SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No.__ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission
Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
KEMPER FUNDS TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
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KEMPER FUNDS TRUST
KEMPER LARGE COMPANY GROWTH FUND
222 South Riverside Plaza
Chicago, Illinois 60606
April 7, 2000
Dear Shareholders:
A Special Meeting of Shareholders of Kemper Large Company Growth Fund
(the "Fund"), a series of Kemper FUNDS TRUST, IS TO BE HELD AT 2:00 p.m.,
Eastern time, on April 28, 2000, at the offices of Scudder Kemper Investments,
Inc. ("SCUDDER KEMPER"), 13TH Floor, Two International Place, Boston,
Massachusetts 02110. A Proxy Statement regarding the meeting, a proxy card for
your vote at the meeting, and an envelope--postage-prepaid--in which to return
your proxy card are enclosed.
At the Special Meeting, Fund shareholders will be asked to approve a
change to the Fund's sub-classification under the Investment Company Act of
1940, as amended (the "1940 Act"), from a diversified company to a
non-diversified company.
AFTER CAREFUL REVIEW, THE MEMBERS OF YOUR FUND'S BOARD HAVE APPROVED
THE CHANGE TO THE FUND'S SUB-CLASSIFICATION UNDER THE 1940 ACT FROM A
DIVERSIFIED COMPANY TO A NON-DIVERSIFIED COMPANY. THE BOARD MEMBERS OF YOUR FUND
BELIEVE THAT THE PROPOSAL SET FORTH IN THE NOTICE OF MEETING FOR YOUR FUND IS
IMPORTANT AND RECOMMEND THAT YOU READ THE ENCLOSED MATERIALS CAREFULLY AND THEN
VOTE FOR THE PROPOSAL.
YOUR VOTE IS IMPORTANT. PLEASE TAKE A MOMENT NOW TO SIGN AND RETURN
YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE.
Respectfully,
Mark S. Casady
President
WE URGE YOU TO SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF
THE NUMBER OF SHARES YOU OWN.
<PAGE>
KEMPER FUNDS TRUST
KEMPER LARGE COMPANY GROWTH FUND
222 South Riverside Plaza
Chicago, Illinois 60606
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
April 7, 2000
Please take notice that a Special Meeting of Shareholders (the "Special
Meeting") of Kemper Large Company Growth Fund (the "Fund"), a series of Kemper
Funds Trust, will be held at the offices of Scudder Kemper Investments, Inc.,
13TH Floor, Two International Place, Boston, Massachusetts 02110, On April 28,
2000, AT 2:00 p.m., Eastern time, for the following purpose:
PROPOSAL: To approve a change to the Fund's sub-classification under
the Investment Company Act of 1940 from a diversified
company to a non-diversified company.
The appointed proxies will vote in their discretion on any other
business as may properly come before the special meeting or any adjournments
thereof. Holders of record of shares of the Fund at the close of business on
March 22, 2000 are entitled to vote at the Special Meeting and at any
adjournments thereof.
In the event that the necessary quorum to transact business or the vote
required to approve the Proposal is not obtained at the Special Meeting, the
persons named as proxies may propose one or more adjournments of the Special
Meeting in accordance with applicable law to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the Fund's shares present in person or by proxy at the Special
Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the Proposal and will
vote against any such adjournment those proxies to be voted against the
Proposal.
By Order of the Board of Trustees,
Philip J. Collora
Secretary
IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR
YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE
NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM AT THE SPECIAL
MEETING. IF YOU CAN ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES IN
PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
<PAGE>
KEMPER FUNDS TRUST
KEMPER LARGE COMPANY GROWTH FUND
222 South Riverside Plaza
Chicago, Illinois 60606
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees (the "Board") of Kemper Funds Trust (the
"Trust") for use at the Special Meeting of Shareholders of Kemper Large Company
Growth Fund (the "Fund"), a series of the Trust, to be held at the offices of
Scudder Kemper Investments, Inc. ("SCUDDER KEMPER"), 13TH Floor, Two
International Place, Boston, Massachusetts 02110, on April 28, 2000, AT 2:00
p.m., Eastern time, and at any and all adjournments thereof (the "Special
Meeting").
This Proxy Statement, the Notice of Special Meeting and the proxy card
are first being mailed to shareholders on or about April 7, 2000, or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Fund, c/o Scudder Kemper Investments, Inc., 222 South Riverside Plaza, Chicago,
Illinois 60606) or in person at the Special Meeting, by executing a superseding
proxy or by submitting a notice of revocation to the Fund. All properly executed
proxies received in time for the Special Meeting will be voted as specified in
the proxy or, if no specification is made, in favor of the Proposal referred to
in the Proxy Statement.
Approval of the Proposal requires the affirmative vote of a "majority
of the outstanding voting securities" of the Fund. The term "majority of the
outstanding voting securities," as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), and as used in this Proxy Statement, means:
the affirmative vote of the lesser of (1) 67% of the voting securities of the
Fund present at the Special Meeting if more than 50% of the outstanding voting
securities of the Fund are present in person or by proxy or (2) more than 50% of
the outstanding voting securities of the Fund.
Abstentions and broker non-votes will have the effect of a "no" vote on
the Proposal, which requires the approval of a specified percentage of the
outstanding shares of the Fund or of such shares present at the Special Meeting.
Broker non-votes are proxies received by the Fund from brokers or nominees when
the broker or nominee has neither received instructions from the beneficial
owner or other persons entitled to vote nor has discretionary power to vote on a
particular matter. Accordingly, shareholders are urged to forward their voting
instructions promptly.
The presence at any shareholders' meeting, in person or by proxy, of
the holders of one-third of the shares of the Fund entitled to be cast shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve the Proposal is not obtained at the Special Meeting, the persons
named as proxies may propose one or more adjournments of the Special Meeting in
accordance with applicable law to permit further solicitation of proxies with
respect to the Proposal. Any such adjournment will require the affirmative vote
of the holders of a majority of the Fund's shares present in person or by proxy
at the Special Meeting.
The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the Proposal and will
vote against any such adjournment those proxies to be voted against the
Proposal. For purposes of determining the presence of a quorum for transacting
business at the Special Meeting, abstentions and broker non-votes will be
treated as shares that are present but which have not been voted.
The Board has fixed the close of business on March 22, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Special Meeting. Shareholders are entitled to one vote for each
share held. As of March 22, 2000, there were 210,564 shares of the Fund
outstanding, comprising 70,201 Class A shares, 70,181 Class B shares and 70,181
Class C shares. Shareholders shall vote on the Proposal in the aggregate,
without regard to class.
PROPOSAL: APPROVAL OF A CHANGE TO THE FUND'S SUB-CLASSIFICATION
UNDER THE INVESTMENT COMPANY ACT OF 1940 FROM A DIVERSIFIED
COMPANY TO A NON-DIVERSIFIED COMPANY
The Board has adopted, subject to shareholder approval, the
recommendation of Scudder Kemper, the Fund's investment manager, that the Fund's
sub-classification be changed from "diversified" to "non-diversified." The Fund
is currently sub-classified as a "diversified company" under Section 5(b) of the
1940 Act. As a "diversified company," the Fund must have at least 75% of the
value of its total assets in cash and cash items (including receivables),
Government securities, securities of other investment companies, and other
securities (the "75% basket"). For purposes of the 75% basket, the Fund may not
count securities of a single issuer that account for more than 5% of the Fund's
total assets or that constitute more than 10% of such issuer's outstanding
voting securities.
For example, if the Fund's portfolio includes a security that
constitutes 6% of the Fund's total assets, that position would be excluded from
the 75% basket. In addition, if shares of a security held by the Fund constitute
more than 10% of an issuer's outstanding voting securities, that position would
likewise be excluded from the 75% basket. This restriction is designed to
prevent funds that hold themselves out as diversified from being tied too
closely to the success of one or a few issuers. In addition, the restriction is
designed to prevent such funds from controlling portfolio companies.
The Board recommends that the shareholders approve the Proposal to
change the Fund's sub-classification under Section 5(b) from "diversified" to
"non-diversified." If the shareholders approve the Proposal, the Fund will no
longer be required to comply with the diversification standards outlined above.
The Fund intends to continue to comply with the diversification and other
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
applicable to regulated investment companies so that the Fund will not be
subject to U.S. federal income taxes on its net investment income. In this
regard, the applicable diversification requirements imposed by the Code provide
that the Fund must diversify its holdings so that at the end of each quarter of
the taxable year (i) at least 50% of the market value of the Fund's assets is
represented by cash and cash items, U.S. government securities, the securities
of other regulated investment companies and other securities, with such other
securities of any one issuer limited for purposes of this calculation to an
amount not greater than 5% of the value of the Fund's total assets and 10% of
the outstanding voting securities of such issuer, and (ii) not more than 25% of
the value of its total assets is invested in the securities of any one issuer
(other than U.S. government securities or the securities of other regulated
investment companies). Although the Fund will be subject to the diversification
standards imposed by the Code, a change in the Fund's sub-classification to a
NON-DIVERSIFIED INVESTMENT COMPANY WILL PERMIT THE FUND TO INVEST A LARGER
PORTION OF ITS ASSETS in fewer issuers than is now the case.
The Fund's investment objective is to seek long-term growth of capital.
The Fund seeks its objective by investing primarily in the equity securities of
seasoned, financially strong, large U.S. growth companies. The Fund's investment
management team currently seeks a diversified portfolio that consists of the
securities of approximately 60 such companies. Scudder Kemper has advised the
Board that it intends to change the Fund's investment strategy so that the Fund
will invest in a portfolio made up of the securities of approximately 20 to 30
such companies. the Fund's new investment strategy will focus on the top
research recommendations of Scudder Kemper. In order to permit the Fund to
implement this new investment strategy, Scudder Kemper has advised the Board
that the Fund's classification should be changed from diversified to
non-diversified. Scudder Kemper believes that this change in the Fund's
classification will benefit shareholders with the potential for improved
performance because the Fund will have the flexibility to make larger
investments in those seasoned, financially strong, large U.S. companies that
Scudder Kemper believes present the best opportunities for growth.
While investing a larger portion of the Fund's assets in fewer issuers
may prove beneficial when such companies outperform the market, larger
investments in fewer issuers will also magnify any negative performance by such
portfolio companies. In general, the Fund's net asset value may become more
volatile. However, Scudder Kemper believe these additional risks are outweighed
by the potential for improved performance.
THE BOARD MEMBERS OF THE TRUST RECOMMEND THAT THE
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THIS PROPOSAL.
ADDITIONAL INFORMATION
INVESTMENT MANAGER; PRINCIPAL UNDERWRITER AND ADMINISTRATOR
The Fund's investment manager is Scudder Kemper Investments, Inc., 345
Park Avenue, New York, New York 10154. The Fund's principal underwriter and
administrator is Kemper Distributors, Inc., 222 South Riverside Plaza, Chicago,
Illinois 60606.
PROXY SOLICITATION
The cost of preparing, printing and mailing the enclosed proxy card and
Proxy Statement and all other costs incurred in connection with the solicitation
of proxies, including any additional solicitation made by letter, telephone or
telegraph, will be paid by Scudder Kemper. In addition to solicitation by mail,
certain officers and representatives of the Trust, officers and employees of
Scudder Kemper and certain financial services firms and their representatives,
who will receive no extra compensation for their services, may solicit proxies
by telephone, telegram or personally.
If a shareholder wishes to participate in the Special Meeting, the
shareholder may submit the proxy card originally sent with the Proxy Statement
or attend in person. Any proxy given by a shareholder is revocable until voted
at the Special Meeting.
REPORTS
THE FUND PROVIDES PERIODIC REPORTS TO ALL OF ITS SHAREHOLDERS WHICH
HIGHLIGHT RELEVANT INFORMATION, INCLUDING INVESTMENT RESULTS AND A REVIEW OF
PORTFOLIO CHANGES. YOU MAY RECEIVE ADDITIONAL COPIES OF THE MOST RECENT
SEMI-ANNUAL AND ANNUAL REPORTS FOR THE FUND, WITHOUT CHARGE, BY CALLING
1-800-621-1048 OR WRITING THE FUND, C/O SCUDDER KEMPER INVESTMENTS, INC., 222
SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606.
SECURITY OWNERSHIP
Set forth below are the beneficial owners of at least 5% of each class
of the Fund's shares as of January 31, 2000:
70,175 Class A shares in the aggregate, or 99.96% of the outstanding
Class A shares of the Fund were held in the name of SSC Investment
Corp., 345 Park Avenue, New York, New York 10154.
70,175 Class B shares in the aggregate, or 99.99% of the outstanding
Class B shares of the Fund were held in the name of SSC Investment
Corp., 345 Park Avenue, New York, New York 10154.
70,175 Class C shares in the aggregate, or 99.99% of the outstanding
Class C shares of the Fund were held in the name of SSC Investment
Corp., 345 Park Avenue, New York, New York 10154.
To the best of the Trust's knowledge, as of January 31, 2000, no person
owned beneficially more than 5% of any class of the Fund's outstanding shares,
except as stated above. It is anticipated that the shares of the Fund that are
owned by SSC Investment Corp., an affiliate of Scudder Kemper, will be voted in
favor of the Proposal and, therefore, it is expected that the Proposal will be
approved.
As of January 31, 2000, the Trustees and officers of the Trust as a
group owned beneficially less than 1% of the shares of the Fund.
PROPOSALS OF SHAREHOLDERS
Meetings of shareholders of the Fund are not held on an annual or other
regular basis. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to the Secretary of the Trust, c/o Scudder
Kemper Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606,
within a reasonable time before the solicitation of proxies for such meeting.
The timely submission of a proposal does not guarantee its inclusion.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
No Board member is aware of any matters that will be presented for
action at the Special Meeting other than the matters set forth herein. Should
any other matters requiring a vote of shareholders arise, the proxy in the
accompanying form will confer upon the person or persons entitled to vote the
shares represented by such proxy the discretionary authority to vote the shares
as to any such other matters in accordance with their best judgment in the
interest of the Trust and/or the Fund.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Trustees,
Philip J. Collora
Secretary
<PAGE>
FORM OF PROXY
KEMPER FUNDS TRUST
KEMPER LARGE COMPANY GROWTH FUND (THE "FUND")
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS - APRIL 28, 2000
The undersigned hereby appoints Kathryn L. Quirk, Philip S. Collora,
Maureen E. Kane and Caroline Pearson, and each of them, the proxies of the
undersigned, with the power of substitution to each of them, to vote all shares
of the Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Fund to be held at the offices of Scudder Kemper
Investments, Inc., Two International Place, Boston, Massachusetts 02110, ON
APRIL 28, 2000 AT 2:00 p.m., Eastern time, and at any adjournments thereof.
Dated _____________________________, 2000
Please sign exactly as your name or names appear. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such. ----------------------------------------------
Signature(s)
[page break]
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE PROXY CARD BELOW.
SIGN, DATE AND RETURN IT IN THE ENVELOPE PROVIDED. TO SAVE THE COST OF
ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE
SPECIFIED IN THE SQUARES PROVIDED, YOUR VOTE WILL BE CAST FOR THE ITEM LISTED
BELOW. The Trustees of your Fund unanimously recommend that you vote FOR the
proposal.
FOR AGAINST ABSTAIN
Proposal: To approve a change to the
Fund's sub-classification under THE ____ _____ _____
INVESTMENT COMPANY ACT OF 1940 FROM A
DIVERSIFIED COMPANY TO A non-diversified
company.
The proxies are authorized to vote in their discretion on any other business
which may properly come before the meeting and any adjournments thereof.
PLEASE VOTE PROMPTLY!
Your vote is needed! Please vote on the reverse side of this form and sign in
the space provided below. Return your completed proxy in the enclosed envelope
today.
You may receive additional proxies for your other accounts. These are not
duplicates; you should sign and return each proxy card in order for your votes
to be counted. Please return them as soon as possible to help save the cost of
additional mailings.
