Filed electronically with the Securities and Exchange Commission
on November 30, 1998
File No. 811-08983
File No. 333-62677
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 2
------
Post-Effective Amendment No.
------
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 2
------
Kemper Income Trust
-------------------
(Exact name of Registrant as Specified in Charter)
222 South Riverside Plaza Street, Chicago, IL 60606
---------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (312) 781-1121
--------------
Kathryn L. Quirk
Scudder Kemper Investments, Inc.
345 Park Avenue, New York, NY 10154
-----------------------------------
(Name and Address of Agent for Service)
Approximate date of proposed public offering: As soon as practicable after the
effective date of the registration statement.
Title of securities being registered: Shares of Beneficial Interest, $.01 par
value per share.
<PAGE>
KEMPER INCOME TRUST
Kemper High Yield Fund II
CROSS-REFERENCE SHEET
Items Required by Form N-1A
---------------------------
PART A
- ------
<TABLE>
<CAPTION>
Item No. Item Caption Prospectus Caption
-------- ------------ ------------------
<S> <C> <C> <C>
1. Cover Page COVER PAGE
2. Synopsis SUMMARY
SUMMARY OF EXPENSES
3. Condensed Financial NOT APPLICABLE
Information
4. General Description of SUMMARY
Registrant INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS
CAPITAL STRUCTURE
5. Management of the Fund SUMMARY
INVESTMENT MANAGER AND UNDERWRITER
5A. Management's Discussion of NOT APPLICABLE
Fund Performance
6. Capital Stock and Other SUMMARY
Securities INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS
DIVIDENDS AND TAXES
PURCHASE OF SHARES
7. Purchase of Securities Being SUMMARY
Offered PURCHASE OF SHARES
INVESTMENT MANAGER AND UNDERWRITER
8. Redemption or Repurchase SUMMARY
REDEMPTION OR REPURCHASE OF SHARES
9. Pending Legal Proceedings NOT APPLICABLE
Cross Reference - Page 1
<PAGE>
KEMPER INCOME TRUST
Kemper High Yield Fund II
(continued)
PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
-------- ------------ ----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information and History NOT APPLICABLE
13. Investment Objectives and INVESTMENT RESTRICTIONS
Policies INVESTMENT POLICIES AND TECHNIQUES
14. Management of the Fund OFFICERS AND TRUSTEES
REMUNERATION
15. Control Persons and Principal OFFICERS AND TRUSTEES
Holders of Securities
16. Investment Advisory and Other INVESTMENT MANAGER AND UNDERWRITER
Services
17. Brokerage Allocation PORTFOLIO TRANSACTIONS
18. Capital Stock and Other INVESTMENT MANAGER AND UNDERWRITER
Securities
19. Purchase, Redemption and PURCHASE AND REDEMPTION OF SHARES
Pricing of Securities Being
Offered
20. Tax Status DIVIDENDS AND TAXES
21. Underwriters INVESTMENT MANAGER AND UNDERWRITER
22. Calculation of Performance Data PERFORMANCE
23. Financial Statements NOT APPLICABLE
</TABLE>
Cross Reference - Page 2
<PAGE>
Part A and Part B are incorporated by reference to Pre-effective Amendment No. 1
to the Registrant's Registration Statement filed on November 25, 1998.
Part C - Page 1
<PAGE>
KEMPER INCOME TRUST
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 24. Financial Statements and Exhibits
- -------- ---------------------------------
<S> <C> <C>
a. Financial Statements
Financial Highlights to be filed by amendment:
Included in Part B of this Registration Statement:
The Statement of Assets and Liabilities of Kemper High Yield Fund II as of November
24, 1998 and the Report of Independent Auditors.
b. Exhibits:
1. Agreement and Declaration of Trust (incorporated by reference to
Pre-effective Amendment No. 1 to Registrant's Registration
Statement).
2. By-laws (incorporated by reference to Pre-effective Amendment No. 1
to Registrant's Registration Statement).
3. Inapplicable.
4. Specimen Share Certificate to be filed by amendment.
5. Investment Management Agreement dated November 30, 1998 between the
Registrant on behalf of Kemper High Yield Fund II and Scudder
Kemper Investments, Inc. (incorporated by reference to
Pre-effective Amendment No. 1 to Registrant's Registration
Statement).
6. Underwriting and Distribution Services Agreement dated November 30,
1998 between the Registrant and Kemper Distributors, Inc
(incorporated by reference to Pre-effective Amendment No. 1 to
Registrant's Registration Statement).
7. Inapplicable.
8. (a)(1) Custodian Agreement to be filed by amendment.
(a)(2) Fee schedule for Exhibit 8(a)(1) to be filed by amendment.
Part C - Page 2
<PAGE>
9. (a) Agency Agreement dated November 30, 1998 between the Registrant and
Kemper Service Company (incorporated by reference to Pre-effective
Amendment No. 1 to Registrant's Registration Statement).
(b) Fund Accounting Services Agreement dated November 30, 1998 between
the Registrant on behalf of Kemper High Yield Fund II and Scudder
Fund Accounting Corporation (incorporated by reference to
Pre-effective Amendment No. 1 to Registrant's Registration
Statement).
(c) Administrative Services Agreement dated November 30, 1998 between
the Registrant and Kemper Distributors, Inc. (incorporated by
reference to Pre-effective Amendment No. 1 to Registrant's
Registration Statement).
10. Opinion of counsel (incorporated by reference to Pre-effective
Amendment No. 1 to Registrant's Registration Statement).
11. Consent of Independent Auditors (incorporated by reference to
Pre-effective Amendment No. 1 to Registrant's Registration
Statement).
12. Inapplicable.
13. Purchase Agreement dated November 25, 1998 between the Registrant
and Scudder Kemper Investments, Inc. is filed herein.
14. Inapplicable
15. Rule 12b-1 Plans (incorporated by reference to Pre-effective
Amendment No. 1 to Registrant's Registration Statement).
16. Inapplicable.
17. Inapplicable.
18. Multi-Distribution System Plan pursuant to Rule 18f-3 (incorporated
by reference to Pre-effective Amendment No. 1 to Registrant's
Registration Statement).
Powers of Attorney for Trustees (incorporated by reference to
Pre-effective Amendment No. 1 to Registrant's Registration
Statement).
</TABLE>
Item 25. Persons Controlled by or under Common Control with Registrant
- -------- -------------------------------------------------------------
None
Item 26. Number of Holders of Securities.
- -------- --------------------------------
<TABLE>
<CAPTION>
(1) (2)
Title of Class Number of Shareholders
-------------- ----------------------
<S> <C> <C>
Kemper High Yield Fund II 0
</TABLE>
Part C - Page 3
<PAGE>
Item 27. Indemnification.
- -------- ----------------
Article Tenth of Registrant's Articles of Incorporation state as
follows:
TENTH: Liability and Indemnification
- ------ -----------------------------
To the fullest extent permitted by the Maryland General Corporation Law
and the Investment Company Act of 1940, no director or officer of the
Corporation shall be liable to the Corporation or to its stockholders for
damages. This limitation on liability applies to events occurring at the time a
person serves as a director or officer of the Corporation, whether or not such
person is a director or officer at the time of any proceeding in which liability
is asserted. No amendment to these Articles of Amendment and Restatement or
repeal of any of its provisions shall limit or eliminate the benefits provided
to directors and officers under this provision with respect to any act or
omission which occurred prior to such amendment or repeal.
The Corporation, including its successors and assigns, shall indemnify
its directors and officers and make advance payment of related expenses to the
fullest extent permitted, and in accordance with the procedures required by
Maryland law, including Section 2-418 of the Maryland General Corporation Law,
as may be amended from time to time, and the Investment Company Act of 1940. The
By-laws may provide that the Corporation shall indemnify its employees and/or
agents in any manner and within such limits as permitted by applicable law. Such
indemnification shall be in addition to any other right or claim to which any
director, officer, employee or agent may otherwise be entitled.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or employee benefit plan
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
Corporation would have had the power to indemnify against such liability.
The rights provided to any person by this Article shall be enforceable
against the Corporation by such person who shall be presumed to have relied upon
such rights in serving or continuing to serve in the capacities indicated
herein. No amendment of these Articles of Amendment and Restatement shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment.
Nothing in these Articles of Amendment and Restatement shall be deemed
to (i) require a waiver of compliance with any provision of the Securities Act
of 1933, as amended, or the Investment Company Act of 1940, as amended, or of
any valid rule, regulation or order of the Securities and Exchange Commission
under those Acts or (ii) protect any director or officer of the Corporation
against any liability to the Corporation or its stockholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of his or her duties or by reason of his or her
reckless disregard of his or her obligations and duties hereunder.
Item 28. Business or Other Connections of Investment Adviser
- -------- ---------------------------------------------------
Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 28.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<S> <C>
Stephen R. Beckwith Treasurer and Chief Financial Officer, Scudder Kemper Investments, Inc.**
Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Part C - Page 4
<PAGE>
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Lynn S. Birdsong Director and Vice President, Scudder Kemper Investments, Inc.**
William H. Bolinder Director, Scudder Kemper Investments, Inc.**
Member, Group Executive Board, Zurich Financial Services, Inc. ##
Chairman, Zurich-American Insurance Company o
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, ZKI Holding Corporation xx
Gunther Gose Director, Scudder Kemper Investments, Inc.**
CFO and Member, Group Executive Board, Zurich Financial Services, Inc. ##
CEO/Branch Offices, Zurich Life Insurance Company ##
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Chairman of the Board, Zurich Holding Company of America o
Director, ZKI Holding Corporation xx
Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Senior Vice President & Assistant Clerk, Scudder Investor Services, Inc.*
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc.***
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. x
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation oo
Director and Secretary, SFA, Inc.*
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President and Secretary, Scudder Brokerage Services, Inc.*
Director, Korea Bond Fund Management Co., Ltd.+
Cornelia M. Small Director and Vice President, Scudder Kemper Investments, Inc.**
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc.###
President and Director, Scudder, Stevens & Clark Overseas Corporation oo
Part C - Page 5
<PAGE>
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc.x
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
* Two International Place, Boston, MA
X 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C. Luxembourg B 34.564
*** Toronto, Ontario, Canada
Oo 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
Xx 222 S. Riverside, Chicago, IL
O Zurich Towers, 1400 American Ln., Schaumburg, IL
+ P.O. Box 309, Upland House, S. Church St., Grand Cayman, British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
</TABLE>
Item 29. Principal Underwriters.
(a)
Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the Kemper
Funds.
(b)
Information on the officers and directors of Kemper Distributors, Inc.,
principal underwriter for the Registrant is set forth below. The
principal business address is 222 South Riverside Plaza, Chicago,
Illinois 60606.
<TABLE>
<CAPTION>
(1) (2) (3)
Position and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
<S> <C> <C> <C>
James L. Greenawalt President None
Thomas W. Littauer Director, Chief Executive Officer Vice President
Kathryn L. Quirk Director, Secretary, Chief Legal Vice President
Officer & Vice President
James J. McGovern Chief Financial Officer & Vice None
President
Linda J. Wondrack Vice President & Chief Compliance None
Officer
Paula Gaccione Vice President None
Michael E. Harrington Vice President None
Robert A. Rudell Vice President None
Part C - Page 6
<PAGE>
Position and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
---- ------------------------- -----------------------
William M. Thomas Vice President None
Elizabeth C. Werth Vice President Assistant Secretary
Todd N. Gierke Assistant Treasurer None
Philip J. Collora Assistant Secretary Vice President and
Secretary
Paul J. Elmlinger Assistant Secretary None
Diane E. Ratekin Assistant Secretary None
Daniel Pierce Director, Chairman Trustee
Mark S. Casady Director, Vice Chairman President
Stephen R. Beckwith Director None
</TABLE>
(c) Not applicable
Item 30. Location of Accounts and Records.
- -------- ---------------------------------
Certain accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the Rules
promulgated thereunder will be maintained by Scudder Kemper
Investments, Inc., 345 Park Avenue, New York, NY 10154.
Records relating to the duties of the Registrant's custodian
are maintained by Brown Brothers Harriman & Co.
Item 31. Management Services.
- -------- --------------------
Inapplicable.
Item 32. Undertakings.
- -------- -------------
(a) Not Applicable.
(b) Not Applicable.
(c) The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the Fund's
latest annual report to shareholders upon request and without
charge.
Part C - Page 7
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its Registration
Statement under the Securities Act of 1933 and has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Boston and the Commonwealth of
Massachusetts on the 30th day of November, 1998.
KEMPER INCOME TRUST
By /s/ Mark S. Casady
---------------------
Mark S. Casady, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Daniel Pierce
- --------------------------------------
Daniel Pierce* Chairman and Trustee November 30, 1998
/s/ David W. Belin
- --------------------------------------
David W. Belin* Trustee November 30, 1998
/s/ Lewis A. Burnham
- --------------------------------------
Lewis A. Burnham * Trustee November 30, 1998
/s/ Donald L. Dunaway
- --------------------------------------
Donald L. Dunaway* Trustee November 30, 1998
/s/ Robert B. Hoffman
- --------------------------------------
Robert B. Hoffman* Trustee November 30, 1998
/s/ Donald R. Jones
- --------------------------------------
Donald R. Jones* Trustee November 30, 1998
/s/ Thomas W. Littauer
- --------------------------------------
Thomas W. Littauer* Trustee and Vice President November 30, 1998
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Shirley D. Peterson
- --------------------------------------
Shirley D. Peterson* Trustee November 30, 1998
/s/ Kathryn L. Quirk
- --------------------------------------
Kathryn L. Quirk* Trustee and Vice President November 30, 1998
/s/ John R. Hebble
- ---------------------------------------
John R. Hebble Treasurer (Principal Financial and November 30, 1998
Accounting Officer)
/s/ Philip J. Collora
- --------------------------------------
Philip J. Collora Vice President and Secretary November 30, 1998
</TABLE>
*By: /s/ Mark S. Casady
------------------
Mark S. Casady
Attorney-in-Fact pursuant to powers of attorney
incorporated by reference to Pre-effective
Amendment No. 1 to Registrant's Registration Statement.
2
<PAGE>
File No. 811-08983
File No. 333-62677
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM N-1A
PRE-EFFECTIVE AMENDMENT No. 2
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT No. 2
UNDER
THE INVESTMENT COMPANY ACT OF 1940
KEMPER INCOME TRUST
<PAGE>
KEMPER INCOME TRUST
Exhibit Index
Exhibit 13
Exhibit 13
PURCHASE AGREEMENT
Purchase Agreement dated November 25, 1998 between Kemper Income Trust,
a business trust organized under the laws of The Commonwealth of Massachusetts
(the "Fund") and Scudder Kemper Investments, Inc. (the "Investment Manager"), a
corporation organized under the laws of the State of Delaware.
WHEREAS, the Fund is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund proposes to issue and sell shares of its shares of
beneficial interests, par value $0.01 per share (its "Shares") to the public
pursuant to a Registration Statement on Form N-1A (the "Registration Statement")
filed with the Securities and Exchange Commission; and
WHEREAS, Section 14(a) of the 1940 Act requires each registered
investment company to have a net worth of at least $100,000 before making a
public offering of its Shares;
NOW, THEREFORE, the Fund and the Investment Manager agree as follows:
1. The Fund offers to sell to the Investment Manager, and the Investment
Manager agrees to purchase from the Fund Shares of the Fund for an
aggregate price of $100,000 on a date to be specified by the Fund prior to
the effective date of the Registration Statement.
2. The Investment Manager represents and warrants to the Fund that the
Investment Manager is acquiring the Shares for investment purposes only and
not with a view to resale or further distribution.
3. The Investment Manager's right under this Purchase Agreement to purchase
the Shares is not assignable.
IN WITNESS WHEREOF, the Fund and the Investment Manager have caused their
duly authorized officers to execute this Purchase Agreement as of the date first
above written.
KEMPER INCOME TRUST SCUDDER KEMPER INVESTMENTS, INC.
By: By:
-------------------------- -----------------------
Name: Mark S. Casady Name: Stephen R. Beckwith
Title: President Title: Treasurer
