Exhibit (c)(5)
KEMPER FUNDS TRUST
Kemper Research Fund
Redesignation of Classes of Shares of Beneficial Interest
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The undersigned, being a majority of the Trustees of Kemper Funds
Trust, a Massachusetts business trust (the "Trust"), acting pursuant to
authority granted to the Board of Trustees in the Trust's Declaration of Trust
dated October 14, 1998 (the "Declaration of Trust"), having previously divided
the authorized shares of beneficial interest of the series of the Trust
heretofore designated as Kemper Research Fund into the classes designated below
in paragraph 1, hereby redesignate such classes as set forth below in paragraph
2, each class to have the special and relative rights specified herein:
1. The classes of Kemper Research Fund previously have been established
and designated as follows:
Kemper Research Fund Class A
Kemper Research Fund Class B
Kemper Research Fund Class C
2. Effective January 1, 2001, Kemper Research Fund Class A is
redesignated as Class A; Kemper Research Fund Class B is redesignated as Class
B; and Kemper Research Fund Class C is redesignated as Class C.
3. Each Share shall be redeemable, and, except as provided below, shall
represent a pro rata beneficial interest in the assets attributable to such
Class of Shares of the Fund, and shall be entitled to receive its pro rata share
of net assets attributable to such Class of Shares of the Fund upon liquidation
of the Fund, all as provided in or not inconsistent with the Declaration of
Trust. Each Share shall have the voting, dividend, liquidation and other rights,
preferences, powers, restrictions, limitations, qualifications, terms and
conditions, as set forth in the Declaration of Trust.
4. Upon the effective date of this Instrument:
a. Each Share of each Class of the Fund shall be entitled to
one vote (or fraction thereof in respect of a fractional share) on
matters which such Shares (or Class of Shares) shall be entitled to
vote. Shares of the Fund shall vote together on any matter, except to
the extent otherwise required by the Investment Company Act of 1940, as
amended (the "1940 Act"), or when the Trustees have determined that the
matter affects only the interest of Shareholders of one or more
Classes, in which case only the Shareholders of such Class or Classes
shall be entitled to vote thereon. Any matter shall be deemed to have
been effectively acted upon with respect to the Fund if acted upon as
provided in Rule 18f-2 under the 1940 Act or any successor rule and in
the Declaration of Trust.
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b. Liabilities, expenses, costs, charges or reserves that
should be properly allocated to the Shares of a particular Class of the
Fund may, pursuant to a Plan adopted by the Trustees under Rule 18f-3
under the 1940 Act, or such similar rule under or provision or
interpretation of the 1940 Act, be charged to and borne solely by such
Class and the bearing of expenses solely by a Class of Shares may be
appropriately reflected and cause differences in net asset value
attributable to, and the dividend, redemption and liquidation rights
of, the Shares of different Classes.
5. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets, liabilities and expenses
or to change the designation of any Class now or hereafter created, or to
otherwise change the special and relative rights of any such Class, provided
that such change shall not adversely affect the rights of Shareholders of such
Class.
/s/James E. Akins /s/Kathryn L. Quirk
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James E. Akins, Trustee Kathryn L. Quirk, Trustee
/s/James R. Edgar /s/Fred B. Renwick
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James R. Edgar, Trustee Fred B. Renwick, Trustee
/s/Arthur R. Gottschalk /s/John G. Weithers
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Arthur R. Gottschalk, Trustee John G. Weithers, Trustee
/s/Frederick T. Kelsey /s/Linda C. Coughlin
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Frederick T. Kelsey, Trustee Linda C. Coughlin, Trustee
/s/Thomas W. Littauer
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Thomas W. Littauer, Trustee
Dated: November 29, 2000
