Filed electronically with the Securities and Exchange Commission
on December 31, 1997
File No. 811-8395
File No. 333-42337
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.___2___
Post-Effective Amendment No.
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 2
Kemper Global/ International Series, Inc.
(Exact name of Registrant as Specified in Charter)
222 South Riverside Plaza Street, Chicago, IL 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (312) 781-1121
Kathryn L. Quirk
Scudder, Stevens & Clark, Inc.
345 Park Avenue, New York, NY 10154
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
_____ immediately upon filing pursuant to paragraph (b)
__X__ On December 31, 1997 pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(i)
_____ on _______ pursuant to paragraph (a)(i)
_____ 75 days after filing pursuant to paragraph (a)(ii)
_____ on _______ pursuant to paragraph (a)(ii) of Rule 485
<PAGE>
KEMPER GLOBAL/ INTERNATIONAL SERIES, INC.
CROSS-REFERENCE SHEET
Items Required by Form N-1A
PART A
Item No. Item Caption Prospectus Caption
1. Cover Page COVER PAGE
2. Synopsis SUMMARY
SUMMARY OF EXPENSES
3. Condensed NOT APPLICABLE
Financial
Information
4. General INVESTMENT OBJECTIVES, POLICIES AND
Description of RISK FACTORS
Registrant SUMMARY
CAPITAL STRUCTURE
5. Management of SUMMARY
the Fund INVESTMENT MANAGER AND UNDERWRITER
5A. Management's NOT APPLICABLE
Discussion of
Fund Performance
6. Capital Stock SUMMARY
and Other INVESTMENT OBJECTIVES, POLICIES AND
Securities RISK FACTORS
DIVIDENDS, DISTRIBUTIONS AND TAXES
PURCHASE OF SHARES
7. Purchase of PURCHASE OF SHARES
Securities Being SUMMARY
Offered INVESTMENT MANAGER AND UNDERWRITER
8. Redemption or SUMMARY
Repurchase REDEMPTION OR REPURCHASE OF SHARES
9. Pending Legal NOT APPLICABLE
Proceedings
Cross Reference - Page 1
<PAGE>
KEMPER GLOBAL/ INTERNATIONAL SERIES, INC.
(continued)
PART B
Caption in Statement of
Item No. Item Caption Additional Information
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General NOT APPLICABLE
Information and
History
13. Investment INVESTMENT RESTRICTIONS
Objectives and INVESTMENT POLICIES AND TECHNIQUES
Policies
14. Management of the OFFICERS AND DIRECTORS
Fund REMUNERATION
15. Control Persons OFFICERS AND DIRECTORS
and Principal
Holders of
Securities
16. Investment INVESTMENT MANAGER AND UNDERWRITER
Advisory and
Other Services
17. Brokerage PORTFOLIO TRANSACTIONS
Allocation
18. Capital Stock and INVESTMENT MANAGER AND UNDERWRITER
Other Securities
19. Purchase, PURCHASE AND REDEMPTION OF SHARES
Redemption and
Pricing of
Securities Being
Offered
20. Tax Status DIVIDENDS AND TAXES
21. Underwriters INVESTMENT MANAGER AND UNDERWRITER
22. Calculation of PERFORMANCE
Performance Data
23. Financial NOT APPLICABLE
Statements
Cross Reference - Page 2
<PAGE>
Part A (Prospectus)
Part A of this Pre-Effective Amendment to the Registration Statement is
incorporated by reference in its entirety to the Fund's current Pre-Effective
Amendment No. 1 on Form N-1A filed on December 24, 1997.
<PAGE>
Part B (Statement of Additional Information)
Part B of this Pre-Effective Amendment to the Registration Statement is
incorporated by reference in its entirety to the Fund's current Pre-Effective
Amendment No. 1 on Form N-1A filed on December 24, 1997.
<PAGE>
KEMPER GLOBAL/ INTERNATIONAL SERIES, INC.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
a. Financial Statements
Included in Part A of this Registration Statement:
Financial Highlights
For Kemper Global Blue Chip Fund:
For Kemper International Growth and Income Fund:
For Scudder Global Discovery Fund:
For Kemper Latin America Fund:
For Kemper Emerging Markets Income Fund:
to be filed by Amendment.
Included in Part B of this Registration Statement:
Statements, schedules and historical information
other than those listed above have been omitted
since they are either not applicable or are not
required.
b. Exhibits:
1. Articles of Incorporation dated
October 1, 1997 (Incorporated by
Reference to the Initial Registration
Statement).
2. By-Laws to be filed by Amendment.
3. Inapplicable.
4. Specimen Share Certificate to be filed
by Amendment.
5. Investment Management Agreement to be
filed by Amendment.
6. Underwriting Agreement to be filed by
Amendment.
7. Inapplicable.
8.(a) Custodian Agreement to be filed by
Amendment.
(b) Fee schedule for Exhibit 8(a) to be
filed by Amendment.
9.(a)(1) Transfer Agency and Service Agreement
to be filed by Amendment.
(a)(2) Fee schedule for Exhibit 9(a)(1) to be
filed by Amendment.
(b) Shareholder Services Agreement to be
filed by Amendment.
Part C - Page 1
<PAGE>
(c) Fund Accounting Services Agreement to
be filed by Amendment.
10. Opinion of counsel
11. Consent of Independent Accountants
(incorporated by reference to Pre-
Effective Amendment No.1)
12. Inapplicable.
13. Inapplicable.
14. Inapplicable.
15. Inapplicable.
16. Inapplicable.
17. Inapplicable.
18. Inapplicable.
Item 25. Persons Controlled by or under Common Control with Registrant
None
Item 26. Number of Holders of Securities (as of November 30, 1997).
(1) (2)
Title of Class Number of
Shareholders
Shares of capital stock
($.001 par value)
Kemper Global Blue Chip Fund 0
Kemper International Growth 0
and Income Fund
Kemper Latin America Fund 0
Kemper Emerging Markets 0
Growth Fund
Kemper Emerging Markets 0
Income Fund
Item 27. Indemnification.
Article Tenth of Registrant's Articles of Incorporation
state as follows:
TENTH: Liability and Indemnification
To the fullest extent permitted by the Maryland General Corporation Law and
the Investment Company Act of 1940, no director or officer of the Corporation
shall be liable to the Corporation or to its stockholders for damages. This
limitation on liability applies to events occurring at the time a person serves
as a director or officer of the Corporation, whether or not such person is a
director or officer at the time of any proceeding in which liability is
asserted. No amendment to these Articles of Amendment and Restatement or repeal
of any of its provisions shall limit or eliminate the benefits provided to
directors and officers under this provision with respect to any act or omission
which occurred prior to such amendment or repeal.
The Corporation, including its successors and assigns, shall indemnify its
directors and officers and make advance payment of related expenses to the
fullest extent permitted, and in accordance with the procedures required by
Maryland law, including Section 2-418 of the Maryland General Corporation Law,
as may be amended from time to time, and the Investment Company Act of 1940. The
Part C - Page 2
<PAGE>
By-laws may provide that the Corporation shall indemnify its employees and/or
agents in any manner and within such limits as permitted by applicable law. Such
indemnification shall be in addition to any other right or claim to which any
director, officer, employee or agent may otherwise be entitled.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or employee benefit plan
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
Corporation would have had the power to indemnify against such liability.
The rights provided to any person by this Article shall be enforceable
against the Corporation by such person who shall be presumed to have relied upon
such rights in serving or continuing to serve in the capacities indicated
herein. No amendment of these Articles of Amendment and Restatement shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment.
Nothing in these Articles of Amendment and Restatement shall be deemed to
(i) require a waiver of compliance with any provision of the Securities Act of
1933, as amended, or the Investment Company Act of 1940, as amended, or of any
valid rule, regulation or order of the Securities and Exchange Commission under
those Acts or (ii) protect any director or officer of the Corporation against
any liability to the Corporation or its stockholders to which he would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of his or her duties or by reason of his or her reckless
disregard of his or her obligations and duties hereunder.
Item 28. Business or Other Connections of Investment Adviser
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
To be filed by Amendment.
Item 29. Principal Underwriters.
(a) Kemper Distributors, Inc. acts as principal
underwriter and distributor of the Registrant's
shares.
(b)
(1) (2) (3)
Name and Position and Positions and
Principal Offices with Offices with
Business Address Underwriter Registrant
---------------------- -------------- ---------------
Mark S. Casady None Director,
Two International Place Treasurer and
Boston, MA 02110 Vice President
Daniel Pierce None President and
Two International Place Director
Boston, MA 02110
Kathryn L. Quirk None Director,
345 Park Avenue Secretary and
New York, NY 10154 Vice President
Part C - Page 3
<PAGE>
(c)
(1) (2) (3) (4) (5)
Net Compensation
Name of Underwriting on Redemption
Principal Discounts and and Brokerage Other
Underwriter Commissions Repurchases Commissions Compensation
Kemper None None None None
Distributors,
Inc.
Item 30. Location of Accounts and Records.
Certain accounts, books and other documents required to
be maintained by Section 31(a) of the 1940 Act and the
Rules promulgated thereunder will be maintained by
Scudder Kemper Investments, Inc., 345 Park Avenue, New
York, NY 10154. Records relating to the duties of the
Registrant's custodian are maintained by Brown Brothers
Harriman & Co.
Item 31. Management Services.
Inapplicable.
Item 32. Undertakings.
Part C - Page 4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 30th day of December, 1997.
KEMPER GLOBAL/INTERNATIONAL SERIES, INC.
By /s/Kathryn L. Quirk
-------------------------------
Kathryn L. Quirk, Secretary
Pursuant to the requirements of the Securities Act of 1933, this amendment
to its Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/Kathryn L. Quirk
- -----------------------
Kathryn L. Quirk Director, Vice December 30, 1997
President and
Secretary
/s/Mark S. Casady
- -----------------------
Mark S. Casady Director, Vice December 30, 1997
President and
Treasurer (Principal
Financial and
Accounting Officer)
/s/Daniel Pierce
- -----------------------
Daniel Pierce Director and December 30, 1997
President
<PAGE>
File No. 811-8395
File No. 333-42337
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM N-1A
PRE-EFFECTIVE AMENDMENT No. 2
UNDER
THE SECURITIES ACT OF 1933
AND
PRE-EFFECTIVE AMENDMENT No. 2
UNDER
THE INVESTMENT COMPANY ACT OF 1940
KEMPER GLOBAL/ INTERNATIONAL SERIES, INC.
<PAGE>
KEMPER GLOBAL/ INTERNATIONAL SERIES, INC.
Exhibit Index
Exhibit 10
December 31, 1997
Kemper Global/International Series, Inc.
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as special Maryland counsel to Kemper Global/International
Series, Inc. ("Kemper"), a corporation organized under the laws of the State of
Maryland on October 2, 1997. Kemper is authorized to issue Five Hundred Million
(500,000,000) shares of capital stock (each a "Share" and collectively, the
"Shares"), one-tenth of one cent ($0.001) par value per Share, which have been
classified into five series (each a "Series" and collectively, the "Series") of
One Hundred Million (100,000,000) Shares each. The designations of the five
Series are as follows: (1) Kemper Global Blue Chip Fund; (2) Kemper
International Growth and Income Fund; (3) Kemper Emerging Markets Income Fund;
(4) Kemper Emerging Markets Growth Fund; and (5) Kemper Latin America Fund.
Each Series is further classified into three classes of Shares (each a
"Class" and collectively, the "Classes"), designated as the Class A Shares, the
Class B Shares and the Class C Shares, respectively, with the Class A and Class
B Shares of each Series consisting of 33,333,333 Shares and the Class C Shares
of each Series consisting of 33,333,334 Shares.
We understand that you have filed with the Securities and Exchange
Commission a registration statement (the "Registration Statement") on Form N-1A
for the purpose of registering, under the Securities Act of 1933, as amended
(the "Securities Act") and the Investment Company Act of 1940, as amended (the
"Investment Company Act"), the Class A, Class B and Class C Shares of each
Series. We understand that our opinion is required to be filed as an exhibit to
the Registration Statement.
<PAGE>
Kemper Global/International Series, Inc.
December 31, 1997
Page 2
In rendering the opinions set forth below, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the following
documents:
(i) the Registration Statement, including all amendments thereto filed to
date, and a draft of the amendment which you are about to file with the
Securities and Exchange Commission;
(ii) the Charter and Bylaws of Kemper;
(iii)a certificate of Kemper regarding, among other things, certain actions
by Kemper in connection with the authorization of the issuance of Class A, Class
B and Class C Shares of each Series (the "Certificate");
(iv) a certificate of the Maryland State Department of Assessments and
Taxation dated December 29, 1997 to the effect that the Kemper is duly
incorporated and existing under the laws of the State of Maryland and is in good
standing and duly authorized to transact business in the State of Maryland (the
"Good Standing Certificate"); and
(v) such other documents and matters as we have deemed necessary and
appropriate to render this opinion, subject to the limitations, assumptions, and
qualifications contained herein.
As to any facts or questions of fact material to the opinions expressed
herein, we have relied exclusively upon the aforesaid documents and
certificates, and representations and declarations of the officers or other
representatives of Kemper. We have made no independent investigation whatsoever
as to such factual matters.
<PAGE>
In reaching the opinions set forth below, we have
assumed, without independent investigation or inquiry, that:
(a) all documents submitted to us as originals are authentic; all documents
submitted to us as certified or photostatic copies conform to the original
documents; all signatures on all documents submitted to us for examination are
genuine; and all documents and public records reviewed are accurate and
complete;
(b) all representations, warranties, certifications and statements with
respect to matters of fact and other factual information (i) made by public
officers; or (ii) made by officers or representatives of Kemper, including
certifications made in the Certificate, are accurate, true, correct and complete
in all material respects; and
<PAGE>
Kemper Global/International Series, Inc.
December 31, 1997
Page 3
(c) at no time prior to and including the date when all of the Shares of
each Class of each Series are issued will (i) Kemper's Charter, Bylaws or the
existing corporate authorization to issue such Shares be amended, repealed or
revoked; (ii) the total number of the issued Class A or Class B Shares of any
Series exceed 33,333,333; (iii) the total number of the issued Class C Shares of
any Series exceed 33,333,334; or (iv) the net asset value per Share of any Class
of any Series be less than one-tenth of one cent ($0.001) per Share.
Based on our review of the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that, as of the date of this
letter:
1. Kemper is a corporation duly organized, validly existing and, based
solely on the Good Standing Certificate, in good standing under the
laws of the State of Maryland.
2. The issuance and sale of the Class A, Class B and Class C Shares of
each Series has been duly and validly authorized by all necessary
corporate action on the part of Kemper.
3. When issued and sold to the public as described in the Registration
Statement, the Class A, Class B and Class C Shares of each Series will
be legally and validly issued, fully paid and non-assessable.
In addition to the qualifications set forth above, the opinions set forth
herein are also subject to the following qualifications:
We express no opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940 or the securities laws of any state with respect
to the issuance of Shares of any Class of any Series of Kemper. The opinions
expressed herein concern only the effect of the laws (excluding the principles
of conflict of laws) of the State of Maryland as currently in effect. We assume
no obligation to supplement this opinion if any applicable laws change after the
date hereof, or if we become aware of any facts that might change the opinions
expressed herein after the date hereof.
We consent to your filing this opinion with the Securities and Exchange
Commission in connection with the Registration Statement.
Sincerely yours,
/s/ Ober, Kaler, Grimes & Shriver,
a Professional Corporation
