<PAGE> PAGE 1
000 A000000 03/31/98
000 C000000 0000225528
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 KEMPER HIGH YIELD SERIES
001 B000000 811-2786
001 C000000 3125377000
002 A000000 222 SOUTH RIVERSIDE PLAZA
002 B000000 CHICAGO
002 C000000 IL
002 D010000 60606
002 D020000 5808
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 2
007 C010100 1
007 C020100 KEMPER HIGH YIELD FUND
007 C030100 N
007 C010200 2
007 C020200 KEMPER HIGH YIELD OPPORTUNITY FUND
007 C030200 N
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A00AA01 SCUDDER KEMPER INVESTMENTS, INC.
008 B00AA01 A
008 C00AA01 801-6634
008 D01AA01 NEW YORK
008 D02AA01 NY
008 D03AA01 10154
008 D04AA01 0100
010 A00AA01 KEMPER DISTRIBUTORS, INC.
010 B00AA01 8-47765
010 C01AA01 CHICAGO
010 C02AA01 IL
010 C03AA01 60606
010 C04AA01 5808
011 A00AA01 KEMPER DISTRIBUTORS, INC.
<PAGE> PAGE 2
011 B00AA01 8-47765
011 C01AA01 CHICAGO
011 C02AA01 IL
011 C03AA01 60606
011 C04AA01 5808
012 A00AA01 KEMPER SERVICE COMPANY
012 B00AA01 84-1713
012 C01AA01 KANSAS CITY
012 C02AA01 MO
012 C03AA01 64141
013 A00AA01 ERNST & YOUNG LLP
013 B01AA01 CHICAGO
013 B02AA01 IL
013 B03AA01 60606
014 A00AA01 SCUDDER INVESTOR SERVICES, INC.
014 B00AA01 8-298
014 A00AA02 KEMPER DISTRIBUTORS, INC.
014 B00AA02 8-47765
014 A00AA03 GRUNTAL SECURITIES, INC.
014 B00AA03 8-31022
014 A00AA04 THE GMS GROUP, INC.
014 B00AA04 8-23936
014 A00AA05 ZURICH CAPITAL MARKETS
014 B00AA05 8-49827
014 A00AA06 BANK HANDLOWY
014 B00AA06 8-24613
015 A00AA01 INVESTORS FIDUCIARY TRUST COMPANY
015 B00AA01 C
015 C01AA01 KANSAS CITY
015 C02AA01 MO
015 C03AA01 64105
015 E01AA01 X
015 A00AA02 THE CHASE MANHATTAN BANK
015 B00AA02 C
015 C01AA02 BROOKLYN
015 C02AA02 NY
015 C03AA02 11245
015 E04AA02 X
015 A00AA03 STATE STREET BANK AND TRUST COMPANY
015 B00AA03 S
015 C01AA03 BOSTON
015 C02AA03 MA
015 C03AA03 02110
015 E01AA03 X
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 69
019 C00AA00 KEMPERFNDS
020 A000001 HAMBRECHT & QUIST INCORPORATED
020 B000001 94-2856935
020 C000001 93
<PAGE> PAGE 3
020 A000002 PAINEWEBBER INCORPORATED
020 B000002 13-2638166
020 C000002 15
020 A000003 DONALDSON, LUFKIN & JENRETTE SECURITIES CORP.
020 B000003 13-2741729
020 C000003 11
020 C000004 0
020 C000005 0
020 C000006 0
020 C000007 0
020 C000008 0
020 C000009 0
020 C000010 0
021 000000 119
022 A000001 GOLDMAN, SACHS & CO.
022 B000001 13-5108880
022 C000001 1478517
022 D000001 353696
022 A000002 CS FIRST BOSTON CORPORATION
022 B000002 13-5659485
022 C000002 1044765
022 D000002 171272
022 A000003 LEHMAN BROTHERS INC.
022 B000003 13-2518466
022 C000003 843279
022 D000003 196296
022 A000004 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
022 B000004 13-5674085
022 C000004 724359
022 D000004 293424
022 A000005 DONALDSON, LUFKIN & JENRETTE SECURITIES CORP.
022 B000005 13-2741729
022 C000005 284793
022 D000005 317952
022 A000006 MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
022 B000006 13-2655998
022 C000006 274291
022 D000006 179703
022 A000007 SALOMON BROTHERS INC.
022 B000007 13-3082694
022 C000007 242850
022 D000007 203710
022 A000008 ALEX. BROWN & SONS INCORPORATED
022 B000008 52-1319768
022 C000008 237431
022 D000008 156293
022 A000009 CHASE SECURITIES, INC.
022 B000009 13-3112953
022 C000009 252341
022 D000009 108642
022 A000010 PRUDENTIAL SECURITIES, INC.
<PAGE> PAGE 4
022 B000010 22-2347336
022 C000010 170126
022 D000010 159693
023 C000000 6604011
023 D000000 2679233
024 00AA00 N
025 D00AA01 0
025 D00AA02 0
025 D00AA03 0
025 D00AA04 0
025 D00AA05 0
025 D00AA06 0
025 D00AA07 0
025 D00AA08 0
026 A000000 Y
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
037 00AA00 N
038 00AA00 0
039 00AA00 Y
040 00AA00 Y
041 00AA00 Y
049 00AA00 N
050 00AA00 N
051 00AA00 N
052 00AA00 N
053 A00AA00 N
054 A00AA00 Y
054 B00AA00 Y
054 C00AA00 N
054 D00AA00 N
054 E00AA00 N
054 F00AA00 N
054 G00AA00 N
054 H00AA00 Y
054 I00AA00 N
054 J00AA00 Y
054 K00AA00 N
054 L00AA00 N
054 M00AA00 Y
054 N00AA00 N
054 O00AA00 N
058 A00AA00 N
059 00AA00 Y
<PAGE> PAGE 5
060 A00AA00 Y
060 B00AA00 Y
061 00AA00 1000
066 A00AA00 N
067 00AA00 N
068 A00AA00 N
068 B00AA00 N
069 00AA00 N
077 A000000 Y
077 B000000 N
077 C000000 Y
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
028 A010100 316164
028 A020100 24126
028 A030100 0
028 A040100 275706
028 B010100 199296
028 B020100 23903
028 B030100 0
028 B040100 74803
028 C010100 239585
028 C020100 25127
028 C030100 0
028 C040100 91505
028 D010100 277580
028 D020100 24685
028 D030100 0
028 D040100 141270
028 E010100 162561
028 E020100 25118
028 E030100 0
028 E040100 108350
028 F010100 264777
028 F020100 25348
028 F030100 0
<PAGE> PAGE 6
028 F040100 233761
028 G010100 1459963
028 G020100 148307
028 G030100 0
028 G040100 925395
028 H000100 390234
029 000100 Y
030 A000100 7010
030 B000100 4.50
030 C000100 0.00
031 A000100 847
031 B000100 0
032 000100 6071
033 000100 92
034 000100 Y
035 000100 975
036 A000100 N
036 B000100 0
042 A000100 0
042 B000100 0
042 C000100 0
042 D000100 0
042 E000100 0
042 F000100 0
042 G000100 0
042 H000100 100
043 000100 5940
044 000100 17252
045 000100 Y
046 000100 N
047 000100 Y
048 000100 0.000
048 A010100 250000
048 A020100 0.580
048 B010100 750000
048 B020100 0.550
048 C010100 1500000
048 C020100 0.530
048 D010100 2500000
048 D020100 0.510
048 E010100 2500000
048 E020100 0.480
048 F010100 2500000
048 F020100 0.460
048 G010100 2500000
048 G020100 0.440
048 H010100 0
048 H020100 0.000
048 I010100 0
048 I020100 0.000
048 J010100 0
<PAGE> PAGE 7
048 J020100 0.000
048 K010100 12500000
048 K020100 0.420
055 A000100 N
055 B000100 N
056 000100 Y
057 000100 N
062 A000100 Y
062 B000100 0.0
062 C000100 0.0
062 D000100 0.0
062 E000100 0.0
062 F000100 0.0
062 G000100 0.0
062 H000100 0.0
062 I000100 2.1
062 J000100 0.0
062 K000100 0.0
062 L000100 0.0
062 M000100 4.2
062 N000100 0.0
062 O000100 0.0
062 P000100 89.3
062 Q000100 0.4
062 R000100 2.5
063 A000100 0
063 B000100 8.0
064 A000100 N
064 B000100 Y
065 000100 N
070 A010100 Y
070 A020100 Y
070 B010100 N
070 B020100 N
070 C010100 Y
070 C020100 N
070 D010100 Y
070 D020100 N
070 E010100 Y
070 E020100 Y
070 F010100 Y
070 F020100 N
070 G010100 Y
070 G020100 N
070 H010100 Y
070 H020100 N
070 I010100 Y
070 I020100 N
070 J010100 Y
070 J020100 Y
070 K010100 N
<PAGE> PAGE 8
070 K020100 N
070 L010100 Y
070 L020100 N
070 M010100 Y
070 M020100 N
070 N010100 Y
070 N020100 N
070 O010100 N
070 O020100 N
070 P010100 N
070 P020100 N
070 Q010100 Y
070 Q020100 N
070 R010100 Y
070 R020100 N
071 A000100 3020319
071 B000100 2389811
071 C000100 5081585
071 D000100 94
072 A000100 6
072 B000100 259499
072 C000100 2038
072 D000100 0
072 E000100 0
072 F000100 13892
072 G000100 5866
072 H000100 0
072 I000100 0
072 J000100 3964
072 K000100 0
072 L000100 479
072 M000100 24
072 N000100 218
072 O000100 0
072 P000100 0
072 Q000100 0
072 R000100 39
072 S000100 13
072 T000100 5940
072 U000100 0
072 V000100 0
072 W000100 70
072 X000100 30505
072 Y000100 0
072 Z000100 231032
072AA000100 84544
072BB000100 13552
072CC010100 0
072CC020100 31943
072DD010100 170643
072DD020100 68311
<PAGE> PAGE 9
072EE000100 0
073 A010100 0.0000
073 A020100 0.0000
073 B000100 0.0000
073 C000100 0.0000
074 A000100 4099
074 B000100 0
074 C000100 116483
074 D000100 5309800
074 E000100 0
074 F000100 139932
074 G000100 0
074 H000100 0
074 I000100 0
074 J000100 100885
074 K000100 0
074 L000100 127815
074 M000100 0
074 N000100 5799014
074 O000100 137601
074 P000100 4546
074 Q000100 0
074 R010100 0
074 R020100 0
074 R030100 0
074 R040100 3563
074 S000100 0
074 T000100 5653304
074 U010100 456804
074 U020100 0
074 V010100 0.00
074 V020100 0.00
074 W000100 0.0000
074 X000100 235040
074 Y000100 0
075 A000100 0
075 B000100 5283235
076 000100 0.00
028 A010200 3465
028 A020200 0
028 A030200 0
028 A040200 4
028 B010200 2570
028 B020200 26
028 B030200 0
028 B040200 56
028 C010200 1747
028 C020200 72
028 C030200 0
028 C040200 178
028 D010200 3959
<PAGE> PAGE 10
028 D020200 2
028 D030200 0
028 D040200 247
028 E010200 3284
028 E020200 61
028 E030200 0
028 E040200 1301
028 F010200 2645
028 F020200 73
028 F030200 0
028 F040200 494
028 G010200 17670
028 G020200 234
028 G030200 0
028 G040200 2280
028 H000200 4467
029 000200 Y
030 A000200 90
030 B000200 4.50
030 C000200 0.00
031 A000200 10
031 B000200 0
032 000200 80
033 000200 0
034 000200 N
035 000200 0
036 B000200 0
042 A000200 0
042 B000200 0
042 C000200 0
042 D000200 0
042 E000200 0
042 F000200 0
042 G000200 0
042 H000200 100
043 000200 14
044 000200 350
045 000200 Y
046 000200 N
047 000200 Y
048 000200 0.000
048 A010200 250000
048 A020200 0.650
048 B010200 750000
048 B020200 0.620
048 C010200 1500000
048 C020200 0.600
048 D010200 2500000
048 D020200 0.580
048 E010200 2500000
048 E020200 0.550
<PAGE> PAGE 11
048 F010200 2500000
048 F020200 0.530
048 G010200 2500000
048 G020200 0.510
048 H010200 0
048 H020200 0.000
048 I010200 0
048 I020200 0.000
048 J010200 0
048 J020200 0.000
048 K010200 12500000
048 K020200 0.490
055 A000200 Y
055 B000200 Y
056 000200 Y
057 000200 N
062 A000200 Y
062 B000200 0.0
062 C000200 0.0
062 D000200 0.0
062 E000200 0.0
062 F000200 0.0
062 G000200 0.0
062 H000200 0.0
062 I000200 0.0
062 J000200 0.0
062 K000200 0.0
062 L000200 0.0
062 M000200 0.0
062 N000200 0.0
062 O000200 0.0
062 P000200 90.3
062 Q000200 1.8
062 R000200 6.3
063 A000200 0
063 B000200 9.0
064 A000200 N
064 B000200 N
070 A010200 Y
070 A020200 Y
070 B010200 N
070 B020200 N
070 C010200 Y
070 C020200 N
070 D010200 Y
070 D020200 N
070 E010200 Y
070 E020200 N
070 F010200 Y
070 F020200 N
070 G010200 Y
<PAGE> PAGE 12
070 G020200 N
070 H010200 Y
070 H020200 N
070 I010200 Y
070 I020200 N
070 J010200 Y
070 J020200 N
070 K010200 N
070 K020200 N
070 L010200 Y
070 L020200 N
070 M010200 Y
070 M020200 N
070 N010200 Y
070 N020200 N
070 O010200 Y
070 O020200 Y
070 P010200 N
070 P020200 N
070 Q010200 Y
070 Q020200 N
070 R010200 Y
070 R020200 N
071 A000200 27805
071 B000200 12378
071 C000200 8018
071 D000200 309
072 A000200 6
072 B000200 397
072 C000200 0
072 D000200 0
072 E000200 0
072 F000200 28
072 G000200 8
072 H000200 0
072 I000200 0
072 J000200 13
072 K000200 0
072 L000200 7
072 M000200 0
072 N000200 0
072 O000200 0
072 P000200 10
072 Q000200 0
072 R000200 0
072 S000200 0
072 T000200 14
072 U000200 0
072 V000200 0
072 W000200 7
072 X000200 87
<PAGE> PAGE 13
072 Y000200 0
072 Z000200 310
072AA000200 215
072BB000200 28
072CC010200 273
072CC020200 0
072DD010200 163
072DD020200 125
072EE000200 18
073 A010200 0.0000
073 A020200 0.0000
073 B000200 0.0300
073 C000200 0.0000
074 A000200 436
074 B000200 0
074 C000200 0
074 D000200 14918
074 E000200 0
074 F000200 1019
074 G000200 0
074 H000200 0
074 I000200 0
074 J000200 954
074 K000200 0
074 L000200 434
074 M000200 0
074 N000200 17761
074 O000200 1538
074 P000200 15
074 Q000200 0
074 R010200 0
074 R020200 0
074 R030200 0
074 R040200 20
074 S000200 0
074 T000200 16188
074 U010200 778
074 U020200 841
074 V010200 0.00
074 V020200 0.00
074 W000200 0.0000
074 X000200 831
074 Y000200 0
075 A000200 0
075 B000200 8435
076 000200 0.00
SIGNATURE PHILIP J. COLLORA
TITLE SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000225528
<NAME> KEMPER HIGH YIELD SERIES
<SERIES>
<NUMBER> 011
<NAME> KEMPER HIGH YIELD FUND - CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 5,343,698
<INVESTMENTS-AT-VALUE> 5,566,215
<RECEIVABLES> 228,700
<ASSETS-OTHER> 4,099
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,799,014
<PAYABLE-FOR-SECURITIES> 137,601
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,109
<TOTAL-LIABILITIES> 145,710
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,416,878
<SHARES-COMMON-STOCK> 456,804
<SHARES-COMMON-PRIOR> 407,389
<ACCUMULATED-NII-CURRENT> 94,628
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (80,719)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 222,517
<NET-ASSETS> 5,653,304
<DIVIDEND-INCOME> 2,038
<INTEREST-INCOME> 259,499
<OTHER-INCOME> 0
<EXPENSES-NET> (30,505)
<NET-INVESTMENT-INCOME> 231,032
<REALIZED-GAINS-CURRENT> 70,992
<APPREC-INCREASE-CURRENT> (31,943)
<NET-CHANGE-FROM-OPS> 270,081
<EQUALIZATION> 11,651
<DISTRIBUTIONS-OF-INCOME> (170,643)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 111,637
<NUMBER-OF-SHARES-REDEEMED> (74,791)
<SHARES-REINVESTED> 12,569
<NET-CHANGE-IN-ASSETS> 714,002
<ACCUMULATED-NII-PRIOR> 90,899
<ACCUMULATED-GAINS-PRIOR> (151,713)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,892
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 30,505
<AVERAGE-NET-ASSETS> 5,283,235
<PER-SHARE-NAV-BEGIN> 8.50
<PER-SHARE-NII> .38
<PER-SHARE-GAIN-APPREC> .06
<PER-SHARE-DIVIDEND> (.39)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.55
<EXPENSE-RATIO> .88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000225528
<NAME> KEMPER HIGH YIELD SERIES
<SERIES>
<NUMBER> 012
<NAME> KEMPER HIGH YIELD FUND - CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 5,343,698
<INVESTMENTS-AT-VALUE> 5,566,215
<RECEIVABLES> 228,700
<ASSETS-OTHER> 4,099
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,799,014
<PAYABLE-FOR-SECURITIES> 137,601
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,109
<TOTAL-LIABILITIES> 145,710
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,416,878
<SHARES-COMMON-STOCK> 178,317
<SHARES-COMMON-PRIOR> 155,073
<ACCUMULATED-NII-CURRENT> 94,628
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (80,719)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 222,517
<NET-ASSETS> 5,653,304
<DIVIDEND-INCOME> 2,038
<INTEREST-INCOME> 259,499
<OTHER-INCOME> 0
<EXPENSES-NET> (30,505)
<NET-INVESTMENT-INCOME> 231,032
<REALIZED-GAINS-CURRENT> 70,992
<APPREC-INCREASE-CURRENT> (31,943)
<NET-CHANGE-FROM-OPS> 270,081
<EQUALIZATION> 11,651
<DISTRIBUTIONS-OF-INCOME> (59,611)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 54,183
<NUMBER-OF-SHARES-REDEEMED> (35,303)
<SHARES-REINVESTED> 4,364
<NET-CHANGE-IN-ASSETS> 714,002
<ACCUMULATED-NII-PRIOR> 90,899
<ACCUMULATED-GAINS-PRIOR> (151,713)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,892
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 30,505
<AVERAGE-NET-ASSETS> 5,283,235
<PER-SHARE-NAV-BEGIN> 8.49
<PER-SHARE-NII> .34
<PER-SHARE-GAIN-APPREC> .06
<PER-SHARE-DIVIDEND> (.35)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.54
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000225528
<NAME> KEMPER HIGH YIELD SERIES
<SERIES>
<NUMBER> 013
<NAME> KEMPER HIGH YIELD FUND - CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 5,343,698
<INVESTMENTS-AT-VALUE> 5,566,215
<RECEIVABLES> 228,700
<ASSETS-OTHER> 4,099
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,799,014
<PAYABLE-FOR-SECURITIES> 137,601
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,109
<TOTAL-LIABILITIES> 145,710
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,416,878
<SHARES-COMMON-STOCK> 21,957
<SHARES-COMMON-PRIOR> 14,689
<ACCUMULATED-NII-CURRENT> 94,628
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (80,719)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 222,517
<NET-ASSETS> 5,653,304
<DIVIDEND-INCOME> 2,038
<INTEREST-INCOME> 259,499
<OTHER-INCOME> 0
<EXPENSES-NET> (30,505)
<NET-INVESTMENT-INCOME> 231,032
<REALIZED-GAINS-CURRENT> 70,992
<APPREC-INCREASE-CURRENT> (31,943)
<NET-CHANGE-FROM-OPS> 270,081
<EQUALIZATION> 11,651
<DISTRIBUTIONS-OF-INCOME> (6,727)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,449
<NUMBER-OF-SHARES-REDEEMED> (3,756)
<SHARES-REINVESTED> 575
<NET-CHANGE-IN-ASSETS> 714,002
<ACCUMULATED-NII-PRIOR> 90,899
<ACCUMULATED-GAINS-PRIOR> (151,713)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,892
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 30,505
<AVERAGE-NET-ASSETS> 5,283,235
<PER-SHARE-NAV-BEGIN> 8.52
<PER-SHARE-NII> .35
<PER-SHARE-GAIN-APPREC> .06
<PER-SHARE-DIVIDEND> (.36)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.57
<EXPENSE-RATIO> 1.71
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000225528
<NAME> KEMPER HIGH YIELD SERIES
<SERIES>
<NUMBER> 014
<NAME> KEMPER HIGH YIELD FUND - CLASS I
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 5,343,698
<INVESTMENTS-AT-VALUE> 5,566,215
<RECEIVABLES> 228,700
<ASSETS-OTHER> 4,099
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,799,014
<PAYABLE-FOR-SECURITIES> 137,601
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,109
<TOTAL-LIABILITIES> 145,710
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,416,878
<SHARES-COMMON-STOCK> 4,138
<SHARES-COMMON-PRIOR> 4,063
<ACCUMULATED-NII-CURRENT> 94,628
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (80,719)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 222,517
<NET-ASSETS> 5,653,304
<DIVIDEND-INCOME> 2,038
<INTEREST-INCOME> 259,499
<OTHER-INCOME> 0
<EXPENSES-NET> (30,505)
<NET-INVESTMENT-INCOME> 231,032
<REALIZED-GAINS-CURRENT> 70,992
<APPREC-INCREASE-CURRENT> (31,943)
<NET-CHANGE-FROM-OPS> 270,081
<EQUALIZATION> 11,651
<DISTRIBUTIONS-OF-INCOME> (1,973)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,158
<NUMBER-OF-SHARES-REDEEMED> (8,305)
<SHARES-REINVESTED> 222
<NET-CHANGE-IN-ASSETS> 714,002
<ACCUMULATED-NII-PRIOR> 90,899
<ACCUMULATED-GAINS-PRIOR> (151,713)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,892
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 30,505
<AVERAGE-NET-ASSETS> 5,283,235
<PER-SHARE-NAV-BEGIN> 8.50
<PER-SHARE-NII> .39
<PER-SHARE-GAIN-APPREC> .06
<PER-SHARE-DIVIDEND> (.40)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.55
<EXPENSE-RATIO> .60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000225528
<NAME> KEMPER HIGH YIELD SERIES
<SERIES>
<NUMBER> 021
<NAME> KEMPER HIGH YIELD OPPORTUNITY FUND - CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 15,664
<INVESTMENTS-AT-VALUE> 15,937
<RECEIVABLES> 1,388
<ASSETS-OTHER> 436
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17,761
<PAYABLE-FOR-SECURITIES> 1,538
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35
<TOTAL-LIABILITIES> 1,573
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15,635
<SHARES-COMMON-STOCK> 778
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 111
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 169
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 273
<NET-ASSETS> 16,188
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 397
<OTHER-INCOME> 0
<EXPENSES-NET> (87)
<NET-INVESTMENT-INCOME> 310
<REALIZED-GAINS-CURRENT> 187
<APPREC-INCREASE-CURRENT> 273
<NET-CHANGE-FROM-OPS> 770
<EQUALIZATION> 89
<DISTRIBUTIONS-OF-INCOME> (163)
<DISTRIBUTIONS-OF-GAINS> (11)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 842
<NUMBER-OF-SHARES-REDEEMED> (81)
<SHARES-REINVESTED> 13
<NET-CHANGE-IN-ASSETS> 16,088
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 28
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 87
<AVERAGE-NET-ASSETS> 8,435
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .36
<PER-SHARE-GAIN-APPREC> .46
<PER-SHARE-DIVIDEND> (.29)
<PER-SHARE-DISTRIBUTIONS> (.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 1.44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000225528
<NAME> KEMPER HIGH YIELD SERIES
<SERIES>
<NUMBER> 022
<NAME> KEMPER HIGH YIELD OPPORTUNITY FUND - CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 15,664
<INVESTMENTS-AT-VALUE> 15,937
<RECEIVABLES> 1,388
<ASSETS-OTHER> 436
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17,761
<PAYABLE-FOR-SECURITIES> 1,538
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35
<TOTAL-LIABILITIES> 1,573
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15,635
<SHARES-COMMON-STOCK> 727
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 111
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 169
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 273
<NET-ASSETS> 16,188
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 397
<OTHER-INCOME> 0
<EXPENSES-NET> (87)
<NET-INVESTMENT-INCOME> 310
<REALIZED-GAINS-CURRENT> 187
<APPREC-INCREASE-CURRENT> 273
<NET-CHANGE-FROM-OPS> 770
<EQUALIZATION> 89
<DISTRIBUTIONS-OF-INCOME> (111)
<DISTRIBUTIONS-OF-GAINS> (6)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 855
<NUMBER-OF-SHARES-REDEEMED> (141)
<SHARES-REINVESTED> 9
<NET-CHANGE-IN-ASSETS> 16,088
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 28
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 87
<AVERAGE-NET-ASSETS> 8,435
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .32
<PER-SHARE-GAIN-APPREC> .46
<PER-SHARE-DIVIDEND> (.25)
<PER-SHARE-DISTRIBUTIONS> (.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 2.28
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000225528
<NAME> KEMPER HIGH YIELD SERIES
<SERIES>
<NUMBER> 023
<NAME> KEMPER HIGH YIELD OPPORTUNITY FUND - CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 15,664
<INVESTMENTS-AT-VALUE> 15,937
<RECEIVABLES> 1,388
<ASSETS-OTHER> 436
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17,761
<PAYABLE-FOR-SECURITIES> 1,538
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35
<TOTAL-LIABILITIES> 1,573
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15,635
<SHARES-COMMON-STOCK> 114
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 111
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 169
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 273
<NET-ASSETS> 16,188
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 397
<OTHER-INCOME> 0
<EXPENSES-NET> (87)
<NET-INVESTMENT-INCOME> 310
<REALIZED-GAINS-CURRENT> 187
<APPREC-INCREASE-CURRENT> 273
<NET-CHANGE-FROM-OPS> 770
<EQUALIZATION> 89
<DISTRIBUTIONS-OF-INCOME> (14)
<DISTRIBUTIONS-OF-GAINS> (1)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 119
<NUMBER-OF-SHARES-REDEEMED> (10)
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 16,088
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 28
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 87
<AVERAGE-NET-ASSETS> 8,435
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .32
<PER-SHARE-GAIN-APPREC> .46
<PER-SHARE-DIVIDEND> (.25)
<PER-SHARE-DISTRIBUTIONS> (.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 2.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Exhibit 77C
Kemper High Yield Fund
Form N-SAR for the period ended 03/31/98
File No. 811-2786
Page 1
A special meeting of Registrant's shareholders was held on
December 3, 1997 and was adjourned as necessary. Votes regarding
the items submitted to shareholder vote are set forth below.
Item 1: Election of the Board of Trustees
David W. Belin
Vote Number
---- ---------------
FOR 347,328,495.274
WITHHELD 6,740,541.288
Lewis A. Burnham
Vote Number
---- ---------------
FOR 347,577,795.640
WITHHELD 6,491,240.922
Donald L. Dunaway
Vote Number
---- ---------------
FOR 347,538,491.651
WITHHELD 6,530,544.911
Robert B. Hoffman
Vote Number
---- ---------------
FOR 347,562,271.611
WITHHELD 6,506,764.951
Exhibit 77C
Kemper High Yield Fund
Form N-SAR for the period ended 03/31/98
File No. 811-2786
Page 2
Donald R. Jones
Vote Number
---- ---------------
FOR 347,542,069.634
WITHHELD 6,526,966.928
Shirley D. Peterson
Vote Number
---- ---------------
FOR 347,291,933.995
WITHHELD 6,777,102.567
Daniel Pierce
Vote Number
---- ---------------
FOR 347,432,371.747
WITHHELD 6,636,664.815
William P. Sommers
Vote Number
---- ---------------
FOR 347,549,991.550
WITHHELD 6,519,045.012
Edmond D. Villani
Vote Number
---- ---------------
FOR 347,404,085.205
WITHHELD 6,664,951.357
Exhibit 77C
Kemper High Yield Fund
Form N-SAR for the period ended 03/31/98
File No. 811-2786
Page 3
Item 2: Selection of Independent Auditors
Vote Number
---- ---------------
F0R 344,265,890.237
AGAINST 2,567,659.218
ABSTAIN 7,235,487.107
Item 3: New Investment Management Agreement
Vote Number
---- ---------------
F0R 321,876,286.866
AGAINST 6,749,386.117
ABSTAIN 11,582,409.579
Item 6: New Rule 12B-1 Distribution Plan
(Class B shareholders only)
Vote Number
---- ---------------
F0R 78,738,288.821
AGAINST 1,447,875.898
ABSTAIN 3,499,709.058
(Class C shareholders only)
Vote Number
---- ---------------
F0R 7,590,716.500
AGAINST 235,949.792
ABSTAIN 210,430.195
Exhibit 77C
Kemper High Yield Fund
Form N-SAR for the period ended 03/31/98
File No. 811-2786
Page 4
Item 7: To approve changes in investment policies
Vote Number
---- ---------------
F0R 290,898,754.831
AGAINST 12,070,755.494
ABSTAIN 19,190,877.930
|W:\FUNDS\NSAR.EXH\KHYS\77C.398|298
Exhibit 77Q1(e)(1)
Kemper High Yield Series
Form N-SAR for the period ended 03/31/98
File No. 811-2786
INVESTMENT MANAGEMENT AGREEMENT
Kemper High Yield Series
222 South Riverside Plaza
Chicago, Illinois 60606
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper High Yield Fund
Ladies and Gentlemen:
KEMPER HIGH YIELD SERIES (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of Trust,
as amended from time-to-time (the "Declaration"), the Board of
Trustees is authorized to issue the Trust's shares of beneficial
interest (the "Shares"), in separate series, or funds. The Board
of Trustees has authorized Kemper High Yield Fund (the "Fund").
Series may be abolished and dissolved, and additional series
established, from time to time by action of the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust s Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
The Declaration, as amended to date.
(a) By-Laws of the Trust as in effect on the date hereof
(the "By- Laws").
(b) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
(c) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
1. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act upon advice of counsel to the Trust. You shall also make
available to the Trust promptly upon request all of the Fund s
investment records and ledgers as are necessary to assist the
Trust in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall
furnish to regulatory authorities having the requisite authority
any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and
regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
2
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund s portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust"s Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust s officers or Board of Trustees shall reasonably request.
2. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
3
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
3. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund s Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund s
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
4
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund s
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
4. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .58 of 1
percent of the average daily net assets as defined below of the
Fund for such month; provided that, for any calendar month during
which the average of such values exceeds $250,000,000 the fee
payable for that month based on the portion of the average of
such values in excess of $250,000,000 shall be 1/12 of .55 of 1
percent of such portion; provided that, for any calendar month
during which the average of such values exceeds $1,000,000,000,
the fee payable for that month based on the portion of the
average of such values in excess of $1,000,000,000 shall be 1/12
of .53 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds
5
$2,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .51 of 1 percent of such portion; provided that,
for any calendar month during which the average of such values
exceeds $5,000,000,000, the fee payable for that month based on
the portion of the average of such values in excess of
$5,000,000,000 shall be 1/12 of .48 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such values exceeds $7,500,000,000, the fee payable for that
month based on the portion of the average of such values in
excess of $7,500,000,000 shall be 1/12 of .46 of 1 percent of
such portion; provided that, for any calendar month during which
the average of such values exceeds 10,000,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .44 of
1 percent of such portion; and provided that, for any calendar
month during which the average of such values exceeds
12,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$12,500,000,000 shall be 1/12 of .42 of 1 percent of such
portion; over (b) any compensation waived by you from time to
time (as more fully described below). You shall be entitled to
receive during any month such interim payments of your fee
hereunder as you shall request, provided that no such payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund s
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
6
fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
5. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund s
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of yours concerning the Shares of the Fund, you shall act solely
as investment counsel for such clients and not in any way on
behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
6. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the
Trust agrees that you shall not be liable under this Agreement
for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall
be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
7. Duration and Termination of This Agreement. This Agreement
shall remain in force until March 1, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
7
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
8. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
9. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Kemper High Yield Series" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of the
Fund, or Trustee, officer, employee or agent of the Trust, shall
be subject to claims against or obligations of the Trust or of
the Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
8
10. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
KEMPER HIGH YIELD SERIES,
on behalf of Kemper High Yield Fund
By: /s/ John E. Neal
---------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
9
By: /s/ Lynn S. Birdsong
-----------------------------
Vice President
10
Exhibit 77Q1(e)(2)
Kemper High Yield Series
Form N-SAR for the period ended 03/31/98
File No. 811-2786
INVESTMENT MANAGEMENT AGREEMENT
Kemper High Yield Series
222 South Riverside Plaza
Chicago, Illinois 60606
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper High Yield Opportunity Fund
Ladies and Gentlemen:
KEMPER HIGH YIELD SERIES (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of Trust,
as amended from time-to-time (the "Declaration"), the Board of
Trustees is authorized to issue the Trust's shares of beneficial
interest (the "Shares"), in separate series, or funds. The Board
of Trustees has authorized Kemper High Yield Opportunity Fund
(the Fund ). Series may be abolished and dissolved, and
additional series established, from time to time by action of the
Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
The Declaration, as amended to date.
(a) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(b) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
(c) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act upon advice of counsel to the Trust. You shall also make
available to the Trust promptly upon request all of the Fund s
investment records and ledgers as are necessary to assist the
Trust in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall
furnish to regulatory authorities having the requisite authority
any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and
regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
2
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust s Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
3
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund s operating expense budgets;
reviewing the Fund s bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
4. Allocation of Charges and Expense. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund's
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
4
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund's
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .65 of 1
percent of the average daily net assets as defined below of the
Fund for such month; provided that, for any calendar month during
which the average of such values exceeds $250,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $250,000,000 shall be 1/12 of .62 of 1
percent of such portion; provided that, for any calendar month
during which the average of such values exceeds $1,000,000,000,
the fee payable for that month based on the portion of the
average of such values in excess of $1,000,000,000 shall be 1/12
of .60 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds
5
$2,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .58 of 1 percent of such portion; provided
that, for any calendar month during which the average of such
values exceeds $5,000,000,000, the fee payable for that month
based on the portion of the average of such values in excess of
$5,000,000,000 shall be 1/12 of .55 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such values exceeds $7,500,000,000, the fee payable for that
month based on the portion of the average of such values in
excess of $7,500,000,000 shall be 1/12 of .53 of 1 percent of
such portion; provided that, for any calendar month during which
the average of such values exceeds $10,000,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .51 of
1 percent of such portion; and provided that, for any calendar
month during which the average of such values exceeds
$12,500,000,000, the fee payable for that month based of the
portion of the average of such values in excess of
$12,500,000,000 shall be 1/12 of .49 of 1 percent of such
portion; over any compensation waived by you from time to time
(as more fully described below). You shall be entitled to receive
during any month such interim payments of your fee hereunder as
you shall request, provided that no such payment shall exceed 75
percent of the amount of your fee then accrued on the books of
the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund s
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
6
fee, or any limitation of the Fund s expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund s
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of yours concerning the Shares of the Fund, you shall act solely
as investment counsel for such clients and not in any way on
behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the
Trust agrees that you shall not be liable under this Agreement
for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall
be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until March 1, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
7
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Kemper High Yield Series" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of the
Fund, or Trustee, officer, employee or agent of the Trust, shall
be subject to claims against or obligations of the Trust or of
the Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
8
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
KEMPER HIGH YIELD SERIES, on behalf of
Kemper High Yield Opportunity Fund
By: /s/ John E. Neal
-----------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Lynn S. Birdsong
-----------------------------
Vice President
9
