Filed electronically with the Securities and Exchange Commission
on December 29, 1999.
File No. 2-57937
File No. 811-2719
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 /___/
Pre-Effective Amendment No. /___/
Post-Effective Amendment No. 30 / X /
----
And
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /___/
Amendment No. 30 / X /
----
KEMPER U.S. GOVERNMENT SECURITIES FUND
--------------------------------------
(Exact Name of Registrant as Specified in Charter)
222 South Riverside Plaza, Chicago, Illinois 60606
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (312) 537-7000
Philip J. Collora, Vice President and Secretary
-----------------------------------------------
Kemper U.S. Government Securities Fund
--------------------------------------
222 South Riverside Plaza
-------------------------
Chicago, Illinois 60606
-----------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
<TABLE>
<S> <C>
/___/ Immediately upon filing pursuant to paragraph (b) /___/ On ( date ) pursuant to paragraph (a) (1)
/___/ days after filing pursuant to paragraph (a) (2) /___/ On January 1, 2000 pursuant to paragraph (b)
/ X / On December 30, 1999 pursuant to paragraph (a) (3) /___/ On ________ pursuant to paragraph (a) (3) of Rule 485.
/ X / If Appropriate, check the following box:
</TABLE>
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
KEMPER INCOME FUNDS
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund*
Kemper Strategic Income Fund**
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
SUPPLEMENT TO PROSPECTUS
DATED JANUARY 1, 2000
------------------------
CLASS I SHARES
------------------------
* On February 5, 1999, Kemper Short-Intermediate Government Fund was
reorganized into Kemper Adjustable Rate U.S. Government Fund. Kemper
Adjustable Rate U.S. Government Fund was then renamed Kemper Short-Term
U.S. Government Fund, and its objective and policies were changed
accordingly.
** Formerly Kemper Diversified Income Fund
The above funds currently offer four classes of shares to provide investors with
different purchasing options. These are Class A, Class B and Class C shares,
which are described in the funds' prospectus, and Class I shares, which are
described in the prospectus as supplemented hereby. When placing purchase
orders, investors must specify whether the order is for Class A, Class B, Class
C or Class I shares.
Class I shares are available for purchase exclusively by the following
categories of institutional investors: (1) tax-exempt retirement plans (Profit
Sharing, 401(k), Money Purchase Pension and Defined Benefit Plans) of Scudder
Kemper Investments, Inc. ("Scudder Kemper") and its affiliates and rollover
accounts from those plans; (2) the following investment advisory clients of
Scudder Kemper and its investment advisory affiliates that invest at least $1
million in a Fund: unaffiliated benefit plans, such as qualified retirement
plans (other than individual retirement accounts and self-directed retirement
plans); unaffiliated banks and insurance companies purchasing for their own
accounts; and endowment funds of unaffiliated non-profit organizations; (3)
investment-only accounts for large qualified plans, with at least $50 million in
total plan assets or at least 1000 participants; (4) trust and fiduciary
accounts of trust companies and bank trust departments providing fee-based
advisory services that invest at least $1 million in a Fund on behalf of each
trust; (5) policy holders under Zurich-American Insurance Group's collateral
investment program investing at least $200,000 in a Fund; and (6) investment
companies managed by Scudder Kemper that invest primarily in other investment
companies.
<PAGE>
Class I shares currently are available for purchase only from Kemper
Distributors, Inc. ("KDI"), principal underwriter for the Funds, and, in the
case of category 4 above, selected dealers authorized by KDI. Share certificates
are not available for Class I shares.
The following information supplements the indicated sections of the prospectus.
PERFORMANCE
The following table shows how the funds Class I Shares' returns over different
periods average out. For context, the table has a broad-based market index
(which, unlike the fund, have no fees or expenses). All figures in this section
assume reinvestment of dividends and distributions. As always, past performance
is no guarantee of future results.
Average Annual Total Returns -- Class I shares
For periods ended Inception of
December 31, 1998 One Year Life of Class Class
- ----------------- -------- ------------- -----
Kemper High Yield Fund 1.59% 11.10% 12/29/94
Salomon Brothers Long-Term
High Yield Bond Index* 9.23% 15.74%** --
- --------------
* The Salomon Brothers Long-Term High Yield Bond Index is on a total return
basis and is comprised of high yield bonds with a par value of $50 million
or higher and a remaining maturity of ten years or longer rated BB+ or lower
by Standard & Poor's Corporation or Ba1 or lower by Moody's Investors
Service, Inc.
** For the period of 12/31/94 through 12/31/98.
For periods ended Inception of
December 31, 1998 One Year Life of Class Class
- ----------------- -------- ------------- -----
Kemper Income And Capital
Preservation Fund 8.16% 7.80% 7/3/95
Lehman Brothers Aggregate
Bond Index* 8.69% 8.09%** --
- --------------
* The Lehman Brothers Aggregate Bond Index is an unmanaged index generally
representative of intermediate-term government bonds, investment grade
corporate debt securities, and mortgage backed securities.
** For the period of 6/30/95 through 12/31/98.
2
<PAGE>
For periods ended Inception of
December 31, 1998 One Year Life of Class Class
- ----------------- -------- ------------- -----
Kemper U.S. Government 7.26% 7.39% 7/3/95
Securities Fund
Salomon Brothers 6.82% 7.85%** --
30-Year GNMA Index*
- --------------
* The Salomon Brothers 30-Year GNMA Index is unmanaged, is on a total-return
basis with all dividends reinvested and is comprised of GNMA 30-year pass
throughs of single family and graduated payment mortgages. In order for a
GNMA coupon to be included in the index, it must have at least $200 million
of outstanding coupon product.
** For the period of 6/30/95 through 12/31/98.
3
<PAGE>
HOW MUCH INVESTORS PAY
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
Shareholder fees: Fees paid directly from your investment.
Maximum
Sales Maximum Maximum
Charge Deferred Sales
(Load) Sales Charge
Imposed on Charge (Load)
Purchases (Load) Imposed on
(as a % of (as a % of Reinvested
offering redemption Dividends/ Redemption Exchange
price) proceeds) Distributions Fee Fee
------ --------- ------------- --- ---
Kemper High
Yield Fund None None None None None
Kemper High
Yield Fund II None None None None None
Kemper High
Yield
Opportunity Fund None None None None None
Kemper Income
And Capital
Preservation
Fund None None None None None
Kemper
Short-Term U.S.
Government Fund None None None None None
Kemper
Strategic
Income Fund None None None None None
Kemper U.S.
Government
Securities Fund None None None None None
Kemper U.S.
Mortgage Fund None None None None None
4
<PAGE>
Annual fund operating expenses: Expenses that are deducted from fund assets.
Total Annual
Fund
Management Distribution Other Operating
Fee (12b-1) Fees Expenses* Expenses*
--- ------------ --------- ---------
Kemper High
Yield Fund 0.52% None 0.10% 0.62%
Kemper High
Yield Fund II 0.65% None 0.40% 1.05%
Kemper High Yield
Opportunity Fund 0.65% None 0.61% 1.26%
Kemper Income And
Capital
Preservation Fund 0.54% None 0.17% 0.71%
Kemper Short-Term
U.S. Government Fund 0.54% None 0.26% 0.80%
Kemper Strategic
Income Fund 0.56% None 0.19% 0.75%
Kemper U.S.
Government
Securities Fund 0.42% None 0.17% 0.59%
Kemper U.S.
Mortgage Fund 0.51% None 0.18% 0.69%
- --------------
* Estimated for Kemper Short-Term U.S. Government Fund, Kemper Strategic
Income Fund, Kemper High Yield Opportunity Fund, Kemper High Yield Fund II
and Kemper U.S. Mortgage Fund since no Class I shares were issued as of the
respective fiscal year ends.
5
<PAGE>
Example
This example is to help you compare the cost of investing in a fund with the
cost of investing in other mutual funds.
This example illustrates the impact of the above fees and expenses on an account
with an initial investment of $10,000, based on the expenses shown above. It
assumes a 5% annual return, the reinvestment of all dividends and distributions
and "annual fund operating expenses" remaining the same each year. The example
is hypothetical: actual fund expenses and return vary from year to year, and may
be higher or lower than those shown.
Fees and expenses if you sold shares after:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Kemper High Yield Fund $64 $199 $346 $774
Kemper High Yield Fund II $107 $334 $579 $1,283
Kemper High Yield
Opportunity Fund $128 $400 $692 $1,523
Kemper Income And Capital
Preservation Fund $73 $227 $395 $883
Kemper Short-Term
U.S. Government Fund $82 $255 $444 $990
Kemper Strategic
Income Fund $77 $240 $417 $930
Kemper U.S. Government
Securities Fund $60 $189 $329 $738
Kemper U.S.
Mortgage Fund $70 $221 $384 $859
6
<PAGE>
FINANCIAL HIGHLIGHTS
No financial information is presented for Class I shares of Kemper Short-Term
U.S. Government Fund, Kemper Strategic Income Fund, Kemper High Yield
Opportunity Fund, Kemper High Yield Fund II and Kemper U.S. Mortgage Fund, since
no Class I shares were issued as of the respective fiscal year ends of the
funds.
Kemper High Yield Fund
December
29, 1994 to
September
Year ended September 30, 30,
CLASS I 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------
Per share operating performance
Net asset value,
beginning of period $7.68 8.50 8.23 8.01 7.55
- ----------------------------------------------------------------------------
Income from investment
operations:
Net investment income .82 .76 .78 .78 .66
- ----------------------------------------------------------------------------
Net realized and
unrealized gain (loss) (.48) (.78) .31 .23 .39
- ----------------------------------------------------------------------------
Total from investment
operations .34 (.02) 1.09 1.01 1.05
- ----------------------------------------------------------------------------
Less distribution
from net investment income .80 .80 .82 .79 .59
- ----------------------------------------------------------------------------
Net asset value, end
of period $7.22 7.68 8.50 8.23 8.01
- ----------------------------------------------------------------------------
Total return
(not annualized) 4.36% (.66) 13.96 13.32 14.37
- ----------------------------------------------------------------------------
Ratios to average net assets (annualized)
Expenses .62% .60 .62 .61 .61
- ----------------------------------------------------------------------------
Net investment income 10.49% 9.38 9.44 9.72 10.70
- ----------------------------------------------------------------------------
Year ended September 30,
1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------
Supplemental data for all classes
Net assets at end
of year (in
thousands) $4,281,395 4,784,262 4,939,302 4,096,939 3,527,954
- ----------------------------------------------------------------------------
Portfolio turnover
rate 67% 92 91 102 99
- ----------------------------------------------------------------------------
Note: Total return does not reflect the effect of any sales charges. Per share
data was determined based on average shares outstanding during the year ended
September 30, 1999 and September 30, 1998.
7
<PAGE>
Kemper Income And Capital Preservation Fund
July 3
to
October
Year ended October 31, 31,
CLASS I 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------
Per share operating performance
Net asset value, beginning
of period $8.67 8.53 8.45 8.61 8.52
- ----------------------------------------------------------------------------
Income from investment
operations:
Net investment income .53 .56 .59 .60 .19
- ----------------------------------------------------------------------------
Net realized and
unrealized gain (loss) (.63) .15 .08 (.15) .12
- ----------------------------------------------------------------------------
Total from investment
operations (.10) .71 .67 .45 .31
- ----------------------------------------------------------------------------
Less distribution from net
investment income .52 .57 .59 .61 .22
- ----------------------------------------------------------------------------
Net asset value, end of
period $8.05 8.67 8.53 8.45 8.61
- ----------------------------------------------------------------------------
Total return
(not annualized) (1.23)% 8.62 8.26 5.45 3.65
- ----------------------------------------------------------------------------
Ratios to average net assets (annualized)
Expenses, before expense
reductions .71% .66 .70 .72 .62
- ----------------------------------------------------------------------------
Expenses, after expense
reductions .71% .66 .70 .72 .62
- ----------------------------------------------------------------------------
Net investment income 6.41% 6.52 7.02 7.14 6.87
- ----------------------------------------------------------------------------
Year ended October 31,
1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------
Supplemental data for all classes
Net assets at end
of year
(in thousands) $496,191 694,057 613,470 572,998 649,427
- ----------------------------------------------------------------------------
Portfolio turnover
rate 108% 121 164 74 182
- ----------------------------------------------------------------------------
Note: Total return does not reflect the effect of any sales charges.
8
<PAGE>
Kemper U.S. Government Securities Fund
July 3
to
October
Year ended October 31, 31,
CLASS I 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------
Per share operating performance
Net asset value, beginning
of period $8.85 8.81 8.74 8.92 8.88
- ----------------------------------------------------------------------------
Income from investment
operations:
Net investment income .55 .59 .66 .64 .22
- ----------------------------------------------------------------------------
Net realized and
unrealized gain (loss) (.40) .07 .06 (.17) .04
- ----------------------------------------------------------------------------
Total from investment
operations .15 .66 .72 .47 .26
- ----------------------------------------------------------------------------
Less distribution from net
investment income .62 .62 .65 .65 .22
- ----------------------------------------------------------------------------
Net asset value, end of
period $8.38 8.85 8.81 8.74 8.92
- ----------------------------------------------------------------------------
Total return (not annualized) 1.81% 7.75 8.60 5.56 3.02
- ----------------------------------------------------------------------------
Ratios to average net assets (annualized)
Expenses, before expense
reductions .60% .57 .60 .59 .53
- ----------------------------------------------------------------------------
Expenses, after expense
reductions .59% .57 .60 .59 .53
- ----------------------------------------------------------------------------
Net investment income 6.47% 6.73 7.52 7.35 7.07
- ----------------------------------------------------------------------------
Year ended October 31,
1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------
Supplemental data for all classes
Net assets at end of
year (in thousands) $2,982,945 3,442,212 3,642,027 4,163,157 4,738,415
- ----------------------------------------------------------------------------
Portfolio turnover
rate 177% 150 261 391 362
- ----------------------------------------------------------------------------
Note: Total return does not reflect the effect of any sales charges. Per share
data were determined based on average shares outstanding during the year ended
October 31, 1998.
9
<PAGE>
SPECIAL FEATURES
Shareholders of a Fund's Class I shares may exchange their shares for (i) shares
of Zurich Money Funds -- Zurich Money Market Fund if the shareholders of Class I
shares have purchased shares because they are participants in tax-exempt
retirement plans of Scudder Kemper and its affiliates and (ii) Class I shares of
any other "Kemper Mutual Fund" listed in the prospectus. Conversely,
shareholders of Zurich Money Funds -- Zurich Money Market Fund who have
purchased shares because they are participants in tax-exempt retirement plans of
Scudder Kemper and its affiliates may exchange their shares for Class I shares
of "Kemper Mutual Funds" to the extent that they are available through their
plan. Exchanges will be made at the relative net asset values of the shares.
Exchanges are subject to the limitations set forth in the prospectus.
As a result of the relatively lower expenses for Class I Shares, the level of
income dividends per share (as a percentage of net asset value) and, therefore,
the overall investment return, typically will be higher for Class I shares than
for Class A, Class B and Class C shares.
10
<PAGE>
January 1, 2000
<PAGE>
LONG-TERM
INVESTING
IN A
SHORT-TERM
WORLD(SM)
Prospectus
January 1, 2000
KEMPER INCOME FUNDS
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income And Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper U.S. Government Securities Fund
Kemper Strategic Income Fund
Kemper U.S. Mortgage Fund
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
[LOGO] KEMPER FUNDS
<PAGE>
<TABLE>
<CAPTION>
HOW THE INVESTING IN
FUNDS WORK THE FUNDS
<S> <C> <C>
2 Kemper High Yield 32 Kemper U.S. Government 68 Choosing A
Fund Securities Fund Share Class
8 Kemper High Yield 38 Kemper Strategic 74 How To Buy Shares
Fund II Income Fund
75 How To Exchange Or
14 Kemper High Yield 44 Kemper U.S. Sell Shares
Opportunity Fund Mortgage Fund
76 Policies You Should
20 Kemper Income And 50 Other Policies And Risks Know About
Capital Preservation
Fund 52 Financial Highlights 82 Understanding
Distributions And
26 Kemper Short-Term Taxes
U.S. Government Fund
</TABLE>
<PAGE>
How The Funds Work
These funds invest mainly in bonds and other types of debt securities.
Taken as a group, they represent a spectrum of approaches to investing for
income, from a conservative approach that emphasizes preservation of capital to
a more aggressive (and more risky) approach that focuses on higher income and
total return. Each fund has its own objective.
Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, so be aware that you could lose money.
<PAGE>
TICKER SYMBOLS CLASS: A) KHYAX B) KHYBX C) KHYCX
Kemper
High Yield Fund
FUND GOAL The fund seeks the highest level of current income obtainable
from a diversified portfolio of fixed income securities which the fund's
investment manager considers consistent with reasonable risk. As a secondary
objective, the fund will seek capital gain where consistent with its primary
objective.
2 - Kemper High Yield Fund
<PAGE>
The Fund's Main Strategy
The fund invests mainly in lower rated, higher yielding corporate bonds, often
called junk bonds. Generally, most are from U.S. issuers, but up to 25% of total
assets could be in bonds from foreign issuers.
In deciding which securities to buy and sell to achieve income and capital
appreciation, the portfolio managers analyze securities to determine which
appear to offer reasonable risk compared to their potential return. To do this,
they rely on extensive independent analysis, favoring the bonds of companies
whose credit is gaining strength or whom they believe are unlikely to default.
Based on their analysis of economic and market trends, the managers may favor
bonds from different segments of the economy at different times, while still
maintaining variety in terms of the types of bonds, companies and industries
represented. For example, the managers typically favor subordinated debt (which
has higher risks and may pay higher returns), but may emphasize senior debt if
they expect an economic slowdown.
The managers may adjust the duration (a measure of sensitivity to interest rate
movements) of the fund's portfolio, depending on their outlook for interest
rates.
[ICON]--------------------------------------------------------------------------
CREDIT QUALITY POLICIES
This fund normally invests at least 65% of total assets in junk bonds, which are
those below the fourth credit grade (i.e., grade BB/Ba and below). Compared to
investment-grade bonds, junk bonds may pay higher yields and have higher
volatility and higher risk of default on payments.
3 - Kemper High Yield Fund
<PAGE>
The Main Risks Of Investing In The Fund
There are several risk factors that could reduce the yield you get from the
fund, cause you to lose money or make the fund perform less well than other
investments.
For this fund, one of the main factors is the economy. Because the companies
that issue high yield bonds may be in uncertain financial health, the prices of
their bonds can be more vulnerable to bad economic news or even the expectation
of bad news, than investment-grade bonds. This may affect a company, an industry
or the high yield market as a whole. In some cases, bonds may decline in credit
quality or go into default. This risk is higher with foreign bonds.
Another factor is market interest rates. A rise in interest rates generally
means a fall in bond prices -- and, in turn, a fall in the value of your
investment. An increase in the portfolio's duration could make the fund more
sensitive to this risk.
Because the economy has a strong impact on corporate bond performance, the fund
will tend to perform less well than other types of bond funds when the economy
is weak. To the extent that the fund emphasizes bonds from any given industry,
it could be hurt if that industry does not do well.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of economic trends, issuers,
industries or other matters
o some bonds could be paid off earlier than expected, which could hurt the
fund's performance
o currency fluctuations could cause foreign investments to lose value
o at times, it could be hard to value some investments or to get an
attractive price for them
THE ORIGINAL DOCUMENT CONTAINS THE FOLLOWING SIDEBAR INFORMATION NEXT TO THE
PRECEDING PARAGRAPHS:
- --------------------------------------------------------------------------------
Investors who seek high current income and can accept risk of loss of principal
may be interested in this fund.
- --------------------------------------------------------------------------------
4 - Kemper High Yield Fund
<PAGE>
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
- -------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
- -------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
-1.14 -12.98 46.84 17.08 20.29 -1.72 17.46 13.49 11.51 1.28
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
Best quarter: 23.41%, Q1 1991 YTD return as of 9/30/1999: 0.27%
Worst quarter: -11.77%, Q3 1990
- --------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1998)
- --------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 1/26/78
12/31/97 12/31/93 Life of 12/31/88 Life of
1 Year 5 Years Class B/C 10 Years Class A
- --------------------------------------------------------------------------------
Class A -3.31% 7.17% -- 9.66% 1.23%
- --------------------------------------------------------------------------------
Class B -2.36 -- 8.16% -- --
- --------------------------------------------------------------------------------
Class C 0.45 -- 8.58 -- --
- --------------------------------------------------------------------------------
Index 9.23 11.54 14.00 12.33 N/A*
- --------------------------------------------------------------------------------
Index: Salomon Brothers Long-Term High Yield Bond Index, which measures the
total return of high yield bonds with a par value of $50 million or higher and a
remaining maturity of ten years or longer.
- --------------------------------------------------------------------------------
* The Index was not in existence on the Class A Shares' inception date.
The table includes the effect of maximum sales loads.
5 - Kemper High Yield Fund
<PAGE>
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
- --------------------------------------------------------------------------------
Fee Table Class A Class B Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price 4.50% None None
- --------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceds) None* 4.00% 1.00%
- --------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- --------------------------------------------------------------------------------
Management Fee 0.52% 0.52% 0.52%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
- --------------------------------------------------------------------------------
Other Expenses** 0.45 0.53 0.48
- --------------------------------------------------------------------------------
Total Annual Operating Expenses 0.97 1.80 1.75
- --------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About-- Policies
about transactions") may be subject to a contingent deferred sales charge
of 1.00% if redeemed within one year of purchase and 0.50% if redeemed
during the second year following purchase.
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and
blue sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
- --------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $545 $745 $962 $1,586
- --------------------------------------------------------------------------------
Class B shares 583 866 1,175 1,697
- --------------------------------------------------------------------------------
Class C shares 278 551 949 2,062
- --------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $545 $745 $962 $1,586
- --------------------------------------------------------------------------------
Class B shares 183 566 975 1,697
- --------------------------------------------------------------------------------
Class C shares 178 551 949 2,062
- --------------------------------------------------------------------------------
6 - Kemper High Yield Fund
<PAGE>
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was 0.52% of its average daily net assets.
[ICON]--------------------------------------------------------------------------
FUND MANAGERS
Below are the people who handle the fund's day-to-day management:
Harry E. Resis, Jr. Daniel J. Doyle
Lead Portfolio Manager o Began investment career
o Began investment career in 1984
in 1968 o Joined the advisor in
o Joined the advisor in 1986
1988 o Joined the fund team in
o Joined the fund team in 1999
1992
Michael A. McNamara
o Began investment career
in 1972
o Joined the advisor in
1972
o Joined the fund team in
1990
THE ORIGINAL DOCUMENT CONTAINS THE FOLLOWING SIDEBAR INFORMATION NEXT TO THE
PRECEDING PARAGRAPHS:
- --------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
- --------------------------------------------------------------------------------
7 - Kemper High Yield Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KHIAX B) KHIBX C) KHICX
Kemper
High Yield Fund II
FUND GOAL The fund seeks the highest level of current income obtainable from a
professionally managed, diversified portfolio of fixed income securities that
the fund's investment manager considers consistent with reasonable risk. As a
secondary objective, the fund will seek capital gain where consistent with its
primary objective.
8 - Kemper High Yield Fund II
<PAGE>
The Fund's Main Strategy
The fund invests mainly in lower rated, higher yielding corporate bonds, often
called junk bonds. Generally, most are from U.S. issuers, but up to 25% of total
assets could be in bonds from foreign issuers.
In deciding which securities to buy and sell to achieve income and capital
appreciation, the portfolio managers analyze securities to determine which
appear to offer reasonable risk compared to their potential return. To do this,
they rely on extensive independent analysis, favoring the bonds of companies
whose credit is gaining strength or whom they believe are unlikely to default.
Based on their analysis of economic and market trends, the managers may favor
bonds from different segments of the economy at different times, while still
maintaining variety in terms of the types of bonds, companies and industries
represented. For example, the managers typically favor subordinated debt (which
has higher risks and may pay higher returns), but may emphasize senior debt if
they expect an economic slowdown.
The managers may adjust the duration (a measure of sensitivity to interest rate
movements) of the fund's portfolio, depending on their outlook for interest
rates.
[ICON]--------------------------------------------------------------------------
CREDUT QUALITY POLICIES
This fund normally invests at least 65% of its total assets in junk bonds, which
are those below the fourth credit grade (i.e., grade BB/Ba and below). Compared
to investment-grade bonds, junk bonds may pay higher yields and have higher
volatility and higher risk of default on payments.
9 - Kemper High Yield Fund II
<PAGE>
The Main Risks Of Investing In The Fund
There are several risk factors that could reduce the yield you get from the
fund, cause you to lose money or make the fund perform less well than other
investments.
For this fund, one of the main factors is the economy. Because the companies
that issue high yield bonds may be in uncertain financial health, the prices of
their bonds can be more vulnerable to bad economic news or even the expectation
of bad news, than investment-grade bonds. This may affect a company, an industry
or the high yield market as a whole. In some cases, bonds may decline in credit
quality or go into default. This risk is higher with foreign bonds.
Another factor is market interest rates. A rise in interest rates generally
means a fall in bond prices -- and, in turn, a fall in the value of your
investment. An increase in the portfolio's duration could make the fund more
sensitive to this risk.
Because the economy has a strong impact on corporate bond performance, the fund
will tend to perform less well than other types of bond funds when the economy
is weak. To the extent that the fund emphasizes bonds from any given industry,
it could be hurt if that industry does not do well.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of economic trends, issuers,
industries or other matters
o some bonds could be paid off earlier than expected, which could hurt the
fund's performance
o currency fluctuations could cause foreign investments to lose value
o at times, it could be hard to value some investments or to get an
attractive price for them
THE ORIGINAL DOCUMENT CONTAINS THE FOLLOWING SIDEBAR INFORMATION NEXT TO THE
PRECEDING PARAGRAPHS:
- --------------------------------------------------------------------------------
Investors who seek high current income and can accept risk of loss of principal
may be interested in this fund.
- --------------------------------------------------------------------------------
10 - Kemper High Yield Fund II
<PAGE>
Performance
Because this is a new fund, it did not have a full calendar year of performance
to report as of the date of this prospectus.
11 - Kemper High Yield Fund II
<PAGE>
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
- --------------------------------------------------------------------------------
Fee Table Class A Class B Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price 4.50% None None
- --------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceds) None* 4.00% 1.00%
- --------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- --------------------------------------------------------------------------------
Management Fee 0.65% 0.65% 0.65%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
- --------------------------------------------------------------------------------
Other Expenses** 1.03 0.89 0.94
- --------------------------------------------------------------------------------
Total Annual Operating Expenses 1.68 2.29 2.34
- --------------------------------------------------------------------------------
Expense Reimbursement 0.43 0.29 0.34
- --------------------------------------------------------------------------------
Net Annual Operating Expenses*** 1.25 2.00 2.00
- --------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About-- Policies
about transactions") may be subject to a contingent deferred sales charge
of 1.00% if redeemed within one year of purchase and 0.50% if redeemed
during the second year following purchase.
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and
blue sky fees.
*** By contract, total operating expenses are capped at 1.25%, 2.00% and 2.00%
through 12/31/2000 for Class A, B and C shares, respectively.
Based on the figures above (including one year of capped expenses in each
period), this example is designed to help you compare the expenses of each share
class to those of other funds. The example assumes operating expenses remain the
same and that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.
- --------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $572 $916 $1,283 $2,313
- --------------------------------------------------------------------------------
Class B shares 603 988 1,399 2,310
- --------------------------------------------------------------------------------
Class C shares 303 698 1,220 2,650
- --------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $572 $916 $1,283 $2,313
- --------------------------------------------------------------------------------
Class B shares 203 688 1,199 2,310
- --------------------------------------------------------------------------------
Class C shares 203 698 1,220 2,650
- --------------------------------------------------------------------------------
12 - Kemper High Yield Fund II
<PAGE>
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was 0.00%* of its average daily net assets.
* Reflecting the effect of expense limitations and/or fee waivers then in
effect.
[ICON]--------------------------------------------------------------------------
FUND MANAGERS
Below are the people who handle the fund's day-to-day management:
Harry E. Resis, Jr. Daniel J. Doyle
Lead Portfolio Manager o Began investment career
o Began investment career in 1984
in 1968 o Joined the advisor in
o Joined the advisor in 1986
1988 o Joined the fund team in
o Joined the fund team in 1998
1998
Michael A. McNamara
o Began investment career
in 1972
o Joined the advisor in
1972
o Joined the fund team in
1998
THE ORIGINAL DOCUMENT CONTAINS THE FOLLOWING SIDEBAR INFORMATION NEXT TO THE
PRECEDING PARAGRAPHS:
- --------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
- --------------------------------------------------------------------------------
13 - Kemper High Yield Fund II
<PAGE>
TICKER SYMBOLS CLASS: A) KYOAX B) KYOBX C) KYOCX
Kemper
High Yield
Opportunity Fund
FUND GOAL The fund seeks total return through high current income and
capital appreciation.
14 - Kemper High Yield Opportunity Fund
<PAGE>
The Fund's Main Strategy
The fund invests mainly in lower rated, higher yielding corporate bonds, often
called junk bonds. Generally, most are from U.S. issuers, but up to 25% of total
assets could be in bonds of foreign issuers. To enhance total return, the fund
may invest up to 20% of total assets in common stocks and other equities,
including preferred stocks, convertible securities and real estate investment
trusts (REITs).
In deciding which securities to buy and sell, the portfolio managers rely on
extensive independent analysis, favoring the bonds of companies whose credit is
gaining strength or whom they believe are unlikely to default. The managers also
seek to take advantage of special opportunities by investing in stocks of
high-yield issuers, including initial public offerings of stock (IPOs).
Based on their analysis of economic and market trends, the managers may favor
bonds from different segments of the economy at different times, while still
maintaining variety in terms of the companies and industries represented. For
example, the managers typically favor subordinated debt (which has higher risks
and may pay higher returns), but may emphasize senior debt if the managers
expect an economic slowdown.
The managers may adjust the duration (a measure of sensitivity to interest rate
movements) of the fund's portfolio, depending on their outlook for interest
rates.
[ICON]--------------------------------------------------------------------------
CREDIT QUALITY POLICIES
This fund normally invests primarily in junk bonds, which are those below the
fourth credit grade (i.e., grade BB/Ba and below). Compared to investment-grade
bonds, junk bonds may pay higher yields and have higher volatility and higher
risk of default on payments.
15 - Kemper High Yield Opportunity Fund
<PAGE>
The Main Risks Of Investing In The Fund
There are several risk factors that could reduce the yield you get from the
fund, cause you to lose money or make the fund perform less well than other
investments.
For this fund, one of the main factors is the economy. Because the companies
that issue high yield bonds may be in uncertain financial health, the prices of
their bonds (and stocks) can be more vulnerable to bad economic news, or even
the expectation of bad news, than investment-grade bonds. This may affect a
company, an industry or the high yield market as a whole. In some cases, bonds
may decline in credit quality or go into default. This risk is higher with
foreign bonds.
Another factor is market interest rates. A rise in interest rates generally
means a fall in bond prices -- and, in turn, a fall in the value of your
investment. An increase in the portfolio's duration could make the fund more
sensitive to this risk.
Because the economy affects corporate bond performance, the fund will tend to
perform less well than other types of bond funds when the economy is weak. Also,
to the extent that the fund emphasizes bonds from any given industry, it could
be hurt if that industry does not do well.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of economic trends, issuers,
industries or other matters
o some bonds could be paid off earlier than expected, which could hurt the
fund's performance
o currency fluctuations could cause foreign investments to lose value
o at times, it could be hard to value some investments or to get an
attractive price for them
THE ORIGINAL DOCUMENT CONTAINS THE FOLLOWING SIDEBAR INFORMATION NEXT TO THE
PRECEDING PARAGRAPHS:
- --------------------------------------------------------------------------------
Investors who seek high current income and can accept risk of loss of principal
may be interested in this fund.
- --------------------------------------------------------------------------------
16 - Kemper High Yield Opportunity Fund
<PAGE>
Performance
The bar chart shows the total returns for the fund's first complete calendar
year. The chart doesn't reflect sales loads; if it did, returns would be lower.
The table shows how the fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
- -------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
- -------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA
2.78
1998
Best quarter: 6.06%, Q1 1998 YTD return as of 9/30/1999: -1.14%
Worst quarter: -7.88%, Q3 1998
- --------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1998)
- --------------------------------------------------------------------------------
Since 12/31/97 Since 10/1/97
1 Year Life of Fund
- --------------------------------------------------------------------------------
Class A -1.85% 0.48%
- --------------------------------------------------------------------------------
Class B -0.93 1.19
- --------------------------------------------------------------------------------
Class C 1.89 3.46
- --------------------------------------------------------------------------------
Index 9.23 10.98
- --------------------------------------------------------------------------------
Index: Salomon Brothers Long-Term High Yield Bond Index, which measures the
total return of high yield bonds with a par value of $50 million or higher and a
remaining maturity of ten years or longer.
- --------------------------------------------------------------------------------
The table includes the effect of maximum sales loads.
17 - Kemper High Yield Opportunity Fund
<PAGE>
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
Fee Table Class A Class B Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as % 4.50% None None
of offering price)
- --------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load) None 4.00% 1.00%
(as % of redemption proceeds)
- --------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- --------------------------------------------------------------------------------
Management Fee 0.65% 0.65% 0.65%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
- --------------------------------------------------------------------------------
Other Expenses* 1.19 1.29 1.27
- --------------------------------------------------------------------------------
Total Annual Operating Expenses 1.84 2.69 2.67
- ------------------------------------------------------------------------------
* Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and
blue sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
- --------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $629 $1,003 $1,401 $2,511
- --------------------------------------------------------------------------------
Class B shares 672 1,135 1,625 2,629
- --------------------------------------------------------------------------------
Class C shares 370 829 1,415 3,003
- --------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $629 $1,003 $1,401 $2,511
- --------------------------------------------------------------------------------
Class B shares 272 835 1,425 2,629
- --------------------------------------------------------------------------------
Class C shares 270 829 1,415 3,003
- ------------------------------------------------------------------------------
18 - Kemper High Yield Opportunity Fund
<PAGE>
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was 0.65% of its average daily net assets.
[ICON]--------------------------------------------------------------------------
FUND MANAGERS
Below are the people who handle the fund's day-to-day management:
Harry E. Resis, Jr. Daniel J. Doyle
Lead Portfolio Manager o Began investment career
o Began investment career in 1984
in 1968 o Joined the advisor
o Joined the advisor in 1986
in 1988 o Joined the fund team
o Joined the fund team in 1997
in 1997
Michael A. McNamara
o Began investment career
in 1972
o Joined the advisor in
1972
o Joined the fund team
in 1997
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
- --------------------------------------------------------------------------------
19 - High Yield Opportunity Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KICAX B) KICBX C) KICCX
Kemper
Income And Capital
Preservation Fund
FUND GOAL The fund seeks as high a level of current income as is
consistent with reasonable risk, preservation of capital and ready marketability
of its portfolio by investing primarily in a diversified portfolio of
investment-grade debt securities.
20 - Kemper Income and Capital Preservation Fund
<PAGE>
The Fund's Main Strategy
The fund can buy many types of income-producing securities, among them corporate
bonds, U.S. government and agency bonds and mortgage- and asset-backed
securities. Generally, most are from U.S. issuers, but up to 25% of total assets
could be in bonds from foreign issuers.
In deciding which securities to buy and sell, the portfolio manager uses
independent analysis to look for bonds of companies whose fundamental business
prospects and cash flows are expected to improve. The manager also considers
valuation, preferring those bonds that appear attractively priced in comparison
to similar issues.
Based on the analysis of economic and market trends, the manager may favor bonds
from different segments of the economy at different times, while still
maintaining variety in terms of the companies and industries represented.
Although the manager may adjust the duration (a measure of sensitivity to
interest rate movements) of the fund's portfolio, he generally intends to keep
it between four and six years.
[ICON]--------------------------------------------------------------------------
CREDIT QUALITY POLICIES
This fund normally invests at least 80% of total assets in bonds of the top four
grades of credit quality. The fund could invest up to 20 percent of total assets
in junk bonds (i.e., grade BB/Ba and below). Compared to investment-grade bonds,
junk bonds may pay higher yields and have higher volatility and higher risk of
default on payments of interest or principal.
21 - Kemper Income and Capital Preservation Fund
<PAGE>
The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you get from the fund,
cause you to lose money or make the fund perform less well than other
investments.
As with most bond funds, the most important factor is market interest rates. A
rise in interest rates generally means a fall in bond prices -- and, in turn, a
fall in the value of your investment. Changes in interest rates will also affect
the fund's yield: when rates fall, fund yield tends to fall as well.
Because the economy affects corporate bond performance, the fund will tend to
perform less well than other types of bond funds when the economy is weak. Also,
to the extent that the fund emphasizes bonds from any given industry, it could
be hurt if that industry does not do well.
Other factors that could affect performance include:
o the manager could be wrong in the analysis of economic trends, issuers,
industries or other matters
o a bond could decline in credit quality or go into default; this risk is
greater with lower rated bonds
o some bonds could be paid off earlier than expected, which could hurt the
fund's performance
o currency fluctuations could cause foreign investments to lose value
o at times, it could be hard to value some investments or to get an
attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
This fund may appeal to investors who want exposure to the intermediate-term
corporate bond market through a diversified portfolio that emphasizes capital
preservation.
- --------------------------------------------------------------------------------
22 - Kemper Income and Capital Preservation Fund
<PAGE>
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
- ------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
8.55 6.48 17.91 7.85 11.71 -3.38 21.35 2.02 8.62 7.90
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
Best quarter: 7.41%, Q2 1995 YTD return as of 9/30/1999: -2.68%
Worst quarter: -3.20%, Q1 1994
- --------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1998)
- --------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 4/15/74
12/31/97 12/31/93 Life of 12/31/88 Life of
1 Year 5 Years Class B/C 10 Years Class A
- --------------------------------------------------------------------------------
Class A 3.08% 6.02% -- 8.20% 9.20%
- --------------------------------------------------------------------------------
Class B 3.99 -- 7.72% -- --
- --------------------------------------------------------------------------------
Class C 6.86 -- 7.64 -- --
- --------------------------------------------------------------------------------
Index 8.69 7.27 8.83 9.26 N/A*
- --------------------------------------------------------------------------------
Index: Lehman Brothers Aggregate Bond Index, an unmanaged index generally
representative of intermediate-term government bonds, investment-grade corporate
debt securities and mortgage-backed securities.
- --------------------------------------------------------------------------------
* The Index was not in existence on the Class A Shares' inception date.
The table includes the effect of maximum sales loads.
23 - Kemper Income and Capital Preservation Fund
<PAGE>
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
- --------------------------------------------------------------------------------
Fee Table Class A Class B Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 4.50% None None
- --------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceeds) None* 4.00% 1.00%
- --------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- --------------------------------------------------------------------------------
Management Fee 0.54% 0.54% 0.54%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
- --------------------------------------------------------------------------------
Other Expenses** 0.56 0.67 0.56
- --------------------------------------------------------------------------------
Total Annual Operating Expenses 1.10 1.96 1.85
- --------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge
of 1.00% if redeemed within one year of purchase and 0.50% if redeemed
during the second year following purchase.
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and
blue sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
- --------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $557 $784 $1,029 $1,730
- --------------------------------------------------------------------------------
Class B shares 599 915 1,257 1,857
- --------------------------------------------------------------------------------
Class C shares 288 582 1,001 2,169
- --------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $557 $784 $1,029 $1,730
- --------------------------------------------------------------------------------
Class B shares 199 615 1,057 1,857
- --------------------------------------------------------------------------------
Class C shares 188 582 1,001 2,169
- ------------------------------------------------------------------------------
24 - Kemper Income and Preservation Fund
<PAGE>
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach to asset management. Scudder Kemper's team
is comprised of investment professionals, economists, research analysts, traders
and other investment specialists, located in offices across the United States
and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was 0.54% of its average daily net assets.
[ICON]--------------------------------------------------------------------------
FUND MANAGER
Robert S. Cessine handles the fund's day-to-day management. He began his
investment career in 1982, joined the advisor in 1993 and joined the fund in
1994.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
- --------------------------------------------------------------------------------
25 - Kemper Income and Capital Preservation Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KSGAX B) KSGBX C) KSGCX
Kemper
Short-Term
U.S. Government Fund
FUND GOAL The fund seeks high current income and preservation of capital.
26 - Kemper Short Term U.S. Government Fund
<PAGE>
The Fund's Main Strategy
The fund invests mainly in U.S. government securities with an emphasis on
mortgage-backed securities. Other securities in which the fund may invest
include other mortgage-backed securities such as Ginnie Maes, U.S. Treasuries
and other securities issued by the U.S. government, its agencies or
instrumentalities. The fund may also invest in corporate bonds, including
asset-backed securities.
In deciding which types of government bonds to buy and sell, the portfolio
managers first consider the relative attractiveness of Treasuries compared to
other U.S. government and agency securities and determine allocations for each.
Their decisions are generally based on a number of factors, including interest
rate outlooks and changes in supply and demand within the bond market.
In choosing corporate bonds, the managers use independent analysis to look for
established companies with histories of dependable dividend payments and stable
or growing prices.
Although the managers may adjust the fund's dollar-weighted average maturity
(the effective maturity of the fund's portfolio), they generally intend to keep
it below three years.
[ICON]--------------------------------------------------------------------------
CREDIT QUALITY POLICIES
This fund normally invests at least 65% of total assets in securities issued by
the U.S. Government, its agencies or instrumentalities.
The fund could invest up to 35% of total assets in non-U.S. government
investment-grade bonds, and 10% of total assets in junk bonds (i.e., grade BB/Ba
and below).
27 - Kemper Short-Term U.S. Government Fund
<PAGE>
The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you get from the fund,
cause you to lose money or make the fund perform less well than other
investments.
As with most bond funds, one of the most important factors is market interest
rates. A rise in interest rates generally means a fall in bond prices -- and, in
turn, a fall in the value of your investment. The fund's relatively short
maturity should reduce the effect of this risk, but won't eliminate it. Changes
in interest rates will also affect the fund's yield: when rates fall, fund yield
tends to fall as well.
Some securities issued by U.S. government agencies or instrumentalities are
supported only by the credit of that agency or instrumentality, while other
securities have an additional line of credit with the U.S. Treasury. There is no
guarantee that the U.S. government will provide support to such agencies or
instrumentalities and such securities may involve risk of loss of principal and
interest. The full faith and credit guarantee of the U.S. government doesn't
protect the fund against market-driven declines in the prices or yields of these
securities, nor does it apply to shares of the fund itself.
Mortgage- and asset-backed securities carry additional risks and may be more
volatile than many other types of debt securities. Any unexpected behavior in
interest rates could hurt the performance of these securities. For example, a
large fall in interest rates could cause these securities to be paid off earlier
than expected, forcing the fund to reinvest the money at a lower rate. In
addition, if interest rates rise or stay high, these securities could be paid
off later than expected, forcing the fund to endure low yields. The result for
the fund could be an increase in the volatility of its share price and yield.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of economic trends, issuers,
industries or other matters
o a bond could decline in credit quality or go into default; this risk is
greater with junk and foreign bonds
o at times, it could be hard to value some investments or to get an
attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
This fund may make sense for investors seeking higher income than a money fund
and can accept some fluctuations in the value of their principal.
- --------------------------------------------------------------------------------
28 - Kemper Short-Term U.S. Government Fund
<PAGE>
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has two broad-based market indices (which, unlike the
fund, has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
- ------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
11.64 7.19 13.46 6.06 4.91 -0.44 8.51 4.73 5.98 2.96
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
Best quarter: 6.06%, Q4 1990 YTD return as of 9/30/1999: 1.49%
Worst quarter: -2.79%, Q1 1990
- --------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1998)
- --------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 9/1/87
12/31/97 12/31/93 Life of 12/31/88 Life of
1 Year 5 Years Class B/C 10 Years Class A
- --------------------------------------------------------------------------------
Class A -0.63% 3.57% -- 6.05% 5.92%
- --------------------------------------------------------------------------------
Class B -0.59 -- 3.71% -- --
- --------------------------------------------------------------------------------
Class C 2.28 -- 4.14 -- --
- --------------------------------------------------------------------------------
Index 1 5.28 5.29 5.45 5.66 5.80
- --------------------------------------------------------------------------------
Index 2 6.96 6.00 6.73 7.42 7.38
- ------------------------------------------------------------------------------
Index 1: Salomon Brothers 6-month T-Bill Index, an unmanaged index based on the
average monthly yield of a 6-month Treasury Bill.
Index 2: Lehman Brothers 1-3 Year Government Bond Index, includes U.S.
Government securities, U.S. Treasuries or agencies with maturities of 1 to 3
years.
The table includes the effects of maximum sales loads. Total returns for 1989
through 1994 would have been lower if operating expenses hadn't been maintained.
29 - Kemper Short-Term U.S. Government Fund
<PAGE>
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
- --------------------------------------------------------------------------------
Fee Table Class A Class B Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 2.75% None None
- --------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceeds) None* 4.00% 1.00%
- --------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- --------------------------------------------------------------------------------
Management Fee 0.54% 0.54% 0.54%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
- --------------------------------------------------------------------------------
Other Expenses** 0.78 0.86 0.72
- --------------------------------------------------------------------------------
Total Annual Operating Expenses 1.32 2.15 2.01
- ------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge
of 1.00% if redeemed within one year of purchase and 0.50% if redeemed
during the second year following purchase.
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and
blue sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
- --------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $406 $682 $979 $1,821
- --------------------------------------------------------------------------------
Class B shares 618 973 1,354 2,078
- --------------------------------------------------------------------------------
Class C shares 304 631 1,083 2,338
- --------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $406 $682 $979 $1,821
- --------------------------------------------------------------------------------
Class B shares 218 673 1,154 2,078
- --------------------------------------------------------------------------------
Class C shares 204 631 1,083 2,338
- ------------------------------------------------------------------------------
30 - Kemper Short-Term U.S. Government Fund
<PAGE>
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was 0.54% of its average daily net assets.
[ICON]--------------------------------------------------------------------------
FUND MANAGERS
Below are the people who handle the fund's day-to-day management:
Richard L. Vandenberg John E. Dugenske
Lead Portfolio Manager o Began investment career
o Began investment career in 1990
in 1973 o Joined the advisor in
o Joined the advisor in 1998
1996 o Joined the fund team in
o Joined the fund team in 1998
1996
Scott E. Dolan
o Began investment career
in 1989
o Joined the advisor in
1989
o Joined the fund team in
1998
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
- --------------------------------------------------------------------------------
31 - Kemper Short-Term U.S. Government Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KSGAX B) KSGBX C) KSGCX
Kemper
U.S. Government
Securities Fund
FUND GOAL The fund seeks high current income, liquidity and security of
principal.
32 - Kemper U.S. Government Securities Fund
<PAGE>
The Fund's Main Strategy
The fund invests principally in U.S. government securities of any maturity,
focusing on Ginnie Maes. The fund may invest in other mortgage-backed securities
and other U.S. government securities including U.S. Treasuries and other
securities issued by the U.S. government, its agencies or instrumentalities.
In deciding which types of securities to buy and sell, the portfolio managers
first consider the relative attractiveness of Treasuries compared to other U.S.
government and agency securities and determine allocations for each. Their
decisions are generally based on a number of factors, including interest rate
outlooks and changes in supply and demand within the bond market.
In choosing individual bonds, the managers review each bond's fundamentals,
compare the yields of shorter maturity bonds to those of longer maturity bonds
and use technical analysis to project prepayment rates and other factors that
could affect a bond's attractiveness.
The managers may adjust the duration (a measure of sensitivity to interest rate
movements) of the fund's portfolio, depending on their outlook for interest
rates.
[ICON]--------------------------------------------------------------------------
CREDIT QUALITY POLICIES
This fund normally invests all of its assets in securities issued by the U.S.
government, its agencies or instrumentalities. These securities are generally
considered to be among the very highest quality securities.
33 - Kemper U.S. Government Securities Fund
<PAGE>
The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you get from the fund,
cause you to lose money or make the fund perform less well than other
investments.
As with most bond funds, one of the most important factors is market interest
rates. A rise in interest rates generally means a fall in bond prices -- and, in
turn, a fall in the value of your investment. An increase in the portfolio's
duration could make the fund more sensitive to this risk.
Some securities issued by U.S. government agencies or instrumentalities are
supported only by the credit of that agency or instrumentality, while other
securities have an additional line of credit with the U.S. Treasury. There is no
guarantee that the U.S. government will provide support to such agencies or
instrumentalities and such securities may involve risk of loss of principal and
interest. The full faith and credit guarantee of the U.S. government doesn't
protect the fund against market-driven declines in the prices or yields of these
securities, nor does it apply to shares of the fund itself.
Mortgage-backed securities carry additional risks and may be more volatile than
many other types of debt securities. Any unexpected behavior in interest rates
could hurt the performance of these securities. For example, a large fall in
interest rates could cause these securities to be paid off earlier than
expected, forcing the fund to reinvest the money at a lower rate. In addition,
if interest rates rise or stay high, these securities could be paid off later
than expected, forcing the fund to endure low yields. The result for the fund
could be an increase in the volatility of its share price and yield.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of economic trends, issuers,
industries or other matters
o at times, it could be hard to value some investments or to get an
attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
This fund may appeal to investors who want a fund that searches for attractive
yields generated by U.S. government securities.
- --------------------------------------------------------------------------------
34 - Kemper U.S. Government Securities Fund
<PAGE>
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
- --------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
- --------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
14.00 9.68 17.25 4.61 6.31 -3.06 18.37 2.83 9.03 7.03
1989 1990 1991 1992 1993 1994 1995 1997 1997 1998
Best quarter: 7.91%, Q2 1989 YTD return as of 9/30/1999: 0.31%
Worst quarter: -2.45%, Q1 1994
- --------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1998)
- --------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 10/1/79
12/31/97 12/31/93 Life of 12/31/88 Life of
1 Year 5 Years Class B/C 10 Years Class A
- --------------------------------------------------------------------------------
Class A 2.25% 5.64% -- 7.93% 8.88%
- --------------------------------------------------------------------------------
Class B 3.03 -- 6.53% -- --
- --------------------------------------------------------------------------------
Class C 6.02 -- 6.95 -- --
- --------------------------------------------------------------------------------
Index 6.82 7.34 8.61 9.29 N/A*
- --------------------------------------------------------------------------------
Index: Salomon Brothers 30-Year GNMA Index, an unmanaged index that measures the
total return of GNMA 30-year pass throughs of single family and graduated
payment mortgages.
- --------------------------------------------------------------------------------
* The Index was not in existence on the Class A Shares' inception date.
The table includes the effect of maximum sales loads.
35 - Kemper U.S. Government Securities Fund
<PAGE>
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
- --------------------------------------------------------------------------------
Fee Table Class A Class B Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 4.50% None None
- --------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceeds) None* 4.00% 1.00%
- --------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- --------------------------------------------------------------------------------
Management Fee 0.42% 0.42% 0.42%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
- --------------------------------------------------------------------------------
Other Expenses** 0.45 0.60 0.50
- --------------------------------------------------------------------------------
Total Annual Operating Expenses 0.87 1.77 1.67
- ------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge
of 1.00% if redeemed within one year of purchase and 0.50% if redeemed
during the second year following purchase.
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and
blue sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
- --------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $535 $715 $911 $1,474
- --------------------------------------------------------------------------------
Class B shares 580 857 1,159 1,627
- --------------------------------------------------------------------------------
Class C shares 270 526 907 1,976
- --------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $535 $715 $911 $1,474
- --------------------------------------------------------------------------------
Class B shares 180 557 959 1,627
- --------------------------------------------------------------------------------
Class C shares 170 526 907 1,976
- --------------------------------------------------------------------------------
36 - Kemper U.S. Government Securities Fund
<PAGE>
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was 0.42% of its average daily net assets.
[ICON]--------------------------------------------------------------------------
FUND MANAGERS
Below are the people who handle the fund's day-to-day management:
Richard L. Vandenberg John E. Dugenske
Lead Portfolio Manager o Began investment career
o Began investment career in 1990
in 1973 o Joined the advisor
o Joined the advisor in 1998
in 1996 o Joined the fund team
o Joined the fund team in 1998
in 1996
Scott E. Dolan
o Began investment career
in 1989
o Joined the advisor
in 1989
o Joined the fund team
in 1998
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
- --------------------------------------------------------------------------------
37 - Kemper U.S. Government Securities Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KSTAX B) KSTBX C) KSTCX
Kemper
Strategic Income Fund
FUND GOAL The fund seeks a high current return.
38 - Kemper Strategic Income Fund
<PAGE>
The Fund's Main Strategy
The fund invests mainly in bonds issued by U.S. and foreign corporations and
governments. The fund may invest up to 50% of total assets in foreign bonds. The
fund may also invest in emerging markets securities.
In deciding which types of securities to buy and sell, the portfolio managers
evaluate each major type of security the fund invests in -- U.S. junk bonds,
investment-grade corporate bonds, emerging markets securities, foreign
government bonds and U.S. government and agency securities. The managers
typically consider a number of factors, including the relative attractiveness of
different types of securities, the potential impact of interest rate movements,
the outlook for various types of foreign bonds (including currency
considerations) and the relative yields and risks of bonds of various
maturities.
The managers may shift the proportions of the fund's holdings, favoring
different types of securities at different times, while still maintaining
variety in terms of the companies and industries represented.
The managers may adjust the duration (a measure of sensitivity to interest rate
movements) of the fund's portfolio, depending on their outlook for interest
rates.
[ICON]--------------------------------------------------------------------------
CREDIT QUALITY POLICIES
The credit quality of the fund's investments may vary; the fund may invest up to
100% of total assets in either investment-grade bonds or in junk bonds, which
are those below the fourth credit grade (i.e., grade BB/Ba and below). Compared
to investment-grade bonds, junk bonds may pay higher yields and have higher
volatility and higher risk of default on payments of interest or principal.
39 - Kemper Strategic Income Fund
<PAGE>
The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you get from the fund,
cause you to lose money, or make the fund perform less well than other
investments.
For this fund, the main risk factor will vary depending on the fund's weighting
of various types of securities. To the extent that it invests in junk bonds, one
of the main risk factors is the economy. Because the companies that issue high
yield bonds may be in uncertain financial health, the prices of their bonds can
be more vulnerable to bad economic news or even the expectation of bad news,
than investment-grade bonds. In some cases, bonds may decline in credit quality
or go into default. Also, negative corporate news may have a significant impact
on individual bond prices.
To the extent that the fund invests in higher quality bonds, a major factor is
market interest rates. A rise in interest rates generally means a fall in bond
prices -- and, in turn, a fall in the value of your investment. An increase in
the portfolio's duration could make the fund more sensitive to this risk.
Foreign securities tend to be more volatile than their U.S. counterparts, for
reasons ranging from political and economic uncertainties to a higher risk that
essential information may be incomplete or wrong. To the extent the fund
emphasizes emerging markets where these risks are greater, it takes on greater
risk.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of economic trends, issuers,
industries or other matters
o currency fluctuations could cause foreign investments to lose value
o some bonds could be paid off earlier than expected, which could hurt the
fund's performance
o at times, it could be hard to value some investments or to get an
attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
Investors looking for a bond fund that emphasizes different types of bonds
depending on market and economic outlooks may want to invest in this fund.
- --------------------------------------------------------------------------------
40 - Kemper Strategic Income Fund
<PAGE>
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
- ------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
7.96 -12.60 51.69 17.80 20.88 -3.83 19.67 8.58 8.25 3.79
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
Best quarter: 25.06%, Q1 1991 YTD return as of 9/30/1999: -2.18%
Worst quarter: -13.54%, Q3 1990
- --------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1998)
- --------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 6/23/77
12/31/97 12/31/93 Life of 12/31/88 Life of
1 Year 5 Years Class B/C 10 Years Class A
- --------------------------------------------------------------------------------
Class A -0.83% 6.05% -- 10.59% 10.11%
- --------------------------------------------------------------------------------
Class B -0.08 -- 6.88% -- --
- --------------------------------------------------------------------------------
Class C 2.76 -- 7.38 -- --
- --------------------------------------------------------------------------------
Index 9.47 7.30 8.97 9.33 9.53*
- --------------------------------------------------------------------------------
Index: Lehman Brothers Government/Corporate Bond Index, an unmanaged index
comprised of intermediate and long-term government and investment-grade
corporate debt securities.
- --------------------------------------------------------------------------------
* Index return for the life of Class A is as of 6/30/77.
The table includes the effect of maximum sales loads.
41 - Kemper Strategic Income Fund
<PAGE>
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
- --------------------------------------------------------------------------------
Fee Table Class A Class B Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 4.50% None None
- --------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceeds) None* 4.00% 1.00%
- --------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- --------------------------------------------------------------------------------
Management Fee 0.56% 0.56% 0.56%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
- --------------------------------------------------------------------------------
Other Expenses** 0.56 0.77 0.58
- --------------------------------------------------------------------------------
Total Annual Operating Expenses 1.12 2.08 1.89
- --------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge
of 1.00% if redeemed within one year of purchase and 0.50% if redeemed
during the second year following purchase.
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and
blue sky fees.
Based on the figures above this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
- --------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $559 $790 $1,039 $1,752
- --------------------------------------------------------------------------------
Class B shares 611 952 1,319 1,938
- --------------------------------------------------------------------------------
Class C shares 292 594 1,021 2,212
- --------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $559 $790 $1,039 $1,752
- --------------------------------------------------------------------------------
Class B shares 211 652 1,119 1,938
- --------------------------------------------------------------------------------
Class C shares 192 594 1,021 2,212
- --------------------------------------------------------------------------------
42 - Kemper Strategic Income Fund
<PAGE>
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was 0.56% of its average daily net assets.
[ICON]--------------------------------------------------------------------------
FUND MANAGERS
Below are the people who handle the fund's day-to-day management:
J. Patrick Beimford M. Isabel Saltzman
Lead Portfolio Manager o Began investment career
o Began investment career in 1981
in 1976 o Joined the advisor
o Joined the advisor in 1990
in 1976 o Joined the fund team
o Joined the fund team in 1999
in 1996
Richard L. Vandenberg
Robert S. Cessine o Began investment career
o Began investment career in 1973
in 1982 o Joined the advisor
o Joined the advisor in 1996
in 1993 o Joined the fund team
o Joined the fund team in 1999
in 1994
Daniel J. Doyle
o Began investment career
in 1984
o Joined the advisor
in 1986
o Joined the fund team
in 1999
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
- --------------------------------------------------------------------------------
43 - Kemper Strategic Income Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KUMAX B) KUMBX C) KUMCX
Kemper
U.S. Mortgage Fund
FUND GOAL The fund seeks to provide maximum current return from U.S.
government securities.
44 - Kemper U.S. Mortgage Fund
<PAGE>
The Fund's Main Strategy
The fund invests primarily in U.S. government securities, mainly mortgage-backed
securities issued by U.S. government agencies. These include securities issued
by Ginnie Mae, Fannie Mae and Freddie Mac. The fund can also invest in U.S.
Treasury securities.
In deciding which types of securities to buy and sell, the portfolio managers
first consider the relative attractiveness of mortgage-backed securities
compared to U.S. Treasuries and decide on allocations for each. Their decisions
are generally based on a number of factors, including changes in supply and
demand within the bond market.
In choosing individual bonds, the managers review each bond's fundamentals,
compare the yields of shorter maturity bonds to those of longer maturity bonds
and use technical analysis to project prepayment rates and other factors that
could affect a bond's attractiveness.
The managers may adjust the duration (a measure of sensitivity to interest rate
movements) of the fund's portfolio, depending on their outlook for interest
rates.
[ICON]--------------------------------------------------------------------------
CREDIT QUALITY POLICIES
This fund normally invests at least 65% of total assets in mortgage-backed
securities issued by the U.S. government, its agencies or instrumentalities.
These securities are generally considered to be among the very highest quality
securities.
45 - Kemper U.S. Mortgage Fund
<PAGE>
The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you get from the fund,
cause you to lose money or make the fund perform less well than other
investments.
As with most bond funds, one of the most important factors is market interest
rates. A rise in interest rates generally means a fall in bond prices -- and, in
turn, a fall in the value of your investment. An increase in the portfolio's
duration could make the fund more sensitive to this risk.
Some securities issued by U.S. government agencies or instrumentalities are
supported only by the credit of that agency or instrumentality, while other
securities have an additional line of credit with the U.S. Treasury. There is no
guarantee that the U.S. government will provide support to such agencies or
instrumentalities and such securities may involve risk of loss of principal and
interest. The full faith and credit guarantee of the U.S. government doesn't
protect the fund against market-driven declines in the prices or yields of these
securities, nor does it apply to shares of the fund itself.
Mortgage-backed securities carry additional risks and may be more volatile than
many other types of debt securities. Any unexpected behavior in interest rates
could hurt the performance of these securities. For example, a large fall in
interest rates could cause these securities to be paid off earlier than
expected, forcing the fund to reinvest the money at a lower rate. Another
example: if interest rates rise or stay high, these securities could be paid off
later than expected, forcing the fund to endure low yields. The result for the
fund could be an increase in the volatility of its share price and yield.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of economic trends, issuers
or other matters
o at times, it could be hard to value some investments or to get an
attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
This fund may appeal to investors who seek high current income but want to avoid
exposure to significant credit risk.
- --------------------------------------------------------------------------------
46 - Kemper U.S. Mortgage Fund
<PAGE>
Performance
The bar chart shows how the total returns for the fund's Class B shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
- --------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class B Shares
- --------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
11.39 7.11 17.02 4.45 4.82 -4.13 16.94 1.76 8.01 5.89
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
Best quarter: 6.73%, Q4 1991 YTD return as of 9/30/1999: -0.55%
Worst quarter: -3.03%, Q1 1992
- --------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1998)
- --------------------------------------------------------------------------------
Since Since Since
Since Since 5/31/94 1/10/92 Since 10/26/84
12/31/97 12/31/93 Life of Life of 12/31/88 Life of
1 Year 5 Years Class C Class A 10 Years Class B
- --------------------------------------------------------------------------------
Class A 2.25% 5.43% -- 5.53% -- --
- --------------------------------------------------------------------------------
Class B 2.89 5.31 -- -- 7.15 7.05
- --------------------------------------------------------------------------------
Class C 6.35 -- 6.90% -- -- --
- --------------------------------------------------------------------------------
Index 6.82 7.34 8.61 7.54* 9.29 N/A**
- --------------------------------------------------------------------------------
Index: Salomon Brothers 30-Year GNMA Index, an unmanaged index that measures the
total return of GNMA 30-year pass throughs of single family and graduated
payment mortgages.
- --------------------------------------------------------------------------------
* Index return for life of Class A is as of 2/1/92.
** The index was not in existence on the Class B Shares' inception date.
The table includes the effects of maximum sales loads.
47 - Kemper U.S. Mortgage Fund
<PAGE>
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
- --------------------------------------------------------------------------------
Fee Table Class A Class B Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 4.50% None None
- --------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceeds) None 4.00% 1.00%
- --------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- --------------------------------------------------------------------------------
Management Fee 0.51% 0.51% 0.51%
- --------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
- --------------------------------------------------------------------------------
Other Expenses* 0.53 0.88 0.53
- --------------------------------------------------------------------------------
Total Annual Operating Expenses 1.04 2.14 1.79
- --------------------------------------------------------------------------------
* Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and
blue sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
- --------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- --------------------------------------------------------------------------------
Class A shares $551 $766 $998 $1,664
- --------------------------------------------------------------------------------
Class B shares 617 970 1,349 1,932
- --------------------------------------------------------------------------------
Class C shares 282 563 970 2,105
- --------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- --------------------------------------------------------------------------------
Class A shares $551 $766 $998 $1,664
- --------------------------------------------------------------------------------
Class B shares 217 670 1,149 1,932
- --------------------------------------------------------------------------------
Class C shares 182 563 970 2,105
- --------------------------------------------------------------------------------
48 - Kemper U.S. Mortgage Fund
<PAGE>
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was 0.51% of its average daily net assets.
[ICON]--------------------------------------------------------------------------
FUND MANAGERS
Below are the people who handle the fund's day-to-day management:
Richard L. Vandenberg John E. Dugenske
Lead Portfolio Manager o Began investment career
o Began investment career in 1990
in 1973 o Joined the advisor
o Joined the advisor in 1998
in 1996 o Joined the fund team
o Joined the fund team in 1998
in 1996
Scott E. Dolan
o Began investment career
in 1989
o Joined the advisor
in 1989
o Joined the fund team
in 1998
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
- --------------------------------------------------------------------------------
49 - Kemper U.S. Mortgage Fund
<PAGE>
Other Policies And Risks
While the previous pages describe the main points of each fund's strategy and
risks, there are a few other issues to know about:
o Although major changes tend to be infrequent, each fund's Board could
change that fund's investment goal without seeking shareholder approval.
o These funds may trade more securities than some other bond funds. This
could raise transaction costs (and lower performance) and could mean higher
taxable distributions.
o As a temporary defensive measure, any of these funds could shift up to 100%
of assets into investments such as money market securities. This could
prevent losses, but would mean that the fund would not be pursuing its
goal.
o Scudder Kemper establishes a security's credit quality when it buys the
security, using independent ratings or, for unrated securities, its own
credit determination. When ratings don't agree, a fund may use the higher
rating. If a security's credit quality falls, the advisor will determine
whether selling it would be in the shareholders' best interests.
o Although the managers are permitted to use various types of derivatives
(contracts whose value is based on, for example, indices, currencies or
securities), the managers don't intend to use them as principal
investments. With derivatives, there is a risk that they could produce
disproportionate losses.
Keep in mind that there is no assurance that any mutual fund will achieve its
goal.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
This prospectus doesn't tell you about every policy or risk of investing in a
fund. For more information, you may want to request a copy of the SAI (the back
cover has additional information on how to do this).
- --------------------------------------------------------------------------------
50 - Other Policies And Risks
<PAGE>
Year 2000 and euro readiness
Like all mutual funds, these funds could be affected by the inability of some
computer systems to recognize the year 2000. Also, those funds permitted to
invest in foreign securities could be affected by accounting differences,
changes in tax treatment or other issues related to the conversion of certain
European currencies into the euro, which is already underway. Scudder Kemper has
readiness programs designed to address these problems, and has researched the
readiness of suppliers and business partners as well as issuers of securities
the funds own. Still, there's some risk that one or both of these problems could
materially affect a fund's operations (such as its ability to calculate net
asset value and to handle purchases and redemptions), its investments or
securities markets in general.
51 - Other Policies And Risks
<PAGE>
Financial Highlights
These tables are designed to help you understand each fund's financial
performance in recent years. The figures in the first part of each table are for
a single share. The total return figures represent the percentage that an
investor in a particular fund would have earned (or lost), assuming all
dividends and distributions were reinvested. This information has been audited
by Ernst & Young LLP, whose report, along with each fund's financial statements,
is included in that fund's annual report (see "Shareholder reports" on the back
cover).
Kemper High Yield Fund
Class A
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $7.68 $8.50 $8.23 $8.01 $7.74
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .78 .76 .76 .76 .83
- --------------------------------------------------------------------------------
Net realized and unrealized (.46) (.81) .31 .23 .20
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .32 (.05) 1.07 .99 1.03
- --------------------------------------------------------------------------------
Less distributions from net .77 .77 .80 .77 .76
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $7.23 $7.68 $8.50 $8.23 $8.01
- --------------------------------------------------------------------------------
Total return (%) 4.11 (.95) 13.69 13.00 14.10
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses (%) .96 .89 .88 .88 .90
- --------------------------------------------------------------------------------
Net investment income (%) 10.15 9.09 9.18 9.45 10.74
- --------------------------------------------------------------------------------
52 - Financial Highlights
<PAGE>
Class B
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $7.67 $8.49 $8.22 $8.00 $7.73
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .71 .68 .69 .69 .76
- --------------------------------------------------------------------------------
Net realized and unrealized (.45) (.80) .31 .23 .20
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .26 (.12) 1.00 .92 .96
- --------------------------------------------------------------------------------
Less distributions from net .71 .70 .73 .70 .69
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $7.22 $7.67 $8.49 $8.22 $8.00
- --------------------------------------------------------------------------------
Total return (%) 3.26 (1.82) 12.72 12.02 13.09
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses (%) 1.78 1.76 1.76 1.77 1.77
- --------------------------------------------------------------------------------
Net investment income (%) 9.33 8.22 8.30 8.56 9.87
- --------------------------------------------------------------------------------
Class C
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $7.69 $8.52 $8.24 $8.02 $7.75
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .72 .69 .70 .69 .77
- --------------------------------------------------------------------------------
Net realized and unrealized (.46) (.82) .31 .23 .20
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .26 (.13) 1.01 .92 .97
- --------------------------------------------------------------------------------
Less distributions from net .71 .70 .73 .70 .70
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $7.24 $7.69 $8.52 $8.24 $8.02
- --------------------------------------------------------------------------------
Total return (%) 3.30 (1.89) 12.88 12.06 13.13
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses (%) 1.73 1.71 1.71 1.71 1.71
- --------------------------------------------------------------------------------
Net investment income (%) 9.38 8.27 8.35 8.62 9.93
- --------------------------------------------------------------------------------
Supplemental data for all classes
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net assets at end of year $4,281,395 4,784,262 4,939,302 4,096,939 3,527,954
(in thousands)
- --------------------------------------------------------------------------------
Portfolio turnover rate (%) 67 92 91 102 99
- --------------------------------------------------------------------------------
Note: Total return does not reflect the effect of any sales charges. Per share
data was determined based on average shares outstanding during the years ended
September 30, 1999 and September 30, 1998.
53 - Financial Highlights
<PAGE>
Kemper High Yield Fund II
- --------------------------------------------------------------------------------
10 months ended September 30, 1999(a) Class A Class B Class C
- --------------------------------------------------------------------------------
Net asset value, beginning of period $9.50 $9.50 $9.50
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .72 .68 .68
- --------------------------------------------------------------------------------
Net realized and unrealized loss (.70) (.71) (.71)
- --------------------------------------------------------------------------------
Total from investment operations .02 (.03) (.03)
- --------------------------------------------------------------------------------
Less distributions from net investment income .76 .70 .70
- --------------------------------------------------------------------------------
Net asset value, end of period $8.76 $8.77 $8.77
- --------------------------------------------------------------------------------
Total return (not annualized) (%) .19 (.43) (.43)
- --------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses (%) .39 1.00 1.00
- --------------------------------------------------------------------------------
Net investment income (%) 10.24 9.63 9.63
- --------------------------------------------------------------------------------
Other ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses (%) 1.59 2.19 2.25
- --------------------------------------------------------------------------------
Net investment income (%) 9.04 8.44 8.38
- --------------------------------------------------------------------------------
Supplemental data for all classes
- --------------------------------------------------------------------------------
Net assets at end of period $154,010
- --------------------------------------------------------------------------------
Portfolio turnover rate (annualized) (%) 79
- --------------------------------------------------------------------------------
(a) Commencement of operations on November 30, 1998. Scudder Kemper
Investments, Inc. has agreed to temporarily waive its management fee and
absorb certain operating expenses of the fund. The other ratios to average
net assets are computed without this expense waiver or absorption.
Note: Total return does not reflect the effect of any sales charges. Per share
data was determined based on average shares outstanding during the year ended
September 30, 1999.
54 - Financial Highlights
<PAGE>
Kemper High Yield Opportunity Fund
Class A
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998(a)
- --------------------------------------------------------------------------------
Net asset value, beginning of year $8.89 $9.50
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .88 .70
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (.54) (.60)
- --------------------------------------------------------------------------------
Total from investment operations .34 .10
- --------------------------------------------------------------------------------
Less dividends:
- --------------------------------------------------------------------------------
Distributions from net investment income .85 .67
- --------------------------------------------------------------------------------
Distributions from net realized gain .05 .04
- --------------------------------------------------------------------------------
Total dividends .90 .71
- --------------------------------------------------------------------------------
Net asset value, end of year $8.33 $8.89
- --------------------------------------------------------------------------------
Total return (%) 3.55 .59
- --------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses (%) 1.53 1.27
- --------------------------------------------------------------------------------
Net investment income (%) 9.64 8.31
- --------------------------------------------------------------------------------
(a) Commencement of operations on October 1, 1997.
Class B
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998(a)
- --------------------------------------------------------------------------------
Net asset value, beginning of year $8.89 $9.50
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .80 .63
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (.54) (.61)
- --------------------------------------------------------------------------------
Total from investment operations .26 .02
- --------------------------------------------------------------------------------
Less dividends:
- --------------------------------------------------------------------------------
Distributions from net investment income .77 .59
- --------------------------------------------------------------------------------
Distributions from net realized gain .05 .04
- --------------------------------------------------------------------------------
Total dividends .82 .63
- --------------------------------------------------------------------------------
Net asset value, end of year $8.33 $8.89
- --------------------------------------------------------------------------------
Total return (%) 2.73 (.18)
- --------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses (%) 2.40 2.03
- --------------------------------------------------------------------------------
Net investment income (%) 8.77 7.55
- --------------------------------------------------------------------------------
(a) Commencement of operations on October 1, 1997.
55 - Financial Highlights
<PAGE>
Class C
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998(a)
- --------------------------------------------------------------------------------
Net asset value, beginning of year $8.89 $9.50
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .80 .62
- --------------------------------------------------------------------------------
Net realized and unrealized gain (loss) (.53) (.60)
- --------------------------------------------------------------------------------
Total from investment operations .27 .02
- --------------------------------------------------------------------------------
Less dividends:
- --------------------------------------------------------------------------------
Distributions from net investment income .77 .59
- --------------------------------------------------------------------------------
Distributions from net realized gain .05 .04
- --------------------------------------------------------------------------------
Total dividends .82 .63
- --------------------------------------------------------------------------------
Net asset value, end of year $8.34 $8.89
- --------------------------------------------------------------------------------
Total return (%) 2.39 (.18)
- --------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses (%) 2.38 2.03
- --------------------------------------------------------------------------------
Net investment income (%) 8.78 7.55
- --------------------------------------------------------------------------------
Supplemental data for all classes
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998(a)
- --------------------------------------------------------------------------------
Net assets at end of period (in thousands) $37,253 26,691
- --------------------------------------------------------------------------------
Portfolio turnover rate (annualized) (%) 98 169
- --------------------------------------------------------------------------------
(a) Commencement of operations on October 1, 1997.
Note: Total return does not reflect the effect of any sales charges. Per share
data was determined based on average shares outstanding during the year ended
September 30, 1999.
56 - Financial Highlights
<PAGE>
Kemper Income and Capital Preservation Fund
Class A
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $8.67 $8.54 $8.46 $8.62 $7.91
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .51 .53 .57 .58 .61
- --------------------------------------------------------------------------------
Net realized and unrealized (.63) .14 .08 (.15) .72
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations (.12) .67 .65 .43 1.33
- --------------------------------------------------------------------------------
Less dividends:
- --------------------------------------------------------------------------------
Distributions from net .49 .54 .57 .59 .62
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $8.06 $8.67 $8.54 $8.46 $8.62
- --------------------------------------------------------------------------------
Total return (%) (1.45) 8.13 8.00 5.17 17.47
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses, before expense 1.08 1.01 .97 .96 .90
reductions (%)
- --------------------------------------------------------------------------------
Expenses, after expense 1.07 1.01 .97 .96 .90
reductions (%)
- --------------------------------------------------------------------------------
Net investment income (%) 6.05 6.17 6.75 6.90 7.31
- --------------------------------------------------------------------------------
Class B
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $8.64 $8.51 $8.43 $8.59 $7.90
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .43 .46 .49 .50 .51
- --------------------------------------------------------------------------------
Net realized and unrealized (.63) .14 .08 (.15) .72
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations (.20) .60 .57 .35 1.23
- --------------------------------------------------------------------------------
Less distribution from net .42 .47 .49 .51 .54
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $8.02 $8.64 $8.51 $8.43 $8.59
- --------------------------------------------------------------------------------
Total return (%) (2.37) 7.20 6.99 4.20 16.12
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses, before expense 1.93 1.88 1.90 1.93 1.81
reductions (%)
- --------------------------------------------------------------------------------
Expenses, after expense 1.92 1.88 1.90 1.93 1.81
reductions (%)
- --------------------------------------------------------------------------------
Net investment income (%) 5.20 5.30 5.82 5.93 6.40
- --------------------------------------------------------------------------------
57 - Financial Highlights
<PAGE>
Class C
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $8.66 $8.53 $8.45 $8.61 $7.90
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .44 .46 .49 .50 .53
- --------------------------------------------------------------------------------
Net realized and unrealized (.62) .14 .08 (.15) .72
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations (.18) .60 .57 .35 1.25
- --------------------------------------------------------------------------------
Less distribution from net .43 .47 .49 .51 .54
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $8.05 $8.66 $8.53 $8.45 $8.61
- --------------------------------------------------------------------------------
Total return (%) (2.19) 7.20 7.03 4.23 16.45
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses, before expense 1.82 1.86 1.86 1.90 1.78
reductions (%)
- --------------------------------------------------------------------------------
Expenses, after expense 1.82 1.86 1.86 1.90 1.78
reductions (%)
- --------------------------------------------------------------------------------
Net investment income (%) 5.30 5.32 5.86 5.96 6.43
- --------------------------------------------------------------------------------
Supplemental data for all classes
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net assets at end of year $496,191 694,057 613,470 572,998 649,427
(in thousands)
- --------------------------------------------------------------------------------
Portfolio turnover rate (%) 108 121 164 74 182
- --------------------------------------------------------------------------------
Note: Total return does not reflect the effect of any sales charges. Per share
data was determined based on average shares outstanding during the year ended
October 31, 1999.
58 - Financial Highlights
<PAGE>
Kemper Short-Term U.S. Government Fund
Class A
- --------------------------------------------------------------------------------
Years ended August 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $8.19 $8.31 $8.22 $8.30 $8.33
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .38 .41 .45 .46 .48
- --------------------------------------------------------------------------------
Net realized and unrealized (.22) (.11) .09 (.09) (.04)
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .16 .30 .54 .37 .44
- --------------------------------------------------------------------------------
Less distribution from net .36 .42 .45 .45 .47
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $7.99 $8.19 $8.31 $8.22 $8.30
- --------------------------------------------------------------------------------
Total return (%) 1.98 3.68 6.75 4.55 5.52
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses (%) 1.24 1.36 1.25 1.15 1.10
- --------------------------------------------------------------------------------
Net investment income (%) 4.27 4.79 5.50 5.49 5.76
- --------------------------------------------------------------------------------
Class B
- --------------------------------------------------------------------------------
Years ended August 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $8.21 $8.32 $8.23 $8.31 $8.32
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .31 .36 .39 .40 .43
- --------------------------------------------------------------------------------
Net realized and unrealized (.22) (.11) .09 (.09) (.04)
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .09 .25 .48 .31 .39
- --------------------------------------------------------------------------------
Less distribution from net .29 .36 .39 .39 .40
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $8.01 $8.21 $8.32 $8.23 $8.31
- --------------------------------------------------------------------------------
Total return (%) 1.10 3.06 5.96 3.79 4.84
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses (%) 2.08 1.99 1.93 1.89 1.85
- --------------------------------------------------------------------------------
Net investment income (%) 3.43 4.16 4.82 4.75 5.01
- --------------------------------------------------------------------------------
59 - Financial Highlights
<PAGE>
Class C
- --------------------------------------------------------------------------------
Years ended August 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $8.22 $8.33 $8.24 $8.32 $8.33
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .32 .36 .39 .40 .43
- --------------------------------------------------------------------------------
Net realized and unrealized (.22) (.11) .09 (.09) (.04)
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .10 .25 .48 .31 .39
- --------------------------------------------------------------------------------
Less distribution from net .30 .36 .39 .39 .40
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $8.02 $8.22 $8.33 $8.24 $8.32
- --------------------------------------------------------------------------------
Total return (%) 1.24 3.10 5.98 3.82 4.89
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses (%) 1.94 1.95 1.88 1.89 1.79
- --------------------------------------------------------------------------------
Net investment income (%) 3.57 4.20 4.87 4.75 5.07
- ------------------------------------------------------------------------------
Supplemental data for all classes
- --------------------------------------------------------------------------------
Years ended August 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net assets at end of year $201,414 69,307 81,967 94,477 129,757
(in thousands)
- --------------------------------------------------------------------------------
Portfolio turnover rate (%) 336 149 249 272 308
- --------------------------------------------------------------------------------
Note: Total return does not reflect the effect of any sales charges. Per share
data for the year ended August 31, 1999 is determined based on average shares
outstanding.
60 - Financial Highlights
<PAGE>
Kemper Strategic Income Fund
Class A
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $5.60 $5.96 $5.99 $5.98 $5.77
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .49 .44 .46 .46 .55
- --------------------------------------------------------------------------------
Net realized and unrealized gain (.35) (.35) .01 .12 .16
(loss) on investments and
foreign currency
- --------------------------------------------------------------------------------
Total from investment operations .14 .09 .47 .58 .71
- --------------------------------------------------------------------------------
Less distribution from net .48 .45 .50 .57 .50
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $5.26 $5.60 $5.96 $5.99 $5.98
- --------------------------------------------------------------------------------
Total return (%) 2.43 1.28 8.13 10.27 12.90
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses, before expense 1.11 1.04 1.03 1.03 1.09
reductions (%)
- --------------------------------------------------------------------------------
Expenses, after expense 1.10 1.04 1.03 1.03 1.09
reductions (%)
- --------------------------------------------------------------------------------
Net investment income (%) 8.80 7.36 7.68 7.72 9.43
- ------------------------------------------------------------------------------
Class B
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $5.59 $5.96 $5.99 $5.98 $5.77
period
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .43 .38 .40 .41 .49
- --------------------------------------------------------------------------------
Net realized and unrealized (.34) (.36) .01 .12 .16
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .09 .02 .41 .53 .65
- --------------------------------------------------------------------------------
Less distribution from net .42 .39 .44 .52 .44
investment income
- --------------------------------------------------------------------------------
Net asset value, end of period $5.26 $5.59 $5.96 $5.99 $5.98
- --------------------------------------------------------------------------------
Total return (%) 1.57 .12 7.13 9.23 11.87
- --------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses, before expense 2.06 2.01 1.98 1.96 2.04
reductions (%)
- --------------------------------------------------------------------------------
Expenses, after expense 2.05 2.01 1.98 1.96 2.04
reductions (%)
- --------------------------------------------------------------------------------
Net investment income (%) 7.85 6.39 6.73 6.79 8.48
- --------------------------------------------------------------------------------
61 - Financial Highlights
<PAGE>
Class C
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $5.62 $5.99 $6.01 $6.00 $5.79
period
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .45 .39 .42 .41 .50
- --------------------------------------------------------------------------------
Net realized and unrealized (.34) (.36) .01 .12 .16
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .11 .03 .43 .53 .66
- --------------------------------------------------------------------------------
Less distribution from net .44 .40 .45 .52 .45
investment income
- --------------------------------------------------------------------------------
Net asset value, end of period $5.29 $5.62 $5.99 $6.01 $6.00
- --------------------------------------------------------------------------------
Total return (%) 1.78 .28 7.37 9.33 11.95
- --------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses, before expense 1.87 1.84 1.85 1.86 1.86
reductions (%)
- --------------------------------------------------------------------------------
Expenses, after expense 1.85 1.84 1.85 1.86 1.86
reductions (%)
- --------------------------------------------------------------------------------
Net investment income (%) 8.05 6.56 6.86 6.89 8.68
- --------------------------------------------------------------------------------
Supplemental data for all classes
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net assets at end of year $720,065 850,528 861,543 778,752 754,222
(in thousands)
- --------------------------------------------------------------------------------
Portfolio turnover rate (%) 92 751 347 310 286
- --------------------------------------------------------------------------------
Note: Total return does not reflect the effect of any sales charges. Per share
data was determined based on average shares outstanding during the years ended
October 31, 1998 and October 31, 1999.
62 - Financial Highlights
<PAGE>
Kemper U.S. Government Securities Fund
Class A
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $8.86 $8.81 $8.74 $8.92 $8.35
year
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .53 .58 .64 .63 .66
- --------------------------------------------------------------------------------
Net realized and unrealized (.41) .07 .06 (.17) .56
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .12 .65 .70 .46 1.22
- --------------------------------------------------------------------------------
Less distribution from net .60 .60 .63 .64 .65
investment income
- --------------------------------------------------------------------------------
Net asset value, end of year $8.38 $8.86 $8.81 $8.74 $8.92
- --------------------------------------------------------------------------------
Total return (%) 1.44 7.64 8.41 5.36 15.24
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses, before expense .85 .80 .78 .77 .72
reductions (%)
- --------------------------------------------------------------------------------
Expenses, after expense .84 .80 .78 .77 .72
reductions (%)
- --------------------------------------------------------------------------------
Net investment income (%) 6.22 6.50 7.34 7.17 7.68
- --------------------------------------------------------------------------------
Class B
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $8.85 $8.80 $8.73 $8.91 $8.34
period
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .45 .49 .56 .54 .58
- --------------------------------------------------------------------------------
Net realized and unrealized (.40) .08 .06 (.17) .56
gain (loss)
- -------------------------------------------------------------------------------
Total from investment operations .05 .57 .62 .37 1.14
- --------------------------------------------------------------------------------
Less distribution from net .53 .52 .55 .55 .57
investment income
- --------------------------------------------------------------------------------
Net asset value, end of period $8.37 $8.85 $8.80 $8.73 $8.91
- --------------------------------------------------------------------------------
Total return (%) .54 6.67 7.40 4.36 14.18
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses, before expense 1.76 1.71 1.73 1.73 1.69
reductions (%)
- --------------------------------------------------------------------------------
Expenses, after expense 1.75 1.71 1.73 1.73 1.69
reductions (%)
- --------------------------------------------------------------------------------
Net investment income (%) 5.31 5.59 6.39 6.21 6.71
- --------------------------------------------------------------------------------
63 - Financial Highlights
<PAGE>
Class C
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net asset value, beginning of $8.87 $8.82 $8.75 $8.93 $8.35
period
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .46 .49 .56 .55 .60
- --------------------------------------------------------------------------------
Net realized and unrealized (.40) .08 .06 (.17) .56
gain (loss)
- --------------------------------------------------------------------------------
Total from investment operations .06 .57 .62 .38 1.16
- --------------------------------------------------------------------------------
Less distribution from net .53 .52 .55 .56 .58
investment income
- --------------------------------------------------------------------------------
Net asset value, end of period $8.40 $8.87 $8.82 $8.75 $8.93
- --------------------------------------------------------------------------------
Total return (%) .72 6.66 7.42 4.40 14.33
- --------------------------------------------------------------------------------
Ratios to average net assets
- --------------------------------------------------------------------------------
Expenses, before expense 1.66 1.67 1.68 1.70 1.64
reductions (%)
- --------------------------------------------------------------------------------
Expenses, after expense 1.66 1.67 1.68 1.70 1.64
reductions (%)
- --------------------------------------------------------------------------------
Net investment income (%) 5.40 5.63 6.44 6.24 6.76
- --------------------------------------------------------------------------------
Supplemental data for all classes
- --------------------------------------------------------------------------------
Years ended October 31, 1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------
Net assets at end of year $2,982,945 3,442,212 3,642,027 4,163,157 4,738,415
(in thousands)
- --------------------------------------------------------------------------------
Portfolio turnover rate 177 (a) 150 261 391 362
(%)
- --------------------------------------------------------------------------------
(a) The portfolio turnover rate including mortgage dollar roll transactions was
181% for the period ended October 31, 1999.
Note: Total return does not reflect the effect of any sales charges. Per share
data was determined based on average shares outstanding during the years ended
October 31, 1998 and 1999.
64 - Financial Highlights
<PAGE>
Kemper U.S. Mortgage Fund
Class A
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998 1997 1996 1995(a) 1995(b)
- --------------------------------------------------------------------------------
Net asset value, beginning $7.15 $7.01 $6.91 $7.13 $7.06 $6.96
of period
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .42 .44 .52 .49 .08 .53
- --------------------------------------------------------------------------------
Net realized and unrealized (.38) .17 .10 (.19) .08 .09
gain (loss)
- --------------------------------------------------------------------------------
Total from investment .04 .61 .62 .30 .16 .62
operations
- --------------------------------------------------------------------------------
Less distribution from net .44 .47 .52 .52 .09 .52
investment income
- --------------------------------------------------------------------------------
Net asset value, end of $6.75 $7.15 $7.01 $6.91 $7.13 $7.06
period
- --------------------------------------------------------------------------------
Total return (%) .59 8.99 9.26 4.28 2.23 9.48
- --------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses (%) 1.02 .97 .96 .97 .94 .89
- --------------------------------------------------------------------------------
Net investment income (%) 6.04 6.46 7.23 6.98 6.87 7.77
- --------------------------------------------------------------------------------
(a) Two months ended September 30, 1995.
(b) Year ended July 31, 1995.
Class B
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998 1997 1996 1995(a) 1995(b)
- --------------------------------------------------------------------------------
Net asset value, beginning $7.14 $7.00 $6.91 $7.12 $7.05 $6.96
of period
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .34 .40 .45 .44 .07 .47
- --------------------------------------------------------------------------------
Net realized and unrealized (.37) .14 .10 (.19) .08 .09
gain (loss)
- --------------------------------------------------------------------------------
Total from investment (.03) .54 .55 .25 .15 .56
operations
- --------------------------------------------------------------------------------
Less distribution from net .36 .40 .46 .46 .08 .47
investment income
- --------------------------------------------------------------------------------
Net asset value, end of $6.75 $7.14 $7.00 $6.91 $7.12 $7.05
period
- --------------------------------------------------------------------------------
Total return (%) (.47) 8.00 8.17 3.54 2.09 8.44
- --------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses (%) 2.13 1.91 1.83 1.80 1.79 1.75
- --------------------------------------------------------------------------------
Net investment income (%) 4.93 5.52 6.36 6.15 6.02 6.91
- --------------------------------------------------------------------------------
(a) Two months ended September 30, 1995.
(b) Year ended July 31, 1995.
65 - Financial Highlights
<PAGE>
Class C
- --------------------------------------------------------------------------------
Years ended September 30, 1999 1998 1997 1996 1995(a) 1995(b)
- --------------------------------------------------------------------------------
Net asset value, beginning $7.15 $7.00 $6.90 $7.12 $7.05 $6.95
of period
- --------------------------------------------------------------------------------
Income from investment operations:
- --------------------------------------------------------------------------------
Net investment income .37 .40 .46 .43 .07 .48
- --------------------------------------------------------------------------------
Net realized and (.39) .16 .10 (.19) .08 .09
unrealized gain (loss)
- --------------------------------------------------------------------------------
Total from investment (.02) .56 .56 .24 .15 .57
operations
- --------------------------------------------------------------------------------
Less distribution from net .38 .41 .46 .46 .08 .47
investment income
- --------------------------------------------------------------------------------
Net asset value, end of $6.75 $7.15 $7.00 $6.90 $7.12 $7.05
period
- --------------------------------------------------------------------------------
Total return (%) (.22) 8.30 8.45 3.47 2.10 8.65
- --------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- --------------------------------------------------------------------------------
Expenses (%) 1.78 1.73 1.71 1.72 1.69 1.71
- --------------------------------------------------------------------------------
Net investment income (%) 5.28 5.70 6.48 6.23 6.12 6.95
- --------------------------------------------------------------------------------
Supplemental data for all classes
- --------------------------------------------------------------------------------
Years ended 1999 1998 1997 1996 1995(a) 1995(b)
September 30,
- --------------------------------------------------------------------------------
Net assets at $1,806,277 2,184,175 2,497,825 2,960,135 3,493,052 3,528,329
end of period
(in thousands)
- --------------------------------------------------------------------------------
Portfolio 151 172 235 391 249 573
turnover rate
(annualized) (%)
- --------------------------------------------------------------------------------
(a) Two months ended September 30, 1995.
(b) Year ended July 31, 1995.
Note: Total return does not reflect the effect of any sales charges. Per share
data was determined based on average shares outstanding during the years ended
September 30, 1998 and September 30, 1999.
66 - Financial Highlights
<PAGE>
[ICON]--------------------------------------------------------------------------
Investing In The Funds
The following pages tell you about many of the services, choices and
benefits of being a Kemper Funds shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.
You can find out more about the topics covered here by speaking with your
financial representative or a representative of your workplace retirement plan
or other investment provider.
<PAGE>
Choosing A Share Class
In this prospectus, there are three share classes for each fund. Each class has
its own fees and expenses, offering you a choice of cost structures.
Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you. You may
want to ask your financial representative to help you with this decision.
We describe each share class in detail on the following pages. But first, you
may want to look at the table below, which gives you a brief comparison of the
main features of each class.
- ------------------------------------ -----------------------------------------
Classes and features Points to help you compare
- ------------------------------------ -----------------------------------------
Class A
o Sales charges of up to 4.50%, o Some investors may be able to
charged when you buy shares reduce or eliminate their sales
charges; see next page
o In most cases, no charges when you
sell shares o Total annual expenses are lower
than those for Class B or Class C
o No distribution fee
- ------------------------------------ -----------------------------------------
Class B
o No charges when you buy shares o The deferred sales charge rate falls
to zero after six years
o Deferred sales charge of up to
4.00%, charged when you sell shares o Shares automatically convert to
you bought within the last six years Class A after six years, which means
lower annual expenses going forward
o 0.75% distribution fee
- ------------------------------------ -----------------------------------------
Class C
o No charges when you buy shares o The deferred sales charge rate is
lower, but your shares never convert
o Deferred sales charge of 1.00%, to Class A, so annual expenses
charged when you sell shares you remain higher
bought within the last year
o 0.75% distribution fee
- ------------------------------------ -----------------------------------------
68 - Choosing A Share Class
<PAGE>
Class A shares
Class A shares have a sales charge that varies with the amount you invest:
Kemper High Yield Fund, Kemper High Yield Fund II, Kemper High Yield Opportunity
Fund, Kemper Income And Capital Preservation Fund, Kemper U.S. Government
Securities Fund, Kemper Strategic Income Fund and Kemper U.S. Mortgage Fund
Sales charge Sales charge as
as a percent a percent of
of offering your net
Your investment price investment
- -------------------------------------------------------
Up to $100,000 4.50% 4.71%
- -------------------------------------------------------
$100,000-$249,999 3.50 3.63
- -------------------------------------------------------
$250,000-$499,999 2.60 2.67
- -------------------------------------------------------
$500,000-$999,999 2.00 2.04
- -------------------------------------------------------
$1 million or more 0 0
- -------------------------------------------------------
Kemper Short-Term U.S. Government Fund
Sales charge Sales charge as
as a percent a percent of
of offering your net
Your investment price investment
- -------------------------------------------------------
Up to $100,000 2.75% 2.83%
- -------------------------------------------------------
$100,000-$249,999 2.50 2.56
- -------------------------------------------------------
$250,000-$499,999 2.00 2.04
- -------------------------------------------------------
$500,000-$999,999 1.50 1.52
- -------------------------------------------------------
$1 million or more 0 0
- -------------------------------------------------------
The offering price includes the sales charge.
69 - Choosing A Share Class
<PAGE>
You may be able to lower your Class A sales charges if:
o you plan to invest at least $100,000 over the next 24 months ("letter of
intent")
o the amount of Kemper shares you already own (including shares in certain
other Kemper funds) plus the amount you're investing now is at least
$100,000 ("cumulative discount")
o you are investing a total of $100,000 or more in several Kemper funds at
once ("combined purchases")
The point of these three features is to let you count investments made at other
times for purposes of calculating your present sales charge. Any time you can
use the privileges to "move" your investment into a lower sales charge category
in the table above, it's generally beneficial for you to do so. You can take
advantage of these methods by filling in the appropriate sections of your
application or by speaking with your financial representative.
70 - Choosing A Share Class
<PAGE>
You may be able to buy Class A shares without sales charges when you are:
o reinvesting dividends or distributions
o investing through certain workplace retirement plans
o participating in an investment advisory program under which you pay a fee
to an investment advisor or other firm for portfolio management services
There are a number of additional provisions that apply in order to be eligible
for a sales charge waiver. The fund may waive the sales charges for investors in
other situations as well. Your financial representative or Kemper can answer
your questions and help you determine if you are eligible.
If you're investing $1 million or more, either as a lump sum or through one of
the sales charge reduction features described on the previous page, you may be
eligible to buy Class A shares without sales charges. However, you may be
charged a contingent deferred sales charge (CDSC) of 1.00% on any shares you
sell within the first year of owning them, and a similar charge of 0.50% on
shares you sell within the second year of owning them.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
Class A shares may make sense for long-term investors, especially those who are
eligible for reduced or eliminated sales charges.
- --------------------------------------------------------------------------------
71 - Choosing A Share Class
<PAGE>
Class B shares
With Class B shares, you pay no up-front sales charges to the fund. Class B
shares do have a 12b-1 plan, under which a distribution fee of 0.75% is deducted
from fund assets each year. This means the annual expenses for Class B shares
are somewhat higher (and their performance correspondingly lower) compared to
Class A shares, which don't have a 12b-1 fee. After six years, Class B shares
automatically convert to Class A, which has the effect of lowering the annual
expenses from the seventh year on.
Class B shares have a contingent deferred sales charge (CDSC). This charge
declines over the years you own shares, and disappears completely after six
years of ownership. But for any shares you sell within those six years, you may
be charged as follows:
Year after you bought shares CDSC on shares you sell
- -----------------------------------------------------------
First year 4.00%
- -----------------------------------------------------------
Second or third year 3.00
- -----------------------------------------------------------
Fourth or fifth year 2.00
- -----------------------------------------------------------
Sixth year 1.00
- -----------------------------------------------------------
Seven year and later None (automatic conversion
to Class A)
- -----------------------------------------------------------
This CDSC is waived under certain circumstances (see "Policies You Should Know
About"). Your financial representative or Kemper can answer your questions and
help you determine if you're eligible.
While Class B shares don't have any front-end sales charges, their higher annual
expenses (due to 12b-1 fees) mean that over the years you could end up paying
more than the equivalent of the maximum allowable front-end sales charge.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
Class B shares can make sense for long-term investors who would prefer to see
all of their investment go to work right away, and can accept somewhat higher
annual expenses in exchange.
- --------------------------------------------------------------------------------
72 - Choosing A Share Class
<PAGE>
Class C shares
Like Class B shares, Class C shares have no up-front sales charges and have a
12b-1 plan under which a distribution fee of 0.75% is deducted from fund assets
each year. Because of this fee, the annual expenses for Class C shares are
similar to those of Class B shares, but higher than those for Class A shares
(and the performance of Class C shares is correspondingly lower than that of
Class A).
Unlike Class B shares, Class C shares do NOT automatically convert to Class A
after six years, so they continue to have higher annual expenses.
Class C shares have a contingent deferred sales charge (CDSC), but only on
shares you sell within one year of buying them:
Year after you bought shares CDSC on shares you sell
- -------------------------------------------------------
First year 1.00%
- -------------------------------------------------------
Second year and later None
- -------------------------------------------------------
This CDSC is waived under certain circumstances (see "Policies You Should Know
About"). Your financial representative or Kemper can answer your questions and
help you determine if you're eligible.
While Class C shares don't have any front-end sales charges, their higher annual
expenses (due to 12b-1 fees) mean that over the years you could end up paying
more than the equivalent of the maximum allowable front-end sales charge.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
Class C shares may appeal to investors who plan to sell some or all shares
within six years of buying them, or who aren't certain of their investment time
horizon.
- --------------------------------------------------------------------------------
73 - Choosing A Share Class
<PAGE>
How To Buy Shares
Once you've chosen a share class, use these instructions to make investments.
Make out any checks to "Kemper Funds."
- ------------------------------------ ----------------------------------------
First investment Additional investments
- ------------------------------------ ----------------------------------------
$1,000 or more for regular accounts $100 or more for regular accounts
$250 or more for IRAs $50 or more for IRAs
$50 or more with an Automatic
Investment Plan
- ------------------------------------ ----------------------------------------
Through a financial representative
o Contact your representative using o Contact your representative using
the method that's most convenient the method that's most convenient
for you for you
- ------------------------------------ ----------------------------------------
By mail or express mail (see below)
o Fill out and sign an application o Send a check and a Kemper
investment slip to us at the
o Send it to us at the appropriate appropriate address below
address, along with an investment
check o If you don't have an investment slip,
simply include a letter with your
name, account number, the full name of
the fund and the share class and your
investment instructions
- ------------------------------------ ----------------------------------------
By wire
o Call (800) 621-1048 for instructions o Call (800) 621-1048 for instructions
- ------------------------------------ ----------------------------------------
By phone
- -- o Call (800) 621-1048 for instructions
- ------------------------------------ ----------------------------------------
With an automatic investment plan
- -- o To set up regular investments,
call (800) 621-1048
- ------------------------------------ ----------------------------------------
On the Internet
o Follow the instructions at o Follow the instructions at
www.kemper.com www.kemper.com
- ------------------------------------ ----------------------------------------
Regular mail: Kemper Funds, PO Box 219415, Kansas City, MO 64121-9415
Express, registered, or certified mail:
Kemper Service Company, 811 Main Street, Kansas City, MO 64105-2005
Fax number: (800) 818-7526 (for exchanging and selling only)
74 - How To Buy Shares
<PAGE>
How To Exchange Or Sell Shares
Use these instructions to exchange or sell shares in your account.
- ------------------------------------ ----------------------------------------
Exchanging into another fund Selling shares
- ------------------------------------ ----------------------------------------
$1,000 or more to open a new account Some transactions, including most
for over $50,000, can only be
$100 or more for exchanges between ordered in writing with a signature
existing accounts guarantee; if you're in doubt, see
page 78
- ------------------------------------ ----------------------------------------
Through a financial representative
o Contact your representative by the o Contact your representative by
method that's most convenient for the method that's most convenient
you for you
- ------------------------------------ ----------------------------------------
By phone or wire
o Call (800) 621-1048 for instructions o Call (800) 621-1048 for instructions
- ------------------------------------ ----------------------------------------
By mail, express mail or fax
(see previous page)
Write a letter that includes: Write a letter that includes:
o the fund, class and account number o the fund, class and account
you're exchanging out of number from which you want to sell shares
o the dollar amount or number of o the dollar amount or number of
shares you want to exchange shares you want to sell
o the name and class of the fund you o your name(s), signature(s) and
want to exchange into address, as they appear on your
account
o your name(s), signature(s) and
address, as they appear on o a daytime telephone number
your account
o a daytime telephone number
- ------------------------------------ ----------------------------------------
With a systematic exchange plan With a systematic withdrawal plan
o To set up regular exchanges from a o To set up regular cash payments Kemper
fund account, call from a Kemper fund account, call
(800) 621-1048 (800) 621-1048
- ------------------------------------ ----------------------------------------
On the Internet
o Follow the instructions at o Follow the instructions at
www.kemper.com www.kemper.com
- ------------------------------------ ----------------------------------------
75 - How To Exchange Or Sell Shares
<PAGE>
Policies You Should Know About
Along with the instructions on the previous pages, the policies below may affect
you as a shareholder.
If you are investing through an investment provider, check the materials you
received from them. As a general rule, you should follow the information in
those materials wherever it contradicts the information given here. Please note
that an investment provider may charge its own fees.
Policies about transactions
The funds are open for business each day the New York Stock Exchange is open.
Each fund calculates its share price every business day, as of the close of
regular trading on the Exchange (typically 3 p.m. Central time, but sometimes
earlier, as in the case of scheduled half-day trading or unscheduled suspensions
of trading).
You can place an order to buy or sell shares at any time. Once your order is
received by Kemper Service Company, and they have determined that it is a "good
order," it will be processed at the next share price calculated.
Because orders placed through investment providers must be forwarded to Kemper
Service Company before they can be processed, you'll need to allow extra time. A
representative of your investment provider should be able to tell you when your
order will be processed.
KemperACCESS, the Kemper Automated Information Line, is available 24 hours a day
by calling (800) 972-3060. You can use Kemper ACCESS to get information on
Kemper funds generally and on accounts held directly at Kemper. You can also use
it to make exchanges and sell shares.
76 - Policies You Should Know About
<PAGE>
EXPRESS-Transfer lets you set up a link between a Kemper account and a bank
account. Once this link is in place, you can move money between the two with a
phone call. You'll need to make sure your bank has Automated Clearing House
(ACH) services. Transactions take two to three days to be completed, and there
is a $100 minimum. To set up EXPRESS-Transfer on a new account, see the account
application; to add it to an existing account, call (800) 621-1048.
Share certificates are available on written request. However, we don't recommend
them unless you want them for a specific purpose, because they can only be sold
by mailing them in, and if they're ever lost they're difficult and expensive to
replace.
When you call us to sell shares, we may record the call, ask you for certain
information or take other steps designed to prevent fraudulent orders. It's
important to understand that, with respect to certain pre-authorized
transactions, as long as we take reasonable steps to ensure that an order
appears genuine, we are not responsible for any losses that may occur.
When you ask us to send or receive a wire, please note that while we don't
charge a fee to send or receive wires, it's possible that your bank may do so.
Wire transactions are completed within 24 hours. The funds can only send or
accept wires of $1,000 or more.
Exchanges among Kemper funds are an option for most shareholders. Exchanges are
a shareholder privilege, not a right: we may reject any exchange order,
particularly when there appears to be a pattern of "market timing" or other
frequent purchases and sales. We may also reject or limit purchase orders, for
these or other reasons.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
The Kemper Web site can be a valuable resource for shareholders with Internet
access. Go to www. kemper.com to get up-to-date information, review balances or
even place orders for exchanges.
- --------------------------------------------------------------------------------
77 - Policies You Should Know About
<PAGE>
When you want to sell more than $50,000 worth of shares, you'll usually need to
place your order in writing and include a signature guarantee. The only
exception is if you want money wired to a bank account that is already on file
with us; in that case, you don't need a signature guarantee. Also, you don't
need a signature guarantee for an exchange, although we may require one in
certain other circumstances.
A signature guarantee is simply a certification of your signature -- a valuable
safeguard against fraud. You can get a signature guarantee from most brokers,
banks, savings institutions and credit unions. Note that you can't get a
signature guarantee from a notary public.
When you sell shares that have a contingent deferred sales charge (CDSC), we
calculate the CDSC as a percentage of what you paid for the shares or what you
are selling them for -- whichever results in the lowest charge to you. In
processing orders to sell shares, we turn to the shares with the lowest CDSC
first. Exchanges from one Kemper fund into another don't affect CDSCs: for each
investment you make, the date you first bought Kemper shares is the date we use
to calculate a CDSC on that particular investment.
There are certain cases in which you may be exempt from a CDSC. These include:
o the death or disability of an account owner (including a joint owner)
o withdrawals made through a systematic withdrawal plan
o withdrawals related to certain retirement or benefit plans
o redemptions for certain loan advances, hardship provisions or returns of
excess contributions from retirement plans
o for Class A shares purchased through the Large Order NAV Purchase
Privilege, redemption of shares whose dealer of record at the time of the
investment notifies Kemper Distributors that the dealer waives the
applicable commission
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
If you ever have difficulty placing an order by phone or fax, you can always
send us your order in writing.
- --------------------------------------------------------------------------------
78 - Policies You Should Know About
<PAGE>
In each of these cases, there are a number of additional provisions that apply
in order to be eligible for a CDSC waiver. Your financial representative or
Kemper can answer your questions and help you determine if you are eligible.
If you sell shares in a Kemper fund and then decide to invest with Kemper again
within six months, you can take advantage of the "reinstatement feature." With
this feature, you can put your money back into the same class of a Kemper fund
at its current NAV and for purposes of sales charges it will be treated as if it
had never left Kemper. You'll be reimbursed (in the form of fund shares) for any
CDSC you paid when you sold. Future CDSC calculations will be based on your
original investment date, rather than your reinstatement date. There is also an
option that lets investors who sold Class B shares buy Class A shares with no
sales charge, although they won't be reimbursed for any CDSC they paid. You can
only use the reinstatement feature once for any given group of shares. To take
advantage of this feature, contact Kemper or your financial representative.
Money from shares you sell is normally sent out within one business day of when
your order is processed (not when it is received), although it could be delayed
for up to seven days. There are also two circumstances when it could be longer:
when you are selling shares you bought recently by check and that check hasn't
cleared yet (maximum delay: 10 days) or when unusual circumstances prompt the
SEC to allow further delays. Certain expedited redemption processes may also be
delayed when you are selling recently purchased shares.
79 - Policies You Should Know About
<PAGE>
How the funds calculate share price
For each fund in this prospectus, the price at which you buy shares is as
follows:
Class A shares -- net asset value per share, or NAV, adjusted to allow for any
applicable sales charges (see "Choosing A Share Class")
Class B and Class C shares -- net asset value per share, or NAV
To calculate NAV, each share class of each fund uses the following equation:
TOTAL ASSETS - TOTAL LIABILITIES
- --------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING
For each fund and share class in this prospectus, the price at which you sell
shares is also the NAV, although for Class B and Class C investors a contingent
deferred sales charge may be taken out of the proceeds (see "Choosing A Share
Class").
We typically use market prices to value securities. However, when a market price
isn't available, or when we have reason to believe it doesn't represent market
realities, we may use fair value methods approved by a fund's Board. In such a
case, the fund's value for a security is likely to be different from quoted
market prices.
80 - Policies You Should Know About
<PAGE>
Other rights we reserve
For each fund in this prospectus, you should be aware that we may do any of the
following:
o withhold 31% of your distributions as federal income tax if we have been
notified by the IRS that you are subject to backup withholding, or if you
fail to provide us with a correct taxpayer ID number or certification that
you are exempt from backup withholding
o reject a new account application if you don't provide a correct Social
Security or other tax ID number; if the account has already been opened, we
may give you 30 days' notice to provide the correct number
o charge you $9 each calendar quarter if your account balance is below $1,000
for the entire quarter; this policy doesn't apply to most retirement
accounts or if you have an automatic investment plan
o pay you for shares you sell by "redeeming in kind," that is, by giving you
marketable securities (which typically will involve brokerage costs for you
to liquidate) rather than cash
o change, add or withdraw various services, fees and account policies (for
example, we may change or terminate the exchange privilege at any time)
81 - Policies You Should Know About
<PAGE>
Understanding Distributions And Taxes
By law, a mutual fund is required to pass through to its shareholders virtually
all of its net earnings. A fund can earn money in two ways: by receiving
interest, dividends or other income from securities it holds, and by selling
securities for more than it paid for them. (A fund's earnings are separate from
any gains or losses stemming from your own purchase of shares.) A fund may not
always pay a distribution for a given period.
The funds have regular schedules for paying out any earnings to shareholders:
o Income: declared and paid monthly
o Long-term capital gains: December, or otherwise as needed
The funds may make additional distributions for tax purposes if necessary.
You can choose how to receive your dividends and distributions. You can have
them all automatically reinvested in fund shares (at NAV), all sent to you by
check, have one type reinvested and the other sent to you by check or have them
invested in a different fund. Tell us your preference on your application. If
you don't indicate a preference, your dividends and distributions will all be
reinvested without sales charges. For retirement plans, reinvestment is the only
option.
Buying and selling fund shares will usually have tax consequences for you
(except in an IRA or other tax-advantaged account). Your sales of shares may
result in a capital gain or loss for you; whether long-term or short-term
depends on how long you owned the shares. For tax purposes, an exchange is the
same as a sale.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
- --------------------------------------------------------------------------------
Because each shareholder's tax situation is unique, it's always a good idea to
ask your tax professional about the tax consequences of your investments,
including any state and local tax consequences.
- --------------------------------------------------------------------------------
82 - Understanding Distributions and Taxes
<PAGE>
The tax status of the fund earnings you receive, and your own fund transactions,
generally depends on their type:
Generally taxed at ordinary income rates
- -------------------------------------------------------
o short-term capital gains from selling fund shares
- -------------------------------------------------------
o income dividends you receive from a fund
- -------------------------------------------------------
o short-term capital gains distributions received from a
fund
Generally taxed at capital gains rates
- -------------------------------------------------------
o long-term capital gains from selling fund shares
- -------------------------------------------------------
o long-term capital gains distributions received from a
fund
- -------------------------------------------------------
You may be able to claim a tax credit or deduction for your share of any foreign
taxes your fund pays.
Your fund will send you detailed tax information every January. These statements
tell you the amount and the tax category of any dividends or distributions you
received. They also have certain details on your purchases and sales of shares.
The tax status of dividends and distributions is the same whether you reinvest
them or not. Dividends or distributions declared in the last quarter of a given
year are taxed in that year, even though you may not receive the money until the
following January.
If you invest right before the fund pays a dividend, you'll be getting some of
your investment back as a taxable dividend. You can avoid this, if you want, by
investing after the fund declares a dividend. In tax-advantaged retirement
accounts you don't need to worry about this.
Corporations may be able to take a dividends- received deduction for a portion
of income dividends they receive.
83 - Understanding Distributions and Taxes
<PAGE>
Notes
<PAGE>
Notes
<PAGE>
To Get More Information
Shareholder reports -- These include commentary from each fund's management team
about recent market conditions and the effects of a fund's strategies on its
performance. For each fund, they also have detailed performance figures, a list
of everything the fund owns and the fund's financial statements. Shareholders
get these reports automatically. To reduce costs, we may mail one copy per
household. For more copies, call (800) 621-1048.
Statement of Additional Information (SAI) -- This tells you more about each
fund's features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
If you'd like to ask for copies of these documents, or if you're a shareholder
and have questions, please contact Kemper or the SEC (see below). Materials you
get from Kemper are free; those from the SEC involve a copying fee. If you like,
you can look over these materials in person at the SEC's Public Reference Room
in Washington, DC.
SEC
450 Fifth Street, N.W.
Washington, DC 20549-6009
www.sec.gov
Tel (800) SEC-0330
Kemper Funds
222 South Riverside Plaza Chicago, IL 60606-5808 www.kemper.com Tel (800)
621-1048
SEC File Numbers
Kemper High Yield Fund 811-2786
Kemper High Yield Fund II 811-08983
Kemper High Yield Opportunity Fund 811-2786
Kemper Income And Capital Preservation Fund 811-2305
Kemper Short-Term U.S. Government Fund 811-5195
Kemper U.S. Government Securities Fund 811-2719
Kemper Strategic Income Fund 811-2743
Kemper U.S. Mortgage Fund 811-3440
Principal Underwriter
Kemper Distributors, Inc.
222 South Riverside Plaza Chicago, IL 60606-5808
www.kemper.com E-mail [email protected]
Tel (800) 621-1048
[LOGO] KEMPER FUNDS
Long-term investing in a short-term world(SM)
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
January 1, 2000
Kemper High Yield Fund (the "High Yield Fund")
Kemper High Yield Fund II (the "High Yield Fund II")
Kemper High Yield Opportunity Fund (the "Opportunity Fund")
Kemper Income and Capital Preservation Fund (the "Income and Capital Fund")
Kemper Short-Term U.S. Government Fund (the "Short-Term Government Fund")
Kemper Strategic Income Fund (the "Strategic Fund")
Kemper U.S. Government Securities Fund (the "Government Fund")
Kemper U.S. Mortgage Fund (the "Mortgage Fund")
222 South Riverside Plaza, Chicago, Illinois 60606
1-800-621-1048
This Statement of Additional Information is not a prospectus. It is the combined
Statement of Additional Information for each of the funds (the "Funds") listed
above. It should be read in conjunction with the combined prospectus of the
Funds dated January 1, 2000. The prospectus may be obtained without charge from
the Funds by writing to Kemper Distributors, Inc., 222 South Riverside Plaza,
Chicago, IL 60606-5808 or calling 1-800-621-1048.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
INVESTMENT RESTRICTIONS...................................................................................................3
INVESTMENT POLICIES AND TECHNIQUES........................................................................................8
BROKERAGE COMMISSIONS....................................................................................................28
INVESTMENT ADVISOR AND UNDERWRITER.......................................................................................29
PURCHASE, REPURCHASE AND REDEMPTION OF SHARES............................................................................41
DIVIDENDS AND TAXES......................................................................................................54
NET ASSET VALUE..........................................................................................................57
PERFORMANCE..............................................................................................................58
OFFICERS AND TRUSTEES....................................................................................................64
CAPITAL STRUCTURE........................................................................................................74
APPENDIX -- RATINGS OF INVESTMENTS.......................................................................................77
</TABLE>
<PAGE>
The financial statements appearing in each Fund's 1999 Annual Report to
Shareholders are incorporated herein by reference. The Annual Report for the
Fund for which this Statement of Additional Information is requested accompanies
this document.
2
<PAGE>
INVESTMENT RESTRICTIONS
Each Fund has adopted certain fundamental investment restrictions which cannot
be changed without approval of a majority of its outstanding voting shares. As
defined in the Investment Company Act of 1940, as amended (the "1940 Act") this
means the lesser of the vote of (a) 67% of the shares of the Fund present at a
meeting where more than 50% of the outstanding shares are present in person or
by proxy or (b) more than 50% of the outstanding shares of the Fund.
Each Fund has elected to be classified as a diversified series of an open-end
investment company.
1. Make loans except as permitted under the 1940 Act, as amended, and as
interpreted or modified by regulatory authority having jurisdiction, from
time to time.
2. Borrow money, except as permitted under the 1940 Act, as amended, and as
interpreted or modified by regulatory authority having jurisdiction, from
time to time.
3. Concentrate its investments in a particular industry, as that term is used
in the 1940 Act, as amended, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time.
4. Purchase or sell real estate, which term does not include securities of
companies which deal in real estate or mortgages or investments secured by
real estate or interests therein, except that the Fund reserves freedom of
action to hold and to sell real estate acquired as a result of the Fund's
ownership of securities.
5. Engage in the business of underwriting securities, except to the extent
that a Fund may be deemed to be an underwriter in connection with the
disposition of portfolio securities.
6. Issue senior securities, except as permitted under the 1940 Act, as
amended, and as interpreted or modified by regulatory authority having
jurisdiction, from time to time.
7. Purchase physical commodities or contracts relating to physical
commodities.
Short-Term Government Fund (formerly Kemper Adjustable Rate U.S. Government
Fund)
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation. The Fund did
not borrow money as permitted by its investment restriction in the latest fiscal
year and it has no present intention of borrowing during the current year.
The Fund has adopted the following non-fundamental restrictions, which may be
changed by the Board of Trustees without shareholder approval. The Short-Term
Government Fund may not:
1. Invest for the purpose of exercising control or management of another
issuer.
2. Invest more than 15% of its net assets in illiquid securities.
3. Purchase securities on margin, except to obtain such short-term credits as
may be necessary for the clearance of transactions; however, the Fund may
make margin deposits in connection with options and financial futures
transactions.
4. Make short sales of securities or maintain a short position for the account
of the Fund unless at all times when a short position is open it owns an
equal amount of such securities or owns securities which, without payment
of any further consideration, are convertible into or exchangeable for
securities of the same issue as, and equal in amount to, the securities
sold short and unless not more than 10% of the Fund's total assets is held
as collateral for such sales at any one time.
5. Pledge, hypothecate, mortgage or otherwise encumber more than 15% of its
total assets and then only to secure borrowings permitted by restriction 2
above. (The collateral arrangements with respect to options, financial
futures and delayed delivery transactions and any margin payments in
connection therewith are not deemed to be pledges or other encumbrances.)
6. Purchase more than 10% of any class of voting securities of any issuer.
3
<PAGE>
7. Purchase options, unless the aggregate premiums paid on all such options
held by the Fund at any time do not exceed 20% of its total assets; or sell
put options, if as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of its total assets.
8. Enter into futures contracts or purchase options thereon unless immediately
after the purchase, the value of the aggregate initial margin with respect
to such futures contracts entered into on behalf of the Fund and the
premiums paid for such options on futures contracts does not exceed 5% of
the fair market value of the Fund's total assets; provided that in the case
of an option that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in computing the 5% limit.
Strategic Fund (formerly Kemper Diversified Income Fund)
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation. The Fund did
not borrow money as permitted by its investment restriction in the latest fiscal
year, though it may borrow in the future as permitted by that investment
restriction. The Fund has adopted the following non-fundamental restrictions,
which may be changed by the Board of Trustees without shareholder approval. The
Strategic Fund may not:
1. Invest for the purpose of exercising control or management of another
issuer.
2. Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets,
unless immediately thereafter not more than (i) 3% of the total outstanding
voting stock of such company would be owned by the Fund, (ii) 5% of the
Fund's total assets would be invested in any one such company, and (iii)
10% of the Fund's total assets would be invested in such securities.
3. Invest more than 15% of its net assets in illiquid securities.
4. Pledge the Fund's securities or receivables or transfer or assign or
otherwise encumber them in an amount exceeding the amount of the borrowing
secured thereby.
5. Engage in margin purchases except to obtain such short-term credits as may
be necessary for the clearance of transactions; however, the Fund may make
margin deposits in connection with financial futures and options
transactions; nor may the Fund make short sales of securities or maintain a
short position unless, at all times when a short position is open, the Fund
owns an equal amount of such securities or securities convertible into or
exchangeable for securities, without payment of additional consideration,
which are equal in amount to and of the same issue as the securities sold
short and such securities are not subject to outstanding call options, and
unless not more than 10% of the Fund's net assets is held as collateral for
such sales at any one time. (Management does not intend to make such sales
except for the purpose of deferring realization of gain or loss for federal
income tax purposes.)
6. Purchase options, unless the aggregate premiums paid on all such options
held by the Fund at any time do not exceed 20% of its total assets; or sell
put options, if as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of its total assets.
7. Enter into futures contracts or purchase options thereon unless immediately
after the purchase, the value of the aggregate initial margin with respect
to such futures contracts entered into on behalf of the Fund and the
premiums paid for such options on futures contracts does not exceed 5% of
the fair market value of the Fund's total assets; provided that in the case
of an option that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in computing the 5% limit.
Government Fund
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation. The Fund did
not borrow money as permitted by its investment restriction in the latest fiscal
year and it has no present intention of borrowing during the current year. The
Government Fund has adopted the following non-fundamental restrictions which may
be changed by the Board of Trustees without shareholder approval. The Government
Fund may not:
1. Invest more than 15% of its net assets in illiquid securities.
4
<PAGE>
2. Mortgage, pledge or hypothecate any assets except in connection with any
such borrowing and in amounts not in excess of 7 1/2% of the value of the
Fund's assets at the time of such borrowing.
3. Purchase options, unless the aggregate premiums paid on all such options
held by the Fund at any time do not exceed 20% of its total assets; or sell
put options, if as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of its total assets.
4. Enter into futures contracts or purchase options thereon unless immediately
after the purchase, the value of the aggregate initial margin with respect
to such futures contracts entered into on behalf of the Fund and the
premiums paid for such options on futures contracts does not exceed 5% of
the fair market value of the Fund's total assets; provided that in the case
of an option that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in computing the 5% limit.
High Yield Fund
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation. The Fund did
not borrow money as permitted by investment restriction number 2 in the latest
fiscal year; though it may borrow in the future as permitted by that investment
restriction. The Fund has adopted the following non-fundamental restrictions,
which may be changed by the Board of Trustees without shareholder approval. The
High Yield Fund may not:
1. Invest for the purpose of exercising control or management of another
issuer.
2. Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets,
unless immediately thereafter not more than (i) 3% of the total outstanding
voting stock of such company would be owned by the Fund, (ii) 5% of the
Fund's total assets would be invested in any one such company, and (iii)
10% of the Fund's total assets would be invested in such securities.
3. Invest more than 15% of its net assets in illiquid securities.
4. Invest more than 25% of the Fund's total assets in fixed income securities
which are payable in currencies other than United States Dollars.
(Investments in such securities may involve risks which differ from
investments in securities of U.S. issuers, such as future political and
economic developments, the possible imposition of governmental restrictions
and taxes, as well as currency fluctuation.)
5. Pledge the Fund's securities or receivables or transfer or assign or
otherwise encumber them in an amount exceeding the amount of the borrowing
secured thereby.
6. Engage in margin purchases except to obtain such short-term credits as may
be necessary for the clearance of transactions; however, the Fund may make
margin deposits in connection with financial futures and options
transactions; nor may the Fund make short sales of securities or maintain a
short position unless, at all times when a short position is open, the Fund
owns an equal amount of such securities or securities convertible into or
exchangeable for securities, without payment of additional consideration,
which are equal in amount to and of the same issue as the securities sold
short and such securities are not subject to outstanding call options, and
unless not more than 10% of the Fund's net assets is held as collateral for
such sales at any one time. (Management does not intend to make such sales
except for the purpose of deferring realization of gain or loss for federal
income tax purposes.)
7. Purchase options, unless the aggregate premiums paid on all such options
held by the Fund at any time do not exceed 20% of its total assets; or sell
put options, if as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of its total assets.
8. Enter into futures contracts or purchase options thereon unless immediately
after the purchase, the value of the aggregate initial margin with respect
to such futures contracts entered into on behalf of the Fund and the
premiums paid for such options on futures contracts does not exceed 5% of
the fair market value of the Fund's total assets; provided that in the case
of an option that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in computing the 5% limit.
5
<PAGE>
High Yield Fund II
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation. The Fund did
not borrow money as permitted by investment restriction number 2 in the latest
fiscal year; though it may borrow in the future as permitted by that investment
restriction. The Fund has adopted the following non-fundamental restriction,
which may be changed by the Board of Trustees without shareholder approval. The
High Yield Fund II may not:
1. Invest more than 15% of the value of its net assets in illiquid securities.
Income and Capital Fund
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation. The Fund did
not borrow money as permitted by investment restriction number 2 in the latest
fiscal year and it has no present intention of borrowing during the current
year. The Fund has adopted the following non-fundamental restrictions, which may
be changed by the Board of Trustees without shareholder approval. The Income and
Capital Fund may not:
1. Invest for the purpose of exercising control or management of another
issuer.
2. Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets.
3. Invest more than 15% of its net assets in illiquid securities.
4. Invest in securities other than those specified under "The Fund's Main
Strategy" in the prospectus. This restriction does not prevent the Fund
from holding common stocks or other corporate securities not qualifying as
debt obligations if such securities are acquired through conversion
provisions of debt securities or from corporate reorganizations. Nor does
it prevent the holding of debt securities whose quality rating is reduced
by the rating services below those specified under "The Fund's Main
Strategy" after purchase by the Fund.
5. Purchase more than 10% of any class of securities of any issuer. All debt
securities and all preferred stocks are each considered as one class.
6. Pledge the Fund's securities or receivables or transfer or assign or
otherwise encumber them in an amount exceeding the amount of the borrowing
secured thereby.
7. Make short sales of securities, or purchase any securities on margin except
to obtain such short-term credits as may be necessary for the clearance of
transactions; however, the Fund may make margin deposits in connection with
financial futures and options transactions.
8. Purchase options, unless the aggregate premiums paid on all such options
held by the Fund at any time do not exceed 20% of its total assets; or sell
put options, if as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of its total assets.
9. Enter into futures contracts or purchase options thereon unless immediately
after the purchase, the value of the aggregate initial margin with respect
to such futures contracts entered into on behalf of the Fund and the
premiums paid for such options on futures contracts does not exceed 5% of
the fair market value of the Fund's total assets; provided that in the case
of an option that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in computing the 5% limit.
Mortgage Fund
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or total assets will not be considered a violation. The Fund
did not borrow money as permitted by investment restriction number 2 in the
latest fiscal year, and it has no present intention of borrowing
6
<PAGE>
during the current year. The Fund has adopted the following non-fundamental
restrictions, which may be changed by the Board of Trustees without shareholder
approval. The Mortgage Fund may not:
1. Purchase securities or make investments other than in accordance with its
investment objective and policies.
2. Invest more than 5% of the Fund's total assets in securities of issuers
(other than obligations of, or guaranteed by, the U.S. Government, its
agencies or instrumentalities) which with their predecessors have a record
of less than three years continuous operation, except that all or
substantially all of the assets of the Fund may be invested in another
registered investment company having the same investment objective and
substantially similar investment policies as the Fund.
3. Enter into repurchase agreements if more than 10% of the Fund's net assets
valued at the time of the transaction would be subject to repurchase
agreements maturing in more than seven days.
4. Purchase more than 10% of any class of securities of any issuer. All debt
securities and all preferred stocks are each considered as one class.
5. Invest more than 5% of the Fund's total assets in securities restricted as
to disposition under the federal securities laws (except commercial paper
issued under Section 4(2) of the Securities Act of 1933) and no more than
10% of its assets will be invested in securities which are considered
illiquid, except that all or substantially all of the assets of the Fund
may be invested in another registered investment company having the same
investment objective and substantially similar investment policies as the
Fund. (Repurchase agreements maturing in more than 7 days are considered
illiquid for purposes of this restriction.)
6. Invest for the purpose of exercising control or management of another
issuer.
7. Invest in interests in oil, gas or other mineral exploration or development
programs, although it may invest in the securities of issuers which invest
in or sponsor such programs.
8. Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets,
except that all or substantially all of the assets of the Fund may be
invested in another registered investment company having the same
investment objective and substantially similar investment policies as the
Fund.
9. Make short sales of securities, or purchase any securities on margin except
to obtain such short-term credits as may be necessary for the clearance of
transactions; however, the Fund may make margin deposits in connection with
financial futures and option transactions.
10. Purchase or retain the securities of any issuer if any of the officers,
trustees or directors of Kemper Portfolios or its investment adviser owns
beneficially more than 1/2 of 1% of the securities of such issuer and
together they own more than 5% of the securities of such issuer, except
that all or substantially all of the assets of the Fund may be invested in
another registered investment company having the same investment objective
and substantially similar investment policies as the Fund.
11. Purchase options, unless the aggregate premiums paid on all such options
held by the Fund at any time do not exceed 20% of its total assets; or sell
put options, if as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of its total assets.
12. Enter into futures contracts or purchase options thereon unless immediately
after the purchase, the value of the aggregate initial margin with respect
to such futures contracts entered into on behalf of the Fund and the
premiums paid for such options on futures contracts does not exceed 5% of
the fair market value of the Fund's total assets; provided that in the case
of an option that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in computing the 5% limit.
Opportunity Fund
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation except as
otherwise provided for in restriction number (3) above. The Fund has adopted the
following non-fundamental restrictions, which may be changed by the Board of
Trustees without shareholder approval. The Opportunity Fund may not:
1. Invest for the purpose of exercising control or management of another
issuer.
7
<PAGE>
2. Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets,
unless immediately thereafter not more than (i) 3% of the total outstanding
voting stock of such company would be owned by the Fund, (ii) 5% of the
Fund's total assets would be invested in any one such company, and (iii)
10% of the Fund's total assets would be invested in such securities.
3. Invest more than 15% of its net assets in illiquid securities.
4. Engage in margin purchases except to obtain such short-term credits as may
be necessary for the clearance of transactions; however, the Fund may make
margin deposits in connection with financial futures and options
transactions; nor may the Fund make short sales of securities or maintain a
short position unless, at all times when a short position is open, the Fund
owns an equal amount of such securities or securities convertible into or
exchangeable for securities, without payment of additional consideration,
which are equal in amount to and of the same issue as the securities sold
short and such securities are not subject to outstanding call options, and
unless not more than 10% of the Fund's net assets is held as collateral for
such sales at any one time. (Management does not intend to make such sales
except for the purpose of deferring realization of gain or loss for federal
income tax purposes.)
5. Purchase options, unless the aggregate premiums paid on all such options
held by the Fund at any time do not exceed 20% of its total assets; or sell
put options, if as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of its total assets.
6. Enter into futures contracts or purchase options thereon unless immediately
after the purchase, the value of the aggregate initial margin with respect
to such futures contracts entered into on behalf of the Fund and the
premiums paid for such options on futures contracts does not exceed 5% of
the fair market value of the Fund's total assets; provided that in the case
of an option that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in computing the 5% limit.
Master/feeder fund structure. The Board of Trustees has the discretion to retain
the current distribution arrangement for the Funds while investing in a master
fund in a master/feeder fund structure as described below.
A master/feeder fund structure is one in which a fund (a "feeder fund"), instead
of investing directly in a portfolio of securities, invests most or all of its
investment assets in a separate registered investment company (the "master
fund") with substantially the same investment objective and policies as the
feeder fund. Such a structure permits the pooling of assets of two or more
feeder funds, preserving separate identities or distribution channels at the
feeder fund level. Based on the premise that certain of the expenses of
operating an investment portfolio are relatively fixed, a larger investment
portfolio may eventually achieve a lower ratio of operating expenses to average
net assets. An existing investment company is able to convert to a feeder fund
by selling all of its investments, which involves brokerage and other
transaction costs and realization of a taxable gain or loss, or by contributing
its assets to the master fund and avoiding transaction costs and, if proper
procedures are followed, the realization of taxable gain or loss.
INVESTMENT POLICIES AND TECHNIQUES
U.S. Government Securities. There are two broad categories of U.S.
Government-related debt instruments: (a) direct obligations of the U.S.
Treasury, and (b) securities issued or guaranteed by U.S. Government agencies.
Examples of direct obligations of the U.S. Treasury are Treasury Bills, Notes,
Bonds and other debt securities issued by the U.S. Treasury. These instruments
are backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Some obligations issued or guaranteed by agencies of the U.S. Government are
backed by the full faith and credit of the United States (such as Maritime
Administration Title XI Ship Financing Bonds and Agency for International
Development Housing Guarantee Program Bonds) and others are backed only by the
rights of the issuer to borrow from the U.S. Treasury (such as Federal Home Loan
Bank Bonds and Federal National Mortgage Association Bonds). With respect to
securities supported only by the credit of the issuing agency or by an
additional line of credit with the U.S. Treasury, there is no guarantee that the
U.S. Government will provide support to such agencies and such securities may
involve risk of loss of principal and interest. U.S. Government Securities may
include "zero coupon" securities that have been stripped by the U.S. Government
of their unmatured interest coupons (see "Zero Coupon
8
<PAGE>
Government Securities" below for a discussion of their features and risks) and
collateralized obligations issued or guaranteed by a U.S. Government agency or
instrumentality (see "Collateralized Obligations" below).
U.S. Government Securities of the type in which the Funds may invest have
historically involved little risk of loss of principal if held to maturity. The
government guarantee of the U.S. Government Securities in a Fund's portfolio,
however, does not guarantee the net asset value of the shares of the Fund. There
are market risks inherent in all investments in securities and the value of an
investment in the Fund will fluctuate over time. Normally, the value of a Fund's
investments varies inversely with changes in interest rates. For example, as
interest rates rise the value of a Fund's investments will tend to decline, and
as interest rates fall the value of a Fund's investments will tend to increase.
In addition, the potential for appreciation in the event of a decline in
interest rates may be limited or negated by increased principal prepayments in
respect to certain Mortgage-Backed Securities, such as GNMA Certificates.
Prepayments of high interest rate Mortgage-Backed Securities during times of
declining interest rates will tend to lower the return of a Fund and may even
result in losses to a Fund if some securities were acquired at a premium.
Moreover, during periods of rising interest rates, prepayments of
Mortgage-Backed Securities may decline, resulting in the extension of a Fund's
average portfolio maturity. As a result, a Fund's portfolio may experience
greater volatility during periods of rising interest rates than under normal
market conditions. With respect to U.S. Government Securities supported only by
the credit of the issuing agency or by an additional line of credit with the
U.S. Treasury, there is no guarantee that the U.S. Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.
Collateralized Obligations. A Fund will currently invest in only those
collateralized obligations that are fully collateralized and that meet the
quality standards otherwise applicable to a Fund's investments. Fully
collateralized means that the collateral will generate cash flows sufficient to
meet obligations to holders of the collateralized obligations under even the
most conservative prepayment and interest rate projections. Thus, the
collateralized obligations are structured to anticipate a worst case prepayment
condition and to minimize the reinvestment rate risk for cash flows between
coupon dates for the collateralized obligations. A worst case prepayment
condition generally assumes immediate prepayment of all securities purchased at
a premium and zero prepayment of all securities purchased at a discount.
Reinvestment rate risk may be minimized by assuming very conservative
reinvestment rates and by other means such as by maintaining the flexibility to
increase principal distributions in a low interest rate environment. The
effective credit quality of the collateralized obligations in such instances is
the credit quality of the issuer of the collateral. The requirements as to
collateralization are determined by the issuer or sponsor of the collateralized
obligation in order to satisfy rating agencies, if rated. In addition to
investing in a pool of mortgages, Mortgage-Backed Securities or U.S. Government
Securities, no Fund currently intends to invest more than 20% of its total
assets in collateralized obligations that are collateralized by a pool of credit
card or automobile receivables or other types of assets. The receivables would
include amounts charged for goods and services, finance charges, late charges
and other related fees and charges. Collection of receivables may be affected by
various social, legal and economic factors affecting the use of credit and
repayment patterns, such as changes in consumer protection laws, the rate of
inflation, unemployment levels and relative interest rates. Currently, none of
the Funds intends to invest more than 10% of its total assets in inverse
floaters.
Zero Coupon Government Securities. Subject to its investment objective and
policies, a Fund may invest in zero coupon U.S. Government Securities. Zero
coupon bonds are purchased at a discount from the face amount. The buyer
receives only the right to receive a fixed payment on a certain date in the
future and does not receive any periodic interest payments. These securities may
include those created directly by the U.S. Treasury and those created as
collateralized obligations through various proprietary custodial, trust or other
relationships. The effect of owning instruments which do not make current
interest payments is that a fixed yield is earned not only on the original
investment but also, in effect, on all discount accretion during the life of the
obligation. This implicit reinvestment of earnings at the same rate eliminates
the risk of being unable to reinvest distributions at a rate as high as the
implicit yield on the zero coupon bond, but at the same time eliminates any
opportunity to reinvest earnings at higher rates. For this reason, zero coupon
bonds are subject to substantially greater price fluctuations during periods of
changing market interest rates than those of comparable securities that pay
interest currently, which fluctuation is greater as the period to maturity is
longer. Zero coupon bonds created as collateralized obligations are similar to
those created through the U.S. Treasury, but the former investments do not
provide absolute certainty of maturity or of cash flows after prior classes of
the collateralized obligations are retired. No Fund currently intends to invest
more than 20% of its net assets in zero coupon U.S. Government Securities during
the current year.
High Yield (High Risk) Bonds. The Strategic Fund may, and the High Yield, High
Yield II and Opportunity Funds do, invest a substantial portion of their assets
in fixed income securities offering high current income. Subject to its specific
investment objective and policies, the Income and Capital Fund may invest up to
20% of its assets in such securities. Such
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high yield (high risk), fixed income securities ordinarily will be in the lower
rating categories (securities rated below the fourth category) of recognized
rating agencies or will be non-rated. Lower-rated and non-rated securities,
which are commonly referred to as "junk bonds," have widely varying
characteristics and quality. These lower rated and non-rated fixed income
securities are considered, on balance, as predominantly speculative with respect
to capacity to pay interest and repay principal in accordance with the terms of
the obligation and generally will involve more credit risk than securities in
the higher rating categories. Accordingly, an investment in the Strategic, High
Yield, High Yield II or Opportunity Funds may not constitute a complete
investment program and may not be appropriate for all investors.
The market values of such securities tend to reflect individual corporate
developments to a greater extent than do those of higher rated securities, which
react primarily to fluctuations in the general level of interest rates. Such
lower rated securities also are more sensitive to economic conditions than are
higher rated securities. Adverse publicity and investor perceptions regarding
lower rated bonds, whether or not based on fundamental analysis, may depress the
prices for such securities. These and other factors adversely affecting the
market value of high yield securities will adversely affect each Fund's net
asset value.
The investment philosophy of the Strategic, High Yield, High Yield II and
Opportunity Funds with respect to high yield (high risk) bonds is based upon the
premise that over the long term a broadly diversified portfolio of high yield
fixed income securities should, even taking into account possible losses,
provide a higher net return than that achievable on a portfolio of higher rated
securities. The Funds seek to achieve the highest yields possible while reducing
relative risk through (a) broad diversification, (b) credit analysis by the
investment manager of the issuers in which the Funds invest, (c) purchase of
high yield securities at discounts from par or stated value when practicable and
(d) monitoring and seeking to anticipate changes and trends in the economy and
financial markets that might affect the prices of portfolio securities. The
investment manager's judgment as to the "reasonableness"' of the risk involved
in any particular investment will be a function of its experience in managing
fixed income investments and its evaluation of general economic and financial
conditions, a specific issuer's business and management, cash flow, earnings
coverage of interest and dividends, ability to operate under adverse economic
conditions, and fair market value of assets, and of such other considerations as
the investment manager may deem appropriate. The investment manager, while
seeking maximum current yield, will monitor current corporate developments with
respect to portfolio securities and potential investments and to broad trends in
the economy. In some circumstances, defensive strategies may be implemented to
preserve or enhance capital even at the sacrifice of current yield. Defensive
strategies, which may be used singly or in any combination, may include, but are
not limited to, investments in discount securities or investments in money
market instruments as well as futures and options strategies.
High yield (high risk) securities frequently are issued by corporations in the
growth stage of their development. They may also be issued in connection with a
corporate reorganization or a corporate takeover. Companies that issue such high
yielding securities often are highly leveraged and may not have available to
them more traditional methods of financing. Therefore, the risk associated with
acquiring the securities of such issuers generally is greater than is the case
with higher rated securities. For example, during an economic downturn or
recession, highly leveraged issuers of high yield securities may experience
financial stress. During such periods, such issuers may not have sufficient
revenues to meet their interest payment obligations. The issuer's ability to
service its debt obligations may also be adversely affected by specific
corporate developments, or the issuer's inability to meet specific projected
business forecasts, or the unavailability of additional financing. The risk of
loss from default by the issuer is significantly greater for the holders of high
yield securities because such securities are generally unsecured and are often
subordinated to other creditors of the issuer. Although some risk is inherent in
all securities ownership, holders of fixed income securities have a claim on the
assets of the issuer prior to the holders of common stock. Therefore, an
investment in fixed income securities generally entails less risk than an
investment in common stock of the same issuer.
A Fund may have difficulty disposing of certain high yield (high risk)
securities because they may have a thin trading market. Because not all dealers
maintain markets in all high yield securities, the Funds anticipate that such
securities could be sold only to a limited number of dealers or institutional
investors. The lack of a liquid secondary market may have an adverse effect on
the market price and a Fund's ability to dispose of particular issues and may
also make it more difficult for a Fund to obtain accurate market quotations for
purposes of valuing a Fund's assets. Market quotations generally are available
on many high yield issues only from a limited number of dealers and may not
necessarily represent firm bids of such dealers or prices for actual sales.
Adjustable Rate Securities. The interest rates paid on the adjustable rate
securities in which a Fund invests generally are readjusted at intervals of one
year or less to an increment over some predetermined interest rate index. There
are three main
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categories of indices: those based on U.S. Treasury securities, those derived
from a calculated measure such as a cost of funds index or those based on a
moving average of mortgage rates. Commonly used indices include the one-year,
three-year and five-year constant maturity Treasury rates, the three-month
Treasury bill rate, the 180-day Treasury bill rate, rates on longer-term
Treasury securities, the 11th District Federal Home Loan Bank Cost of Funds, the
National Median Cost of Funds, the one-month, three-month, six-month or one-year
London Interbank Offered Rate ("LIBOR"), the prime rate of a specific bank or
commercial paper rates. Some indices, such as the one-year constant maturity
Treasury rate, closely mirror changes in market interest rate levels. Others,
such as the 11th District Home Loan Bank Cost of Funds index, tend to lag behind
changes in market rate levels and tend to be somewhat less volatile.
The Mortgage-Backed Securities either issued or guaranteed by GNMA, FHLMC or
FNMA ("Certificates") are called pass-through Certificates because a pro rata
share of both regular interest and principal payments (less GNMA's FHLMC's or
FNMA's fees and any applicable loan servicing fees), as well as unscheduled
early prepayments on the underlying mortgage pool, are passed through monthly to
the holder of the Certificate (i.e., the Fund). The principal and interest on
GNMA securities are guaranteed by GNMA and backed by the full faith and credit
of the U.S. Government. FNMA guarantees full and timely payment of all interest
and principal, while FHLMC guarantees timely payment of interest and ultimate
collection of principal. Mortgage-Backed Securities from FNMA and FHLMC are not
backed by the full faith and credit of the United States; however, they are
generally considered to offer minimal credit risks. The yields provided by these
Mortgage-Backed Securities have historically exceeded the yields on other types
of U.S. Government Securities with comparable maturities in large measure due to
the prepayment risk discussed below.
If prepayments of principal are made on the underlying mortgages during periods
of rising interest rates, a Fund generally will be able to reinvest such amounts
in securities with a higher current rate of return. However, a Fund will not
benefit from increases in interest rates to the extent that interest rates rise
to the point where they cause the current coupon of adjustable rate mortgages
held as investments by a Fund to exceed the maximum allowable annual or lifetime
reset limits (or "cap rates") for a particular mortgage. Also, a Fund's net
asset value could vary to the extent that current yields on Mortgage-Backed
Securities are different than market yields during interim periods between
coupon reset dates.
During periods of declining interest rates, of course, the coupon rates may
readjust downward, resulting in lower yields to a Fund. Further, because of this
feature, the value of adjustable rate mortgages is unlikely to rise during
periods of declining interest rates to the same extent as fixed-rate
instruments. As with other Mortgage-Backed Securities, interest rate declines
may result in accelerated prepayment of mortgages, and the proceeds from such
prepayments must be reinvested at lower prevailing interest rates.
One additional difference between adjustable rate mortgages and fixed rate
mortgages is that for certain types of adjustable rate mortgage securities, the
rate of amortization of principal, as well as interest payments, can and does
change in accordance with movements in a specified, published interest rate
index. The amount of interest due to an adjustable rate mortgage security holder
is calculated by adding a specified additional amount, the "margin," to the
index, subject to limitations or "caps" on the maximum and minimum interest that
is charged to the mortgagor during the life of the mortgage or to maximum and
minimum changes to that interest rate during a given period. It is these special
characteristics that are unique to adjustable rate mortgages that a Fund
believes make them attractive investments in seeking to accomplish a Fund's
objective.
Foreign Securities. The Strategic, High Yield, High Yield II, Income and Capital
and Opportunity Funds have the discretion to invest a portion of their assets in
foreign securities that are traded principally in securities markets outside the
United States. These Funds currently limit investment in foreign securities not
publicly traded in the United States to 50% of total assets in the case of the
Strategic Fund and 25% of total assets in the case of the High Yield, High Yield
II, Income and Capital and Opportunity Funds. These Funds may also invest
without limit in U.S. Dollar denominated American Depository Receipts ("ADRs"),
which are bought and sold in the United States and are not subject to the
preceding limitation. In connection with their foreign securities investments,
these Funds may, to a limited extent, engage in foreign currency exchange,
options and futures transactions as a hedge and not for speculation.
Foreign securities involve currency risks. The U.S. Dollar value of a foreign
security tends to decrease when the value of the U.S. Dollar rises against the
foreign currency in which the security is denominated and tends to increase when
the value of the U.S. Dollar falls against such currency. Fluctuations in
exchange rates may also affect the earning power and asset value of the foreign
entity issuing the security. Dividend and interest payments may be repatriated
based on the exchange rate at the time of disbursement or payment, and
restrictions on capital flows may be imposed. Losses and other expenses may be
incurred in converting between various currencies.
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Foreign securities may be subject to foreign government taxes that reduce their
attractiveness. Other risks of investing in such securities include political or
economic instability in the country involved, the difficulty of predicting
international trade patterns and the possible imposition of exchange controls.
The prices of such securities may be more volatile than those of domestic
securities and the markets for such securities may be less liquid. In addition,
there may be less publicly available information about foreign issuers than
about domestic issuers. Many foreign issuers are not subject to uniform
accounting, auditing and financial reporting standards comparable to those
applicable to domestic issuers. There is generally less regulation of stock
exchanges, brokers, banks and listed companies abroad than in the United States.
With respect to certain foreign countries, there is a possibility of
expropriation or diplomatic developments that could affect investment in these
countries.
Fixed Income. Since most foreign fixed income securities are not rated, a Fund
will invest in foreign fixed income securities based on the investment manager's
analysis without relying on published ratings. Since such investments will be
based upon the investment manager's analysis rather than upon published ratings,
achievement of a Fund's goals may depend more upon the abilities of the
investment manager than would otherwise be the case.
The value of the foreign fixed income securities held by a Fund, and thus the
net asset value of a Fund's shares, generally will fluctuate with (a) changes in
the perceived creditworthiness of the issuers of those securities, (b) movements
in interest rates, and (c) changes in the relative values of the currencies in
which a Fund's investments in fixed income securities are denominated with
respect to the U.S. Dollar. The extent of the fluctuation will depend on various
factors, such as the average maturity of a Fund's investments in foreign fixed
income securities, and the extent to which a Fund hedges its interest rate,
credit and currency exchange rate risks. Many of the foreign fixed income
obligations in which a Fund will invest will have long maturities. A longer
average maturity generally is associated with a higher level of volatility in
the market value of such securities in response to changes in market conditions.
Investments in sovereign debt, including Brady Bonds, involve special risks.
Brady Bonds are debt securities issued under a plan implemented to allow debtor
nations to restructure their outstanding commercial bank indebtedness. Foreign
governmental issuers of debt or the governmental authorities that control the
repayment of the debt may be unable or unwilling to repay principal or pay
interest when due. In the event of default, there may be limited or no legal
recourse in that, generally, remedies for defaults must be pursued in the courts
of the defaulting party. Political conditions, especially a sovereign entity's
willingness to meet the terms of its fixed income securities, are of
considerable significance. Also, there can be no assurance that the holders of
commercial bank loans to the same sovereign entity may not contest payments to
the holders of sovereign debt in the event of default under commercial bank loan
agreements. In addition, there is no bankruptcy proceeding with respect to
sovereign debt on which a sovereign has defaulted, and a Fund may be unable to
collect all or any part of its investment in a particular issue. Foreign
investment in certain sovereign debt is restricted or controlled to varying
degrees, including requiring governmental approval for the repatriation of
income, capital or proceed of sales by foreign investors. These restrictions or
controls may at times limit or preclude foreign investment in certain sovereign
debt or increase the costs and expenses of a Fund. A significant portion of the
sovereign debt in which a Fund may invest is issued as part of debt
restructuring and such debt is to be considered speculative. There is a history
of defaults with respect to commercial bank loans by public and private entities
issuing Brady Bonds. All or a portion of the interest payments and/or principal
repayment with respect to Brady Bonds may be uncollateralized.
Emerging Markets. A Fund's investments in foreign securities may be in developed
countries or in countries considered by a Fund's investment manager to be
developing or "emerging" markets, which involve exposure to economic structures
that are generally less diverse and mature than in the United States, and to
political systems that may be less stable. A developing or emerging market
country can be considered to be a country that is in the initial stages of its
industrialization cycle. Currently, emerging markets generally include every
country in the world other than the United States, Canada, Japan, Australia, New
Zealand, Hong Kong, Singapore and most Western European countries. Currently,
investing in many emerging markets may not be desirable or feasible because of
the lack of adequate custody arrangements for a Fund's assets, overly burdensome
repatriation and similar restrictions, the lack of organized and liquid
securities markets, unacceptable political risks or other reasons. As
opportunities to invest in securities in emerging markets develop, a Fund may
expand and further broaden the group of emerging markets in which it invests. In
the past, markets of developing or emerging market countries have been more
volatile than the markets of developed countries; however, such markets often
have provided higher rates of return to investors. The investment manager
believes that these characteristics can be expected to continue in the future.
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Many of the risks described herein relating to foreign securities generally will
be greater for emerging markets than for developed countries. For instance,
economies in individual developing markets may differ favorably or unfavorably
from the U.S. economy in such respects as growth of gross domestic product,
rates of inflation, currency depreciation, capital reinvestment, resource
self-sufficiency and balance of payments positions. Many emerging markets have
experienced substantial rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative
effects on the economies and securities markets of certain developing markets.
Economies in emerging markets generally are dependent heavily upon international
trade and, accordingly, have been and may continue to be affected adversely by
trade barriers, exchange controls, managed adjustments in relative currency
values and other protectionist measures imposed or negotiated by the countries
with which they trade. These economies also have been and may continue to be
affected adversely by economic conditions in the countries with which they
trade.
Also, the securities markets of developing countries are substantially smaller,
less developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure, regulatory and
accounting standards in many respects are less stringent than in the United
States and other developed markets. There also may be a lower level of
monitoring and regulation of developing markets and the activities of investors
in such markets, and enforcement of existing regulations has been extremely
limited.
In addition, brokerage commissions, custodial services and other costs relating
to investment in foreign markets generally are more expensive than in the United
States; this is particularly true with respect to emerging markets.
Such markets have different settlement and clearance procedures. In certain
markets there have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult to conduct such
transactions. Such settlement problems may cause emerging market securities to
be illiquid. The inability of a Fund to make intended securities purchases due
to settlement problems could cause a Fund to miss attractive investment
opportunities. Inability to dispose of a portfolio security caused by settlement
problems could result either in losses to a Fund due to subsequent declines in
value of the portfolio security or, if a Fund has entered into a contract to
sell the security, could result in possible liability to the purchaser. Certain
emerging markets may lack clearing facilities equivalent to those in developed
countries. Accordingly, settlements can pose additional risks in such markets
and ultimately can expose a Fund to the risk of losses resulting from a Fund's
inability to recover from a counterparty.
The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading securities may cease or may be
substantially curtailed and prices for a Fund's portfolio securities in such
markets may not be readily available. A Fund's portfolio securities in the
affected markets will be valued at fair value determined in good faith by or
under the direction of the Board of Trustees.
Investment in certain emerging market securities is restricted or controlled to
varying degrees. These restrictions or controls may at times limit or preclude
foreign investment in certain emerging market securities and increase the costs
and expenses of a Fund. Emerging markets may require governmental approval for
the repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in an
emerging market's balance of payments, the market could impose temporary
restrictions on foreign capital remittances.
Privatized Enterprises. Investments in foreign securities may include securities
issued by enterprises that have undergone or are currently undergoing
privatization. The governments of certain foreign countries have, to varying
degrees, embarked on privatization programs contemplating the sale of all or
part of their interests in state enterprises. A Fund's investments in the
securities of privatized enterprises include privately negotiated investments in
a government or state-owned or controlled company or enterprise that has not yet
conducted an initial equity offering, investments in the initial offering of
equity securities of a state enterprise or former state enterprise and
investments in the securities of a state enterprise following its initial equity
offering.
In certain jurisdictions, the ability of foreign entities, such as a Fund, to
participate in privatizations may be limited by local law, or the price or terms
on which a Fund may be able to participate may be less advantageous than for
local investors. Moreover, there can be no assurance that governments that have
embarked on privatization programs will continue to divest their ownership of
state enterprises, that proposed privatizations will be successful or that
governments will not re-nationalize enterprises that have been privatized.
In the case of the enterprises in which a Fund may invest, large blocks of the
stock of those enterprises may be held by a small group of stockholders, even
after the initial equity offerings by those enterprises. The sale of some
portion or all of those blocks could have an adverse effect on the price of the
stock of any such enterprise.
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Prior to making an initial equity offering, most state enterprises or former
state enterprises go through an internal reorganization or management. Such
reorganizations are made in an attempt to better enable these enterprises to
compete in the private sector. However, certain reorganizations could result in
a management team that does not function as well as the enterprises' prior
management and may have a negative effect on such enterprise. In addition, the
privatization of an enterprise by its government may occur over a number of
years, with the government continuing to hold a controlling position in the
enterprise even after the initial equity offering for the enterprise.
Prior to privatization, most of the state enterprises in which a Fund may invest
enjoy the protection of and receive preferential treatment from the respective
sovereigns that own or control them. After making an initial equity offering
these enterprises may no longer have such protection or receive such
preferential treatment and may become subject to market competition from which
they were previously protected. Some of these enterprises may not be able to
operate effectively in a competitive market and may suffer losses or experience
bankruptcy due to such competition.
Depository Receipts. For many foreign securities, there are U.S. Dollar
denominated ADRs, which are bought and sold in the United States and are issued
by domestic banks. ADRs represent the right to receive securities of foreign
issuers deposited in the domestic bank or a correspondent bank. ADRs do not
eliminate all the risk inherent in investing in the securities of foreign
issuers, such as changes in foreign currency exchange rates. However, by
investing in ADRs rather than directly in foreign issuers' stock, a Fund avoids
currency risks during the settlement period. In general, there is a large,
liquid market in the United States for most ADRs. The Funds may also invest in
securities of foreign issuers in the form of European Depository Receipts
("EDRs") and Global Depository Receipts ("GDRs") which are receipts evidencing
an arrangement with a European bank similar to that for ADRs and are designed
for use in the European and other foreign securities markets. EDRs and GDRs are
not necessarily denominated in the currency of the underlying security.
Kemper High Yield Opportunity Fund may invest a portion of its assets in
Standard & Poor's Depository Receipts ("SPDRs"). SPDRs typically trade like a
share of common stock and provide investment results that generally correspond
to the price and yield performance of the component common stocks of the S&P 500
Index. There can be no assurance that this can be accomplished, as it may not be
possible for a Fund to maintain exactly the composition and relative weightings
of the S&P 500 Index securities. SPDRs are subject to the risks of an investment
in a broadly based portfolio of common stocks, including the risk that the
general level of stock prices may decline, thereby adversely affecting the value
of such investment. SPDRs are also subject to risks other than those associated
with an investment in a broadly-based portfolio of common stocks in that the
selection of the stocks included in a Fund may affect trading in SPDRs, as
compared with trading in a broadly based portfolio of common stocks.
Strategic Transactions and Derivatives. Each Fund may, but is not required to,
utilize various other investment strategies as described below for a variety of
purposes, such as hedging various market risks, managing the effective maturity
or duration of the fixed-income securities in each Fund's portfolio or enhancing
potential gain. These strategies may be executed through the use of derivative
contracts.
In the course of pursuing these investment strategies, a Fund may purchase and
sell exchange-listed and over-the-counter put and call options on securities,
equity and fixed-income indices and other instruments, purchase and sell futures
contracts and options thereon, enter into various transactions such as swaps,
caps, floors, collars, currency forward contracts, currency futures contracts,
currency swaps or options on currencies, or currency futures and various other
currency transactions (collectively, all the above are called "Strategic
Transactions"). In addition, strategic transactions may also include new
techniques, instruments or strategies that are permitted as regulatory changes
occur. Strategic Transactions may be used without limit (subject to certain
limits imposed by the 1940 Act) to attempt to protect against possible changes
in the market value of securities held in or to be purchased for a Fund's
portfolio resulting from securities markets or currency exchange rate
fluctuations, to protect a Fund's unrealized gains in the value of its portfolio
securities, to facilitate the sale of such securities for investment purposes,
to manage the effective maturity or duration of a Fund's portfolio, or to
establish a position in the derivatives markets as a substitute for purchasing
or selling particular securities. Some Strategic Transactions may also be used
to enhance potential gain although no more than 5% of a Fund's assets will be
committed to Strategic Transactions entered into for non-hedging purposes. Any
or all of these investment techniques may be used at any time and in any
combination, and there is no particular strategy that dictates the use of one
technique rather than another, as use of any Strategic Transaction is a function
of numerous variables including market conditions. The ability of a Fund to
utilize these Strategic Transactions successfully will depend on the Adviser's
ability to predict pertinent market movements, which cannot be assured. Each
Fund will comply with applicable regulatory requirements when implementing these
strategies, techniques
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and instruments. Strategic Transactions will not be used to alter fundamental
investment purposes and characteristics of a Fund, and each Fund will segregate
assets (or as provided by applicable regulations, enter into certain offsetting
positions) to cover its obligations under options, futures and swaps to limit
leveraging of a Fund.
Strategic Transactions, including derivative contracts, have risks associated
with them including possible default by the other party to the transaction,
illiquidity and, to the extent the Adviser's view as to certain market movements
is incorrect, the risk that the use of such Strategic Transactions could result
in losses greater than if they had not been used. Use of put and call options
may result in losses to a Fund, force the sale or purchase of portfolio
securities at inopportune times or for prices higher than (in the case of put
options) or lower than (in the case of call options) current market values,
limit the amount of appreciation a Fund can realize on its investments or cause
a Fund to hold a security it might otherwise sell. The use of currency
transactions can result in a Fund incurring losses as a result of a number of
factors including the imposition of exchange controls, suspension of
settlements, or the inability to deliver or receive a specified currency. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of a Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring substantial
losses, if at all. Although the use of futures and options transactions for
hedging should tend to minimize the risk of loss due to a decline in the value
of the hedged position, at the same time they tend to limit any potential gain
which might result from an increase in value of such position. Finally, the
daily variation margin requirements for futures contracts would create a greater
ongoing potential financial risk than would purchases of options, where the
exposure is limited to the cost of the initial premium. Losses resulting from
the use of Strategic Transactions would reduce net asset value, and possibly
income, and such losses can be greater than if the Strategic Transactions had
not been utilized.
General Characteristics of Options. Put options and call options typically have
similar structural characteristics and operational mechanics regardless of the
underlying instrument on which they are purchased or sold. Thus, the following
general discussion relates to each of the particular types of options discussed
in greater detail below. In addition, many Strategic Transactions involving
options require segregation of Fund assets in special accounts, as described
below under "Use of Segregated and Other Special Accounts."
A put option gives the purchaser of the option, upon payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
For instance, a Fund's purchase of a put option on a security might be designed
to protect its holdings in the underlying instrument (or, in some cases, a
similar instrument) against a substantial decline in the market value by giving
a Fund the right to sell such instrument at the option exercise price. A call
option, upon payment of a premium, gives the purchaser of the option the right
to buy, and the seller the obligation to sell, the underlying instrument at the
exercise price. A Fund's purchase of a call option on a security, financial
future, index, currency or other instrument might be intended to protect a Fund
against an increase in the price of the underlying instrument that it intends to
purchase in the future by fixing the price at which it may purchase such
instrument. An American style put or call option may be exercised at any time
during the option period while a European style put or call option may be
exercised only upon expiration or during a fixed period prior thereto. Each Fund
is authorized to purchase and sell exchange listed options and over-the-counter
options ("OTC options"). Exchange listed options are issued by a regulated
intermediary such as the Options Clearing Corporation ("OCC"), which guarantees
the performance of the obligations of the parties to such options. The
discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.
With certain exceptions, OCC issued and exchange listed options
generally settle by physical delivery of the underlying security or currency,
although in the future cash settlement may become available. Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is "in-the-money" (i.e., where the value of the underlying instrument
exceeds, in the case of a call option, or is less than, in the case of a put
option, the exercise price of the option) at the time the option is exercised.
Frequently, rather than taking or making delivery of the underlying instrument
through the process of exercising the option, listed options are closed by
entering into offsetting purchase or sale transactions that do not result in
ownership of the new option.
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A Fund's ability to close out its position as a purchaser or seller of
an OCC or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. Each
Fund will only sell OTC options (other than OTC currency options) that are
subject to a buy-back provision permitting a Fund to require the Counterparty to
sell the option back to a Fund at a formula price within seven days. Each Fund
expects generally to enter into OTC options that have cash settlement
provisions, although it is not required to do so.
Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty fails to
make or take delivery of the security, currency or other instrument underlying
an OTC option it has entered into with a Fund or fails to make a cash settlement
payment due in accordance with the terms of that option, a Fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Adviser must assess the creditworthiness of each
such Counterparty or any guarantor or credit enhancement of the Counterparty's
credit to determine the likelihood that the terms of the OTC option will be
satisfied. Each Fund will engage in OTC option transactions only with U.S.
government securities dealers recognized by the Federal Reserve Bank of New York
as "primary dealers" or broker/dealers, domestic or foreign banks or other
financial institutions which have received (or the guarantors of the obligation
of which have received) a short-term credit rating of A-1 from S&P or P-1 from
Moody's or an equivalent rating from any nationally recognized statistical
rating organization ("NRSRO") or, in the case of OTC currency transactions, are
determined to be of equivalent credit quality by the Adviser. The staff of the
Securities and Exchange Commission (the "SEC") currently takes the position that
OTC options purchased by a Fund, and portfolio securities "covering" the amount
of a Fund's obligation pursuant to an OTC option sold by it (the cost of the
sell-back plus the in-the-money amount, if any) are illiquid, and are subject to
each Fund's limitation on investing no more than 15% of its net assets in
illiquid securities.
If a Fund sells a call option, the premium that it receives may serve
as a partial hedge, to the extent of the option premium, against a decrease in
the value of the underlying securities or instruments in its portfolio or will
increase a Fund's income. The sale of put options can also provide income.
Each Fund may purchase and sell call options on securities including
U.S. Treasury and agency securities, mortgage-backed securities, foreign
sovereign debt, corporate debt securities, equity securities (including
convertible securities) and Eurodollar instruments that are traded on U.S. and
foreign securities exchanges and in the over-the-counter markets, and on
securities indices, currencies and futures contracts. All calls sold by a Fund
must be "covered" (i.e., a Fund must own the securities or futures contract
subject to the call) or must meet the asset segregation requirements described
below as long as the call is outstanding. Even though a Fund will receive the
option premium to help protect it against loss, a call sold by a Fund exposes
that Fund during the term of the option to possible loss of opportunity to
realize appreciation in the market price of the underlying security or
instrument and may require that Fund to hold a security or instrument which it
might otherwise have sold.
Each Fund may purchase and sell put options on securities including
U.S. Treasury and agency securities, mortgage-backed securities, foreign
sovereign debt, corporate debt securities, equity securities (including
convertible
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securities) and Eurodollar instruments (whether or not it holds the above
securities in its portfolio), and on securities indices, currencies and futures
contracts other than futures on individual corporate debt and individual equity
securities. Each Fund will not sell put options if, as a result, more than 50%
of a Fund's assets would be required to be segregated to cover its potential
obligations under such put options other than those with respect to futures and
options thereon. In selling put options, there is a risk that a Fund may be
required to buy the underlying security at a disadvantageous price above the
market price.
General Characteristics of Futures. Each Fund may enter into futures contracts
or purchase or sell put and call options on such futures as a hedge against
anticipated interest rate, currency or equity market changes, and for duration
management, risk management, and return enhancement purposes. Futures are
generally bought and sold on the commodities exchanges where they are listed,
with payment of initial and variation margin as described below. The sale of a
futures contract creates a firm obligation by a Fund, as seller, to deliver to
the buyer the specific type of instrument called for in the contract at a
specific future time for a specified price (or, with respect to index futures
and Eurodollar instruments, the net cash amount). Options on futures contracts
are similar to options on securities except that an option on a futures contract
gives the purchaser the right in return for the premium paid to assume a
position in a futures contract and obligates the seller to deliver such
position.
Each Fund's use of futures and options thereon will in all cases be
consistent with applicable regulatory requirements and in particular the rules
and regulations of the Commodity Futures Trading Commission and will be entered
into for bona fide hedging, risk management (including duration management) or
other portfolio and return enhancement management purposes. Typically,
maintaining a futures contract or selling an option thereon requires a Fund to
deposit with a financial intermediary as security for its obligations an amount
of cash or other specified assets (initial margin) which initially is typically
1% to 10% of the face amount of the contract (but may be higher in some
circumstances). Additional cash or assets (variation margin) may be required to
be deposited thereafter on a daily basis as the mark to market value of the
contract fluctuates. The purchase of an option on financial futures involves
payment of a premium for the option without any further obligation on the part
of a Fund. If a Fund exercises an option on a futures contract it will be
obligated to post initial margin (and potential subsequent variation margin) for
the resulting futures position just as it would for any position. Futures
contracts and options thereon are generally settled by entering into an
offsetting transaction but there can be no assurance that the position can be
offset prior to settlement at an advantageous price, nor that delivery will
occur.
Each Fund will not enter into a futures contract or related option
(except for closing transactions) if, immediately thereafter, the sum of the
amount of its initial margin and premiums on open futures contracts and options
thereon would exceed 5% of that Fund's total assets (taken at current value);
however, in the case of an option that is in-the-money at the time of the
purchase, the in-the-money amount may be excluded in calculating the 5%
limitation. The segregation requirements with respect to futures contracts and
options thereon are described below.
Options on Securities Indices and Other Financial Indices. Each Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through the sale or purchase of options on individual securities or other
instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, they settle by cash
settlement, i.e., an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option (except if, in the case
of an OTC option, physical delivery is specified). This amount of cash is equal
to the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry or
other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.
Currency Transactions. Each Fund may engage in currency transactions with
Counterparties primarily in order to hedge, or manage the risk of the value of
portfolio holdings denominated in particular currencies against fluctuations in
relative value. Currency transactions include forward currency contracts,
exchange listed currency futures, exchange listed and OTC options on currencies,
and currency swaps. A forward currency contract involves a privately negotiated
obligation to purchase or sell (with delivery generally required) a specific
currency at a future date, which may be any fixed number of
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days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract. A currency swap is an agreement to exchange cash flows
based on the notional difference among two or more currencies and operates
similarly to an interest rate swap, which is described below. Each Fund may
enter into currency transactions with Counterparties which have received (or the
guarantors of the obligations which have received) a credit rating of A-1 or P-1
by S&P or Moody's, respectively, or that have an equivalent rating from a NRSRO
or (except for OTC currency options) are determined to be of equivalent credit
quality by the Adviser.
Each Fund's dealings in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps generally
will be limited to hedging involving either specific transactions or portfolio
positions except as described below. Transaction hedging is entering into a
currency transaction with respect to specific assets or liabilities of a Fund,
which will generally arise in connection with the purchase or sale of its
portfolio securities or the receipt of income therefrom. Position hedging is
entering into a currency transaction with respect to portfolio security
positions denominated or generally quoted in that currency.
Each Fund generally will not enter into a transaction to hedge currency
exposure to an extent greater, after netting all transactions intended wholly or
partially to offset other transactions, than the aggregate market value (at the
time of entering into the transaction) of the securities held in its portfolio
that are denominated or generally quoted in or currently convertible into such
currency, other than with respect to proxy hedging or cross hedging as described
below.
Each Fund may also cross-hedge currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which that Fund has or in which that Fund
expects to have portfolio exposure.
To reduce the effect of currency fluctuations on the value of existing
or anticipated holdings of portfolio securities, each Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which a Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a commitment or option to sell a currency whose
changes in value are generally considered to be correlated to a currency or
currencies in which some or all of a Fund's portfolio securities are or are
expected to be denominated, in exchange for U.S. dollars. The amount of the
commitment or option would not exceed the value of that Fund's securities
denominated in correlated currencies. For example, if the Adviser considers that
the Austrian schilling is correlated to the German deutschemark (the "D-mark"),
a Fund holds securities denominated in schillings and the Adviser believes that
the value of schillings will decline against the U.S. dollar, the Adviser may
enter into a commitment or option to sell D-marks and buy dollars. Currency
hedging involves some of the same risks and considerations as other transactions
with similar instruments. Currency transactions can result in losses to a Fund
if the currency being hedged fluctuates in value to a degree or in a direction
that is not anticipated. Further, there is the risk that the perceived
correlation between various currencies may not be present or may not be present
during the particular time that a Fund is engaging in proxy hedging. If a Fund
enters into a currency hedging transaction, that Fund will comply with the asset
segregation requirements described below.
Risks of Currency Transactions. Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency control
is of great importance to the issuing governments and influences economic
planning and policy, purchases and sales of currency and related instruments can
be negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to a Fund if it is unable to deliver or receive currency or funds in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs. Buyers and sellers of currency futures are subject to the
same risks that apply to the use of futures generally. Further, settlement of a
currency futures contract for the purchase of most currencies must occur at a
bank based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on such
options is subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.
Combined Transactions. Each Fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions ("component" transactions), instead of a single Strategic
Transaction, as part of a single or combined strategy when, in the opinion of
the Adviser, it is in
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the best interests of a Fund to do so. A combined transaction will usually
contain elements of risk that are present in each of its component transactions.
Although combined transactions are normally entered into based on the Adviser's
judgment that the combined strategies will reduce risk or otherwise more
effectively achieve the desired portfolio management goal, it is possible that
the combination will instead increase such risks or hinder achievement of the
portfolio management objective.
Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which
each Fund may enter are interest rate, currency, index and other swaps and the
purchase or sale of related caps, floors and collars. Each Fund expects to enter
into these transactions primarily to preserve a return or spread on a particular
investment or portion of its portfolio, to protect against currency
fluctuations, as a duration management technique or to protect against any
increase in the price of securities a Fund anticipates purchasing at a later
date. Each Fund will not sell interest rate caps or floors where it does not own
securities or other instruments providing the income stream a Fund may be
obligated to pay. Interest rate swaps involve the exchange by a Fund with
another party of their respective commitments to pay or receive interest, e.g.,
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference indices. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.
Each Fund will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with a Fund receiving or paying, as the case may
be, only the net amount of the two payments. Inasmuch as a Fund will segregate
assets (or enter into offsetting positions) to cover its obligations under
swaps, the Adviser and the Funds believe such obligations do not constitute
senior securities under the 1940 Act and, accordingly, will not treat them as
being subject to its borrowing restrictions. Each Fund will not enter into any
swap, cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the Counterparty, combined with any
credit enhancements, is rated at least A by S&P or Moody's or has an equivalent
rating from a NRSRO or is determined to be of equivalent credit quality by the
Adviser. If there is a default by the Counterparty, a Fund may have contractual
remedies pursuant to the agreements related to the transaction. The swap market
has grown substantially in recent years with a large number of banks and
investment banking firms acting both as principals and as agents utilizing
standardized swap documentation. As a result, the swap market has become
relatively liquid. Caps, floors and collars are more recent innovations for
which standardized documentation has not yet been fully developed and,
accordingly, they are less liquid than swaps.
Eurodollar Instruments. Each Fund may make investments in Eurodollar
instruments. Eurodollar instruments are U.S. dollar-denominated futures
contracts or options thereon which are linked to the London Interbank Offered
Rate ("LIBOR"), although foreign currency-denominated instruments are available
from time to time. Eurodollar futures contracts enable purchasers to obtain a
fixed rate for the lending of funds and sellers to obtain a fixed rate for
borrowings. The Funds might use Eurodollar futures contracts and options thereon
to hedge against changes in LIBOR, to which many interest rate swaps and
fixed-income instruments are linked.
Risks of Strategic Transactions Outside the U.S. When conducted outside the
U.S., Strategic Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees, and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of such positions also
could be adversely affected by: (i) other complex foreign political, legal and
economic factors, (ii) lesser availability than in the U.S. of data on which to
make trading decisions, (iii) delays in a Fund's ability to act upon economic
events occurring in foreign markets during non-business hours in the U.S., (iv)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the U.S., and (v) lower trading volume and
liquidity.
Use of Segregated and Other Special Accounts. Many Strategic Transactions, in
addition to other requirements, require that each Fund segregate cash or liquid
assets with its custodian to the extent that obligations are not otherwise
"covered" through ownership of the underlying security, financial instrument or
currency. In general, either the full amount of any obligation by a Fund to pay
or deliver securities or assets must be covered at all times by the securities,
instruments or
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currency required to be delivered, or, subject to any regulatory restrictions,
an amount of cash or liquid assets at least equal to the current amount of the
obligation must be segregated with the custodian. The segregated assets cannot
be sold or transferred unless equivalent assets are substituted in their place
or it is no longer necessary to segregate them. For example, a call option
written by a Fund will require that Fund to hold the securities subject to the
call (or securities convertible into the needed securities without additional
consideration) or to segregate cash or liquid assets sufficient to purchase and
deliver the securities if the call is exercised. A call option sold by a Fund on
an index will require that Fund to own portfolio securities which correlate with
the index or to segregate cash or liquid assets equal to the excess of the index
value over the exercise price on a current basis. A put option written by a Fund
requires that Fund to segregate cash or liquid assets equal to the exercise
price.
Except when a Fund enters into a forward contract for the purchase or
sale of a security denominated in a particular currency, which requires no
segregation, a currency contract which obligates a Fund to buy or sell currency
will generally require that Fund to hold an amount of that currency or liquid
assets denominated in that currency equal to that Fund's obligations or to
segregate liquid assets equal to the amount of that Fund's obligation.
OTC options entered into by a Fund, including those on securities,
currency, financial instruments or indices and OCC issued and exchange listed
index options, will generally provide for cash settlement. As a result, when a
Fund sells these instruments it will only segregate an amount of cash or liquid
assets equal to its accrued net obligations, as there is no requirement for
payment or delivery of amounts in excess of the net amount. These amounts will
equal 100% of the exercise price in the case of a non cash-settled put, the same
as an OCC guaranteed listed option sold by a Fund, or the in-the-money amount
plus any sell-back formula amount in the case of a cash-settled put or call. In
addition, when a Fund sells a call option on an index at a time when the
in-the-money amount exceeds the exercise price, that Fund will segregate, until
the option expires or is closed out, cash or cash equivalents equal in value to
such excess. OCC issued and exchange listed options sold by a Fund other than
those above generally settle with physical delivery, or with an election of
either physical delivery or cash settlement and that Fund will segregate an
amount of cash or liquid assets equal to the full value of the option. OTC
options settling with physical delivery, or with an election of either physical
delivery or cash settlement will be treated the same as other options settling
with physical delivery.
In the case of a futures contract or an option thereon, a Fund must
deposit initial margin and possible daily variation margin in addition to
segregating cash or liquid assets sufficient to meet its obligation to purchase
or provide securities or currencies, or to pay the amount owed at the expiration
of an index-based futures contract. Such liquid assets may consist of cash, cash
equivalents, liquid debt or equity securities or other acceptable assets.
With respect to swaps, a Fund will accrue the net amount of the excess,
if any, of its obligations over its entitlements with respect to each swap on a
daily basis and will segregate an amount of cash or liquid securities having a
value equal to the accrued excess. Caps, floors and collars require segregation
of assets with a value equal to a Fund's net obligation, if any.
Strategic Transactions may be covered by other means when consistent
with applicable regulatory policies. Each Fund may also enter into offsetting
transactions so that its combined position, coupled with any segregated cash or
liquid assets, equals its net outstanding obligation in related options and
Strategic Transactions. For example, a Fund could purchase a put option if the
strike price of that option is the same or higher than the strike price of a put
option sold by that Fund. Moreover, instead of segregating assets if a Fund held
a futures or forward contract, it could purchase a put option on the same
futures or forward contract with a strike price as high or higher than the price
of the contract held. Other Strategic Transactions may also be offset in
combinations. If the offsetting transaction terminates at the time of or after
the primary transaction no segregation is required, but if it terminates prior
to such time, cash or liquid assets equal to any remaining obligation would need
to be segregated.
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Delayed Delivery Transactions. The Funds may purchase or sell portfolio
securities on a when-issued or delayed delivery basis. When-issued or delayed
delivery transactions involve a commitment by a Fund to purchase or sell
securities with payment and delivery to take place in the future (not to exceed
120 days from trade date for the Government Fund) in order to secure what is
considered to be an advantageous price or yield to a Fund at the time of
entering into the transaction. When a Fund enters into a delayed delivery
transaction, it becomes obligated to purchase securities and it has all of the
rights and risks attendant to ownership of a security, although delivery and
payment occur at a later date. The value of fixed income securities to be
delivered in the future will fluctuate as interest rates vary. At the time a
Fund makes the commitment to purchase a security on a when-issued or delayed
delivery basis, it will record the transaction and reflect the liability for the
purchase and the value of the security in determining its net asset value.
Likewise, at the time a Fund makes the commitment to sell a security on a
delayed delivery basis, it will record the transaction and include the proceeds
to be received in determining its net asset value; accordingly, any fluctuations
in the value of the security sold pursuant to a delayed delivery commitment are
ignored in calculating net asset value so long as the commitment remains in
effect. The Fund generally has the ability to close out a purchase obligation on
or before the settlement date, rather than take delivery of the security.
Because a Fund is required to set aside cash or other liquid securities to
satisfy its commitments to purchase when-issued or delayed delivery securities,
flexibility to manage a Fund's investments may be limited if commitments to
purchase when-issued or delayed delivery securities were to exceed 25% of the
value of its assets. To the extent a Fund engages in when-issued or delayed
delivery purchases, it will do so for the purpose of acquiring portfolio
securities consistent with a Fund's investment objective and policies. A Fund
reserves the right to sell these securities before the settlement date if deemed
advisable. In when-issued or delayed delivery transactions, delivery of the
securities occurs beyond normal settlement periods, but a Fund would not pay for
such securities or start earning interest on them until they are delivered.
However, when a Fund purchases securities on a when-issued or delayed delivery
basis, it immediately assumes the risks of ownership, including the risk of
price fluctuation. Failure to deliver a security purchased on a when-issued or
delayed delivery basis may result in a loss or missed opportunity to make an
alternative investment. Depending on market conditions, a Fund's when-issued and
delayed delivery purchase commitments could cause its net asset value per share
to be more volatile, because such securities may increase the amount by which
its total assets, including the value of when-issued and delayed delivery
securities it holds, exceed its net assets.
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Short Sales Against-the-Box. The Short-Term Government, Strategic and Mortgage
Funds may each make short sales against-the-box. A short sale "against-the-box"
is a short sale in which the Fund owns at least an equal amount of the
securities sold short or securities convertible into or exchangeable for,
without payment of any further consideration, securities of the same issue as,
and at least equal in amount to, the securities sold short. A Fund may engage in
such short sales only to the extent that not more than 10% of the Fund's total
assets (determined at the time of the short sale) is held as collateral for such
sales. No Fund currently intends, however, to engage in such short sales to the
extent that more than 5% of its net assets will be held as collateral therefor
during the current year.
Repurchase Agreements. Each Fund may invest in repurchase agreements, under
which it acquires ownership of a security and the broker-dealer or bank agrees
to repurchase the security at a mutually agreed upon time and price, thereby
determining the yield during a Fund's holding period. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Fund might
have expenses in enforcing its rights, and could experience losses, including a
decline in the value of the underlying securities and loss of income. The
securities underlying a repurchase agreement will be marked-to-market every
business day so that the value of such securities is at least equal to the
investment value of the repurchase agreement, including any accrued interest
thereon. In addition, a Fund must take physical possession of
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the security or receive written confirmation of the purchase and a custodial or
safekeeping receipt from a third party or be recorded as the owner of the
security through the Federal Reserve Book-Entry System. Repurchase agreements
will be limited to transactions with financial institutions believed by the
investment manager to present minimal credit risk. The investment manager will
monitor on an on-going basis the creditworthiness of the broker-dealers and
banks with which the Funds may engage in repurchase agreements. Repurchase
agreements maturing in more than seven days will be considered as illiquid for
purposes of the Funds' limitations on illiquid securities.
Lending of Portfolio Securities. Consistent with applicable regulatory
requirements, the Funds (other than the Government Fund) may lend securities
(principally to broker-dealers) without limit where such loans are callable at
any time and are continuously secured by segregated collateral (cash or other
liquid securities) equal to no less than the market value, determined daily, of
the securities loaned. The Funds will receive amounts equal to dividends or
interest on the securities loaned. The Funds will also earn income for having
made the loan. Any cash collateral pursuant to these loans will be invested in
short-term money market instruments. As with other extensions of credit, there
are risks of delay in recovery or even loss of rights in the collateral should
the borrower of the securities fail financially. However, the loans would be
made only to forms deemed by the investment manager to be of good standing, and
when the investment manager believes the potential earnings to justify the
attendant risk. Management will limit such lending to not more than one-third of
the value of a Fund's total assets.
Borrowing Money. As a matter of fundamental policy, the Fund will not borrow
money, except as permitted under the 1940 Act, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to time. While
the Fund does not currently intend to borrow for investment leveraging purposes,
if such a strategy were implemented in the future it would increase the Fund's
volatility and the risk of loss in a declining market. Borrowing by the Fund
will involve special risk considerations. Although the principal of the Fund's
borrowing will be fixed, the Fund's assets may change in value during the time a
borrowing is outstanding, thus increasing exposure to capital risk.
Money borrowed by High Yield Fund II for leveraging purposes shall be limited to
20% of total assets, including the amount borrowed.
Equities as a result of workouts. High Yield Fund, High Yield Fund II and
Opportunity Fund may hold equity securities received in an exchange or workout
of distressed lower-rated debt securities. A distressed security is a security
that is in default or in risk of being in default.
Additional Investment Information. A Fund will not normally engage in the
trading of securities for the purpose of realizing short-term profits, but will
adjust its portfolio as considered advisable in view of prevailing or
anticipated market conditions and its investment objective. Accordingly, a Fund
may sell fixed income securities in anticipation of a rise in interest rates and
purchase such securities for inclusion in its portfolio in anticipation of a
decline in interest rates. Frequency of portfolio turnover will not be a
limiting factor should the investment manager deem it desirable to purchase or
sell securities. The portfolio turnover rates for the Funds are listed under
"Financial Highlights" in the Funds' prospectus. High portfolio turnover (over
100%) involves correspondingly greater brokerage commissions or other
transaction costs. Higher portfolio turnover may result in the realization of
greater net short-term capital gains.
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A Fund (other than the Short-Term Government Fund) may take full advantage of
the entire range of maturities of fixed income securities and may adjust the
average maturity of its portfolio from time to time, depending upon its
assessment of relative yields on securities of different maturities and its
expectations of future changes in interest rates. Thus, the average maturity of
a Fund's portfolio may be relatively short (under 5 years, for example) at some
times and relatively long (over 10 years, for example) at other times.
Generally, since shorter term debt securities tend to be more stable than longer
term debt securities, the portfolio's average maturity will be shorter when
interest rates are expected to rise and longer when interest rates are expected
to fall. The effective dollar-weighted average portfolio maturity of the
Short-Term Government Fund generally will be less than three years.
A Fund will not purchase illiquid securities, including repurchase agreements
maturing in more than seven days, if, as a result thereof, more than 15% of the
Fund's net assets, valued at the time of the transaction, would be invested in
such securities, except that the Mortgage Fund may not purchase illiquid
securities if more than 10% of its total assets would be invested in such
securities. Each Fund may invest in securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933. This rule permits otherwise
restricted securities to be sold to certain institutional buyers, such as the
Funds. Such securities may be illiquid and subject to a Fund's limitation on
illiquid securities. A "Rule 144A" security may be treated as liquid, however,
if so determined pursuant to procedures adopted by the Board of Trustees.
Investing in Rule 144A securities could have the effect of increasing the level
of illiquidity in a Fund to the extent that qualified institutional buyers
become uninterested for a time in purchasing Rule 144A securities.
Trustees' Power to Change Objectives and Policies. Except as specifically stated
to the contrary, the objectives and policies of the Funds may be changed by the
Trustees without a vote of the shareholders.
BROKERAGE COMMISSIONS
Allocation of brokerage is supervised by the Adviser.
The primary objective of the Adviser in placing orders for the purchase and sale
of securities for the Funds is to obtain the most favorable net results, taking
into account such factors as price, commission where applicable, size of order,
difficulty of execution and skill required of the executing broker/dealer. The
Adviser seeks to evaluate the overall reasonableness of brokerage commissions
paid (to the extent applicable) through the familiarity of Scudder Investor
Services, Inc. ("SIS") with commissions charged on comparable transactions, as
well as by comparing commissions paid by each Fund to reported commissions paid
by others. The Adviser routinely reviews commission rates, execution and
settlement services performed and makes internal and external comparisons.
The Funds' purchases and sales of fixed-income securities are generally placed
by the Adviser with primary market makers for these securities on a net basis,
without any brokerage commission being paid by the Portfolio. Trading does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices. Purchases of
underwritten issues may be made, which will include an underwriting fee paid to
the underwriter.
When it can be done consistently with the policy of obtaining the most favorable
net results, it is the Adviser's practice to place such orders with
broker/dealers who supply brokerage and research services to the Adviser or each
Fund. The term "research services" includes advice as to the value of
securities; the advisability of investing in, purchasing or selling securities;
the availability of securities or purchasers or sellers of securities; and
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts. The
Adviser is authorized when placing portfolio transactions, if applicable, for a
Fund to pay a brokerage commission in excess of that which another broker might
charge for executing the same transaction on account of execution services and
the receipt of research services. The Adviser has negotiated arrangements, which
are not applicable to most fixed-income transactions, with certain
broker/dealers pursuant to which a broker/dealer will provide research services,
to the Adviser or a Fund in exchange for the direction by the Adviser of
brokerage transactions to the broker/dealer. These arrangements regarding
receipt of research services generally apply to equity security transactions.
The Adviser may place orders with a broker/dealer on the basis that the
broker/dealer has or has not sold shares of a Fund. In effecting transactions in
over-the-counter securities, orders are placed with the principal market makers
for the security being traded unless, after exercising care, it appears that
more favorable results are available elsewhere.
28
<PAGE>
To the maximum extent feasible, it is expected that the Adviser will place
orders for portfolio transactions through SIS which is a corporation registered
as a broker/dealer and a subsidiary of the Adviser; SIS will place orders on
behalf of a Fund with issuers, underwriters or other brokers and dealers. SIS
will not receive any commission, fee or other remuneration from a Fund for this
service.
Although certain research services from broker/dealers may be useful to a Fund
and to the Adviser, it is the opinion of the Adviser that such information only
supplements the Adviser's own research effort since the information must still
be analyzed, weighed, and reviewed by the Adviser's staff. Such information may
be useful to the Adviser in providing services to clients other than the Funds,
and not all such information is used by the Adviser in connection with a Fund.
Conversely, such information provided to the Adviser by broker/dealers through
whom other clients of the Adviser effect securities transactions may be useful
to the Adviser in providing services to a Fund.
The Trustees review, from time to time, whether the recapture for the benefit of
a Fund of some portion of the brokerage commissions or similar fees paid by the
Funds on portfolio transactions is legally permissible and advisable.
The table below shows approximate brokerage commissions paid by each Fund for
the last three fiscal years (except the Opportunity Fund which commenced
operations on October 1, 1997 and High Yield Fund II which commenced operations
on November 30, 1998) and for the most recent fiscal year, the portion thereof
that was allocated to firms based upon research information provided.
<TABLE>
<CAPTION>
Allocated to Firms
Based on Research in
--------------------
Fund Fiscal 1999 Fiscal 1998 Fiscal 1997
- ---- ----------- ----------- -----------
<S> <C> <C> <C>
Short-Term Government $0 $4,000 $8,000
Strategic $0 $5,155,000 $3,860,000
Government $3,678 $769,000 $887,000
High Yield $17,786 $64,235,000 $43,566,000
High Yield II $0 N/A N/A
Income and Capital $0 $619,000 $2,156,000
Mortgage $2,250 $679,000 $570,000
Opportunity $1,018 $752,000 N/A
</TABLE>
INVESTMENT ADVISOR AND UNDERWRITER
Investment Advisor. Scudder Kemper Investments, Inc., 345 Park Avenue, New York,
New York 10154-0010, is each Fund's investment advisor. Scudder Kemper is
approximately 70% owned by Zurich Financial Services, a newly formed global
insurance and financial services company. The balance of the Advisor is owned by
its officers and employees. Pursuant to investment management agreements,
Scudder Kemper acts as each Fund's investment adviser, manages its investments,
administers its business affairs, furnishes office facilities and equipment,
provides clerical and administrative services, and permits any of its officers
or employees to serve without compensation as trustees or officers of a Fund if
elected to such positions. Each investment management agreement provides that
each Fund pays the charges and expenses of its operations, including the fees
and expenses of the trustees (except those who are affiliated with Scudder
Kemper), independent auditors, counsel, custodian and transfer agent and the
cost of share certificates, reports and notices to shareholders, brokerage
commissions or transaction costs, costs of calculating net asset value and
maintaining all accounting records thereto, taxes and membership dues. Each Fund
bears the expenses of registration of its shares with the Securities and
Exchange Commission, and, effective January 1, 2000, the cost of qualifying and
maintaining the qualification of each Fund's shares for sale under the
securities laws of the various states ("Blue Sky Expense"). Prior to January 1,
2000, Kemper Distributors, Inc. ("KDI"), 222 South Riverside Plaza, Chicago,
Illinois, 60606, as principal underwriter, paid the Blue Sky Expense. Scudder
Kemper has agreed to reimburse the Government Fund should all operating expenses
of the Fund, including the compensation of Scudder Kemper, but excluding taxes,
interest, distribution services fee, extraordinary expenses and brokerage
commissions or transaction costs, exceed 1% of average daily net assets of the
fund on an annual basis.
29
<PAGE>
The investment management agreements provide that Scudder Kemper shall not be
liable for any error of judgment or of law, or for any loss suffered by a Fund
in connection with the matters to which the agreements relate, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Scudder Kemper in the performance of its obligations and duties, or by reason of
its reckless disregard of its obligations and duties under each agreement.
Each Fund's investment management agreement continues in effect from year to
year so long as its continuation is approved at least annually by (a) a majority
of the trustees who are not parties to such agreement or interested persons of
any such party except in their capacity as trustees of a Fund and (b) by the
shareholders or the Board of Trustees of a Fund. Each Fund's investment
management agreement may be terminated at any time upon 60 days' notice by
either party, or by a majority vote of the outstanding shares of a Fund, and
will terminate automatically upon assignment. If additional Funds become subject
to an investment management agreement, the provisions concerning continuation,
amendment and termination shall be on a Fund by Fund basis. Additional Funds may
be subject to a different agreement.
Responsibility for overall management of each Fund rests with its Board of
Trustees and officers. Professional investment supervision is provided by
Scudder Kemper. The investment management agreements provide that Scudder Kemper
shall act as each Fund's investment adviser, manage its investments and provide
it with various services and facilities.
In certain cases, the investments for each Fund are managed by the same
individuals who manage one or more other mutual funds advised by the Advisor,
that have similar names, objectives and investment styles. You should be aware
that each Fund is likely to differ from these other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance of each
Fund can be expected to vary from those of these other mutual funds.
On December 31, 1997, pursuant to the terms of an agreement, Scudder, Stevens &
Clark, Inc. ("Scudder") and Zurich Insurance Company ("Zurich") formed a new
global organization by combining Scudder with Zurich Kemper Investments, Inc., a
former subsidiary of Zurich and the former investment manager to each Fund, and
Scudder changed its name to Scudder Kemper Investments, Inc. As a result of the
transaction, Zurich owned approximately 70% of the Adviser, with the balance
owned by the Adviser's officers and employees.
On September 7, 1998, the businesses of Zurich (including Zurich's 70% interest
in Scudder Kemper) and the financial services businesses of B.A.T Industries
p.l.c. ("B.A.T") were combined to form a new global insurance and financial
services company known as Zurich Financial Services, Inc. By way of a dual
holding company structure, former Zurich shareholders initially owned
approximately 57% of Zurich Financial Services, Inc., with the balance initially
owned by former B.A.T shareholders.
Upon consummation of this transaction, each Fund's existing investment
management agreement with Scudder Kemper was deemed to have been assigned and,
therefore, terminated. The Board has approved a new investment management
agreement with Scudder Kemper, which is substantially identical to the current
investment management agreement, except for the date of execution and
termination. This agreement became effective upon the termination of the then
current investment management agreement and was approved by shareholders at a
special meeting in December 1998.
The current investment management fee rates are payable monthly, at the annual
rates shown below.
<TABLE>
<CAPTION>
Short-Term
Government, Income
and Capital and Strategic and High High Yield II and
Average Daily Net Assets Mortgage Yield Government Opportunity
- ------------------------ -------- ----- ---------- -----------
<S> <C> <C> <C> <C>
$0-$250 million 0.55% 0.58% 0.45% 0.65%
$250 million-$1 billion 0.52 0.55 0.43 0.62
$1 billion-$2.5 billion 0.50 0.53 0.41 0.60
$2.5 billion-$5 billion 0.48 0.51 0.40 0.58
$5 billion-$7.5 billion 0.45 0.48 0.38 0.55
$7.5 billion-$10 billion 0.43 0.46 0.36 0.53
$10 billion-$12.5 billion 0.41 0.44 0.34 0.51
Over $12.5 billion 0.40 0.42 0.32 0.49
</TABLE>
30
<PAGE>
The investment management fees paid by each Fund for its last three fiscal years
are shown in the table below. (The Opportunity Fund commenced operations on
October 1, 1997. The High Yield Fund II commenced operations on November 30,
1998.)
<TABLE>
<CAPTION>
Fund 1999 1998 1997
- ---- ---- ---- ----
<S> <C> <C>
Short-Term Government $415,000 493,000
Strategic $4,986,000 4,664,000
Government $14,451,000 15,888,000
High Yield $27,887,000 23,419,000
High Yield II -- --
Income and Capital $3,472,000 3,162,000
Mortgage $11,862,000 13,793,000
Opportunity $102,000 --
</TABLE>
Fund Accounting Agent. Scudder Fund Accounting Corporation ("SFAC"), Two
International Place, Boston, Massachusetts 02110, a subsidiary of Scudder
Kemper, is responsible for determining the daily net asset value per share of
the Funds and maintaining all accounting records related thereto. Currently,
SFAC receives no fee for its services to the Funds except from High Yield Fund
II. High Yield Fund II pays SFAC an annual fee equal to 0.0250% of the first
$150 million of average daily net assets, 0.0075% of the next $850 million of
average daily net assets and 0.0045% of such assets in excess of $1 billion,
plus holding and transaction charges for this service. For the period from
November 30, 1998 (commencement of operations) until September 30, 1999, High
Yield Fund II paid SFAC $0 for its services to the Fund.
Principal Underwriter. Pursuant to separate underwriting and distribution
services agreements ("distribution agreements"), Kemper Distributors Inc.
("KDI"), 222 South Riverside Plaza, Chicago, Illinois, 60606, a wholly owned
subsidiary of Scudder Kemper, is the principal underwriter and distributor for
the shares of each Fund and acts as agent of each Fund in the continuous
offering of its shares. KDI bears all its expenses of providing services
pursuant to the distribution agreement, including the payment of any
commissions. Each Fund pays the cost for the prospectus and shareholder reports
to be set in type and printed for existing shareholders, and KDI, as principal
underwriter, pays for the printing and distribution of copies thereof used in
connection with the offering of shares to prospective investors. KDI also pays
for supplementary sales literature and advertising costs.
Each distribution agreement continues in effect from year to year so long as
such continuance is approved for each class at least annually by a vote of the
Board of Trustees of a Fund, including the Trustees who are not interested
persons of the Fund and who have no direct or indirect financial interest in the
agreement. Each agreement automatically terminates in the event of its
assignment and may be terminated for a class at any time without penalty by a
Fund or by KDI upon 60 days notice. Termination by a Fund with respect to a
class may be by vote of a majority of the Board of Trustees, or a majority of
the Trustees who are not interested persons of the Fund and who have no direct
or indirect financial interest in the agreement, or a "majority of the
outstanding voting securities" of the class of the Fund, as defined under the
1940 Act. The agreement may not be amended for a class to increase the fee to be
paid by a Fund with respect to such class without approval by a majority of the
outstanding voting securities of such class of the Fund and all material
amendments must in any event be approved by the Board of Trustees in the manner
described above with respect to the continuation of the agreement. The
provisions concerning the continuation, amendment and termination of the
distribution agreement are on a Fund by Fund basis and for each Fund on a class
by class basis.
Class A Shares. KDI receives no compensation from the Trusts as principal
underwriter for Class A shares and pays all expenses of distribution of each
Fund's Class A shares under the distribution agreement not otherwise paid by
dealers or other financial services firms. As indicated under "Purchase,
Repurchase and Redemption of Shares," KDI retains the sales charge upon the
purchase of shares and pays or allows concessions or discounts to firms for the
sale of each Fund's shares. The following information concerns the underwriting
commissions paid in connection with the distribution of each Fund's Class A
shares for the fiscal years noted.
31
<PAGE>
<TABLE>
<CAPTION>
Commissions Commissions KDI Commissions Paid to KDI
Class A Shares Fiscal Year Retained by KDI Paid to All Firms Affiliated Firms
- -------------- ----------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Short-Term Government 1999
1998 $8,000 91,000 0
1997 $8,000 58,000 0
Strategic 1999
1998 $151,000 1,236,000 0
1997 $178,000 1,166,000 0
Government 1999
1998 $227,000 1,665,000 8,000
1997 $221,000 1,410,000 10,000
High Yield 1999
1998 $1,521,000 12,060,000 174,000
1997 $1,714,000 11,779,000 181,000
1999
High Yield II
Income and Capital 1999
1998 $70,000 578,000 0
1997 $53,000 1,283,000 0
Mortgage 1999
1998 $35,000 272,000 0
1997 $29,000 201,000 0
Opportunity 1999
1998 $187,000 26,000 0
</TABLE>
Class B Shares and Class C Shares.
If a Rule 12b-1 Plan (the "Plan") is terminated in accordance with its terms,
the obligation of a Fund to make payments to KDI pursuant to the Plan will cease
and a Fund will not be required to make any payments past the termination date.
Thus, there is no legal obligation for a Fund to pay any expenses incurred by
KDI in excess of its fees under a Plan, if for any reason the Plan is terminated
in accordance with its terms. Future fees under the Plan may or may not be
sufficient to reimburse KDI for its expenses incurred.
For its services under the distribution agreement, KDI receives a fee from each
Fund pursuant to the Rule 12b-1 Plan, payable monthly, at the annual rate of
0.75% of average daily net assets of each Fund attributable to Class B shares.
This fee is accrued daily as an expense of Class B shares. KDI also receives any
contingent deferred sales charges. See "Purchase, Repurchase and Redemption of
Shares -- Contingent Deferred Sales Charge -- Class B Shares." KDI currently
compensates firms for sales of Class B shares at a commission rate of 3.75%.
For its services under the distribution agreement, KDI receives a fee from each
Fund pursuant to the Rule 12b-1 Plan, payable monthly, at the annual rate of
0.75% of average daily net assets of each Fund attributable to Class C shares.
This fee is accrued daily as an expense of Class C shares. KDI currently
advances to firms the first year distribution fee at a rate of 0.75% of the
purchase price of Class C shares. For periods after the first year, KDI
currently pays firms for sales of Class C
32
<PAGE>
shares a distribution fee, payable quarterly, at an annual rate of 0.75% of net
assets attributable to Class C shares maintained and serviced by the firm and
the fee continues until terminated by KDI or a Fund. KDI also receives any
contingent deferred sales charges. See "Purchase, Repurchase and Redemption of
Shares -- Contingent Deferred Sales Charges -- Class C Shares".
Expenses of the Funds and of KDI in connection with the Rule 12b-1 plans for the
Class B and Class C shares are set forth below (The Opportunity Fund commenced
operations on October 1, 1997 and the High Yield Fund II commenced operations on
November 30, 1998). A portion of the marketing, sales and operating expenses
shown below could be considered overhead expense.
33
<PAGE>
<TABLE>
<CAPTION>
Other Distribution Expenses paid by KDI
---------------------------------------
Contingent Total Distribution
Distribution Deferred Distribution Paid by
Fees Paid Sales Fees Paid KDI to KDI Advertising Marketing Misc.
Class B Fiscal by Fund Charges by KDI to Affiliated and Prospectus and Sales Operating Interest
Shares Year To KDI Paid to KDI Firms Firms Literature Printing Expenses Expenses Expenses
- ------ ---- ------ ----------- ----- ----- ---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Short-Term 1999 588,708 184,642 0 0 11,992 1,187 34,800 15,768 86,768
Government 1998 $53,000 31,000 78,000 0 10,243 742 20,074 18,228 87,819
1997 $51,000 31,000 112,000 0 10,000 1,000 25,000 492,000 36,000
Strategic 1999 1,844,585 762,753 0 0 193,285 11,321 481,691 72,363 722,443
1998 $2,208,000 502,000 2,939,000 0 359,087 42,027 741,917 131,028 814,441
1997 $2,148,000 419,000 2,911,000 0 368,000 26,000 1,018,000 121,000 640,000
Government 1999 1,023,196 394,450 0 0 175,252 13,036 471,976 68,029 741,630
1998 $677,000 186,000 1,288,000 0 105,653 14,079 226,194 45,628 489,426
1997 $528,000 234,000 665,000 0 116,000 8,000 303,000 43,000 405,000
High Yield 1999 9,936,029 3,183,508 0 0 1,156,635 132,290 2,927,997 333,899 4,375,108
1998 $10,804,000 2,203,000 18,022,000 0 2,242,157 191,602 4,538,360 682,073 3,001,886
1997 $8,925,000 1,473,000 16,578,000 0 2,127,000 153,000 5,700,000 583,000 1,500,000
High Yield II 1999 284,321 75,193 0 0 215,154 19,186 572,319 103,058 89,337
Income and 1999 830,424 315,732 1,023,406 0 109,194 7,709 286,200 48,117 495,860
Capital 1998 $705,000 199,000 1,001,000 0 94,710 11,383 200,587 42,317 441,045
1997 $600,000 211,000 588,000 0 97,000 7,000 254,000 39,000 378,000
Mortgage 1999 1,688,689 348,884 0 0 46,483 5,085 119,311 31,670 -1,589,105
1998 $3,968,000 734,000 542,000 0 78,207 6,758 153,532 46,272 -955,066
1997 $6,685,000 1,362,000 640,000 0 116,000 8,000 300,000 57,000 -0-
Opportunity 1999 123,127 38,890 0 0 32,827 3,691 83,403 17,255 76,886
1998 $52,000 6,000 487,000 0 46,797 3,897 89,792 38,890 27,289
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
Other Distribution Expenses Paid by KDI
---------------------------------------
Contingent Total Distribution
Distribution Deferred Distribution Paid by
Fees Paid Sales Fees paid KDI to KDI Advertising Marketing Misc.
Class C Fiscal by Fund KDI by KDI to Affiliated and Prospectus and Sales Operating Interest
Shares Year to KDI Charges Firms Firms Literature Printing Expenses Expenses Expenses
- ------ ---- ------ ------- ----- ----- ---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Short-Term 1999 73,741 3,627 0 0 13,259 1,243 36,788 8,753 21,403
Government 1998 $10,000 1,000 14,000 0 5,131 373 9,366 14,033 19,184
1997 $9,000 0 8,000 0 4,000 0 11,000 61,000 12,000
Strategic 1999 242,533 12,325 0 0 53,143 3,338 133,148 29,759 73,790
1998 $175,000 16,000 225,000 0 66,838 8,554 146,568 32,759 14,435
1997 $83,000 5,000 106,000 0 49,000 4,000 136,000 24,000 29,000
Government 1999 235,527 37,883 0 0 75,567 5,597 198,303 32,776 58,038
1998 $105,000 2,000 149,000 0 26,880 4,121 59,658 19,821 11,029
1997 $62,000 1,000 72,000 0 16,000 1,000 44,000 8,000 30,000
High Yield 1999 1,494,792 124,877 0 0 342,750 37,346 891,392 108,574 519,465
1998 $1,298,000 83,000 1,432,000 0 491,828 41,776 1,002,114 163,164 384,393
1997 $ 657,000 58,000 944,000 0 411,000 29,000 1,111,000 128,000 210,000
High Yield II 1999 99,330 17,050 0 0 77,848 7,535 226,186 55,855 10,039
Income and 1999 144,543 10,939 0 0 36,752 2,633 99,890 21,884 46,404
Capital 1998 $93,000 2,000 114,000 0 27,577 3,411 58,411 19,627 9,491
1997 $53,000 2,000 60,000 0 23,000 2,000 60,000 16,000 24,000
Mortgage 1999 29,214 1,797 0 0 3,535 403 9,079 12,307 14,384
1998 $24,000 - 26,000 0 5,808 443 11,282 12,512 11,791
1997 $16,000 1,000 21,000 0 7,000 0 19,000 5,000 8,000
Opportunity 1999 27,036 3,950 0 0 9,635 985 24,783 9,940 5,080
1998 $9,000 1,000 19,000 0 7,173 595 15,074 13,590 1,048
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
Other Distribution Expenses Paid by KDI
---------------------------------------
Contingent Total Distribution
Distribution Deferred Distribution Paid by
Fees Paid Sales Fees paid KDI to KDI Advertising Marketing Misc.
Class C Fiscal by Fund KDI by KDI to Affiliated and Prospectus and Sales Operating Interest
Shares Year to KDI Charges Firms Firms Literature Printing Expenses Expenses Expenses
- ------ ---- ------ ------- ----- ----- ---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
36
<PAGE>
Administrative Services. Administrative services are provided to each Fund under
an administrative services agreement ("administrative agreement") with KDI. KDI
bears all its expenses of providing services pursuant to the administrative
agreement between KDI and a Fund, including the payment of service fees. For the
services under the administrative agreement, each Fund pays KDI an
administrative services fee, payable monthly, at the annual rate of up to 0.25%
of average daily net assets of each class of a Fund.
KDI has entered into related arrangements with various broker-dealer firms and
other service or administrative firms ("firms"), that provide services and
facilities for their customers or clients who are investors of a Fund. The firms
provide such office space and equipment, telephone facilities and personnel as
is necessary or beneficial for providing information and services to their
clients. Such services and assistance may include, but are not limited to,
establishing and maintaining accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding a Fund,
assistance to clients in changing dividend and investment options, account
designations and addresses and such other administrative services as may be
agreed upon from time to time and permitted by applicable statute, rule or
regulation. With respect to Class A shares, KDI pays each firm a service fee,
normally payable quarterly, at an annual rate of (a) up to 0.15% (0.25% for the
Mortgage Fund) of the net assets in Fund accounts that it maintains and services
attributable to Class A shares acquired prior to October 1, 1993, and (b) up to
0.25% of net assets of those accounts that it maintains and services
attributable to Class A shares acquired on or after October 1, 1993, in each
case commencing with the month after investment. With respect to Class B shares
and Class C shares, KDI currently advances to firms the first-year service fee
at a rate of up to 0.25% of the purchase price of such shares. For periods after
the first year, KDI currently intends to pay firms a service fee at an annual
rate of up to 0.25% (calculated monthly and normally paid quarterly) of the net
assets attributable to Class B and Class C shares maintained and serviced by the
firm and the fee continues until terminated by KDI or a Fund. Firms to which
service fees may be paid include affiliates of KDI. In addition, KDI may, from
time to time, from its own resources pay certain firms additional amounts for
ongoing administrative services and assistance provided to their customers and
clients who are shareholders of the Trusts. In addition, effective January 1,
2000 with respect to assets for which KDI provides administrative services, each
Fund will pay KDI an administrative services fee of 0.15% of such assets.
37
<PAGE>
The following information concerns the administrative services fee paid by each
Fund to KDI for fiscal years ended 1999, 1998 and 1997 (except the Opportunity
Fund which commenced operations on October 1, 1997 and the High Yield Fund II,
which commenced operations on November 30, 1998).
<TABLE>
<CAPTION>
Administrative Service Fees Paid by Fund
----------------------------------------
Total Service Fees Service Fees Paid by KDI
Fund Fiscal Year Class A Class B Class C Paid by KDI to Firms to KDI Affiliated Firms
- ---- ----------- ------- ------- ------- -------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
Short-Term 1999 350,189 129,706 20,411 500,593 0
Government 1998 $141,000 17,000 3,000 165,000 0
1997 $169,000 17,000 3,000 188,000 0
Strategic 1999 1,414,715 701493 91,515 2,207,470
1998 $1,244,000 719,000 58,000 2,074,000 7,000
1997 $1,131,000 705,000 28,000 1,930,000 9,000
Government 1999 7,060,389 406,664 95,446 7,561,127 0
1998 $6,413,000 222,000 35,000 6,718,000 0
1997 $6,821,000 173,000 19,000 7,053,000 35,000
High Yield 1999 9,210,017 3,951,319 595,934 13,767,732 0
1998 $8,011,000 3,506,000 428,000 12,147,000 54,000
1997 $6,462,000 2,917,000 217,000 10,067,000 49,000
High Yield II 1999 92,651 129,457 47,054 269,160 0
Income and 1999 1,275,253 314,944 54,955 1,644,943 0
Capital 1998 $1,147,000 229,000 30,000 1,434,000 0
1997 $992,000 199,000 18,000 1,207,000 6,000
Mortgage 1999 5,189,886 686,639 11,199 5,877,342 0
1998 $4,254,000 1,256,000 8,000 5,521,000 53,000
1997 $4,354,000 2,139,000 5,000 6,503,000 73,000
Opportunity 1999 44,121 49,117 10,506 103,742 0
1998 $14,000 17,000 3,000 57,000 0
</TABLE>
38
<PAGE>
<TABLE>
<CAPTION>
Administrative Service Fees Paid by Fund
----------------------------------------
Total Service Fees Service Fees Paid by KDI
Fund Fiscal Year Class A Class B Class C Paid by KDI to Firms to KDI Affiliated Firms
- ---- ----------- ------- ------- ------- -------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
39
<PAGE>
KDI also may provide some of the above services and may retain any portion of
the fee under the administrative agreement not paid to firms to compensate
itself for administrative functions performed for a Fund. Currently, the
administrative services fee payable to KDI is payable at the annual rate of
0.25% based upon Fund assets in accounts for which a firm provides
administrative services and is payable at the annual rate of 0.15% based upon
Fund assets in accounts for which there is no firm (other than KDI) listed on a
Fund's records. In addition, effective January 1, 2000 with respect to assets
for which KDI provides administrative services, each Fund will pay KDI an
administrative services fee of 0.15% of such assets.
The effective administrative services fee rate to be charged against all assets
of a Fund while this procedure is in effect will depend upon the proportion of
Fund assets that is in accounts for which a firm of record provides
administrative services, as well as (except for the Mortgage Fund), with respect
to Class A shares, the date when shares representing such assets were purchased.
The Board of Trustees of a Fund, in its discretion, may approve paying the fee
to KDI at the 0.25% annual rate on all Fund assets in the future.
Certain trustees or officers of the Funds are also directors or officers of
Scudder Kemper or KDI as indicated under "Officers and Trustees."
Custodian, Transfer Agent and Shareholder Service Agent. State Street Bank and
Trust Company ("State Street"), 225 Franklin Street, Boston, Massachusetts
02110, as custodian, has custody of all securities and cash of a Fund. State
Street attends to the collection of principal and income, and payment for and
collection of proceeds of securities bought and sold by each Fund.
Pursuant to an agency agreement between Kemper High Yield Fund II and Kemper
Service Company ("KSvC"), 811 Main Street, Kansas City, Missouri, an affiliate
of Scudder Kemper, KSvC serves as transfer agent, dividend paying agent, and
"Shareholder Service Agent" of a Fund. Currently, KSvC receives as transfer
agent as follows: annual account fees of $14.00 ($23.00 for retirement accounts)
plus set up charges, annual fees associated with the contingent deferred sales
charge (Class B only), an asset-based fee of 0.05% and out-of-pocket
reimbursement. For the Kemper High Yield Fund II's 1999 fiscal year, KSvC
received shareholder service fees of $61,000.
For all Funds except Kemper High Yield Fund II, Investors Fiduciary Trust
Company ("IFTC"), 801 Pennsylvania Avenue, Kansas City, Missouri 64105, serves
as transfer agent and dividend-paying agent. Pursuant to a services agreement
with IFTC, KSvC serves as "Shareholder Service Agent" of each Fund and, as such,
performs all of IFTC's duties as transfer agent and dividend paying agent.
Currently, IFTC receives as transfer agent, and pays to KSvC as follows: annual
account fees of $14.00 ($23.00 for retirement accounts) plus set up charges,
annual fees associated with the contingent deferred sales charge (Class B shares
only), an asset-based fee of 0.05% and out-of-pocket reimbursement. The
following shows for each Fund's 1999 fiscal year the shareholder service fees
IFTC remitted to KSvC.
Fund Fees to KSvC
- ---- ------------
Short-Term Government $345,000
Strategic $1,741,000
Government $3,824,000
High Yield $6,657,000
High Yield II $61,000
Income and Capital $973,000
Mortgage $3,006,000
Opportunity Fund $55,000
Independent Auditors and Reports to Shareholders. The Funds' independent
auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606,
audit and report on the Funds' annual financial statements, review certain
regulatory reports and the Funds' federal income tax returns, and perform other
professional accounting, auditing, tax and advisory
40
<PAGE>
services when engaged to do so by the Funds. Shareholders will receive annual
audited financial statements and semi-annual unaudited financial statements.
Legal Counsel. Vedder, Price, Kaufmann & Kammholz, 222 North LaSalle Street,
Chicago, Illinois 60601, serves as legal counsel to each Fund other than High
Yield Fund II. Dechert Price & Rhoads, Ten Post Office Square South, Boston,
Massachusetts 02109, serves as legal counsel for High Yield Fund II.
PURCHASE, REPURCHASE AND REDEMPTION OF SHARES
PURCHASE OF SHARES
Alternative Purchase Arrangements. Class A shares of each Fund are sold to
investors subject to an initial sales charge. Class B shares are sold without an
initial sales charge but are subject to higher ongoing expenses than Class A
shares and a contingent deferred sales charge payable upon certain redemptions.
Class B shares automatically convert to Class A shares six years after issuance.
Class C shares are sold without an initial sales charge but are subject to
higher ongoing expenses than Class A shares, are subject to a contingent
deferred sales charge payable upon certain redemptions within the first year
following purchase, and do not convert into another class. Class I shares are
offered at net asset value without an initial sales charge and are not subject
to a contingent deferred sales charge or a Rule 12b-1 distribution fee. When
placing purchase orders, investors must specify whether the order is for Class
A, Class B, Class C or Class I shares.
The primary distinctions among the classes of each Fund's shares lie in their
initial and contingent deferred sales charge structures and in their ongoing
expenses, including asset-based sales charges in the form of Rule 12b-1
distribution fees. These differences are summarized in the table below. Each
class has distinct advantages and disadvantages for different investors, and
investors may choose the class that best suits their circumstances and
objectives.
<TABLE>
<CAPTION>
Annual 12b-1 Fees (as
a % of average daily
Sales Charge net assets) Other Information
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Maximum initial sales charge of 4.5% None Initial sales charge waived or
of the public offering price (2.75% reduced for certain purchases
for the Short-Term Government Fund)
Class B Maximum contingent deferred sales 0.75% Shares convert to Class A shares six
charge of 4% of redemption proceeds; years after issuance
declines to zero after six years
Class C Contingent deferred sales charge of 1% 0.75% No conversion feature
of redemption proceeds for redemptions
made during first year after purchase
Class I None None
</TABLE>
The minimum initial investment for each Fund is $1,000 and the minimum
subsequent investment is $100. The minimum initial investment for an Individual
Retirement Account is $250 and the minimum subsequent investment is $50. Under
an automatic investment plan, such as Bank Direct Deposit, Payroll Direct
Deposit or Government Direct Deposit, the minimum initial and subsequent
investment is $50. These minimum amounts may be changed at any time in
management's discretion. In order to begin accruing income dividends as soon as
possible, purchasers may wire payment to United Missouri Bank ("UMB") of Kansas
City, N.A., 10th and Grand Avenue, Kansas City, Missouri 64106.
Share certificates will not be issued unless requested in writing and may not be
available for certain types of account registrations. It is recommended that
investors not request share certificates unless needed for a specific purpose.
You cannot redeem shares by telephone or wire transfer or use the telephone
exchange privilege if share certificates have been issued. A lost or destroyed
certificate is difficult to replace and can be expensive to the shareholder (a
bond worth 2% or more of the certificate value is normally required).
41
<PAGE>
Initial Sales Charge Alternative -- Class A Shares. The public offering price of
Class A shares for purchasers of the Short-Term Government Fund choosing the
initial sales charge alternative is the net asset value plus a sales charge, as
set forth below.
Short-Term Government Fund
<TABLE>
<CAPTION>
Sales Charge
------------
As a Percentage Allowed to Dealers
of As a Percentage of as a Percentage of
Amount of Purchase Offering Price Net Asset Value* Offering Price
------------------ -------------- ---------------- --------------
<S> <C> <C> <C>
Less than $100,000 2.75% 2.83% 2.25%
$100,000 but less than $250,000 2.50 2.56 2.00
$250,000 but less than $500,000 2.00 2.04 1.75
$500,000 but less than $1 million 1.50 1.52 1.25
$1 million and over 0.00** 0.00** ***
</TABLE>
* Rounded to the nearest one-hundredth percent.
** Redemption of shares may be subject to a contingent deferred sales charge
as discussed below.
*** Commission is payable by KDI as discussed below.
The public offering price of Class A shares for purchasers of the Strategic,
Government, High Yield, High Yield II, Income and Capital, Mortgage and
Opportunity Funds choosing the initial sales charge alternative is the net asset
value plus a sales charge, as set forth below.
Strategic, Government, High Yield, High Yield II,
Income and Capital, Mortgage and Opportunity Funds
<TABLE>
<CAPTION>
Sales Charge
------------
Allowed to Dealers
As a Percentage As a Percentage of as a Percentage of
Amount of Purchase of Offering Price Net Asset Value* Offering Price
------------------ ----------------- ---------------- --------------
<S> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.60 2.67 2.25
$500,000 but less than $1 million 2.00 2.04 1.75
$1 million and over 0.00** 0.00** ***
</TABLE>
* Rounded to the nearest one-hundredth percent.
** Redemption of shares may be subject to a contingent deferred sales charge
as discussed below.
*** Commission is payable by KDI as discussed below.
Each Fund receives the entire net asset value of all its Class A shares sold.
KDI, the Funds' principal underwriter, retains the sales charge on sales of
Class A shares from which it allows discounts from the applicable public
offering price to investment dealers, which discounts are uniform for all
dealers in the United States and its territories. The normal discount allowed to
dealers is set forth in the above table. Upon notice to all dealers with whom it
has sales agreements, KDI may reallow up to the full applicable sales charge, as
shown in the above table, during periods and for transactions specified in such
notice and such reallowances may be based upon attainment of minimum sales
levels. During periods when 90% or more of the sales charge is reallowed, such
dealers may be deemed to be underwriters as that term is defined in the
Securities Act of 1933.
Class A shares of a Fund may be purchased at net asset value by: (a) any
purchaser provided that the amount invested in such Fund or other Kemper Mutual
Funds listed under "Special Features -- Class A Shares -- Combined Purchases"
totals at least $1,000,000 including purchases of Class A shares pursuant to the
"Combined Purchases," "Letter of Intent" and "Cumulative Discount" features
described under "Special Features;" or (b) a participant-directed qualified
retirement plan described in Code Section 401(a) or a participant-directed
non-qualified deferred compensation plan described in Code Section 457 or a
42
<PAGE>
participant-directed qualified retirement plan described in Code Section
403(b)(7) which is not sponsored by a K-12 school district, provided in each
case that such plan has not less than 200 eligible employees (the "Large Order
NAV Purchase Privilege"). Redemption within two years of shares purchased under
the Large Order NAV Purchase Privilege may be subject to a contingent deferred
sales charge. See "Purchase, Repurchase and Redemption of Shares -- Contingent
Deferred Sales Charge -- Large Order NAV Purchase Privilege."
KDI may in its discretion compensate investment dealers or other financial
services firms in connection with the sale of Class A shares of a Fund at net
asset value in accordance with the Large Order NAV Purchase Privilege up to the
following amounts: 1.00% of the net asset value of shares sold on amounts up to
$5 million, 0.50% on the next $45 million and 0.25% on amounts over $50 million.
The commission schedule will be reset on a calendar year basis for sales of
shares pursuant to the Large Order NAV Purchase Privilege to employer sponsored
employee benefit plans using the subaccount record keeping system made available
through KSvC. For purposes of determining the appropriate commission percentage
to be applied to a particular sale, KDI will consider the cumulative amount
invested by the purchaser in a Fund and other Kemper Mutual Funds listed under
"Special Features -- Class A Shares -- Combined Purchases," including purchases
pursuant to the "Combined Purchases," "Letter of Intent" and "Cumulative
Discount" features referred to above. No compensation will be paid pursuant to
this paragraph with respect to plans within the KemStar(TM) program. The
privilege of purchasing Class A shares of a Fund at net asset value under the
Large Order NAV Purchase Privilege is not available if another net asset value
purchase privilege also applies.
Effective on February 1, 1996, Class A shares of a Fund or any other Kemper
Mutual Fund listed under "Special Features -- Class A Shares -- Combined
Purchases" may be purchased at net asset value in any amount by members of the
plaintiff class in the proceeding known as Howard and Audrey Tabankin, et al. v.
Kemper Short-Term Global Income Fund, et al., Case No. 93 C 5231 (N.D. IL). This
privilege is generally non-transferable and continues for the lifetime of
individual class members and for a ten year period for non-individual class
members. To make a purchase at net asset value under this privilege, the
investor must, at the time of purchase, submit a written request that the
purchase be processed at net asset value pursuant to this privilege specifically
identifying the purchaser as a member of the "Tabankin Class." Shares purchased
under this privilege will be maintained in a separate account that includes only
shares purchased under this privilege. For more details concerning this
privilege, class members should refer to the Notice of (1) Proposed Settlement
with Defendants; and (2) Hearing to Determine Fairness of Proposed Settlement,
dated August 31, 1995, issued in connection with the aforementioned court
proceeding. For sales of Fund shares at net asset value pursuant to this
privilege, KDI may at its discretion pay investment dealers and other financial
services firms a concession, payable quarterly, at an annual rate of up to 0.25%
of net assets attributable to such shares maintained and serviced by the firm. A
firm becomes eligible for the concession based upon assets in accounts
attributable to shares purchased under this privilege in the month after the
month of purchase and the concession continues until terminated by KDI. The
privilege of purchasing Class A shares of a Fund at net asset value under this
privilege is not available if another net asset value purchase privilege also
applies.
Class A shares may be sold at net asset value in any amount to: (a) officers,
trustees, directors, employees (including retirees) and sales representatives of
a Fund, its investment manager, its principal underwriter or certain affiliated
companies, for themselves or members of their families; (b) registered
representatives and employees of broker-dealers having selling group agreements
with KDI and officers, directors and employees of service agents of the Funds,
for themselves or their spouses or dependent children; (c) shareholders who
owned shares of Kemper Value Series, Inc. ("KVS") on September 8, 1995, and have
continuously owned shares of KVS (or a Kemper Fund acquired by exchange of KVS
shares) since that date, for themselves or members of their families, and (d)
any trust or pension, profit-sharing or other benefit plan for only such
persons. Class A shares may be sold at net asset value in any amount to selected
employees (including their spouses and dependent children) of banks and other
financial services firms that provide administrative services related to order
placement and payment to facilitate transactions in shares of the Funds for
their clients pursuant to an agreement with KDI or one of its affiliates. Only
those employees of such banks and other firms who as part of their usual duties
provide services related to transactions in Fund Class A shares may purchase
Fund shares at net asset value hereunder. Class A shares may be sold at net
asset value in any amount to unit investment trusts sponsored by Ranson &
Associates, Inc. In addition, unitholders of unit investment trusts sponsored by
Ranson & Associates, Inc. or its predecessors may purchase a Fund's Class A
shares at net asset value through reinvestment programs described in the
prospectuses of such trusts that have such programs. Class A shares of a Fund
may be sold at net asset value through certain investment advisers registered
under the Investment Advisers Act of 1940 and other financial services firms
acting solely as agent for their clients, that adhere to certain standards
established by KDI, including a requirement that such shares be sold for the
benefit of their clients participating in an investment advisory program or
agency commission program under which such clients pay a fee to the
43
<PAGE>
investment adviser or other firm for portfolio management or agency brokerage
services. Such shares are sold for investment purposes and on the condition that
they will not be resold except through redemption or repurchase by the Funds.
The Funds may also issue Class A shares at net asset value in connection with
the acquisition of the assets of or merger or consolidation with another
investment company, or to shareholders in connection with the investment or
reinvestment of income and capital gain dividends.
Class A shares of a Fund may be purchased at net asset value by persons who
purchase such shares through bank trust departments that process such trades
through an automated, integrated mutual fund clearing program provided by a
third party clearing firm.
Class A shares of a Fund may be purchased at net asset value in any amount by
certain professionals who assist in the promotion of Kemper Funds pursuant to
personal services contracts with KDI, for themselves or members of their
families. KDI in its discretion may compensate financial services firms for
sales of Class A shares under this privilege at a commission rate of 0.50% of
the amount of Class A shares purchased.
Class A shares of a Fund may be purchased at net asset value by persons who
purchase shares of a Fund through KDI as part of an automated billing and wage
deduction program administered by RewardsPlus of America for the benefit of
employees of participating employer groups.
The sales charge scale is applicable to purchases made at one time by any
"purchaser" which includes: an individual; or an individual, his or her spouse
and children under the age of 21; or a trustee or other fiduciary of a single
trust estate or single fiduciary account; or an organization exempt from federal
income tax under Section 501(c)(3) or (13) of the Code; or a pension,
profit-sharing or other employee benefit plan whether or not qualified under
Section 401 of the Code; or other organized group of persons whether
incorporated or not, provided the organization has been in existence for at
least six months and has some purpose other than the purchase of redeemable
securities of a registered investment company at a discount. In order to qualify
for a lower sales charge, all orders from an organized group will have to be
placed through a single investment dealer or other firm and identified as
originating from a qualifying purchaser.
Deferred Sales Charge Alternative -- Class B Shares. Investors choosing the
deferred sales charge alternative may purchase Class B shares at net asset value
per share without any sales charge at the time of purchase. Since Class B shares
are being sold without an initial sales charge, the full amount of the
investor's purchase payment will be invested in Class B shares for his or her
account. A contingent deferred sales charge may be imposed upon redemption of
Class B shares. See "Purchase, Repurchase and Redemption of Shares -- Contingent
Deferred Sales Charge -- Class B Shares."
KDI compensates firms for sales of Class B shares at the time of sale at a
commission rate of up to 3.75% of the amount of Class B shares purchased. KDI is
compensated by each Fund for services as distributor and principal underwriter
for Class B shares. See "Investment Advisor and Underwriter."
Class B shares of a Fund will automatically convert to Class A shares of the
same Fund six years after issuance on the basis of the relative net asset value
per share. The purpose of the conversion feature is to relieve holders of Class
B shares from the distribution services fee when they have been outstanding long
enough for KDI to have been compensated for distribution related expenses. For
purposes of conversion to Class A shares, shares purchased through the
reinvestment of dividends and other distributions paid with respect to Class B
shares in a shareholder's Fund account will be converted to Class A shares on a
pro rata basis.
Purchase of Class C Shares. The public offering price of the Class C shares of a
Fund is the next determined net asset value. No initial sales charge is imposed.
Since Class C shares are sold without an initial sales charge, the full amount
of the investor's purchase payment will be invested in Class C shares for his or
her account. A contingent deferred sales charge may be imposed upon the
redemption of Class C shares if they are redeemed within one year of purchase.
See "Purchase, Repurchase and Redemption of Shares -- Contingent Deferred Sales
Charge -- Class C Shares." KDI currently advances to firms the first year
distribution fee at a rate of 0.75% of the purchase price of such shares. For
periods after the first year, KDI currently intends to pay firms for sales of
Class C shares a distribution fee, payable quarterly, at an annual rate of 0.75%
of net assets attributable to Class C shares maintained and serviced by the
firm. KDI is compensated by each Fund for services as distributor and principal
underwriter for Class C shares. See "Investment Manager and Underwriter."
Purchase of Class I Shares. Class I shares are offered at net asset value
without an initial sales charge and are not subject to a contingent deferred
sales charge or a Rule 12b-1 distribution fee. Also, there is no administration
services fee charged to Class I shares. As a result of the relatively lower
expenses for Class I shares, the level of income dividends per share (as a
44
<PAGE>
percentage of net asset value) and, therefore, the overall investment value,
will typically be higher for Class I shares than for Class A, Class B, or Class
C shares.
Class I shares are available for purchase exclusively by the following
categories of institutional investors: (1) tax-exempt retirement plans (Profit
Sharing, 401(k), Money Purchase Pension and Defined Benefit Plans) of Scudder
Kemper Investments, Inc. ("Scudder Kemper") and its affiliates and rollover
accounts from those plans; (2) the following investment advisory clients of
Scudder Kemper and its investment advisory affiliates that invest at least $1
million in a Fund: unaffiliated benefit plans, such as qualified retirement
plans (other than individual retirement accounts and self-directed retirement
plans); unaffiliated banks and insurance companies purchasing for their own
accounts; and endowment funds of unaffiliated non-profit organizations; (3)
investment-only accounts for large qualified plans, with at least $50 million in
total plan assets or at least 1000 participants; (4) trust and fiduciary
accounts of trust companies and bank trust departments providing fee based
advisory services that invest at least $1 million in a Fund on behalf of each
trust; (5) policy holders under Zurich-American Insurance Group's collateral
investment program investing at least $200,000 in a Fund; and (6) investment
companies managed by Scudder Kemper that invest primarily in other investment
companies. Class I shares currently are available for purchase only from Kemper
Distributors, Inc. ("KDI"), principal underwriter for the Funds, and, in the
case of category (4) above, selected dealers authorized by KDI. Share
certificates are not available for Class I shares.
General. As described in the Funds' prospectus, shares of a Fund are sold at
their public offering price, which is the net asset value per share of the Fund
next determined after an order is received in proper form plus, with respect to
Class A shares of each Fund, an initial sales charge. The minimum initial
investment is $1,000 and the minimum subsequent investment is $100 but such
minimum amounts may be changed at any time. An order for the purchase of shares
that is accompanied by a check drawn on a foreign bank (other than a check drawn
on a Canadian bank in U.S. Dollars) will not be considered in proper form and
will not be processed unless and until a Fund determines that it has received
payment of the proceeds of the check. The time required for such a determination
will vary and cannot be determined in advance.
Upon receipt by the Shareholder Service Agent of a request for redemption,
shares of a Fund will be redeemed by a Fund at the applicable net asset value
per share of such Fund as described in the Funds' prospectus.
Scheduled variations in or the elimination of the initial sales charge for
purchases of Class A shares or the contingent deferred sales charge for
redemption of Class B or Class C shares by certain classes of persons or through
certain types of transactions are provided because of anticipated economies in
sales and sales related efforts.
A Fund may suspend the right of redemption or delay payment more than seven days
(a) during any period when the New York Stock Exchange ("Exchange") is closed
other than customary weekend and holiday closings or during any period in which
trading on the Exchange is restricted, (b) during any period when an emergency
exists as a result of which (i) disposal of a Fund's investments is not
reasonably practicable, or (ii) it is not reasonably practicable for a Fund to
determine the value of its net assets, or (c) for such other periods as the
Securities and Exchange Commission may by order permit for the protection of a
Fund's shareholders.
The conversion of Class B shares to Class A shares may be subject to the
continuing availability of an opinion of counsel, ruling by the Internal Revenue
Service or other assurance acceptable to each Fund to the effect that (a) the
assessment of the distribution services fee with respect to Class B shares and
not Class A shares does not result in a Fund's dividends constituting
"preferential dividends" under the Internal Revenue Code, and (b) that the
conversion of Class B shares to Class A shares does not constitute a taxable
event under the Internal Revenue Code. The conversion of Class B shares to Class
A shares may be suspended if such assurance is not available. In that event, no
further conversions of Class B shares would occur, and shares might continue to
be subject to the distribution services fee for an indefinite period that may
extend beyond the proposed conversion date.
The Fund has authorized certain members of the National Association of
Securities Dealers, Inc. ("NASD"), other than Kemper Distributors, Inc. ("KDI")
to accept purchase and redemption orders for a Fund's shares. Those brokers may
also designate other parties to accept purchase and redemption orders on a
Fund's behalf. Orders for purchase or redemption will be deemed to have been
received by a Fund when such brokers or their authorized designees accept the
orders. Subject to the terms of the contract between a Fund and the broker,
ordinarily orders will be priced as a Fund's net asset value next computed after
acceptance by such brokers or their authorized designees. Further, if purchases
or redemptions of a Fund's shares are arranged and settlement is made at an
investor's election through any other authorized NASD member, that member may,
at its discretion, charge a fee for that service. The Board of Trustees or
Directors as the case may be ("Board") of a Fund and KDI each has the right to
limit the amount of
45
<PAGE>
purchases by, and to refuse to sell to, any person. The Board and KDI may
suspend or terminate the offering of shares of a Fund at any time for any
reason.
REPURCHASE AND REDEMPTION OF SHARES
General. Any shareholder may require a Fund to redeem his or her shares. When
shares are held for the account of a shareholder by the Funds' transfer agent,
the shareholder may redeem them by sending a written request with signatures
guaranteed to Kemper Mutual Funds, Attention: Redemption Department, P.O. Box
419557, Kansas City, Missouri 64141-6557. When certificates for shares have been
issued, they must be mailed to or deposited with the Shareholder Service Agent,
along with a duly endorsed stock power and accompanied by a written request for
redemption. Redemption requests and a stock power must be endorsed by the
account holder with signatures guaranteed by a commercial bank, trust company,
savings and loan association, federal savings bank, member firm of a national
securities exchange or other eligible financial institution. The redemption
request and stock power must be signed exactly as the account is registered
including any special capacity of the registered owner. Additional documentation
may be requested, and a signature guarantee is normally required, from
institutional and fiduciary account holders, such as corporations, custodians
(e.g., under the Uniform Transfers to Minors Act), executors, administrators,
trustees or guardians.
The redemption price for shares of a Fund will be the net asset value per share
of that Fund next determined following receipt by the Shareholder Service Agent
of a properly executed request with any required documents as described above.
Payment for shares redeemed will be made in cash as promptly as practicable but
in no event later than seven days after receipt of a properly executed request
accompanied by any outstanding share certificates in proper form for transfer.
When a Fund is asked to redeem shares for which it may not have yet received
good payment (i.e., purchases by check, EXPRESS-Transfer or Bank Direct
Deposit), it may delay transmittal of redemption proceeds until it has
determined that collected funds have been received for the purchase of such
shares, which will be up to 10 days from receipt by a Fund of the purchase
amount. The redemption within two years of Class A shares purchased at net asset
value under the Large Order NAV Purchase Privilege may be subject to a
contingent deferred sales charge (see "Purchase, Repurchase and Redemption of
Shares -- Initial Sales Charge Alternative -- Class A Shares"), the redemption
of Class B shares within six years may be subject to a contingent deferred sales
charge (see "Contingent Deferred Sales Charge -- Class B Shares" below), and the
redemption of Class C shares within the first year following purchase may be
subject to a contingent deferred sales charge (see "Contingent Deferred Sales
Charge -- Class C Shares" below).
Because of the high cost of maintaining small accounts, the Funds may assess a
quarterly fee of $9 on an account with a balance below $1,000 for the quarter.
The fee will not apply to accounts enrolled in an automatic investment program,
Individual Retirement Accounts or employer sponsored employee benefit plans
using the subaccount record keeping system made available through the
Shareholder Service Agent.
Shareholders can request the following telephone privileges: expedited wire
transfer redemptions and EXPRESS-Transfer transactions (see "Special Features")
and exchange transactions for individual and institutional accounts and
pre-authorized telephone redemption transactions for certain institutional
accounts. Shareholders may choose these privileges on the account application or
by contacting the Shareholder Service Agent for appropriate instructions. Please
note that the telephone exchange privilege is automatic unless the shareholder
refuses it on the account application. A Fund or its agents may be liable for
any losses, expenses or costs arising out of fraudulent or unauthorized
telephone requests pursuant to these privileges unless a Fund or its agents
reasonably believe, based upon reasonable verification procedures, that the
telephonic instructions are genuine. The shareholder will bear the risk of loss,
including loss resulting from fraudulent or unauthorized transactions, as long
as the reasonable verification procedures are followed. The verification
procedures include recording instructions, requiring certain identifying
information before acting upon instructions and sending written confirmations.
Telephone Redemptions. If the proceeds of the redemption (prior to the
imposition of any contingent deferred sales charge) are $50,000 or less and the
proceeds are payable to the shareholder of record at the address of record,
normally a telephone request or a written request by any one account holder
without a signature guarantee is sufficient for redemptions by individual or
joint account holders, and trust, executor guardian and custodial account
holders, provided the trustee, executor guardian or custodian is named in the
account registration. Other institutional account holders may exercise this
special privilege of redeeming shares by telephone request or written request
without signature guarantee subject to the same conditions as individual account
holders and subject to the limitations on liability described under "General"
above, provided
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that this privilege has been pre-authorized by the institutional account holder
or guardian account holder by written instruction to the Shareholder Service
Agent with signatures guaranteed. Telephone requests may be made by calling
1-800-621-1048. Shares purchased by check or through EXPRESS-Transfer or Bank
Direct Deposit may not be redeemed under this privilege of redeeming shares by
telephone request until such shares have been owned for at least 10 days. This
privilege of redeeming shares by telephone request or by written request without
a signature guarantee may not be used to redeem shares held in certificated form
and may not be used if the shareholder's account has had an address change
within 30 days of the redemption request. During periods when it is difficult to
contact the Shareholder Service Agent by telephone, it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
The Funds reserve the right to terminate or modify this privilege at any time.
Repurchases (Confirmed Redemptions). A request for repurchase may be
communicated by a shareholder through a securities dealer or other financial
services firm to KDI, which each Fund has authorized to act as its agent. There
is no charge by KDI with respect to repurchases; however, dealers or other firms
may charge customary commissions for their services. Dealers and other financial
services firms are obligated to transmit orders promptly. The repurchase price
will be the net asset value of a Fund next determined after receipt of a request
by KDI. However, requests for repurchases received by dealers or other firms
prior to the determination of net asset value (see "Net Asset Value") and
received by KDI prior to the close of KDI's business day will be confirmed at
the net asset value effective on that day. The offer to repurchase may be
suspended at any time. Requirements as to stock powers, certificates, payments
and delay of payments are the same as for redemptions.
Expedited Wire Transfer Redemptions. If the account holder has given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares of a Fund can be redeemed and proceeds sent by federal wire
transfer to a single previously designated account. Requests received by the
Shareholder Service Agent prior to the determination of net asset value will
result in shares being redeemed that day at the net asset value of a Fund
effective on that day and normally the proceeds will be sent to the designated
account the following business day. Delivery of the proceeds of a wire
redemption request of $250,000 or more may be delayed by a Fund for up to seven
days if Scudder Kemper deems it appropriate under then current market
conditions. Once authorization is on file, the Shareholder Service Agent will
honor requests by telephone at 1-800-621-1048 or in writing, subject to the
limitations on liability described under "General" above. The Funds are not
responsible for the efficiency of the federal wire system or the account
holder's financial services firm or bank. The Funds currently do not charge the
account holder for wire transfers. The account holder is responsible for any
charges imposed by the account holder's firm or bank. There is a $1,000 wire
redemption minimum (including any contingent deferred sales charge). To change
the designated account to receive wire redemption proceeds, send a written
request to the Shareholder Service Agent with signatures guaranteed as described
above or contact the firm through which shares of a Fund were purchased. Shares
purchased by check or through EXPRESS-Transfer or Bank Direct Deposit may not be
redeemed by wire transfer until such shares have been owned for at least 10
days. Account holders may not use this privilege to redeem shares held in
certificated form. During periods when it is difficult to contact the
Shareholder Service Agent by telephone, it may be difficult to use the expedited
redemption privilege. The Funds reserve the right to terminate or modify this
privilege at any time.
Contingent Deferred Sales Charge -- Large Order NAV Purchase Privilege. A
contingent deferred sales charge may be imposed upon redemption of Class A
shares that are purchased under the Large Order NAV Purchase Privilege as
follows: 1% if they are redeemed within one year of purchase and 0.50% if they
are redeemed during the second year following purchase. The charge will not be
imposed upon redemption of reinvested dividends or share appreciation. The
charge is applied to the value of the shares redeemed excluding amounts not
subject to the charge. The contingent deferred sales charge will be waived in
the event of: (a) redemptions by a participant-directed qualified retirement
plan described in Code Section 401(a) or a participant-directed non-qualified
deferred compensation plan described in Code Section 457 or a
participant-directed qualified retirement plan described in Code Section
403(b)(7) which is not sponsored by a K-12 school district; (b) redemptions by
employer sponsored employee benefit plans using the subaccount record keeping
system made available through the Shareholder Service Agent or its affiliates;
(c) redemption of shares of a shareholder (including a registered joint owner)
who has died; (d) redemption of shares of a shareholder (including a registered
joint owner) who after purchase of the shares being redeemed becomes totally
disabled (as evidenced by a determination by the federal Social Security
Administration); (e) redemptions under a Fund's Systematic Withdrawal Plan at a
maximum of 10% per year of the net asset value of the account; and (f)
redemptions of shares whose dealer of record at the time of the investment
notifies KDI that the dealer waives the commission applicable to such Large
Order NAV Purchase.
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Contingent Deferred Sales Charge -- Class B Shares. A contingent deferred sales
charge may be imposed upon redemption of Class B shares. There is no such charge
upon redemption of any share appreciation or reinvested dividends on Class B
shares. The charge is computed at the following rates applied to the value of
the shares redeemed excluding amounts not subject to the charge.
Contingent Deferred
Year of Redemption After Purchase Sales Charge
--------------------------------- ------------
First 4%
Second 3%
Third 3%
Fourth 2%
Fifth 2%
Sixth 1%
The contingent deferred sales charge will be waived: (a) in the event of the
total disability (as evidenced by a determination by the federal Social Security
Administration) of the shareholder (including a registered joint owner)
occurring after the purchase of the shares being redeemed, (b) in the event of
the death of the shareholder (including a registered joint owner), (c) for
redemptions made pursuant to a systematic withdrawal plan (see "Special Features
- -- Systematic Withdrawal Plan" below) and (d) for redemptions 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 Section 72(t)(2)(A)(iv) prior to age 59 1/2; and (e)
for redemptions 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). The contingent deferred sales
charge will also be waived in connection with the following redemptions of
shares held by employer sponsored employee benefit plans maintained on the
subaccount record keeping system made available by the Shareholder Service
Agent: (a) redemptions to satisfy participant loan advances (note that loan
repayments constitute new purchases for purposes of the contingent deferred
sales charge and the conversion privilege), (b) redemptions in connection with
retirement distributions (limited at any one time to 10% of the total value of
plan assets invested in a Fund), (c) redemptions in connection with
distributions qualifying under the hardship provisions of the Internal Revenue
Code and (d) redemptions representing returns of excess contributions to such
plans.
Contingent Deferred Sales Charge -- Class C Shares. A contingent deferred sales
charge of 1% may be imposed upon redemption of Class C shares if they are
redeemed within one year of purchase. The charge will not be imposed upon
redemption of reinvested dividends or share appreciation. The charge is applied
to the value of the shares redeemed excluding amounts not subject to the charge.
The contingent deferred sales charge will be waived: (a) in the event of the
total
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disability (as evidenced by a determination by the federal Social Security
Administration) of the shareholder (including a registered joint owner)
occurring after the purchase of the shares being redeemed, (b) in the event of
the death of the shareholder (including a registered joint owner), (c) for
redemptions made pursuant to a systematic withdrawal plan (limited to 10% of the
net asset value of the account during the first year, see "Special Features --
Systematic Withdrawal Plan"), (d) for redemptions 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 Section 72(t)(2)(A)(iv) prior to age 59 1/2, (e) for redemptions 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), (f) for any participant-directed redemption
of shares held by employer sponsored employee benefit plans maintained on the
subaccount record keeping system made available by the Shareholder Service Agent
(g) redemption of shares by an employer sponsored employee benefit plan that
offers funds in addition to Kemper Funds and whose dealer of record has waived
the advance of the first year administrative service and distribution fees
applicable to such shares and agrees to receive such fees quarterly, and (f)
redemption of shares purchased through a dealer-sponsored asset allocation
program maintained on an omnibus record-keeping system provided the dealer of
record had waived the advance of the first year administrative services and
distribution fees applicable to such shares and has agreed to receive such fees
quarterly.
Contingent Deferred Sales Charge -- General. The following example will
illustrate the operation of the contingent deferred sales charge. Assume that an
investor makes a single purchase of $10,000 of a Fund's Class B shares and that
16 months later the value of the shares has grown by $1,000 through reinvested
dividends and by an additional $1,000 in appreciation to a total of $12,000. If
the investor were then to redeem the entire $12,000 in share value, the
contingent deferred sales charge would be payable only with respect to $10,000
because neither the $1,000 of reinvested dividends nor the $1,000 of share
appreciation is subject to the charge. The charge would be at the rate of 3%
($300) because it was in the second year after the purchase was made.
The rate of the contingent deferred sales charge is determined by the length of
the period of ownership. Investments are tracked on a monthly basis. The period
of ownership for this purpose begins the first day of the month in which the
order for the investment is received. For example, an investment made in
December, 1998 will be eligible for the second year's charge if redeemed on or
after December 1, 1999. In the event no specific order is requested, the
redemption will be made first from shares representing reinvested dividends and
then from the earliest purchase of shares. KDI receives any contingent deferred
sales charge directly.
Reinvestment Privilege. A shareholder who has redeemed Class A shares of a Fund
or any other Kemper Mutual Fund listed under "Special Features -- Class A Shares
- -- Combined Purchases" (other than shares of the Kemper Cash Reserves Fund
purchased directly at net asset value) may reinvest up to the full amount
redeemed at net asset value at the time of the reinvestment in Class A shares of
a Fund or of the other listed Kemper Mutual Funds. A shareholder of a Fund or
other Kemper Mutual Fund who redeems Class A shares purchased under the Large
Order NAV Purchase Privilege (see "Purchase, Repurchase and Redemption of Shares
- -- Initial Sales Charge Alternative -- Class A Shares") or Class B shares or
Class C shares and incurs a contingent deferred sales charge may reinvest up to
the full amount redeemed at net asset value at the time of the reinvestment in
Class A shares, Class B shares or Class C shares, as the case may be, of a Fund
or of other Kemper Mutual Funds. The amount of any contingent deferred sales
charge also will be reinvested. These reinvested shares will retain their
original cost and purchase date for purposes of the contingent deferred sales
charge. Also, a holder of Class B shares who has redeemed shares may reinvest up
to the full amount redeemed, less any applicable contingent deferred sales
charge that may have been imposed upon the redemption of such shares, at net
asset value in Class A shares of a Fund or of the other Kemper Mutual Funds
listed under "Special Features -- Class A Shares -- Combined Purchases."
Purchases through the reinvestment privilege are subject to the minimum
investment requirements applicable to the shares being purchased and may only be
made for Kemper Mutual Funds available for sale in the shareholder's state of
residence as listed under "Special Features -- Exchange Privilege." The
reinvestment privilege can be used only once as to any specific shares and
reinvestment must be effected within six months of the redemption. If a loss is
realized on the redemption of a Funds' shares, the reinvestment in the same Fund
may be subject to the "wash sale" rules if made within 30 days of the
redemption, resulting in a postponement of the recognition of such loss for
federal income tax purposes. The reinvestment privilege may be terminated or
modified at any time.
SPECIAL FEATURES
Class A Shares -- Combined Purchases. Each Fund's Class A shares (or the
equivalent) may be purchased at the rate applicable to the discount bracket
attained by combining concurrent investments in Class A shares of any of the
following
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funds: Kemper Aggressive Growth Fund, Kemper Asian Growth Fund, Kemper Blue Chip
Fund, Kemper California Tax-Free Income Fund, Kemper Cash Reserves Fund, Kemper
Contrarian Fund, Kemper Emerging Markets Growth Fund, Kemper Emerging Markets
Income Fund, Kemper Europe Fund, Kemper Florida Tax-Free Income Fund, Kemper
Global Blue Chip Fund, Kemper Global Income Fund, Kemper Growth Fund, Kemper
High Yield Fund, Kemper High Yield Fund II, Kemper High Yield Opportunity,
Kemper Horizon 10+ Portfolio, Kemper Horizon 20+ Portfolio, Kemper Horizon 5
Portfolio, Kemper Income And Capital Preservation Fund, Kemper Intermediate
Municipal Bond, Kemper International Fund, Kemper International Growth and
Income Fund, Kemper Large Company Growth Fund (currently available only to
employees of Scudder Kemper Investments, Inc.; not available in all states),
Kemper Latin America Fund, Kemper Municipal Bond Fund, Kemper New York Tax-Free
Income Fund, Kemper Ohio Tax-Free Income Fund, Kemper Research Fund (currently
available only to employees of Scudder Kemper Investments, Inc.; not available
in all states), Kemper Target 2010 Fund, Kemper Retirement Fund -- Series II,
Kemper Retirement Fund -- Series III, Kemper Retirement Fund -- Series IV,
Kemper Retirement Fund -- Series V, Kemper Retirement Fund -- Series VI, Kemper
Retirement Fund -- Series VII, Kemper Short-Term U.S. Government Fund, Kemper
Small Cap Value Fund, Kemper Small Cap Value+Growth Fund (currently available
only to employees of Scudder Kemper Investments, Inc.; not available in all
states), Kemper Small Capitalization Equity Fund, Kemper Small Cap Relative
Value Fund, Kemper Strategic Income Fund, Kemper Technology Fund, Kemper Total
Return Fund, Kemper U.S. Government Securities Fund, Kemper U.S. Growth and
Income Fund, Kemper U.S. Mortgage Fund, Kemper Value+Growth Fund, Kemper
Worldwide 2004 Fund, Kemper-Dreman High Return Equity Fund, Kemper-Dreman
Financial Services Fund ("Kemper Mutual Funds"). Except as noted below, there is
no combined purchase credit for direct purchases of shares of Zurich Money
Funds, Cash Equivalent Fund, Tax-Exempt California Money Market Fund, Cash
Account Trust, Investors Municipal Cash Fund or Investors Cash Trust ("Money
Market Funds"), which are not considered "Kemper Mutual Funds" for purposes
hereof. For purposes of the Combined Purchases feature described above as well
as for the Letter of Intent and Cumulative Discount features described below,
employer sponsored employee benefit plans using the subaccount record keeping
system made available through the Shareholder Service Agent or its affiliates
may include: (a) Money Market Funds as "Kemper Mutual Funds," (b) all classes of
shares of any Kemper Mutual Fund, and (c) the value of any other plan
investments, such as guaranteed investment contracts and employer stock,
maintained on such subaccount record keeping system.
Class A Shares -- Letter of Intent. The same reduced sales charges for Class A
shares, as shown in the applicable prospectus, also apply to the aggregate
amount of purchases of such Kemper Mutual Funds listed above made by any
purchaser within a 24-month period under a written Letter of Intent ("Letter")
provided by KDI. The Letter, which imposes no obligation to purchase or sell
additional Class A shares, provides for a price adjustment depending upon the
actual amount purchased within such period. The Letter provides that the first
purchase following execution of the Letter must be at least 5% of the amount of
the intended purchase, and that 5% of the amount of the intended purchase
normally will be held in escrow in the form of shares pending completion of the
intended purchase. If the total investments under the Letter are less than the
intended amount and thereby qualify only for a higher sales charge than actually
paid, the appropriate number of escrowed shares are redeemed and the proceeds
used toward satisfaction of the obligation to pay the increased sales charge.
The Letter for an employer sponsored employee benefit plan maintained on the
subaccount record keeping system available through the Shareholder Service Agent
may have special provisions regarding payment of any increased sales charge
resulting from a failure to complete the intended purchase under the Letter. A
shareholder may include the value (at the maximum offering price) of all shares
of such Kemper Mutual Funds held of record as of the initial purchase date under
the Letter as an "accumulation credit" toward the completion of the Letter, but
no price adjustment will be made on such shares. Only investments in Class A
shares of a Fund are included for this privilege.
Class A Shares -- Cumulative Discount. Class A shares of a Fund may also be
purchased at the rate applicable to the discount bracket attained by adding to
the cost of shares of a Fund being purchased, the value of all Class A shares of
the above mentioned Kemper Mutual Funds (computed at the maximum offering price
at the time of the purchase for which the discount is applicable) already owned
by the investor.
Class A Shares -- Availability of Quantity Discounts. An investor or the
investor's dealer or other financial services firm must notify the Shareholder
Service Agent or KDI whenever a quantity discount or reduced sales charge is
applicable to a purchase. Upon such notification, the investor will receive the
lowest applicable sales charge. Quantity discounts described above may be
modified or terminated at any time.
Exchange Privilege. Shareholders of Class A, Class B and Class C shares may
exchange their shares for shares of the corresponding class of other Kemper
Mutual Funds in accordance with the provisions below.
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Class A Shares. Class A shares of the Kemper Mutual Funds and shares of the
Money Market Funds listed under "Special Features -- Class A Shares -- Combined
Purchases" above may be exchanged for each other at their relative net asset
values. Shares of Money Market Funds and the Kemper Cash Reserves Fund that were
acquired by purchase (not including shares acquired by dividend reinvestment)
are subject to the applicable sales charge on exchange. Series of Kemper Target
Equity Fund are available on exchange only during the Offering Period for such
series as described in the applicable prospectus. Cash Equivalent Fund,
Tax-Exempt California Money Market Fund, Cash Account Trust, Investors Municipal
Cash Fund and Investors Cash Trust are available on exchange but only through a
financial services firm having a services agreement with KDI.
Class A shares of a Fund purchased under the Large Order NAV Purchase Privilege
may be exchanged for Class A shares of another Kemper Mutual Fund or a Money
Market Fund under the exchange privilege described above without paying any
contingent deferred sales charge at the time of exchange. If the Class A shares
received on exchange are redeemed thereafter, a contingent deferred sales charge
may be imposed in accordance with the foregoing requirements provided that the
shares redeemed will retain their original cost and purchase date for purposes
of the contingent deferred sales charge.
Class B Shares. Class B shares of a Fund and Class B shares of any other Kemper
Mutual Fund listed under "Special Features -- Class A Shares -- Combined
Purchases" may be exchanged for each other at their relative net asset values.
Class B shares may be exchanged without any contingent deferred sales charge
being imposed at the time of exchange. For purposes of the contingent deferred
sales charge that may be imposed upon the redemption of the Class B shares
received on exchange, amounts exchanged retain their original cost and purchase
date.
Class C Shares. Class C shares of a Fund and Class C shares of any other Kemper
Mutual Fund listed under "Special Features -- Class A Shares -- Combined
Purchases" may be exchanged for each other at their relative net asset values.
Class C shares may be exchanged without a contingent deferred sales charge being
imposed at the time of exchange. For determining whether there is a contingent
deferred sales charge that may be imposed upon the redemption of the Class C
shares received by exchange, they retain the cost and purchase date of the
shares that were originally purchased and exchanged.
General. Shares of a Kemper Mutual Fund with a value in excess of $1,000,000
(except Kemper Cash Reserves Fund) acquired by exchange from another Kemper
Mutual Fund, or from a Money Market Fund, may not be exchanged thereafter until
they have been owned for 15 days (the "15 Day Hold Policy"). In addition, shares
of a Kemper fund with a value of $1,000,000 or less (except Kemper Cash Reserves
Fund) acquired by exchange from another Kemper fund, or from a money market
fund, may not be exchanged thereafter until they have been owned for 15 days,
if, in the Adviser's judgment, the exchange activity may have an adverse effect
on the fund. In particular, a pattern of exchanges that coincides with a "market
timing" strategy may be disruptive to the Kemper fund and therefore may be
subject to the 15-Day Hold Policy. For purposes of determining whether the 15
Day Hold Policy applies to a particular exchange, the value of the shares to be
exchanged shall be computed by aggregating the value of shares being exchanged
for all accounts under common control, direction, or advice, including without
limitation, accounts administered by a financial services firm offering market
timing, asset allocation or similar services. The total value of shares being
exchanged must at least equal the minimum investment requirement of the Kemper
Fund into which they are being exchanged. Exchanges are made based on relative
dollar values of the shares involved in the exchange. There is no service fee
for an exchange; however, dealers or other firms may charge for their services
in effecting exchange transactions. Exchanges will be effected by redemption of
shares of the fund held and purchase of shares of the other fund. For federal
income tax purposes, any such exchange constitutes a sale upon which a gain or
loss may be realized, depending upon whether the value of the shares being
exchanged is more or less than the shareholder's adjusted cost basis of such
shares. Shareholders interested in exercising the exchange privilege may obtain
prospectuses of the other funds from dealers, other firms or KDI. Exchanges may
be accomplished by a written request to KSvC, Attention: Exchange Department,
P.O. Box 419557, Kansas City, Missouri 64141-6557, or by telephone if the
shareholder has given authorization. Once the authorization is on file, the
Shareholder Service Agent will honor requests by telephone at 1-800-621-1048,
subject to the limitations on liability under "Purchase, Repurchase and
Redemption of Shares -- General." Any share certificates must be deposited prior
to any exchange of such shares. During periods when it is difficult to contact
the Shareholder Service Agent by telephone, it may be difficult to use the
telephone exchange privilege. The exchange privilege is not a right and may be
suspended, terminated or modified at any time. Except as otherwise permitted by
applicable regulations, 60 days' prior written notice of any termination or
material change will be provided. Exchanges may only be made for funds that are
available for sale in the shareholder's state of residence. Currently,
Tax-Exempt California Money Market Fund is available for sale only in California
and the portfolios of Investors Municipal Cash Fund are available for sale only
in certain states.
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Systematic Exchange Privilege. The owner of $1,000 or more of any class of the
shares of a Kemper Mutual Fund or Money Market Fund may authorize the automatic
exchange of a specified amount ($100 minimum) of such shares for shares of the
same class of another such Kemper Fund. If selected, exchanges will be made
automatically until the privilege is terminated by the shareholder or the other
Kemper Fund. Exchanges are subject to the terms and conditions described above
under "Exchange Privilege" except that the $1,000 minimum investment requirement
for the Kemper Fund acquired on exchange is not applicable. This privilege may
not be used for the exchange of shares held in certificated form.
EXPRESS-Transfer. EXPRESS-Transfer permits the transfer of money via the
Automated Clearing House System (minimum $100 and maximum $50,000) from a
shareholder's bank, savings and loan, or credit union account to purchase shares
in a Fund. Shareholders can also redeem shares (minimum $100 and maximum
$50,000) from their Fund account and transfer the proceeds to their bank,
savings and loan, or credit union checking account. Shares purchased by check or
through EXPRESS-Transfer or Bank Direct Deposit may not be redeemed under this
privilege until such shares have been owned for at least 10 days. By enrolling
in EXPRESS-Transfer, the shareholder authorizes the Shareholder Service Agent to
rely upon telephone instructions from any person to transfer the specified
amounts between the shareholder's Fund account and the predesignated bank,
savings and loan or credit union account, subject to the limitations on
liability under "Purchase, Repurchase and Redemption of Shares -- General." Once
enrolled in EXPRESS-Transfer, a shareholder can initiate a transaction by
calling Shareholder Services toll free at 1-800-621-1048 Monday through Friday,
8:00 a.m. to 3:00 p.m. Chicago time. Shareholders may terminate this privilege
by sending written notice to KSvC, P.O. Box 419415, Kansas City, Missouri
64141-6415. Termination will become effective as soon as the Shareholder Service
Agent has had a reasonable time to act upon the request. EXPRESS-Transfer cannot
be used with passbook savings accounts or for tax-deferred plans such as
Individual Retirement Accounts ("IRAs").
Bank Direct Deposit. A shareholder may purchase additional shares of a Fund
through an automatic investment program. With the Bank Direct Deposit Purchase
Plan, investments are made automatically (minimum $50 maximum $50,000) from the
shareholder's account at a bank, savings and loan or credit union into the
shareholder's Fund account. By enrolling in Bank Direct Deposit, the shareholder
authorizes a Fund and its agents to either draw checks or initiate Automated
Clearing House debits against the designated account at a bank or other
financial institution. This privilege may be selected by completing the
appropriate section on the Account Application or by contacting the Shareholder
Service Agent for appropriate forms. A shareholder may terminate his or her Plan
by sending written notice to KSvC, P.O. Box 419415, Kansas City, Missouri
64141-6415. Termination by a shareholder will become effective within thirty
days after the Shareholder Service Agent has received the request. A Fund may
immediately terminate a shareholder's Plan in the event that any item is unpaid
by the shareholder's financial institution. The Funds may terminate or modify
this privilege at any time.
Payroll Direct Deposit and Government Direct Deposit. A shareholder may invest
in a Fund through Payroll Direct Deposit or Government Direct Deposit. Under
these programs, all or a portion of a shareholder's net pay or government check
is automatically invested in a Fund account each payment period. A shareholder
may terminate participation in these programs by giving written notice to the
shareholder's employer or government agency, as appropriate. (A reasonable time
to act is required.) A Fund is not responsible for the efficiency of the
employer or government agency making the payment or any financial institutions
transmitting payments.
Systematic Withdrawal Plan. The owner of $5,000 or more of a class of a Fund's
shares at the offering price (net asset value plus, in the case of Class A
shares, the initial sales charge) may provide for the payment from the owner's
account of any requested dollar amount up to $50,000 to be paid to the owner or
a designated payee monthly, quarterly, semiannually or annually. The $5,000
minimum account size is not applicable to Individual Retirement Accounts. The
minimum periodic payment is $100. The maximum annual rate at which Class B
shares may be redeemed (and Class A shares purchased under the Large Order NAV
Purchase Privilege and Class C shares in their first year following the
purchase) under a systematic withdrawal plan is 10% of the net asset value of
the account. Shares are redeemed so that the payee will receive payment
approximately the first of the month. Any income and capital gain dividends will
be automatically reinvested at net asset value. A sufficient number of full and
fractional shares will be redeemed to make the designated payment. Depending
upon the size of the payments requested and fluctuations in the net asset value
of the shares redeemed, redemptions for the purpose of making such payments may
reduce or even exhaust the account.
The purchase of Class A shares while participating in a systematic withdrawal
plan will ordinarily be disadvantageous to the investor because the investor
will be paying a sales charge on the purchase of shares at the same time that
the investor is redeeming shares upon which a sales charge may have already been
paid. Therefore, a Fund will not knowingly permit
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additional investments of less than $2,000 if the investor is at the same time
making systematic withdrawals. KDI will waive the contingent deferred sales
charge on redemptions of Class A shares purchased under the Large Order NAV
Purchase Privilege, Class B shares and Class C shares made pursuant to a
systematic withdrawal plan. The right is reserved to amend the systematic
withdrawal plan on 30 days' notice. The plan may be terminated at any time by
the investor or the Funds.
Tax-Sheltered Retirement Plans. The Shareholder Service Agent provides
retirement plan services and documents and KDI can establish investor accounts
in any of the following types of retirement plans:
Individual Retirement Accounts ("IRAs") with IFTC as custodian. This includes
Savings Incentive Match Plan for Employees of Small Employers ("SIMPLE"), IRA
accounts and Simplified Employee Pension Plan ("SEP") IRA accounts and prototype
documents.
403(b)(7) Custodial Accounts also with IFTC as custodian. This type of plan is
available to employees of most non-profit organizations.
Prototype money purchase pension and profit-sharing plans may be adopted by
employers. The maximum annual contribution per participant is the lesser of 25%
of compensation or $30,000.
Brochures describing the above plans as well as model defined benefit plans,
target benefit plans, 457 plans, 401(k) plans, SIMPLE 401(k) plans and materials
for establishing them are available from the Shareholder Service Agent upon
request. The brochures for plans with IFTC as custodian describe the current
fees payable to IFTC for its services as custodian. Investors should consult
with their own tax advisers before establishing a retirement plan.
ADDITIONAL TRANSACTION INFORMATION
General. Banks and other financial services firms may provide administrative
services related to order placement and payment to facilitate transactions in
shares of a Fund for their clients, and KDI may pay them a transaction fee up to
the level of the discount or commission allowable or payable to dealers, as
described above. Banks are currently prohibited under the Glass-Steagall Act
from providing certain underwriting or distribution services. Banks or other
financial services firms may be subject to various state laws regarding the
services described above and may be required to register as dealers pursuant to
state law. If banking firms were prohibited from acting in any capacity or
providing any of the described services, management would consider what action,
if any, would be appropriate. KDI does not believe that termination of a
relationship with a bank would result in any material adverse consequences to a
Fund.
KDI may, from time to time, pay or allow to firms a 1% commission on the amount
of shares of a Fund sold by the firm under the following conditions: (i) the
purchased shares are held in a Kemper IRA account, (ii) the shares are purchased
as a direct "roll over" of a distribution from a qualified retirement plan
account maintained on a participant subaccount record keeping system provided by
Kemper Service Company ("KSvC"), (iii) the registered representative placing the
trade is a member of ProStar, a group of persons designated by KSvC in
acknowledgment of their dedication to the employee benefit plan area and (iv)
the purchase is not otherwise subject to a commission.
In addition to the discounts or commissions described above, KDI will, from time
to time, pay or allow additional discounts, commissions or promotional
incentives, in the form of cash, to firms that sell shares of the Funds. In some
instances, such discounts, commissions or other incentives will be offered only
to certain firms that sell or are expected to sell during specified time periods
certain minimum amounts of shares of the Funds or other funds underwritten by
KDI.
Orders for the purchase of shares of a Fund will be confirmed at a price based
on the net asset value of that Fund next determined after receipt by KDI of the
order accompanied by payment. However, orders received by dealers or other
financial services firms prior to the determination of net asset value (see "Net
Asset Value") and received by KDI prior to the close of its business day will be
confirmed at a price based on the net asset value effective on that day ("trade
date"). The Funds reserve the right to determine the net asset value more
frequently than once a day if deemed desirable. Dealers and other financial
services firms are obligated to transmit orders promptly. Collection may take
significantly longer for a check drawn on a foreign bank than for a check drawn
on a domestic bank. Therefore, if an order is accompanied by a check drawn on a
foreign bank, funds must normally be collected before shares will be purchased.
See "Purchase and Redemption of Shares."
Investment dealers and other firms provide varying arrangements for their
clients to purchase and redeem the Funds' shares. Some may establish higher
minimum investment requirements than set forth above. Firms may arrange with
their clients for other investment or administrative services. Such firms may
independently establish and charge additional amounts to their
53
<PAGE>
clients for such services, which charges would reduce the clients' return. Firms
also may hold the Funds' shares in nominee or street name as agent for and on
behalf of their customers. In such instances, the Funds' transfer agent will
have no information with respect to or control over the accounts of specific
shareholders. Such shareholders may obtain access to their accounts and
information about their accounts only from their firm. Certain of these firms
may receive compensation from the Funds through the Shareholder Service Agent
for recordkeeping and other expenses relating to these nominee accounts. In
addition, certain privileges with respect to the purchase and redemption of
shares or the reinvestment of dividends may not be available through such firms.
Some firms may participate in a program allowing them access to their clients'
accounts for servicing including, without limitation, transfers of registration
and dividend payee changes; and may perform functions such as generation of
confirmation statements and disbursement of cash dividends. Such firms,
including affiliates of KDI, may receive compensation from the Funds through the
Shareholder Service Agent for these services. This Statement of Additional
Information should be read in connection with such firms' material regarding
their fees and services.
The Funds reserve the right to withdraw all or any part of the offering made by
this Statement of Additional Information and to reject purchase orders. Also,
from time to time, each Fund may temporarily suspend the offering of any class
of its shares to new investors. During the period of such suspension, persons
who are already shareholders of such class of a Fund normally are permitted to
continue to purchase additional shares of such class and to have dividends
reinvested.
Shareholders should direct their inquiries to KSvC, 811 Main Street, Kansas
City, Missouri 64105-2005 or to the firm from which they received this Statement
of Additional Information.
DIVIDENDS AND TAXES
Dividends. Each Fund normally declares and distributes monthly dividends of net
investment income and distributes any net realized capital gains at least
annually.
A Fund may at any time vary its foregoing dividend practices and, therefore,
reserves the right from time to time to either distribute or retain for
reinvestment such of its net investment income and its net short-term and
long-term capital gains as the Board of Trustees of a Fund determines
appropriate under the then current circumstances. In particular, and without
limiting the foregoing, a Fund may make additional distributions of net
investment income or capital gain net income in order to satisfy the minimum
distribution requirements contained in the Internal Revenue Code (the "Code").
Dividends paid by a Fund as to each class of its shares will be calculated in
the same manner, at the same time and on the same day. The level of income
dividends per share (as a percentage of net asset value) will be lower for Class
B and Class C shares than for Class A shares primarily as a result of the
distribution services fee applicable to Class B and Class C shares.
Distributions of capital gains, if any, will be paid in the same amount for each
class.
Income dividends and capital gain dividends, if any, of a Fund will be credited
to shareholder accounts in full and fractional shares of the same class of that
Fund at net asset value, except that, upon written request to the Shareholder
Service Agent, a shareholder may select one of the following options: (1) to
receive income and short-term capital gain dividends in cash and long-term
capital gain dividends in shares of the same class at net asset value; or (2) to
receive income and capital gain dividends in cash.
Any dividends of a Fund that are reinvested normally will be reinvested in
shares of the same class of that same Fund. However, upon written request to the
Shareholder Service Agent, a shareholder may elect to have dividends of a Fund
invested in shares of the same class of another Kemper Fund at the net asset
value of such class of such other fund. To use this privilege of investing
dividends of a Fund in shares of another Kemper Fund, shareholders must maintain
a minimum account value of $1,000 in a Fund distributing the dividends. The
Funds reinvest dividend checks (and future dividends) in shares of that same
Fund and class if checks are returned as undeliverable. Dividends and other
distributions in the aggregate amount of $10 or less are automatically
reinvested in shares of the same Fund unless the shareholder requests that such
policy not be applied to the shareholder's account.
Taxes. Each Fund intends to continue to qualify as a regulated investment
company under Subchapter M of the Code and, if so qualified, will not be liable
for federal income taxes to the extent its earnings are distributed. A Fund's
options, futures and foreign currency transactions are subject to special tax
provisions that may accelerate or defer recognition of certain gains or losses,
change the character of certain gains or losses, or alter the holding periods of
certain of a Fund's securities.
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<PAGE>
The mark-to-market rules of the Code may require a Fund to recognize unrealized
gains and losses on certain options and futures held by a Fund at the end of the
fiscal year. Under these provisions, 60% of any capital gain or loss recognized
will generally be treated as long-term and 40% as short-term. However, although
certain forward contracts on foreign currency are marked-to-market, the gain or
loss is generally ordinary under Section 988 of the Code. In addition, the
straddle rules of the Code would require deferral of certain losses realized on
positions of a straddle to the extent that a Fund had unrealized gains in
offsetting positions at year end.
Gains and losses attributable to fluctuations in the value of foreign currencies
will be characterized generally as ordinary gain or loss under Section 988 of
the Code. For example, if a Fund sold a foreign bond and part of the gain or
loss on the sale was attributable to an increase or decrease in the value of a
foreign currency, then the currency gain or loss may be treated as ordinary
income or loss. If such transactions result in greater net ordinary income, the
dividends paid by a Fund will be increased; if the result of such transactions
is lower net ordinary income, a portion of dividends paid could be classified as
a return of capital.
At August 31, 1999 the Short-Term Government Fund had an accumulated net
realized capital loss for federal income tax purposes of approximately
$9,204,000, which is available to offset future taxable capital gains. If not
applied, the carryover expires during the period 1999 through 2007. In addition,
from November 1, 1997 through August 31, 1999, the Fund incurred approximately
$2,820,000 of net realized losses. As permitted by tax regulations, the Fund
intends to elect to defer these losses and treat them as arising in the fiscal
year ending August 31, 2000. The Fund does not intend to distribute realized
capital gains until the capital loss carryover is exhausted.
At October 31, 1999, the Strategic Fund had an accumulated net realized capital
loss for federal income tax purposes of approximately $73,810,000, which is
available to offset future taxable capital gains. If not applied, the carryover
expires during the period 2002 through 2007. The Fund does not intend to
distribute realized capital gains until the capital loss carryover is exhausted.
At October 31, 1999, the Government Fund had an accumulated net realized capital
loss for federal income tax purposes of approximately $632,822,000, which is
available to offset future taxable capital gains. If not applied, the carryover
expires during the period 2002 through 2007. The Fund does not intend to
distribute realized capital gains until the capital loss carryover is exhausted.
At October 31, 1999, the Income and Capital Fund had an accumulated net realized
capital loss for federal income tax purposes of approximately $19,357,000, which
is available to offset future taxable capital gains. If not applied, the
carryover expires during the period 2002 through 2007. The Fund does not intend
to distribute realized capital gains until the capital loss carryover is
exhausted.
At September 30, 1999, the High Yield Fund had an accumulated net realized
capital loss for federal income tax purposes of approximately $90,019,000, which
is available to offset future taxable capital gains. If not applied, the
carryover expires during the period 2003 through 2007. The Fund does not intend
to distribute realized capital gains until the capital loss carryover is
exhausted.
At September 30, 1999, the Mortgage Fund had an accumulated net realized capital
loss for federal income tax purposes of approximately $604,550,000, which is
available to offset future taxable capital gains. If not applied, the carryover
expires during the period 2000 through 2005. The Fund does not intend to
distribute realized capital gains until the capital loss carryover is exhausted.
At September 30, 1999, the Opportunity Fund had an accumulated net realized
capital loss for federal income tax purposes of approximately $274,000, which is
available to offset future taxable capital gains. If not applied, the carryover
expires in 2007. In addition, from November 1, 1998 through September 30, 1999,
the Opportunity Fund, incurred approximately $1,543,000 of net realized losses.
As permitted by tax regulations, the Fund intends to elect to defer these losses
and treat them as arising in the fiscal year ending September 30, 2000. The Fund
does not intend to distribute realized capital gains until the capital loss
carryover is exhausted.
From October 31, 1998 through September 30, 1999, the High Yield Fund II,
incurred approximately $1,200,000 of net realized losses. As permitted by tax
regulations, the Fund intends to elect to defer these losses and treat them as
arising in the fiscal year ending October 31, 2000. The Fund does not intend to
distribute realized capital gains until the capital loss carryover is exhausted.
55
<PAGE>
A 4% excise tax is imposed on the excess of the required distribution for a
calendar year over the distributed amount for such calendar year. The required
distribution is the sum of 98% of a Fund's net investment income for the
calendar year plus 98% of its capital gain net income for the one-year period
ending October 31, plus any undistributed net investment income from the prior
calendar year, plus any undistributed capital gain net income from the one-year
period ended October 31 in the prior calendar year, minus any overdistribution
in the prior calendar year. For purposes of calculating the required
distribution, foreign currency gains or losses occurring after October 31 are
taken into account in the following calendar year. Each Fund intends to declare
or distribute dividends during the appropriate periods of an amount sufficient
to prevent imposition of the 4% excise tax.
A shareholder who redeems shares of a Fund will recognize capital gain or loss
for federal income tax purposes measured by the difference between the value of
the shares redeemed and the adjusted cost basis of the shares. Any loss
recognized on the redemption of Fund shares held six months or less will be
treated as long-term capital loss to the extent that the shareholder has
received any long-term capital gain dividends on such shares. A shareholder who
has redeemed shares of a Fund (other than shares of the Kemper Cash Reserves
Fund not acquired by exchange from another Kemper Mutual Fund) or other Kemper
Mutual Fund listed under "Special Features -- Class A Shares -- Combined
Purchases" may reinvest the amount redeemed at net asset value at the time of
the reinvestment in shares of any Fund or in shares of a Kemper Mutual Fund
within six months of the redemption as described in the prospectus. If redeemed
shares were purchased after October 3, 1989 and were held less than 91 days,
then the lesser of (a) the sales charge waived on the reinvested shares, or (b)
the sales charge incurred on the redeemed shares, is included in the basis of
the reinvested shares and is not included in the basis of the redeemed shares.
If a shareholder realized a loss on the redemption or exchange of a Fund's
shares and reinvests in shares of the same Fund within 30 days before or after
the redemption or exchange, the transactions may be subject to the wash sale
rules resulting in a postponement of the recognition of such loss for federal
income tax purposes. An exchange of a Fund's shares for shares of another fund
is treated as a redemption and reinvestment for federal income tax purposes upon
which gain or loss may be recognized.
A Fund's investment income derived from foreign securities and certain American
Depositary Receipts may be subject to foreign income taxes withheld at the
source. Because the amount of a Fund's investments in various countries will
change from time to time, it is not possible to determine the effective rate of
such taxes in advance.
Shareholders who are non-resident aliens are subject to U.S. withholding tax on
ordinary income dividends (whether received in cash or shares) at a rate of 30%
or such lower rate as prescribed by any applicable tax treaty. Dividends derived
from net investment income and net short-term capital gains are taxable to
shareholders as ordinary income and long-term capital gain dividends are taxable
to shareholders as long-term capital gain regardless of how long the shares have
been held and whether received in cash or shares. Long-term capital gain
dividends received by individual shareholders are taxed at a maximum rate of 20%
on gains realized by a Fund from securities held more than 12 months. Dividends
declared in October, November or December to shareholders of record as of a date
in one of those months and paid during the following January are treated as paid
on December 31 of the calendar year declared. A portion of the dividends paid by
the Strategic, High Yield or Opportunity Funds may qualify for the dividends
received deduction available to corporate shareholders. However, it is
anticipated that only a small portion, if any, of the dividends paid by such
Funds will so qualify. No portion of the dividends paid by the Short-Term
Government, Government, Income and Capital, or Mortgage Funds will qualify for
the dividends received deduction.
A dividend received shortly after the purchase of shares reduces the net asset
value of the shares by the amount of the dividend and, although in effect a
return of capital, will be taxable to the shareholder. If the net asset value of
shares were reduced below the shareholder's cost by dividends representing gains
realized on sales of securities, such dividends would be a return of investment
though taxable as stated above.
Fund dividends that are derived from interest on direct (but not guaranteed)
obligations of the U.S. Government and certain of its agencies and
instrumentalities may be exempt from state and local taxes in certain states. In
other states, arguments can be made that such distributions should be exempt
from state and local taxes based on federal law, 31 U.S.C. Section 3124, and the
U.S. Supreme Court's interpretation of that provision in American 37 Bank and
Trust Co. v. Dallas County, 463 U.S. 855 (1983). Shareholders should consult
their tax advisers regarding the possible exclusion of such portion of their
dividends for state and local income tax purposes. Each Fund is required by law
to withhold 31% of taxable dividends and redemption proceeds paid to certain
shareholders who do not furnish a correct taxpayer identification number (in the
case of individuals, a social security number) and in certain other
circumstances. Trustees of qualified retirement plans and 403(b)(7) accounts
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<PAGE>
are required by law to withhold 20% of the taxable portion of any distribution
that is eligible to be "rolled over." The 20% withholding requirement does not
apply to distributions from Individual Retirement Accounts ("IRAs") or any part
of a distribution that is transferred directly to another qualified retirement
plan, 403(b)(7) account, or IRA. Shareholders should consult with their tax
advisers regarding the 20% withholding requirement.
After each transaction, shareholders will receive a confirmation statement
giving complete details of the transaction except that statements will be sent
quarterly for transactions involving dividend reinvestment and periodic
investment and redemption programs. Information for income tax purposes,
including information regarding any foreign taxes and credits, will be provided
after the end of the calendar year. Shareholders are encouraged to retain copies
of their account confirmation statements or year-end statements for tax
reporting purposes, including information regarding any foreign taxes and
credits. However, those who have incomplete records may obtain historical
account transaction information at a reasonable fee.
When more than one shareholder resides at the same address, certain reports and
communications to be delivered to such shareholders may be combined in the same
mailing package, and certain duplicate reports and communications may be
eliminated. Similarly, account statements to be sent to such shareholders may be
combined in the same mailing package or consolidated into a single statement.
However, a shareholder may request that the foregoing policies not be applied to
the shareholder's account.
NET ASSET VALUE
The net asset value per share of a Fund is the value of one share and is
determined separately for each class by dividing the value of a Fund's net
assets attributable to the class by the number of shares of that class
outstanding. The per share net asset value of each of Class B and Class C shares
of the Fund will generally be lower than that of the Class A shares of a Fund
because of the higher expenses borne by the Class B and Class C shares. The net
asset value of shares of a Fund is computed as of the close of regular trading
(the "value time") on the New York Stock Exchange (the "Exchange") on each day
the Exchange is open for trading. The Exchange is scheduled to be closed on the
following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
Portfolio securities for which market quotations are readily available are
generally valued at market value as of the value time in the manner described
below. All other securities may be valued at fair value as determined in good
faith by or under the direction of the Board.
With respect to the Funds with securities listed primarily on foreign exchanges,
such securities may trade on days when a Fund's net asset value is not computed;
and therefore, the net asset value of a Fund may be significantly affected on
days when the investor has no access to a Fund.
An exchange-traded equity security is valued at its most recent sale price.
Lacking any sales, the security is valued at the calculated mean between the
most recent bid quotation and the most recent asked quotation (the "Calculated
Mean"). Lacking a Calculated Mean, the security is valued at the most recent bid
quotation. An equity security which is traded on The Nasdaq Stock Market Inc.
("Nasdaq") is valued at its most recent sale price. Lacking any sales, the
security is valued at the most recent bid quotation. The value of an equity
security not quoted on Nasdaq, but traded in another over-the-counter market, is
its most recent sale price. Lacking any sales, the security is valued at the
Calculated Mean. Lacking a Calculated Mean, the security is valued at the most
recent bid quotation.
Debt securities are valued at prices supplied by a pricing agent(s) which
reflect broker/dealer supplied valuations and electronic data processing
techniques. Money market instruments purchased with an original maturity of
sixty days or less, maturing at par, shall be valued at amortized cost, which
the Board believes approximates market value. If it is not possible to value a
particular debt security pursuant to these valuation methods, the value of such
security is the most recent bid quotation supplied by a bona fide marketmaker.
If it is not possible to value a particular debt security pursuant to the above
methods, the investment manager of the particular fund may calculate the price
of that debt security, subject to limitations established by the Board.
An exchange-traded options contract on securities, currencies, futures and other
financial instruments is valued at its most recent sale price on such exchange.
Lacking any sales, the options contract is valued at the Calculated Mean.
Lacking any Calculated Mean, the options contract is valued at the most recent
bid quotation in the case of a purchased options contract, or the most recent
asked quotation in the case of a written options contract. An options contract
on securities, currencies and
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<PAGE>
other financial instruments traded over-the-counter is valued at the most recent
bid quotation in the case of a purchased options contract and at the most recent
asked quotation in the case of a written options contract. Futures contracts are
valued at the most recent settlement price. Foreign currency exchange forward
contracts are valued at the value of the underlying currency at the prevailing
exchange rate on the valuation date.
If a security is traded on more than one exchange, or upon one or more exchanges
and in the over-the-counter market, quotations are taken from the market in
which the security is traded most extensively.
If, in the opinion of the Valuation Committee of the Board of Trustees, the
value of a portfolio asset as determined in accordance with these procedures
does not represent the fair market value of the portfolio asset, the value of
the portfolio asset is taken to be an amount which, in the opinion of the
Valuation Committee, represents fair market value on the basis of all available
information. The value of other portfolio holdings owned by a Fund is determined
in a manner which, in the discretion of the Valuation Committee, most fairly
reflects market value of the property on the valuation date.
Following the valuations of securities or other portfolios assets in terms of
the currency in which the market quotation used is expressed ("Local Currency"),
the value of these portfolio assets in terms of U.S. dollars is calculated by
converting the Local Currency into U.S. dollars at the prevailing currency
exchange rate on the valuation date.
PERFORMANCE
A Fund may advertise several types of performance information for a class of
shares, including "yield" and "average annual total return" and "total return."
Performance information will be computed separately for each class. Each of
these figures is based upon historical results and is not representative of the
future performance of any class of a Fund. A Fund with fees or expenses being
waived or absorbed by Scudder Kemper may also advertise performance information
before and after the effect of the fee waiver or expense absorption.
Performance results for Funds receiving a waiver of fees or absorption of
expenses may be shown with and without the effect of this waiver and expense
absorption. Performance results not giving effect to waivers and expense
absorptions will be lower.
Yield is a measure of the net investment income per share earned over a specific
one month or 30-day period expressed as a percentage of the maximum offering
price of a Fund's shares at the end of the period. Average annual total return
and total return measure both the net investment income generated by, and the
effect of any realized or unrealized appreciation or depreciation of, the
underlying investments in a Fund's portfolio.
Average annual total return and total return figures measure both the net
investment income generated by, and the effect of any realized and unrealized
appreciation or depreciation of, the underlying investments in a Fund's
portfolio for the period referenced, assuming the reinvestment of all dividends.
Thus, these figures reflect the change in the value of an investment in a Fund
during a specified period. Average annual total return will be quoted for at
least the one-, five- and ten-year periods ending on a recent calendar quarter
(or if such periods have not yet elapsed, at the end of a shorter period
corresponding to the life of a Fund for performance purposes). Average annual
total return figures represent the average annual percentage change over the
period in question. Total return figures represent the aggregate percentage or
dollar value change over the period in question.
A Fund's yield is computed in accordance with a standardized method prescribed
by rules of the Securities and Exchange Commission. Each Fund's yield shown
below is based on the one-month period ended as noted.
<TABLE>
<CAPTION>
Fund (Period Ended) Class A Shares Class B Shares Class C Shares
- ------------------- -------------- -------------- --------------
<S> <C> <C> <C>
Short-Term Government (8/31/99) 3.65% 3.13% 3.28%
Strategic (10/31/99) 9.28 10.02 9.30
Government (10/31/99) 5.71 4.53 4.35
High Yield (9/30/99) 10.92 10.62 10.63
High Yield II (9/30/99) 10.68 10.42 10.41
Income and Capital (10/31/99) 5.47 4.46 4.75
Mortgage (9/30/99) 5.86 5.90 5.39
Opportunity Fund (9/30/99) 10.72 9.70 9.57
</TABLE>
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<PAGE>
Each Fund's yield is computed by dividing the net investment income per share
earned during the specified one month or 30-day period by the maximum offering
price per share (which is net asset value for Class B and Class C shares) on the
last day of the period, according to the following formula:
YIELD = 2 [ (a-b +1 )^6 - 1]
---
cd
Where: a = dividends and interest earned during the
period.
b = expenses accrued for the period (net of
reimbursements).
c = the average daily number of shares
outstanding during the period that were
entitled to receive dividends.
d = the maximum offering price per share on
the last day of the period (which is net
asset value for Class B and Class C
shares).
In computing the foregoing yield, each Fund follows certain standardized
accounting practices specified by Securities and Exchange Commission rules.
These practices are not necessarily consistent with those that each Fund uses to
prepare its annual and interim financial statements in conformity with generally
accepted accounting principles. Each Fund's average annual total return
quotation is computed in accordance with a standardized method prescribed by
rules of the Securities and Exchange Commission. The average annual total return
for a Fund for a specific period is found by first taking a hypothetical $1,000
investment ("initial investment") in a Fund's shares on the first day of the
period, adjusting to deduct the maximum sales charge (in the case of Class A
shares), and computing the "redeemable value" of that investment at the end of
the period. The redeemable value in the case of Class B shares or Class C shares
includes the effect of the applicable contingent deferred sales charge that may
be imposed at the end of the period. The redeemable value is then divided by the
initial investment, and this quotient is taken to the Nth root (N representing
the number of years in the period) and 1 is subtracted from the result, which is
then expressed as a percentage. The calculation assumes that all income and
capital gains dividends paid by a Fund have been reinvested at net asset value
on the reinvestment dates during the period. Average annual total return may
also be calculated without deducting the maximum sales charge.
Calculation of a Fund's total return is not subject to a standardized formula,
except when calculated for purposes of a Fund's "Financial Highlights" table in
the Fund's financial statements and prospectus. Total return performance for a
specific period is calculated by first taking a hypothetical investment
("initial investment") in a Fund's shares on the first day of the period, either
adjusting or not adjusting to deduct the maximum sales charge (in the case of
Class A shares), and computing the "ending value" of that investment at the end
of the period. The total return percentage is then determined by subtracting the
initial investment from the ending value and dividing the remainder by the
initial investment and expressing the result as a percentage. The ending value
in the case of Class B and Class C shares may or may not include the effect of
the applicable contingent deferred sales charge that may be imposed at the end
of the period. The calculation assumes that all income and capital gains
dividends paid by a Fund have been reinvested at net asset value on the
reinvestment dates during the period. Total return may also be shown as the
increased dollar value of the hypothetical investment over the period. Total
return calculations that do not include the effect of the sales charge would be
reduced if such charge were included.
A Fund's performance figures are based upon historical results and are not
representative of future performance. Each Fund's Class A shares are sold at net
asset value plus a maximum sales charge of 4.5% of the offering price (3.5% for
the Short-Term Government and Short-Intermediate Government Funds). Class B,
Class C and Class I shares are sold at net asset value. Redemptions of Class B
shares may be subject to a contingent deferred sales charge that is 4% in the
first year following the purchase, declines by a specified percentage each year
thereafter and becomes zero after six years. Redemption of Class C shares may be
subject to a 1% contingent deferred sales charge in the first year following
purchase. Average annual total return figures do, and total return figures may,
include the effect of the contingent deferred sales charge for the Class B
shares and Class C shares that may be imposed at the end of the period in
question. Performance figures for the Class B shares and Class C shares not
including the effect of the applicable contingent deferred sales charge would be
reduced if it were included. Returns and net asset value will fluctuate. Factors
affecting each Fund's performance include general market conditions, operating
expenses and investment management. Any additional fees charged by a dealer or
other
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<PAGE>
financial services firm would reduce the returns described in this section.
Shares of each Fund are redeemable at the then current net asset value, which
may be more or less than original cost.
A Fund's performance may be compared to that of the Consumer Price Index or
various unmanaged bond indexes including, but not limited to, the Salomon
Brothers High Grade Corporate Bond Index, the Lehman Brothers Adjustable Rate
Index, the Lehman Brothers Aggregate Bond Index, the Lehman Brothers Government/
Corporate Bond Index, the Salomon Brothers Long-Term High Yield Index, the
Salomon Brothers 30 Year GNMA Index and the Merrill Lynch Market Weighted Index
and may also be compared to the performance of other mutual funds or mutual fund
indexes with similar objectives and policies as reported by independent mutual
fund reporting services such as Lipper Analytical Services, Inc. (""Lipper").
Lipper performance calculations are based upon changes in net asset value with
all dividends reinvested and do not include the effect of any sales charges.
Information may be quoted from publications such as Morningstar, Inc., The Wall
Street Journal, Money Magazine, Forbes, Barron's, Fortune, The Chicago Tribune,
USA Today, Institutional Investor and Registered Representative. Also, investors
may want to compare the historical returns of various investments, performance
indexes of those investments or economic indicators, including but not limited
to stocks, bonds, certificates of deposit and other bank products, money market
funds and U.S. Treasury obligations. Bank product performance may be based upon,
among other things, the BANK RATE MONITOR National Index(TM) or various
certificate of deposit indexes. Money market fund performance may be based upon,
among other things, the IBC/Donoghue's Money Fund Report(R) or Money Market
Insight(R), reporting services on money market funds. Performance of U.S.
Treasury obligations may be based upon, among other things, various U.S.
Treasury bill indexes. Certain of these alternative investments may offer fixed
rates of return and guaranteed principal and may be insured. Economic indicators
may include, without limitation, indicators of market rate trends and cost of
funds, such as Federal Home Loan Bank Board 11th District Cost of Funds Index
("COFI").
A Fund may depict the historical performance of the securities in which a Fund
may invest over periods reflecting a variety of market or economic conditions
either alone or in comparison with alternative investments, performance indexes
of those investments or economic indicators. A Fund may also describe its
portfolio holdings and depict its size or relative size compared to other mutual
funds, the number and make-up of its shareholder base and other descriptive
factors concerning a Fund.
Each Fund's returns and net asset value will fluctuate and shares of a Fund are
redeemable by an investor at the then current net asset value, which may be more
or less than original cost. Redemption of Class B shares and Class C shares may
be subject to a contingent deferred sales charge as described above. Additional
information about each Fund's performance also appears in its Annual Report to
Shareholders, which is available without charge from the applicable Fund.
The yield or price volatility of a Fund (particularly the Short-Term Government
Fund) may be compared to various securities, such as U.S. Government Securities,
or indexes, such as the COFI referred to above or the constant Maturity Treasury
Index ("CMT") published by the Federal Reserve Board. A Fund may include in its
sales literature and shareholder reports a quotation of the current
"distribution rate" for a Fund. Distribution rate is simply a measure of the
level of dividends distributed for a specified period. It differs from yield,
which is a measure of the income actually earned by a Fund's investments, and
from total return, which is a measure of the income actually earned by, plus the
effect of any realized and unrealized appreciation or depreciation of, such
investments during the period. Distribution rate is, therefore, not intended to
be a complete measure of performance. Distribution rate may sometimes be greater
than yield since, for instance, it may include gains from the sale of options or
other short-term and possibly long-term gains (which may be non-recurring) and
may not include the effect of amortization of bond premiums.
Comparative information with respect to certain indices may be included. Please
note the differences and similarities between the investments which a Fund may
purchase and the investments measured by the applicable indices. The Consumer
Price Index is generally considered to be a measure of inflation. The Lehman
Brothers Adjustable Rate Index generally represents the performance of
adjustable rate mortgages during various market conditions. The Lehman Brothers
Aggregate Bond Index generally represents the performance of intermediate and
long-term government bonds and investment grade corporate debt securities and
mortgage-backed securities during various market conditions. The Lehman Brothers
Government/Corporate Bond Index generally represents the performance of
intermediate and long-term government and investment grade corporate debt
securities during various market conditions. The Merrill Lynch Market Weighted
Index generally represents the performance of short- and intermediate-term
Treasury and GNMA securities during various market conditions. The Salomon
Brothers High Grade Corporate Bond Index generally
60
<PAGE>
represents the performance of high grade long-term corporate bonds during
various market conditions. The Salomon Brothers Long-Term High Yield Index
generally represents the performance of high yield debt securities during
various market conditions. The Salomon Brothers 30 Year GNMA Index generally
represents the performance of GNMA 30-year pass-through mortgages. The foregoing
bond indices are unmanaged. The market prices and yields of corporate and
government bonds will fluctuate. The net asset values and returns of each class
of shares of the Funds will also fluctuate.
SHORT-TERM GOVERNMENT FUND -- AUGUST 31, 1999
AVERAGE Fund Fund Fund
ANNUAL TOTAL Class A Class B Class C
RETURN TABLE Shares Shares Shares
- ------------ ------ ------ ------
Life of Fund(+) 5.75% -- --
Life of Fund(++) -- 3.46% 3.70%
Ten Years 5.49% -- --
Five Years 3.89% 3.57% 3.79%
One Year -0.80% -1.83%
(+) Since September 1, 1987 for Class A Shares.
(++) Since May 31, 1994 for Class B and Class C Shares.
STRATEGIC FUND -- OCTOBER 31, 1999
AVERAGE Fund Fund Fund
ANNUAL TOTAL Class A Class B Class C
RETURN TABLE Shares Shares Shares
- ------------ ------ ------ ------
Life of Fund(+) 9.60% -- --
Life of Fund(++) -- 5.36% 5.68%
Ten Years 9.49% N/A N/A
Five Years 5.94% N/A N/A
One Year -2.12% -1.75% 1/78%
(+) Since June 23, 1977 for Class A Shares.
(++) Since May 31, 1994 for Class B and Class C Shares.
GOVERNMENT FUND -- OCTOBER 31, 1999
AVERAGE Fund Fund Fund
ANNUAL TOTAL Class A Class B Class C
RETURN TABLE Shares Shares Shares
- ------------ ------ ------ ------
Life of Fund(+) 8.53% -- --
Life of Fund(++) -- 5.65% 5.89%
Ten Years 6.73% N/A N/A
Five Years 6.55% 6.38% 6.62%
One Year -3.15% 2.29% 0.72%
61
<PAGE>
(+) Since October 1, 1979 for Class A Shares (when ZKI assumed investment
advisory responsibilities for the Fund; prior to that date, the Fund was managed
by another investment adviser that was not affiliated with ZKI)
(++) Since May 31, 1994 for Class B and Class C Shares.
HIGH YIELD FUND -- SEPTEMBER 30, 1999
AVERAGE Fund Fund Fund
ANNUAL TOTAL Class A Class B Class C
RETURN TABLE Shares Shares Shares
- ------------ ------ ------ ------
Life of Fund(+) 10.84% -- --
Life of Fund (++) -- 7.05% 7.27%
Ten Years 9.30% N/A N/A
Five Years 7.63% N/A N/A
One Year -0.55% 0.44% 3.30%
(+) Since January 26, 1978 for Class A Shares.
(++) Since May 31, 1994 for Class B and Class C Shares.
HIGH YIELD FUND II -- SEPTEMBER 30, 1999
AVERAGE Fund Fund Fund
ANNUAL TOTAL Class A Class B Class C
RETURN TABLE Shares Shares Shares
- ------------ ------ ------ ------
Life of Fund(+) -4.34% -4.14% -1.36%
(+) Since November 30, 1998
INCOME AND CAPITAL FUND -- OCTOBER 31, 1999
AVERAGE Fund Fund Fund
ANNUAL TOTAL Class A Class B Class C
RETURN TABLE Shares Shares Shares
- ------------ ------ ------ ------
Life of Fund(+) -- --
Life of Fund(++) --
Ten Years N/A N/A
Five Years N/A N/A
One Year
(+) Since April 15, 1974 for Class A Shares.
(++) Since May 31, 1994 for Class B and Class C Shares.
MORTGAGE FUND -- SEPTEMBER 30, 1999
62
<PAGE>
AVERAGE Fund Fund Fund
ANNUAL TOTAL Class A Class B Class C
RETURN TABLE Shares Shares Shares
- ------------ ------ ------ ------
Life of Fund(+) 5.00% -- --
Life of Fund(++) -- 6.64% --
Life of Fund(+++) -- -- 5.81%
Ten Years N/A 6.34% N/A
Five Years 6.18% 6.05% N/A
One Year -3.98% -3.30% -0.22%
(+) Since January 10, 1992 for Class A Shares.
(++) Since October 26, 1984 for Class B Shares.
(+++) Since May 31, 1994 for Class C Shares.
OPPORTUNITY FUND -- SEPTEMBER 30, 1999
AVERAGE Fund Fund Fund
ANNUAL TOTAL Class A Class B Class C
RETURN TABLE Shares Shares Shares
- ------------ ------ ------ ------
Life of Fund(+) -0.28% -0.05% 1.32%
One Year -1.12% -0.09% 2.84%
(+) Since 10/01/97.
There may be quarterly periods following the periods reflected in the
performance bar chart in the fund's prospectus which may be higher or lower than
those included in the bar chart.
Investors may want to compare the performance of a Fund to that of certificates
of deposit issued by banks and other depository institutions. Certificates of
deposit represent an alternative income producing product. Certificates of
deposit may offer fixed or variable interest rates and principal is guaranteed
and may be insured. Withdrawal of deposits prior to maturity will normally be
subject to a penalty. Rates offered by banks and other depository institutions
are subject to change at any time specified by the issuing institution. The
shares of a Fund are not insured and net asset value as well as yield will
fluctuate. Shares of a Fund are redeemable at net asset value which may be more
or less than original cost. The bonds in which the Funds invest are generally of
longer term than most certificates of deposit and may reflect longer term market
interest rate fluctuations.
Investors also may want to compare the performance of a Fund to that of U.S.
Treasury bills, notes or bonds because such instruments represent alternative
income producing products. Treasury obligations are issued in selected
denominations. Rates of Treasury obligations are fixed at the time of issuance
and payment of principal and interest is backed by the full faith and credit of
the U.S. Treasury. The market value of such instruments will generally fluctuate
inversely with interest rates prior to maturity and will equal par value at
maturity. As noted in the prospectus, the government guarantee of the bonds in
the Short-Term Government, Government and Mortgage Funds does not guarantee the
market value of their respective shares. The net asset value of a Fund will
fluctuate. Shares of a Fund are redeemable at net asset value which may be more
or less than original cost. Each Fund's yield will also fluctuate.
From time to time, the Short-Term Government Fund may compare its yield or price
volatility to various securities, such as U.S. Government Securities, or to
certain indices including, but not limited to, the J.P. Morgan one-, three-, and
five-year constant maturity
63
<PAGE>
Treasury yield indices, which are based on estimated Treasury security yields
adjusted to constant maturity and the Federal Home Loan Bank Board 11th District
Cost of Funds Index (COFI), which represents the weighted average cost of funds
for savings institutions in Arizona, California and Nevada and is based on the
one month annualized yield of savings deposits, Federal Home Loan Advances and
other borrowings, such as repurchase agreements.
OFFICERS AND TRUSTEES
The officers and trustees of the Funds, their birthdates, their principal
occupations and their affiliations, if any, with the Adviser and KDI, are listed
below. All persons named as officers and trustees also serve in similar
capacities for other funds advised by the Adviser.
JOHN W. BALLANTINE (2/16/46), Trustee, 1500 North Lake Shore Drive, Chicago,
Illinois; First Chicago NBD Corporation/The First National Bank of Chicago:
1996-1998 Executive Vice President and Chief Risk Management Officer; 1995-1996
Executive Vice President and Head of International Banking; 1992-1995 Executive
Vice President, Chief Credit and Market Risk Officer.
LEWIS A. BURNHAM (1/8/33), Trustee, 16410 Avila Boulevard, Tampa, Florida;
Retired; formerly, Partner, Business Resources Group; formerly, Executive Vice
President, Anchor Glass Container Corporation.
DONALD L. DUNAWAY (3/8/37), Trustee, 7011 Green Tree Drive, Naples, Florida;
Retired; formerly, Executive Vice President, A.O. Smith Corporation (diversified
manufacturer).
ROBERT B. HOFFMAN (12/11/36), Trustee, 1530 North State Parkway, Chicago,
Illinois; Chairman, Harnischfeger Industries, Inc. (machinery for the mining and
paper industries); formerly, Vice Chairman and Chief Financial Officer, Monsanto
Company (agricultural, pharmaceutical and nutritional/food products); formerly,
Vice President, Head of International Operations, FMC Corporation (manufacturer
of machinery and chemicals).
DONALD R. JONES (1/17/30), Trustee, 182 Old Wick Lane, Inverness, Illinois;
Retired; Director, Motorola, Inc. (manufacturer of electronic equipment and
components); formerly, Executive Vice President and Chief Financial Officer,
Motorola, Inc.
THOMAS W. LITTAUER (4/26/55), Trustee and Vice President*, Two International
Place, Boston, Massachusetts; Managing Director, Adviser; formerly, Head of
Broker Dealer Division of an unaffiliated investment management firm during
1997; prior thereto, President of Client Management Services of an unaffiliated
investment management firm from 1991 to 1996.
SHIRLEY D. PETERSON (9/3/41), Trustee, 401 Rosemont Avenue, Frederick, Maryland;
President, Hood College; formerly, Partner, Steptoe & Johnson (attorneys); prior
thereto, Commissioner, Internal Revenue Service; prior thereto, Assistant
Attorney General (Tax), U.S. Department of Justice; Director, Bethlehem Steel
Corp.
CORNELIA M. SMALL (7/28/44), Trustee*, 345 Park Avenue, New York, NY; Managing
Director, Scudder Kemper.
WILLIAM P. SOMMERS (7/22/33), Trustee, 24717 Harbour View Drive, Ponte Vedra
Beach, Florida; Consultant and Director, SRI Consulting; prior thereto,
President and Chief Executive Officer, SRI International (research and
development); prior thereto, Executive Vice President, Iameter (medical
information and educational service provider); prior thereto, Senior Vice
President and Director, Booz, Allen & Hamilton Inc. (management consulting
firm); Director, PSI Inc., Evergreen Solar, Inc. and Litton Industries.
MARK S. CASADY (9/21/60), President*, Two International Place, Boston,
Massachusetts; Managing Director, Adviser; formerly, Institutional Sales Manager
of an unaffiliated mutual fund distributor.
PHILIP J. COLLORA (11/15/45), Vice President and Secretary*, 222 South Riverside
Plaza, Chicago, Illinois; Senior Vice President and Assistant Secretary,
Adviser.
ANN M. McCREARY (11/6/56), Vice President*, 345 Park Avenue, New York, New York;
Managing Director, Adviser.
ROBERT C. PECK, JR. (10/1/46), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Adviser; formerly, Executive Vice
President and Chief Investment Officer with an unaffiliated investment
management firm from 1988 to June 1997.
KATHRYN L. QUIRK (12/3/52), Vice President*, 345 Park Avenue, New York, New
York; Managing Director, Adviser.
64
<PAGE>
LINDA J. WONDRACK (9/12/64), Vice President*, Two International Place, Boston,
Massachusetts; Senior Vice President, Adviser.
JOHN R. HEBBLE (6/27/58), Treasurer*, Two International Place, Boston,
Massachusetts; Senior Vice President, Adviser.
BRENDA LYONS (2/21/63), Assistant Treasurer*, Two International Place, Boston,
Massachusetts; Senior Vice President, Adviser.
CAROLINE PEARSON (4/1/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Senior Vice President, Adviser; formerly, Associate,
Dechert Price & Rhoads (law firm) 1989 to 1997.
MAUREEN E. KANE (2/14/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Vice President, Adviser; formerly, Assistant Vice
President of an unaffiliated investment management firm; prior thereto,
Associate Staff Attorney of an unaffiliated investment management firm;
Associate, Peabody & Arnold (law firm).
Additional Officers for Short-Term Government Fund:
RICHARD L. VANDENBERG (11/16/49), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Adviser; formerly, Executive Vice
President and Senior Portfolio Manager with an unaffiliated investment
management firm.
Additional Officers for Strategic Fund:
J. PATRICK BEIMFORD, JR. (5/25/50), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Adviser
Additional Officers for High Yield Fund and High Yield Opportunity Fund:
MICHAEL A. McNAMARA, see above.*
HARRY E. RESIS, JR., see above*
Additional Officers for High Yield Fund II:
KATHRYN L. QUIRK, Trustee, see above*
MICHAEL A. MCNAMARA, see above*
HARRY E. RESIS, JR., see above*
Additional Officers for Income and Capital Preservation Fund:
ROBERT S. CESSINE (1/5/50), Vice President*, 222 South Riverside Plaza, Chicago,
Illinois; Managing Director, Adviser; formerly, Vice President, Wellington
Management Company.
Additional Officers for Mortgage Fund (Kemper Portfolios):
FRANK J. RACHWALSKI, JR. (3/26/45), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Adviser
RICHARD L. VANDENBERG, see above*
* Interested persons as defined in the 1940 Act.
The trustees and officers who are "interested persons" as designated above
receive no compensation from a Fund. The table below shows amounts paid or
accrued to those trustees who are not designated "interested persons" during
each Fund's 1999 fiscal year except that the information in the last column is
for calendar year 1998.
65
<PAGE>
<TABLE>
<CAPTION>
Aggregate Compensation From
---------------------------
Total
Short-Term High Income & Compensation
Government Strategic Government Yield Capital Income Kemper Kemper Funds Paid
Name of Trustee Fund Fund Fund Series Fund Trust Portfolios+ to Trustees**
- --------------- ---- ---- ---- ------ ---- ----- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John W. Ballantine
Lewis A. Burnham
Donald L. Dunaway*
Robert B. Hoffman
Donald R. Jones
Shirley D. Peterson
William P. Sommers
</TABLE>
+ Includes Kemper Cash Reserves Fund, Mortgage Fund and
Short-Intermediate Government Fund. The Kemper Short-Intermediate
Government Fund was reorganized into Kemper Adjustable Rate U.S.
Government Fund on February 5, 1999. The Short-Term Government Fund was
then renamed Kemper Short-Term U.S. Government Fund.
* Includes deferred fees. Pursuant to deferred compensation agreements
with Kemper Funds, deferred amounts accrue interest monthly at a rate
equal to the yield of Zurich Money Funds -- Zurich Money Market Fund.
Total deferred amounts (including interest thereon) payable from the
Funds are $________, $________, $________, $________, $_______ and
$_______ for Mr. Dunaway for the Short-Term Government Fund, Strategic
Fund, Government Fund, High Yield Fund, Income and Capital Fund and
Kemper Portfolios, respectively.
** Includes compensation for service on the boards of 25 Kemper funds with
41 fund portfolios. Each trustee currently serves as a trustee of 26
Kemper Funds with 48 fund portfolios.
As of November 30, 1999, the officers and trustees of the Funds, as a group,
owned less than 1% of the then outstanding shares of each Fund. No person owned
of record 5% or more of the outstanding shares of any class of any Fund, except
that the following owned of record shares of the following Funds:
Kemper Short-Term U.S. Government Fund
<TABLE>
<CAPTION>
NAME CLASS PERCENTAGE
<S> <C> <C>
National Financial Services B 5.01
FBO Sonia Hyman
200 Liberty Street
New York, NY 10281
66
<PAGE>
Donaldson, Lufkin & Jenrette B 5.63
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner & B 6.61
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
National Financial Services C 13.77
FBO Edward & Martha Rice
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette C 7.36
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner & C 17.38
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
First Union Securities C 5.92
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
Kemper U.S. Government Securities
NAME CLASS PERCENTAGE
National Financial Services B 6.83
FBO James Signorelli
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette B 10.79
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner & B 6.56
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
BHC Securities, Inc. B 5.28
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
67
<PAGE>
National Financial Services C 5.37
FBO Oscar Cerrano
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette C 9.03
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner & C 14.57
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
First Union Securities C 17.88
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
Scudder Kemper Investments I 9.38
Money Purchase Plan
345 Park Avenue
New York, NY 10154
Scudder Kemper Investments I 69.34
Profit Sharing Plan
345 Park Avenue
New York, NY 10154
ZIM Inc. I 5.44
LaSalle National Bank, TTEE
222 S. Riverside Plaza
Chicago, IL 60606
Kemper High Yield Fund
NAME CLASS PERCENTAGE
Donaldson, Lufkin & Jenrette B 9.48
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner & B 5.24
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
First Union Securities B 6.77
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
National Financial Services C 7.69
200 Liberty Street
New York, NY 10281
68
<PAGE>
Donaldson, Lufkin & Jenrette C 7.33
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner & C 8.03
Smith
4800 Deer Lake Drive East
Jacksonville, FL 07303
First Union Securities C 5.41
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
Federal Kemper Life Inc. I 17.56
Scudder Trust Co., TTEE
P.O. Box 957
Salem, NH 03079
Scudder Kemper Investments I 52.20
Profit Sharing Plan
345 Park Avenue
New York, NY 10154
First Union National Bank I 8.52
1525 W. WT Harris Blvd.
Charlotte, NC 26262
Kemper High Yield Fund II
NAME CLASS PERCENTAGE
National Financial Services A 5.99
FBO Nancy & Betty Swiggett
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette A 7.35
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
BHC Securities, Inc. A 9.74
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
First Union Securities A 6.80
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
National Financial Services B 6.12
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette B 10.41
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
69
<PAGE>
BHC Securities, Inc. B 6.05
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
First Union Securities B 9.67
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
National Financial Services C 6.65
200 Liberty Street
New York, NY 10281
First Union Securities C 8.44
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
Triquest Financial C 14.84
1965 Yosemite Avenue
Simi Valley, CA 93063
Kemper Strategic Income Fund
NAME CLASS PERCENTAGE
National Financial Services B 10.60
Bernard Rother, TTEE
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette B 17.59
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner & B 5.62
Smith
FBP Kretan Painting
4800 Deer Lake Drive East
Jacksonville, FL 07303
BHC Securities, Inc. B 5.40
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
National Financial Services C 14.28
Virginia Collins, TTEE
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette C 12.85
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner & C 12.48
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
70
<PAGE>
Kemper High Yield Opportunity Fund
NAME CLASS PERCENTAGE
National Financial Services A 27.64
FBO Ingrid & Kenneth Snowe
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette A 5.09
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Edward Pipkin, Jr. A 6.17
125 Twin Cove Drive
Stevensville, MD 21666
National Financial Services B 6.87
FBO William & Janet Hanrahan
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette B 31.25
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
National Financial Services C 9.77
FBO Pamela & Terry Bickel
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette C 8.01
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Kemper Service Company C 5.14
811 Main Street
Kansas City, MO 64105
Prudential Securities C 6.31
FBO Franklin Bell
1 New York Plaza
New York, NY 10004
Investor's Fiduciary Trust Co. C 6.42
1445 Scorpious Drive
Idaho Falls, ID 83402
Kemper Income & Capital Preservation
NAME CLASS PERCENTAGE
National Financial Services A 5.75
FBO Lloyd & Margaret Thomas
200 Liberty Street
New York, NY 10281
71
<PAGE>
Merrill Lynch, Pierce, Fenner & A 5.38
Smith
FBO Helga Berger, IRA
4800 Deer Lake Drive East
Jacksonville, FL 07303
National Financial Services B 8.08
FBO Joan Flaherty
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette B 12.03
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner & B 8.43
Smith
4800 Deer Lake Drive East
Jacksonville, FL 07303
BHC Securities, Inc. B 5.70
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
National Financial Services C 7.11
FBO Theodore & Marybeth Midgett
200 Liberty Street
New York, NY 10281
Merrill Lynch, Pierce, Fenner & C 19.73
Smith
FBO Laura Novak, IRA
4800 Deer Lake Drive East
Jacksonville, FL 07303
Raymond James & Associates C 5.15
P.O. Box 12749
St. Petersburg, FL 33733
Scudder Kemper Investments I 51.54
Profit Sharing Plan
345 Park Avenue
New York, NY 10154
Federal Kemper Life Insurance I 34.11
Scudder Trust Co., TTEE
Money Purchase Pension Plan
P.O. Box 957
Salem, NH 03079
Kemper U.S. Mortgage Fund
NAME CLASS PERCENTAGE
Merrill Lynch, Pierce, Fenner & B 8.03
Smith
FBO Lorraine McBride, IRA
4800 Deer Lake Drive East
Jacksonville, FL 07303
72
<PAGE>
Painewebber, Inc. C 19.28
Mutual Fund Dept.
1000 Harbor Blvd.
8th Floor
Weehawken, NJ 07087
Merrill Lynch, Pierce, Fenner & C 10.31
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
Morongo Band of Mission Indians C 22.00
Cmmunity Service Reserve Account
11581 Potrero Road
Banning, CA 92220
</TABLE>
73
<PAGE>
CAPITAL STRUCTURE
The Short-Term Government, Strategic, Government, Income and Capital Funds, and
High Yield Series are open-end management investment companies, organized as
separate business trusts under the laws of Massachusetts. The Short-Term
Government Fund was organized as a business trust under the laws of
Massachusetts on May 28, 1987. Prior to February 5, 1999, the Fund was known as
"Kemper Adjustable Rate U.S. Government Fund." Effective February 5, 1999, that
Fund pursuant to a reorganization succeeded to the assets and liabilities of
Kemper Short-Intermediate Government Fund, a series, or "Portfolio", of Kemper
Portfolios. Prior to January 1, 1992, the Fund was known as "Kemper Enhanced
Government Income Fund." The Strategic Fund was organized as a business trust
under the laws of Massachusetts on October 24, 1985. Prior to February 5, 1999,
the Fund was known as "Kemper Diversified Income Fund." Effective January 31,
1986, that Fund pursuant to a reorganization succeeded to the assets and
liabilities of Kemper Option Income Fund, Inc., a Maryland corporation organized
in 1977. Prior to February 1, 1989, the Fund was known as "Kemper Option Income
Fund." The Government Fund was organized as a business trust under the laws of
Massachusetts on October 24, 1985. Effective January 31, 1986, that Fund
pursuant to a reorganization succeeded to the assets and liabilities of Kemper
U.S. Government Securities Fund, Inc., a Maryland corporation (formerly known as
Kemper Fund For Government Guaranteed Securities, Inc.) organized in 1980 as
successor to a Pennsylvania business trust organized in 1977. The High Yield and
Opportunity Funds are separate series, or "Portfolios," of Kemper High Yield
Series. The High Yield Series was organized as a business trust under the laws
of Massachusetts on October 24, 1985 with a single portfolio. Effective January
31, 1986, that Trust, pursuant to a reorganization succeeded to the assets and
liabilities of Kemper High Yield Fund, Inc., a Maryland corporation organized in
1977. Prior to October 1, 1997, the Trust was known as Kemper High Yield Fund.
The Income and Capital Fund was organized as a business trust under the laws of
Massachusetts on October 24, 1985. Effective January 31, 1986, that Fund
pursuant to a reorganization succeeded to the assets and liabilities of Kemper
Income and Capital Preservation Fund, Inc., a Maryland corporation organized in
1972. The Mortgage Fund is (and the Short-Intermediate Government Fund was) a
separate series, or "Portfolio", of Kemper Portfolios ("KP"), an open-end
management investment company organized as a business trust under the laws of
Massachusetts on August 9, 1985. Effective November 20, 1987, KP pursuant to a
reorganization succeeded to the assets and liabilities of Investment Portfolios,
Inc., a Maryland corporation organized on March 26, 1982. After such
reorganization, KP was known as Investment Portfolios until February 1, 1991,
and thereafter until May 28, 1994, as Kemper Investment Portfolios, when the
name of KP became "Kemper Portfolios." Until December 1, 1989, the Mortgage Fund
was known as the "Government Plus Portfolio" and prior to May 28, 1994, the
Mortgage Fund
74
<PAGE>
was known as the "Government Portfolio." High Yield Fund II is a series of
Kemper Income Trust, a business trust organized under the laws of Massachusetts
on August 27, 1998. Each Fund is a diversified, open-end management investment
company.
Each Trust may issue an unlimited number of shares of beneficial interest in one
or more series or "Portfolios," all having no par value, which may be divided by
the Board of Trustees into classes of shares. The Board of Trustees of each
Trust may authorize the issuance of additional classes and additional Portfolios
if deemed desirable, each with its own investment objective, policies and
restrictions. Since the Trusts may offer multiple Portfolios, each is known as a
"series company." Shares of a Portfolio have equal noncumulative voting rights
and equal rights with respect to dividends, assets and liquidation of such
Portfolio and are subject to any preferences, rights or privileges of any
classes of shares of the Portfolio. Currently, each Portfolio offers four
classes of shares. These are Class A, Class B and Class C shares, as well as
Class I shares, which have different expenses, that may affect performance, and
are available for purchase exclusively by the following investors: (a)
tax-exempt retirement plans of Scudder Kemper and its affiliates; and (b) the
following investment advisory clients of Scudder Kemper and its investment
advisory affiliates that invest at least $1 million in a Portfolio: (1)
unaffiliated benefit plans, such as qualified retirement plans (other than
individual retirement accounts and self-directed retirement plans); (2)
unaffiliated banks and insurance companies purchasing for their own accounts;
and (3) endowment funds of unaffiliated non-profit organizations. Shares of each
Portfolio have equal noncumulative voting rights except that Class B and Class C
shares have separate and exclusive voting rights with respect to each
Portfolio's Rule 12b-1 Plan. Shares of each class also have equal rights with
respect to dividends, assets and liquidation subject to any preferences (such as
resulting from different Rule 12b-1 distribution fees), rights or privileges of
any classes of shares of a Portfolio. Shares of each Portfolio are fully paid
and nonassessable when issued, are transferable without restriction and have no
preemptive or conversion rights. The Trusts are not required to hold annual
shareholder meetings and do not intend to do so. However, they will hold special
meetings as required or deemed desirable for such purposes as electing trustees,
changing fundamental policies or approving an investment management agreement.
Subject to the Agreement and Declaration of Trust of each Trust, shareholders
may remove trustees. If shares of more than one Portfolio for any Trust are
outstanding, shareholders will vote by Portfolio and not in the aggregate or by
class except when voting in the aggregate is required under the 1940 Act, such
as for the election of trustees, or when voting by class is appropriate.
The Funds generally are not required to hold meetings of their shareholders.
Under the Agreement and Declaration of Trust of each Fund ("Declaration of
Trust"), however, shareholder meetings will be held in connection with the
following matters: (a) the election or removal of trustees if a meeting is
called for such purpose; (b) the adoption of any contract for which shareholder
approval is required by the 1940 Act ("1940 Act"); (c) any termination of the
Fund or a class to the extent and as provided in the Declaration of Trust; (d)
any amendment of the Declaration of Trust (other than amendments changing the
name of the Fund, supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent provision thereof);
(e) (with respect to the Mortgage and Short-Intermediate Government Funds only)
as to whether a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class on behalf of the Fund or the
shareholders, to the same extent as the stockholders of a Massachusetts business
corporation; and (f) such additional matters as may be required by law, the
Declaration of Trust, the By-laws of the Fund, or any registration of the Fund
with the Securities and Exchange Commission or any state, or as the trustees may
consider necessary or desirable. The shareholders also would vote upon changes
in fundamental investment objectives, policies or restrictions.
Each trustee serves until the next meeting of shareholders, if any, called for
the purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) each Fund will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.
Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of a Fund stating that such shareholders wish to
communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a trustee, each
Fund has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.
75
<PAGE>
Each Fund's Declaration of Trust provides that the presence at a shareholder
meeting in person or by proxy of at least 30% of the shares entitled to vote on
a matter shall constitute a quorum. Thus, a meeting of shareholders of a Fund
could take place even if less than a majority of the shareholders were
represented on its scheduled date. Shareholders would in such a case be
permitted to take action which does not require a larger vote than a majority of
a quorum, such as the election of trustees and ratification of the selection of
auditors. Some matters requiring a larger vote under the Declaration of Trust,
such as termination or reorganization of a Fund and certain amendments of the
Declaration of Trust, would not be effected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.
Each Fund's Declaration of Trust specifically authorizes the Board of Trustees
to terminate a Fund or any Portfolio or class by notice to the shareholders
without shareholder approval.
Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of a
Fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of each Fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by a
Fund or the Fund's trustees. Moreover, the Declaration of Trust provides for
indemnification out of Fund property for all losses and expenses of any
shareholder held personally liable for the obligations of a Fund and each Fund
will be covered by insurance which the trustees consider adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by Scudder Kemper remote
and not material, since it is limited to circumstances in which a disclaimer is
inoperative and such Fund itself is unable to meet its obligations.
76
<PAGE>
APPENDIX -- RATINGS OF INVESTMENTS
COMMERCIAL PAPER RATINGS
Commercial paper rated by Standard & Poor's Ratings Services ("S&P") has the
following characteristics: Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better. The issuer has
access to at least two additional channels of borrowing. Basic earnings and cash
flow have an upward trend with allowance made for unusual circumstances.
Typically, the issuer's industry is well established and the issuer has a strong
position within the industry. The reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is rated A-1 or A-2.
The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. ("Moody's"). Among the factors
considered by it in assigning ratings are the following: (1) evaluation of the
management of the issuer; (2) economic evaluation of the issuer's industry or
industries and an appraisal of speculative-type risks which may be inherent in
certain areas; (3) evaluation of the issuer's products in relation to
competition and customer acceptance; (4) liquidity; (5) amount and quality of
long-term debt; (6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of obligations which may be present or may
arise as a result of public interest questions and preparations to meet such
obligations. Relative strength or weakness of the above factors determines
whether the issuer's commercial paper is rated Prime-1 or 2.
CORPORATE BONDS
Standard & Poor's Ratings Services Bond Ratings
AAA. Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA. Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.
A. Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB. Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB, B, CCC, CC, C. Debt rated BB, B, CCC, CC and C is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and C the highest degree of speculation. While such
debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
CI. The rating CI is reserved for income bonds on which no interest is being
paid.
D. Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.
Moody's Investors Service, Inc. Bond Ratings
Aaa. Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa. Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.
A. Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
77
<PAGE>
Baa. Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba. Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B. Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa. Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca. Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C. Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
78
<PAGE>
KEMPER U.S. GOVERNMENT SECURITIES FUND
PART C
OTHER INFORMATION
<TABLE>
<CAPTION>
Item 23. Exhibits
- -------- --------
<S> <C> <C>
(a) Amended and Restated Agreement and Declaration of Trust.
(Incorporated by reference to Post-Effective Amendment No. 23 to
Registrant's Registration Statement Filed on Form N-1A on November
30, 1995.)
(b) By-Laws.
(Incorporated by reference to Post-Effective Amendment No. 23 to
Registrant's Registration Statement Filed on Form N-1A on November
30, 1995.)
(c)(1) Text of Share Certificate.
(Incorporated by reference to Post-Effective Amendment No. 23 to
the Registrant's Registration Statement on Form N-1A which was
filed on November 30, 1995.)
(c)(2) Amended and Restated Written Instrument Establishing and
Designating Separate Classes of Shares dated March 9, 1996 is
filed herein.
(d)(1) Revised Investment Management Agreement between the Registrant and
Scudder Kemper Investments, Inc., dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 28 to
the Registrant's Registration Statement on Form N-1A which was
filed on October 18, 1999.)
(e)(1) Underwriting and Distribution Services Agreement between the
Registrant and Kemper Distributors, Inc., dated September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement Filed on Form N-1A on December
30, 1998.)
(f) Inapplicable.
(g)(1) Custodian Contract between Registrant and State Street Bank and
Trust Company dated April 5, 1999. (Incorporated by reference to
Post-Effective Amendment No. 28 to the Registrant's Registration
Statement on Form N-1A which was filed on October 18, 1999.)
(h)(1) Agency Agreements.
(Incorporated by reference to Post-Effective Amendment No. 23 to
Registrant's Registration Statement Filed on Form N-1A on November
30, 1995.)
(h)(2) Supplement to Agency Agreement.
(Incorporated by reference to Post-Effective Amendment No. 25 to
Registrant's Registration Statement Filed on Form N-1A on
<PAGE>
December 30, 1997.)
(h)(3) Administrative Service Agreement.
(Incorporated by reference to Post-Effective Amendment No. 25 to
Registrant's Registration Statement Filed on Form N-1A on December
30, 1997.)
(h)(4) Fund Accounting Services Agreement between the Registrant and
Scudder Fund Accounting Corp., dated December 31, 1997.
(Incorporated by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement Filed on Form N-1A on December
30, 1998.)
(i) Legal Opinion and Consent of Counsel is filed herein.
(j) Consent of Independent Auditors is filed herein.
(k) Inapplicable
(l) Inapplicable
(m)(1) Amended and Restated 12b-1 Plan between the Registrant (Class B
shares) and Kemper Distributors, Inc., dated August 1, 1998.
(Incorporated by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement Filed on Form N-1A on December
30, 1998.)
(m)(2) Amended and Restated 12b-1 Plan between the Registrant (Class C
shares) and Kemper Distributors, Inc., dated August 1, 1998.
(Incorporated by reference to Post-Effective Amendment No. 27 to
Registrant's Registration Statement Filed on Form N-1A on December
30, 1998.)
(n) Inapplicable.
(o) Multi-System Distribution Plan.
(Incorporated by reference to Post-Effective Amendment No. 24 to
Registrant's Registration Statement Filed on Form N-1A on December
20, 1996.)
</TABLE>
Item 24. Persons Controlled by or Under Common Control with Registrant
- -------- -------------------------------------------------------------
Not applicable.
Item 25. Indemnification
- -------- ---------------
Article VIII of the Registrant's Agreement and Declaration of Trust
(Exhibit 1 hereto, which is incorporated herein by reference) provides in effect
that the Registrant will indemnify its officers and trustees under certain
circumstances. However, in accordance with Section 17(h) and 17(i) of the
Investment Company Act of 1940 and its own terms, said Article of the Agreement
and Declaration of Trust does not protect any person against any liability to
the Registrant or its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or
<PAGE>
otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer, or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such trustee, officer, or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question as to
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
On June 26, 1997, Zurich Insurance Company ("Zurich"), ZKI Holding
Corp. ("ZKIH"), Zurich Kemper Investments, Inc. ("ZKI"), Scudder, Stevens &
Clark, Inc. ("Scudder") and the representatives of the beneficial owners of the
capital stock of Scudder ("Scudder Representatives") entered into a transaction
agreement ("Transaction Agreement") pursuant to which Zurich became the majority
stockholder in Scudder with an approximately 70% interest, and ZKI was combined
with Scudder ("Transaction"). In connection with the trustees' evaluation of the
Transaction, Zurich agreed to indemnify the Registrant and the trustees who were
not interested persons of ZKI or Scudder (the "Independent Trustees") for and
against any liability and expenses based upon any action or omission by the
Independent Trustees in connection with their consideration of and action with
respect to the Transaction. In addition, Scudder has agreed to indemnify the
Registrant and the Independent Trustees for and against any liability and
expenses based upon any misstatements or omissions by Scudder to the Independent
Trustees in connection with their consideration of the Transaction.
Item 26. 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**
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.**
Director, Scudder, Stevens & Clark (Luxembourg) S.A.#
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, ZKI Holding Corporation xx
Steven Gluckstern Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
Director, Zurich Holding Company of America o
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland##
<PAGE>
Director, Chairman of the Board, Zurich Holding Company of America o
Director, ZKI Holding Corporation xx
Kathryn L. Quirk Director, 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 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
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 27. Principal Underwriters.
- --------
(a) Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the
Kemper Funds.
<PAGE>
(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)
Positions 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 and Vice President
James J. McGovern Chief Financial Officer and Vice None
President
Linda J. Wondrack Vice President and Chief Compliance Vice President
Officer
Paula Gaccione Vice President None
Michael E. Harrington Vice President None
Robert A. Rudell Vice President None
William M. Thomas Vice President None
Elizabeth C. Werth Vice President None
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
Mark S. Casady Director, Vice Chairman None
Stephen R. Beckwith Director None
</TABLE>
(c) Not applicable.
Item 28. Location of Accounts and Records
- --------
Accounts, books and other documents are maintained at the offices of
the Registrant, the offices of Registrant's investment adviser, Scudder Kemper
Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, at the
offices of the Registrant's principal underwriter, Kemper Distributors, Inc.,
222 South Riverside Plaza, Chicago, Illinois 60606 or, in the case of records
concerning custodial functions, at the offices of the custodian, State Street
Bank and Trust Company ("State Street"), 225 Franklin Street, Boston,
Massachusetts 02110 or, in the case of records concerning transfer agency
functions, at the offices
<PAGE>
of State Street and of the shareholder service agent, Kemper Service Company,
811 Main Street, Kansas City, Missouri 64105.
Item 29. Management Services
- ---------
Not applicable.
Item 30. Undertakings
- ---------
Not applicable.
<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 Registration Statement pursuant to
Rule 485(a) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago and State of Illinois, on the 29th day
of December, 1999.
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 on the 29th day of December, 1999
on behalf of the following persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
/s/ Thomas W. Littauer Chairman and Trustee
- --------------------------------------
Thomas W. Littauer*
/s/ John W. Ballantine Trustee
- --------------------------------------
John W. Ballantine*
/s/ Lewis A. Burham Trustee
- --------------------------------------
Lewis A. Burnham*
/s/ Donald L. Dunaway Trustee
- --------------------------------------
Donald L. Dunaway*
/s/ Robert B. Hoffman Trustee
- --------------------------------------
Robert B. Hoffman*
/s/ Donald R. Jones Trustee
- --------------------------------------
Donald R. Jones*
/s/ Shirley D. Peterson Trustee
- --------------------------------------
Shirley D. Peterson*
/s/ Cornelia M. Small Trustee
- --------------------------------------
Cornelia M. Small*
/s/ William P. Sommers
- --------------------------------------
William P. Sommers* Trustee
/s/ John R. Hebble Treasurer (Principal Financial
- -------------------------------------- and Accounting Officer)
John R. Hebble
*By: /s/ Philip J. Collora
Philip J. Collora**
** Attorney-in-fact pursuant to powers of attorney
incorporated by reference to the Registrant's Post
Effective Amendment to the Registration Statement
<PAGE>
No. 27 filed on October 30, 1998, Post Effective
Amendment to the Registration Statement No. 28 filed
October 18, 1999 and with Post Effective Amendment
No. 29 filed on December 10, 1999.
<PAGE>
File No. 2-57937
File No. 811-2719
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 30
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 30
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
KEMPER U.S. GOVERNMENT SECURITIES FUND
<PAGE>
KEMPER U.S. GOVERNMENT SECURITIES FUND
EXHIBIT INDEX
Exhibit (c)(2)
Exhibit (i)
Exhibit (j)
KEMPER U.S. GOVERNMENT SECURITIES FUND
AMENDED AND RESTATED
WRITTEN INSTRUMENT ESTABLISHING
AND DESIGNATING SEPARATE CLASSES OF SHARES
March 9, 1996
The undersigned constitute all the Trustees of Kemper U.S. Government
Securities Fund (the "Fund"), a Massachusetts business trust governed by an
Amended and Restated Agreement and Declaration of Trust dated May 27, 1994 (the
"Amended Declaration of Trust"). This amended and restated instrument is
executed pursuant to Section 1 of Article III of the Amended Declaration of
Trust in order to establish and designate separate classes of shares of any
series of the Fund, is based in part upon resolutions of the Board of Trustees
of the Fund adopted at meetings held on January 14, 1994 and March 8-9, 1996 and
amends and restates a prior written instrument related to the subject matter
hereof.
WHEREAS, Under the Amended Declaration of Trust the Board of Trustees has
the authority, in its discretion and without shareholder approval, to divide the
shares of any series of the Fund into separate classes of shares;
WHEREAS, This Board of Trustees has previously approved, subject to various
conditions, the division of the shares of each series of the Fund into four
classes of shares, to be named "Class A Shares," "Class B Shares," "Class C
Shares" and "Class I Shares" and has on this date approved amendments to the
terms of such division of shares;
WHEREAS, This Board of Trustees deems it desirable and in the best
interests of the Fund to amend and restate the terms and conditions governing
the division of the shares of each series of the Fund, whether now existing or
hereafter created (the "series"), into four separate classes of shares to be
named, as previously indicated, "Class A Shares," "Class B Shares," "Class C
Shares" and "Class I Shares" and the provision to investors of a conversion
feature from Class B Shares to the Class A Shares, which conversion feature
would thereby eliminate any distribution services fee then in effect under any
plan adopted pursuant to Rule 12b-1 of the Investment Company Act of 1940 ("1940
Act") for such Class B Shares; and
WHEREAS, This Board of Trustees believes that the creation of four separate
classes of shares on the terms and conditions as amended and restated herein
will be in the best interests of and will have no negative effects upon the
current shareholders of the Fund;
NOW, THEREFORE, the establishment and designation of separate classes of
shares of any series of the Fund is approved in accordance with the following
amended and restated provisions:
1
<PAGE>
1. Subject to the conditions hereinafter set forth, the shares of any
series shall be divided into four classes to be known respectively as the "Class
A Shares," the "Class B Shares," the "Class C Shares" and the "Class I Shares,"
which classes shall have such preferences and special or relative rights and
privileges as may be determined from time to time by this Board of Trustees
subject always to the Amended Declaration of Trust and the 1940 Act and the
rules and regulations thereunder.
2. Subject to the terms of the Amended Declaration of Trust, the Class A
Shares, Class B Shares, Class C Shares and Class I Shares will have the same
rights and privileges except that:
(A) the Class A Shares
(1) shall be sold subject to an initial sales charge as described
in the prospectus for the Fund as from time to time in effect or shall
be issued to shareholders in connection with the conversion feature as
hereinafter described;
(2) shall have an administrative service fee;
(3) shall not have a plan of distribution adopted under Rule 12b-1
of the 1940 Act ("Rule 12b-1 plan") and no fees payable under the Rule
12b-1 plans for the Class B Shares or Class C Shares shall be allocated
or charged to the Class A Shares; and
(4) shall have such dividend reinvestment, exchange and redemption
rights and privileges as may be described in the prospectus for the
Fund as from time to time in effect; and
(B) the Class B Shares
(1) shall be sold without an initial sales charge but subject to a
contingent deferred sales charge imposed upon the redemption of the
Class B shares as described in the prospectus of the Fund as from time
to time in effect;
(2) shall have an administrative service fee;
(3) shall have a Rule 12b-1 plan and any fees payable from time to
time under such plan shall be allocated and charged to, and any voting
rights with respect to such plan shall be exercisable by, the Class B
Shares only;
(4) shall convert to Class A Shares within a specified number of
years as hereinafter described; and
(5) shall have such purchase, dividend reinvestment, exchange and
redemption rights and privileges associated therewith as may be
described in the prospectus for the Fund as from time to time in
effect; and
2
<PAGE>
(C) the Class C Shares
(1) shall be sold without any initial sales charge or any
contingent deferred sales charge except that, Class C Shares sold on or
after April 1, 1996 shall be subject to a contingent deferred sales
charge as described in the prospectus for the Fund as from time to time
in effect;
(2) shall have an administrative service fee;
(3) shall have a Rule 12b-1 plan and any fees payable from time to
time under such plan shall be allocated and charged to, and any voting
rights with respect to such plan shall be exercisable by, the Class C
Shares only; and
(4) shall have such purchase, dividend reinvestment, exchange and
redemption rights and privileges associated therewith as may be
described in the prospectus for the Fund as from time to time in
effect; and
(D) the Class I Shares
(1) shall be sold without any initial sales charge or any
contingent deferred sales charge;
(2) shall not have an administrative service fee;
(3) shall not have a Rule 12b-1 plan and no fees payable under the
plans for the Class B Shares or Class C Shares shall be allocated or
charged to the Class I Shares; and
(4) shall have such dividend reinvestment, exchange and redemption
rights and privileges as may be described in the prospectus for the
Fund as from time to time in effect.
3. Any shares of the Fund that were issued and outstanding at the time when
shares of the Fund were originally divided into separate classes of shares as
set forth above shall be classified as Class A Shares.
4. Class A Shares of a series shall be issued to holders of Class B Shares
of the same series pursuant to the following described conversion feature:
(A) Class B Shares will convert to Class A Shares six years after
issuance of such Class B Shares; provided, however, that any Class B
Shares issued in exchange for shares originally classified as Initial
Shares of Kemper Portfolios, formerly known as Kemper Investment
Portfolios (KP), whether in connection with a reorganization with a
series of KP or otherwise, shall convert to Class A Shares seven years
after issuance of such Initial Shares if such Initial Shares were
issued prior to February 1, 1991;
3
<PAGE>
(B) Class B Shares issued upon reinvestment of income and capital
gain dividends and other distributions will convert to Class A Shares
on a pro rata basis with other Class B Shares; and
(C) Conversion to Class A Shares shall be based upon the relative
net asset values of the Class A Shares and the Class B Shares at the
time of conversion.
IN WITNESS WHEREOF, the undersigned have this 9th day of March, 1996
signed these presents.
-----------------------------------
Stephen B. Timbers
210 South Green Bay Road
Lake Forest, IL 60045
(signatures continue)
4
<PAGE>
-----------------------------------
David W. Belin, Trustee
1705 Plaza Circle
Des Moines, Iowa 50322
-----------------------------------
Lewis A. Burnham, Trustee
16410 Avila Boulevard
Tampa, Florida 33613
-----------------------------------
Donald L. Dunaway, Trustee
7515 Pelican Bay Boulevard, #903
Naples, Florida 33963
-----------------------------------
Robert B. Hoffman, Trustee
10045 Litzsinger Road
St. Louis, MO 63124-1131
-----------------------------------
Donald R. Jones, Trustee
1776 Beaver Pond Road
Inverness, Illinois 60067
-----------------------------------
Dominique P. Morax, Trustee
Vordere Dorfstrasse 13
8803 Ruschlikon
Switzerland
-----------------------------------
Shirley D. Peterson, Trustee
401 Rosemont Avenue
Frederick, MD 21701-8575
-----------------------------------
William P. Sommers, Trustee
2181 Parkside Avenue
Hillsborough, California 94010
-----------------------------------
Stephen B. Timbers, Trustee
210 South Green Bay Road
Lake Forest, Illinois 60045
5
[LETTERHEAD]
December 23, 1999
Kemper U.S. Government Securities Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 30 to the
Registration Statement on Form N-1A under the Securities Act of 1933
being filed by Kemper U.S. Government Securities Fund (the "Fund") in
connection with the public offering from time to time of units of
beneficial interest, no par value ("Shares"), in one authorized series
(the "Portfolio").
We have acted as counsel to the Fund, and in such capacity are
familiar with the Fund's organization and have counseled the Fund
regarding various legal matters. We have examined such Fund records and
other documents and certificates as we have considered necessary or
appropriate for the purposes of this opinion. In our examination of
such materials, we have assumed the genuineness of all signatures and
the conformity to original documents of all copies submitted to us.
Based upon the foregoing and assuming that the Fund's Amended
and Restated Agreement and Declaration of Trust dated May 27, 1994, the
Written Instrument Establishing and Designating Separate Classes of
Shares dated May 27, 1994, the Amended and Restated Written Instrument
Establishing and Designating Separate Classes of Shares dated March 9,
1996, and the By-Laws of the Fund adopted January 28, 1986, are
presently in full force and effect and have not been amended in any
respect and that the resolutions adopted by the Board of Trustees of
the Fund on January 28, 1986, January 14, 1994, March 3 and 4, 1994,
and March 8 and 9, 1996 relating to organizational matters, securities
matters and the issuance of shares are presently in full force and
effect and have not been amended in any respect, we advise you and
opine that (a) the Fund is a validly existing voluntary association
with transferrable shares under the laws of the Commonwealth of
Massachusetts and is authorized to issue an unlimited number of Shares
in the Portfolio; and (b) presently and upon such further issuance of
the Shares in accordance with the Fund's Agreement and Declaration of
Trust and the receipt by the Fund of a purchase price not less than the
net asset value per Share and when the pertinent provisions of the
Securities Act of 1933 and such "blue-sky"
<PAGE>
and securities laws as may be applicable have been complied with, and
assuming that the Fund continues to validly exist as provided in (a)
above, the Shares are and will be legally issued and outstanding, fully
paid and nonassessable.
The Fund is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Fund or a Portfolio. However, the Agreement and
Declaration of Trust disclaims shareholder liability for acts and
obligations of the Fund or the Portfolio and requires that notice of
such disclaimer be given in each note, bond, contract, instrument,
certificate share or undertaking made or issued by the Trustees or
officers of the Fund. The Agreement and Declaration of Trust provides
for indemnification out of the property of the Portfolio for all loss
and expense of any shareholder of the Portfolio held personally liable
for the obligations of the Portfolio. Thus, the risk of liability is
limited to circumstances in which a Fund would be unable to meet its
obligations.
This opinion is solely for the benefit of the Fund, the Fund's
Board of Trustees and the Fund's officers and may not be relied upon by
any other person without our prior written consent. We hereby consent
to the use of this opinion in connection with said Post-Effective
Amendment.
Very truly yours,
/s/VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/COK
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Independent Auditors and Reports to Shareholders" and to the
use of our report dated December 23, 1999 in the Registration Statement (Form
N-1A) of Kemper U.S. Government Securities Fund, and its incorporation by
reference in the related prospectus and statement of additional information of
Kemper Income Funds, filed with the Securities and Exchange Commission in this
Post-Effective Amendment No. 30 to the Registration Statement under the
Securities Act of 1933 (File No. 2-57937) and in this Amendment No. 30 to the
Registration Statement under the Investment Company Act of 1940 (File No.
811-2719).
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
December 23, 1999
