FORM N-23C-3
NOTIFICATION OF REPURCHASE OFFER
PURSUANT TO RULE 23C-3
1. Investment Company Act File Number 811-09269
Date of Notification: April 14, 2000
2. Exact name of investment company as specified in registration
statement:
KEMPER FLOATING RATE FUND
3. Address of principal executive office:
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
4. Check one of the following:
A. [ X ] The notification pertains to a periodic repurchase
offer under paragraph (b) of Rule 23c-3.
B. [ ] The notification pertains to a discretionary repurchase
offer under paragraph (c) of Rule 23c-3.
C. [ ] The notification pertains to a periodic repurchase offer
under paragraph (b) of Rule 23c-3 and a discretionary
repurchase offer under paragraph (c) of Rule 23c-3.
By: /s/ Philip J. Collora
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Philip J. Collora
Vice President and Secretary
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[LOGO]
KEMPER FUNDS
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THIS IS NOTIFICATION OF THE SCHEDULED QUARTERLY REPURCHASE
OFFER. IF YOU ARE NOT INTERESTED IN SELLING YOUR SHARES AT THIS
TIME, NO ACTION IS NECESSARY
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April 14, 2000
Dear Kemper Floating Rate Fund Shareholder:
This notice is to inform you of the date for your Fund's next quarterly
repurchase offer. If you are not interested in selling your shares at this time,
no action is necessary.
The repurchase offer period will begin on April 14, 2000 and end on May 12,
2000. The purpose of this repurchase offer is to provide liquidity to
shareholders. Fund shares can currently be tendered for repurchase at net asset
value only during one of the Fund's scheduled quarterly repurchase offers. If
you would like to submit your shares for repurchase, complete the Repurchase
Request Form included with this letter and return it to: Kemper Funds, Attn:
Redemption Department, P.O. Box 219557, Kansas City, Missouri 64121-9557.
Certain shareholders may submit a Repurchase Request by telephone by calling
(800) 621-1048 by 3:00 p.m., Central time, provided certain conditions are met,
including the requirement that the repurchase proceeds are $50,000 or less and
are payable to the shareholder of record at the address of record. Individual
Retirement Account (IRA) holders and holders of certificated shares may not
submit a Repurchase Request by telephone.
Repurchase requests for Class B shares held for less than four years and Class C
shares held for less than one year may be subject to an early withdrawal charge.
In addition, you may be charged a transaction fee for this service by your
financial consultant or broker. If you have no need or desire to sell shares,
simply disregard this notice. We will contact you again next quarter to notify
you of the next repurchase privilege.
ALL REPURCHASE REQUESTS MUST BE RECEIVED IN GOOD ORDER BY THE FUND BY 3:00 P.M.
CENTRAL TIME ON MAY 12, 2000.
Please refer to the enclosed Repurchase Offer Statement if you have any
questions, or call the Fund at (800) 621-1048 or your financial consultant or
broker. If your shares are held of record through your financial consultant or
broker, you must contact them to participate in this repurchase offer.
Sincerely,
Kemper Floating Rate Fund
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KEMPER FLOATING RATE FUND
Repurchase Offer Statement
April 14, 2000
This repurchase offer of Kemper Floating Rate Fund (the "Fund") and acceptance
of the repurchase offer by tender of shares of the Fund are made upon the terms
and conditions set forth in this Repurchase Offer Statement and Repurchase
Request Form and the Fund's currently effective registration statement.
1. THE OFFER. The Fund is offering to repurchase for cash up to five
percent (5%) of its issued and outstanding shares of beneficial
interest ("Shares"), with all classes being treated in the aggregate,
as of the Repurchase Request Deadline (defined below) at a price equal
to the net asset value ("NAV") of the Shares as of the close of the New
York Stock Exchange on the date the NAV for the Offer is determined
(the "Repurchase Pricing Date") less any applicable early withdrawal
charge (described below) upon the terms and conditions set forth herein
and in the Repurchase Request Form, and in accordance with the Fund's
currently effective registration statement, which terms constitute the
"Offer." The purpose of the Offer is to provide liquidity to
shareholders since no secondary market exists for the Shares. The Offer
is not conditioned upon the tender for repurchase of any minimum number
of Shares.
2. NET ASSET VALUE. The NAV of the Class A, Class B and Class C Shares on
April 12, 2000 was $4.97, $4.96 and $4.97, respectively, per Share. You
must decide whether to tender Shares prior to the Repurchase Request
Deadline, but the NAV at which the Fund will repurchase the Shares will
not be calculated until the Repurchase Pricing Date. The NAV can
fluctuate, and NAV on the Repurchase Pricing Date could be lower than
NAV on the date you submitted your repurchase request. Please call
Kemper Funds at (800) 621-1048 for the Fund's current NAV.
3. REPURCHASE REQUEST DEADLINE. All tenders of Shares for repurchase MUST
be received in proper form by the Fund at the address indicated on the
attached Repurchase Request Form on or before 3:00 p.m., Central time,
on May 12, 2000, which is the "Repurchase Request Deadline."
4. REPURCHASE PRICING DATE. The NAV for the Offer must be determined no
later than May 26, 2000, which is within fourteen days following the
Repurchase Request Deadline. The Fund anticipates, however, that
normally the Repurchase Pricing Date will be the same date as the
Repurchase Request Deadline.
5. PAYMENT FOR SHARES REPURCHASED. Payment for all Shares repurchased
pursuant to this Offer will be made not later than seven days after the
Repurchase Pricing Date.
6. EARLY WITHDRAWAL CHARGE. Class B Shares are subject to an early
withdrawal charge ("EWC") imposed on those Class B Shares accepted for
repurchase that have been held for less than four years. Specifically,
Class B Shares repurchased during the: (i) first year after purchase
are subject to an EWC of 3.0%; (ii) second year after purchase are
subject to an EWC
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of 2.5%; (iii) third year after purchase are subject to an EWC of 2.0%;
and (iv) fourth year after purchase are subject to an EWC of 1.0%.
Class C Shares are subject to an EWC imposed on those Class C Shares
accepted for repurchase that have been held for less than one year.
Specifically, Class C Shares repurchased during the first year after
purchase are subject to an EWC of 1.0%. Please check your holdings and
the Fund's prospectus for additional information on the EWC.
7. INCREASE IN NUMBER OF SHARES REPURCHASED; PRO RATA REPURCHASE. If
shareholders tender for repurchase more Shares than the Fund is
offering to repurchase (the "Repurchase Offer Amount"), the Fund may
(but is not obligated to) increase the number of Shares that the Fund
is offering to repurchase by up to two percent (2%) of the Shares
outstanding on the Repurchase Request Deadline.
If the Fund determines not to repurchase the additional 2%, or if
shareholders tender Shares in excess of the Repurchase Offer Amount
plus the additional 2%, the Fund will repurchase Shares tendered on a
pro rata basis. The Fund may, however, in its discretion accept all
Shares tendered by shareholders who own less than 100 Shares and who
tender all of their Shares, before pro-rating the Shares tendered by
other shareholders.
There can be no assurance that the Fund will be able to repurchase all
Shares that you have tendered, even if you tender all Shares held in
your account. In the event of an oversubscribed Offer, you may be
unable to sell some or all of your Shares. You may have to wait until a
subsequent Offer to tender Shares that the Fund is unable to
repurchase, and you would be subject to the risk of NAV fluctuations
during that time period.
8. WITHDRAWAL OF SHARES TO BE REPURCHASED. Repurchase requests submitted
pursuant to the Offer may be modified or withdrawn at any time prior to
3:00 p.m., Central time, on May 12, 2000, by submitting written notice
to: Kemper Funds, Attention: Redemption Department, PO Box 219557,
Kansas City, Missouri 64121-9557. Certain Shareholders may submit a
Repurchase Request by telephone by calling (800) 621-1048 by 3:00 p.m.
Central time on May 12, 2000, provided certain conditions are met,
including the requirement that the repurchase proceeds are $50,000 or
less and are payable to the shareholder of record at the address of
record. Individual Retirement Account (IRA) holders and holders of
certificated shares may not submit a Repurchase Request by telephone.
9. SUSPENSION OR POSTPONEMENT OF REPURCHASE OFFER. The Fund may suspend or
postpone this Offer in limited circumstances and only by a vote of a
majority of the Board of Trustees, including a majority of the Trustees
who are not "interested persons" of the Fund, as that term is defined
in the Investment Company Act of 1940, as amended. The limited
circumstances include the following: (i) if the repurchase would cause
the Fund to lose its status as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended; (ii) for
any period during which any market in which the securities owned by the
Fund are principally traded is closed (other than customary weekend and
holiday closings) or during which trading in such market is restricted;
(iii) for any period during which an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably
practicable, or during which it is not reasonably practicable for the
Fund fairly to determine the value of its net assets; or (iv) for such
other periods as the Securities and Exchange Commission may by order
permit for the protection of shareholders of the Fund. You will be
notified if the Fund suspends or postpones the Offer.
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10. TAX CONSEQUENCES. Shareholders should consult their tax advisers
regarding the specific tax consequences, including state and local tax
consequences, of participating in the Offer and should review the tax
information in the Fund's prospectus and statement of additional
information. A tender of Shares pursuant to the Offer (including an
exchange for shares of another Kemper Fund) will be treated as a
taxable sale or exchange of the Shares if the tender (i) completely
terminates the shareholder's interest in the Fund, (ii) is treated as a
distribution that is "substantially disproportionate" or (iii) is
treated as a distribution that is "not essentially equivalent to a
dividend." A "substantially disproportionate" distribution generally
requires a reduction of at least 20% in the shareholder's proportionate
interest in the Fund after all Shares are tendered. A distribution "not
essentially equivalent to a dividend" requires that there be a
"meaningful reduction" in the shareholder's interest, which should be
the case if the shareholder has a minimal interest in the Fund,
exercises no control over Fund affairs and suffers a reduction in his
or her proportionate interest.
Under these rules, if a shareholder tenders all Shares that he or she
owns or is considered to own, the shareholder will realize a taxable
sale or exchange. If a shareholder tenders less than all of the Shares
that he or she owns or is considered to own, the repurchase may not
qualify as an exchange, and the proceeds received may be treated as a
dividend, return of capital or capital gain, depending on the Fund's
earnings and profits and the shareholder's basis in the tendered
Shares. If that occurs, there is a risk that non-tendering shareholders
may be considered to have received a deemed distribution as a result of
the Fund's purchase of tendered Shares, and all or a portion of that
deemed distribution may be taxable as a dividend.
The Fund intends to take the position that tendering shareholders will
qualify for sale or exchange treatment. If the transaction is treated
as a sale or exchange for tax purposes, any gain or loss recognized
will be treated as a capital gain or loss by shareholders who hold
their Shares as a capital asset and as a long-term capital gain or loss
if such Shares have been held for more than twelve months. If the
transaction is not treated as a sale or exchange, the amount received
upon a sale of Shares may consist in whole or in part of ordinary
dividend income, a return of capital or capital gain, depending on the
Fund's earnings and profits for its taxable year and the shareholder's
tax basis in the Shares. In addition, if any amounts received are
treated as a dividend to tendering shareholders, a constructive
dividend may be received by non-tendering shareholders whose
proportionate interest in the Fund has been increased as a result of
the tender.
11. DOCUMENTS IN PROPER FORM. All questions as to validity, form,
eligibility (including time of receipt) and acceptance of tenders of
Shares will be determined by the Fund, in its sole discretion, which
determination shall be final and binding. The Fund reserves the
absolute right to reject any or all tenders of Shares determined not to
be in proper form or to refuse to accept for payment, purchase or pay
for any Shares if, in the opinion of the Fund's counsel, accepting,
purchasing or paying for such Shares would be unlawful. The Fund also
reserves the absolute right to waive any of the conditions of the Offer
or any defect in any tender of Shares whether generally or with respect
to any particular Share(s) or shareholder(s). The Fund's
interpretations of the terms and conditions of the Offer shall be final
and binding. Unless waived, any defects or irregularities in connection
with tenders of Shares must be cured within such times as the Fund
shall determine. Tenders of Shares will not be deemed to have been made
until the defects or irregularities have been cured or waived.
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Neither the Fund, Scudder Kemper Investments, Inc. (the Fund's investment
adviser), Kemper Distributors, Inc. (the Fund's distributor), nor any other
person is or will be obligated to give notice of any defects or irregularities
in tenders, nor shall any of them incur any liability for failure to give any
such notice.
* * *
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Neither the Fund nor its Board of Trustees, Scudder Kemper Investments, Inc. or
Kemper Distributors, Inc. makes any recommendation to any shareholder as to
whether to tender or refrain from tendering Shares. Each shareholder must make
an independent decision whether to tender Shares and, if so, how many Shares to
tender.
No person has been authorized to make any recommendation on behalf of the Fund
as to whether shareholders should tender Shares pursuant to this Offer. No
person has been authorized to give any information or to make any
representations in connection with the Offer other than those contained herein
or in the Fund's prospectus or statement of additional information. If given or
made, such recommendation and such information and representation must not be
relied upon as having been authorized by the Fund.
For per Share net asset value and other information, or for a copy of the Fund's
prospectus, call Kemper Funds at (800) 621-1048, or contact your financial
adviser.
Date: April 14, 2000
5
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Kemper Floating Rate Fund
Repurchase Request Form
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For assistance Return completed form or reproduction thereof to:
in completing this form, Kemper Funds
call Shareholder Services Attention: Redemption Department
at (800) 621-1048 P.O. Box 219557
Kansas City, MO 64121-9557
This form must be properly completed and received
by the Fund by 3:00 p.m. Central time on the
Repurchase Request Deadline. (All capitalized
terms have the meaning given to them in the
accompanying Repurchase Offer Statement.)
Certain shareholders may submit a Repurchase
Request by telephone by calling (800) 621-1048
by the 3:00 p.m. Central time deadline, provided
certain conditions are met including the
requirement that the repurchase proceeds are
$50,000 or less and are payable to the shareholder
of record at the address of record (see the last
page of this form for additional information).
Individual Retirement Account (IRAs) and holders
of certificated shares may not submit a
Repurchase Request by telephone.
<TABLE>
<CAPTION>
1. Authorization To Redeem Shares (Please Print)
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<S> <C>
To sell shares of Kemper Please accept this tender of the Class B shares
Floating Rate Fund this designated below for repurchase at a price equal
quarter, this form must be to their net asset value per share (NAV) on
properly completed and the established redemption date, net of any
received by the Fund no applicable early withdrawal charge.
later than 3:00 P.M.
Central time on the date -----------------------------------------------------------------------
specified on your NAME OF REGISTERED SHAREHOLDER(S) (please fill in EXACTLY as registered)
repurchase notification.
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NAME OF REGISTERED SHAREHOLDER
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NAME OF REGISTERED SHAREHOLDER
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Account Number
( )
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Daytime Telephone
SHARES TENDERED: (PLEASE CHECK ONE)
Indicate share class /___/ Class A /___/ Class B /___/ Class C
/___/ Partial Tender -- Please tender _______________ shares from my account.
/___/ Full Amount -- Please tender all my shares, both certified and uncertified, from my account.
/___/ Dollar Amount -- Please tender enough shares so net $ __________, after any early
withdrawal charges.
PLEASE NOTE: If you are tendering shares represented by certificates, you must
include the certificates with this request and list them below. Any certificates which
are not delivered will be excluded from the shares tendered.
------------------------ --------------- ----------------
Certificate Number(s) Issue Date Number Of Shares
</TABLE>
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Kemper Floating Rate Fund
Repurchase Request Form
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2. IRA Distributions
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Federal Income Tax Withholding (please check appropriate line)*
/___/ I do not want federal income tax withheld from any distribution.
/___/ Withhold ______% of my distribution for federal income tax.
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Date Of Birth
*If no line is checked, no tax will be withheld. If the amount withheld
and your estimated tax payments are insufficient, you may be subject to
certain IRS penalties.
Early Withdrawal Charge Waiver
If any of the following early withdrawal charge waiver categories applies,
please check the appropriate line:
/___/ total disability (as evidenced by a determination by the federal Social
Security Administration (please attach copy of determination)) of the
shareholder (including a registered joint owner) occurring after the
purchase of the Shares being repurchased;
/___/ death of the shareholder (including a registered joint owner) (please
attach a copy of the death certificate);
/___/ repurchases in a calendar year that do not exceed 10% of the net asset
value of a shareholder's account, provided the shareholder participates
in the Fund's dividend reinvestment program;
/___/ repurchases made pursuant to any IRA systematic withdrawal based on the
shareholder's life expectancy including, but not limited to,
substantially equal periodic payments described in Internal Revenue
Code of 1986 (the "Code") Section 72(t)(2)(A)(iv) prior to age 59 1/2;
/___/ repurchases to satisfy required minimum distributions after age 70 1/2
from an IRA account (with the maximum amount subject to this waiver
being based only upon the shareholder's Kemper IRA accounts);
/___/ repurchases of shares held by a shareholder whose broker or other
financial service provider has waived receipt of its commission on the
sale of the shares repurchased;
With respect to repurchases of shares held by employer sponsored employee
benefit plans maintained on the subaccount recordkeeping system made available
by Kemper Service Company (the "Shareholder Service Agent") or its affiliate:
/___/ repurchases to satisfy participant loan advances (note that loan
repayments constitute new purchases for purposes of the early
withdrawal charge);
/___/ repurchases in connection with retirement distributions (limited at any
one time to 10% of the total value of plan assets invested in the
Fund);
/___/ repurchases in connection with distributions qualifying under the
hardship provisions of the Code;
/___/ repurchases representing returns of excess contributions to such plans.
<PAGE>
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Kemper Floating Rate Fund
Repurchase Request Form
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3. Exchange
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Please check the line below if you wish to effect a share exchange:
/___/ Exchange
Please exchange the shares tendered above for shares
of___________________________________________ (name of fund) under
terms and conditions as set forth in the currently effective prospectus
for Kemper Floating Rate Fund under the heading "Special Features: --
Exchanges." (Note: By checking this option, you certify receipt of a
current prospectus for the Fund into which you are exchanging.)
4. Payment And Delivery Instructions
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Please check one:
/___/ The check will be issued in the name of the registered shareholder(s)
and mailed to the address of record. If alternate payment and delivery
is required, please provide instructions here. A signature guarantee is
required if the repurchase check is to be made payable to a special
payee and/or sent to an address other than the address of record. See
below.
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Alternate Instructions
/___/ If you want your proceeds wired to a bank account, please provide the
following information:
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Bank Account Number
If this option was not designated on your account application, a
signature guarantee will be required. There is a $1,000 wire repurchase
minimum.
5. Certification And Signature
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Please sign below and note the following important points:
o Your Signature(s) below MUST CORRESPOND EXACTLY with the name(s) in
which the shares are registered.
o If the shares are held of record by two or more joint holders, all must
sign.
o If the shares are in a non-Kemper IRA account, an authorized official
of the Custodian of the IRA account must sign.
o If the signer of the document is a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person
acting in a fiduciary or representative capacity, they must so indicate
when signing, and submit proper evidence satisfactory to the Fund of
their authority to so act.
o If the shares are held in an individual or employee-sponsored
retirement plan, plan distribution requirements may not be met due to
the Fund's restrictions on repurchase offers, potentially resulting in
additional taxes and penalties for which the undersigned assumes full
responsibility.
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Kemper Floating Rate Fund
Repurchase Request Form
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A Signature Guarantee Is Required:
o if the repurchase check is to be made payable to a special payee and/or
sent to an address different from the address of record;
o if the repurchase proceeds exceed $50,000;
o if the address of record was changed within the last 30 days; or
o if you are signing on behalf of an institutional account other than a
custodian, executor, trustee or guardian who is named in the account
registration.
A signature guarantee must be supplied by a commercial bank, trust company,
savings and loan association, federal savings bank, member of a national
securities exchange, or other eligible financial institution.
If no signature guarantee is required for your request and you are not tendering
certificated shares held in an independent retirement account (IRA), you may
also submit your request by telephone by calling (800) 621-1048.
If you are tendering shares held in an individual retirement account ("IRA"), by
signing below you certify that your distribution may be subject to federal
income tax and, if you are neither permanently disabled, nor at least age 59 1/2
at the time of your distribution, such distribution may be subject to a penalty
equal to 10% of your distribution in addition to regular income tax. For
purposes of determining the taxable portion of your distribution, all IRAs held
by you shall be treated as one IRA, and all IRA distributions received by you
shall in a single year shall be treated as one distribution.
Signature Guaranteed By Affix Signature Guarantee Stamp
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Signature(s) Of Owner(s) Exactly As Registered
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Signature(s) Of Owner(s) Exactly As Registered
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Signature(s) Of Owner(s) Exactly As Registered
Principal Underwriter
Kemper Distributors, Inc.
222 South Riverside Plaza Chicago, IL 60606-5808
www.kemper.com E-mail [email protected]
Tel (800) 621-1048
[KEMPER LOGO] KEMPER FUNDS
Long-term investing in a short-term world(SM)
