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SIGNATURE PHILIP J. COLLORA
TITLE V.P. AND SECRETARY
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<ACCUMULATED-NET-GAINS> (1,058)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,576
<NET-ASSETS> 30,667
<DIVIDEND-INCOME> 340
<INTEREST-INCOME> 17
<OTHER-INCOME> 0
<EXPENSES-NET> (213)
<NET-INVESTMENT-INCOME> 144
<REALIZED-GAINS-CURRENT> (621)
<APPREC-INCREASE-CURRENT> 3,100
<NET-CHANGE-FROM-OPS> 2,623
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (20)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 277
<NUMBER-OF-SHARES-REDEEMED> (158)
<SHARES-REINVESTED> 2
<NET-CHANGE-IN-ASSETS> 12,104
<ACCUMULATED-NII-PRIOR> 6
<ACCUMULATED-GAINS-PRIOR> (437)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 77
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 328
<AVERAGE-NET-ASSETS> 25,532
<PER-SHARE-NAV-BEGIN> 9.12
<PER-SHARE-NII> .06
<PER-SHARE-GAIN-APPREC> 1.05
<PER-SHARE-DIVIDEND> (.07)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.16
<EXPENSE-RATIO> .61
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR CLASSES. THIS SCHEDULE CONTAINS SUMMARY INFORMATION
EXTRACTED FROM THE 1999 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046599
<NAME> KEMPER SECURITIES TRUST
<SERIES>
<NUMBER> 021
<NAME> KEMPER SMALL CAP RELATIVE VALUE FUND CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 3,904
<INVESTMENTS-AT-VALUE> 3,578
<RECEIVABLES> 94
<ASSETS-OTHER> 58
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,730
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 81
<TOTAL-LIABILITIES> 81
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,007
<SHARES-COMMON-STOCK> 239
<SHARES-COMMON-PRIOR> 141
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (32)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (326)
<NET-ASSETS> 3,649
<DIVIDEND-INCOME> 19
<INTEREST-INCOME> 4
<OTHER-INCOME> 0
<EXPENSES-NET> (31)
<NET-INVESTMENT-INCOME> (8)
<REALIZED-GAINS-CURRENT> (32)
<APPREC-INCREASE-CURRENT> (78)
<NET-CHANGE-FROM-OPS> (118)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 187
<NUMBER-OF-SHARES-REDEEMED> (88)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,892
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 93
<AVERAGE-NET-ASSETS> 3,212
<PER-SHARE-NAV-BEGIN> 7.57
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> (.10)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.47
<EXPENSE-RATIO> 1.51
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR CLASSES. THIS SCHEDULE CONTAINS SUMMARY INFORMATION
EXTRACTED FROM THE 1999 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046599
<NAME> KEMPER SECURITIES TRUST
<SERIES>
<NUMBER> 022
<NAME> KEMPER SMALL CAP RELATIVE VALUE FUND CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 3,904
<INVESTMENTS-AT-VALUE> 3,578
<RECEIVABLES> 94
<ASSETS-OTHER> 58
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,730
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 81
<TOTAL-LIABILITIES> 81
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,007
<SHARES-COMMON-STOCK> 159
<SHARES-COMMON-PRIOR> 79
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (32)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (326)
<NET-ASSETS> 3,649
<DIVIDEND-INCOME> 19
<INTEREST-INCOME> 4
<OTHER-INCOME> 0
<EXPENSES-NET> (31)
<NET-INVESTMENT-INCOME> (8)
<REALIZED-GAINS-CURRENT> (32)
<APPREC-INCREASE-CURRENT> (78)
<NET-CHANGE-FROM-OPS> (118)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 98
<NUMBER-OF-SHARES-REDEEMED> (18)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,892
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 93
<AVERAGE-NET-ASSETS> 3,212
<PER-SHARE-NAV-BEGIN> 7.54
<PER-SHARE-NII> (.04)
<PER-SHARE-GAIN-APPREC> (.08)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.42
<EXPENSE-RATIO> 2.38
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR CLASSES. THIS SCHEDULE CONTAINS SUMMARY INFORMATION
EXTRACTED FROM THE 1999 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001046599
<NAME> KEMPER SECURITIES TRUST
<SERIES>
<NUMBER> 023
<NAME> KEMPER SMALL CAP RELATIVE VALUE FUND CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> MAR-31-1999
<INVESTMENTS-AT-COST> 3,904
<INVESTMENTS-AT-VALUE> 3,578
<RECEIVABLES> 94
<ASSETS-OTHER> 58
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,730
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 81
<TOTAL-LIABILITIES> 81
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,007
<SHARES-COMMON-STOCK> 92
<SHARES-COMMON-PRIOR> 13
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (32)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (326)
<NET-ASSETS> 3,649
<DIVIDEND-INCOME> 19
<INTEREST-INCOME> 4
<OTHER-INCOME> 0
<EXPENSES-NET> (31)
<NET-INVESTMENT-INCOME> (8)
<REALIZED-GAINS-CURRENT> (32)
<APPREC-INCREASE-CURRENT> (78)
<NET-CHANGE-FROM-OPS> (118)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 98
<NUMBER-OF-SHARES-REDEEMED> (18)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,892
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 93
<AVERAGE-NET-ASSETS> 3,212
<PER-SHARE-NAV-BEGIN> 7.55
<PER-SHARE-NII> (.04)
<PER-SHARE-GAIN-APPREC> (.09)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.42
<EXPENSE-RATIO> 2.37
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
<PAGE>
SHAREHOLDERS' MEETING
SPECIAL SHAREHOLDERS' MEETING
On December 17, 1998, a special shareholders' meeting was held and adjourned to
January 15, 1999. Kemper U.S. Growth And Income Fund shareholders were asked to
vote on two separate issues: approval of the new Investment Management Agreement
between the fund and Scudder Kemper Investments, Inc., and to modify or
eliminate certain policies and to eliminate the shareholder approval
requirements as to certain other matters. The following are the results.
1) Approval of the new Investment Management Agreement between the fund and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
1,258,596 18,339 41,198
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
956,279 27,888 93,059
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
956,279 27,888 93,059
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
955,965 28,203 93,059
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
956,279 27,888 93,059
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
955,965 28,203 93,059
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
956,279 27,888 93,059
</TABLE>
19
<PAGE>
SHAREHOLDERS' MEETING
SPECIAL SHAREHOLDERS' MEETING
On December 17, 1998, a special shareholders' meeting was held. Kemper Small Cap
Relative Value Fund shareholders were asked to vote on two separate issues:
approval of the new Investment Management Agreement between the fund and Scudder
Kemper Investments, Inc., and to modify or eliminate certain policies and to
eliminate the shareholder approval requirement as to certain other matters. The
following are the results.
1) Approval of the new Investment Management Agreement between the fund and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
149,758 0 5,648
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Diversification
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,354 2,317 7,526 34,208
</TABLE>
Borrowing
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,241 2,430 7,526 34,208
</TABLE>
Senior securities
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,354 2,317 7,526 34,208
</TABLE>
Concentration
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,354 2,317 7,526 34,208
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,354 2,317 7,526 34,208
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,354 2,317 7,526 34,208
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,354 2,317 7,526 34,208
</TABLE>
Lending
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,354 2,317 7,526 34,208
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,354 2,317 7,526 34,208
</TABLE>
Pledging of assets
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<S> <C> <C> <C>
111,241 2,430 7,526 34,208
</TABLE>
20
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KSECT\ima_s98
6
INVESTMENT MANAGEMENT AGREEMENT
Kemper Securities Trust
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper U.S. Growth and Income Fund
Ladies and Gentlemen:
Kemper Securities Trust (the "Trust") has been established
as a Massachusetts business Trust to engage in the business
of an investment company. Pursuant to the Trust's
Declaration of Trust, as amended from time-to-time (the
"Declaration"), the Board of Trustees is authorized to issue
the Trust's shares of beneficial interest, par value $0.01
per share, (the "Shares") in separate series, or funds. The
Board of Trustees has authorized Kemper U.S. Growth and
Income Fund (the "Fund"). Series may be abolished and
dissolved, and additional series established, from time to
time by action of the Trustees.
The Trust, 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 Trust on
behalf of the Fund agrees with you as follows:
1. Delivery of Documents. The Trust 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 Trust's Registration Statement on Form N-1A,
as amended from time to time, (the "Registration Statement")
filed by the Trust 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 Trust.
The Trust has also furnished you with copies properly
certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
(a) The Declaration dated October 2, 1997, as amended
to date.
(b) By-Laws of the Trust as in effect on the date
hereof (the "By-Laws").
(c) Resolutions of the Trustees of the Trust
and the shareholders of the Fund selecting you as
investment manager and approving the form of this
Agreement.
(d) Establishment and Designation of Series
of Shares of Beneficial Interest dated January 21,
1998 relating to the Fund.
The Trust 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 Trust's Board of Trustees. 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 Trust. You shall also make
available to the Trust promptly upon request all of the
Fund's investment records and ledgers as are necessary to
assist the Trust 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 Trust 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 Trust's Board of Trustees 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 Trust's officers or Board of Trustees 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 Trust
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 Trust's Board of Trustees 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 Trust as it may reasonably request in the
conduct of the Fund's business, subject to the direction and
control of the Trust's Board of Trustees. 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 Trustees, officers and
executive employees of the Trust (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 Trust, 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 Trustees 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 Trust; 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 Trust 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 Trust business) of Trustees, officers
and employees of the Trust 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 Trustees and officers of the Trust; 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 Trust
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 Trust 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 0.60 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 up to and including $1 billion shall be 1/12
of 0.57 of 1 percent of such portion; provided further that,
for any calendar month during which the average of such
values exceeds $1 billion, the fee payable for that month
based on the portion of the average of such values in excess
of $1 billion up to and including $2.5 billion shall be 1/12
of 0.55 of 1 percent of such portion; and provided that, for
any calendar month during which the average of such values
exceeds $2.5 billion, the fee payable for that month based
on the portion of the average of such values in excess of
$2.5 billion shall be 1/12 of 0.53 of 1 percent of such
portion over the lowest applicable expense fully described
below or 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 Declaration 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 Trust.
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 Trust 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 Trust,
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
September 30, 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 Trustees 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 Trustees
of the Trust, 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 Trust's Board of Trustees on 60 days' written
notice to you, or by you on 60 days' written notice to the
Trust. 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
Trustees 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. Limitation of Liability for Claims. The Declaration, a
copy of which, together with all amendments thereto, is on
file in the Office of the Secretary of the Commonwealth of
Massachusetts, provides that the name "Kemper Securities
Trust" refers to the Trustees under the Declaration
collectively as Trustees and not as individuals or
personally, and that no shareholder of the Fund, or Trustee,
officer, employee or agent of the Trust, shall be subject to
claims against or obligations of the Trust or of the Fund to
any extent whatsoever, but that the Trust estate only shall
be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that
the obligations assumed by the Trust on behalf of the Fund
pursuant to this Agreement shall be limited in all cases to
the Fund and its assets, and you shall not seek satisfaction
of any such obligation from the shareholders or any
shareholder of the Fund or any other series of the Trust, or
from any Trustee, officer, employee or agent of the Trust.
You understand that the rights and obligations of each Fund,
or series, under the Declaration are separate and distinct
from those of any and all other series.
11. 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
Trust 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 Trust,
whereupon this letter shall become a binding contract
effective as of the date of this Agreement.
Yours very truly,
Kemper Securities Trust, on
behalf of
Kemper U.S. Growth and 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\KSECT\imaS_s98 6
INVESTMENT MANAGEMENT AGREEMENT
Kemper Securities Trust
Two International Place
Boston, Massachusetts 02110
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Small Cap Relative Value Fund
Ladies and Gentlemen:
Kemper Securities Trust (the "Trust") has been established as
a Massachusetts business Trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of
Trust, as amended from time-to-time (the "Declaration"), the
Board of Trustees is authorized to issue the Trust's shares of
beneficial interest, par value $0.01 per share, (the "Shares")
in separate series, or funds. The Board of Trustees has
authorized Kemper Small Cap Relative Value Fund (the "Fund").
Series may be abolished and dissolved, and additional series
established, from time to time by action of the Trustees.
The Trust, 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 Trust on
behalf of the Fund agrees with you as follows:
1. Delivery of Documents. The Trust 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
Trust's Registration Statement on Form N-1A, as amended from
time to time (the "Registration Statement"), filed by the
Trust 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 Trust. The Trust has also
furnished you with copies properly certified or authenticated
of each of the following additional documents related to the
Trust and the Fund:
(a) The Declaration dated October 2, 1997, as amended to
date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(c) Resolutions of the Trustees of the Trust
and the shareholders of the Fund selecting you as
investment manager and approving the form of this
Agreement.
(d) Establishment and Designation of Series of
Shares of Beneficial Interest dated January 21, 1998
relating to the Fund.
The Trust 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 Trust's Board of Trustees. 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 Trust. You shall also make
available to the Trust promptly upon request all of the Fund's
investment records and ledgers as are necessary to assist the
Trust 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
Trust 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 Trust's Board of Trustees 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 Trust's officers or Board of Trustees 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 Trust
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
Trust's Board of Trustees 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 Trust as it may reasonably request in
the conduct of the Fund's business, subject to the direction
and control of the Trust's Board of Trustees. 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 Trustees, officers and
executive employees of the Trust (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 Trust, 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 Trustees
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
Trust; 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 Trust 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 Trust business) of Trustees, officers and
employees of the Trust 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
Trustees and officers of the Trust; 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 Trust
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 Trust 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 0.75 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 up to and including $1.0 billion shall be 1/12 of 0.72
of 1 percent of such portion; provided further 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 up to and including $2.5 billion shall be 1/12 of 0.70
of 1 percent of such portion; provided that, for any calendar
month during which the average of such values exceeds $2.5
billion, the fee payable for that month based on the portion
of the average of such values in excess of $2.5 billion up to
and including $5.0 billion shall be 1/12 of 0.68 of 1 percent
of such portion; provided that, for any calendar month during
which the average of such values exceeds $5.0 billion, the fee
payable for that month based on the portion of the average of
such values in excess of $5.0 billion up to and including $7.5
billion shall be 1/12 of 0.65 of 1 percent of such portion;
provided that, for any calendar month during which the average
of such values exceeds $7.5 billion, the fee payable for that
month based on the portion of the average of such values in
excess of $7.5 billion up to and including $10.0 billion shall
be 1/12 of 0.64 of 1 percent of such portion; provided that,
for any calendar month during which the average of such values
exceeds $10.0 billion, the fee payable for that month based on
the portion of the average of such values in excess of $10.0
billion up to and including $12.5 billion shall be 1/12 of
0.63 of 1 percent of such portion; and provided that, for any
calendar month during which the average of such values exceeds
$12.5 billion, the fee payable for that month based on the
portion of the average of such values in excess of $12.5
billion shall be 1/12 of 0.62 of 1 percent of such portion
over the lowest applicable expense fully described below or
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 Declaration 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 Trust. 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 Trust 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 Trust, 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 September 30, 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 Trustees 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 Trustees of
the Trust, 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 Trust's Board of Trustees on 60 days' written notice to
you, or by you on 60 days' written notice to the Trust. 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
Trustees 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. Limitation of Liability for Claims. The Declaration, a
copy of which, together with all amendments thereto, is on
file in the Office of the Secretary of the Commonwealth of
Massachusetts, provides that the name "Kemper Securities
Trust" refers to the Trustees under the Declaration
collectively as Trustees and not as individuals or personally,
and that no shareholder of the Fund, or Trustee, officer,
employee or agent of the Trust, shall be subject to claims
against or obligations of the Trust or of the Fund to any
extent whatsoever, but that the Trust estate only shall be
liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that
the obligations assumed by the Trust on behalf of the Fund
pursuant to this Agreement shall be limited in all cases to
the Fund and its assets, and you shall not seek satisfaction
of any such obligation from the shareholders or any
shareholder of the Fund or any other series of the Trust, or
from any Trustee, officer, employee or agent of the Trust.
You understand that the rights and obligations of each Fund,
or series, under the Declaration are separate and distinct
from those of any and all other series.
11. 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
Trust 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 Trust, whereupon
this letter shall become a binding contract effective as of
the date of this Agreement.
Yours very truly,
Kemper Securities Trust, on
behalf of
Kemper Small Cap Relative Value
Fund,
By: ___________________________
President
The foregoing Agreement is hereby accepted as of the date
hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: ___________________________
Treasurer
G:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KSECT\UNDER81a.DOC 6
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made this 1st day of August, 1998 between KEMPER
SECURITIES TRUST, 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 SECURITIES TRUST, on
behalf of Kemper U.S. Growth
and Income Fund
By:
Title:
ATTEST:
Title:
KEMPER DISTRIBUTORS, INC.
By:
Title:
ATTEST:
Title:
G:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KSECT\UNDER81b.DOC 6
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made this 1st day of August, 1998 between KEMPER
SECURITIES TRUST, 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 SECURITIES TRUST, on
behalf of Kemper Small Cap
Relative Value Fund
By:
Title:
ATTEST:
Title:
KEMPER DISTRIBUTORS, INC.
By:
Title:
ATTEST:
Title:
G:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KSECT\UNDER97a.DOC 1
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made this 7th day of September, 1998 between
KEMPER SECURITIES TRUST, 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 SECURITIES TRUST, on
behalf of Kemper U.S. Growth
and Income Fund
By:
Title:
ATTEST:
Title:
KEMPER DISTRIBUTORS, INC.
By:
Title:
ATTEST:
Title:
G:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\KSECT\UNDER97b.DOC 1
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made this 7th day of September, 1998 between
KEMPER SECURITIES TRUST, 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 SECURITIES TRUST, on
behalf of Kemper Small Cap
Relative Value Fund
By:
Title:
ATTEST:
Title:
KEMPER DISTRIBUTORS, INC.
By:
Title:
ATTEST:
Title:
