurchase agreements, futures,
options and other contracts relating to investments to be
purchased, sold or entered into by the Fund and place orders
with broker-dealers, foreign currency dealers, futures
commission merchants or others pursuant to your
determinations and all in accordance with Fund policies as
expressed in the Registration Statement. You shall determine
what portion of the Fund's portfolio shall be invested in
securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Corporation's Board of Directors
periodic reports on the investment performance of the Fund
and on the performance of your obligations pursuant to this
Agreement, and you shall supply such additional reports and
information as the Corporation's officers or Board of
Directors shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office
space and facilities in the United States as the Fund may
require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the
Corporation administrative services on behalf of the Fund
necessary for operating as an open end investment company
and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and
meeting materials for the Corporation's Board of Directors
and reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and
pricing agents, accountants, attorneys, printers,
underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable
to Fund operations; preparing and making filings with the
Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but
not limited to, preliminary and definitive proxy materials,
post-effective amendments to the Registration Statement,
semi-annual reports on Form N-SAR and notices pursuant to
Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and
local tax returns; preparing and filing the Fund's federal
excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations
matters; monitoring the valuation of portfolio securities
and the calculation of net asset value; monitoring the
registration of Shares of the Fund under applicable federal
and state securities laws; maintaining or causing to be
maintained for the Fund all books, records and reports and
any other information required under the 1940 Act, to the
extent that such books, records and reports and other
information are not maintained by the Fund's custodian or
other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution
of accounting issues that may arise with respect to the
Fund's operations and consulting with the Fund's independent
accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; establishing and
monitoring the Fund's operating expense budgets; reviewing
the Fund's bills; processing the payment of bills that have
been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions
available to be paid by the Fund to its shareholders,
preparing and arranging for the printing of dividend notices
to shareholders, and providing the transfer and dividend
paying agent, the custodian, and the accounting agent with
such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise
assisting the Corporation as it may reasonably request in
the conduct of the Fund's business, subject to the direction
and control of the Corporation's Board of Directors. Nothing
in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any
other person not a party to this Agreement which is
obligated to provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Directors, officers and
executive employees of the Corporation (including the Fund's
share of payroll taxes) who are affiliated persons of you,
and you shall make available, without expense to the Fund,
the services of such of your directors, officers and
employees as may duly be elected officers of the
Corporation, subject to their individual consent to serve
and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described
in section 3 hereof.
You shall not be required to pay any expenses of the Fund
other than those specifically allocated to you in this
section 4. In particular, but without limiting the
generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such
of the Fund's Directors and officers as are directors,
officers or employees of you whose services may be involved,
for the following expenses of the Fund: organization
expenses of the Fund (including out of-pocket expenses, but
not including your overhead or employee costs); fees payable
to you and to any other Fund advisors or consultants; legal
expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the
Fund's custodian or other agents of the Corporation;
telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees,
dues and expenses incurred by the Fund in connection with
membership in investment company trade organizations; fees
and expenses of the Fund's accounting agent for which the
Corporation is responsible pursuant to the terms of the Fund
Accounting Services Agreement, custodians, subcustodians,
transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to
pricing agents, accountants, bankers and other specialists,
if any; expenses of preparing share certificates and, except
as provided below in this section 4, other expenses in
connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by the Fund;
expenses relating to investor and public relations; expenses
and fees of registering or qualifying Shares of the Fund for
sale; interest charges, bond premiums and other insurance
expense; freight, insurance and other charges in connection
with the shipment of the Fund's portfolio securities; the
compensation and all expenses (specifically including travel
expenses relating to Corporation business) of Directors,
officers and employees of the Corporation who are not
affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities
of the Fund; expenses of printing and distributing reports,
notices and dividends to shareholders; expenses of printing
and mailing Prospectuses and SAIs of the Fund and
supplements thereto; costs of stationery; any litigation
expenses; indemnification of Directors and officers of the
Corporation; and costs of shareholders' and other meetings.
You shall not be required to pay expenses of any activity
which is primarily intended to result in sales of Shares of
the Fund if and to the extent that (i) such expenses are
required to be borne by a principal underwriter which acts
as the distributor of the Fund's Shares pursuant to an
underwriting agreement which provides that the underwriter
shall assume some or all of such expenses, or (ii) the
Corporation on behalf of the Fund shall have adopted a plan
in conformity with Rule 12b-1 under the 1940 Act providing
that the Fund (or some other party) shall assume some or all
of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by
the principal underwriter pursuant to the underwriting
agreement or are not permitted to be paid by the Fund (or
some other party) pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments
to be made and costs to be assumed by you as provided in
sections 2, 3, and 4 hereof, the Corporation on behalf of
the Fund shall pay you in United States Dollars on the last
day of each month the unpaid balance of a fee equal to the
excess of 1/12 of 1.25 of 1 percent of the average daily net
assets as defined below of the Fund for such month; over any
compensation waived by you from time to time (as more fully
described below). You shall be entitled to receive during
any month such interim payments of your fee hereunder as you
shall request, provided that no such payment shall exceed 75
percent of the amount of your fee then accrued on the books
of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the
average of the values placed on the Fund's net assets as of
4:00 p.m. (New York time) on each day on which the net asset
value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund
lawfully determines the value of its net assets as of some
other time on each business day, as of such time. The value
of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Charter and the
Registration Statement. If the determination of net asset
value does not take place for any particular day, then for
the purposes of this section 5, the value of the net assets
of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or
as of such other time as the value of the net assets of the
Fund's portfolio may be lawfully determined on that day. If
the Fund determines the value of the net assets of its
portfolio more than once on any day, then the last such
determination thereof on that day shall be deemed to be the
sole determination thereof on that day for the purposes of
this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually
bound hereunder by the terms of any publicly announced
waiver of your fee, or any limitation of the Fund's
expenses, as if such waiver or limitation were fully set
forth herein.
6. Avoidance of Inconsistent Position; Services Not
Exclusive. In connection with purchases or sales of
portfolio securities and other investments for the account
of the Fund, neither you nor any of your directors, officers
or employees shall act as a principal or agent or receive
any commission. You or your agent shall arrange for the
placing of all orders for the purchase and sale of portfolio
securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund
policies as expressed in the Registration Statement. If any
occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you
shall act solely as investment counsel for such clients and
not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you
may render investment advice, management and services to
others. In acting under this Agreement, you shall be an
independent contractor and not an agent of the Corporation.
Whenever the Fund and one or more other accounts or
investment companies advised by you have available funds for
investment, investments suitable and appropriate for each
shall be allocated in accordance with procedures believed by
you to be equitable to each entity. Similarly, opportunities
to sell securities shall be allocated in a manner believed
by you to be equitable. The Fund recognizes that in some
cases this procedure may adversely affect the size of the
position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to
your undertaking to render services pursuant to this
Agreement, the Corporation agrees that you shall not be
liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to
protect or purport to protect you against any liability to
the Corporation, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your
obligations and duties hereunder.
8. Duration and Termination of This Agreement. This
Agreement shall remain in force until April 1, 1999 and
continue in force from year to year thereafter, but only so
long as such continuance is specifically approved at least
annually (a) by the vote of a majority of the Directors who
are not parties to this Agreement or interested persons of
any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b)
by the Directors of the Corporation, or by the vote of a
majority of the outstanding voting securities of the Fund.
The aforesaid requirement that continuance of this Agreement
be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder and any applicable SEC
exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at
any time, without the payment of any penalty, by the vote of
a majority of the outstanding voting securities of the Fund
or by the Corporation's Board of Directors on 60 days'
written notice to you, or by you on 60 days' written notice
to the Corporation. This Agreement shall terminate
automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at
any time without the payment of any penalty by the Board of
Directors or by vote of a majority of the outstanding voting
securities of the Fund in the event that it shall have been
established by a court of competent jurisdiction that you or
any of your officers or directors has taken any action which
results in a breach of your covenants set forth herein.
9. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the
party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this
Agreement shall be effective until approved in a manner
consistent with the 1940 Act and rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
10. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be
executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
In interpreting the provisions of this Agreement, the
definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "affiliated person,"
"assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be
applied, subject, however, to such exemptions as may be
granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, provided that
nothing herein shall be construed in a manner inconsistent
with the 1940 Act, or in a manner which would cause the Fund
to fail to comply with the requirements of Subchapter M of
the Code.
This Agreement shall supersede all prior investment advisory
or management agreements entered into between you and the
Corporation on behalf of the Fund.
If you are in agreement with the foregoing, please execute
the form of acceptance on the accompanying counterpart of
this letter and return such counterpart to the Corporation,
whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
Kemper Global/International
Series, Inc.,
on behalf of
Kemper Emerging Markets Growth
Fund
By: _________________________
President
The foregoing Agreement is hereby accepted as of the date
hereof.
Scudder Kemper Investments,
Inc.
By: _________________________
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KGIS\IMA\gbcf_s98 6
INVESTMENT MANAGEMENT AGREEMENT
Kemper Global/International Series, Inc.
345 Park Avenue
New York, New York 10154
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Global Blue Chip Fund
Ladies and Gentlemen:
Kemper Global/International Series, Inc. (the "Corporation")
has been established as a Maryland corporation to engage in
the business of an investment company. Pursuant to the
Corporation's Articles of Incorporation, as amended from
time-to-time (the "Charter"), the Board of Directors is
authorized to issue the Corporation's shares of common
stock, par value $0.001 per share, (the "Shares") in
separate series, or funds. The Board of Directors has
authorized Kemper Global Blue Chip Fund (the "Fund"). Series
may be abolished and dissolved, and additional series
established, from time to time by action of the Directors.
The Corporation, on behalf of the Fund, has selected you to
act as the investment manager of the Fund and to provide
certain other services, as more fully set forth below, and
you have indicated that you are willing to act as such
investment manager and to perform such services under the
terms and conditions hereinafter set forth. Accordingly, the
Corporation on behalf of the Fund agrees with you as
follows:
1. Delivery of Documents. The Corporation engages in the
business of investing and reinvesting the assets of the Fund
in the manner and in accordance with the investment
objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and
Statement of Additional Information (the "SAI") relating to
the Fund included in the Corporation's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Corporation under the
Investment Company Act of 1940, as amended, (the "1940 Act")
and the Securities Act of 1933, as amended. Copies of the
documents referred to in the preceding sentence have been
furnished to you by the Corporation. The Corporation has
also furnished you with copies properly certified or
authenticated of each of the following additional documents
related to the Corporation and the Fund:
(a) The Charter dated October 1, 1997 as amended to
date.
(b) By-Laws of the Corporation as in effect on the date
hereof (the "By-Laws").
(c) Resolutions of the Directors of the
Corporation and the shareholders of the Fund
selecting you as investment manager and approving the
form of this Agreement.
The Corporation will furnish you from time to time with
copies, properly certified or authenticated, of all
amendments of or supplements, if any, to the foregoing,
including the Prospectus, the SAI and the Registration
Statement.
2. Portfolio Management Services. As manager of the assets
of the Fund, you shall provide continuing investment
management of the assets of the Fund in accordance with the
investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the
1940 Act and the Internal Revenue Code of 1986, as amended,
(the "Code") relating to regulated investment companies and
all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which
you have knowledge; subject always to policies and
instructions adopted by the Corporation's Board of
Directors. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a
regulated investment company under Subchapter M of the Code
and regulations issued thereunder. The Fund shall have the
benefit of the investment analysis and research, the review
of current economic conditions and trends and the
consideration of long-range investment policy generally
available to your investment advisory clients. In managing
the Fund in accordance with the requirements set forth in
this section 2, you shall be entitled to receive and act
upon advice of counsel to the Corporation. You shall also
make available to the Corporation promptly upon request all
of the Fund's investment records and ledgers as are
necessary to assist the Corporation in complying with the
requirements of the 1940 Act and other applicable laws. To
the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information
or reports in connection with the services provided pursuant
to this Agreement which may be requested in order to
ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws
and regulations.
You shall determine the securities, instruments,
investments, currencies, repurchase agreements, futures,
options and other contracts relating to investments to be
purchased, sold or entered into by the Fund and place orders
with broker-dealers, foreign currency dealers, futures
commission merchants or others pursuant to your
determinations and all in accordance with Fund policies as
expressed in the Registration Statement. You shall determine
what portion of the Fund's portfolio shall be invested in
securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Corporation's Board of Directors
periodic reports on the investment performance of the Fund
and on the performance of your obligations pursuant to this
Agreement, and you shall supply such additional reports and
information as the Corporation's officers or Board of
Directors shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office
space and facilities in the United States as the Fund may
require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the
Corporation administrative services on behalf of the Fund
necessary for operating as an open end investment company
and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and
meeting materials for the Corporation's Board of Directors
and reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and
pricing agents, accountants, attorneys, printers,
underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable
to Fund operations; preparing and making filings with the
Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but
not limited to, preliminary and definitive proxy materials,
post-effective amendments to the Registration Statement,
semi-annual reports on Form N-SAR and notices pursuant to
Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and
local tax returns; preparing and filing the Fund's federal
excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations
matters; monitoring the valuation of portfolio securities
and the calculation of net asset value; monitoring the
registration of Shares of the Fund under applicable federal
and state securities laws; maintaining or causing to be
maintained for the Fund all books, records and reports and
any other information required under the 1940 Act, to the
extent that such books, records and reports and other
information are not maintained by the Fund's custodian or
other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution
of accounting issues that may arise with respect to the
Fund's operations and consulting with the Fund's independent
accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; establishing and
monitoring the Fund's operating expense budgets; reviewing
the Fund's bills; processing the payment of bills that have
been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions
available to be paid by the Fund to its shareholders,
preparing and arranging for the printing of dividend notices
to shareholders, and providing the transfer and dividend
paying agent, the custodian, and the accounting agent with
such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise
assisting the Corporation as it may reasonably request in
the conduct of the Fund's business, subject to the direction
and control of the Corporation's Board of Directors. Nothing
in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any
other person not a party to this Agreement which is
obligated to provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Directors, officers and
executive employees of the Corporation (including the Fund's
share of payroll taxes) who are affiliated persons of you,
and you shall make available, without expense to the Fund,
the services of such of your directors, officers and
employees as may duly be elected officers of the
Corporation, subject to their individual consent to serve
and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described
in section 3 hereof.
You shall not be required to pay any expenses of the Fund
other than those specifically allocated to you in this
section 4. In particular, but without limiting the
generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such
of the Fund's Directors and officers as are directors,
officers or employees of you whose services may be involved,
for the following expenses of the Fund: organization
expenses of the Fund (including out of-pocket expenses, but
not including your overhead or employee costs); fees payable
to you and to any other Fund advisors or consultants; legal
expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the
Fund's custodian or other agents of the Corporation;
telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees,
dues and expenses incurred by the Fund in connection with
membership in investment company trade organizations; fees
and expenses of the Fund's accounting agent for which the
Corporation is responsible pursuant to the terms of the Fund
Accounting Services Agreement, custodians, subcustodians,
transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to
pricing agents, accountants, bankers and other specialists,
if any; expenses of preparing share certificates and, except
as provided below in this section 4, other expenses in
connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by the Fund;
expenses relating to investor and public relations; expenses
and fees of registering or qualifying Shares of the Fund for
sale; interest charges, bond premiums and other insurance
expense; freight, insurance and other charges in connection
with the shipment of the Fund's portfolio securities; the
compensation and all expenses (specifically including travel
expenses relating to Corporation business) of Directors,
officers and employees of the Corporation who are not
affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities
of the Fund; expenses of printing and distributing reports,
notices and dividends to shareholders; expenses of printing
and mailing Prospectuses and SAIs of the Fund and
supplements thereto; costs of stationery; any litigation
expenses; indemnification of Directors and officers of the
Corporation; and costs of shareholders' and other meetings.
You shall not be required to pay expenses of any activity
which is primarily intended to result in sales of Shares of
the Fund if and to the extent that (i) such expenses are
required to be borne by a principal underwriter which acts
as the distributor of the Fund's Shares pursuant to an
underwriting agreement which provides that the underwriter
shall assume some or all of such expenses, or (ii) the
Corporation on behalf of the Fund shall have adopted a plan
in conformity with Rule 12b-1 under the 1940 Act providing
that the Fund (or some other party) shall assume some or all
of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by
the principal underwriter pursuant to the underwriting
agreement or are not permitted to be paid by the Fund (or
some other party) pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments
to be made and costs to be assumed by you as provided in
sections 2, 3, and 4 hereof, the Corporation on behalf of
the Fund shall pay you in United States Dollars on the last
day of each month the unpaid balance of a fee equal to the
excess of 1/12 of 1.00 of 1 percent of the average daily net
assets as defined below of the Fund for such month; provided
that, for any calendar month during which the average of
such values exceeds $250 million , the fee payable for that
month based on the portion of the average of such values in
excess of $250 million shall be 1/12 of 0.95 of 1 percent of
such portion; and provided that, for any calendar month
during which the average of such values exceeds $1.0
billion, the fee payable for that month based on the portion
of the average of such values in excess of $1.0 billion
shall be 1/12 of 0.90 of 1 percent of such portion; over any
compensation waived by you from time to time (as more fully
described below). You shall be entitled to receive during
any month such interim payments of your fee hereunder as you
shall request, provided that no such payment shall exceed 75
percent of the amount of your fee then accrued on the books
of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the
average of the values placed on the Fund's net assets as of
4:00 p.m. (New York time) on each day on which the net asset
value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund
lawfully determines the value of its net assets as of some
other time on each business day, as of such time. The value
of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Charter and the
Registration Statement. If the determination of net asset
value does not take place for any particular day, then for
the purposes of this section 5, the value of the net assets
of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or
as of such other time as the value of the net assets of the
Fund's portfolio may be lawfully determined on that day. If
the Fund determines the value of the net assets of its
portfolio more than once on any day, then the last such
determination thereof on that day shall be deemed to be the
sole determination thereof on that day for the purposes of
this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually
bound hereunder by the terms of any publicly announced
waiver of your fee, or any limitation of the Fund's
expenses, as if such waiver or limitation were fully set
forth herein.
6. Avoidance of Inconsistent Position; Services Not
Exclusive. In connection with purchases or sales of
portfolio securities and other investments for the account
of the Fund, neither you nor any of your directors, officers
or employees shall act as a principal or agent or receive
any commission. You or your agent shall arrange for the
placing of all orders for the purchase and sale of portfolio
securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund
policies as expressed in the Registration Statement. If any
occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you
shall act solely as investment counsel for such clients and
not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you
may render investment advice, management and services to
others. In acting under this Agreement, you shall be an
independent contractor and not an agent of the Corporation.
Whenever the Fund and one or more other accounts or
investment companies advised by you have available funds for
investment, investments suitable and appropriate for each
shall be allocated in accordance with procedures believed by
you to be equitable to each entity. Similarly, opportunities
to sell securities shall be allocated in a manner believed
by you to be equitable. The Fund recognizes that in some
cases this procedure may adversely affect the size of the
position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to
your undertaking to render services pursuant to this
Agreement, the Corporation agrees that you shall not be
liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to
protect or purport to protect you against any liability to
the Corporation, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your
obligations and duties hereunder.
8. Duration and Termination of This Agreement. This
Agreement shall remain in force until April 1, 1999 and
continue in force from year to year thereafter, but only so
long as such continuance is specifically approved at least
annually (a) by the vote of a majority of the Directors who
are not parties to this Agreement or interested persons of
any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b)
by the Directors of the Corporation, or by the vote of a
majority of the outstanding voting securities of the Fund.
The aforesaid requirement that continuance of this Agreement
be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder and any applicable SEC
exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at
any time, without the payment of any penalty, by the vote of
a majority of the outstanding voting securities of the Fund
or by the Corporation's Board of Directors on 60 days'
written notice to you, or by you on 60 days' written notice
to the Corporation. This Agreement shall terminate
automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at
any time without the payment of any penalty by the Board of
Directors or by vote of a majority of the outstanding voting
securities of the Fund in the event that it shall have been
established by a court of competent jurisdiction that you or
any of your officers or directors has taken any action which
results in a breach of your covenants set forth herein.
9. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the
party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this
Agreement shall be effective until approved in a manner
consistent with the 1940 Act and rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
10. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be
executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
In interpreting the provisions of this Agreement, the
definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "affiliated person,"
"assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be
applied, subject, however, to such exemptions as may be
granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, provided that
nothing herein shall be construed in a manner inconsistent
with the 1940 Act, or in a manner which would cause the Fund
to fail to comply with the requirements of Subchapter M of
the Code.
This Agreement shall supersede all prior investment advisory
or management agreements entered into between you and the
Corporation on behalf of the Fund.
If you are in agreement with the foregoing, please execute
the form of acceptance on the accompanying counterpart of
this letter and return such counterpart to the Corporation,
whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
Kemper Global/International
Series, Inc.,
on behalf of
Kemper Global Blue Chip Fund
By: _________________________
President
The foregoing Agreement is hereby accepted as of the date
hereof.
Scudder Kemper Investments,
Inc.
By: _________________________
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\IMA\laf_s98 6
INVESTMENT MANAGEMENT AGREEMENT
Kemper Global/International Series, Inc.
345 Park Avenue
New York, New York 10154
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Latin America Fund
Ladies and Gentlemen:
Kemper Global/International Series, Inc. (the "Corporation")
has been established as a Maryland corporation to engage in
the business of an investment company. Pursuant to the
Corporation's Articles of Incorporation, as amended from
time-to-time (the "Charter"), the Board of Directors is
authorized to issue the Corporation's shares of common
stock, par value $0.001 per share, (the "Shares") in
separate series, or funds. The Board of Directors has
authorized Kemper Latin America Fund (the "Fund"). Series
may be abolished and dissolved, and additional series
established, from time to time by action of the Directors.
The Corporation, on behalf of the Fund, has selected you to
act as the investment manager of the Fund and to provide
certain other services, as more fully set forth below, and
you have indicated that you are willing to act as such
investment manager and to perform such services under the
terms and conditions hereinafter set forth. Accordingly, the
Corporation on behalf of the Fund agrees with you as
follows:
1. Delivery of Documents. The Corporation engages in the
business of investing and reinvesting the assets of the Fund
in the manner and in accordance with the investment
objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and
Statement of Additional Information (the "SAI") relating to
the Fund included in the Corporation's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Corporation under the
Investment Company Act of 1940, as amended, (the "1940 Act")
and the Securities Act of 1933, as amended. Copies of the
documents referred to in the preceding sentence have been
furnished to you by the Corporation. The Corporation has
also furnished you with copies properly certified or
authenticated of each of the following additional documents
related to the Corporation and the Fund:
(a) The Charter dated October 1, 1997 as amended to
date.
(b) By-Laws of the Corporation as in effect on the date
hereof (the "By-Laws").
(c) Resolutions of the Directors of the
Corporation and the shareholders of the Fund
selecting you as investment manager and approving the
form of this Agreement.
The Corporation will furnish you from time to time with
copies, properly certified or authenticated, of all
amendments of or supplements, if any, to the foregoing,
including the Prospectus, the SAI and the Registration
Statement.
2. Portfolio Management Services. As manager of the assets
of the Fund, you shall provide continuing investment
management of the assets of the Fund in accordance with the
investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the
1940 Act and the Internal Revenue Code of 1986, as amended,
(the "Code") relating to regulated investment companies and
all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which
you have knowledge; subject always to policies and
instructions adopted by the Corporation's Board of
Directors. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a
regulated investment company under Subchapter M of the Code
and regulations issued thereunder. The Fund shall have the
benefit of the investment analysis and research, the review
of current economic conditions and trends and the
consideration of long-range investment policy generally
available to your investment advisory clients. In managing
the Fund in accordance with the requirements set forth in
this section 2, you shall be entitled to receive and act
upon advice of counsel to the Corporation. You shall also
make available to the Corporation promptly upon request all
of the Fund's investment records and ledgers as are
necessary to assist the Corporation in complying with the
requirements of the 1940 Act and other applicable laws. To
the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information
or reports in connection with the services provided pursuant
to this Agreement which may be requested in order to
ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws
and regulations.
You shall determine the securities, instruments,
investments, currencies, repurchase agreements, futures,
options and other contracts relating to investments to be
purchased, sold or entered into by the Fund and place orders
with broker-dealers, foreign currency dealers, futures
commission merchants or others pursuant to your
determinations and all in accordance with Fund policies as
expressed in the Registration Statement. You shall determine
what portion of the Fund's portfolio shall be invested in
securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Corporation's Board of Directors
periodic reports on the investment performance of the Fund
and on the performance of your obligations pursuant to this
Agreement, and you shall supply such additional reports and
information as the Corporation's officers or Board of
Directors shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office
space and facilities in the United States as the Fund may
require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the
Corporation administrative services on behalf of the Fund
necessary for operating as an open end investment company
and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and
meeting materials for the Corporation's Board of Directors
and reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and
pricing agents, accountants, attorneys, printers,
underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable
to Fund operations; preparing and making filings with the
Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but
not limited to, preliminary and definitive proxy materials,
post-effective amendments to the Registration Statement,
semi-annual reports on Form N-SAR and notices pursuant to
Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and
local tax returns; preparing and filing the Fund's federal
excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations
matters; monitoring the valuation of portfolio securities
and the calculation of net asset value; monitoring the
registration of Shares of the Fund under applicable federal
and state securities laws; maintaining or causing to be
maintained for the Fund all books, records and reports and
any other information required under the 1940 Act, to the
extent that such books, records and reports and other
information are not maintained by the Fund's custodian or
other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution
of accounting issues that may arise with respect to the
Fund's operations and consulting with the Fund's independent
accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; establishing and
monitoring the Fund's operating expense budgets; reviewing
the Fund's bills; processing the payment of bills that have
been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions
available to be paid by the Fund to its shareholders,
preparing and arranging for the printing of dividend notices
to shareholders, and providing the transfer and dividend
paying agent, the custodian, and the accounting agent with
such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise
assisting the Corporation as it may reasonably request in
the conduct of the Fund's business, subject to the direction
and control of the Corporation's Board of Directors. Nothing
in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any
other person not a party to this Agreement which is
obligated to provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Directors, officers and
executive employees of the Corporation (including the Fund's
share of payroll taxes) who are affiliated persons of you,
and you shall make available, without expense to the Fund,
the services of such of your directors, officers and
employees as may duly be elected officers of the
Corporation, subject to their individual consent to serve
and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described
in section 3 hereof.
You shall not be required to pay any expenses of the Fund
other than those specifically allocated to you in this
section 4. In particular, but without limiting the
generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such
of the Fund's Directors and officers as are directors,
officers or employees of you whose services may be involved,
for the following expenses of the Fund: organization
expenses of the Fund (including out of-pocket expenses, but
not including your overhead or employee costs); fees payable
to you and to any other Fund advisors or consultants; legal
expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the
Fund's custodian or other agents of the Corporation;
telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees,
dues and expenses incurred by the Fund in connection with
membership in investment company trade organizations; fees
and expenses of the Fund's accounting agent for which the
Corporation is responsible pursuant to the terms of the Fund
Accounting Services Agreement, custodians, subcustodians,
transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to
pricing agents, accountants, bankers and other specialists,
if any; expenses of preparing share certificates and, except
as provided below in this section 4, other expenses in
connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by the Fund;
expenses relating to investor and public relations; expenses
and fees of registering or qualifying Shares of the Fund for
sale; interest charges, bond premiums and other insurance
expense; freight, insurance and other charges in connection
with the shipment of the Fund's portfolio securities; the
compensation and all expenses (specifically including travel
expenses relating to Corporation business) of Directors,
officers and employees of the Corporation who are not
affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities
of the Fund; expenses of printing and distributing reports,
notices and dividends to shareholders; expenses of printing
and mailing Prospectuses and SAIs of the Fund and
supplements thereto; costs of stationery; any litigation
expenses; indemnification of Directors and officers of the
Corporation; and costs of shareholders' and other meetings.
You shall not be required to pay expenses of any activity
which is primarily intended to result in sales of Shares of
the Fund if and to the extent that (i) such expenses are
required to be borne by a principal underwriter which acts
as the distributor of the Fund's Shares pursuant to an
underwriting agreement which provides that the underwriter
shall assume some or all of such expenses, or (ii) the
Corporation on behalf of the Fund shall have adopted a plan
in conformity with Rule 12b-1 under the 1940 Act providing
that the Fund (or some other party) shall assume some or all
of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by
the principal underwriter pursuant to the underwriting
agreement or are not permitted to be paid by the Fund (or
some other party) pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments
to be made and costs to be assumed by you as provided in
sections 2, 3, and 4 hereof, the Corporation on behalf of
the Fund shall pay you in United States Dollars on the last
day of each month the unpaid balance of a fee equal to the
excess of 1/12 of 1.25 of 1 percent of the average daily net
assets as defined below of the Fund for such month; provided
that, for any calendar month during which the average of
such values exceeds $250 million , the fee payable for that
month based on the portion of the average of such values in
excess of $250 million shall be 1/12 of 1.20 of 1 percent of
such portion; and provided that, for any calendar month
during which the average of such values exceeds $1.0
billion, the fee payable for that month based on the portion
of the average of such values in excess of $1.0 billion
shall be 1/12 of 1.15 of 1 percent of such portion; over any
compensation waived by you from time to time (as more fully
described below). You shall be entitled to receive during
any month such interim payments of your fee hereunder as you
shall request, provided that no such payment shall exceed 75
percent of the amount of your fee then accrued on the books
of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the
average of the values placed on the Fund's net assets as of
4:00 p.m. (New York time) on each day on which the net asset
value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund
lawfully determines the value of its net assets as of some
other time on each business day, as of such time. The value
of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Charter and the
Registration Statement. If the determination of net asset
value does not take place for any particular day, then for
the purposes of this section 5, the value of the net assets
of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or
as of such other time as the value of the net assets of the
Fund's portfolio may be lawfully determined on that day. If
the Fund determines the value of the net assets of its
portfolio more than once on any day, then the last such
determination thereof on that day shall be deemed to be the
sole determination thereof on that day for the purposes of
this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually
bound hereunder by the terms of any publicly announced
waiver of your fee, or any limitation of the Fund's
expenses, as if such waiver or limitation were fully set
forth herein.
6. Avoidance of Inconsistent Position; Services Not
Exclusive. In connection with purchases or sales of
portfolio securities and other investments for the account
of the Fund, neither you nor any of your directors, officers
or employees shall act as a principal or agent or receive
any commission. You or your agent shall arrange for the
placing of all orders for the purchase and sale of portfolio
securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund
policies as expressed in the Registration Statement. If any
occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you
shall act solely as investment counsel for such clients and
not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you
may render investment advice, management and services to
others. In acting under this Agreement, you shall be an
independent contractor and not an agent of the Corporation.
Whenever the Fund and one or more other accounts or
investment companies advised by you have available funds for
investment, investments suitable and appropriate for each
shall be allocated in accordance with procedures believed by
you to be equitable to each entity. Similarly, opportunities
to sell securities shall be allocated in a manner believed
by you to be equitable. The Fund recognizes that in some
cases this procedure may adversely affect the size of the
position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to
your undertaking to render services pursuant to this
Agreement, the Corporation agrees that you shall not be
liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to
protect or purport to protect you against any liability to
the Corporation, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your
obligations and duties hereunder.
8. Duration and Termination of This Agreement. This
Agreement shall remain in force until April 1, 1999 and
continue in force from year to year thereafter, but only so
long as such continuance is specifically approved at least
annually (a) by the vote of a majority of the Directors who
are not parties to this Agreement or interested persons of
any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b)
by the Directors of the Corporation, or by the vote of a
majority of the outstanding voting securities of the Fund.
The aforesaid requirement that continuance of this Agreement
be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder and any applicable SEC
exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at
any time, without the payment of any penalty, by the vote of
a majority of the outstanding voting securities of the Fund
or by the Corporation's Board of Directors on 60 days'
written notice to you, or by you on 60 days' written notice
to the Corporation. This Agreement shall terminate
automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at
any time without the payment of any penalty by the Board of
Directors or by vote of a majority of the outstanding voting
securities of the Fund in the event that it shall have been
established by a court of competent jurisdiction that you or
any of your officers or directors has taken any action which
results in a breach of your covenants set forth herein.
9. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the
party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this
Agreement shall be effective until approved in a manner
consistent with the 1940 Act and rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
10. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be
executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
In interpreting the provisions of this Agreement, the
definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "affiliated person,"
"assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be
applied, subject, however, to such exemptions as may be
granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, provided that
nothing herein shall be construed in a manner inconsistent
with the 1940 Act, or in a manner which would cause the Fund
to fail to comply with the requirements of Subchapter M of
the Code.
This Agreement shall supersede all prior investment advisory
or management agreements entered into between you and the
Corporation on behalf of the Fund.
If you are in agreement with the foregoing, please execute
the form of acceptance on the accompanying counterpart of
this letter and return such counterpart to the Corporation,
whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
Kemper Global/International
Series, Inc.,
on behalf of
Kemper Latin America Fund
By: _________________________
President
The foregoing Agreement is hereby accepted as of the date
hereof.
Scudder Kemper Investments,
Inc.
By: _________________________
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KGIS\IMA\emif_s98 6
INVESTMENT MANAGEMENT AGREEMENT
Kemper Global/International Series, Inc.
345 Park Avenue
New York, New York 10154
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Emerging Markets Income Fund
Ladies and Gentlemen:
Kemper Global/International Series, Inc. (the "Corporation")
has been established as a Maryland corporation to engage in
the business of an investment company. Pursuant to the
Corporation's Articles of Incorporation, as amended from
time-to-time (the "Charter"), the Board of Directors is
authorized to issue the Corporation's shares of common
stock, par value $0.001 per share, (the "Shares") in
separate series, or funds. The Board of Directors has
authorized Kemper Emerging Markets Income Fund (the "Fund").
Series may be abolished and dissolved, and additional series
established, from time to time by action of the Directors.
The Corporation, on behalf of the Fund, has selected you to
act as the investment manager of the Fund and to provide
certain other services, as more fully set forth below, and
you have indicated that you are willing to act as such
investment manager and to perform such services under the
terms and conditions hereinafter set forth. Accordingly, the
Corporation on behalf of the Fund agrees with you as
follows:
1. Delivery of Documents. The Corporation engages in the
business of investing and reinvesting the assets of the Fund
in the manner and in accordance with the investment
objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and
Statement of Additional Information (the "SAI") relating to
the Fund included in the Corporation's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Corporation under the
Investment Company Act of 1940, as amended, (the "1940 Act")
and the Securities Act of 1933, as amended. Copies of the
documents referred to in the preceding sentence have been
furnished to you by the Corporation. The Corporation has
also furnished you with copies properly certified or
authenticated of each of the following additional documents
related to the Corporation and the Fund:
(a) The Charter dated October 1, 1997 as amended to
date.
(b) By-Laws of the Corporation as in effect on the date
hereof (the "By-Laws").
(c) Resolutions of the Directors of the
Corporation and the shareholders of the Fund
selecting you as investment manager and approving the
form of this Agreement.
The Corporation will furnish you from time to time with
copies, properly certified or authenticated, of all
amendments of or supplements, if any, to the foregoing,
including the Prospectus, the SAI and the Registration
Statement.
2. Portfolio Management Services. As manager of the assets
of the Fund, you shall provide continuing investment
management of the assets of the Fund in accordance with the
investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the
1940 Act and the Internal Revenue Code of 1986, as amended,
(the "Code") relating to regulated investment companies and
all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which
you have knowledge; subject always to policies and
instructions adopted by the Corporation's Board of
Directors. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a
regulated investment company under Subchapter M of the Code
and regulations issued thereunder. The Fund shall have the
benefit of the investment analysis and research, the review
of current economic conditions and trends and the
consideration of long-range investment policy generally
available to your investment advisory clients. In managing
the Fund in accordance with the requirements set forth in
this section 2, you shall be entitled to receive and act
upon advice of counsel to the Corporation. You shall also
make available to the Corporation promptly upon request all
of the Fund's investment records and ledgers as are
necessary to assist the Corporation in complying with the
requirements of the 1940 Act and other applicable laws. To
the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information
or reports in connection with the services provided pursuant
to this Agreement which may be requested in order to
ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws
and regulations.
You shall determine the securities, instruments,
investments, currencies, repurchase agreements, futures,
options and other contracts relating to investments to be
purchased, sold or entered into by the Fund and place orders
with broker-dealers, foreign currency dealers, futures
commission merchants or others pursuant to your
determinations and all in accordance with Fund policies as
expressed in the Registration Statement. You shall determine
what portion of the Fund's portfolio shall be invested in
securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Corporation's Board of Directors
periodic reports on the investment performance of the Fund
and on the performance of your obligations pursuant to this
Agreement, and you shall supply such additional reports and
information as the Corporation's officers or Board of
Directors shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office
space and facilities in the United States as the Fund may
require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the
Corporation administrative services on behalf of the Fund
necessary for operating as an open end investment company
and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and
meeting materials for the Corporation's Board of Directors
and reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and
pricing agents, accountants, attorneys, printers,
underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable
to Fund operations; preparing and making filings with the
Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but
not limited to, preliminary and definitive proxy materials,
post-effective amendments to the Registration Statement,
semi-annual reports on Form N-SAR and notices pursuant to
Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and
local tax returns; preparing and filing the Fund's federal
excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations
matters; monitoring the valuation of portfolio securities
and the calculation of net asset value; monitoring the
registration of Shares of the Fund under applicable federal
and state securities laws; maintaining or causing to be
maintained for the Fund all books, records and reports and
any other information required under the 1940 Act, to the
extent that such books, records and reports and other
information are not maintained by the Fund's custodian or
other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution
of accounting issues that may arise with respect to the
Fund's operations and consulting with the Fund's independent
accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; establishing and
monitoring the Fund's operating expense budgets; reviewing
the Fund's bills; processing the payment of bills that have
been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions
available to be paid by the Fund to its shareholders,
preparing and arranging for the printing of dividend notices
to shareholders, and providing the transfer and dividend
paying agent, the custodian, and the accounting agent with
such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise
assisting the Corporation as it may reasonably request in
the conduct of the Fund's business, subject to the direction
and control of the Corporation's Board of Directors. Nothing
in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any
other person not a party to this Agreement which is
obligated to provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Directors, officers and
executive employees of the Corporation (including the Fund's
share of payroll taxes) who are affiliated persons of you,
and you shall make available, without expense to the Fund,
the services of such of your directors, officers and
employees as may duly be elected officers of the
Corporation, subject to their individual consent to serve
and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described
in section 3 hereof.
You shall not be required to pay any expenses of the Fund
other than those specifically allocated to you in this
section 4. In particular, but without limiting the
generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such
of the Fund's Directors and officers as are directors,
officers or employees of you whose services may be involved,
for the following expenses of the Fund: organization
expenses of the Fund (including out of-pocket expenses, but
not including your overhead or employee costs); fees payable
to you and to any other Fund advisors or consultants; legal
expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the
Fund's custodian or other agents of the Corporation;
telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees,
dues and expenses incurred by the Fund in connection with
membership in investment company trade organizations; fees
and expenses of the Fund's accounting agent for which the
Corporation is responsible pursuant to the terms of the Fund
Accounting Services Agreement, custodians, subcustodians,
transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to
pricing agents, accountants, bankers and other specialists,
if any; expenses of preparing share certificates and, except
as provided below in this section 4, other expenses in
connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by the Fund;
expenses relating to investor and public relations; expenses
and fees of registering or qualifying Shares of the Fund for
sale; interest charges, bond premiums and other insurance
expense; freight, insurance and other charges in connection
with the shipment of the Fund's portfolio securities; the
compensation and all expenses (specifically including travel
expenses relating to Corporation business) of Directors,
officers and employees of the Corporation who are not
affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities
of the Fund; expenses of printing and distributing reports,
notices and dividends to shareholders; expenses of printing
and mailing Prospectuses and SAIs of the Fund and
supplements thereto; costs of stationery; any litigation
expenses; indemnification of Directors and officers of the
Corporation; and costs of shareholders' and other meetings.
You shall not be required to pay expenses of any activity
which is primarily intended to result in sales of Shares of
the Fund if and to the extent that (i) such expenses are
required to be borne by a principal underwriter which acts
as the distributor of the Fund's Shares pursuant to an
underwriting agreement which provides that the underwriter
shall assume some or all of such expenses, or (ii) the
Corporation on behalf of the Fund shall have adopted a plan
in conformity with Rule 12b-1 under the 1940 Act providing
that the Fund (or some other party) shall assume some or all
of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by
the principal underwriter pursuant to the underwriting
agreement or are not permitted to be paid by the Fund (or
some other party) pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments
to be made and costs to be assumed by you as provided in
sections 2, 3, and 4 hereof, the Corporation on behalf of
the Fund shall pay you in United States Dollars on the last
day of each month the unpaid balance of a fee equal to the
excess of 1/12 of 1.00 of 1 percent of the average daily net
assets as defined below of the Fund for such month; over any
compensation waived by you from time to time (as more fully
described below). You shall be entitled to receive during
any month such interim payments of your fee hereunder as you
shall request, provided that no such payment shall exceed 75
percent of the amount of your fee then accrued on the books
of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the
average of the values placed on the Fund's net assets as of
4:00 p.m. (New York time) on each day on which the net asset
value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund
lawfully determines the value of its net assets as of some
other time on each business day, as of such time. The value
of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Charter and the
Registration Statement. If the determination of net asset
value does not take place for any particular day, then for
the purposes of this section 5, the value of the net assets
of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or
as of such other time as the value of the net assets of the
Fund's portfolio may be lawfully determined on that day. If
the Fund determines the value of the net assets of its
portfolio more than once on any day, then the last such
determination thereof on that day shall be deemed to be the
sole determination thereof on that day for the purposes of
this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually
bound hereunder by the terms of any publicly announced
waiver of your fee, or any limitation of the Fund's
expenses, as if such waiver or limitation were fully set
forth herein.
6. Avoidance of Inconsistent Position; Services Not
Exclusive. In connection with purchases or sales of
portfolio securities and other investments for the account
of the Fund, neither you nor any of your directors, officers
or employees shall act as a principal or agent or receive
any commission. You or your agent shall arrange for the
placing of all orders for the purchase and sale of portfolio
securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund
policies as expressed in the Registration Statement. If any
occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you
shall act solely as investment counsel for such clients and
not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you
may render investment advice, management and services to
others. In acting under this Agreement, you shall be an
independent contractor and not an agent of the Corporation.
Whenever the Fund and one or more other accounts or
investment companies advised by you have available funds for
investment, investments suitable and appropriate for each
shall be allocated in accordance with procedures believed by
you to be equitable to each entity. Similarly, opportunities
to sell securities shall be allocated in a manner believed
by you to be equitable. The Fund recognizes that in some
cases this procedure may adversely affect the size of the
position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to
your undertaking to render services pursuant to this
Agreement, the Corporation agrees that you shall not be
liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to
protect or purport to protect you against any liability to
the Corporation, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your
obligations and duties hereunder.
8. Duration and Termination of This Agreement. This
Agreement shall remain in force until April 1, 1999 and
continue in force from year to year thereafter, but only so
long as such continuance is specifically approved at least
annually (a) by the vote of a majority of the Directors who
are not parties to this Agreement or interested persons of
any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b)
by the Directors of the Corporation, or by the vote of a
majority of the outstanding voting securities of the Fund.
The aforesaid requirement that continuance of this Agreement
be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder and any applicable SEC
exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at
any time, without the payment of any penalty, by the vote of
a majority of the outstanding voting securities of the Fund
or by the Corporation's Board of Directors on 60 days'
written notice to you, or by you on 60 days' written notice
to the Corporation. This Agreement shall terminate
automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at
any time without the payment of any penalty by the Board of
Directors or by vote of a majority of the outstanding voting
securities of the Fund in the event that it shall have been
established by a court of competent jurisdiction that you or
any of your officers or directors has taken any action which
results in a breach of your covenants set forth herein.
9. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the
party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this
Agreement shall be effective until approved in a manner
consistent with the 1940 Act and rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
10. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be
executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
In interpreting the provisions of this Agreement, the
definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "affiliated person,"
"assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be
applied, subject, however, to such exemptions as may be
granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, provided that
nothing herein shall be construed in a manner inconsistent
with the 1940 Act, or in a manner which would cause the Fund
to fail to comply with the requirements of Subchapter M of
the Code.
This Agreement shall supersede all prior investment advisory
or management agreements entered into between you and the
Corporation on behalf of the Fund.
If you are in agreement with the foregoing, please execute
the form of acceptance on the accompanying counterpart of
this letter and return such counterpart to the Corporation,
whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
Kemper Global/International
Series, Inc.,
on behalf of
Kemper Emerging Markets Income
Fund
By: _________________________
President
The foregoing Agreement is hereby accepted as of the date
hereof.
Scudder Kemper Investments,
Inc.
By: _________________________
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\IMA\igif_s98 6
INVESTMENT MANAGEMENT AGREEMENT
Kemper Global/International Series, Inc.
345 Park Avenue
New York, New York 10154
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper International Growth and Income Fund
Ladies and Gentlemen:
Kemper Global/International Series, Inc. (the "Corporation")
has been established as a Maryland corporation to engage in
the business of an investment company. Pursuant to the
Corporation's Articles of Incorporation, as amended from
time-to-time (the "Charter"), the Board of Directors is
authorized to issue the Corporation's shares of common
stock, par value $0.001 per share, (the "Shares") in
separate series, or funds. The Board of Directors has
authorized Kemper International Growth and Income Fund (the
"Fund"). Series may be abolished and dissolved, and
additional series established, from time to time by action
of the Directors.
The Corporation, on behalf of the Fund, has selected you to
act as the investment manager of the Fund and to provide
certain other services, as more fully set forth below, and
you have indicated that you are willing to act as such
investment manager and to perform such services under the
terms and conditions hereinafter set forth. Accordingly, the
Corporation on behalf of the Fund agrees with you as
follows:
1. Delivery of Documents. The Corporation engages in the
business of investing and reinvesting the assets of the Fund
in the manner and in accordance with the investment
objectives, policies and restrictions specified in the
currently effective Prospectus (the "Prospectus") and
Statement of Additional Information (the "SAI") relating to
the Fund included in the Corporation's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Corporation under the
Investment Company Act of 1940, as amended, (the "1940 Act")
and the Securities Act of 1933, as amended. Copies of the
documents referred to in the preceding sentence have been
furnished to you by the Corporation. The Corporation has
also furnished you with copies properly certified or
authenticated of each of the following additional documents
related to the Corporation and the Fund:
(a) The Charter dated October 1, 1997 as amended to
date.
(b) By-Laws of the Corporation as in effect on the date
hereof (the "By-Laws").
(c) Resolutions of the Directors of the
Corporation and the shareholders of the Fund
selecting you as investment manager and approving the
form of this Agreement.
The Corporation will furnish you from time to time with
copies, properly certified or authenticated, of all
amendments of or supplements, if any, to the foregoing,
including the Prospectus, the SAI and the Registration
Statement.
2. Portfolio Management Services. As manager of the assets
of the Fund, you shall provide continuing investment
management of the assets of the Fund in accordance with the
investment objectives, policies and restrictions set forth
in the Prospectus and SAI; the applicable provisions of the
1940 Act and the Internal Revenue Code of 1986, as amended,
(the "Code") relating to regulated investment companies and
all rules and regulations thereunder; and all other
applicable federal and state laws and regulations of which
you have knowledge; subject always to policies and
instructions adopted by the Corporation's Board of
Directors. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a
regulated investment company under Subchapter M of the Code
and regulations issued thereunder. The Fund shall have the
benefit of the investment analysis and research, the review
of current economic conditions and trends and the
consideration of long-range investment policy generally
available to your investment advisory clients. In managing
the Fund in accordance with the requirements set forth in
this section 2, you shall be entitled to receive and act
upon advice of counsel to the Corporation. You shall also
make available to the Corporation promptly upon request all
of the Fund's investment records and ledgers as are
necessary to assist the Corporation in complying with the
requirements of the 1940 Act and other applicable laws. To
the extent required by law, you shall furnish to regulatory
authorities having the requisite authority any information
or reports in connection with the services provided pursuant
to this Agreement which may be requested in order to
ascertain whether the operations of the Corporation are
being conducted in a manner consistent with applicable laws
and regulations.
You shall determine the securities, instruments,
investments, currencies, repurchase agreements, futures,
options and other contracts relating to investments to be
purchased, sold or entered into by the Fund and place orders
with broker-dealers, foreign currency dealers, futures
commission merchants or others pursuant to your
determinations and all in accordance with Fund policies as
expressed in the Registration Statement. You shall determine
what portion of the Fund's portfolio shall be invested in
securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Corporation's Board of Directors
periodic reports on the investment performance of the Fund
and on the performance of your obligations pursuant to this
Agreement, and you shall supply such additional reports and
information as the Corporation's officers or Board of
Directors shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office
space and facilities in the United States as the Fund may
require for its reasonable needs, and you (or one or more of
your affiliates designated by you) shall render to the
Corporation administrative services on behalf of the Fund
necessary for operating as an open end investment company
and not provided by persons not parties to this Agreement
including, but not limited to, preparing reports to and
meeting materials for the Corporation's Board of Directors
and reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and
pricing agents, accountants, attorneys, printers,
underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary or desirable
to Fund operations; preparing and making filings with the
Securities and Exchange Commission (the "SEC") and other
regulatory and self-regulatory organizations, including, but
not limited to, preliminary and definitive proxy materials,
post-effective amendments to the Registration Statement,
semi-annual reports on Form N-SAR and notices pursuant to
Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and
local tax returns; preparing and filing the Fund's federal
excise tax return pursuant to Section 4982 of the Code;
providing assistance with investor and public relations
matters; monitoring the valuation of portfolio securities
and the calculation of net asset value; monitoring the
registration of Shares of the Fund under applicable federal
and state securities laws; maintaining or causing to be
maintained for the Fund all books, records and reports and
any other information required under the 1940 Act, to the
extent that such books, records and reports and other
information are not maintained by the Fund's custodian or
other agents of the Fund; assisting in establishing the
accounting policies of the Fund; assisting in the resolution
of accounting issues that may arise with respect to the
Fund's operations and consulting with the Fund's independent
accountants, legal counsel and the Fund's other agents as
necessary in connection therewith; establishing and
monitoring the Fund's operating expense budgets; reviewing
the Fund's bills; processing the payment of bills that have
been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions
available to be paid by the Fund to its shareholders,
preparing and arranging for the printing of dividend notices
to shareholders, and providing the transfer and dividend
paying agent, the custodian, and the accounting agent with
such information as is required for such parties to effect
the payment of dividends and distributions; and otherwise
assisting the Corporation as it may reasonably request in
the conduct of the Fund's business, subject to the direction
and control of the Corporation's Board of Directors. Nothing
in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any
other person not a party to this Agreement which is
obligated to provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Directors, officers and
executive employees of the Corporation (including the Fund's
share of payroll taxes) who are affiliated persons of you,
and you shall make available, without expense to the Fund,
the services of such of your directors, officers and
employees as may duly be elected officers of the
Corporation, subject to their individual consent to serve
and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described
in section 3 hereof.
You shall not be required to pay any expenses of the Fund
other than those specifically allocated to you in this
section 4. In particular, but without limiting the
generality of the foregoing, you shall not be responsible,
except to the extent of the reasonable compensation of such
of the Fund's Directors and officers as are directors,
officers or employees of you whose services may be involved,
for the following expenses of the Fund: organization
expenses of the Fund (including out of-pocket expenses, but
not including your overhead or employee costs); fees payable
to you and to any other Fund advisors or consultants; legal
expenses; auditing and accounting expenses; maintenance of
books and records which are required to be maintained by the
Fund's custodian or other agents of the Corporation;
telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees,
dues and expenses incurred by the Fund in connection with
membership in investment company trade organizations; fees
and expenses of the Fund's accounting agent for which the
Corporation is responsible pursuant to the terms of the Fund
Accounting Services Agreement, custodians, subcustodians,
transfer agents, dividend disbursing agents and registrars;
payment for portfolio pricing or valuation services to
pricing agents, accountants, bankers and other specialists,
if any; expenses of preparing share certificates and, except
as provided below in this section 4, other expenses in
connection with the issuance, offering, distribution, sale,
redemption or repurchase of securities issued by the Fund;
expenses relating to investor and public relations; expenses
and fees of registering or qualifying Shares of the Fund for
sale; interest charges, bond premiums and other insurance
expense; freight, insurance and other charges in connection
with the shipment of the Fund's portfolio securities; the
compensation and all expenses (specifically including travel
expenses relating to Corporation business) of Directors,
officers and employees of the Corporation who are not
affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities
of the Fund; expenses of printing and distributing reports,
notices and dividends to shareholders; expenses of printing
and mailing Prospectuses and SAIs of the Fund and
supplements thereto; costs of stationery; any litigation
expenses; indemnification of Directors and officers of the
Corporation; and costs of shareholders' and other meetings.
You shall not be required to pay expenses of any activity
which is primarily intended to result in sales of Shares of
the Fund if and to the extent that (i) such expenses are
required to be borne by a principal underwriter which acts
as the distributor of the Fund's Shares pursuant to an
underwriting agreement which provides that the underwriter
shall assume some or all of such expenses, or (ii) the
Corporation on behalf of the Fund shall have adopted a plan
in conformity with Rule 12b-1 under the 1940 Act providing
that the Fund (or some other party) shall assume some or all
of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by
the principal underwriter pursuant to the underwriting
agreement or are not permitted to be paid by the Fund (or
some other party) pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments
to be made and costs to be assumed by you as provided in
sections 2, 3, and 4 hereof, the Corporation on behalf of
the Fund shall pay you in United States Dollars on the last
day of each month the unpaid balance of a fee equal to the
excess of 1/12 of 1.00 of 1 percent of the average daily net
assets as defined below of the Fund for such month; over any
compensation waived by you from time to time (as more fully
described below). You shall be entitled to receive during
any month such interim payments of your fee hereunder as you
shall request, provided that no such payment shall exceed 75
percent of the amount of your fee then accrued on the books
of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the
average of the values placed on the Fund's net assets as of
4:00 p.m. (New York time) on each day on which the net asset
value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the 1940 Act or, if the Fund
lawfully determines the value of its net assets as of some
other time on each business day, as of such time. The value
of the net assets of the Fund shall always be determined
pursuant to the applicable provisions of the Charter and the
Registration Statement. If the determination of net asset
value does not take place for any particular day, then for
the purposes of this section 5, the value of the net assets
of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or
as of such other time as the value of the net assets of the
Fund's portfolio may be lawfully determined on that day. If
the Fund determines the value of the net assets of its
portfolio more than once on any day, then the last such
determination thereof on that day shall be deemed to be the
sole determination thereof on that day for the purposes of
this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually
bound hereunder by the terms of any publicly announced
waiver of your fee, or any limitation of the Fund's
expenses, as if such waiver or limitation were fully set
forth herein.
6. Avoidance of Inconsistent Position; Services Not
Exclusive. In connection with purchases or sales of
portfolio securities and other investments for the account
of the Fund, neither you nor any of your directors, officers
or employees shall act as a principal or agent or receive
any commission. You or your agent shall arrange for the
placing of all orders for the purchase and sale of portfolio
securities and other investments for the Fund's account with
brokers or dealers selected by you in accordance with Fund
policies as expressed in the Registration Statement. If any
occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you
shall act solely as investment counsel for such clients and
not in any way on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not
to be deemed to be exclusive and it is understood that you
may render investment advice, management and services to
others. In acting under this Agreement, you shall be an
independent contractor and not an agent of the Corporation.
Whenever the Fund and one or more other accounts or
investment companies advised by you have available funds for
investment, investments suitable and appropriate for each
shall be allocated in accordance with procedures believed by
you to be equitable to each entity. Similarly, opportunities
to sell securities shall be allocated in a manner believed
by you to be equitable. The Fund recognizes that in some
cases this procedure may adversely affect the size of the
position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to
your undertaking to render services pursuant to this
Agreement, the Corporation agrees that you shall not be
liable under this Agreement for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to
protect or purport to protect you against any liability to
the Corporation, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of your
duties, or by reason of your reckless disregard of your
obligations and duties hereunder.
8. Duration and Termination of This Agreement. This
Agreement shall remain in force until April 1, 1999 and
continue in force from year to year thereafter, but only so
long as such continuance is specifically approved at least
annually (a) by the vote of a majority of the Directors who
are not parties to this Agreement or interested persons of
any party to this Agreement, cast in person at a meeting
called for the purpose of voting on such approval, and (b)
by the Directors of the Corporation, or by the vote of a
majority of the outstanding voting securities of the Fund.
The aforesaid requirement that continuance of this Agreement
be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder and any applicable SEC
exemptive order therefrom.
This Agreement may be terminated with respect to the Fund at
any time, without the payment of any penalty, by the vote of
a majority of the outstanding voting securities of the Fund
or by the Corporation's Board of Directors on 60 days'
written notice to you, or by you on 60 days' written notice
to the Corporation. This Agreement shall terminate
automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at
any time without the payment of any penalty by the Board of
Directors or by vote of a majority of the outstanding voting
securities of the Fund in the event that it shall have been
established by a court of competent jurisdiction that you or
any of your officers or directors has taken any action which
results in a breach of your covenants set forth herein.
9. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the
party against whom enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this
Agreement shall be effective until approved in a manner
consistent with the 1940 Act and rules and regulations
thereunder and any applicable SEC exemptive order therefrom.
10. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way
define or limit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be
executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
In interpreting the provisions of this Agreement, the
definitions contained in Section 2(a) of the 1940 Act
(particularly the definitions of "affiliated person,"
"assignment" and "majority of the outstanding voting
securities"), as from time to time amended, shall be
applied, subject, however, to such exemptions as may be
granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts, provided that
nothing herein shall be construed in a manner inconsistent
with the 1940 Act, or in a manner which would cause the Fund
to fail to comply with the requirements of Subchapter M of
the Code.
This Agreement shall supersede all prior investment advisory
or management agreements entered into between you and the
Corporation on behalf of the Fund.
If you are in agreement with the foregoing, please execute
the form of acceptance on the accompanying counterpart of
this letter and return such counterpart to the Corporation,
whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
Kemper Global/International
Series, Inc.,
on behalf of
Kemper International Growth
and Income Fund
By: _________________________
President
The foregoing Agreement is hereby accepted as of the date
hereof.
Scudder Kemper Investments,
Inc.
By: _________________________
Treasurer
