DECHERT
Ten Post Office Square South
Boston, MA 02109-4603
Telephone: 617-728-7100
Fax: 617-426-6567
December 28, 2000
Kemper Funds Trust
222 South Riverside Plaza
Chicago, Illinois 60606
Re: Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A (SEC File No. 333-65661)
Ladies and Gentlemen:
Kemper Funds Trust (the "Trust") is a trust created under a written Declaration
of Trust dated October 14, 1998. The Declaration of Trust, as amended from time
to time, is referred to as the "Declaration of Trust." The beneficial interest
under the Declaration of Trust is represented by transferable shares with a par
value of $.01 per share (the "Shares"). The Trustees have the powers set forth
in the Declaration of Trust, subject to the terms, provisions and conditions
therein provided.
We are of the opinion that all legal requirements have been complied with in the
creation of the Trust and that said Declaration of Trust is legal and valid.
Under Article V, Section 5.4 of the Declaration of Trust, the Trustees are
empowered, in their discretion, from time to time, to issue Shares for such
amount and type of consideration, at such time or times and on such terms as the
Trustees may deem best. Under Article V, Section 5.1, it is provided that the
number of Shares authorized to be issued under the Declaration of Trust is
unlimited. Under Article V, Section 5.11, the Trustees may authorize the
division of Shares into two or more series. By written instruments, the Trustees
have from time to time established various series of the Trust. The Shares are
currently divided into four active series (the "Funds").
By vote adopted on November 18, 1998, the Trustees of the Trust authorized the
President, any Vice President, the Secretary and the Treasurer, from time to
time, to cause to be registered with the Securities and Exchange Commission an
indefinite number of Shares of the Trust and its series and to cause such Shares
to be issued and sold to the public.
We understand that you are about to file with the Securities and Exchange
Commission, on Form N-1A, Post-Effective Amendment No. 10 to the Trust's
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), in connection with the continuous
offering of the Shares of the four active Funds: Kemper Large Company Growth
Fund (to be renamed Scudder Focus Growth Fund), Kemper Research Fund (to be
renamed Scudder Research Fund), Kemper Small Cap Value+Growth Fund and Kemper
S&P 500 Index Fund (to be renamed Scudder S&P 500 Index Fund). We understand
that our opinion is required to be filed as an exhibit to the Registration
Statement.
We are of the opinion that all necessary Trust action precedent to the issue of
the Shares of the Funds named above has been duly taken, and that all such
Shares may be legally and validly issued for cash, and when sold will be fully
paid and non-assessable by the Trust upon receipt by the Trust or its agent of
consideration for such Shares in accordance with the terms in the Registration
Statement, subject to compliance with the Securities Act, the Investment Company
Act of 1940, as amended, and applicable state laws regulating the sale
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Kemper Funds Trust
December 28, 2000
Page 1
of securities. We consent to your filing this opinion with the
Securities and Exchange Commission as an Exhibit to Post-Effective Amendment No.
10 to the Registration Statement.
Very truly yours,
/s/ Dechert
