<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1995.
1933 ACT REGISTRATION NO. 2-47008
1940 ACT REGISTRATION NO. 811-2353
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM N-1A
<TABLE>
<CAPTION>
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
<S> <C>
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 40 /X/
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 40 /X/
</TABLE>
(Check appropriate box or boxes)
------------------
KEMPER NATIONAL TAX-FREE INCOME SERIES
(Formerly known as Kemper Municipal Bond Fund)
(Exact name of Registrant as Specified in Charter)
<TABLE>
<S> <C>
120 South LaSalle Street, Chicago, Illinois 60603
(Address of Principal Executive Office) (Zip Code)
</TABLE>
Registrant's Telephone Number, including Area Code: (312) 781-1121
<TABLE>
<S> <C>
Philip J. Collora, With a copy to:
Vice President and Secretary
Kemper National Tax-Free Income Series Charles F. Custer
120 South LaSalle Street Vedder, Price, Kaufman & Kammholz
Chicago, Illinois 60603 222 North LaSalle Street
(Name and Address of Agent for Service) Chicago, Illinois 60601
</TABLE>
Registrant has registered an indefinite number of its shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Rule 24f-2 Notice for Registrant's fiscal year ended September 30,
1995 was filed on or about October 26, 1995.
It is proposed that this filing will become effective (check appropriate
box)
/ / immediately upon filing pursuant to paragraph (b)
/X/ on November 10, 1995 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate check the following box:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED PER UNIT OFFERING PRICE* REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of beneficial interest,
without par value:
- --------------------------------------------------------------------------------------------------
Kemper Municipal Bond Fund........ 34,556,577 $9.74 $290,000 $100
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* The fee is calculated in accordance with Rule 24e-2.
b(2) 77,348,675; b(3) 42,821,872; b(4) 34,526,803.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
KEMPER NATIONAL TAX-FREE INCOME SERIES
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART A
OF FORM N-1A AND PROSPECTUS
<TABLE>
<CAPTION>
ITEM NUMBER
OF FORM N-1A LOCATION IN PROSPECTUS
------------ ----------------------
<S> <C> <C>
1. Cover Page.............................. Cover Page
2. Synopsis................................ Summary; Summary of Expenses; Supplement to
Prospectus
3. Condensed Financial Information......... Financial Highlights; Performance; Supplement
to Prospectus
4. General Description of Registrant....... Summary; Investment Objectives, Policies and
Risk Factors
5. Management of the Fund.................. Summary; Investment Manager and Underwriter
5A. Management's Discussion of Financial
Performance............................. Performance
6. Capital Stock and Other Securities...... Summary; Dividends and Taxes; Purchase of
Shares; Capital Structure
7. Purchase of Securities Being Offered.... Summary; Investment Manager and Underwriter;
Net Asset Value; Purchase of Shares; Special
Features; Supplement to Prospectus
8. Redemption or Repurchase................ Summary; Redemption or Repurchase of Shares
9. Pending Legal Proceedings............... Inapplicable
</TABLE>
<PAGE> 3
KEMPER TAX-FREE INCOME FUNDS
SUPPLEMENT TO PROSPECTUS
DATED NOVEMBER 10, 1995
CLASS I SHARES
Kemper Municipal Bond Fund
Kemper Intermediate Municipal Bond Fund
Kemper National Tax-Free Income Series offers two investment portfolios,
Kemper Municipal Bond Fund ("Municipal Fund") and Kemper Intermediate Municipal
Bond Fund ("Intermediate Municipal Fund"), which 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
prospectus, and Class I shares, which are described in the prospectus as
supplemented hereby. (Kemper State Tax-Free Income Series, which is also
included in the Kemper Tax-Free Income Funds combined prospectus, does not
offer Class I shares.)
Class I shares of the Funds are available for purchase exclusively by the
following investment advisory clients of KFS and its investment advisory
affiliates (including Kemper Asset Management Company ("KAMCO")) that invest at
least $1 million in the Fund: (1) unaffiliated benefit 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. Class I
shares currently are available for purchase only from Kemper Distributors,
Inc., principal underwriter for the Funds. Share certificates are not
available for Class I shares.
The primary distinctions among the classes of shares lie in their initial and
contingent deferred sales charge schedules and in their ongoing expenses,
including asset-based sales charges in the form of Rule 12b-1 distribution
fees. 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 administrative 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 percentage of net
asset value) and, therefore, the overall investment return, will be higher for
Class I shares than for Class A, Class B and Class C shares.
The following information for the Class I shares supplements the referenced
sections of the prospectus.
SUMMARY OF EXPENSES
SHAREHOLDER TRANSACTION EXPENSES (APPLICABLE TO BOTH FUNDS)
Maximum Sales Charge on Purchases
(as a percentage of offering price) . . . . . . . . . . . . . . None
Maximum Sales Charge on Reinvested Dividends . . . . . . . . . . None
Redemption Fees . . . . . . . . . . . . . . . . . . . . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . None
Deferred Sales Charge (as percentage of redemption proceeds) . . None
<PAGE> 4
<TABLE>
<CAPTION>
Inter.
Muni. Muni.
Fund Fund
----- ------
<S> <C> <C>
ANNUAL FUND OPERATION EXPENSES
(as a percentage of average net assets)
Management Fees . . . . . . . . . . . . . . . . . . . . .42% .55%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . None None
Other Expenses (estimated) . . . . . . . . . . . . . . .02% .03%
--- ---
Total Operating Expenses . . . . . . . . . . . . . . . .44% .58%
=== ===
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the Muni. Fund $5 $14 $25 $55
following expenses on Inter. Muni. Fund $6 $19 $32 $73
a $1,000 investment,
assuming (1) 5% annual
return and (2)
redemption at the end
of each time period:
</TABLE>
The purpose of the preceding table is to assist investors in understanding the
various costs and expenses that an investor in Class I shares of the Fund will
bear directly or indirectly.
As discussed more fully under "Investment Manager and Underwriter" in
the Statement of Additional Information, KFS agreed to waive its full
investment management fee for the Intermediate Municipal Fund until May 1,
1995. Thereafter, the full management fee is to be instituted gradually under a
schedule determined by KFS. The table for the Intermediate Municipal Fund
reflects the full management fee rate without any waiver. "Other
Expenses" are estimated for the current fiscal year.
2
<PAGE> 5
The Example assumes a 5% annual rate of return pursuant to requirements of the
Securities and Exchange Commission. This hypothetical rate of return is not
intended to be representative of past or future performance of the Fund. The
Example should not be considered to be a representation of past or future
expenses. Actual expenses may be greater or lesser than those shown.
FINANCIAL HIGHLIGHTS
No financial information is presented for Class I Shares of the Municipal and
Intermediate Municipal Funds since no Class I Shares had been issued as of
September 30, 1995, the fiscal year end for the Municipal and Intermediate
Municipal Funds.
November 10, 1995
KNTIS-2I (11/95)
LKWW:\FUNDS\STICKERS\KNTIS-2I.1195
3
<PAGE> 6
<TABLE>
<CAPTION>
TABLE OF CONTENTS
- -------------------------------------------------
<S> <C>
Summary 1
- -------------------------------------------------
Summary of Expenses 3
- -------------------------------------------------
Financial Highlights 5
- -------------------------------------------------
Investment Objectives, Policies and Risk 16
Factors
- -------------------------------------------------
Investment Manager and Underwriter 25
- -------------------------------------------------
Dividends and Taxes 28
- -------------------------------------------------
Net Asset Value 32
- -------------------------------------------------
Purchase of Shares 32
- -------------------------------------------------
Redemption or Repurchase of Shares 37
- -------------------------------------------------
Special Features 40
- -------------------------------------------------
Performance 43
- -------------------------------------------------
Capital Structure 45
- -------------------------------------------------
</TABLE>
This combined prospectus of the Kemper Tax-Free Income Funds contains
information about each of the Funds that you should know before investing and
should be retained for future reference. A Statement of Additional Information
dated November 10, 1995, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. It is available upon request
without charge from the Trusts at the address or telephone number on this cover
or the firm from which this prospectus was obtained.
THE FUNDS' SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. INVESTMENT IN A
FUND'S SHARES INVOLVES RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
(KEMPER LOGO)
KEMPER
TAX-FREE INCOME
FUNDS
PROSPECTUS NOVEMBER 10, 1995
KEMPER TAX-FREE INCOME FUNDS
120 South LaSalle Street, Chicago, Illinois 60603 1-800-621-1048
Kemper Tax-Free Income Funds are two open-end management investment companies
("Trusts"), Kemper National Tax-Free Income Series and Kemper State Tax-Free
Income Series, that together offer a choice of ten investment portfolios
("Funds") to investors seeking a high level of income exempt from federal income
tax and, in the case of certain Funds, from the income taxes of a particular
state:
KEMPER MUNICIPAL BOND FUND
KEMPER INTERMEDIATE MUNICIPAL BOND FUND
KEMPER CALIFORNIA TAX-FREE INCOME FUND
KEMPER FLORIDA TAX-FREE INCOME FUND
KEMPER MICHIGAN TAX-FREE INCOME FUND
KEMPER NEW JERSEY TAX-FREE INCOME FUND
KEMPER NEW YORK TAX-FREE INCOME FUND
KEMPER OHIO TAX-FREE INCOME FUND
KEMPER PENNSYLVANIA TAX-FREE INCOME FUND
KEMPER TEXAS TAX-FREE INCOME FUND
<PAGE> 7
KEMPER TAX-FREE INCOME FUNDS
120 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60603, TELEPHONE 1-800-621-1048
SUMMARY
INVESTMENT OBJECTIVES; PERMITTED INVESTMENTS. Kemper Tax-Free Income Funds are
two open-end management investment companies ("Trusts"), Kemper National
Tax-Free Income Series (the "National Trust") and Kemper State Tax-Free Income
Series (the "State Trust"), that together offer a choice of ten investment
portfolios ("Funds"). The National Trust consists of two "National Funds" that
invest primarily in Municipal Securities and have different portfolio maturity
policies and the State Trust consists of eight "State Funds" that invest
primarily in the Municipal Securities of a particular state.
Each National Fund seeks to provide as high a level of current interest income
that is exempt from federal income taxes as is consistent with preservation of
capital, through investment in a professionally managed, diversified portfolio
of Municipal Securities.
KEMPER MUNICIPAL BOND FUND ("Municipal Fund"). The dollar-weighted average
portfolio maturity of the Municipal Fund is expected normally to be longer than
10 years, although it is not limited as to portfolio maturity.
KEMPER INTERMEDIATE MUNICIPAL BOND FUND ("Intermediate Municipal Fund"). As a
non-fundamental policy, the dollar-weighted average portfolio maturity of the
Intermediate Municipal Fund, under normal market conditions, will be between 3
and 10 years.
Each State Fund seeks to provide a high level of current income that is exempt
from federal income taxes and, in the case of certain Funds, the income taxes of
a particular state, through a professionally managed, non-diversified portfolio
of Municipal Securities.
KEMPER CALIFORNIA TAX-FREE INCOME FUND ("California Fund") seeks income exempt
from federal and California income taxes.
KEMPER FLORIDA TAX-FREE INCOME FUND ("Florida Fund") seeks income exempt from
federal income taxes.
KEMPER MICHIGAN TAX-FREE INCOME FUND ("Michigan Fund") seeks income exempt from
federal and Michigan income taxes.
KEMPER NEW JERSEY TAX-FREE INCOME FUND ("New Jersey Fund") seeks income exempt
from federal and New Jersey income taxes.
KEMPER NEW YORK TAX-FREE INCOME FUND ("New York Fund") seeks income exempt from
federal, New York State and New York City income taxes.
KEMPER OHIO TAX-FREE INCOME FUND ("Ohio Fund") seeks income exempt from federal
and Ohio income taxes.
KEMPER PENNSYLVANIA TAX-FREE INCOME FUND ("Pennsylvania Fund") seeks income
exempt from federal and Pennsylvania income taxes.
KEMPER TEXAS TAX-FREE INCOME FUND ("Texas Fund") seeks income exempt from
federal income taxes.
For the Municipal Fund, all Municipal Securities will be rated at the time of
purchase within the four highest grades assigned by Moody's Investors Service,
Inc. ("Moody's"), Standard & Poor's Corporation ("S&P"), Fitch Investors
Service, Inc. ("Fitch") or Duff & Phelps Credit Rating Co. ("Duff") or any other
Nationally Recognized Statistical Rating Organization (as designated by the
Securities and Exchange Commission), provided that up to 10% of the Municipal
Fund's net assets may be invested in Municipal Securities that are lower rated
or unrated. For the Intermediate Municipal Fund and the State Funds, all
Municipal Securities will, at the time of purchase, be within the four highest
ratings of Moody's, S&P, Fitch or Duff or any other Nationally Recognized
Statistical Rating Organization or will be of comparable quality as determined
by the Funds' investment manager, provided that up to 10% of a Fund's net assets
may be invested without regard to this limitation. Each Fund may also purchase
and sell put and call options and financial futures contracts and options
thereon. See "Investment Objectives, Policies and Risk Factors" and "Dividends
and Taxes."
1
<PAGE> 8
RISK FACTORS. There is no assurance that the investment objective of any Fund
will be achieved. There are market and investment risks with any security and
the value of an investment in a Fund will fluctuate over time. Normally the
value of a Fund's investments varies inversely with changes in interest rates.
The returns and net asset value of each Fund will fluctuate. As
"non-diversified" funds, each State Fund may invest a relatively high percentage
of its assets in a limited number of issuers, making those Funds more
susceptible to economic, political or regulatory occurrences than a diversified
fund. There are special risks associated with options and financial futures
transactions and there is no assurance that their use will be successful. See
"Investment Objectives, Policies and Risk Factors."
PURCHASES AND REDEMPTIONS. Each Fund provides investors with the option of
purchasing shares in the following ways:
<TABLE>
<S> <C>
Class A Shares..................... Offered at net asset value plus a maximum sales charge of 4.5%
(2.75% for the Intermediate Municipal Fund) of the offering
price. Reduced sales charges apply to purchases of $100,000 or
more. The redemption within one year of Class A shares
purchased at net asset value under the Large Order NAV
Purchase Privilege may be subject to a 1% contingent deferred
sales charge.
Class B Shares..................... Offered at net asset value, subject to a Rule 12b-1
distribution fee and a contingent deferred sales charge that
declines from 4% to zero on certain redemptions made within
six years of purchase. Class B shares automatically convert
into Class A shares (which have lower ongoing expenses) six
years after purchase.
Class C Shares..................... Offered at net asset value without an initial or contingent
deferred sales charge, but subject to a Rule 12b-1
distribution fee. Class C shares do not convert into another
class.
</TABLE>
Each class of shares represents interests in the same portfolio of investments
of a Fund. The minimum initial investment is $1,000 and investments thereafter
must be at least $100. Shares are redeemable at net asset value, which may be
more or less than original cost, subject, in the case of Class A shares
purchased under the Large Order NAV Purchase Privilege and for Class B shares,
to any applicable contingent deferred sales charge. See "Purchase of Shares" and
"Redemption or Repurchase of Shares."
INVESTMENT MANAGER AND UNDERWRITER. Kemper Financial Services, Inc. ("KFS") is
the investment manager for each Fund. KFS was the first to offer a managed
municipal bond fund (the Municipal Fund) and currently manages approximately $9
billion of tax-exempt investments. KFS is paid an investment management fee at
an annual rate that differs among the Funds. Kemper Distributors, Inc. ("KDI"),
an affiliate of KFS, is principal underwriter and administrator for each Fund.
For Class B shares and Class C shares, KDI receives a Rule 12b-1 distribution
fee of .75% of average daily net assets. KDI also receives the amount of any
contingent deferred sales charges paid on the redemption of shares.
Administrative services are provided to shareholders under administrative
services agreements with KDI. Each Fund pays an administrative services fee at
the annual rate of up to .25 of 1% of average daily net assets of each class of
the Fund, which KDI pays to financial services firms. See "Investment Manager
and Underwriter."
INVESTORS IN A FUND. Each Fund is designed for persons who are seeking a high
level of income exempt from federal income taxes and, in the case of certain
State Funds, from income taxes of a particular state. Through a single
investment in shares of a Fund, investors receive the benefits of professional
management and liquidity. Additionally, each Fund offers the economic advantages
of block purchases of securities and relief from administrative details such as
accounting for distributions and the safekeeping of securities. The tax
exemption of Fund dividends for federal income tax and, if applicable,
particular state or local tax purposes does not necessarily result in exemption
under the income or other tax laws of any other state or local taxing authority.
The laws of the several states and local taxing authorities vary with respect to
the taxation of interest income and investments, and shareholders are advised to
consult their own tax advisers as to the status of their accounts under state
and local tax laws. The Funds may not be appropriate investments for qualified
retirement plans and Individual Retirement Accounts.
DIVIDENDS. Each Fund declares daily dividends of its net investment income on
shares for which it has received payment. Each Fund normally distributes monthly
dividends of net investment income and distributes any net
2
<PAGE> 9
realized capital gains at least annually. Income and capital gain dividends of a
Fund are automatically reinvested in additional shares of that Fund, without a
sales charge, unless the shareholder makes a different election. See "Dividends
and Taxes."
GENERAL. In the opinion of the staff of the Securities and Exchange Commission,
the use of this combined prospectus may make each Trust liable for any
misstatement or omission in this prospectus regardless of the particular Trust
to which it pertains.
SUMMARY OF EXPENSES
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
(APPLICABLE TO ALL FUNDS)(1) CLASS A(2) CLASS B CLASS C
---------- ------------------ -------
<S> <C> <C> <C>
Maximum Sales Charge on Purchases
(as a percentage of offering price)................. 4.5% None None
2.75% Inter.
Mun. Fund
Only
Maximum Sales Charge on Reinvested Dividends.......... None None None
Redemption Fees....................................... None None None
Exchange Fee.......................................... None None None
Deferred Sales Charge (as a percentage of redemption
proceeds)........................................... None(3) 4% during the None
first year, 3%
during the second
and third years,
2% during the
fourth and fifth
years and 1% in
the sixth year
</TABLE>
- ---------------
(1) Investment dealers and other firms may independently charge additional fees
for shareholder transactions or for advisory services; please see their
materials for details.
(2) Reduced sales charges apply to purchases of $100,000 or more. See "Purchase
of Shares--Initial Sales Charge Alternative--Class A Shares."
(3) The redemption within one year of shares purchased at net asset value under
the Large Order NAV Purchase Privilege may be subject to a 1% contingent
deferred sales charge. See "Purchase of Shares--Initial Sales Charge
Alternative--Class A Shares."
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
<TABLE>
<CAPTION>
MUNICIPAL INTER. MUN. CALIFORNIA FLORIDA MICHIGAN NEW JERSEY NEW YORK OHIO PENNSYLVANIA TEXAS
CLASS A SHARES FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND
--------- ----------- ---------- ------- -------- ---------- -------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees........ .42% .55% .53% .55% .55% .55% .54% .55% .55% .55%
12b-1 Fees............. None None None None None None None None None None
Other Expenses(4)...... .24% .40% .21% .25% .41% .39% .27% .28% .46% .34%
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total Operating
Expenses............. .66% .95% .74% .80% .96% .94% .81% .83% 1.01% .89%
==== ==== ==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
<TABLE>
<CAPTION>
MUNICIPAL INTER. MUN. CALIFORNIA FLORIDA MICHIGAN NEW JERSEY NEW YORK OHIO PENNSYLVANIA TEXAS
CLASS B SHARES FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND
--------- ----------- ---------- ------- -------- ---------- -------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees........ .42% .55% .53% .55% .55% .55% .54% .55% .55% .55%
12b-1 Fees(5).......... .75% .75% .75% .75% .75% .75% .75% .75% .75% .75%
Other Expenses(4)...... .38% .53% .32% .35% .46% .43% .38% .45% .49% .43%
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total Operating
Expenses............. 1.55% 1.83% 1.60% 1.65% 1.76% 1.73% 1.67% 1.75% 1.79% 1.73%
==== ==== ==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
- ---------------
(4) "Other Expenses" for the Intermediate Municipal, Michigan, New Jersey and
Pennsylvania Funds have been estimated for the current fiscal year.
(5) Long-term shareholders may pay more than the economic equivalent of the
maximum initial sales charges permitted by the National Association of
Securities Dealers, although KDI believes that it is unlikely because of the
automatic conversion feature described under "Purchase of Shares--Deferred
Sales Charge Alternative--Class B Shares."
3
<PAGE> 10
<TABLE>
<CAPTION>
MUNICIPAL INTER. MUN. CALIFORNIA FLORIDA MICHIGAN NEW JERSEY NEW YORK OHIO PENNSYLVANIA TEXAS
CLASS C SHARES FUND FUND FUND FUND FUND FUND FUND FUND FUND FUND
--------- ----------- ---------- ------- -------- ---------- -------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees........ .42% .55% .53% .55% .55% .55% .54% .55% .55% .55%
12b-1 Fees(6).......... .75% .75% .75% .75% .75% .75% .75% .75% .75% .75%
Other Expenses(4)...... .34% .40% .28% .32% .43% .40% .33% .39% .46% .39%
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total Operating
Expenses............. 1.51% 1.70% 1.56% 1.62% 1.73% 1.70% 1.62% 1.69% 1.76% 1.69%
==== ==== ==== ==== ==== ==== ==== ==== ==== ====
</TABLE>
- ---------------
(6) As a result of the accrual of 12b-1 fees, long-term shareholders may pay
more than the economic equivalent of the maximum initial sales charges
permitted by the National Association of Securities Dealers.
EXAMPLE
<TABLE>
<CAPTION>
1 3 5 10
CLASS A SHARES FUND YEAR YEARS YEARS YEARS
---- ---- ----- -------
<S> <C> <C> <C> <C> <C>
You would pay the following expenses Municipal Fund $51 $65 $80 $124
on a $1,000 investment, assuming Inter. Mun. Fund $37 $57 $79 $141
(1) 5% annual return and (2) California Fund $52 $68 $84 $133
redemption at the end of each Florida Fund $53 $69 $87 $140
time period: Michigan Fund $54 $74 -- --
New Jersey Fund $54 $74 -- --
New York Fund $53 $70 $88 $141
Ohio Fund $53 $70 $89 $143
Pennsylvania Fund $55 $76 -- --
Texas Fund $54 $72 $92 $150
</TABLE>
<TABLE>
<CAPTION>
1 3 5 10
CLASS B SHARES(7) FUND YEAR YEARS YEARS YEARS
---- ---- ----- -------
<S> <C> <C> <C> <C> <C>
You would pay the following expenses Municipal Fund $46 $69 $ 94 $138
on a $1,000 investment, assuming Inter. Mun. Fund $49 $78 $109 $170
(1) 5% annual return and (2) California Fund $46 $70 $ 97 $146
redemption at the end of each Florida Fund $47 $72 $100 $152
time period: Michigan Fund $48 $75 -- --
New Jersey Fund $48 $74 -- --
New York Fund $47 $73 $101 $154
Ohio Fund $48 $75 $105 $159
Pennsylvania Fund $48 $76 -- --
Texas Fund $48 $74 $104 $161
You would pay the following Municipal Fund $16 $49 $ 84 $138
expenses on the same investment, Inter. Mun. Fund $19 $58 $ 99 $170
assuming no redemption: California Fund $16 $50 $ 87 $146
Florida Fund $17 $52 $ 90 $152
Michigan Fund $18 $55 -- --
New Jersey Fund $18 $54 -- --
New York Fund $17 $53 $ 91 $154
Ohio Fund $18 $55 $ 95 $159
Pennsylvania Fund $18 $56 -- --
Texas Fund $18 $54 $ 94 $161
</TABLE>
- ---------------
(7) Assumes conversion to Class A shares six years after purchase and was
calculated based upon the assumption that the shareholder was an owner of
the shares on the first day of the first year and the contingent deferred
sales charge was applied as follows: 1 year (3%), 3 years (2%), 5 years (1%)
and 10 years (0%). See "Redemption or Repurchase of Shares--Contingent
Deferred Sales Charge--Class B Shares" for more information regarding the
calculation of the contingent deferred sales charge.
4
<PAGE> 11
<TABLE>
<CAPTION>
1 3 5 10
CLASS C SHARES FUND YEAR YEARS YEARS YEARS
---- ---- ------- -------
<S> <C> <C> <C> <C> <C>
You would pay the following expenses Municipal Fund $15 $48 $82 $180
on a $1,000 investment, assuming Inter. Mun. Fund $17 $54 $92 $201
(1) 5% annual return and (2) California Fund $16 $49 $85 $186
redemption at the end of each Florida Fund $16 $51 $88 $192
time period: Michigan Fund $18 $54 -- --
New Jersey Fund $17 $54 -- --
New York Fund $16 $51 $88 $192
Ohio Fund $17 $53 $92 $200
Pennsylvania Fund $18 $55 -- --
Texas Fund $17 $53 $92 $200
</TABLE>
The purpose of the preceding table is to assist investors in understanding the
various costs and expenses that an investor in a Fund will bear directly or
indirectly. The table is based upon actual expenses incurred in the last fiscal
year, except as noted below.
As discussed under "Investment Manager and Underwriter" in the Statement of
Additional Information, KFS has waived its investment management fee and
absorbed certain other operating expenses of both the Texas Fund and the Ohio
Fund since each commenced operations. These expenses were gradually instituted
and fully reinstated by June, 1995. The tables for the Texas Fund and the Ohio
Fund reflect the full management fee rate without any waiver and "Other
Expenses" without the effect of any expense absorption.
The Intermediate Municipal Fund commenced public offering of its shares on
November 1, 1994 and the Michigan, New Jersey and Pennsylvania Funds commenced
public offering on March 15, 1995, thus expenses shown above for those funds are
estimates for the current fiscal year. As discussed more fully under "Investment
Manager and Underwriter" in the Statement of Additional Information, KFS waived
its full investment management fee for the Intermediate Municipal Fund until May
1, 1995 and for the Michigan, New Jersey and Pennsylvania Funds until September
15, 1995. Thereafter, the full management fee is being reinstated gradually
under schedules determined by KFS. The tables for these Funds reflect the full
management fee rate without any waiver.
The Example assumes a 5% annual rate of return pursuant to requirements of the
Securities and Exchange Commission. This hypothetical rate of return is not
intended to be representative of past or future performance of any Fund. THE
EXAMPLE SHOULD NOT BE CONSIDERED TO BE A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
FINANCIAL HIGHLIGHTS
The tables below show financial information for each Fund expressed in terms of
one share outstanding throughout the period. The information in the table for
each Fund is covered by the report of the Trusts' independent auditors. The
report is contained in each Trust's Registration Statement and is available from
that Trust. The financial statements contained in the Trusts' 1995 Annual
Reports to Shareholders are incorporated herein by reference and may be obtained
by writing or calling the applicable Trust.
5
<PAGE> 12
MUNICIPAL FUND
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $ 9.69 10.95 10.29 10.05 9.40 9.59 9.40 9.08 9.61 8.44
- ----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .55 .55 .61 .65 .69 .69 .70 .70 .70 .74
- ----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain
(loss) .50 (.92) .82 .35 .62 (.19) .19 .34 (.51) 1.15
- ----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations 1.05 (.37) 1.43 1.00 1.31 .50 .89 1.04 .19 1.89
- ----------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment
income .55 .56 .62 .63 .66 .69 .70 .72 .72 .72
- ----------------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .04 .33 .15 .13 -- -- -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Total dividends .59 .89 .77 .76 .66 .69 .70 .72 .72 .72
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $10.15 9.69 10.95 10.29 10.05 9.40 9.59 9.40 9.08 9.61
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 11.15 (3.67) 14.50 10.36 14.36 5.25 9.74 11.88 1.80 23.17
- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses .66 .60 .47 .48 .48 .49 .49 .51 .53 .52
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.63 5.42 5.78 6.44 6.97 7.14 7.26 7.55 7.29 8.08
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
------------------------------ ------------------------------
MAY 31, MAY 31,
YEAR ENDED 1994 TO YEAR ENDED 1994 TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995 1994
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
CLASS B AND C SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 9.67 9.95 9.69 9.95
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .46 .14 .47 .16
- ------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .50 (.26) .51 (.26)
- ------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .96 (.12) .98 (.10)
- ------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .46 .16 .47 .16
- ------------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .04 -- .04 --
- ------------------------------------------------------------------------------------------------------------------------------
Total dividends .50 .16 .51 .16
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 10.13 9.67 10.16 9.69
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 10.17 (1.24) 10.32 (1.03)
- ------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.55 1.56 1.51 1.53
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.74 4.55 4.78 4.56
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
1995 1994 1993 1992 1991
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ALL CLASSES
SUPPLEMENTAL FUND DATA:
Net assets at end of year (in thousands) $3,510,648 3,716,997 4,072,626 3,154,972 2,465,928
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 86 50 52 32 29
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 13
INTERMEDIATE MUNICIPAL FUND
<TABLE>
<CAPTION>
NOVEMBER 1, 1994
(INITIAL PUBLIC OFFERING)
TO SEPTEMBER 30, 1995
-----------------------------
CLASS A CLASS B CLASS C
-----------------------------
<S> <C> <C> <C>
INTERMEDIATE MUNICIPAL FUND
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 9.50 9.50 9.50
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .45 .36 .38
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain .68 .68 .69
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations 1.13 1.04 1.07
- ------------------------------------------------------------------------------------------------------------------------------------
Less distribution from net investment income .45 .36 .38
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 10.18 10.18 10.19
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 12.08 11.13 11.43
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%): (a)
Expenses absorbed by the Fund .55 1.42 1.28
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.00 4.13 4.27
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%): (a)
Expenses 1.05 1.92 1.78
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.50 3.63 3.77
- ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL FUND DATA:
Net assets at end of period (in thousands) $16,169
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 60
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTES FOR BOTH NATIONAL TAX-FREE INCOME SERIES FUNDS:
(a) KFS agreed to waive the management fee of the Intermediate Municipal
Fund from its inception, November 1, 1994, through April 30, 1995.
Thereafter, the management fee is being gradually reinstated. "Other
ratios to average net assets" are computed without the undertaking to
waive the management fee.
Ratios have been determined on an annualized basis. Total return is not
annualized and does not reflect the effect of any sales charges.
7
<PAGE> 14
CALIFORNIA FUND
<TABLE>
<CAPTION>
OCTOBER 1,
YEAR ENDED AUGUST 31, 1989 TO YEAR ENDED SEPTEMBER 30,
------------------------------------- AUGUST 31, -----------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $7.22 8.01 7.57 7.31 6.96 $ 7.17 7.03 6.76 7.11 6.33
- ----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .39 .39 .44 .46 .46 .43 .49 .50 .50 .55
- ----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .17 (.44) .53 .29 .35 (.09) .22 .27 (.35) .78
- ----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .56 (.05) .97 .75 .81 .34 .71 .77 .15 1.33
- ----------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .39 .39 .44 .46 .46 .43 .49 .50 .50 .55
- ----------------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .04 .35 .09 .03 -- .12 .08 -- -- --
- ----------------------------------------------------------------------------------------------------------------------------------
Total dividends .43 .74 .53 .49 .46 .55 .57 .50 .50 .55
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $7.35 7.22 8.01 7.57 7.31 6.96 7.17 7.03 6.76 7.11
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 8.13 (.74) 13.21 10.47 12.00 4.86 10.36 11.72 2.51 21.78
- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses .74 .74 .63 .64 .66 .64 .63 .63 .65 .67
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.53 5.30 5.68 6.11 6.43 6.58 6.78 7.15 6.92 7.76
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
-------------------------- --------------------------
MAY 31, MAY 31,
YEAR ENDED 1994 TO YEAR ENDED 1994 TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1995 1994 1995 1994
-------------------------- --------------------------
<S> <C> <C> <C> <C>
CLASS B AND C SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $7.22 7.23 7.22 7.23
- ----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .33 .08 .33 .08
- ----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .17 (.01) .16 (.01)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .50 .07 .49 .07
- ----------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .33 .08 .33 .08
- ----------------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .04 -- .04 --
- ----------------------------------------------------------------------------------------------------------------------------------
Total dividends .37 .08 .37 .08
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $7.35 7.22 7.34 7.22
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 7.17 1.05 7.08 .96
- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.60 1.60 1.56 1.56
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.67 4.48 4.71 4.76
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
1995 1994 1993 1992 1991
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SUPPLEMENTAL FUND DATA:
Net assets at end of year (in thousands) $1,087,232 1,168,449 1,331,377 1,182,891 973,408
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 69 37 59 15 17
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See footnotes after tables.
8
<PAGE> 15
FLORIDA FUND
<TABLE>
<CAPTION>
APRIL 25,
1991 TO
YEAR ENDED AUGUST 31, AUGUST 31,
1995 1994 1993 1992 1991
---------------------------------
<S> <C> <C> <C> <C> <C>
CLASS A SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $10.11 10.98 10.22 9.69 9.50
- -----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .53 .52 .58 .64 .23
- -----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .30 (.52) .81 .53 .19
- -----------------------------------------------------------------------------------------------------------------------------
Total from investment operations .83 -- 1.39 1.17 .42
- -----------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .53 .52 .58 .64 .23
- -----------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .14 .35 .05 -- --
- -----------------------------------------------------------------------------------------------------------------------------
Total dividends .67 .87 .63 .64 .23
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $10.27 10.11 10.98 10.22 9.69
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 8.62 (.11) 13.96 12.51 4.27
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%): (a)
Expenses .80 .79 .63 .25 --
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 5.30 5.04 5.48 6.25 6.52
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
------------------------ ------------------------
MAY 31, MAY 31,
YEAR ENDED 1994 TO YEAR ENDED 1994 TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
CLASS B AND C SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $10.10 10.13 10.10 10.13
- -----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .44 .11 .45 .11
- -----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .30 (.03) .30 (.03)
- -----------------------------------------------------------------------------------------------------------------------------
Total from investment operations .74 .08 .75 .08
- -----------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .44 .11 .45 .11
- -----------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .14 -- .14 --
- -----------------------------------------------------------------------------------------------------------------------------
Total dividends .58 .11 .59 .11
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $10.26 10.10 10.26 10.10
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 7.67 .74 7.84 .75
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.65 1.70 1.52 1.54
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 4.45 4.28 4.58 4.52
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
APRIL 25,
1991 TO
YEAR ENDED AUGUST 31, AUGUST 31,
1995 1994 1993 1992 1991
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SUPPLEMENTAL FUND DATA:
Net assets at end of period (in thousands) $117,292 124,721 129,702 109,276 41,923
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 96 53 35 20 33
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See footnotes after tables.
9
<PAGE> 16
MICHIGAN FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
---------- ---------- ----------
MARCH 15, MARCH 15, MARCH 15,
1995 TO 1995 TO 1995 TO
AUGUST 31, AUGUST 31, AUGUST 31,
1995 1995 1995
---------- ---------- ----------
<S> <C> <C> <C>
MICHIGAN FUND:
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 9.50 9.50 9.50
- ----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .22 .18 .18
- ----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain .26 .27 .26
- ----------------------------------------------------------------------------------------------------------------------------
Total from investment operations .48 .45 .44
- ----------------------------------------------------------------------------------------------------------------------------
Less distribution from net investment income .22 .18 .18
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.76 9.77 9.76
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 5.00 4.72 4.63
- ----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):(b)
Expenses absorbed by the Fund .41 1.21 1.21
- ----------------------------------------------------------------------------------------------------------------------------
Net investment income 4.82 4.02 4.02
- ----------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%):(b)
Expenses .96 1.76 1.76
- ----------------------------------------------------------------------------------------------------------------------------
Net investment income 4.27 3.47 3.47
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARCH 15,
1995 TO
AUGUST 31,
1995
----------
<S> <C>
SUPPLEMENTAL FUND DATA:
Net assets at end of period (in thousands) $3,079
- ----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 161
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See footnotes after tables.
NEW JERSEY FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
---------- ---------- ----------
MARCH 15, MARCH 15, MARCH 15,
1995 TO 1995 TO 1995 TO
AUGUST 31, AUGUST 31, AUGUST 31,
1995 1995 1995
---------- ---------- ----------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 9.50 9.50 9.50
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .22 .18 .18
- ------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain .25 .27 .27
- ------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .47 .45 .45
- ------------------------------------------------------------------------------------------------------------------------------
Less distribution from net investment income .22 .18 .18
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.75 9.77 9.77
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 4.89 4.69 4.75
- ------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%): (b)
Expenses absorbed by the Fund .39 1.18 1.18
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.99 4.20 4.20
- ------------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%): (b)
Expenses .94 1.73 1.73
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.44 3.65 3.65
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARCH 15,
1995 TO
AUGUST 31,
1995
----------
<S> <C>
SUPPLEMENTAL FUND DATA:
Net assets at end of period (in thousands) $4,309
- ------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 68
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
See footnotes after tables.
10
<PAGE> 17
NEW YORK FUND
<TABLE>
<CAPTION>
JULY 1, DECEMBER 31,
1990 TO 1985 TO
YEAR ENDED AUGUST 31, AUGUST 31, YEAR ENDED JUNE 30, JUNE 30,
CLASS A SHARES 1995 1994 1993 1992 1991 1990 1990 1989 1988 1987 1986
-------------------------------------- ---------- --------------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning of
year $10.73 11.59 10.97 10.41 9.90 10.02 10.22 9.63 9.75 9.62 9.50
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment
operations:
Net investment income .58 .58 .63 .65 .69 .12 .72 .64 .55 .53 .16
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized
gain (loss) .20 (.60) .72 .56 .51 (.12) (.18) .59 (.12) .13 .12
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment
operations .78 (.02) 1.35 1.21 1.20 -- .54 1.23 .43 .66 .28
- ---------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net
investment income .58 .58 .63 .65 .69 .12 .72 .64 .55 .53 .16
- ---------------------------------------------------------------------------------------------------------------------------------
Distribution from net
realized gain .13 .26 .10 -- -- -- .02 -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Total dividends .71 .84 .73 .65 .69 .12 .74 .64 .55 .53 .16
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $10.80 10.73 11.59 10.97 10.41 9.90 10.02 10.22 9.63 9.75 9.62
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 7.62 (.19) 12.82 12.07 12.54 .02 5.53 13.18 4.56 6.97 2.78
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (c)
Expenses .81 .76 .67 .66 .40 .72 .72 1.42 1.97 2.05 1.59
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.47 5.29 5.69 6.12 6.77 6.45 6.33 5.25 5.41 4.58 4.11
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
---------------------------------- ----------------------------------
MAY 31, MAY 31,
YEAR ENDED 1994 TO YEAR ENDED 1994 TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
CLASS B AND C SHARES 1995 1994 1995 1994
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.73 10.77 10.73 10.77
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .48 .12 .48 .12
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .20 (.04) .19 (.04)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .68 .08 .67 .08
- ---------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .48 .12 .48 .12
- ---------------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .13 -- .13 --
- ---------------------------------------------------------------------------------------------------------------------------------
Total dividends .61 .12 .61 .12
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 10.80 10.73 10.79 10.73
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 6.69 .75 6.64 .70
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.67 1.68 1.62 1.63
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.61 4.36 4.66 4.68
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
ALL CLASSES 1995 1994 1993 1992 1991
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SUPPLEMENTAL FUND DATA:
Net assets at end of year (in thousands) $319,477 342,839 354,461 290,464 229,350
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 112 43 36 16 26
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See footnotes after tables.
11
<PAGE> 18
OHIO FUND
<TABLE>
<CAPTION>
MARCH 22,
YEAR ENDED 1993 TO
AUGUST 31, AUGUST 31,
CLASS A SHARES 1995 1994 1993
------------------ -------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $9.56 9.98 9.50
- -----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .50 .53 .24
- -----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .25 (.41) .48
- -----------------------------------------------------------------------------------------------------------------------------
Total from investment operations .75 .12 .72
- -----------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .50 .53 .24
- -----------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain -- .01 --
- -----------------------------------------------------------------------------------------------------------------------------
Total dividends .50 .54 .24
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.81 9.56 9.98
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 8.20 1.23 7.54
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%): (d)
Expenses absorbed by the Fund .63 .02 --
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 5.27 5.44 5.21
- -----------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%): (d)
Expenses .83 .82 .86
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 5.07 4.64 4.36
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
------------------------ ------------------------
MAY 31, MAY 31,
YEAR ENDED 1994 TO YEAR ENDED 1994 TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
CLASS B AND C SHARES 1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 9.56 9.54 9.56 9.54
- -------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .44 .14 .44 .14
- -------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain .25 .02 .25 .02
- -------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .69 .16 .69 .16
- -------------------------------------------------------------------------------------------------------------------------------
Less distribution from net investment income .44 .14 .44 .14
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.81 9.56 9.81 9.56
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 7.57 1.55 7.56 1.55
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%): (d)
Expenses absorbed by the Fund 1.32 .22 1.27 .21
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.58 4.72 4.63 5.04
- -------------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%): (d)
Expenses 1.75 1.72 1.69 1.67
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.15 3.22 4.21 3.58
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARCH 22,
YEAR ENDED AUGUST 1993 TO
31, AUGUST 31,
ALL SHARES 1995 1994 1993
------------------ ------------------
<S> <C> <C> <C>
SUPPLEMENTAL FUND DATA:
Net assets at end of period (in thousands) $ 31,450 23,769 15,530
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 90 103 17
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See footnotes after tables.
12
<PAGE> 19
PENNSYLVANIA FUND
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
---------- ---------- ----------
MARCH 15, MARCH 15, MARCH 15,
1995 TO 1995 TO 1995 TO
AUGUST 31, AUGUST 31, AUGUST 31,
ALL CLASSES 1995 1995 1995
---------- ---------- ----------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 9.50 9.50 9.50
- --------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .22 .18 .19
- --------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain .31 .30 .31
- --------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .53 .48 .50
- --------------------------------------------------------------------------------------------------------------------------------
Less distribution from net investment income .22 .18 .19
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.81 9.80 9.81
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 5.54 5.05 5.18
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%): (b)
Expenses absorbed by the Fund .46 1.24 1.21
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.93 4.15 4.18
- --------------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%): (b)
Expenses 1.01 1.79 1.76
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.38 3.60 3.63
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARCH 15,
1995 TO
AUGUST 31,
ALL CLASSES 1995
----------
<S> <C>
SUPPLEMENTAL FUND DATA:
Net assets at end of period (in thousands) $2,118
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 85
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See footnotes after tables.
13
<PAGE> 20
TEXAS FUND
<TABLE>
<CAPTION>
NOVEMBER 1,
1991 TO
YEAR ENDED AUGUST 31, AUGUST 31,
1995 1994 1993 1992
-------------------------------------- ----------------
<S> <C> <C> <C> <C>
TEXAS
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $10.14 10.69 9.95 9.50
- -----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .54 .56 .60 .50
- -----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .36 (.42) .74 .45
- -----------------------------------------------------------------------------------------------------------------------------
Total from investment operations .90 .14 1.34 .95
- -----------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .54 .56 .60 .50
- -----------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .08 .13 -- --
- -----------------------------------------------------------------------------------------------------------------------------
Total dividends .62 .69 .60 .50
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $10.42 10.14 10.69 9.95
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 9.28 1.28 13.89 10.15
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%): (e)
Expenses absorbed by the Fund .70 .36 .08 --
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 5.37 5.38 5.79 5.98
- -----------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%): (e)
Expenses .89 .90 .79 .93
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 5.18 4.82 5.08 5.05
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
------------------------ ------------------------
YEAR MAY 31, YEAR MAY 31,
ENDED 1994 TO ENDED 1994 TO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
CLASS B AND C SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $10.15 10.17 10.15 10.17
- -------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .45 .12 .46 .12
- -------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .35 (.02) .35 (.02)
- -------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .80 .10 .81 .10
- -------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .45 .12 .46 .12
- -------------------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .08 -- .08 --
- -------------------------------------------------------------------------------------------------------------------------------
Total dividends .53 .12 .54 .12
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $10.42 10.15 10.42 10.15
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%): 8.16 .92 8.27 .88
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%): (e)
Expenses absorbed by the Fund 1.54 1.24 1.50 1.23
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.53 4.44 4.57 3.96
- -------------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (%): (e)
Expenses 1.73 1.78 1.69 1.77
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income 4.34 3.90 4.38 3.42
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
NOVEMBER 1,
1991 TO
YEAR ENDED AUGUST 31, AUGUST 31,
1995 1994 1993 1992
--------------------------- -----------
<S> <C> <C> <C> <C>
SUPPLEMENTAL FUND DATA:
Net assets at end of period (in thousands) $14,877 15,409 12,341 7,810
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%): 75 58 47 18
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See footnotes after tables.
14
<PAGE> 21
NOTES FOR ALL STATE TAX-FREE INCOME SERIES FUNDS:
(a) Certain expenses of the Florida Fund were waived or absorbed by KFS during
each of the three periods shown ending August 31, 1993. If no waiver had
been in place during this time, the expense ratios would have increased
.86%, .42% and 0.1% of average net assets, respectively, with a
corresponding decrease in the net investment income ratios during these
periods.
(b) KFS agreed to waive the management fee of the Michigan Fund, New Jersey Fund
and the Pennsylvania Fund from their inception, March 15, 1995, through
September 15, 1995. Thereafter, the management fees will be gradually
reinstated. "Other ratios to average net assets" are computed without the
undertaking to waive the management fee.
(c) Certain expenses of the New York Fund were waived or absorbed by KFS during
various periods shown. Beginning July 1, 1991, the New York Fund began
paying all expenses in full. The ratios shown are computed without the
undertaking to waive or absorb expenses.
(d) Certain expenses of the Ohio Fund were waived or absorbed by KFS from March
22, 1993 through June 30, 1994. Thereafter, these expenses were gradually
reinstated through June 30, 1995. "Other ratios to average net assets" are
computed without the undertaking to waive such expenses.
(e) Certain expenses of the Texas Fund were waived or absorbed by KFS from
November 1, 1991 through December 31, 1992. Thereafter, expenses (excluding
the management fee) were gradually reinstated through June 30, 1995. "Other
ratios to average net assets" are computed without the undertaking to waive
such expenses.
Ratios have been determined on an annualized basis. Total return is not
annualized and does not reflect the effect of sales charges.
15
<PAGE> 22
INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS
Kemper Tax-Free Income Funds consist of two open-end management investment
companies ("Trusts"), Kemper National Tax-Free Income Series (the "National
Trust") and Kemper State Tax-Free Income Series (the "State Trust") that offer a
choice of investment portfolios ("Funds") designed for investors seeking a high
level of current income exempt from federal income tax and, in the case of
certain Funds, from the income taxes of a particular state. The National Trust
consists of two "National Funds": Kemper Municipal Bond Fund ("Municipal Fund")
and Kemper Intermediate Municipal Bond Fund ("Intermediate Municipal Fund") and
the State Trust consists of eight separate "State Funds". Each Trust may offer
additional Funds in the future.
Under normal conditions, as a fundamental investment policy, each Fund will
maintain at least 80% of its investments in obligations issued by or on behalf
of states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities, the
income from which is exempt from federal income taxes ("Municipal Securities").
As indicated under "Dividends and Taxes," the Funds may invest in "private
activity bonds." The Funds currently do not consider private activity bonds to
be Municipal Securities for purposes of the 80% limitation.
The assets of each Fund consist of (a) Municipal Securities; (b) temporary
investments in high grade taxable fixed income instruments including repurchase
agreements (See "Temporary Investments" below for more information); (c)
financial futures contracts and options (which may produce taxable gains) as
described under "Additional Investment Information" below; and (d) cash. From
time to time, a Fund may purchase insurance on the securities in the Fund's
portfolio. While such insurance provides protection against default of the
issuer, it does not protect against a decline in the value of a security as a
result of market conditions. For the Municipal Fund, all Municipal Securities
will be rated at the time of purchase within the four highest grades assigned by
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P"), Fitch Investors Service, Inc. ("Fitch") or Duff & Phelps Credit Rating
Co. ("Duff") or any other Nationally Recognized Statistical Rating Organization
("NRSRO") as designated by the Securities and Exchange Commission ("SEC"),
provided that up to 10% of the net assets of the Municipal Fund may be invested
in Municipal Securities that are lower rated ("junk bonds") or unrated. For the
Intermediate Municipal Fund and the State Funds, all Municipal Securities will
be rated at the time of purchase within the four highest grades assigned by
Moody's, S&P, Fitch or Duff or any other NRSRO as designated by the SEC, or will
be of comparable quality as determined by the Fund's investment manager,
provided that up to 10% of a Fund's net assets may be invested without regard to
this limitation. The top four ratings currently assigned by these organizations
are as follows: Moody's (Aaa, Aa, A or Baa), S&P (AAA, AA, A or BBB), Fitch
(AAA, AA, A or BBB) and Duff (AAA, AA, A or BBB).
Municipal Securities are debt obligations issued to obtain funds for various
public purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass transportation,
schools, streets and water and sewer works. Other public purposes for which
Municipal Securities may be issued include the refunding of outstanding
obligations, obtaining funds for general operating expenses and the obtaining of
funds to loan to other public institutions and facilities. In addition, certain
types of industrial development bonds are issued by or on behalf of public
authorities to obtain funds to provide privately-operated housing facilities,
sports facilities, convention or trade show facilities, airport, mass transit,
port or parking facilities, air or water pollution control facilities and
certain local facilities for water supply, gas, electricity or sewage or solid
waste disposal. Such obligations, which may include lease arrangements, are
included within the term Municipal Securities if the interest paid thereon
qualifies as exempt from federal income tax. Other types of industrial
development bonds, the proceeds of which are used for the construction,
equipment, repair or improvement of privately operated industrial or commercial
facilities, may constitute Municipal Securities, although the current federal
tax laws place substantial limitations on the size of such issues.
The two principal classifications of Municipal Securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable only from the revenues derived
from a particular facility or class of facilities
16
<PAGE> 23
or, in some cases, from the proceeds of a special excise or other specific
revenue source. Industrial development bonds that are Municipal Securities are
in most cases revenue bonds and do not generally constitute the pledge of the
credit of the issuer of such bonds. There are, of course, variations in the
degree of risk of Municipal Securities, both within a particular classification
and between classifications, depending on numerous factors.
There are market and investment risks with any security and the value of an
investment in a Fund will fluctuate over time. Normally, the value of a Fund's
investments varies inversely with changes in interest rates and longer-term
securities are more susceptible to changes in value as a result of interest-rate
changes than are shorter-term securities. There can be no assurance that the
objective of any Fund will be achieved. Municipal Securities rated within the
four highest grades by Moody's, S&P, Fitch or Duff are generally considered to
be "investment grade." Like higher rated securities, securities rated in the
Baa/BBB categories are considered to have adequate capacity to pay principal and
interest, although they may have fewer protective provisions than higher rated
securities and thus may be adversely affected by severe economic circumstances
and are considered to have speculative characteristics. For a discussion of
lower rated or non-rated securities and related risks, see "Special Risk
Factors--High Yield (High Risk) Bonds" below.
Each State Fund is "non-diversified" and, as such, may invest more than 5% of
its assets in the obligations of an issuer, subject to the diversification
requirements of Subchapter M of the Internal Revenue Code applicable to the
Fund. This allows a State Fund, as to 50% of its assets, to invest more than 5%
of its assets, but not more than 25%, in the fixed income securities of any
municipality or other tax-exempt issuer. Since a State Fund may invest a
relatively high percentage of its assets in the obligations of a limited number
of issuers, it will be more susceptible to economic, political or regulatory
occurrences than a diversified fund. See "Investment Restrictions" in the
Statement of Additional Information. Also, see "Investments--Special Risk
Factors" in the Statement of Additional Information for more information
concerning the risks associated with investment in Municipal Securities of the
particular states.
MUNICIPAL FUND. The objective of the Municipal Fund is to provide as high a
level of current interest income exempt from federal income taxes as is
consistent with preservation of capital. The Municipal Fund seeks to achieve its
objective by investing primarily in a diversified portfolio of Municipal
Securities. Although the Municipal Fund is not limited as to portfolio maturity,
the dollar-weighted average portfolio maturity of this Fund, under normal market
conditions, is expected to be longer than 10 years.
INTERMEDIATE MUNICIPAL FUND. The objective of the Intermediate Municipal Fund is
to provide as high a level of current income that is exempt from federal income
taxes as is consistent with preservation of capital. The Intermediate Municipal
Fund seeks to achieve its objective by investing in a diversified portfolio of
Municipal Securities.
As a non-fundamental policy, the dollar-weighted average portfolio maturity of
this Fund, under normal market conditions, will be between 3 and 10 years. The
maturity of a security held by the Fund will generally be considered to be the
time remaining until repayment of the principal amount of such security, except
that a security will be treated as having a maturity earlier than its stated
maturity date if it has technical features (such as puts or demand features) or
a variable rate of interest which, in the judgment of the Fund's investment
manager, will result in the security being valued in the market as though it has
the earlier maturity. Intermediate-term securities generally are more stable and
less susceptible to changes in market value than longer term securities although
they in most cases offer lower yields than securities with longer maturities.
The investment manager believes that investment in intermediate-term securities
allows the Fund to seek both high current income and preservation of capital.
There is, however, no assurance that the Fund's objective will be achieved. The
return and net asset value of the Fund will fluctuate.
CALIFORNIA FUND. The objective of the California Fund is to provide a high level
of current income that is exempt from federal and California income taxes. The
California Fund seeks to achieve its objective by investing in a non-diversified
portfolio of Municipal Securities. The California Fund intends to generate
dividends that are
17
<PAGE> 24
exempt from California income taxes. Such dividend income may be subject to
local taxes. Under California law a mutual fund must have at least 50% of its
total assets invested in California state and local issues the income from which
is exempt from California income tax ("California Municipal Securities") at the
end of each quarter of its taxable year in order to be eligible to pay to
California residents dividends that are wholly or partially exempt from
California income taxes. Accordingly, the California Fund intends to invest a
minimum of 50% of its assets in California Municipal Securities and may invest
up to 100% of its assets in such securities. The California Fund normally
maintains at least 80% of its investments in California Municipal Securities.
Investors should be aware that certain California constitutional amendments,
legislative measures, executive orders, civil actions and voter initiatives, as
well as the general financial condition of the State, could result in certain
adverse consequences for owners of California Municipal Securities. The natural
disasters that California has experienced in recent years may impair local
issuer financial performance. In addition, amendments in recent years to the
California Constitution and statutes that limit the taxing and spending
authority of California governmental entities may impair the ability of the
issuers of some California Municipal Securities to maintain debt service on
their obligations. Other measures affecting the taxing or spending authority of
California or its political subdivisions may be approved or enacted in the
future.
FLORIDA FUND. The objective of the Florida Fund is to provide a high level of
current income that is exempt from federal income taxes. The Florida Fund seeks
to achieve its objective by investing primarily in a non-diversified portfolio
of obligations issued by the State of Florida, its political subdivisions,
agencies or instrumentalities and other securities that are exempt from the
Florida intangibles tax and the interest from which is exempt from federal
income taxes ("Florida Municipal Securities"). Dividends representing interest
income received by the Florida Fund on Florida Municipal Securities will be
exempt from federal income taxes. Dividend income may be subject to state and
local taxes. Florida currently has no income tax for individuals. Since the
investment manager believes that exemption from the Florida intangibles tax is
likely to be available, the Florida Fund generally will seek investments
enabling shares of the Florida Fund to be exempt from the intangibles tax.
However, there is no assurance that an exemption from the Florida intangibles
tax will be available. See "Dividends and Taxes." Florida Municipal Securities
may at times have lower yields than other tax-exempt securities. Taking
advantage of the exemption from the Florida intangibles tax could result in
higher portfolio turnover and related transaction costs. As a temporary
defensive position, to the extent Florida Municipal Securities are at any time
unavailable or unattractive for investment by the Florida Fund, it will invest
in other debt securities the interest from which is exempt from federal income
tax. Under normal market conditions, as a non-fundamental policy, the Florida
Fund will maintain at least 65% of its total assets in Florida Municipal
Securities. See also "Dividends and Taxes."
Florida is characterized by rapid growth, substantial capital needs, a
manageable debt burden, a diversifying but still somewhat narrow economic base
and good financial operations. The State continues to experience rapid
population growth although not as great as in previous years. The slower
population growth rate should allow the State to catch up on its capital needs.
Technology-based manufacturing, healthcare and financial services have joined
tourism and agriculture as leading elements of Florida's continued economic
growth. Florida's overall financial position remains healthy, despite swings in
financial operations over the past several years. The swings are reflective of
the State's reliance on the sales tax as the major revenue source. Florida has
increased its funding of capital projects through more frequent debt issuance
rather than the historical pay-as-you-go method.
MICHIGAN FUND. The objective of the Michigan Fund is to provide a high level of
current income that is exempt from federal and Michigan income taxes. The
Michigan Fund seeks to achieve its objective by investing primarily in a
non-diversified portfolio of obligations issued by or on behalf of Michigan, its
political subdivisions, agencies or instrumentalities the interest from which is
exempt from federal and Michigan income taxes ("Michigan Municipal Securities").
Dividends representing interest income received by the Michigan Fund on Michigan
Municipal Securities will be exempt from federal and Michigan income taxes. Such
dividend income may be subject to other state and local taxes. To the extent
that Michigan Municipal Securities are at any time unavailable or unattractive
for investment by the Michigan Fund, it will invest temporarily in other debt
securities the interest from which is
18
<PAGE> 25
exempt from federal income tax. Under normal market conditions, as a
non-fundamental policy, the Michigan Fund will maintain at least 65% of its
total assets in Michigan Municipal Securities.
Michigan's economic performance relies heavily on national economic trends. Its
economy is highly industrialized with an economic base concentrated in the
manufacturing sector. This concentration has generally caused the State's
economy to be more volatile than that of more diversified states, although its
long term growth has kept pace with the nation due to gains in other sectors.
The most recent economic recession had a milder affect on the State compared to
the recession of the 1980's. The restructuring of the State's manufacturing
industry following the recession of the 1980's improved the industry's overall
competitive position. In addition, the rebound in the automotive industry of the
past several years has improved the State's current economic and financial
position. Michigan's future economic growth will likely come from growth in its
service sector.
NEW JERSEY FUND. The objective of the New Jersey Fund is to provide a high level
of current income that is exempt from federal and New Jersey income taxes. The
New Jersey Fund seeks to achieve its objective by investing primarily in a
non-diversified portfolio of obligations issued by or on behalf of New Jersey,
its political subdivisions, agencies or instrumentalities the interest from
which is exempt from federal and New Jersey income taxes ("New Jersey Municipal
Securities"). Dividends representing interest income received by the New Jersey
Fund on New Jersey Municipal Securities will be exempt from federal and New
Jersey income taxes. Such dividend income may be subject to other state and
local taxes. To the extent that New Jersey Municipal Securities are at any time
unavailable or unattractive for investment by the New Jersey Fund, it will
invest temporarily in other debt securities the interest from which is exempt
from federal income tax. Under normal market conditions, as a non-fundamental
policy, the New Jersey Fund will maintain at least 65% of its total assets in
New Jersey Municipal Securities.
New Jersey is the ninth most populous state in the nation. Per capita income in
1993 was the second highest of the states and 129% of the national average. The
distribution of employment in New Jersey mirrors that of the nation. After an
extraordinary boom in the mid-1980's, New Jersey and the rest of the Northeast
fell into a recession a year before the national recession officially began.
Along with the rest of the Northeast, New Jersey climbed out of the recession
more slowly than the rest of the nation. Since 1992, the unemployment rate in
New Jersey has exceeded the national average; the unemployment rates for New
Jersey and the nation during the first quarter of 1995 were 6.9% and 5.9%,
respectively.
NEW YORK FUND. The objective of the New York Fund is to provide a high level of
current income that is exempt from federal, New York State and New York City
income taxes. The New York Fund seeks to achieve its objective by investing in a
non-diversified portfolio of obligations issued by or on behalf of New York
State, its political subdivisions, authorities and corporations, and territories
and possessions of the United States and their political subdivisions, agencies
and instrumentalities the interest from which is exempt from federal, New York
State and New York City income taxes ("New York Municipal Securities").
Dividends representing interest income received by the New York Fund on New York
Municipal Securities will be exempt from federal, New York State and New York
City income taxes. Such dividend income may be subject to other state and local
taxes. To the extent New York Municipal Securities are at any time unavailable
or unattractive for investment by the New York Fund, it will invest temporarily
in other debt securities the interest from which is exempt from federal income
tax. Under normal market conditions, as a non-fundamental policy, the New York
Fund will maintain at least 65% of its total assets in New York Municipal
Securities.
New York is the third most populous state in the nation; New York City accounts
for about 40% of the State's population. After a boom in the mid-1980's, New
York and the rest of the Northeast fell into a recession a year before the
national recession officially began. Along with the rest of the Northeast, New
York climbed out of the recession more slowly than the rest of the nation. New
York ranks fourth in the nation in personal income. In 1990, per capita personal
income was 120% of the national average. Employment distribution is similar to
that of the nation except for a higher concentration in the Finance, Insurance
and Real Estate ("FIRE") sector and a lower concentration in manufacturing.
Historically, unemployment is more cyclical than for the United States as a
whole. Since 1991, New York unemployment has exceeded the U.S. average.
19
<PAGE> 26
OHIO FUND. The objective of the Ohio Fund is to provide a high level of current
income that is exempt from federal and Ohio income taxes. The Ohio Fund seeks to
achieve its objective by investing primarily in a non-diversified portfolio of
obligations issued by or on behalf of the State of Ohio, its political
subdivisions, agencies or instrumentalities the interest from which is exempt
from federal and Ohio income taxes ("Ohio Municipal Securities"). Dividends
representing interest income received by the Ohio Fund on Ohio Municipal
Securities will be exempt from federal and Ohio income taxes. Such dividend
income may be subject to other state and local taxes. To the extent Ohio
Municipal Securities are at any time unavailable or unattractive for investment
by the Ohio Fund, it will invest temporarily in other debt securities the
interest from which is exempt from federal income tax. Under normal market
conditions, as a non-fundamental policy, the Ohio Fund will maintain at least
65% of its total assets in Ohio Municipal Securities.
Ohio dealt successfully with financial difficulties in prior years and may face
long-term problems in certain regions and the economy. The economy depends in
part upon durable goods manufacturing, primarily motor vehicles and equipment,
steel, rubber products and household appliances. As a result, economic activity
in Ohio tends to be more cyclical than some other states and the nation as a
whole. However, since 1982, the State's economy has been growing and
diversifying as employment shifts into services, trade, finance and insurance.
PENNSYLVANIA FUND. The objective of the Pennsylvania Fund is to provide a high
level of current income that is exempt from federal and Pennsylvania income
taxes. The Pennsylvania Fund seeks to achieve its objective by investing
primarily in a non-diversified portfolio of obligations issued by or on behalf
of the Commonwealth of Pennsylvania, its political subdivisions, agencies or
instrumentalities the interest from which is exempt from federal and
Pennsylvania income taxes ("Pennsylvania Municipal Securities"). Dividends
representing interest income received by the Pennsylvania Fund on Pennsylvania
Municipal Securities will be exempt from federal and Pennsylvania income taxes
and (for residents of Philadelphia) from Philadelphia School District Income Tax
and (for residents of Pittsburgh) from the intangibles tax for the City and
School District of Pittsburgh. Such dividend income may be subject to other
state and local taxes. To the extent that Pennsylvania Municipal Securities are
at any time unavailable or unattractive for investment by the Pennsylvania Fund,
it will invest temporarily in other debt securities the interest from which is
exempt from federal income tax. Under normal market conditions, as a non-
fundamental policy, the Pennsylvania Fund will maintain at least 65% of its
total assets in Pennsylvania Municipal Securities.
While Pennsylvania is among the leading states in manufacturing and mining, it
is transforming into a services and high-tech economy as evidenced by its
growing reputation as a health and education center. The recent recession
adversely affected the Commonwealth starting in 1991, but has been more moderate
than in other Mid-Atlantic and Northeastern states because its economy is less
dependent upon financial services and the defense/aerospace industries.
Competition from foreign markets, particularly in the steel industry,
contributed to the job losses in the Commonwealth's manufacturing sector;
however, the result was a restructuring in the industry which helped the
Commonwealth weather the recent recession much more successfully than in past
recessions. Projections made in early 1994 are for an economy that should be
stronger than its neighboring states for the next several years, due to the
restructuring and modernization of many of its manufacturing factories, but that
will still lag the expected growth in the South and Midwest. The replacement of
highly paid manufacturing jobs for those in the services and trade sectors will
impede income growth. Relative cost advantages which are available to businesses
in the Commonwealth compared to its neighboring states, as well as the
restructuring and modernization of manufacturing plans, should aid in boosting
the economy.
TEXAS FUND. The objective of the Texas Fund is to provide a high level of
current income that is exempt from federal income taxes. The Texas Fund seeks to
achieve its objective by investing primarily in a non-diversified portfolio of
obligations issued by or on behalf of Texas, its political subdivisions,
agencies or instrumentalities the interest from which is exempt from federal
income taxes ("Texas Municipal Securities"). Dividends representing interest
income received by the Texas Fund on Texas Municipal Securities will be exempt
from federal income taxes. Such dividend income may be subject to state and
local taxes. However, Texas currently has no income tax for individuals. To the
extent Texas Municipal Securities are at any time unavailable or unattractive
for investment
20
<PAGE> 27
by the Texas Fund, it will invest temporarily in other debt securities the
interest from which is exempt from federal income tax. Under normal market
conditions, as a non-fundamental policy, the Texas Fund will maintain at least
65% of its total assets in Texas Municipal Securities.
The State's economy is diversified and mirrors the national economy. The service
sector has been the largest source of employment growth with many high tech
firms locating in the State. On an absolute basis, Texas led the nation in terms
of new jobs added between 1994 and 1995. On a percentage of the work force
basis, the State was ranked thirteenth. Gross State Product growth has outpaced
the nation for the past five years. The diversification of the economy has
contributed to stability in the general credit quality of Texas issuers.
Although the investment manager anticipates that most of the bonds in the Texas
Fund will be revenue obligations or general obligations of local governments or
authorities, rather than general obligations of the State of Texas itself, any
circumstances that adversely affect the State's credit standing may also affect
the market value of these other bonds held by the Texas Fund, either directly or
indirectly, as a result of a dependency of local governments and other
authorities upon State aid and reimbursement programs.
SPECIAL RISK FACTORS--HIGH YIELD (HIGH RISK) BONDS. As stated above, the
Municipal Fund may invest up to 10% of its net assets in Municipal Securities
that are in the lower rating categories (securities rated below the fourth
category) or are unrated, and the Intermediate Municipal Fund and each State
Fund may invest up to 10% of its net assets without regard to the limitation
that Municipal Securities in which it invests be rated at the time of purchase
within the four highest grades by an NRSRO or of comparable quality as
determined by the Fund's investment manager. After a Fund has bought a security,
its quality level may fall below the minimum required for purchase by the Fund.
That would not require the Fund to sell the security, but the investment manager
will consider such an event in determining whether a Fund should continue to
hold the security in its portfolio.
These lower rated and non-rated fixed income securities are commonly referred to
as "junk bonds" and are considered, on balance, to be predominantly speculative
as to the issuer's capacity to pay interest and repay principal in accordance
with the terms of the obligation, and they generally involve more credit risk
than securities in the higher rating categories. The market values of such
securities tend to reflect individual issuer developments to a greater extent
than do those of higher rated securities, which react primarily to fluctuations
in the general level of interest rates. 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. A
Fund may have difficulty disposing of certain high yield securities because
there may be a thin trading market for such securities. The lack of a liquid
secondary market may have an adverse effect on market price and the Fund's
ability to dispose of particular issues and may also make it more difficult for
the Fund to obtain accurate market quotations for purposes of valuing these
assets. The characteristics of the rating categories are described in the
Statement of Additional Information under "Appendix--Ratings of Investments."
ADDITIONAL INVESTMENT INFORMATION. A Fund, other than the Intermediate Municipal
Fund, may take full advantage of the entire range of maturities of Municipal
Securities and may adjust the average maturity of its investments from time to
time, depending on the investment manager's assessment of the relative yields
available on securities of different maturities and its expectations of future
changes in interest rates. However, it is anticipated that, under normal market
conditions, each such Fund will invest primarily in long-term Municipal
Securities (generally, maturities of ten years or more), except that the
Intermediate Municipal Fund, under normal market conditions, will maintain a
dollar weighted average portfolio maturity between 3 and 10 years.
A Fund will not normally engage in the trading of securities for the purpose of
realizing short-term profits, but it will adjust its portfolio as considered
advisable in view of prevailing or anticipated market conditions and the Fund's
investment objective. Accordingly, a Fund may sell portfolio securities in
anticipation of a rise in interest rates and purchase securities in anticipation
of a decline in interest rates. In addition, a security may be sold and another
of comparable quality purchased at approximately the same time to take advantage
of what the Fund believes to be a temporary disparity in the normal yield
relationship between the two securities. Yield disparities may occur for
21
<PAGE> 28
reasons not directly related to the investment quality of particular issues or
the general movement of interest rates, such as changes in the overall demand
for or supply of various types of Municipal Securities or changes in the
investment objectives of some investors. Frequency of portfolio turnover will
not be a limiting factor should a Fund deem it desirable to purchase or sell
securities. The portfolio turnover rates for the Funds are listed under
"Financial Highlights." The difference in portfolio turnover rates between
fiscal years 1994 and 1995 for the Florida and New York Funds was primarily due
to two portfolio restructurings for each Fund in order to lengthen their
durations in response to the interest rate environment. It is anticipated that,
under normal circumstances, the portfolio turnover rate for the Michigan and New
York Funds will not exceed 100%.
The National Funds and the California Fund will not borrow money except for
temporary or emergency purposes (but not to purchase investments) and then only
in an amount not to exceed 5% for the National Funds or 10% for the California
Fund of net assets; or pledge its securities or receivables or transfer, assign
or otherwise encumber them in an amount exceeding the amount of the borrowing
secured thereby. Except for the California Fund, each State Fund will not borrow
money except for temporary purposes (but not to purchase investments) and then
only in an amount not to exceed one-third of the value of its total assets
(including the amount borrowed) in order to meet redemption requests that
otherwise might result in the untimely disposition of securities; or pledge its
securities or receivables or transfer or assign or otherwise encumber them in an
amount to exceed 10% of its net assets to secure borrowings.
Certain fundamental investment restrictions have been adopted for each Fund,
which are presented in the Statement of Additional Information and that,
together with the investment objective and policies of each Fund, cannot be
changed without approval by holders of a majority of its outstanding voting
shares. As defined in the Investment Company Act of 1940, 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.
OPTIONS AND FINANCIAL FUTURES TRANSACTIONS. A Fund may deal in options on
securities and securities indexes, which options may be listed for trading on a
national securities exchange or traded over-the-counter. A Fund may write (sell)
covered call options and secured put options on up to 25% of its net assets and
may purchase put and call options provided that no more than 5% of its net
assets may be invested in premiums on such options. The ability to engage in
options transactions enables a Fund to pursue its investment objective and also
to hedge against market risks but is not intended for speculation.
A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying security or other asset at the exercise price
during the option period. A put option gives the purchaser the right to sell,
and the writer the obligation to buy, the underlying security or other asset at
the exercise price during the option period. The writer of a covered call owns
securities or other assets that are acceptable for escrow and the writer of a
secured put invests an amount not less than the exercise price in eligible
securities or other assets to the extent that it is obligated as a writer. If a
call written by a Fund is exercised, the Fund foregoes any possible profit from
an increase in the market price of the underlying security or other asset over
the exercise price plus the premium received. In writing puts, there is a risk
that the Fund may be required to take delivery of the underlying security or
other asset at a disadvantageous price.
Over-the-counter traded options ("OTC options") differ from exchange traded
options in several respects. They are transacted directly with dealers and not
with a clearing corporation, and there is a risk of non-performance by the
dealer as a result of the insolvency of such dealer or otherwise, in which event
a Fund may experience material losses. However, in writing options the premium
is paid in advance by the dealer. OTC options are available for a greater
variety of securities or other assets, and a wider range of expiration dates and
exercise prices, than are exchange traded options.
A Fund may engage in financial futures transactions. Financial futures contracts
are commodity contracts that obligate the long or short holder to take or make
delivery of a specified quantity of a financial instrument, such as a
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<PAGE> 29
security, or the cash value of a securities index during a specified future
period at a specified price. A Fund will "cover" futures contracts sold by the
Fund and maintain in a segregated account certain liquid assets in connection
with futures contracts purchased by the Fund as described under "Investment
Policies and Techniques" in the Statement of Additional Information. A Fund will
not enter into any futures contracts or options on futures contracts if the
aggregate of the contract value of the outstanding futures contracts of the Fund
and futures contracts subject to outstanding options written by the Fund would
exceed 50% of the total assets of the Fund.
A Fund may engage in financial futures transactions and may use index options in
an attempt to hedge against the effects of fluctuations in interest rates and
other market conditions. For example, if a Fund owned long-term Municipal
Securities and interest rates were expected to rise, it could sell futures
contracts on a Municipal Securities Index. If interest rates did increase, the
value of the Municipal Securities in a Fund would decline, but this decline
would be offset in whole or in part by an increase in the value of the Fund's
futures contracts. If on the other hand, long-term interest rates were expected
to decline, a Fund could hold short-term Municipal Securities and benefit from
the income earned by holding such securities, while at the same time the Fund
could purchase futures contracts on a Municipal Securities Index. Thus, a Fund
could take advantage of the anticipated rise in the value of long-term Municipal
Securities without actually buying them. The futures contracts and short-term
Municipal Securities could then be liquidated and the cash proceeds used to buy
long-term Municipal Securities.
Futures contracts entail risks. If the investment manager's judgment about the
general direction of interest rates or markets is wrong, the overall performance
may be poorer than if no such contracts had been entered into. There may be an
imperfect correlation between movements in prices of futures contracts and
portfolio securities being hedged. In addition, the market prices of futures
contracts may be affected by certain factors. If participants in the futures
market elect to close out their contracts through offsetting transactions rather
than meet margin requirements, distortions in the normal relationship between
the debt securities and futures market could result. Price distortions could
also result if investors in futures contracts decide to make or take delivery of
underlying securities rather than engage in closing transactions because of the
resultant reduction in the liquidity of the futures market. In addition,
because, from the point of view of speculators, margin requirements in the
futures market are less onerous than margin requirements in the cash market,
increased participation by speculators in the futures market could cause
temporary price distortions. Due to the possibility of price distortions in the
futures market and because of the imperfect correlation between movements in the
prices of securities and movements in the prices of futures contracts, a correct
forecast of market trends by the investment manager may still not result in a
successful hedging transaction. If this should occur, a Fund could lose money on
the financial futures contracts and also on the value of its portfolio
securities. The costs incurred in connection with futures transactions could
reduce a Fund's yield.
Options on futures contracts and index options involve risks similar to those
risks relating to transactions in financial futures contracts described above.
Also, an option purchased by a Fund may expire worthless, in which case the Fund
would lose the premium paid therefor.
A Fund may engage in futures transactions only on commodities exchanges or
boards of trade. A Fund will not engage in transactions in index options,
financial futures contracts or related options for speculation, but only as an
attempt to hedge against changes in interest rates or market conditions
affecting the values of securities which the Fund owns or intends to purchase.
DERIVATIVES. In addition to options and financial futures transactions,
consistent with its objective, each Fund may invest in a broad array of
financial instruments and securities in which the value of the instrument or
security is "derived" from the performance of an underlying asset or a
"benchmark" such as a security index or an interest rate ("derivatives").
Derivatives are most often used to manage investment risk, to increase or
decrease exposure to an asset class or benchmark (as a hedge or to enhance
return), or to create an investment position indirectly (often because it is
more efficient or less costly than direct investment). The types of derivatives
used by each Fund and the techniques employed by the investment manager may
change over time as new derivatives and strategies are developed or regulatory
changes occur.
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<PAGE> 30
SPECIAL RISK FACTORS--OPTIONS, FUTURES AND OTHER DERIVATIVES. The Statement of
Additional Information contains further information about the characteristics,
risks and possible benefits of options, futures and other derivative
transactions. See "Investment Policies and Techniques" in the Statement of
Additional Information. The principal risks are: (a) possible imperfect
correlation between movements in the prices of options, futures or other
derivatives contracts and movements in the prices of the securities hedged, used
for cover or that the derivatives intended to replicate; (b) lack of assurance
that a liquid secondary market will exist for any particular option, futures or
other derivatives contract at any particular time; (c) the need for additional
skills and techniques beyond those required for normal portfolio management; (d)
losses on futures contracts resulting from market movements not anticipated by
the investment manager; (e) the possible need to defer closing out certain
options, futures or other derivatives contracts in order to continue to qualify
for beneficial tax treatment afforded "regulated investment companies" under the
Internal Revenue Code; and (f) the possible non-performance of the counter-party
to the derivative contract.
CERTIFICATES OF PARTICIPATION. A Fund may purchase Certificates of Participation
in trusts that hold Municipal Securities. A Certificate of Participation gives a
Fund an undivided interest in the Municipal Security in the proportion that the
Fund's interest bears to the total principal amount of the Municipal Security.
Certificates of Participation may be variable rate or fixed rate. Because
Certificates of Participation are interests in Municipal Securities that are
generally funded through government appropriations, they are subject to the risk
that sufficient appropriations as to the timely payment of principal and
interest on the underlying Municipal Securities may not be made. A Certificate
of Participation may be backed by a guarantee of a financial institution that
satisfies rating agencies as to the credit quality of the Municipal Security
supporting the payment of principal and interest on the Certificate of
Participation. Payments of principal and interest would be dependent upon the
underlying Municipal Security and may be guaranteed under a letter of credit to
the extent of such credit. The quality rating by a rating service of an issue of
Certificates of Participation is based primarily upon the rating of the
Municipal Security held by the trust and the credit rating of the issuer of any
letter of credit and of any other guarantor providing credit support to the
issue. The Funds' investment manager considers these factors as well as others,
such as any quality ratings issued by the rating services identified above, in
reviewing the credit risk presented by a Certificate of Participation and in
determining whether the Certificate of Participation is appropriate for
investment by a Fund. It is anticipated by the Funds' investment manager that,
for most publicly offered Certificates of Participation, there will be a liquid
secondary market or there may be demand features enabling a Fund to readily sell
its Certificates of Participation prior to maturity to the issuer or a third
party.
ADVANCE REFUNDED BONDS. A Fund may purchase Municipal Securities that are
subsequently refunded by the issuance and delivery of a new issue of bonds prior
to the date on which the outstanding issue of bonds can be redeemed or paid. The
proceeds from the new issue of bonds are typically placed in an escrow fund
consisting of U.S. Government obligations that are used to pay the interest,
principal and call premium on the issue being refunded. A Fund may also purchase
Municipal Securities that have been refunded prior to purchase by a Fund.
DELAYED DELIVERY TRANSACTIONS. A Fund 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 in order to secure what is
considered to be an advantageous price or yield to the Fund at the time of
entering into the transaction. The value of fixed income securities to be
delivered in the future will fluctuate as interest rates vary. Because a Fund is
required to set aside cash or liquid high grade debt securities to satisfy its
commitments to purchase when-issued or delayed delivery securities, flexibility
to manage the 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 the
Fund's investment objective and policies. The 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 the Fund would not pay for such
securities or start earning interest on them until they are delivered. However,
24
<PAGE> 31
when the 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, the 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
its holds, exceed its net assets.
TEMPORARY INVESTMENTS. On a temporary basis because of market conditions, a Fund
may invest up to 100% of its assets in any of the following fixed income
obligations, the interest on which is subject to federal income taxes:
obligations of the U.S. Government, its agencies or instrumentalities; debt
securities rated within the three highest grades by Moody's or S&P; commercial
paper rated in the highest two grades by either of those rating services (P-1,
P-2 or A-1, A-2, respectively); certificates of deposit of domestic banks with
assets of $1 billion or more; and Municipal Securities or any of the foregoing
temporary investments subject to short-term repurchase agreements. A repurchase
agreement is an instrument under which the purchaser acquires ownership of a
security from a broker-dealer or bank that agrees to repurchase the security at
a mutually agreed upon time and price (which price is higher than the purchase
price), thereby determining the yield during the holding period. Maturity of the
securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Fund might
incur expenses in enforcing its rights, and could experience losses, including a
decline in the value of the underlying securities and loss of income. No Fund
presently intends to invest more than 5% of its net assets in repurchase
agreements during the current year. Dividends from interest income from
temporary investments may be taxable to shareholders as ordinary income. See
"Dividends and Taxes." For a description of the ratings of commercial paper and
other debt securities permitted as temporary investments, see "Appendix--Ratings
of Investments" in the Statement of Additional Information.
INVESTMENT MANAGER AND UNDERWRITER
INVESTMENT MANAGER. Kemper Financial Services, Inc. ("KFS"), 120 South LaSalle
Street, Chicago, Illinois 60603, is the investment manager of the Trusts and
provides the Trusts with continuous professional investment supervision. KFS is
one of the largest investment managers in the country and has been engaged in
the management of investment funds for more than forty-five years. KFS and its
affiliates provide investment advice and manage investment portfolios for the
Kemper Funds, the Kemper insurance companies, Kemper Corporation and other
corporate, pension, profit-sharing and individual accounts representing
approximately $63 billion under management. KFS acts as investment manager for
26 open-end and seven closed-end investment companies, with 64 separate
investment portfolios, representing more than 3 million shareholder accounts.
KFS is a wholly owned subsidiary of Kemper Financial Companies, Inc., which is a
financial services holding company that is more than 99% owned by Kemper
Corporation ("Kemper"), a diversified insurance and financial services holding
company.
Kemper has entered into a definitive agreement with an investor group led by
Zurich Insurance Company ("Zurich") pursuant to which Kemper would be acquired
by the investor group in a merger transaction. As part of the transaction,
Zurich or an affiliate would purchase KFS. The Kemper and Zurich boards have
approved the transaction. In addition, because the transaction would constitute
an assignment of the Funds' investment management agreements with KFS and
potentially, Rule 12b-1 agreements under the Investment Company Act of 1940, and
therefore a termination of such agreements, KFS has received approval of new
agreements from the Funds' boards and shareholders. Remaining contingencies
include approval by the stockholders of Kemper and state insurance department
regulatory approvals. The investor group has informed Kemper that it expects the
transaction to close early in 1996.
Responsibility for overall management of each Trust rests with its Board of
Trustees and officers. Professional investment supervision is provided by KFS.
The investment management agreement for a Fund provides that KFS shall act as
the Fund's investment adviser, manage its investments and provide it with
various services and facilities.
Christopher J. Mier is the portfolio manager of the Funds. Mr. Mier has served
in this capacity since 1989 or the commencement of a Fund's operations,
whichever is later. Mr. Mier is a First Vice President of KFS and a Vice
25
<PAGE> 32
President of each Trust. He received a B.A. in Economics from the University of
Michigan, Ann Arbor, Michigan, and an M.M. in Finance from the Kellogg Graduate
School of Management at Northwestern University, Chicago, Illinois. Mr. Mier is
a Chartered Financial Analyst.
KFS has a Fixed Income Investment Committee that determines overall investment
strategy for fixed income portfolios managed by KFS. The Fixed Income Committee
is currently comprised of the following members: J. Patrick Beimford, Jr.,
Robert S. Cessine, George Klein, Michael A. McNamara, Christopher J. Mier, Frank
J. Rachwalski, Jr., Harry E. Resis, Jr., Robert H. Schumacher, John E. Silvia,
Stephen B. Timbers, Jonathan W. Trutter and Christopher T. Vincent. The
portfolio manager works together as a team with the Fixed Income Committee and
various fixed income analysts and traders to manage the Funds' investments.
Analysts provide market, economic and financial research and analysis that is
used by the Fixed Income Committee to establish broad parameters for fixed
income portfolios, including duration and cash levels. In addition, credit
research by analysts is used by portfolio managers in selecting investments
appropriate for each Fund's policies. After investment decisions are made, fixed
income traders execute the portfolio manager's instructions through various
broker-dealer firms.
The Municipal Fund pays KFS an investment management fee, payable monthly, at
the annual rate of .45% of the first $250 million of average daily net assets,
.43% of average daily net assets between $250 million and $1 billion, .41% of
average daily net assets between $1 billion and $2.5 billion, .40% of average
daily net assets between $2.5 billion and $5 billion, .38% of average daily net
assets between $5 billion and $7.5 billion, .36% of average daily net assets
between $7.5 billion and $10 billion, .34% of average daily net assets between
$10 billion and $12.5 billion and .32% of average daily net assets over $12.5
billion.
Each State Fund and the Intermediate Municipal Fund pay KFS an investment
management fee, payable monthly, at the annual rate (computed separately for
each State Fund and for the Intermediate Municipal Fund) of .55% of the first
$250 million of average daily net assets, .52% of average daily net assets
between $250 million and $1 billion, .50% of average daily net assets between $1
billion and $2.5 billion, .48% of average daily net assets between $2.5 billion
and $5 billion, .45% of average daily net assets between $5 billion and $7.5
billion, .43% of average daily net assets between $7.5 billion and $10 billion,
.41% of average daily net assets between $10 billion and $12.5 billion and .40%
of average daily net assets over $12.5 billion.
PRINCIPAL UNDERWRITER. Pursuant to an underwriting and distribution services
agreement ("distribution agreement") with each Trust, Kemper Distributors, Inc.
("KDI"), 120 South LaSalle Street, Chicago, Illinois 60603, an affiliate of KFS,
is the principal underwriter and distributor of each Trust's shares and acts as
agent of each Trust in the sale of its shares. KDI bears all its expenses of
providing services pursuant to the distribution agreement, including the payment
of any commissions. KDI provides for the preparation of advertising or sales
literature and bears the cost of printing and mailing prospectuses to persons
other than shareholders. KDI bears the cost of qualifying and maintaining the
qualification of Trust shares for sale under the securities laws of the various
states and each Trust bears the expense of registering its shares with the
Securities and Exchange Commission. KDI may enter into related selling group
agreements with various broker-dealers, including affiliates of KDI, that
provide distribution services to investors. KDI also may provide some of the
distribution services. Before February 1, 1995, KFS was the Funds' principal
underwriter and distributor.
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 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.
CLASS B SHARES. For its services under the distribution agreement, KDI receives
a fee from each Trust, payable monthly, at the annual rate of .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 "Redemption or Repurchase 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%.
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<PAGE> 33
CLASS C SHARES. For its services under the distribution agreement, KDI receives
a fee from each Trust, payable monthly, at the annual rate of .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 pays firms for
sales of Class C shares a distribution fee, payable quarterly, at an annual rate
of .75% of net assets attributable to Class C shares maintained and serviced by
the firm. A firm becomes eligible for the distribution fee based upon assets in
accounts in the month of purchase and the fee continues until terminated by KDI
or a Trust.
RULE 12B-1 PLAN. Since each distribution agreement provides for fees payable as
an expense of the Class B shares and the Class C shares that are used by KDI to
pay for distribution services for those classes, that agreement is approved and
reviewed separately for the Class B shares and the Class C shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940, which regulates the
manner in which an investment company may, directly or indirectly, bear the
expenses of distributing its shares. The table below shows amounts paid in
connection with each Fund's then existing Rule 12b-1 Plan during its 1995 fiscal
year.
<TABLE>
<CAPTION>
DISTRIBUTION FEES
PAID CONTINGENT DEFERRED
DISTRIBUTION EXPENSES BY FUND TO SALES CHARGES PAID
INCURRED BY UNDERWRITER UNDERWRITER TO UNDERWRITER
------------------------ --------------------- --------------------
FUND CLASS B CLASS C CLASS B CLASS C CLASS B
- -------------------------------- ---------- ------- ------- ------- --------------------
<S> <C> <C> <C> <C> <C>
Municipal....................... $1,104,000 49,000 182,000 7,000 62,000
Intermediate Municipal+......... $ 152,000 27,000 15,000 4,000 3,000
California...................... $ 627,000 15,000 58,000 1,000 35,000
Florida......................... $ 102,000 8,000 11,000 1,000 4,000
Michigan++...................... $ 40,000 7,000 1,000 1,000 0
New Jersey++.................... $ 96,000 4,000 3,000 1,000 1,000
New York........................ $ 291,000 16,000 19,000 1,000 18,000
Ohio............................ $ 156,000 13,000 25,000 2,000 11,000
Pennsylvania++.................. $ 44,000 4,000 2,000 1,000 1,000
Texas........................... $ 33,000 25,000 2,000 3,000 0
</TABLE>
- ---------------
+ Commenced operations November 1, 1994.
++ Commenced operations March 15, 1995.
If a Rule 12b-1 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 the Fund
will not be required to make any payments past the termination date. Thus, there
is no legal obligation for the 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 a Plan may or may not be sufficient
to reimburse KDI (or KFS as predecessor to KDI) for its expenses incurred.
ADMINISTRATIVE SERVICES. KDI provides information and administrative services
for shareholders of each Trust pursuant to the administrative services
agreements ("administrative agreements"). KDI may enter into related
arrangements with various financial services firms, such as broker-dealer firms
or banks ("firms"), that provide services and facilities for their customers or
clients who are shareholders of the Trusts. Such administrative services and
assistance may include, but are not limited to, establishing and maintaining
shareholder accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding each Trust and its special
features, and such other services as may be agreed upon from time to time and
permitted by applicable statute, rule or regulation. KDI bears all its expenses
of providing services pursuant to the administrative agreement, including the
payment of any service fees. For services under the administrative agreements,
each Trust pays KDI a fee, payable monthly, at an annual rate of up to .25% of
average daily net assets of each class of such Trust. With respect to Class A
shares, KDI then pays each firm a service fee at an annual rate of (a) up to
.10% of net assets of those accounts in the Trust that it maintains and services
attributable to Class A shares acquired prior to October 1, 1993, and (b) up to
.25% of net assets of those accounts in the Trust that it maintains and services
attributable to Class A shares acquired on or after October 1, 1993. With
respect to Class B shares and Class C shares, KDI pays each firm
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<PAGE> 34
a service fee, payable quarterly, at an annual rate of up to .25% of net assets
of those accounts in the Trust that it maintains and services attributable to
Class B shares and Class C shares, respectively. Firms to which service fees may
be paid include broker-dealers affiliated with KDI. A firm becomes eligible for
the service fee based on assets in the accounts in the month following the month
of purchase (in the month of purchase for Class C shares) and the fee continues
until terminated by KDI or a Trust. The fees are calculated monthly and paid
quarterly. KDI may advance to financial services firms the first year service
fee related to Class B shares sold by such firms at a rate of up to .25% of the
purchase price of such shares. As compensation therefor, KDI may retain the
administrative services fee paid by a Trust with respect to such shares for the
first year after purchase. Financial services firms will become eligible for
future service fees with respect to such shares commencing in the thirteenth
month following the month of purchase.
KDI also may provide some of the above services and may retain any portion of
the fee under the administrative agreements not paid to firms to compensate
itself for administrative functions performed for each Trust. Currently, the
administrative services fee payable to KDI is based only upon Trust assets in
accounts for which there is a firm listed on a Trust's records and it is
intended that KDI will pay all the administrative services fee that it receives
from each Trust to firms in the form of service fees. The effective
administrative services fee rate to be charged against all assets of each Trust
while this procedure is in effect will depend upon the proportion of Trust
assets that is in accounts for which there is a firm of record, as well as, with
respect to Class A shares, the date when the shares representing such assets
were purchased.
CUSTODIAN AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary Trust Company
("IFTC"), 127 West 10th Street, Kansas City, Missouri 64105, as custodian, and
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, as sub-custodian, have custody of all securities and cash of the Trusts.
IFTC also is the Trusts' transfer agent and dividend-paying agent. Pursuant to a
services agreement with IFTC, Kemper Service Company, an affiliate of KFS,
serves as "Shareholder Service Agent" of the Trusts and, as such, performs all
of IFTC's duties as transfer agent and dividend-paying agent. For a description
of shareholder service agent fees payable to the Shareholder Service Agent, see
"Investment Manager and Underwriter" in the Statement of Additional Information.
PORTFOLIO TRANSACTIONS. KFS places all orders for purchases and sales of each
Fund's securities. Subject to seeking best execution of orders, KFS may consider
sales of shares of a Fund and other funds managed by KFS or its affiliates as a
factor in selecting broker-dealers. See "Portfolio Transactions" in the
Statement of Additional Information.
DIVIDENDS AND TAXES
DIVIDENDS. All the net investment income of a Fund is declared daily as a
dividend on shares for which the Fund has received payment. Net investment
income of a Fund consists of all interest income earned on portfolio assets less
all expenses of the Fund. Income dividends will be distributed monthly and
dividends of net realized capital gains will be distributed annually.
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 and capital gain dividends, if any, for a Fund will be credited to
shareholder accounts in full and fractional shares of the same class of the 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
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<PAGE> 35
(2) To receive both 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 Fund dividends
invested in shares of the same class of another Kemper Fund at the net asset
value of such class of such other fund. See "Special Features--Class A
Shares--Combined Purchases" for a list of such other Kemper Funds. To use this
privilege of investing a Fund's dividends in shares of another Kemper Fund,
shareholders must maintain either a minimum account value of $1,000 in the Fund
distributing the dividends and a minimum account value of $1,000 in the Kemper
Fund in which dividends are reinvested. The Funds will reinvest dividend checks
(and future dividends) in shares of that same Fund and class if checks are
returned as undeliverable.
TAXES. Each Fund intends to continue to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code (the "Code") and, if so
qualified, will not be liable for federal income taxes to the extent its
earnings are distributed. Each Fund intends to meet the requirements of the Code
applicable to regulated investment companies distributing tax-exempt interest
dividends and, therefore, dividends representing net interest received on
Municipal Securities will not be includable by shareholders in their gross
income for federal income tax purposes, except to the extent such interest is
subject to the alternative minimum tax as discussed below. Dividends
representing taxable net investment income (such as net interest income from
temporary investments in obligations of the U.S. Government) and net short-term
capital gains, if any, are taxable to shareholders as ordinary income and
long-term capital gain dividends are taxable to shareholders as long-term
capital gains, regardless of how long the shares have been held and whether
received in cash or shares. Gains attributable to market discount on Municipal
Securities acquired after April 30, 1993 are treated as ordinary income.
Long-term capital gain dividends received by individual shareholders are taxed
at a maximum rate of 28%. Dividends declared by a Fund 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 for federal income tax purposes.
A taxable 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.
Net interest on certain "private activity bonds" issued on or after August 8,
1986 is treated as an item of tax preference and may, therefore, be subject to
both the individual and corporate alternative minimum tax. To the extent
provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from a Fund are to be treated as interest on "private
activity bonds" in proportion to the interest the Fund receives from private
activity bonds, reduced by allowable deductions. For the 1994 calendar year, 9%,
6%, 5%, 12%, 7%, 5% and 5% of the net interest income of the Municipal,
Intermediate Municipal, California, Florida, New York, Ohio and Texas Funds,
respectively, was derived from "private activity bonds."
Exempt-interest dividends, except to the extent of interest from "private
activity bonds", are not treated as a tax preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
alternative minimum taxable income with certain adjustments will be a tax
preference item. Corporate shareholders are advised to consult their tax
advisers with respect to alternative minimum tax consequences.
Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from a Fund.
Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from a Fund, and 50% of Social Security benefits.
29
<PAGE> 36
MUNICIPAL FUND. During the fiscal year ended September 30, 1995, 100% of the
income dividends paid by the Municipal Fund constituted tax-exempt dividends for
federal income tax purposes.
INTERMEDIATE MUNICIPAL FUND. During the fiscal year ended September 30, 1995,
100% of the income dividends paid by the Intermediate Municipal Fund constituted
tax-exempt dividends for federal income tax purposes.
CALIFORNIA FUND. Dividends paid by the California Fund, to the extent of
interest received on California state and local government issues, will be
exempt from California income taxes provided at least 50% of the total assets of
the California Fund are invested in such issues at the close of each quarter in
the taxable year. Any short-term and long-term capital gain dividends will be
includable in California personal taxable income as dividend income and long-
term capital gain, respectively, and are taxed at ordinary income tax rates.
During the fiscal year ended August 31, 1995, 100% of the income dividends paid
by the California Fund constituted tax-exempt dividends for federal and
California income tax purposes. Dividends paid by the California Fund, including
capital gain distributions, will be taxable to corporate shareholders subject to
the California corporate franchise tax.
FLORIDA FUND. Dividends paid by the Florida Fund, including capital gain
distributions, to individual shareholders will not be subject to the Florida
income tax since Florida does not impose a personal income tax. Dividends paid
by the Florida Fund, including capital gain distributions, will be taxable to
corporate shareholders that are subject to the Florida corporate income tax.
During the fiscal year ended August 31, 1995, 100% of the income dividends paid
by the Florida Fund constituted tax-exempt dividends for federal income tax
purposes. Additionally, Florida imposes an "intangibles tax" at the rate of
$2.00 per $1,000 of taxable value of certain securities and other intangible
assets owned by Florida residents. U.S. Government securities and Florida
Municipal Securities are exempt from this intangibles tax. The Florida Fund has
received a technical assistance advisement from the State of Florida Department
of Revenue that if, on December 31 of any year, the Florida Fund's portfolio
consists of both exempt and non-exempt assets, then only the portion of the
value of the Florida Fund's shares attributable to U.S. Government securities
will be exempt from the Florida intangibles tax payable in the following year.
Thus, in order to take full advantage of the exemption from the intangibles tax
in any year, the Florida Fund would be required to sell all non-exempt assets
held in its portfolio and reinvest the proceeds in exempt assets prior to
December 31. Transaction costs involved in restructuring the portfolio in this
fashion would likely reduce the Florida Fund's investment return and might
exceed any increased investment return the Florida Fund achieved by investing in
non-exempt assets during the year. On December 31, 1994, the Florida Fund's
portfolio consisted solely of assets exempt from the intangibles tax.
MICHIGAN FUND. Dividends paid by the Michigan Fund derived from interest income
from obligations of Michigan, its political or governmental subdivisions or
obligations of the U.S., its agencies, instrumentalities or possessions will be
exempt from the Michigan personal income tax and Michigan Single Business Tax
provided that at least 50% of the total assets of the Michigan Fund are invested
in such issues at the end of each quarter. During the fiscal year ended August
31, 1995, 100% of the income dividends paid by the Michigan Fund constituted
tax-exempt dividends for federal and Michigan income tax purposes. Any
short-term and long-term capital gain dividends will be includable in Michigan
taxable income as dividend income and long-term capital gain, respectively, and
are taxed at ordinary income tax rates. Long-term capital gain dividends paid by
the Fund will be taxable to entities subject to the Michigan Single Business
Tax. Michigan also exempts from its intangible personal property tax obligations
of Michigan, its political and governmental subdivisions and obligations of the
U.S. and its possessions, agencies and instrumentalities. To the extent that the
Fund's portfolio includes such exempt assets, the value of the Fund shares will
also be exempt. Capital gain distributions from the Fund that are reinvested in
additional shares are exempt from the intangibles taxes, whereas capital gain
distributions paid in cash are taxable.
NEW JERSEY FUND. Dividends paid by the New Jersey Fund will be exempt from New
Jersey Gross Income Tax to the extent that the dividends are derived from
interest on obligations of the State or its political subdivisions or
authorities or on obligations issued by certain other government authorities or
from capital gains from the disposition of such obligations, as long as the Fund
meets certain investment and filing requirements necessary to establish and
maintain its status as a "Qualified Investment Fund" in New Jersey. It is the
Fund's intention to satisfy
30
<PAGE> 37
these requirements and maintain Qualified Investment Fund status. Given this
status, capital gain distributions related to exempt assets and net gains
derived from the sale of shares of the Fund will not be subject to the New
Jersey Gross Income Tax. Dividends paid by the Fund derived from interest on
non-exempt assets, and capital gain distributions related to such non-exempt
assets will be subject to New Jersey Gross Income Tax. Dividends paid by the
Fund, including capital gain distributions, will be taxable to corporate
shareholders subject to the New Jersey corporation business (franchise) tax.
During the fiscal year ended August 31, 1995, 100% of the income dividends paid
by the New Jersey Fund constituted tax-exempt dividends for federal and New
Jersey income tax purposes.
NEW YORK FUND. Dividends paid by the New York Fund representing net interest
received on New York Municipal Securities will be exempt from New York State and
New York City income taxes. Any short-term and long-term capital gain dividends
will be includable in New York State and New York City taxable income as
dividend income and long-term capital gain, respectively, and are taxed at
ordinary income tax rates. During the fiscal year ended August 31, 1995, 100% of
the income dividends paid by the New York Fund constituted tax-exempt dividends
for federal, New York State and New York City income tax purposes. Dividends
paid by the New York Fund, including capital gain distributions, will be taxable
to corporate shareholders that are subject to New York State and New York City
corporate franchise tax.
OHIO FUND. Dividends paid by the Ohio Fund that are attributable to interest on,
or gain from the sale, exchange or disposition of, Ohio Municipal Securities are
not subject to the Ohio personal income tax, Ohio school district income taxes
or Ohio municipal income taxes, and are not includable in the net income base of
the Ohio corporate franchise tax. For the fiscal period ended August 31, 1995,
100% of the income dividends paid by the Ohio Fund constituted tax-exempt
dividends for federal income tax purposes.
PENNSYLVANIA FUND. Dividends paid by the Pennsylvania Fund will be exempt from
Pennsylvania income tax to the extent that the dividends are derived from
interest on obligations of Pennsylvania, any public authority, commissions,
board or other state agency, any political subdivision of the state or its
public authority, and certain obligations of the U.S. or its territories
(including Puerto Rico, Guam and the Virgin Islands). During the fiscal year
ended August 31, 1995, 100% of the income dividends paid by the Pennsylvania
Fund constituted tax-exempt dividends for federal and Pennsylvania income tax
purposes. Any dividends of net short-term and long-term capital gain earned by
the Fund are generally included in the Pennsylvania taxable income as dividend
income and long-term capital gain respectively, and are taxed at ordinary income
tax rates. Dividends paid by the Fund representing interest income on
Pennsylvania Municipal Securities are also generally exempt from the
Philadelphia School District Income Tax for residents of Philadelphia and from
the intangibles tax for the City and School District of Pittsburgh for residents
of Pittsburgh. Shareholders of the Fund who are subject to the Pennsylvania
property tax in their county of residence will be exempt from county personal
property tax to the extent that the portfolio of the Fund consists of such
exempt obligations on the annual assessment date of January 1.
TEXAS FUND. Currently, Texas does not impose any income tax on individuals,
trusts or estates. During the fiscal year ended August 31, 1995, 100% of the
income dividends paid by the Texas Fund constituted tax-exempt dividends for
federal income tax purposes. Dividends paid by the Texas Fund to corporate
shareholders subject to the Texas corporate franchise tax, will be exempt to the
extent of interest received from federal, state and local government issues.
GENERAL. The tax exemption of Fund dividends for federal income tax and, if
applicable, particular state or local tax purposes does not necessarily result
in exemption under the income or other tax laws of any other state or local
taxing authority. The laws of the several states and local taxing authorities
vary with respect to the taxation of interest income and investments, and
shareholders are advised to consult their own tax advisers as to the status of
their accounts under state and local tax laws. The Funds may not be appropriate
investments for qualified retirement plans and Individual Retirement Accounts.
The Trusts are 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.
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<PAGE> 38
After each transaction, shareholders will receive a confirmation statement
giving complete details of the transaction except that statements will be sent
quarterly for dividend reinvestment and periodic investment and redemption
programs. Information for federal income tax purposes 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. However, those who have incomplete records may obtain historical
account transaction information at a reasonable fee.
NET ASSET VALUE
The net asset value per share of a Fund is determined separately for each class
by dividing the value of the Fund's net assets attributable to that class by the
number of shares of that class outstanding. The per share net asset value of the
Class B and Class C shares of a Fund will generally be lower than that of the
Class A shares of the Fund because of the higher expenses borne by the Class B
and Class C shares. The declaration of daily dividends of net investment income
by the Funds, however, will tend to minimize any such differences. Fixed income
securities are valued by using market quotations, or independent pricing
services that use prices provided by market makers or estimates of market values
obtained from yield data relating to instruments or securities with similar
characteristics. Exchange traded options are valued at the last sale price
unless there is no sale price, in which event current prices provided by market
makers are used. Over-the-counter traded options are valued based upon current
prices provided by market makers. Financial futures and options thereon are
valued at the settlement price established each day by the board of trade or
exchange on which they are traded. Other securities and assets are valued at
fair value as determined in good faith by the Board of Trustees. If an event
were to occur, after the value of a security was so established but before the
net asset value per share was determined, which was likely to materially change
the net asset value, then that security would be valued using fair value
considerations by the Board of Trustees or its delegates. On each day the New
York Stock Exchange (the "Exchange") is open for trading, the net asset value is
determined as of the earlier of 3:00 p.m. Chicago time or the close of the
Exchange.
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 or a contingent deferred sales charge
but are subject to higher ongoing expenses than Class A shares and do not
convert into another class. When placing purchase orders, investors must specify
whether the order is for Class A, Class B or Class C 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. See,
also, "Summary of Expenses." 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 None Initial sales charge waived
of 4.5% (2.75% Intermediate or reduced for certain
Municipal Fund only) of the purchases
public offering price
Class B Maximum contingent deferred 0.75% Shares convert to Class A
sales charge of 4% of shares six years after
redemption proceeds; issuance
declines to zero after six
years
Class C None 0.75% No conversion feature
</TABLE>
32
<PAGE> 39
The minimum initial investment for each Fund is $1,000 and the minimum
subsequent investment is $100. 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. The Trusts allocate net investment
income for each Fund to those shares for which the Trust has received payment.
To begin accruing dividends as soon as possible, purchasers may wire payment to
the Trust's sub-custodian, State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110.
Share certificates will not be issued unless requested in writing. 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).
INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES. The public offering price of
Class A shares for purchasers choosing the initial sales charge alternative is
the net asset value plus a sales charge, as set forth below.
<TABLE>
<CAPTION>
SALES CHARGE
--------------------------------------------------------
ALLOWED TO
DEALERS AS
AS A PERCENTAGE AS A PERCENTAGE A PERCENTAGE OF
AMOUNT OF PURCHASE OF OFFERING PRICE OF NET ASSET VALUE* OFFERING PRICE
------------------ ----------------- ------------------- ---------------
<S> <C> <C> <C>
ALL FUNDS EXCEPT INTERMEDIATE MUNICIPAL FUND
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** ***
INTERMEDIATE MUNICIPAL FUND ONLY
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.
*** Commissions payable by KDI as discussed below.
The Trusts receive the entire net asset value of all Class A shares sold. KDI,
the Trusts' 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 to the extent that
the amount invested represents the net proceeds from a redemption of shares of a
mutual fund for which KFS does not serve as investment manager ("non-Kemper
fund") provided that: (a) the investor has previously paid either an initial
sales charge in connection with the purchase of the non-Kemper fund shares
redeemed or a contingent deferred sales charge in connection with the redemption
of the non-Kemper fund shares, and (b) the purchase of Fund shares is made
within 90 days after the date of such redemption. To make such a purchase at net
asset value, the investor or the investor's dealer must, at the time of
purchase, submit a request that the purchase be processed at net asset value
pursuant to this privilege. The redemption of the shares of the non-Kemper fund
is, for federal income tax purposes, a sale upon which a gain or loss may be
realized.
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<PAGE> 40
Class A shares of a Fund may be purchased at net asset value by 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" (the "Large Order NAV Purchase Privilege"). The Large
Order NAV Purchase Privilege for certain Kemper Mutual Funds other than the
Funds also applies to purchases by certain participant-directed retirement plans
as described in the prospectuses for those Kemper Mutual Funds. Redemption
within one year of shares purchased under the Large Order NAV Purchase Privilege
may be subject to a contingent deferred sales charge. See "Redemption or
Repurchase 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 each Fund at net
asset value in accordance with the Large Order NAV Purchase Privilege up to the
following amounts: .70% of the net asset value of shares sold on amounts up to
$3 million, .50% on the next $2 million and .25% on amounts over $5 million. For
purposes of determining the appropriate commission percentage to be applied to a
particular sale under the foregoing schedule, 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. 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 is also
applicable.
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
each Trust, 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 Trusts, for themselves or their spouses or dependent children; (c)
shareholders who owned shares of Kemper-Dreman Fund, Inc. ("KDF") on September
8, 1995, and have continuously owned shares of KDF (or a Kemper Fund acquired by
exchange of KDF 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 each Fund
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 shares may purchase Fund
Class A 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 Everen
Securities, Inc. In addition, unitholders of unit investment trusts sponsored by
Everen Securities, Inc. or its predecessors may purchase Fund 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 that adhere to certain
standards established by KDI, including a requirement that such shares be sold
for the benefit of their clients participating in a "wrap account" or similar
program under which such clients pay a fee to the investment adviser or other
firm. Such shares are sold for investment purposes and on the condition that
they will not be resold except through redemption or repurchase by the Trusts.
The Trusts 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 gains dividends.
Effective on a date discussed below, Class A shares of a Fund 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-transferrable and continues for the lifetime of individual class
members and for a ten year period for non-individual class members. This
privilege is subject to final approval by the court in the aforementioned
proceeding and will become effective on a
34
<PAGE> 41
date as described in appropriate court documents, now estimated to be February
1, 1996. 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 .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.
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 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 "Redemption or Repurchase 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 Manager 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. Class B shareholders who originally acquired their shares as Initial
Shares of Kemper Portfolios, formerly known as Kemper Investment Portfolios
("KIP"), hold them subject to the same conversion period schedule as that of
their KIP Portfolio. Class B shares representing Initial Shares of a former KIP
Portfolio will automatically convert to Class A shares of the applicable Fund
six years after issuance of the Initial Shares for shares issued on or after
February 1, 1991 and seven years after issuance of the Initial Shares for shares
issued before February 1, 1991. 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 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 or contingent deferred
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. KDI pays firms for sales of Class C
shares a distribution fee, payable quarterly, at an annual rate of .75 of 1% 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."
35
<PAGE> 42
WHICH ARRANGEMENT IS BETTER FOR YOU? The decision as to which class of shares
provides a more suitable investment for an investor depends on a number of
factors, including the amount and intended length of the investment. Investors
making investments that qualify for reduced sales charges might consider Class A
shares. Investors who prefer not to pay an initial sales charge and who plan to
hold their investment for more than six years might consider Class B shares.
Investors who prefer not to pay an initial sales charge but who plan to redeem
their shares within six years might consider Class C shares. Orders for Class B
shares or Class C shares for $500,000 or more will be declined. For more
information about the three sales arrangements, consult your financial
representative or the Funds' Shareholder Service Agent. Financial services firms
may receive different compensation depending upon which class of shares they
sell.
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. Management does not believe that termination of a
relationship with a bank would result in any material adverse consequences to a
Fund.
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 or other compensation, to firms that sell shares
of a Fund. Non-cash compensation includes luxury merchandise and trips to luxury
resorts. In some instances, such discounts, commissions or other incentives will
be offered only to certain firms who sell or are expected to sell during
specified time periods certain minimum amounts of shares of a Fund, 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 such Fund next determined after receipt by KFS 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 of such Fund effective on that
day. The Trusts 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" in the Statement of Additional
Information.
Investment dealers and other firms provide varying arrangements for their
clients to purchase and redeem Fund 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 clients for such
services, which charges would reduce the clients' return. Firms also may hold
Fund shares in nominee or street name as agent for and on behalf of their
customers. In such instances, the Trusts' transfer agent will have no
information with respect to or control over 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 Trusts 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 Trusts through
the Shareholder Service Agent for these services. This prospectus should be read
in connection with such firms' material regarding their fees and services.
36
<PAGE> 43
The Trusts reserve the right to withdraw all or any part of the offering made by
this prospectus and to reject purchase orders. Also, from time to time, the
Trusts may temporarily suspend the offering of any class of the shares of a Fund
to new investors. During the period of such suspension, persons who are already
shareholders of such class of such Fund normally are permitted to continue to
purchase additional shares of such class and to have dividends reinvested.
Shareholders should direct their inquiries to Kemper Service Company, 811 Main
Street, Kansas City, Missouri 64105-2005 or to the firm from which they received
this prospectus.
REDEMPTION OR REPURCHASE OF SHARES
GENERAL. Any shareholder may require a Trust to redeem his or her shares. When
shares are held for the account of a shareholder by the Trusts' 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 requested
accompanied by any outstanding share certificates in proper form for transfer.
When a Trust is asked to redeem shares for which it may not have yet received
good payment, 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 15 days from receipt by a Trust of the purchase
amount. The redemption within one year of Class A shares purchased at net asset
value under the Large Order NAV Purchase Privilege may be subject to a 1%
contingent deferred sales charge (see "Purchase of Shares") and the redemption
of Class B shares may be subject to a contingent deferred sales charge (see
"Contingent Deferred Sales Charge--Class B Shares" below).
Because of the high cost of maintaining small accounts, the Trusts reserve the
right to redeem an account (and, in the case of Class B shares, impose any
applicable contingent deferred sales charge) in any Fund that falls below the
minimum investment level, currently $1,000, as a result of redemptions. A
shareholder will be notified in writing and will be allowed 60 days to make
additional purchases to bring the account value up to the minimum investment
level before a Trust redeems the shareholder account. The investment required to
reach that level may be made at net asset value (without any initial sales
charge in the case of Class A shares).
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 Trust 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 the Trust 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
37
<PAGE> 44
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 in the case of Class B
shares) 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 and
guardian account holders (excluding custodial accounts for gifts and transfers
to minors), provided the trustee, executor or guardian is named in the account
registration. Other institutional account holders and guardian account holders
of custodial accounts for gifts and transfers to minors 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 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 15 days. This privilege of expedited redemption of 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 Trusts 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 a Trust 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 the 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 the 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 the Fund for up to
seven days if KFS 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 Trusts are not responsible for
the efficiency of the federal wire system or the account holder's financial
services firm or bank. The Trusts 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 the 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 15
days. Account holders may not use this privilege to redeem shares held in
certificated form. During periods when it is difficult to contact the
38
<PAGE> 45
Shareholder Service Agent by telephone, it may be difficult to use the expedited
redemption privilege. The Trusts 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 of 1% may be imposed upon redemption of Class A
shares that are purchased under the Large Order NAV Purchase Privilege 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 in the event of: (a)
redemption of shares of a shareholder (including a registered joint owner) who
has died; (b) 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); and (c) redemptions under a Fund's Systematic Withdrawal Plan
at a maximum of 10% per year of the net asset value of the account.
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.
<TABLE>
<CAPTION>
CONTINGENT
DEFERRED
SALES
YEAR OF REDEMPTION AFTER PURCHASE CHARGE
------------------------------------------------------------------------ ----------
<S> <C>
First................................................................... 4%
Second.................................................................. 3%
Third................................................................... 3%
Fourth.................................................................. 2%
Fifth................................................................... 2%
Sixth................................................................... 1%
</TABLE>
Class B shareholders who originally acquired their shares as Initial Shares of
Kemper Portfolios, formerly known as Kemper Investment Portfolios ("KIP"), hold
them subject to the same CDSC schedule that applied when those shares were
purchased, as follows:
<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES CHARGE
-------------------------------------------------------------------------------------
SHARES PURCHASED ON OR AFTER
SHARES PURCHASED ON OR AFTER FEBRUARY 1, 1991 AND BEFORE SHARES PURCHASED BEFORE
YEAR OF REDEMPTION AFTER PURCHASE MARCH 1, 1993 MARCH 1, 1993 FEBRUARY 1, 1991
- --------------------------------- ---------------------------- ---------------------------- -----------------------
<S> <C> <C> <C>
First............................ 4% 3% 5%
Second........................... 3% 3% 4%
Third............................ 3% 2% 3%
Fourth........................... 2% 2% 2%
Fifth............................ 2% 1% 2%
Sixth............................ 1% 1% 1%
</TABLE>
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.
39
<PAGE> 46
The rate of the contingent deferred sales charge under the schedule above 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 June, 1994 will be eligible for the 3% charge if redeemed on
or after June 1, 1995. In the event no specific order is requested, the
redemption will be made first from Class B shares representing reinvested
dividends and then from the earliest purchase of Class B shares. KDI receives
any contingent deferred sales charge directly.
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) and (c) for
redemptions made pursuant to a systematic withdrawal plan (see "Special
Features--Systematic Withdrawal Plan" below).
REINVESTMENT PRIVILEGE. A shareholder who has redeemed Class A shares of the
Trusts or any other Kemper Mutual Fund listed under "Special Features--Class A
Shares--Combined Purchases" may reinvest up to the full amount redeemed at net
asset value at the time of the reinvestment in Class A shares of the Trusts or
of the other listed Kemper Mutual Funds. A shareholder of a Fund or any other
Kemper Mutual Fund who redeems Class A shares purchased under the Large Order
NAV Purchase Privilege (see "Purchase of Shares") or Class B 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 or Class B
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 the Trusts 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 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 Fund's 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. Class A shares of any Fund 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 funds: Kemper Technology
Fund, Kemper Total Return Fund, Kemper Growth Fund, Kemper Small Capitalization
Equity Fund, Kemper Income and Capital Preservation Fund, Kemper Municipal Bond
Fund, Kemper Diversified Income Fund, Kemper High Yield Fund, Kemper U.S.
Government Securities Fund, Kemper International Fund, Kemper State Tax-Free
Income Series, Kemper Adjustable Rate U.S. Government Fund, Kemper Blue Chip
Fund, Kemper Global Income Fund, Kemper Target Equity Fund (series are subject
to a limited offering period), Kemper Intermediate Municipal Bond Fund, Kemper
Cash Reserves Fund, Kemper U.S. Mortgage Fund, Kemper Short-Intermediate
Government Fund, Kemper-Dreman Fund, Inc. and Kemper Value+Growth Fund ("Kemper
Mutual Funds"). Except as noted below, there is no combined purchase credit for
direct purchases of shares of Kemper Money Market Fund, Cash Equivalent Fund,
Tax-Exempt California Money Market Fund, Cash Account Trust, Tax-Exempt New York
Money Market 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
40
<PAGE> 47
KFS 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 sub-account 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 KDI may have special
provisions regarding payment of any increased sales charge resulting from a
failure to satisfy 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 any Fund may also be
purchased at the rate applicable to the discount bracket attained by adding to
the cost of a Fund's shares being purchased the value of all Class A shares of
the 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.
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 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, Tax-Exempt New York Money
Market Fund and Investors Cash Trust are available on exchange but only through
a financial services firm having a services agreement with KDI. 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 Tax-Exempt New York Money Market Fund is available
for sale only in New York, Connecticut, New Jersey and Pennsylvania.
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.
41
<PAGE> 48
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 value. Class B
shares may be exchanged without a 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 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 value.
GENERAL. Shares purchased by check or through EXPRESS-Transfer or Bank Direct
Deposit may not be exchanged until they have been owned for at least 15 days. In
addition, shares of a Kemper Mutual Fund (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 total value of shares being exchanged must at least equal the minimum
investment requirement of the 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 will 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 Kemper Mutual Funds, 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 or in writing, subject to the
limitations on liability under "Redemption or Repurchase 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.
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 Kemper
Fund. Exchanges are subject to the terms and conditions described above under
"Exchange Privilege," including the $1,000 minimum investment requirement for
the Kemper Fund acquired on exchange. 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 $2,500) from a
shareholder's bank, savings and loan, or credit union account to purchase shares
in a Fund. Shareholders can also redeem shares (minimum $500 and maximum $2,500)
from their Fund account and transfer the proceeds to their bank, savings and
loan, or credit union checking account. 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 "Redemption
or Repurchase of Shares--General." Once enrolled in EXPRESS-Transfer, a
shareholder can initiate a transaction by calling Kemper 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 Kemper Service Company, 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.
42
<PAGE> 49
BANK DIRECT DEPOSIT. A shareholder may purchase additional Fund shares through
an automatic investment program. With the Bank Direct Deposit Purchase Plan,
monthly investments are made automatically 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 the Trust 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 Kemper
Service Company, 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 Trust may immediately terminate a
shareholder's Plan in the event that any item is unpaid by the shareholder's
financial institution. A Trust 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 Trust is not responsible for the efficiency of the
employer or government agency making the payment or any financial institution
transmitting payment.
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 to be paid to the owner or a designated
payee monthly, quarterly, semiannually or annually. The minimum periodic payment
is $100. The maximum annual rate at which Class B shares may be redeemed 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, the Trusts will not knowingly permit 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 B 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 Trusts.
PERFORMANCE
A Fund may advertise several types of performance information for a class of
shares, including "yield," "tax equivalent yield," "average annual total return"
and "total return." Performance information will be computed separately for
Class A, Class B and Class C shares. 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 KFS
may also advertise performance information before and after the effect of the
fee waiver or expense absorption.
A Fund's yield is a measure of the net investment income per share earned by the
Fund over a specific one month or 30-day period expressed as a percentage of the
maximum offering price of the Fund's shares at the end of the period. Yield is
an annualized figure, which means that it is assumed that the Fund generates the
same level of net
43
<PAGE> 50
investment income over a one year period. Net investment income is assumed to be
compounded semiannually when it is annualized.
Tax equivalent yield is that which a taxable investment must generate in order
to equal a Fund's yield for an investor at a stated combined federal and, if
applicable, state and local tax rate (normally assumed to be the maximum tax
rate). Tax equivalent yield is based upon, and will be higher than, the portion
of a Fund's yield that is tax-exempt.
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 for the
period in question, 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). 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 performance may be compared to that of the Consumer Price Index or
various unmanaged bond indexes such as the Lehman Brothers Municipal Bond Index
and the Salomon Brothers High Grade Bond Index, and may also be compared to the
performance of other fixed income, state municipal bond funds (as applicable) or
general municipal bond mutual funds or mutual fund indexes 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, 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,
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.
A Fund may depict the historical performance of the securities in which the 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 the Fund.
A Fund may include in its sales literature and shareholder reports a quotation
of the current "distribution rate" for a class of 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 the
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. As reflected under "Investment Objectives and
Policies--Additional Investment Information," option writing can limit the
potential for capital appreciation.
A Fund's Class A shares are sold at net asset value per share of such Fund plus
a maximum sales charge of 4.5% (2.75% for the Intermediate Municipal Fund) of
the offering price. While the maximum sales charge is normally
44
<PAGE> 51
reflected in a Fund's Class A performance figures, certain total return
calculations may not include such charge and those results would be reduced if
it were included. Class B shares and Class C shares are sold at net asset value.
Redemptions of Class B shares within the first six years after purchase may be
subject to a contingent deferred sales charge that ranges from 4% during the
first year to 0% after six years. Yield figures for Class B shares do not
include the effect of any contingent deferred sales charge. 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 that may be imposed at
the end of the period in question. Performance figures for the Class B shares
not including the effect of the applicable contingent deferred sales charge
would be reduced if it were included.
A Fund's returns and net asset value will fluctuate. Shares of a Fund are
redeemable by an investor at the then current net asset value per share for such
Fund, which may be more or less than original cost. Redemption of Class B shares
may be subject to a contingent deferred sales charge as described above.
Additional information concerning each Fund's performance appears in the
Statement of Additional Information. Additional information about a Fund's
performance also appears in its 1995 Annual Report to Shareholders, which is
available without charge from the applicable Trust.
CAPITAL STRUCTURE
The National Trust was organized under the name "Kemper Municipal Bond Fund" as
a business trust under the laws of Massachusetts on October 24, 1985 with a
single investment portfolio. Effective January 31, 1986 the Municipal Trust,
pursuant to a reorganization, succeeded to the assets and liabilities of Kemper
Municipal Bond Fund, Inc., a Maryland corporation organized in 1977 as a
successor to Kemper Municipal Bond Fund, Ltd., a Nebraska limited partnership
organized in April 1976. Effective November 1, 1994, the Trust changed its name
to "Kemper National Tax-Free Income Series."
The State Trust was organized under the name "Kemper California Tax-Free Income
Fund" as a business trust under the laws of Massachusetts on October 24, 1985
with a single investment portfolio. Effective January 31, 1986, the Trust
pursuant to a reorganization succeeded to the assets and liabilities of Kemper
California Tax-Free Income Fund, Inc., a Maryland corporation organized in 1983.
On July 27, 1990, the Trust changed its name to "Kemper State Tax-Free Income
Series" and changed the name of its initial portfolio to "Kemper California
Tax-Free Income Fund." The predecessor to the New York Fund, also named "Kemper
New York Tax-Free Income Fund," was organized as a business trust under the laws
of Massachusetts on August 9, 1985. Prior to May 28, 1988, that investment
company was known as "Tax-Free Income Portfolios" and it offered two series of
shares, the National Portfolio and the New York Portfolio. Pursuant to a
reorganization on May 27, 1988, the National Portfolio was terminated and the
New York Portfolio continued as the sole remaining series of Kemper New York
Tax-Free Income Fund, which was reorganized into the New York Fund as a series
of the State Trust on July 27, 1990.
Each Trust may issue an unlimited number of shares of beneficial interest in one
or more series or "Funds," all having no par value, which may be divided by the
Board of Trustees into classes of shares. Currently, the National Trust has two
Funds that offer four classes of shares and the State Trust has eight Funds that
offer three classes of shares. These are Class A, Class B and Class C shares, as
well as (for the National Trust only) Class I shares, which are available for
purchase exclusively by the following investors: (a) tax-exempt retirement plans
of KFS and its affiliates; and (b) the following investment advisory clients of
KFS and its investment advisory affiliates that invest at least $1 million in
the National Funds: (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. The
Board of Trustees of either Trust may authorize the issuance of additional
classes and additional Funds if deemed desirable, each with its own investment
objective, policies and restrictions. Since the Trusts may offer multiple Funds,
each is known as a "series company." Shares of each Fund of a Trust have equal
noncumulative voting rights except that Class B and Class C shares have separate
and exclusive voting rights with respect to each Fund's Rule 12b-1 Plan. Shares
of each class also have equal rights with respect to dividends, assets and
liquidation of such Fund subject to any preferences (such as resulting from
different Rule 12b-1 distribution fees), rights or privileges of any classes of
45
<PAGE> 52
shares of a Fund. Shares of each Trust 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. Shareholders will vote by Fund and not in the aggregate or by class
except when voting in the aggregate is required under the Investment Company Act
of 1940, such as for the election of trustees, or when voting by class is
appropriate.
46
<PAGE> 53
[KEMPER MUTUAL FUNDS LOGO]
INVESTMENT MANAGER
Kemper Financial Services, Inc.
PRINCIPAL UNDERWRITER
---------------------
Kemper Distributors, Inc.
120 South LaSalle Street
Chicago, Illinois 60603
1-800-621-1048
KTFIF-1S 11/95 [RECYCLE LOGO] printed on recycled paper
Kemper
Tax-Free
Income
Funds
PROSPECTUS
November 10, 1995
KEMPER MUNICIPAL
BOND FUND
KEMPER INTERMEDIATE
MUNICIPAL BOND FUND
KEMPER CALIFORNIA
TAX-FREE INCOME FUND
KEMPER FLORIDA
TAX-FREE INCOME FUND
KEMPER MICHIGAN
TAX-FREE INCOME FUND
KEMPER NEW JERSEY
TAX-FREE INCOME FUND
KEMPER NEW YORK
TAX-FREE INCOME FUND
KEMPER OHIO
TAX-FREE INCOME FUND
KEMPER PENNSYLVANIA
TAX-FREE INCOME FUND
KEMPER TEXAS
TAX-FREE INCOME FUND
[KEMPER MUTUAL FUNDS LOGO]
<PAGE> 54
KEMPER NATIONAL TAX-FREE INCOME SERIES
CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART B
OF FORM N-1A AND STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
ITEM NUMBER LOCATION IN STATEMENT OF
OF FORM N-1A ADDITIONAL INFORMATION
------------ ------------------------
<S> <C> <C>
10. Cover Page............................... Cover Page
11. Table of Contents........................ Table of Contents
12. General Information and History.......... Inapplicable
13. Investment Objectives and Policies....... Investments; Investment Policies and
Techniques; Investment Restrictions;
Appendix--Ratings of Investments
14. Management of the Fund................... Investment Manager and Underwriter;
Officers and Trustees
15. Control Persons and Principal Holders of
Securities............................... Officers and Trustees
16. Investment Advisory and Other Services... Investment Manager and Underwriter;
Officers and Trustees
17. Brokerage Allocation and Other
Practices................................ Portfolio Transactions
18. Capital Stock and Other Securities....... Shareholder Rights
19. Purchase, Redemption and Pricing of
Securities Being Offered................. Purchase and Redemption of Shares
20. Tax Status............................... Dividends and Taxes
21. Underwriters............................. Investment Manager and Underwriter
22. Calculation of Performance Data.......... Performance
23. Financial Statements..................... Financial Statements; Report of Independent
</TABLE>
<PAGE> 55
KEMPER TAX-FREE INCOME FUNDS
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 10, 1995
KEMPER NATIONAL TAX-FREE INCOME SERIES ("NATIONAL TRUST"):
KEMPER MUNICIPAL BOND FUND ("MUNICIPAL FUND")
KEMPER INTERMEDIATE MUNICIPAL BOND FUND ("INTERMEDIATE MUNICIPAL FUND")
KEMPER STATE TAX-FREE INCOME SERIES ("STATE TRUST"):
KEMPER CALIFORNIA TAX-FREE INCOME FUND ("CALIFORNIA FUND")
KEMPER FLORIDA TAX-FREE INCOME FUND ("FLORIDA FUND")
KEMPER MICHIGAN TAX-FREE INCOME FUND ("MICHIGAN FUND")
KEMPER NEW JERSEY TAX-FREE INCOME FUND ("NEW JERSEY FUND")
KEMPER NEW YORK TAX-FREE INCOME FUND ("NEW YORK FUND")
KEMPER OHIO TAX-FREE INCOME FUND ("OHIO FUND")
KEMPER PENNSYLVANIA TAX-FREE INCOME FUND ("PENNSYLVANIA FUND")
KEMPER TEXAS TAX-FREE INCOME FUND ("TEXAS FUND")
120 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60603
1-800-621-1048
Kemper Tax-Free Income Funds are two open-end management investment companies
("Trusts"); the National Trust and the State Trust that together offer a choice
of ten investment portfolios ("Funds").
This Statement of Additional Information is not a prospectus. It is the combined
Statement of Additional Information for the Trusts. It should be read in
conjunction with the combined prospectus of the Trusts dated November 10, 1995.
The prospectus may be obtained without charge from the Trusts.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Investments......................................................... B-1
Investment Policies and Techniques.................................. B-9
Investment Restrictions............................................. B-13
Dividends and Taxes................................................. B-16
Performance......................................................... B-17
Investment Manager and Underwriter.................................. B-41
Portfolio Transactions.............................................. B-47
Purchase and Redemption of Shares................................... B-48
Officers and Trustees............................................... B-49
Shareholder Rights.................................................. B-51
Appendix--Ratings of Investments.................................... B-53
</TABLE>
The financial statements appearing in the Trusts' 1995 Annual Reports to
Shareholders are incorporated herein by reference. The financial statements for
the Fund for which this Statement of Additional Information is requested
accompanies this document.
KTFIF-13 11/95 (LOGO)printed on recycled paper
<PAGE> 56
INVESTMENTS
MUNICIPAL SECURITIES. The yields on Municipal Securities are dependent on a
variety of factors, including general money market conditions, general
conditions of the Municipal Securities market, size of a particular offering,
the maturity of the obligation and rating of the issue. The ratings of Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation ("S&P"),
Fitch Investors Services, Inc. ("Fitch") and Duff & Phelps Credit Rating Co.
("Duff") represent their opinions as to the quality of the Municipal Securities
which they undertake to rate. It should be emphasized, however, that ratings are
relative and subjective and are not absolute standards of quality. Consequently,
Municipal Securities with the same maturity, coupon and rating may have
different yields while Municipal Securities of the same maturity and coupon with
different ratings may have the same yield.
The Funds may invest in tax-exempt leases. A tax-exempt lease is an obligation,
often a lease purchase or installment contract, pursuant to which a governmental
user of a capital asset, such as an item of equipment, agrees to make payments
of the purchase price plus interest over a period of years, normally with the
right to purchase the asset at the termination of the lease for a nominal
amount. Tax-exempt leases normally have a term of only two to seven years, a
relatively short period of time, and often have a higher interest rate than
tax-exempt investments of a comparable term. Currently, it is anticipated that
not more than 5% of the net assets of a Fund will be invested in tax-exempt
leases during the coming year.
Provisions of the federal bankruptcy statutes relating to the adjustment of
debts of political subdivisions and authorities of states of the United States
provide that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material and adverse
modification or alteration of the rights of holders of obligations issued by
such subdivisions or authorities.
The National Funds do not intend to invest more than 25% of their total assets
in any one state.
Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states, and legislation has been introduced to effect changes in public school
finances in some states. In other instances there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law which litigation could ultimately
affect the validity of those Municipal Securities or the tax-free nature of the
interest thereon.
SPECIAL RISK FACTORS. The following information as to certain risk factors is
given to investors because each State Fund concentrates its investments in
Municipal Securities (as defined in the prospectus) of a particular state. Such
information constitutes only a summary, does not purport to be a complete
description and is based upon information from official statements relating to
securities offerings of state issuers. Investors should remember that rating
agencies do change ratings periodically so that ratings mentioned here may have
changed.
CALIFORNIA FUND. In recent years, California voters have approved a number of
changes to the State constitution that have limited the ability of State and
local issuers to raise revenues and adjust appropriations.
In 1978, California voters approved Proposition 13 which added Article XIII A to
the California Constitution. Article XIII A changed the definition of assessed
property value and placed restrictions on a taxing entity's ability to increase
real property taxes. In 1979, voters also approved Proposition 4, the so-called
Gann Initiative, which added Article XIII B to the California Constitution. The
purpose of Article XIII B was to limit the annual appropriations of the State
and any local government unit to the level of appropriations for the prior year,
as adjusted for changes in cost of living, population and services required.
Article XIII B also specified that debt service obligations incurred prior to
January 1, 1979 were excluded from the appropriations limits.
In the general elections of 1986, 1988, and 1990, California voters approved
various measures that amended Article XIII A and XIII B. Propositions 58 and 60
clarified the definitions of "purchased property" and "change of ownership"
found in Article XIII A. Proposition 98, in addition to guaranteeing a percent
of State funding for public
B-1
<PAGE> 57
schools, modified Article XIII B to permit excess State revenues to be
transferred to public schools and community colleges rather than returned to
taxpayers. Finally, Proposition 111 amended Article XIII B to ease restrictions
on certain expenditure categories in calculating the annual appropriation
ceiling.
Future voter initiatives, if proposed and adopted, could further modify Articles
XIII A and XIII B and place increased pressures on the State and local entities'
ability to raise revenue and adjust appropriations.
The State of California has underperformed the national economy since 1990.
Defense realignment programs and a severely depressed construction industry
resulted in substantial job loss in most employment sectors. The financial
impact on the State was dramatic. Negative operating results in fiscal years
1990 through 1992 produced an accumulated general fund deficit of $2.8 billion.
Budgetary actions taken in fiscal year 1994 and 1995 substantially reduced the
accumulated deficit. The recently adopted 1996 fiscal year budget forecasts a
surplus to be achieved by June 30, 1996. This forecast relies on a continuation
of the current economic recovery.
California continues to show signs of an economic recovery according to the UCLA
Business Forecasting Project. Their report notes that the California economy is
now generating new jobs at a faster rate than the nation and predicts this
pattern to continue through 1997. At the current pace, California will have
regained nearly all the jobs lost during the recent recession.
California's recent recession prompted a number of reductions in the State's
general obligation bond rating. Between February 1992 and August 1994, Moody's
lowered the State's bond rating from Aaa to A1. During a similar period, S&P
reduced the State's general obligation bond rating from AAA to A. As of October
6, 1995, Fitch Investor Services assigned an "A" rating to the State's general
obligation bonds.
Recent State budgets have included large cuts in local government transfer
payments. These reductions may cause deterioration in local issuer financial
performance and result in a reduced bond rating for certain local government
issuers.
On December 6, 1994, Orange County, California filed for bankruptcy protection
under Chapter 9 of the United States Bankruptcy Code. The California legislature
has enacted legislation designed to assist Orange County in the resolution of
the bankruptcy, however, a Plan of Adjustment has not yet been filed by the
County. The financial impact of the bankruptcy on Orange County, the adequacy of
the assets of Orange County available to satisfy claims and the ability of
Orange County to confirm and implement a Plan of Adjustment are still uncertain.
Although the Orange County bankruptcy has affected the California municipal
market by increased cost of financing for certain California issuers, the
California municipal market, in general, has continued to function with adequate
liquidity.
FLORIDA FUND. In 1992, Florida voters approved a constitutional amendment
referred to as "Save Our Homes." This amendment limits ad valorem taxes on
homestead properties and restricts the ability of taxing entities to increase
real property taxes. While property taxes levied for payment of debt service are
not restricted by the limitation, the overall creditworthiness of the
governmental entity may be adversely affected. Taxing entities consisting
primarily of residential areas, particularly school districts, and those
entities close to their tax rate limitations are most likely to be adversely
affected.
Under current law, the State of Florida is required to maintain a balanced
budget such that current expenses are met from current revenues. Although
Florida does not currently impose an individual income tax, it does impose a
corporate income tax that is allocable to the State, in addition to an ad
valorem tax on intangible personal property and sales and use taxes. These taxes
are a major source of funds to meet Florida expenses, including repayment of,
and interest on, obligations backed solely by the full faith and credit of the
State, without recourse to any specific project.
Florida has experienced substantial population increases as a result of
migration to Florida from other areas of the United States and from foreign
countries which is expected to continue. Florida's growth was close to three
times
B-2
<PAGE> 58
the national average during the 1980's. This pace fueled concerns about the need
for resource management and conservation. Although growth has slowed recently to
about twice the national 1% annual rate, it is expected to remain well above
average for the indefinite future. According to the 1990 census report,
Florida's population of 12.7 million was the fourth highest in the nation and
31% above 1980's 9.7 million, and it is expected to approach 15 million by 2000.
It is anticipated that corresponding increases in State revenues will be
necessary during this decade to meet increased burdens on the various public and
social services provided by Florida.
Florida's ability to meet the needs of its population will depend in part upon
its ability to foster business and economic growth. Florida's economy picked up
in 1993, partly due to the rebuilding following Hurricane Andrew (discussed
below) and to some resurgence in the nationwide economy. Employment numbers
reflect the improved economic picture in the State. The unemployment rate for
1994 was 6.6%, compared to 7.0% in 1993 and 8.2% in 1992. Commercial
construction remained weak while residential construction improved. Construction
has shifted to lower-valued multi-family units rather than the higher priced
single-family homes. This shift lowered construction spending over the first two
quarters by $200 million. International trade continues to grow in southern
Florida. Florida also continues to experience employment gains in the
technology-based industry, the light manufacturing industry and the service
sector. Service industry payrolls grew by 109,000 jobs in fiscal year 1994-1995.
This growth rate is expected to stabilize over the next several years.
Healthcare jobs are forecasted to be a large contributor to the increase in
service industry jobs. The largest contributor is business services. This growth
continues to diversify and better position Florida's overall economy, which was
previously dominated by agriculture and tourism. Florida's tourism is on the
rebound in 1995. For the first half of 1995 the state realized a 10% growth in
visitors over the same period in 1994. Tourism fell 2.8% in 1994 following
publicized tourist murders. The increase in tourists is due to an increase in
domestic and European travelers. Latin America visitors, which account for
approximately 40% of the tourists, declined 21% for the first six months in
1995. The decline in Latin America visitors is attributed to political
instability in countries such as Mexico, Venezuela and Colombia. Florida's
future economic and business growth could be restricted by the natural
limitations of available environmental resources and the ability to finance
adequate public facilities such as roads and schools.
In August 1992, Hurricane Andrew, the costliest natural disaster in Florida's
history, hit Southern Dade County. Hurricane Andrew was very localized and hurt
primarily Southern Dade County including wiping out the City of Homestead. There
have been no adverse credit implications from the Hurricane for local
governmental units or the State. The Hurricane has actually had an economic
stimulating effect on Dade County and some surrounding areas as disaster aid and
insurance refunds are received. Construction of homes and purchases of large
items has boomed. The boom in construction and large ticket purchases has led to
higher employment levels as well as increased sales tax receipts, the largest
revenue source for the State of Florida. In December 1993, the State Legislature
established the Hurricane Andrew Recovery and Rebuilding Trust Fund funded from
transfers from Sales Tax Collections attributed to Hurricane Andrew. These funds
are earmarked for Dade County.
Despite Florida's rapid growth and recent acceleration in debt financing, the
State's debt burden remains lower than that of other large population states.
Net debt payable from state revenues is $435 per capita.
Fiscal year 1995 ended with a General Fund balance of $340.5 million including
$219.9 million in the working capital fund and $120 million in the budget
stabilization fund. The fiscal year 1996 budget totaled $14.85 billion a 4%
increase from 1995. Revenues are expected to grow approximately 5% while
expenditures grow only 3.5%. The growth in expenditures represents an increase
in correctional and educational spending. The Governor has included a program
increasing the number of prison beds by 19,700 by the end of 1996, a 25%
increase in capacity. Fiscal year 1996 will be the first year the State must
operate under the revenue growth cap established in 1994. Revenue growth is
limited to a five year average growth in personal income. For fiscal year 1996
this totaled 5.87% or $20.7 billion. The State's continued population growth,
reliance on sales tax receipts for its major revenue source, growing capital
needs and the limitation placed on revenue growth will continue to challenge the
State's ability to maintain a strong financial position.
B-3
<PAGE> 59
The State's economy should continue to benefit from good population growth,
economic diversification and an increase in foreign trade. These positive
economic factors combined with the State's moderate debt burden suggest a
certain level of stability in the State's credit outlook.
As of October 6, 1995, the State's general obligation debt was rated Aa by
Moody's and AA by S&P.
MICHIGAN FUND. The principal sectors of Michigan's diversified economy are
manufacturing of durable goods (including automobiles and components and office
equipment), tourism and agriculture. As reflected in historical employment
figures, the State's economy has lessened its dependence upon durable goods
manufacturing. In 1960, employment in such industry accounted for 33% of the
State's workforce. This figure fell to 17.1% for the first 11 months of 1994.
However, such manufacturing continues to be an important part of the State's
economy. The particular industries are highly cyclical, which adversely affects
the revenue streams of the State and its political subdivisions because it
adversely impacts tax sources, particularly sales taxes, income taxes and single
business taxes.
Michigan is the fifth largest exporter in the nation. It mainly exports to
Canada and Mexico. With the passage of NAFTA, concerns were raised about its
affect upon the State's manufacturing base; but there has been little noticeable
effect. Exports of automobiles declined slightly but this resulted more from the
number of new auto plants located outside of Michigan than from NAFTA. The State
ended 1993 with the highest employment level in fifteen years. The unemployment
rate for 1993 was 7.0% compared to 8.8% and 9.2% for 1992 and 1991,
respectively. The 1994 unemployment rate was 5.9% reflecting the continued
improvement in Michigan's economy, particularly the auto industry.
The State's financial position has improved in the last year because of greater
than anticipated revenues. Michigan's economy has continued to strengthen due to
the automotive industry. It had to do major maneuvering in fiscal years 1991
through 1993 to balance the books. The State used accounting changes,
expenditure reductions (hiring freeze, reduction in public aid) and delayed
payments to local governments to balance the budget. The State eliminated a
structural deficit in fiscal year 1992 and began 1993 with limited reserves. Due
to continued cost cutting efforts and greater than anticipated revenues from the
better than expected economic growth, fiscal year 1993 ended with a $312 million
surplus compared to $1.8 billion deficit from 1991. Fiscal year 1994 saw similar
results, and the strong revenue growth has continued in fiscal year 1995. The
State forecast underlying revenue growth for fiscal year 1995 of 6%. The 1996
fiscal year budget was based on a conservative revenue growth rate of 4.7%.
Fiscal year 1996 revenue growth would cause the State to exceed the revenue cap
by $297 million. Consequently, tax reductions that total approximately $186
million have been proposed for fiscal year 1996.
At the present time the State does not levy any ad valorem taxes on real or
tangible personal property. In addition, the State Constitution limits the
extent to which municipalities or political subdivisions may levy taxes upon
real and personal property through a process that regulates assessments. On May
1, 1992, the Governor signed into law a bill relating to the manner by which
property taxes are assessed in Michigan. The bill required, among other things,
that 1992 real property tax assessments remain at 1991 assessment levels,
subject to certain adjustments. Two proposals relating to property tax reform
and to amend the State Constitution appeared on the ballot for the November 1992
general election and were defeated, and a third proposal was rejected at a
special election held June 2, 1992. In addition to the foregoing, several other
proposals for property tax reform in Michigan have been suggested and may again
be submitted to the electors at future elections. On July 21, 1993, the Michigan
State Legislature passed Senate Bill 1 and the Governor signed the Bill into law
on August 19, 1993. Senate Bill 1, which upon passage became Act 145 of the
Michigan Public Acts of 1993 ("Act 145"), is the latest development in a long-
term effort by the State and its electorate to modify the local ad valorem
property tax system. The law significantly affects financing of K-12 school
operations beginning with July 1, 1994 tax levies. Act 145 exempts all property
in the State of Michigan from millage levied for local school and intermediate
school district operating purposes. Millage levied for community colleges and
millage levied for voter-approved general obligation debt are not encompassed
within the exemption. Act 145 did not contain a method for replacing revenues
lost by these exemptions or provide for other means of financing public
education. In December 1993, the Michigan Legislature proposed a school funding
program that included two funding mechanisms. The initial funding program was to
be voted on by the electorate at an election that was held on March 15, 1994 and
an alternative funding program that
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<PAGE> 60
would automatically go into effect should the initial program fail to be
approved. On March 15, 1994 the initial funding program was approved by the
voters and became effective July 1, 1994. The new funding program included an
increase in the state sales tax to 6 cents from 4 cents, a 2% real estate
transfer tax, a six mill property tax levied by the State on all property and an
eighteen mill property tax on commercial property, an interstate phone charge,
an increase in the cigarette tax, and additional revenue generated from the
implementation of Keno. In exchange for the implementation of the property tax
and increased taxes, the State's income tax was decreased to 4.4% from 4.6%. The
full effect of the change in the revenue structure for financing K-12 public
education has not been realized at either the local or state level. Depending
upon its effect on the State's finances, and as the funding for education
matures the State's method of financing public education may be altered.
As of October 6, 1995, the State's general obligation bonds are rated Aa by
Moody's, AA by Standard & Poor's and AA by Fitch.
NEW JERSEY FUND. New Jersey is the ninth most populous state in the nation. Per
capita income in 1993 was the second highest of the states and 129% of the
national average. The distribution of employment in New Jersey mirrors that of
the nation. After an extraordinary boom in the mid-1980's, New Jersey and the
rest of the Northeast fell into a recession a year before the national recession
officially began. Along with the rest of the Northeast, New Jersey climbed out
of the recession more slowly than the rest of the nation. Since 1992, the
unemployment rate in New Jersey has exceeded the national average; the
unemployment rates for New Jersey and the nation during the first quarter of
1995 were 6.9% and 5.9%, respectively.
New Jersey has a complicated debt structure. The State has $3.6 billion in G.O.
debt outstanding, nearly $2.0 billion in appropriation backed debt, and another
$1.2 billion in other tax-supported debt. Net tax-supported debt per capita is
$864, or twice the median and eleventh in the nation. Net tax-supported debt
represents 3.2% of personal income, 50% above the median and fifteenth in the
nation.
On a GAAP ("Generally Accepted Accounting Principles") basis, New Jersey has
achieved a surplus in each of the last three fiscal years, increasing its fund
balance to a large 12% of expenditures. On a budgetary basis, the State has
purposely drawn down the undesignated General Fund fund balance in recent years.
Even so, at the end of fiscal year 1994, the undesignated fund balance was 6% of
expenditures on a GAAP basis. Preliminary numbers for fiscal year 1995 indicate
a modest budgetary deficit, smaller than planned; the GAAP results cannot be
predicted yet. The fiscal year 1996 budget substantially reduces the reliance on
one-shots, and assumes a slower economy than in 1995. The budget has been well
received by the rating agencies.
The New Jersey Constitution provides, in part, that no money shall be drawn from
the State treasury except for appropriations made by law and that no law
appropriating money for any State purpose shall be enacted if the appropriations
contained therein, together with all prior appropriations made for the same
fiscal period, shall exceed the total amount of the revenue on hand and
anticipated to be available to meet such appropriations during such fiscal
period, as certified by the Governor.
The Local Government Cap Law (the "Cap Law") generally limits the year-to-year
increase of the total appropriations of any municipality and the tax levy of any
county to either five percent or an index rate determined annually by the
Director, whichever is less. However, where the index percentage rate exceeds
five percent, the Cap Law permits the governing body of any municipality or
county to approve the use of a higher percentage rate up to the index rate.
Further, where the index percentage rate is less than five percent, the Cap Law
also permits the governing body of any municipality or county to approve the use
of a higher percentage rate up to five percent. Regardless of the rate utilized,
certain exceptions exist to the Cap Law's limitation on increases in
appropriations. The principal exceptions to this limitation are municipal and
county appropriations to pay debt service requirements; to comply with certain
other State or federal mandates; amounts approved by referendum; and, in the
case of municipalities only, to fund the preceding year's cash deficit or to
reserve for shortfalls in tax collections.
State law also regulates the issuance of debt by local units. The Local Budget
Law limits the amount of tax anticipation notes that may be issued by local
units and requires the repayment of such notes within 120 days of the
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end of the fiscal year (six months in the case of the counties) in which issued.
With certain exceptions, no local unit is permitted to issue bonds for the
payment of current expenses. Local units may not issue bonds to pay outstanding
bonds, except for refunding purposes and then only with the approval of the
Local Finance Board. Local units may issue bond anticipation notes for temporary
periods not exceeding in the aggregate approximately ten years from the date of
first issue. The debt that any local unit may authorize is limited to a
percentage of its equalized valuation basis, which is the average of the
equalized value of all taxable real property and improvements within the
geographic boundaries of the local unit, as annually determined by the Director
of the Division of Taxation, for each of the three most recent years.
As of October 6, 1995, the State's general obligation ratings were Aa1 by
Moody's, AA+ by Standard & Poor's and AA+ by Fitch.
NEW YORK FUND. With a population of 18 million, New York ranks third in
population among the fifty states. According to the census, New York gained 2.5%
in population between 1980 and 1990 after a loss of 3.7% in the prior decade.
New York City accounts for about 40% of the State's population. New York ranks
fourth in the nation in personal income; in 1990, per capita personal income was
120% of the national average. Employment peaked in 1989 at 8.2 million, and
declined 425,000 between 1989 and 1992. This was the most severe job loss since
recordkeeping began in 1939. Since then, the State has gained back about 200,000
private sector jobs, while government employment declined by 20,000. Employment
distribution is similar to that of the nation as a whole, except for a higher
concentration in Finance, Insurance and Real Estate (9.4% versus 6.0%
nationally), and a lower concentration in manufacturing (12.7% versus 16.2%
nationally). Unemployment is historically more cyclical than for the United
States as a whole, with lower unemployment in good times and higher unemployment
in bad. Since 1991, New York unemployment has exceeded the U.S. average.
The State's financial performance has weakened since fiscal year 1994. This year
the legislature approved tax reductions that will make achieving a balanced
budget in fiscal year 1996 more difficult. The State still has an accumulated
deficit in its General Fund equal to 5% of expenditures.
Numerous bonds issued by various State agencies and authorities are either
guaranteed by the State or supported by the State through lease-purchase
arrangements, other contractual obligations or moral obligation provisions. As
of October 6, 1995, the principal amount of New York State general obligation
bonds outstanding was $5.2 billion and the principal amount of state-guaranteed,
lease-purchase debt and other tax-supported bonds outstanding was $22.7 billion.
Between fiscal year 1992 and fiscal year 1994, New York materially improved its
finances. At the end of fiscal year 1991, the accumulated General Fund deficit
exceeded $6 billion on a GAAP basis. There followed three consecutive surpluses,
which, combined with LGAC financing, reduced the deficit to $1.6 billion.
The State's fiscal year 1996 budget projects disbursements $344 million lower
than disbursements in fiscal year 1995. This is the first absolute
year-over-year decline in General Fund disbursements in more than fifty years.
Total State spending (exclusive of federal pass-throughs) is projected to
increase 2 1/2%. After deferring planned reductions for six years, the first
phase of a planned three year, 20% income tax cut occurs this year.
Certain State agencies, such as the New York State Urban Development Corporation
("UDC"), the Battery Park City Authority and the Housing Finance Agency ("HFA")
are dependent upon State legislative appropriations in order to meet their bond
obligations. In February, 1975, UDC defaulted on $1 billion of its short-term
notes and the State appropriated amounts to cure the default. HFA has a $390
million mortgage on the Co-op City Project located in New York City. Co-op City
has had difficulties in meeting its mortgage payments to HFA owing to rent
strikes by tenants, disputes with the City of New York and other factors.
Yonkers and Buffalo have also experienced financial difficulties, which have
required State appropriations to meet the financial obligations of both cities.
In the case of Yonkers, a State agency that has been monitoring finances since
1984 took control of all City spending in view of court fines and financial
problems resulting from Yonkers' refusal and delay in implementing a Court
ordered desegregation plan. In addition, counties and other localities on Long
Island have financial problems, including
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those relating to the Long Island Lighting Company's construction of its
Shoreham nuclear power facility, that could lead to requests for additional
State assistance.
In 1975, New York City (the "City") suffered several financial crises. To help
New York City out of its financial difficulties, the State legislature created
the Municipal Assistance Corporation ("MAC") in 1975. MAC has the authority to
issue bonds and notes and pay or lend the proceeds to the City. MAC also has the
authority to exchange its obligations for City obligations. MAC bonds are
payable out of certain State sales and use taxes imposed within the City, State
stock transfer taxes and per capita State aid to the City. The State is not,
however, obligated to continue these taxes, nor to continue appropriating
revenues from these taxes, nor to continue the appropriation of per capita State
aid to pay MAC obligations. MAC does not have taxing powers, and its bonds are
not obligations enforceable against either the City or the State.
Since 1975, the City's financial condition has been subject to oversight and
review by the New York State Financial Control Board (the "Control Board") and
since 1978 its financial statements have been audited by independent accounting
firms. To be eligible for guarantees and assistance, the City was required to
submit annually to the Control Board a financial plan for the next four fiscal
years covering the City and certain agencies showing balanced budgets determined
in accordance with generally accepted accounting principles. Although the
Control Board's powers of prior approval were suspended effective June 30, 1986
because the City had satisfied certain statutory conditions, the City continues
to submit four year plans to the Control Board for its review. The City
completed fiscal year 1995 with a balanced budget.
In March 1990, S&P lowered its rating of New York State's general obligation
debt from AA- to A. In addition, S&P and Moody's lowered their ratings of New
York State's short-term notes from SP-1+ to SP-1 and from MIG-1 to MIG-2,
respectively. In February 1991, Moody's lowered its rating of New York City's
general obligation debt from A to BAA1. In January 1992, Moody's lowered its
rating of New York State legislative appropriations bonds from A to Baa1 and S&P
lowered its rating of New York State legislative appropriations bonds from BBB+
to BBB and of New York State general obligation bonds from A to A-. In July
1995, S&P lowered its rating of New York City's general obligation debt from A-
to BBB+. As of October 6, 1995, general obligation bonds of the State of New
York are rated A and A- by Moody's and S&P, respectively.
OHIO FUND. At one time, manufacturing dominated Ohio's economy. This
concentration left the State vulnerable to cyclical economic fluctuation. Ohio's
economy has been growing and diversifying as employment shifts into services,
trade, finance, insurance, and real estate. Between 1981 and 1988, Ohio lost
more than 129,000 manufacturing jobs while gaining 417,000 services and trade
jobs. Unemployment rates, down sharply from the 1982 recessionary peak of 12.5%,
have gradually declined and are in line with the national average. Ohio is
ranked 22nd among states for per capita personal income.
Assisted by its stronger economy, Ohio's financial position improved through the
1980s although the recent recession, as with the rest of the nation, had a
negative effect upon revenue sources. Following a period of troublesome fiscal
operations in the early 1980s, the State established and began contributing to a
separate Budget Stabilization Fund. The purpose of this fund is to provide a
cushion against the financial impact of an unforeseen economic event. With
continued contributions, the Budget Stabilization Fund is expected to be
maintained at $300 million or higher. The 1995 fiscal year-end General Revenue
Fund is expected to be approximately $680 million (unobligated), with the Budget
Stabilization Fund approaching over $800 million, or 7% of 1995 revenues.
Ohio generally follows conservative debt policies. Although debt has been
increasing and current ratios are slightly above average, bonds have rapid
retirement schedules, with nearly 70% of principal retired in 10 years.
Development is a priority that will lead to increased borrowing by Ohio. The
State's voters, in November 1987, approved a $1.2 billion ten-year general
obligation bond program financing local capital improvements.
As of October 6, 1995, Ohio's general obligation bonds were rated Aa by Moody's
and AA by S&P.
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PENNSYLVANIA FUND. Pennsylvania historically has been identified as a heavy
industry state although that reputation has changed recently as the industrial
composition of Pennsylvania diversified when the coal, steel and railroad
industries began to decline. The major new sources of growth in Pennsylvania are
in the service sector, including trade, medical and health services, education
and financial institutions. Pennsylvania's agricultural industries are also an
important component of the Commonwealth's economic structure.
The Commonwealth has been able to favorably improve its financial position since
a financial crisis in 1991. The Commonwealth faced a $1.1 billion deficit in
1991 following a severe recession and a correspondent decline in revenues.
Following a major budgetary revision package in 1992 and improved economic
activity the Commonwealth has turned its financial position around and ended
fiscal year 1994 with a General Fund unreserved balance of $329 million. A
slight improvement for 1995 is expected due to the slower economic growth in the
Commonwealth. Economic activity has been stable in the past year causing a
revised growth rate in revenues. The 1996 budget includes the drawdown of this
balance to offset the lower growth rate in revenues and a reduction in the
corporate income tax rate.
As of October 6, 1995, all outstanding general obligation bonds of the
Commonwealth of Pennsylvania were rated AA- by S&P and A1 by Moody's. Local
municipalities issuing Pennsylvania municipal securities, although impacted in
general by the economic condition of the Commonwealth, have credit ratings that
are determined with reference to the economic condition of such local
municipalities. For example, as of October 6, 1995, the ratings on the long-term
obligations of the City of Philadelphia (the "City") supported by payments from
the City's General Fund were rated Baa by Moody's and BBB- by S&P.
TEXAS FUND. The State's economy is diversified and mirrors the national economy.
The service sector has been the largest source of employment growth with many
high tech firms locating in the State. On an absolute basis, Texas led the
nation in terms of new jobs added between 1994 and 1995. On a percentage of the
work force basis, the State was ranked thirteenth. Gross State Product growth
has outpaced the nation for the past five years. The diversification of the
economy has contributed to stability in the general credit quality of Texas
issuers.
On a cash basis, Texas' general revenue fund operations in fiscal year 1994
produced a positive balance of $2.3 billion. This represents the seventh
consecutive year the State has ended the fiscal year with a positive balance,
and exceeded preliminary forecasts. Factors contributing to the positive
performance included higher sales tax revenues and lottery receipts.
Sales taxes represent the largest revenue source for the State, accounting for
31% of fiscal year 1994 general fund revenues. State sales tax revenues grew by
7.5% between fiscal years 1993 and 1994. The growth can be attributed to a
stronger economy. Federal grants represented the second largest source of
revenues (29.2% of fiscal year 1994 general fund revenues). The remainder of the
State's revenues are derived mainly from motor fuels, lottery and franchise
taxes. The expenses of the State are concentrated in health & human services and
education (75% of fiscal year 1994 general fund expenses).
The debt burden of the State is low compared to other states. The debt issued
going forward will be to finance capital projects. The State's goal going
forward is to finance self supporting projects, which will not affect General
Fund operations. The State has utilized a number of commercial paper borrowings
to smooth out cash flows during the fiscal year and will continue to do so going
forward.
The State has no personal or corporate income tax currently. In November 1993
legislation was approved by the voters requiring voter approval to implement a
personal income tax. Corporations pay a corporate franchise tax based on the
amount of the corporation's capital and "earned surplus" which includes
corporate net income and officers' and directors' compensation (3.19% fiscal
year 1994 General Fund revenues). The State constitution prohibits the State
from levying an ad valorem tax on property for general revenue purposes. The
State constitution also limits the rate of growth of appropriations from tax
revenues not dedicated by the constitution during any biennium, to the estimated
rate of growth for the State's economy. The legislature may avoid the
constitutional limitation if it finds, by majority vote of both houses, that an
emergency exists. The State constitution authorizes the Legislature to provide
by law for the implementation of this restriction; and the legislature, pursuant
to such
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authorization, has defined the estimated rate of growth in the State's economy
to mean the estimated increase in personal income for the State.
The State's economy should continue to benefit from increased employment and
industry diversification, job growth, expanded trade with Mexico through NAFTA,
and a modest debt burden. As of October 23, 1995, the State's general obligation
debt was rated Aa by Moody's, AA by S&P and AA+ by Fitch.
INVESTMENT POLICIES AND TECHNIQUES
GENERAL. Each Fund may engage in futures and options and other derivatives
transactions such as delayed delivery transactions in accordance with its
investment objective and policies. Each Fund intends to engage in such
transactions if it appears advantageous to the investment manager to do so, in
order to pursue its investment objective, to hedge against the effects of
fluctuating interest rates and to stabilize the value of its assets. The use of
futures and options, and possible benefits and attendant risks, are discussed
below, along with information concerning certain other investment policies and
techniques.
FINANCIAL FUTURES CONTRACTS. A Fund may enter into financial futures contracts
for the future delivery of a financial instrument, such as a security, or the
cash value of a securities index. This investment technique is designed
primarily to hedge (i.e., protect) against anticipated future changes in market
conditions which otherwise might adversely affect the value of securities which
a Fund holds or intends to purchase. A "sale" of a futures contract means the
undertaking of a contractual obligation to deliver the securities or the cash
value of an index called for by the contract at a specified price during a
specified delivery period. A "purchase" of a futures contract means the
undertaking of a contractual obligation to acquire the securities or cash value
of an index at a specified price during a specified delivery period. At the time
of delivery in the case of fixed income securities pursuant to the contract,
adjustments are made to recognize differences in value arising from the delivery
of securities with a different interest rate than that specified in the
contract. In some cases, securities called for by a futures contract may not
have been issued at the time the contract was written.
Although some financial futures contracts by their terms call for the actual
delivery or acquisition of securities, in most cases a party will close out the
contractual commitment before delivery without having to make or take delivery
of the security by purchasing (or selling, as the case may be) on a commodities
exchange an identical futures contract calling for delivery in the same month.
Such a transaction, if effected through a member of an exchange, cancels the
obligation to make or take delivery of the underlying securities. All
transactions in the futures market are made, offset or fulfilled through a
clearing house associated with the exchange on which the contracts are traded. A
Fund will incur brokerage fees when it purchases or sells contracts, and will be
required to maintain margin deposits. At the time a Fund enters into a futures
contract, it is required to deposit with its custodian, on behalf of the broker,
a specified amount of cash or eligible securities, called "initial margin." The
initial margin required for a futures contract is set by the exchange on which
the contract is traded. Subsequent payments, called "variation margin", to and
from the broker are made on a daily basis as the market price of the futures
contract fluctuates. The costs incurred in connection with futures transactions
could reduce a Fund's yield. Futures contracts entail risks. If the investment
manager's judgment about the general direction of markets is wrong, the overall
performance may be poorer than if no such contracts had been entered into.
There may be an imperfect correlation between movements in prices of futures
contracts and portfolio securities being hedged. The degree of difference in
price movements between futures contracts and the securities being hedged
depends upon such things as variations in speculative market demand for futures
contracts and debt securities and differences between the securities being
hedged and the securities underlying the futures contracts, e.g., interest
rates, tax status, maturities and credit-worthiness of issuers. While interest
rates on taxable securities generally move in the same direction as interest
rates on Municipal Securities, there are frequently differences in the rate of
such movements and temporary dislocations. Accordingly, the use of a financial
futures contract on a taxable security or a taxable securities index may involve
a greater risk of an imperfect correlation between the price movements of the
futures contract and of the Municipal Security being hedged than when using a
financial futures
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contract on a Municipal Security or a Municipal Securities index. In addition,
the market prices of futures contracts may be affected by certain factors. If
participants in the futures market elect to close out their contracts through
offsetting transactions rather than meet margin requirements, distortions in the
normal relationship between the debt securities and futures markets could
result. Price distortions could also result if investors in futures contracts
decide to make or take delivery of underlying securities rather than engage in
closing transactions because of the resultant reduction in the liquidity of the
futures market. In addition, because, from the point of view of speculators,
margin requirements in the futures market are less onerous than margin
requirements in the cash market, increased participation by speculators in the
futures market could cause temporary price distortions. Due to the possibility
of price distortions in the futures market and because of the imperfect
correlation between movements in the prices of securities and movements in the
prices of futures contracts, a correct forecast of market trends by the
investment adviser may still not result in a successful hedging transaction. If
any of these events should occur, a Fund could lose money on the financial
futures contracts and also on the value of its portfolio securities.
OPTIONS ON FINANCIAL FUTURES CONTRACTS. A Fund may purchase and write call and
put options on financial futures contracts. 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 at a specified exercise price at any time during
the period of the option. Upon exercise, the writer of the option delivers the
futures contract to the holder at the exercise price. A Fund would be required
to deposit with its custodian initial margin and maintenance margin with respect
to put and call options on futures contracts written by it. A Fund will
establish segregated accounts or will provide cover with respect to written
options on financial futures contracts in a manner similar to that described
under "Options on Securities." Options on futures contracts involve risks
similar to those risks relating to transactions in financial futures contracts
described above. Also, an option purchased by a Fund may expire worthless, in
which case such Fund would lose the premium paid therefor.
OPTIONS ON SECURITIES. A Fund may write (sell) "covered" call options on
securities as long as it owns the underlying securities subject to the option or
an option to purchase the same underlying securities, having an exercise price
equal to or less than the exercise price of the "covered" option, or will
establish and maintain for the term of the option a segregated account
consisting of cash, U.S. Government securities or other liquid high-grade debt
obligations ("eligible securities") having a value at least equal to the
fluctuating market value of the optioned securities. A Fund may write "covered"
put options provided that as long as the Fund is obligated as a writer of a put
option, the Fund will own an option to sell the underlying securities subject to
the option, having an exercise price equal to or greater than the exercise price
of the "covered" option, or it will deposit and maintain in a segregated account
eligible securities having a value equal to or greater than the exercise price
of the option. A call option gives the purchaser the right to buy, and the
writer the obligation to sell, the underlying security at the exercise price
during the option period. A put option gives the purchaser the right to sell,
and the writer has the obligation to buy, the underlying security at the
exercise price during the option period. The premium received for writing an
option will reflect, among other things, the current market price of the
underlying security, the relationship of the exercise price to such market
price, the price volatility of the underlying security, the option period,
supply and demand and interest rates. A Fund may write or purchase spread
options, which are options for which the exercise price may be a fixed dollar
spread or yield spread between the security underlying the option and another
security it does not own, but that is used as a bench mark. The exercise price
of an option may be below, equal to or above the current market value of the
underlying security at the time the option is written. The buyer of a put who
also owns the related securities is protected by ownership of a put option
against any decline in that security's price below the exercise price less the
amount paid for the option. The ability to purchase put options allows the Fund
to protect capital gains in an appreciated security it owns, without being
required to actually sell that security. At times the Fund would like to
establish a position in a security upon which call options are available. By
purchasing a call option the Fund is able to fix the cost of acquiring the
securities, this being the cost of the call plus the exercise price of the
option. This procedure also provides some protection from an unexpected downturn
in the market because the Fund is only at risk for the amount of the premium
paid for the call option which it can, if it chooses, permit to expire.
During the option period, the covered call writer gives up the potential for
capital appreciation above the exercise price should the underlying security
rise in value, and the secured put writer retains the risk of loss should the
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underlying security decline in value. For the covered call writer, substantial
appreciation in the value of the underlying security would result in the
security being "called away." For the secured put writer, substantial
depreciation in the value of the underlying security would result in the
security being "put to" the writer. If a covered call option expires
unexercised, the writer realizes a gain and the buyer a loss in the amount of
the premium. If the covered call option writer has to sell the underlying
security because of the exercise of the call option, it realizes a gain or loss
from the sale of the underlying security, with the proceeds being increased by
the amount of the premium.
If a secured put option expires unexercised, the writer realizes a gain and the
buyer a loss in the amount of the premium. If the secured put writer has to buy
the underlying security because of the exercise of the put option, the secured
put writer incurs an unrealized loss to the extent that the current market value
of the underlying security is less than the exercise price of the put option,
minus the premium received.
OVER-THE-COUNTER OPTIONS. As indicated in the prospectus (see "Investment
Objectives and Policies"), each Fund may deal in over-the-counter traded options
("OTC options"). OTC options differ from exchange traded options in several
respects. They are transacted directly with dealers and not with a clearing
corporation, and there is a risk of non-performance by the dealer as a result of
the insolvency of such dealer or otherwise, in which event the Fund may
experience material losses. However, in writing options the premium is paid in
advance by the dealer. OTC options are available for a greater variety of
securities, and a wider range of expiration dates and exercise prices, than are
exchange traded options. Since there is no exchange, pricing is normally done by
reference to information from market makers, which information is carefully
monitored by the Trust's investment manager and verified in appropriate cases.
A writer or purchaser of a put or call option can terminate it voluntarily only
by entering into a closing transaction. In the case of OTC options, there can be
no assurance that a continuous liquid secondary market will exist for any
particular option at any specific time. Consequently, a Fund may be able to
realize the value of an OTC option it has purchased only by exercising it or
entering into a closing sale transaction with the dealer that issued it.
Similarly, when a Fund writes an OTC option, it generally can close out that
option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which the Fund originally wrote it. If a covered
call option writer cannot effect a closing transaction, it cannot sell the
underlying security until the option expires or the option is exercised.
Therefore, a covered call option writer of an OTC option may not be able to sell
an underlying security even though it might otherwise be advantageous to do so.
Likewise, a secured put writer of an OTC option may be unable to sell the
securities pledged to secure the put for other investment purposes, while it is
obligated as a put writer. Similarly, a purchaser of such put or call option
might also find it difficult to terminate its position on a timely basis in the
absence of a secondary market.
The Trusts understand the position of the staff of the Securities and Exchange
Commission ("SEC") to be that purchased OTC options and the assets used as
"cover" for written OTC options are illiquid securities. Each Trust's investment
manager disagrees with this position and has found the dealers with which it
engages in OTC options transactions generally agreeable to and capable of
entering into closing transactions. The Trusts have adopted procedures for
engaging in OTC options for the purpose of reducing any potential adverse effect
of such transactions upon the liquidity of a Fund's portfolio. A brief
description of such procedures is set forth below.
A Fund will only engage in OTC options transactions with dealers that have been
specifically approved by the investment manager pursuant to procedures adopted
by the Board of Trustees of each Trust. The investment manager believes that
such dealers should be able to enter into closing transactions if necessary and,
therefore, present minimal credit risks to a Fund. The investment manager will
monitor the creditworthiness of the approved dealers on an on-going basis. A
Fund currently will not engage in OTC options transactions if the amount
invested by the Fund in OTC options, plus a "liquidity charge" related to OTC
options written by the Fund, plus the amount invested by the Fund in illiquid
securities, would exceed 15% of the Fund's net assets. The "liquidity charge"
referred to above is computed as described below.
The Trusts anticipate entering into agreements with dealers to which a Fund
sells OTC options. Under these agreements the Fund would have the absolute right
to repurchase the OTC options from the dealer at any time at a price no greater
than a price established under the agreements (the "Repurchase Price"). The
"liquidity charge"
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referred to above for a specific OTC option transaction will be the Repurchase
Price related to the OTC option less the intrinsic value of the OTC option. The
intrinsic value of an OTC call option for such purposes will be the amount by
which the current market value of the underlying security exceeds the exercise
price. In the case of an OTC put option, intrinsic value will be the amount by
which the exercise price exceeds the current market value of the underlying
security. If there is no such agreement requiring a dealer to allow the Fund to
repurchase a specific OTC option written by the Fund, the "liquidity charge"
will be the current market value of the assets serving as "cover" for such OTC
option.
OPTIONS ON SECURITIES INDICES. A Fund also may purchase and write call and put
options on securities indices in an attempt to hedge against market conditions
affecting the value of securities that the Fund owns or intends to purchase, and
not for speculation. Through the writing or purchase of index options, a Fund
can achieve many of the same objectives as through the use of options on
individual securities. Options on securities indices are similar to options on a
security except that, rather than the right to take or make delivery of a
security at a specified price, an option on a securities index gives the holder
the right to receive, upon exercise of the option, an amount of cash if the
closing level of the securities index upon which the option is based is greater
than, in the case of a call, or less than, in the case of a put, the exercise
price of the option. This amount of cash is equal to the difference between the
closing price of the index and the exercise price of the option. The writer of
the option is obligated, in return for the premium received, to make delivery of
this amount. Unlike security options, all settlements are in cash and gain or
loss depends upon price movements in the market generally (or in a particular
industry or segment of the market), rather than upon price movements in
individual securities. Price movements in securities that the Fund owns or
intends to purchase will probably not correlate perfectly with movements in the
level of an index since the prices of such securities may be affected by
somewhat different factors and, therefore, the Fund bears the risk that a loss
on an index option would not be completely offset by movements in the price of
such securities.
When a Fund writes an option on a securities index, it will segregate and
mark-to-market eligible securities equal in value to at least 100% of the
exercise price in the case of a put, or the contract value in the case of a
call. In addition, where the Fund writes a call option on a securities index at
a time when the contract value exceeds the exercise price, the Fund will
segregate and mark-to-market, until the option expires or is closed out, cash or
cash equivalents equal in value to such excess.
Options on futures contracts and index options involve risks similar to those
risks relating to transactions in financial futures contracts described above.
Also, an option purchased by a Fund may expire worthless, in which case such
Fund would lose the premium paid therefor.
DELAYED DELIVERY TRANSACTIONS. A Fund 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 in order to secure what is
considered to be an advantageous price or yield to the Fund at the time of
entering into the transaction. When a Fund enters into a delayed delivery
purchase, it becomes obligated to purchase securities and it has all 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. A Fund
generally has the ability to close out a purchase obligation on or before the
settlement date, rather than take delivery of the security.
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 the
Fund's investment objective and policies. The Fund reserves the right to sell
these securities before the settlement date if deemed advisable.
B-12
<PAGE> 68
REGULATORY RESTRICTIONS. To the extent required to comply with SEC Release No.
IC-10666, when purchasing a futures contract, writing a put option or entering
into a delayed delivery purchase, a Fund will maintain in a segregated account
cash, U.S. Government securities or liquid high-grade debt obligations equal to
the value of such contracts. A Fund will use cover in connection with selling a
futures contract.
A Fund will not engage in transactions in financial futures contracts or options
thereon for speculation, but only to attempt to hedge against changes in market
conditions affecting the values of securities which the Fund holds or intends to
purchase.
INVESTMENT RESTRICTIONS
Certain fundamental investment restrictions have been adopted for each Fund
which, together with the investment objective and policies of each Fund, cannot
be changed for a Fund without approval of a majority of its outstanding voting
shares. As defined in the Investment Company Act of 1940, 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.
THE MUNICIPAL FUND AND THE INTERMEDIATE MUNICIPAL FUND EACH MAY NOT, AS A
FUNDAMENTAL POLICY:
(1) Make investments other than in accordance with its investment objective and
policies.
(2) With respect to temporary investments, purchase securities (other than
securities of the United States Government, its agencies or instrumentalities)
if as a result of such purchase more than 25% of the Fund's total assets would
be invested in any industry.
(3) Purchase securities of any issuer (other than obligations of, or guaranteed
by, the United States Government, its agencies or instrumentalities) if, as a
result, more than 5% of the Fund's total assets would be invested in securities
of that issuer.
(4) Lend money or securities, provided that the making of time or demand
deposits with banks and the purchase of debt securities such as bonds,
debentures, commercial paper, repurchase agreements and short-term obligations
in accordance with its objective and policies are not prohibited.
(5) Borrow money except for temporary or emergency purposes (but not for the
purpose of purchase of investments) and then only in an amount not to exceed 5%
of the Fund's net assets; or 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) Make short sales of securities, or purchase any securities on margin except
to obtain such short-term credit as may be necessary for the clearance of
transactions; however, the Fund may make margin deposits in connection with
financial futures and options transactions.
(7) Write, purchase or sell puts, calls or combinations thereof, except in
accordance with its investment objective and policies.
(8) Invest in commodities or commodity futures contracts, although it may buy or
sell financial futures contracts and options on such contracts.
(9) Invest in real estate, although it may invest in securities which are
secured by real estate and securities of issuers which invest or deal in real
estate.
(10) Underwrite securities issued by others except to the extent the Fund may be
deemed to be an underwriter, under the federal securities laws, in connection
with the disposition of portfolio securities.
(11) Issue senior securities except as permitted under the Investment Company
Act of 1940.
THE CALIFORNIA FUND MAY NOT, AS A FUNDAMENTAL POLICY:
(1) Purchase securities or make investments other than in accordance with its
investment objective and policies.
B-13
<PAGE> 69
(2) Purchase securities (other than securities of the United States Government,
its agencies or instrumentalities, or the State of California or its political
subdivisions) if as a result of such purchase more than 25% of the Fund's total
assets would be invested in any industry.
(3) Purchase securities of any issuer (other than obligations of, or guaranteed
by, the United States Government, its agencies or instrumentalities) if, as a
result, more than 5% of the total value of the Fund's assets would be invested
in securities of that issuer, except that, with respect to 50% of the Fund's
total assets, the Fund may invest up to 25% of its total assets in securities of
any one issuer.
(4) Make loans, except in accordance with its investment objective and policies.
(5) Borrow money except for temporary or emergency purposes (but not for the
purpose of purchase of investments) and then only in an amount not to exceed 10%
of the Fund's net assets; or pledge its securities or receivables or transfer or
assign or otherwise encumber them in an amount exceeding the amount of the
borrowing secured thereby.
(6) 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.
(7) Write, purchase or sell puts, calls or combinations thereof, except in
accordance with its investment objective and policies.
(8) Invest in commodities or commodity futures contracts, although it may buy or
sell financial futures contracts and options on such contracts.
(9) Invest in real estate, although it may invest in Municipal Securities which
are secured by real estate and securities of issuers which invest or deal in
real estate.
(10) Underwrite securities issued by others except to the extent the Fund may be
deemed to be an underwriter, under the federal securities laws, in connection
with the disposition of portfolio securities.
(11) Issue senior securities except as permitted under the Investment Company
Act of 1940.
THE FLORIDA FUND, THE MICHIGAN FUND, THE NEW JERSEY FUND, THE NEW YORK FUND, THE
OHIO FUND, THE PENNSYLVANIA FUND AND THE TEXAS FUND EACH MAY NOT, AS A
FUNDAMENTAL POLICY:
(1) Make investments other than in accordance with its investment objective and
policies.
(2) Purchase securities (other than securities of the United States Government,
its agencies or instrumentalities, or of a state or its political subdivisions)
if as a result of such purchase 25% or more of its total assets would be
invested in any industry.
(3) Lend money or securities, provided that the making of time or demand
deposits with banks and the purchase of debt securities such as bonds,
debentures, commercial paper, repurchase agreements and short-term obligations
in accordance with its objective and policies are not prohibited.
(4) Borrow money except for temporary purposes (but not for the purpose of
purchase of investments) and then only in an amount not to exceed one-third of
the value of its total assets (including the amount borrowed) in order to meet
redemption requests which otherwise might result in the untimely disposition of
securities; or pledge its securities or receivables or transfer or assign or
otherwise encumber them in an amount to exceed 10% of its net assets to secure
borrowings. Reverse repurchase agreements are permitted within the limitations
of this paragraph. The Fund will not purchase securities or make investments
while reverse repurchase agreements or borrowings are outstanding.
(5) Make short sales of securities, or purchase any securities on margin, except
to obtain such short-term credit as may be necessary for the clearance of
transactions; however, it may make margin deposits in connection with financial
futures and options transactions.
B-14
<PAGE> 70
(6) Write or sell put or call options, combinations thereof or similar options
on more than 25% of the Fund's net assets; nor may it purchase put or call
options if more than 5% of the Fund's net assets would be invested in premiums
on put and call options, combinations thereof or similar options; however, the
Fund may buy or sell options on financial futures contracts.
(7) Underwrite securities issued by others except to the extent the Fund may be
deemed to be an underwriter, under the federal securities laws, in connection
with the disposition of portfolio securities.
(8) Invest in commodities or commodity futures contracts, although it may buy or
sell financial futures contracts and options on such contracts.
(9) Invest in real estate, although it may invest in securities which are
secured by real estate and securities of issuers which invest or deal in real
estate.
(10) Issue senior securities except as permitted under the Investment Company
Act of 1940.
(11) Purchase securities of any issuer (other than obligations of, or guaranteed
by, the United States Government, its agencies or instrumentalities) if, as a
result, more than 5% of the total value of the Fund's assets would be invested
in securities of that issuer except that, with respect to 50% of the Fund's
total assets, the Fund may invest up to 25% of its total assets in securities of
any one issuer.
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. In the event
a Fund acquires illiquid assets as a result of the exercise of a security
interest relating to Municipal Securities, the Fund will dispose of such assets
as promptly as possible. A Fund may invest more than 25% of its net assets in
industrial development bonds. For purposes of diversification, identification of
the issuer of a Municipal Security depends on the terms and conditions of the
obligation. Each Fund considers the issuer to be the party with the primary
financial obligation for the issue. The Funds did not borrow money as permitted
by investment restriction number 5 for the Municipal, Intermediate Municipal and
California Funds and number 4 for the Florida, Michigan, New Jersey, New York,
Ohio, Pennsylvania and Texas Funds in the latest fiscal year. None of the Funds
has any present intention of borrowing during the current year. Each Fund has
adopted the following non-fundamental restrictions, which may be changed by the
Board of Trustees without shareholder approval. Each Fund may not:
(1) Purchase or retain the securities of any issuer if any of the officers,
trustees or directors of the Trust or its investment adviser owns beneficially
more than 1/2 of 1% of the securities of such issuer and together own more than
5% of the securities of such issuer.
(2) Invest for the purpose of exercising control or management of another
issuer.
(3) Purchase securities of other investment companies, except in connection with
a merger, consolidation, reorganization or acquisition of assets.
(4) Invest in interests in oil, gas or other mineral exploration or development
programs, although it may invest in the securities ("Municipal Securities" for
the California Fund) of issuers which invest in or sponsor such programs.
(5) Invest more than 5% of the Fund's total assets in industrial revenue bonds
if sponsored by companies which with their predecessors have less than three
years continuous operation.
(6) Invest more than 15% of its net assets in illiquid securities.
(7) Invest in warrants if more than 5% of the Fund's net assets would be
invested in warrants. Included within that amount, but not to exceed 2% of the
Fund's net assets, may be warrants not listed on the New York or American Stock
Exchanges. Warrants acquired in units or attached to securities may be deemed to
be without value for such purposes.
(8) Invest in oil, gas, and other mineral leases.
(9) Purchase or sell real property (including limited partnership interests in
real estate investment trusts or readily marketable securities of companies
which invest in real estate).
B-15
<PAGE> 71
(10) Invest more than 5% of its total assets in restricted securities, excluding
restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 that have been determined to be liquid pursuant to
procedures adopted by the Board of Trustees, provided that the total amount of
Fund assets invested in restricted securities will not exceed 15% of total
assets.
(11) Invest more than 10% of its total assets in securities of real estate
investment trusts.
DIVIDENDS AND TAXES
DIVIDENDS. All the net investment income of a Fund is declared daily as a
dividend on shares for which the Fund has received payment. Net investment
income of a Fund consists of all interest income earned on portfolio assets less
all expenses of the Fund. Income dividends will be distributed monthly and
dividends of net realized capital gains will be distributed annually.
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.
A Fund may at any time vary the 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 the Trust 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 will be reinvested in shares of the Fund paying such dividends unless
shareholders indicate in writing that they wish to receive them in cash or in
shares of other Kemper Funds as provided in the prospectus.
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. One of the
requirements of Subchapter M is that a Fund must derive less than 30% of its
gross income from gains (not reduced by losses) on stocks and securities and
certain other investments held for less than three months. A Fund may be limited
in its options and futures transactions in order to prevent recognition of such
gains. Dividends from a Fund will not be eligible for the dividends received
deduction available to corporate shareholders.
A Fund's options and futures 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. For federal income tax purposes, a Fund is generally
required to recognize its unrealized gains and losses at year end on financial
futures contracts, options thereon, index options and listed options on debt
securities. Any gain or loss recognized on such financial instruments is
generally considered to be 60% long-term and 40% short-term without regard to
the holding period of the contract or option.
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. The gain or loss
will be a capital gain or loss and will be long-term if the shares are held for
a period of more than one year. Any loss on shares held six months or less will
be a long-term capital loss to the extent any long-term capital gain
distribution is made with respect to such shares during the period the investor
owns the shares. In the case of shareholders holding shares of a Fund for six
months or less and subsequently selling those shares at a loss after receiving
an exempt-interest dividend, the loss will be disallowed to the extent of the
exempt-interest dividends received. However, the Secretary of the Treasury may
issue regulations to shorten the required holding period from six months to 31
days.
A shareholder who has redeemed shares of a Fund or any Kemper Mutual Fund listed
in the prospectus 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 the other Kemper Mutual Funds
within six months of the redemption as described in the prospectus under
"Redemption or Repurchase of Shares--Reinvestment
B-16
<PAGE> 72
Privilege." If the 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
reinvestment shares, or (b) the sales charge incurred on the redeemed shares, is
included in the basis of the reinvestment shares and is not included in the
basis of the redeemed shares. If a shareholder realizes a loss on the redemption
or exchange of a Fund's shares and reinvests in that same Fund's shares 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.
Interest on indebtedness which is incurred to purchase or carry shares of a
mutual fund which distributes exempt-interest dividends during the year is not
deductible for federal income tax purposes. Further, the Funds may not be
appropriate investments for persons who are "substantial users" of facilities
financed by industrial development bonds held by the Funds or are "related
persons" to such users; such persons should consult their tax advisers before
investing in the Funds.
The "Superfund Act of 1986" (the "Superfund Act") imposes a separate tax on
corporations at a rate of 0.12 percent of the excess of such corporation's
"modified alternative minimum taxable income" over $2 million. A portion of
tax-exempt interest, including exempt-interest dividends from a Fund, may be
includible in modified alternative minimum taxable income. Corporate
shareholders are advised to consult their tax advisers with respect to the
consequences of the Superfund Act.
PERFORMANCE
As described in the prospectus, a Fund's historical performance or return for a
class of shares may be shown in the form of "yield," "tax equivalent yield,"
"average annual total return" and "total return" figures. These various measures
of performance are described below. Performance information will be computed
separately for each class. KFS has waived or reduced its management fee and, in
certain cases, absorbed certain operating expenses for some of the Funds for the
periods and to the extent specified in the prospectus and this Statement of
Additional Information. See "Investment Manager and Underwriter." Because of
these waivers and expense absorptions, the performance results for such Funds
may be shown with and without the effect of these waivers and expense
absorptions. Performance results not giving effect to waivers and expense
absorptions will be lower. The yields and other performance information set
forth in this section for the New York Fund are for the predecessor of the New
York Fund, also named "Kemper New York Tax-Free Income Fund." Additional
information appears under "Capital Structure" in the prospectus.
Yield is a measure of the net investment income per share earned by a Fund over
a specific one month or 30-day period expressed as a percentage of the maximum
offering price of the Fund's shares (which is net asset value for Class B and
Class C shares) at the end of the period. Tax equivalent yield is the yield that
a taxable investment must generate in order to equal a Fund's yield for an
investor in a stated federal income tax bracket for the Municipal Fund, the
Intermediate Municipal Fund, the Florida Fund or the Texas Fund, in a stated
combined federal and state income tax bracket for the California Fund, the Ohio
Fund, the Michigan Fund, the New Jersey Fund and the Pennsylvania Fund, and in a
stated combined federal, New York State and New York City income tax bracket for
the New York Fund. The tax equivalent yield for the Florida Fund does not
include the potential effect of an exemption from the Florida intangibles tax.
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.
B-17
<PAGE> 73
A Fund's yield is computed in accordance with a standardized method prescribed
by rules of the Securities and Exchange Commission. The yields are shown below
based upon the one month period ended September 30, 1995 for the Municipal and
Intermediate Municipal Funds and August 31, 1995 for the State Funds.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
------- ------- -------
<S> <C> <C> <C>
Municipal Fund....................................................... 4.93% 4.31% 4.27%
Intermediate Municipal Fund*......................................... 4.23% 3.75% 3.98%
California Fund...................................................... 5.00% 4.34% 4.29%
Florida Fund......................................................... 4.83% 4.38% 4.53%
Michigan Fund*....................................................... 4.60% 3.95% 4.00%
New Jersey Fund*..................................................... 5.03% 4.43% 4.48%
New York Fund........................................................ 4.75% 4.20% 4.19%
Ohio Fund............................................................ 4.79% 4.09% 4.17%
Pennsylvania Fund*................................................... 4.89% 4.26% 4.32%
Texas Fund........................................................... 4.50% 3.89% 3.77%
</TABLE>
- ---------------
* After management fee waiver.
A 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:
a - b
YIELD = 2[( ------- +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 Trust follows certain standardized
accounting practices specified by Securities and Exchange Commission rules.
These practices are not necessarily consistent with those that each Trust uses
to prepare its annual and interim financial statements in conformity with
generally accepted accounting principles.
Each Fund's tax equivalent yield is computed by dividing that portion of the
Fund's yield (computed as described above) that is tax-exempt by (one minus the
stated federal income tax rate) and adding the result to that portion, if any,
of the yield of the Fund that is not tax-exempt. The California Fund's, Michigan
Fund's, New Jersey Fund's, New York Fund's, Ohio Fund's and Pennsylvania Fund's
Class A shares' tax equivalent yield is computed by dividing that portion of the
Fund's Class A shares' yield (computed as described above) that is tax-exempt by
(one minus the stated combined federal, state and, if applicable, city income
tax rate) and adding the result to that portion, if any, of the yield of the
Class A shares of the Fund that is not tax-exempt. For additional information
concerning tax-exempt yields, see "Tax-Exempt versus Taxable Yield" below. The
tax equivalent yields for the
B-18
<PAGE> 74
Municipal and Intermediate Municipal Funds for the one month period ended
September 30, 1995 and for the State Funds for the one month period ended August
31, 1995 are set forth below.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
FUND--TAX TYPE (MARGINAL RATE) SHARES SHARES SHARES
- ------------------------------ ------- ------- -------
<S> <C> <C> <C>
Municipal--Federal (37.1%)............................................... 7.84% 6.85% 6.79%
Intermediate Municipal Fund--Federal (37.1%)*............................ 6.72% 5.96% 6.33%
California--Combined (42.9%)............................................. 8.76% 7.60% 7.51%
California--Federal only (37.1%)......................................... 7.95% 6.90% 6.82%
Florida--Federal only (37.1%)............................................ 7.68% 6.96% 7.20%
Michigan--Combined (39.9%)*.............................................. 7.65% 6.57% 6.66%
Michigan--Federal only (37.1%)*.......................................... 7.31% 6.28% 6.36%
New Jersey--Combined (40.9%)*............................................ 8.51% 7.50% 7.58%
New Jersey--Federal only (37.1%)*........................................ 8.00% 7.04% 7.12%
New York--Combined (44.3%)............................................... 8.53% 7.54% 7.52%
New York--Federal only (37.1%)........................................... 7.53% 6.68% 6.66%
Ohio--Combined (41.4%)................................................... 8.17% 6.98% 7.12%
Ohio--Federal only (37.1%)............................................... 7.62% 6.50% 6.63%
Pennsylvania--Combined (38.9%)*.......................................... 8.00% 6.97% 7.07%
Pennsylvania--Federal only (37.1%)*...................................... 7.77% 6.77% 6.87%
Texas--Federal only (37.1%).............................................. 7.15% 6.18% 5.99%
</TABLE>
- ---------------
* After management fee waiver.
A 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
the 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 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 the Fund have been reinvested at net asset value on the reinvestment
dates during the period. Average annual total return figures for various periods
are set forth in the table below.
Calculation of a Fund's total return is not subject to a standardized formula,
except when calculated for purposes of the Fund's "Financial Highlights" table
in the Fund's financial statements. Total return performance for a specific
period is calculated by first taking an investment (assumed below to be $10,000)
("initial investment") in the 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 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 the 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 for Class
A shares or the contingent deferred sales charge for Class B shares would be
reduced if such charge were included. Total return figures for various periods
are set forth in the table below.
B-19
<PAGE> 75
A Fund's performance figures are based upon historical results and are not
necessarily representative of future performance. A Fund's Class A shares are
sold at net asset value plus a maximum sales charge of 4.5% (2.75% for the
Intermediate Municipal Fund) of the offering price. Class B shares and Class C
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. Returns and net asset value will fluctuate. Factors
affecting a Fund's performance include general market conditions, operating
expenses and investment management. Any additional fees charged by a dealer or
other financial services firm would reduce the returns described in this
section. Shares of a Fund are redeemable at the then current net asset value of
the Fund, which may be more or less than original cost.
The figures below show performance information for various periods. Comparative
information with respect to certain indices is also included. There are
differences and similarities between the investments which a Fund may purchase
and the investments measured by the indexes which are described herein. The
Consumer Price Index is generally considered to be a measure of inflation. The
CDA Mutual Fund-Municipal Bond Index is a weighted performance average of other
mutual funds with a federally tax-exempt income objective. The Salomon Brothers
High Grade Corporate Bond Index is an unmanaged index that generally represents
the performance of high grade long-term taxable bonds during various market
conditions. The Lehman Brothers Municipal Bond Index is an unmanaged index that
generally represents the performance of high grade intermediate and long-term
municipal bonds during various market conditions. IBC/Donoghue's All-Taxable
Money Fund Averages(R) is currently based upon the total return, assuming
reinvestment of dividends, of 556 taxable money market funds. The Towers Data
Systems U.S. Treasury Bill Index is an unmanaged index based on the average
monthly yield of U.S. Treasury Bills maturing in six months. The market prices
and yields of taxable and tax-exempt bonds will fluctuate. There are important
differences among the various investments included in the indexes that should be
considered in reviewing this information. For more information, see the
disclosure after the charts below. The net asset value and returns of each class
of shares of a Fund will fluctuate. No adjustment has been made for taxes, if
any, payable on dividends. Each period indicated was one of fluctuating
securities prices and interest rates.
B-20
<PAGE> 76
<TABLE>
<CAPTION>
MUNICIPAL FUND--SEPTEMBER 30, 1995
----------------------------------------------------------------------------------------------------------
Initial Income Ending Percentage Ending Percentage
TOTAL $10,000 Capital Gain Dividends Value Increase Value Increase
RETURN Investment Dividends Reinvested (adjusted) (adjusted) (unadjusted) (unadjusted)
TABLE (1) Reinvested (2) (1) (1) (1) (1)
- ------------------ ---------- ------------ ---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of Fund(+) $ 9,695 $1,787 $ 31,389 $ 42,871 328.7% $ 44,886 348.9%
Fifteen Years 12,333 1,669 28,127 42,129 321.3 44,112 341.1
Ten Years 11,482 948 11,506 23,936 139.4 25,070 150.7
Five Years 10,314 586 3,880 14,780 47.8 15,472 54.7
One Year 9,999 38 574 10,611 6.1 11,115 11.2
Year to Date 10,295 0 432 10,727 7.3 11,228 12.3
CLASS B SHARES
Life of Fund(++) 10,181 39 660 10,580 5.8 10,880 8.8
One Year 10,476 39 502 10,717 7.2 11,017 10.2
Year to Date 10,788 0 378 10,766 7.7 11,166 11.7
CLASS C SHARES
Life of Fund(++) 10,211 39 669 * * 10,919 9.2
One Year 10,486 39 508 * * 11,033 10.3
Year to Date 10,786 0 383 * * 11,169 11.7
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
--------------------------------------------------------------------------------------------------
Salomon
TOTAL Consumer CDA Bros. IBC's U.S. Towers Data
RETURN Price Municipal High Grade Lehman Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Corp.(5) Muni(6) Index(7) Index(8) CD Index(9)
- ----------------- -------- --------- ---------- ------------ ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 172.5% * 550.5% * 320.9% 307.8% 352.3%
Fifteen Years 82.0 261.8 508.8 301.9 198.8 194.1 215.1
Ten Years 41.1 130.1 197.1 151.2 75.0 76.4 79.2
Five Years 15.2 48.6 70.9 52.9 23.5 25.5 25.1
One Year 2.3 9.5 18.2 11.2 5.3 5.9 5.8
Year to Date 2.1 11.2 16.7 12.8 4.1 2.7 2.6
</TABLE>
<TABLE>
<CAPTION>
Salomon Towers
Bros. IBC's Data
AVERAGE ANNUAL Fund Fund Fund Consumer CDA High Lehman Money U.S. Systems
TOTAL RETURN Class A Class B Class C Price Municipal Grade Bros. Fund T-Bill CD
TABLE Shares Shares Shares Index(3) Fund(4) Corp.(5) Muni(6) Index(7) Index(8) Index(9)
- ---------------- -------- ------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
Fund(+)(++) 7.8% 4.3%(10) 6.8 % 5.3% NA % 10.1% *% 7.7% 7.5% 8.1%
Indices
(5-31-94) * * * 2.7 7.1 12.6 8.3 5.0 6.1 6.0
Fifteen Years 10.1 * * 4.1 9.0 12.8 9.7 7.6 7.5 8.0
Ten Years 9.1 * * 3.5 8.7 11.5 9.7 5.8 5.8 6.0
Five Years 8.1 * * 2.9 8.2 11.3 8.9 4.3 4.7 4.6
One Year 6.1 7.2 10.3 2.3 9.5 18.2 11.2 5.3 5.9 5.8
</TABLE>
- ---------------
+ Since April 20, 1976 for Class A shares.
++ Since May 31, 1994 for Class B & C shares.
* Not applicable.
See footnotes following tables.
B-21
<PAGE> 77
<TABLE>
<CAPTION>
INTERMEDIATE MUNICIPAL FUND--SEPTEMBER 30, 1995
----------------------------------------------------------------------------------------------------------
Initial Income Ending Percentage Ending Percentage
TOTAL $10,000 Capital Gain Dividends Value Increase Value Increase
RETURN Investment Dividends Reinvested (adjusted) (adjusted) (unadjusted) (unadjusted)
TABLE (1) Reinvested (2) (1) (1) (1) (1)
- ------------------ ---------- ------------ ---------- ---------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of Fund(+) $ 10,420 $0 $479 $ 10,899 9.0% $ 11,208 12.1%
Year to Date 10,356 0 401 10,757 7.6 11,061 10.6
CLASS B SHARES
Life of Fund(+) 10,716 0 397 10,713 7.1 11,113 11.1
Year to Date 10,648 0 336 10,584 5.8 10,984 9.8
CLASS C SHARES
Life of Fund(+) 10,726 0 417 * * 11,143 11.4
Year to Date 10,647 0 350 * * 10,997 10.0
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
--------------------------------------------------------------------------------------------------
Salomon
TOTAL Consumer CDA Bros. IBC's U.S. Towers Data
RETURN Price Municipal High Grade Lehman Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Corp.(5) Muni(6) Index(7) Index(8) CD Index(9)
- ----------------- -------- --------- ---------- ------------ ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 2.3% 11.4% 18.8% 13.2% 5.0% 5.9% 5.8%
Year to Date 2.1 11.2 16.7 12.8 4.1 2.7 2.6
</TABLE>
<TABLE>
<CAPTION>
Salomon Towers
Bros. IBC's Data
AVERAGE ANNUAL Fund Fund Fund Consumer CDA High Lehman Money U.S. Systems
TOTAL RETURN Class A Class B Class C Price Municipal Grade Bros. Fund T-Bill CD
TABLE Shares Shares Shares Index(3) Fund(4) Corp.(5) Muni(6) Index(7) Index(8) Index(9)
- ---------------- -------- ----------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 9.8% 7.8%(10) 12.5% 2.5% 12.5% 20.6% 14.4% 5.5% 6.4% 6.3%
</TABLE>
- ---------------
+ Since November 1, 1994 for all classes.
* Not applicable.
See footnotes following tables.
B-22
<PAGE> 78
<TABLE>
<CAPTION>
CALIFORNIA FUND--AUGUST 31, 1995
----------------------------------------------------------------------------------------------------------
TOTAL Initial Capital Gain Income Ending Percentage Ending Percentage
RETURN $10,000 Dividends Dividends Value Increase Value Increase
TABLE Investment(1) Reinvested Reinvested(2) (adjusted)(1) (adjusted)(1) (unadjusted)(1) (unadjusted)(1)
- ----------------- ------------ ------------ ------------ ------------ ------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of Fund(+) $ 11,256 $ 1,892 $ 16,274 $ 29,422 194.2% $ 30,789 207.9%
Ten Years 10,840 1,466 10,487 22,793 127.9 23,867 138.7
Five Years 10,082 699 3,571 14,352 43.5 15,033 50.3
One Year 9,722 51 553 10,326 3.3 10,813 8.1
Year to Date 10,279 0 382 10,661 6.6 11,161 11.6
CLASS B SHARES
Life of Fund(++) 10,166 54 610 10,530 5.3 10,830 8.3
One Year 10,180 53 484 10,417 4.2 10,717 7.2
Year to Date 10,761 0 335 10,696 7.0 11,096 11.0
CLASS C SHARES
Life of Fund(++) 10,153 53 605 * * 10,811 8.1
One Year 10,166 53 489 * * 10,708 7.1
Year to Date 10,746 0 337 * * 11,083 10.8
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
------------------------------------------------------------------------------------
TOTAL Consumer CDA IBC's U.S. Towers Data
RETURN Price Municipal Lehman Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Muni(6) Index(7) Index(8) CD Index(9)
- ------------------ -------- --------- ------------ ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 55.8% 189.5% 213.9% 117.3% 118.7% 125.7%
Ten Years 41.2 126.5 147.1 75.2 76.4 79.2
Five Years 15.9 47.9 52.0 23.7 25.5 25.1
One Year 2.4 7.3 8.9 5.3 5.9 5.8
Year to Date 1.8 10.5 12.1 3.7 2.7 2.6
</TABLE>
<TABLE>
<CAPTION>
Towers
IBC's Data
AVERAGE ANNUAL Fund Fund Fund Consumer CDA Lehman Money U.S. Systems
TOTAL RETURN Class A Class B Class C Price Municipal Brothers Fund T-Bill CD
TABLE Shares Shares Shares Index(3) Fund(4) Muni(6) Index(7) Index(8) Index(9)
- ------------------ ------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
Fund(+)(++) 9.0% 4.2%(10) 6.4% 3.6% 8.9% 9.6% 6.4% 6.4% 6.7%
Indices (5-31-94) * * * 2.7 7.0 8.4 5.0 6.6 6.5
Ten Years 8.6 * * 3.5 8.5 9.5 5.8 5.8 6.0
Five Years 7.5 * * 3.0 8.1 8.7 4.3 4.7 4.6
One Year 3.3 4.2 7.1 2.4 7.3 8.9 5.3 5.9 5.8
</TABLE>
- ---------------
+ Since February 17, 1983 for Class A shares.
++ Since May 31, 1994 for Class B & C shares.
* Not applicable.
See footnotes following tables.
B-23
<PAGE> 79
<TABLE>
<CAPTION>
FLORIDA FUND--AUGUST 31, 1995
-------------------------------------------------------------------------------------------------------
TOTAL Initial Capital Gain Income Ending Percentage Ending Percentage
RETURN $10,000 Dividends Dividends Value Increase Value Increase
TABLE Investment(1) Reinvested Reinvested(2) (adjusted)(1) (adjusted)(1) (unadjusted)(1) (unadjusted)(1)
- ------------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of Fund(+) $ 10,321 $ 431 $ 3,098 $ 13,850 38.5% $ 14,507 45.1%
One Year 9,698 139 533 10,370 3.7 10,862 8.6
Year to Date 10,219 0 364 10,583 5.8 11,079 10.8
CLASS B SHARES
Life of Fund(++) 10,128 146 573 10,547 5.5 10,847 8.5
One Year 10,158 145 464 10,467 4.7 10,767 7.7
Year to Date 10,710 0 317 10,627 6.3 11,027 10.3
CLASS C SHARES
Life of Fund(++) 10,128 147 589 * * 10,864 8.6
One Year 10,159 145 480 * * 10,784 7.8
Year to Date 10,710 0 326 * * 11,036 10.4
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
-----------------------------------------------------------------------------------
TOTAL Consumer CDA IBC's U.S. Towers Data
RETURN Price Municipal Lehman Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Muni(6) Index(7) Index(8) CD Index(9)
- ------------------- -------- --------- ------------ ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 12.8% 37.4% 40.6% 18.2% 21.5% 20.6%
One Year 2.4 7.3 8.9 5.3 5.9 5.8
Year to Date 1.8 10.5 12.1 3.7 2.7 2.6
</TABLE>
<TABLE>
<CAPTION>
AVERAGE
ANNUAL
TOTAL Fund Fund Fund Consumer CDA Lehman IBC's U.S. Towers Data
RETURN Class A Class B Class C Price Municipal Brothers Money Fund T-Bill Systems
TABLE Shares Shares Shares Index(3) Fund(4) Muni(6) Index(7) Index(8) CD Index(9)
- ---------- ------- ------- ------- -------- --------- -------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
Fund(+)(++) 7.8% 4.4%(10) 6.8% 2.8% 7.6% 8.1% 3.9% 4.6% 4.4%
Indices
(5-31-94) * * * 2.7 7.0 8.4 5.0 6.6 6.5
One Year 3.7 4.7 7.8 2.4 7.3 8.9 5.3 5.9 5.8
</TABLE>
- ---------------
+ Since April 25, 1991 for Class A shares.
++ Since May 31, 1994 for Class B & C shares.
* Not applicable.
See footnotes following tables.
B-24
<PAGE> 80
MICHIGAN FUND--AUGUST 31, 1995
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
TOTAL Initial Capital Gain Income Ending Percentage Ending Percentage
RETURN $10,000 Dividends Dividends Value Increase Value Increase
TABLE Investment(1) Reinvested Reinvested(2) (adjusted)(1) (adjusted)(1) (unadjusted)(1) (unadjusted)(1)
- ----------------- ------------ ------------ ------------ ------------ ------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of Fund(+) $ 9,809 $ 0 $ 217 $ 10,026 0.3 % $ 10,501 5.0 %
CLASS B SHARES
Life of Fund(+) 10,284 0 188 10,072 0.7 10,472 4.7
CLASS C SHARES
Life of Fund(+) 10,274 0 189 * * 10,463 4.6
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
------------------------------------------------------------------------------------
TOTAL Consumer CDA IBC's U.S. Towers Data
RETURN Price Municipal Lehman Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Muni(6) Index(7) Index(8) CD Index(9)
- ------------------ -------- --------- ------------ ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 1.1% 3.8% 5.9% 2.3% 2.7% 2.6%
</TABLE>
<TABLE>
<CAPTION>
Towers
IBC's Data
AVERAGE ANNUAL Fund Fund Fund Consumer CDA Lehman Money U.S. Systems
TOTAL RETURN Class A Class B Class C Price Municipal Brothers Fund T-Bill CD
TABLE Shares Shares Shares Index(3) Fund(4) Muni(6) Index(7) Index(8) Index(9)
- ------------------ ------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 0.6 % 1.6%(10) 10.3 % 2.3 % 9.4 % 13.3 % 5.6 % 5.9 % 5.8 %
</TABLE>
- ---------------
+ Since March 15, 1995 for all classes.
* Not applicable.
See footnotes following tables.
B-25
<PAGE> 81
NEW JERSEY FUND--AUGUST 31, 1995
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
TOTAL Initial Capital Gain Income Ending Percentage Ending Percentage
RETURN $10,000 Dividends Dividends Value Increase Value Increase
TABLE Investment(1) Reinvested Reinvested(2) (adjusted)(1) (adjusted)(1) (unadjusted)(1) (unadjusted)(1)
- ----------------- ------------ ------------ ------------ ------------ ------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of Fund(+) $ 9,799 $ 0 $ 216 $ 10,015 0.2 % $ 10,489 4.9 %
CLASS B SHARES
Life of Fund(+) 10,284 0 185 10,069 0.7 10,469 4.7
CLASS C SHARES
Life of Fund(+) 10,285 0 190 * * 10,475 4.8
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
------------------------------------------------------------------------------------
TOTAL Consumer CDA IBC's U.S. Towers Data
RETURN Price Municipal Lehman Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Muni(6) Index(7) Index(8) CD Index(9)
- ------------------ -------- --------- ------------ ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 1.1% 3.8% 5.9% 2.3% 2.7% 2.6%
</TABLE>
<TABLE>
<CAPTION>
Towers
IBC's Data
AVERAGE ANNUAL Fund Fund Fund Consumer CDA Lehman Money U.S. Systems
TOTAL RETURN Class A Class B Class C Price Municipal Brothers Fund T-Bill CD
TABLE Shares Shares Shares Index(3) Fund(4) Muni(6) Index(7) Index(8) Index(9)
- ------------------ ------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 0.3 % 1.5%(10) 10.6 % 2.3 % 9.4 % 13.3 % 5.6 % 5.9 % 5.8 %
</TABLE>
- ---------------
+ Since March 15, 1995 for all classes.
* Not applicable.
See footnotes following tables.
B-26
<PAGE> 82
<TABLE>
<CAPTION>
NEW YORK FUND--AUGUST 31, 1995
--------------------------------------------------------------------------------------------------------
TOTAL Initial Capital Gain Income Ending Percentage Ending Percentage
RETURN $10,000 Dividends Dividends Value Increase Value Increase
TABLE Investment(1) Reinvested Reinvested(2) (adjusted)(1) (adjusted)(1) (unadjusted)(1) (unadjusted)(1)
- ------------ ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of
Fund(+) $ 10,854 $ 656 $ 8,534 $ 20,044 100.4% $ 20,994 109.9%
Five Years 10,415 458 3,720 14,593 45.9 15,285 52.9
One Year 9,608 121 544 10,273 2.7 10,762 7.6
Year to Date 10,189 0 374 10,563 5.6 11,064 10.6
CLASS B SHARES
Life of
Fund(++) 10,028 127 589 10,444 4.4 10,744 7.4
One Year 10,066 126 473 10,365 3.7 10,665 6.7
Year to Date 10,672 0 324 10,596 6.0 10,996 10.0
CLASS C SHARES
Life of
Fund(++) 10,018 127 594 * * 10,739 7.4
One Year 10,057 126 482 * * 10,665 6.7
Year to Date 10,662 0 330 * * 10,992 9.9
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
----------------------------------------------------------------------------------
TOTAL Consumer CDA IBC's U.S. Towers Data
RETURN Price Municipal Lehman Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Muni(6) Index(7) Index(8) CD Index(9)
- ------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 39.5% 113.4% 131.0% 71.1% 70.3% 72.5%
Five Years 15.9 47.9 52.0 23.7 25.5 25.1
One Year 2.4 7.3 8.9 5.3 5.9 5.8
Year to Date 1.8 10.5 12.1 3.7 2.7 2.6
</TABLE>
<TABLE>
<CAPTION>
Towers
Data
AVERAGE ANNUAL Fund Fund Fund Consumer CDA Lehman IBC's U.S. Systems
TOTAL RETURN Class A Class B Class C Price Municipal Brothers Money Fund T-Bill CD
TABLE Shares Shares Shares Index(3) Fund(4) Muni(6) Index(7) Index(8) Index(9)
- --------------------- -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of Fund(+)(++) 7.5% 3.5%(10) 5.9% 3.5% 8.2% 9.0% 5.7% 5.7% 5.8%
Indices (5-31-94) * * * 2.7 7.0 8.4 5.0 6.6 6.5
Five Year 7.9 * * 3.0 8.1 8.7 4.3 4.7 4.6
One Year 2.7 3.7 6.7 2.4 7.3 8.9 5.3 5.9 5.8
</TABLE>
- ---------------
+ Since December 31, 1985 for Class A shares.
++ Since May 31, 1994 for Class B & C shares.
* Not applicable.
See footnotes following tables.
B-27
<PAGE> 83
<TABLE>
<CAPTION>
OHIO FUND--AUGUST 31, 1995
-------------------------------------------------------------------------------------------------------
TOTAL Initial Capital Gain Income Ending Percentage Ending Percentage
RETURN $10,000 Dividends Dividends Value Increase Value Increase
TABLE Investment(1) Reinvested Reinvested(2) (adjusted)(1) (adjusted)(1) (unadjusted)(1) (unadjusted)(1)
- ------------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of Fund(+) $ 9,859 $ 0 $ 1,387 $ 11,246 12.5% $ 11,779 17.8%
One Year 9,800 0 533 10,333 3.3 10,820 8.2
Year to Date 10,250 0 359 10,609 6.1 11,109 11.1
CLASS B SHARES
Life of Fund(++) 10,283 0 641 10,624 6.2 10,924 9.2
One Year 10,262 0 495 10,457 4.6 10,757 7.6
Year to Date 10,733 0 323 10,656 6.6 11,056 10.6
CLASS C SHARES
Life of Fund(++) 10,283 0 640 * * 10,923 9.2
One Year 10,261 0 495 * * 10,756 7.6
Year to Date 10,733 0 323 * * 11,056 10.6
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
---------------------------------------------------------------------------------
TOTAL Consumer CDA Lehman IBC's U.S. Towers Data
RETURN Price Municipal Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Muni(6) Index(7) Index(8) CD Index(9)
- ------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 6.5% 12.9% 15.1% 9.7% 11.8% 11.3%
One Year 2.4 7.3 8.9 5.3 5.9 5.8
Year to Date 1.8 10.5 12.1 3.7 2.7 2.6
</TABLE>
<TABLE>
<CAPTION>
Towers
Fund IBC's Data
AVERAGE ANNUAL Fund Class Fund Consumer CDA Lehman Money U.S. Systems
TOTAL RETURN Class A B Class C Price Municipal Brothers Fund T-Bill CD
TABLE Shares Shares Shares Index(3) Fund(4) Muni(6) Index(7) Index(8) Index(9)
--------------- -------- ----- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
Fund(+)(++) 4.9% 5.0%(10) 7.3% 2.6% 5.1% 5.9% 3.9% 4.7% 4.5%
Indices
(5.-31-94) * * * 2.7 7.0 8.4 5.0 6.6 6.5
One Year 3.3 4.6 7.6 2.4 7.3 8.9 5.3 5.9 5.8
</TABLE>
- ---------------
+ Since March 22, 1993 for Class A shares.
++ Since May 31, 1994 for Class B & C shares.
* Not applicable.
See footnotes following tables.
B-28
<PAGE> 84
PENNSYLVANIA FUND--AUGUST 31, 1995
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
TOTAL Initial Capital Gain Income Ending Percentage Ending Percentage
RETURN $10,000 Dividends Dividends Value Increase Value Increase
TABLE Investment(1) Reinvested Reinvested(2) (adjusted)(1) (adjusted)(1) (unadjusted)(1) (unadjusted)(1)
- ----------------- ------------ ------------ ------------ ------------ ------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of Fund(+) $ 9,859 $ 0 $ 218 $ 10,077 0.8 % $ 10,554 5.5 %
CLASS B SHARES
Life of Fund(+) 10,316 0 189 10,105 1.1 10,505 5.1
CLASS C SHARES
Life of Fund(++) 10,326 0 192 * * 10,518 5.2
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
------------------------------------------------------------------------------------
TOTAL Consumer CDA IBC's U.S. Towers Data
RETURN Price Municipal Lehman Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Muni(6) Index(7) Index(8) CD Index(9)
- ------------------ -------- --------- ------------ ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 1.1% 3.8% 5.9% 2.3% 2.7% 2.6%
</TABLE>
<TABLE>
<CAPTION>
Towers
IBC's Data
AVERAGE ANNUAL Fund Fund Fund Consumer CDA Lehman Money U.S. Systems
TOTAL RETURN Class A Class B Class C Price Municipal Brothers Fund T-Bill CD
TABLE Shares Shares Shares Index(3) Fund(4) Muni(6) Index(7) Index(8) Index(9)
- ------------------ ------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 1.7 % 2.3%(10) 11.6 % 2.3 % 9.4 % 13.3 % 5.6 % 5.9 % 5.8 %
</TABLE>
- ---------------
+ Since March 15, 1995 all classes.
* Not applicable.
See footnotes following tables.
B-29
<PAGE> 85
<TABLE>
<CAPTION>
TEXAS FUND--AUGUST 31, 1995
-----------------------------------------------------------------------------------------------------------
Capital
TOTAL Initial Gain Income Ending Percentage Ending Percentage
RETURN $10,000 Dividends Dividends Value Increase Value Increase
TABLE Investment(1) Reinvested Reinvested(2) (adjusted)(1) (adjusted)(1) (unadjusted)(1) (unadjusted)(1)
- ------------------- ----------- ----------- ----------- ------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS A SHARES
Life of Fund(+) $ 10,473 $ 189 $ 2,594 $ 13,256 32.6% $ 13,884 38.8%
One Year 9,812 77 545 10,434 4.3 10,928 9.3
Year to Date 10,225 0 365 10,590 5.9 11,091 10.9
CLASS B SHARES
Life of Fund(++) 10,246 81 588 10,615 7.2 10,915 9.2
One Year 10,266 80 470 10,516 5.2 10,816 8.2
Year to Date 10,699 0 320 10,619 6.2 11,019 10.2
CLASS C SHARES
Life of Fund(++) 10,246 81 596 * * 10,923 9.2
One Year 10,266 80 481 * * 10,827 8.3
Year to Date 10,698 0 321 * * 11,019 10.2
</TABLE>
<TABLE>
<CAPTION>
COMPARED TO
---------------------------------------------------------------------------------
TOTAL Consumer CDA Lehman IBC's U.S. Towers Data
RETURN Price Municipal Bros. Money Fund T-Bill Systems
TABLE Index(3) Fund(4) Muni(6) Index(7) Index(8) CD Index(9)
- ------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Life of Fund(+) 11.3% 30.1% 33.0% 15.1% 18.1% 17.1%
One Year 2.4 7.3 8.9 5.3 5.9 5.8
Year to Date 1.8 10.5 12.1 3.7 2.7 2.6
</TABLE>
<TABLE>
<CAPTION>
Towers
Data
AVERAGE ANNUAL Fund Fund Fund Consumer CDA Lehman IBC's U.S. Systems
TOTAL RETURN Class A Class B Class C Price Municipal Brothers Money Fund T-Bill CD
TABLE Shares Shares Shares Index(3) Fund(4) Muni(6) Index(7) Index(8) Index(9)
- --------------- ---------- ------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
Fund(+)(++) 7.6% 4.9%(10) 7.3% 2.8% 7.1% 7.7% 3.7% 4.4% 4.2%
Indices
(5-31-94) * * * 2.7 7.0 8.4 5.0 6.6 6.5
One Year 4.3 5.2 8.3 2.4 7.3 8.9 5.3 5.9 5.8
</TABLE>
- ---------------
* Not available.
+ Since November 1, 1991 for Class A shares.
++ Since May 31, 1994 for Class B & C shares.
* Not applicable.
See footnotes following tables.
FOOTNOTES FOR ALL FUNDS
(1) The Initial Investment and adjusted amounts for Class A shares were adjusted
for the maximum initial sales charge at the beginning of the period, which is
4.5%. The Initial Investment for Class B and Class C shares was not adjusted.
Amounts were adjusted for Class B shares for the contingent deferred sales
charge that may be imposed at the end of the period based upon the schedule for
shares sold currently, see "Redemption or Repurchase of Shares" in the
prospectus. No adjustments were made to Class C shares since they do not have an
initial or contingent deferred sales charge.
(2) Includes short-term capital gain dividends, if any.
(3) The Consumer Price Index is a statistical measure of change, over time, in
the prices of goods and services in major expenditure groups for all urban
consumers. Source is Towers Data Systems.
(4) CDA Mutual Fund--Municipal Bond Index is a net asset weighted index of the
performance of certain mutual funds tracked by CDA Investment Technologies,
Inc., Silver Spring, Maryland. This includes mutual funds that invest primarily
in medium- and long-term issues of municipalities. Performance is based on
changes in net asset value with all dividends reinvested and with no adjustment
for sales charges.
B-30
<PAGE> 86
(5) Salomon Brothers High Grade Corporate Bond Index is on a total return basis
with all dividends reinvested and is comprised of high grade long-term (taxable)
industrial and utility bonds rated in the top two rating categories. This index
is unmanaged. Source is Towers Data Systems.
(6) Lehman Brothers Municipal Bond Index is on a total return basis with all
dividends reinvested and is comprised of high grade long-term municipal bonds.
This index is unmanaged. Source is Towers Data Systems.
(7) IBC/Donoghue's All-Taxable Money Fund Averages(R) is currently based upon
the total return, assuming reinvestment of dividends, of 556 taxable money
market funds. Source is CDA Investment Technologies, Inc., Silver Spring,
Maryland.
(8) U.S. Treasury Bill Index is an unmanaged index based on the average monthly
yield of U.S. Treasury Bills maturing in 6 months. Source is Towers Data
Systems.
(9) Certificate of Deposit Index is an unmanaged index based on the average
monthly yield of 6 month certificates of deposit. Source is Towers Data Systems.
(10) The effect of the adjustment for the applicable contingent deferred sales
charge reduces performance to a greater extent when performance is calculated
for a period of less than one year under the Securities and Exchange Commission
standardized formula.
Investors may want to compare a Fund's performance to that of certificates of
deposit offered by banks and other depository institutions. Certificates of
deposit represent an alternative (taxable) income producing product.
Certificates of deposit may offer fixed or variable interest rates and principal
is guaranteed and may be insured. Withdrawal of the deposits prior to maturity
normally will 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. Redemption of Class B shares may
be subject to a contingent deferred sales charge. The bonds held by a Fund 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. 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. 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.
Redemption of Class B shares may be subject to a contingent deferred sales
charge. Each Fund's yield will also fluctuate.
Investors may also want to compare performance of a Fund to that of money market
funds. Money market fund yields will fluctuate and shares are not insured, but
share values usually remain stable.
From time to time, a Fund may compare its after-tax total return to that of
taxable investments, including but not limited to certificates of deposit,
taxable money market funds or U.S. Treasury bills. Tax equivalent total return
represents the total return that would be generated by a taxable investment that
produced the same amount of after-tax income and change in net asset value as
the Fund in each period.
B-31
<PAGE> 87
The following tables illustrate an assumed $10,000 investment in Class A shares
of each Fund which includes the maximum sales charge of 4.5% (2.75% for the
Intermediate Municipal Fund), with income and capital gain dividends reinvested
in additional shares. Each table covers the period from commencement of
operations of the Fund to September 30, 1995 for the Municipal and the
Intermediate Municipal Funds and to August 31, 1995 for the State Funds.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MUNICIPAL FUND
--------- DIVIDENDS -------- ----- CUMULATIVE VALUE OF SHARES ACQUIRED -------------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1976 $ 267 $ 0 $ 10,133 $ 282 $ 0 $10,415
1977 561 0 10,343 854 0 11,197
1978 596 93 9,550 1,360 88 10,998
1979 669 0 8,882 1,887 80 10,849
1980 810 0 7,067 2,217 65 9,349
1981 947 0 5,740 2,622 52 8,414
1982 1,123 0 7,334 4,639 67 12,040
1983 1,308 0 7,583 6,105 69 13,757
1984 1,301 0 7,630 7,477 70 15,177
1985 1,423 0 8,490 9,821 78 18,389
1986 1,543 0 9,369 12,444 85 21,898
1987 1,664 0 8,948 13,543 82 22,573
1988 1,797 0 9,006 15,437 82 24,525
1989 1,855 0 9,330 17,881 86 27,297
1990 1,956 0 9,273 19,756 85 29,114
1991 1,930 351 9,712 22,679 444 32,834
1992 2,240 378 9,779 25,090 827 35,694
1993 2,528 868 10,144 28,554 1,711 40,409
1994 2,307 141 8,996 27,528 1,659 38,183
September 30, 1995 1,698 0 9,695 31,389 1,787 42,871
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
INTERMEDIATE MUNICIPAL FUND
------------ DIVIDENDS ------- ----- CUMULATIVE VALUE OF SHARES ACQUIRED ------------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1994 $ 67 $ 0 $ 9,785 $ 68 $ 0 $ 9,853
September 30, 1995 399 0 10,420 479 0 10,899
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
B-32
<PAGE> 88
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CALIFORNIA FUND
--------- DIVIDENDS --------- --------- CUMULATIVE VALUE OF SHARES ACQUIRED ----------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1983 $ 652 $ 0 $ 9,242 $ 645 $ 0 $ 9,888
1984 924 0 9,111 1,565 0 10,680
1985 1,036 0 10,184 2,845 0 13,029
1986 1,086 0 11,171 4,243 0 15,419
1987 1,189 0 10,781 5,284 0 16,065
1988 1,170 204 10,673 6,393 206 17,272
1989 1,273 236 10,964 7,840 449 19,252
1990 1,292 0 10,950 9,145 448 20,542
1991 1,371 76 11,408 10,936 543 22,887
1992 1,435 260 11,501 12,465 807 24,773
1993 1,614 1,016 11,746 14,322 1,823 27,891
1994 1,460 134 10,460 14,144 1,758 26,362
August 31, 1995 1,036 0 11,256 16,274 1,892 29,422
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FLORIDA FUND
-------- DIVIDENDS --------- ---------- CUMULATIVE VALUE OF SHARES ACQUIRED --------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1991 $ 452 $ 0 $ 10,043 $ 466 $ 0 $10,509
1992 666 39 10,274 1,153 39 11,466
1993 829 217 10,724 2,032 255 13,011
1994 649 173 9,648 2,451 403 12,502
August 31, 1995 470 0 10,321 3,098 431 13,850
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MICHIGAN FUND
-------- DIVIDENDS --------- ---------- CUMULATIVE VALUE OF SHARES ACQUIRED ---------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
August 31, 1995 $ 216 $ 0 $9,809 $217 $ 0 $10,026
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NEW JERSEY FUND
---------- DIVIDENDS -------- ---------- CUMULATIVE VALUE OF SHARES ACQUIRED --------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
August 31, 1995 $ 215 $ 0 $9,799 $216 $ 0 $10,015
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
B-33
<PAGE> 89
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NEW YORK FUND
--------- DIVIDENDS -------- ------- CUMULATIVE VALUE OF SHARES ACQUIRED ----------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1985 $ 0 $ 0 $ 9,550 $ 0 $ 0 $ 9,550
1986 434 0 10,304 449 0 10,753
1987 583 0 9,640 1,000 0 10,640
1988 606 0 9,831 1,632 0 11,463
1989 884 25 10,224 2,591 25 12,840
1990 930 0 10,083 3,494 25 13,602
1991 949 0 10,706 4,690 26 15,423
1992 1,025 84 10,937 5,826 111 16,876
1993 1,080 329 11,437 7,180 443 19,060
1994 996 220 10,171 7,331 615 18,117
August 31, 1995 698 0 10,854 8,534 656 20,044
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
OHIO FUND
--------- DIVIDENDS -------- ------- CUMULATIVE VALUE OF SHARES ACQUIRED ----------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1993 $ 421 $ 0 $ 10,080 $ 429 $ 0 $10,509
1994 565 0 9,186 938 0 10,124
August 31, 1995 374 0 9,859 1,387 0 11,246
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PENNSYLVANIA FUND
--------- DIVIDENDS -------- ------- CUMULATIVE VALUE OF SHARES ACQUIRED ----------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
August 31, 1995 $ 216 $ 0 $9,859 $218 $ 0 $10,077
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TEXAS FUND
--------- DIVIDENDS -------- ------- CUMULATIVE VALUE OF SHARES ACQUIRED ----------
ANNUAL ANNUAL
YEAR INCOME CAPITAL GAIN REINVESTED REINVESTED
ENDED DIVIDENDS DIVIDENDS INITIAL INCOME CAPITAL GAIN TOTAL
12/31+ REINVESTED* REINVESTED INVESTMENT DIVIDENDS DIVIDENDS* VALUE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1991 $ 86 $ 0 $ 9,698 $ 87 $ 0 $ 9,785
1992 622 0 10,030 722 0 10,752
1993 703 94 10,693 1,485 93 12,271
1994 660 91 9,779 1,996 177 11,952
August 31, 1995 449 0 10,473 2,594 189 13,256
</TABLE>
+ Unless otherwise noted.
* Includes short-term capital gain dividends, if any.
- --------------------------------------------------------------------------------
B-34
<PAGE> 90
The following tables compare the performance of the Class A shares of the
Municipal Fund, the California Fund, the Florida Fund, the New York Fund, the
Ohio Fund and the Texas Fund over various periods with that of other mutual
funds within the categories described below according to data reported by Lipper
Analytical Services, Inc. ("Lipper"), New York, New York, which is a mutual fund
reporting service. Lipper performance figures are based on changes in net asset
value, with all income and capital gain dividends reinvested. Such calculations
do not include the effect of any sales charges. Future performance cannot be
guaranteed. Lipper publishes performance analyses on a regular basis. The funds
in each Lipper category have a variety of objectives, policies and market and
credit risks that should be considered in reviewing the rankings.
MUNICIPAL FUND
<TABLE>
<CAPTION>
Lipper-Fixed
Income Fund
Performance Analysis
----------------------
General
Municipal
Bond Funds
----------------------
<S> <C>
Fifteen Years (Period ended 9/30/95)........................................... 6 of 31
Ten Years (Period ended 9/30/95)............................................... 8 of 54
Five Years (Period ended 9/30/95).............................................. 14 of 98
One Year (Period ended 9/30/95)................................................ 31 of 213
</TABLE>
The Lipper General Municipal Bond Fund category includes funds which invest 60%
or more of their assets in the top four tax-exempt credit ratings.
CALIFORNIA FUND
<TABLE>
<CAPTION>
Lipper-Fixed
Income Fund
Performance Analysis
----------------------
California
Municipal
Bond Funds
----------------------
<S> <C>
Ten Years (Period ended 9/30/95)............................................... 1 of 20
Five Years (Period ended 9/30/95).............................................. 8 of 46
One Year (Period ended 9/30/95)................................................ 21 of 92
</TABLE>
The Lipper California Municipal Bond Funds category includes funds that limit at
least 65% of their investments to those securities that are exempt from federal
and State of California income tax (double tax exempt).
FLORIDA FUND
<TABLE>
<CAPTION>
Lipper-Fixed
Income Fund
Performance Analysis
----------------------
Florida
Municipal
Bond Funds
----------------------
<S> <C>
One Year (Period ended 9/30/95)................................................ 16 of 71
</TABLE>
The Lipper Florida Municipal Bond Funds category includes funds that limit at
least 65% of their investments to those securities that are exempt from federal
income tax.
B-35
<PAGE> 91
NEW YORK FUND
<TABLE>
<CAPTION>
Lipper-Fixed
Income Fund
Performance Analysis
----------------------
New York
Municipal
Bond Funds
----------------------
<S> <C>
Five Years (Period ended 9/30/95).............................................. 4 of 39
One Year (Period ended 9/30/95)................................................ 22 of 79
</TABLE>
The Lipper New York Municipal Bond Funds category includes funds that limit at
least 65% of their investments to those securities that are exempt from federal,
State of New York and New York City income tax (triple tax exempt).
OHIO FUND
<TABLE>
<CAPTION>
Lipper-Fixed
Income Fund
Performance Analysis
----------------------
Ohio
Municipal
Bond Funds
----------------------
<S> <C>
One Year (Period ended 9/30/95)................................................ 5 of 45
</TABLE>
The Lipper Ohio Municipal Bond Funds category includes funds that limit at least
65% of their investments to those securities that are exempt from federal and
State of Ohio income tax (double tax exempt).
TEXAS FUND
<TABLE>
<CAPTION>
Lipper-Fixed
Income Fund
Performance Analysis
----------------------
Texas
Municipal
Bond Funds
----------------------
<S> <C>
One Year (Period ended 9/30/95)................................................ 6 of 23
</TABLE>
The Lipper Texas Municipal Bond Funds category includes funds that limit at
least 65% of their investments to those securities that are exempt from federal
income tax.
TAX-EXEMPT VERSUS TAXABLE YIELD. You may want to determine which
investment--tax-exempt or taxable--will provide you with a higher after-tax
return. To determine the taxable equivalent yield, simply divide the yield from
the tax-exempt investment by [1 minus your marginal tax rate]. The tables below
are provided for your convenience in making this calculation for selected
tax-exempt yields and taxable income levels. These yields are presented for
purposes of illustration only and are not representative of any yield that any
class of shares of a Fund may generate. The tables are based upon the 1995
federal and state tax rates and brackets.
B-36
<PAGE> 92
TAXABLE EQUIVALENT YIELD TABLE FOR PERSONS WHOSE ADJUSTED GROSS INCOME IS UNDER
$114,700
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YOUR
MARGINAL A TAX-EXEMPT YIELD OF:
TAXABLE INCOME FEDERAL TAX 4% 5% 6% 7% 8% 9%
SINGLE JOINT RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$22,750 - $56,550 $39,000 - $94,250 28.0% 5.56 6.94 8.33 9.72 11.11 12.50
- ----------------------------------------------------------------------------------------------------------------------
Over $56,550 Over $94,250 31.0 5.80 7.25 8.70 10.14 11.59 13.04
======================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMBINED
CALIFORNIA A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$23,350 - $25,083 $39,000 - $50,166 32.3% 5.91 7.39 8.86 10.34 11.82 13.30
- ----------------------------------------------------------------------------------------------------------------------
$25,083 - $31,700 $50,166 - $63,400 33.8 6.04 7.55 9.06 10.57 12.08 13.60
- ----------------------------------------------------------------------------------------------------------------------
$31,700 - $56,550 $63,400 - $94,250 34.7 6.13 7.66 9.19 10.72 12.25 13.78
- ----------------------------------------------------------------------------------------------------------------------
Over $56,550 Over $94,250 37.4 6.39 7.99 9.58 11.18 12.78 14.38
======================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMBINED
MICHIGAN A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$23,350 - $56,550 $39,000 - $94,250 31.2% 5.81 7.26 8.72 10.17 11.62 13.08
- ----------------------------------------------------------------------------------------------------------------------
Over $56,550 Over $94,250 34.0 6.06 7.58 9.10 10.61 12.13 13.64
======================================================================================================================
- ----------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMBINED
NEW JERSEY A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$23,350 - $35,000 $39,000 - $50,000 29.5% 5.68 7.10 8.51 9.93 11.35 12.77
- ----------------------------------------------------------------------------------------------------------------------
$50,000 - $70,000 30.1 5.73 7.16 8.59 10.02 11.45 12.88
- ----------------------------------------------------------------------------------------------------------------------
$35,000 - $40,000 $70,000 - $80,000 31.1 5.80 7.25 8.70 10.15 11.60 13.05
- ----------------------------------------------------------------------------------------------------------------------
$40,000 - $56,550 $80,000 - $94,250 32.3 5.91 7.39 8.87 10.34 11.82 13.30
- ----------------------------------------------------------------------------------------------------------------------
Over $56,550 Over $94,250 35.1 6.17 7.71 9.25 10.79 12.34 13.88
======================================================================================================================
</TABLE>
B-37
<PAGE> 93
TAXABLE EQUIVALENT YIELD TABLE FOR PERSONS WHOSE ADJUSTED GROSS INCOME IS UNDER
$114,700
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMBINED
N.Y. CITY,
N.Y. STATE A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
$23,350 - $56,550 $39,000 - $94,250 36.2% 6.27 7.84 9.41 10.98 12.55 14.12
- ----------------------------------------------------------------------------------------------------------------------
Over $56,550 Over $94,250 38.9 6.55 8.18 9.82 11.46 13.09 14.73
======================================================================================================================
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
COMBINED
OHIO A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$23,350 - $40,000 $39,000 - $40,000 31.2% 5.81 7.27 8.72 10.17 11.63 13.08
- ----------------------------------------------------------------------------------------------------------------------
$40,000 - $56,550 $40,000 - $80,000 31.7 5.86 7.32 8.78 10.25 11.71 13.18
- ----------------------------------------------------------------------------------------------------------------------
$56,550 - $80,000 34.6 6.12 7.64 9.17 10.70 12.23 13.76
- ----------------------------------------------------------------------------------------------------------------------
$80,000 - $94,250 32.3 5.91 7.38 8.86 10.34 11.81 13.29
- ----------------------------------------------------------------------------------------------------------------------
$80,000 - $100,000 $94,250 - $100,000 35.1 6.16 7.70 9.25 10.79 12.33 13.87
- ----------------------------------------------------------------------------------------------------------------------
Over $100,000 Over $100,000 35.8 6.23 7.79 9.35 10.90 12.46 14.01
======================================================================================================================
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
COMBINED
PENNSYLVANIA A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$23,350 - $56,550 $39,000 - $94,250 30.0% 5.72 7.14 8.57 10.00 11.43 12.86
- ----------------------------------------------------------------------------------------------------------------------
Over $56,550 Over $94,250 32.9 5.96 7.46 8.95 10.44 11.93 13.42
======================================================================================================================
</TABLE>
B-38
<PAGE> 94
TAXABLE EQUIVALENT YIELD TABLE FOR PERSONS WHOSE ADJUSTED GROSS INCOME IS OVER
$114,700*
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YOUR
TAXABLE INCOME MARGINAL A TAX-EXEMPT YIELD OF:
FEDERAL TAX 4% 5% 6% 7% 8% 9%
SINGLE JOINT RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$56,550- $117,950 $94,250 - $143,600 31.9% 5.87 7.34 8.81 10.28 11.75 13.22
- ----------------------------------------------------------------------------------------------------------------------
$117,950 - $256,500 $143,600 - $256,500 37.1 6.36 7.95 9.54 11.13 12.72 14.31
- ----------------------------------------------------------------------------------------------------------------------
Over $256,500 Over $256,500 40.8 6.76 8.45 10.14 11.82 13.51 15.20
======================================================================================================================
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
COMBINED
CALIFORNIA A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$109,936 - $117,950 38.7% 6.53 8.16 9.79 11.42 13.05 14.68
- -----------------------------------------------------------------------------------------------------------------------
$143,600 - $219,872 42.9 7.01 8.76 10.51 12.26 14.01 15.76
- -----------------------------------------------------------------------------------------------------------------------
$117,950 - $219,872 $219,872 - $256,500 43.4 7.07 8.83 10.60 12.37 14.13 15.90
- -----------------------------------------------------------------------------------------------------------------------
$219,872 - $256,500 44.0 7.14 8.93 10.71 12.50 14.29 16.07
- -----------------------------------------------------------------------------------------------------------------------
$256,500 - $439,744 46.7 7.50 9.38 11.26 13.13 15.01 16.89
- -----------------------------------------------------------------------------------------------------------------------
Over $256,500 Over $439,744 47.3 7.59 9.49 11.39 13.28 15.18 17.08
=======================================================================================================================
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
COMBINED
MICHIGAN A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$56,550 - $117,950 $94,250 - $143,600 34.9% 6.14 7.68 9.22 10.75 12.29 13.82
- -----------------------------------------------------------------------------------------------------------------------
$117,950 - $256,500 $143,600 - $256,500 39.9 6.66 8.32 9.98 11.65 13.31 14.98
- -----------------------------------------------------------------------------------------------------------------------
Over $256,500 Over $256,500 43.4 7.07 8.83 10.60 12.37 14.13 15.90
=======================================================================================================================
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
COMBINED
NEW JERSEY AND A TAX-EXEMPT YIELD OF:
TAXABLE INCOME FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$56,550 - $75,000 $94,250 - $143,600 36.0% 6.25 7.81 9.38 10.94 12.50 14.06
- ---------------------------------------------------------------------------------------------------------------------
$75,000 - $117,950 36.4 6.29 7.86 9.43 11.01 12.58 14.15
- ---------------------------------------------------------------------------------------------------------------------
$143,600 - $150,000 40.9 6.77 8.46 10.15 11.84 13.54 15.23
- ---------------------------------------------------------------------------------------------------------------------
$117,950 - $256,500 $150,000 - $256,500 41.2 6.80 8.50 10.20 11.90 13.61 15.31
- ---------------------------------------------------------------------------------------------------------------------
Over $256,500 Over $256,500 44.7 7.23 9.04 10.85 12.66 14.47 16.27
=====================================================================================================================
</TABLE>
B-39
<PAGE> 95
TAXABLE EQUIVALENT YIELD TABLE FOR PERSONS WHOSE ADJUSTED GROSS INCOME IS OVER
$114,700*
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COMBINED
N.Y. CITY,
N.Y. STATE A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$117,950 - $256,500 $143,600 - $256,500 44.3% 7.18 8.98 10.77 12.57 14.36 16.16
- -------------------------------------------------------------------------------------------------------------------
Over $256,500 Over $256,500 47.6 7.63 9.54 11.45 13.36 15.27 17.18
===================================================================================================================
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMBINED
OHIO AND A TAX-EXEMPT YIELD OF:
TAXABLE INCOME FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$117,950 - $200,000 $143,600 - $200,000 41.4% 6.83 8.53 10.24 11.95 13.65 15.36
- -------------------------------------------------------------------------------------------------------------------
$200,000 - $256,500 $200,000 - $256,500 41.8 6.87 8.59 10.31 12.03 13.75 15.46
- -------------------------------------------------------------------------------------------------------------------
Over $256,500 Over $256,500 45.2 7.30 9.12 10.95 12.77 14.60 16.42
===================================================================================================================
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMBINED
PENNSYLVANIA A TAX-EXEMPT YIELD OF:
TAXABLE INCOME AND FEDERAL 4% 5% 6% 7% 8% 9%
SINGLE JOINT TAX RATE IS EQUIVALENT TO A TAXABLE YIELD OF:
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$56,550 - $117,950 $94,250 - $143,600 33.8% 6.04 7.55 9.06 10.57 12.08 13.60
- -------------------------------------------------------------------------------------------------------------------
$117,950 - $256,500 $143,600 - $256,500 38.9 6.55 8.18 9.82 11.46 13.09 14.73
- -------------------------------------------------------------------------------------------------------------------
Over $256,500 Over $256,500 42.5 6.96 8.70 10.43 12.17 13.91 15.65
===================================================================================================================
</TABLE>
* This table assumes at least $3.75 of itemized deductions for each $100 of
adjusted gross income over $114,700. For a married couple with adjusted gross
income between $172,050 and $294,550 (single between $114,700 and $237,200),
add 0.7% to the tax rate for each personal and dependency exemption. The
taxable equivalent yield is the tax-exempt yield divided by: 100% minus the
adjusted tax rate. For example, if the table tax rate is 47.4% and you are
married with no dependents, the adjusted tax rate is 48.8% (47.4% + 0.7% +
0.7%). For a tax-exempt yield of 6%, the taxable equivalent yield is about
11.7% (6% / (100% - 48.8%)).
B-40
<PAGE> 96
INVESTMENT MANAGER AND UNDERWRITER
INVESTMENT MANAGER. Kemper Financial Services, Inc. ("KFS"), 120 South LaSalle
Street, Chicago, Illinois 60603, is the Trusts' investment manager. There is one
investment management agreement for the Municipal Fund, one for the Intermediate
Municipal Fund and a separate investment management agreement for the State
Funds. The agreements are substantially the same. Pursuant to the investment
management agreements, KFS acts as each Fund's investment adviser, manages its
investments, administers its business affairs, furnishes office facilities and
equipment, provides clerical, bookkeeping and administrative services and
permits any of its officers or employees to serve without compensation as
trustees or officers of the Trust if elected to such positions. The agreements
provide that the Trust pays the charges and expenses of its operations including
the fees and expenses of the trustees (except those who are officers or
employees of KFS), 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, taxes and membership dues. Each Trust bears the expenses of registration
of its shares with the Securities and Exchange Commission, while KDI, as
principal underwriter, pays the cost of qualifying and maintaining the
qualification of the Trust's shares for sale under the securities laws of the
various states. KFS has agreed to reimburse the Municipal Fund should all
operating expenses of that Fund, including the compensation of KFS, but
excluding interest, taxes, distribution fees, extraordinary expenses and
brokerage commissions or transaction costs, exceed 1% of average net assets of
the Municipal Fund on an annual basis. KFS has agreed to reimburse the
California Fund should all operating expenses of the California Fund, including
the compensation of KFS, but excluding taxes, interest, distribution services
fees, extraordinary expenses, and brokerage commissions or transaction costs,
exceed 1 1/2% of the first $30 million of average daily net assets and 1% of
average daily net assets over $30 million on an annual basis. KFS has agreed to
reimburse the Intermediate Municipal, Florida, New York, Ohio, Texas, Michigan,
New Jersey and Pennsylvania Funds to the extent required by applicable state
expense limitations should all operating expenses of each of these Funds,
including the investment management fees of KFS but excluding taxes,
distribution fees, interest, extraordinary expenses, brokerage commissions or
transaction costs and any other properly excludable expenses, exceed the
applicable state expense limitations. The Fund believes that the most
restrictive state expense limitation currently in effect would require that such
operating expenses not exceed 2.5% of the first $30 million of average daily net
assets, 2% of the next $70 million and 1.5% of average daily net assets over
$100 million.
The agreements provide that KFS shall not be liable for any error of judgment or
of law, or for any loss suffered by the Trusts 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 KFS in the performance of its
obligations and duties, or by reason of its reckless disregard of its
obligations and duties under the agreements.
Each of the investment management agreements continues in effect from year to
year so long as its continuation is approved at least annually by a majority of
the trustees of the applicable Trust who are not parties to such agreement or
interested persons of any such party except in their capacity as trustees of the
Trust and by the shareholders of the Fund subject thereto or the Board of
Trustees. Each agreement may be terminated at any time upon 60 days' notice by
either party, or by a majority vote of the outstanding shares of the Fund
subject thereto, and will terminate automatically upon assignment. If additional
Funds become subject to the investment management agreements, the provisions
concerning continuation, amendment and termination shall be on a Fund by Fund
basis. Additional Funds may be subject to a different agreement.
B-41
<PAGE> 97
The current investment management fee rates paid by the Funds are located in the
prospectus, see "Investment Manager and Underwriter." The investment management
fees paid by each Fund for its last three fiscal years are shown in the table
below.
<TABLE>
<CAPTION>
FUND FISCAL 1995 FISCAL 1994 FISCAL 1993
- ---- ----------- ----------- -----------
<S> <C> <C> <C>
Municipal.................................................. $14,685,000 15,291,000 13,328,000
Intermediate Municipal+.................................... $ 0*
California................................................. $ 5,765,000 6,827,000 6,864,000
Florida.................................................... $ 661,000 712,000 642,000*
Michigan++................................................. $ 0*
New Jersey++............................................... $ 0*
New York................................................... $ 1,738,000 1,959,000 1,728,000
Ohio....................................................... $ 108,000* 0* 0*
Pennsylvania++............................................. $ 0*
Texas...................................................... $ 54,000* 2,000* 0*
</TABLE>
- ---------------
+ Commenced operations November 1, 1994.
++ Commenced operations March 15, 1995.
* Fee waivers and/or expense absorptions in effect during the period, see
below.
Prior to May 31, 1994, the Municipal Fund paid an investment management fee,
payable monthly, at the annual rate of .55 of 1% of the first $200 million of
average daily net assets, .45 of 1% of the next $300 million of average daily
net assets, and .35 of 1% of average daily net assets over $500 million.
KFS agreed to waive its full investment management fee for the Intermediate
Municipal Fund from November 1, 1994 (commencement of operations) through April
30, 1995 and gradually institute the fee thereafter. If the fee waiver had not
been in effect for the fiscal period from November 1, 1994 to September 30,
1995, KFS would have received investment management fees from the Intermediate
Municipal Fund of $5,800.
Prior to May 31, 1994, the investment management fee applicable to each then
existing State Fund, payable monthly, was at the annual rate of .55 of 1% of
average daily net assets.
KFS agreed to waive its full investment management fee and absorb all other
operating expenses of the Florida Fund for the period from April 25, 1991
through December 31, 1991. For this purpose, "operating expenses" did not
include taxes, interest, extraordinary expenses, brokerage commissions or
transaction costs. Thereafter, KFS gradually reinstated the investment
management fee and other operating expenses until September 30, 1992 and these
fees and expenses were paid in full commencing October 1, 1992. If the fee
waiver had not been in effect for the fiscal year ended August 31, 1993, KFS
would have received investment management fees from the Florida Fund of
$656,000.
KFS agreed to waive its full investment management fee and to absorb all other
operating expenses of the Ohio Fund from March 22, 1993 (commencement of
operations) through June 30, 1994. Thereafter, the full management fee and all
other operating expenses were gradually instituted under a schedule determined
by KFS and fully reinstated by June 30, 1995. For this purpose, "operating
expenses" does not include taxes, interest, extraordinary expenses, brokerage
commissions or transaction costs. If the fee waiver had not been in effect for
the fiscal years ended August 31, 1995 and 1994 and the fiscal period from March
22, 1993 to August 31, 1993, KFS would have received investment management fees
from the Ohio Fund of $155,000, $107,000 and $25,000, respectively.
KFS agreed to waive its full investment management fee and absorb other
operating expenses of the Texas Fund for the period from November 1, 1991
(commencement of operations) through December 31, 1992. Thereafter, the Texas
Fund gradually started paying operating expenses until they were paid in full
(excluding the management fee)
B-42
<PAGE> 98
effective October 1, 1993. The management fee was instituted gradually
commencing June 1, 1994 and fully reinstated by June 30, 1995. For this purpose,
"operating expenses" do not include taxes, interest, extraordinary expenses,
brokerage commissions or transaction costs. If the fee waiver had not been in
effect for the fiscal year ended August 31, 1995, 1994 and 1993, KFS would have
received investment management fees from the Texas Fund of $83,000, $79,000 and
$55,000, respectively.
KFS agreed to waive its full investment management fee for the Michigan, New
Jersey and Pennsylvania Funds from March 15, 1995 (commencement of operations)
through September 15, 1995 and to gradually institute it thereafter. If the fee
waiver had not been in effect for the fiscal period from March 15, 1995 to
August 31, 1995, KFS would have received investment management fees from the
Michigan, New Jersey and Pennsylvania Funds of $5,000, $8,000 and $4,000,
respectively.
PRINCIPAL UNDERWRITER. Pursuant to separate underwriting and distribution
services agreements ("distribution agreements"), Kemper Distributors, Inc.
("KDI"), an affiliate of KFS, is the principal underwriter and distributor for
the shares of each Trust and acts as agent of each Trust 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 Trust pays the cost for the prospectus and shareholder reports
to be set in type and printed for existing shareholders, and KDI 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. Before February 1, 1995, KFS was the Funds'
principal underwriter and administrator.
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 the Trust, including the Trustees who are not interested
persons of the Trust 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
Trust 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 Trust 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
Investment Company Act of 1940. 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. 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.
B-43
<PAGE> 99
<TABLE>
<CAPTION>
COMMISSIONS
PAID TO KEMPER
FISCAL YEAR COMMISSIONS RETAINED COMMISSIONS UNDERWRITER AFFILIATED
CLASS A SHARES ENDED BY UNDERWRITER PAID TO ALL FIRMS FIRMS
--------------- -------------------- ----------------------- --------------
<S> <C> <C> <C> <C>
Municipal Fund...................... 9/30/95 $ 282,000 $ 1,977,000 $ 392,000
9/30/94 $ 638,000 $10,113,000 $2,519,000
9/30/93 $3,440,000 $20,649,000 $4,585,000
Intermediate Municipal Fund......... 11/1/94-9/30/95 $ 8,000 $ 44,000 $ 17,000
California Fund..................... 8/31/95 $ 140,000 $ 958,000 $ 265,000
8/31/94 $ 166,000 $ 2,510,000 $ 534,000
8/31/93 $ 644,000 $ 4,566,000 $ 724,000
Florida Fund........................ 8/31/95 $ 20,000 $ 125,000 $ 8,000
8/31/94 $ 32,000 $ 353,000 $ 22,000
8/31/93 $ 95,000 $ 623,000 $ 109,000
Ohio Fund........................... 8/31/95 $ 13,000 $ 86,000 $ 49,000
8/31/94 $ 14,000 $ 183,000 $ 98,000
3/22/93-8/31/93 $ 4,600 $ 266,000 $ 135,000
Michigan Fund....................... 3/15/95-8/31/95 $ 4,000 $ 31,000 $ 3,000
New Jersey Fund..................... 3/15/95-8/31/95 $ 3,000 $ 24,000 $ 2,000
New York Fund....................... 8/31/95 $ 42,000 $ 276,000 $ 8,000
8/31/94 $ 74,000 $ 1,203,000 $ 52,000
8/31/93 $ 220,000 $ 1,567,000 $ 83,000
Pennsylvania Fund................... 3/15/95-8/31/95 $ 2,000 $ 18,000 $ 3,000
Texas Fund.......................... 8/31/95 $ 5,000 $ 37,000 $ 0
8/31/94 $ 11,000 $ 135,000 $ 12,000
8/31/93 $ 18,000 $ 121,000 $ 7,800
</TABLE>
CLASS B AND C SHARES. Since the distribution agreement provides for fees charged
to Class B and Class C shares that are used by KDI to pay for distribution
services (see the prospectus under "Investment Manager and Underwriter"), the
agreement (the "Plan") is approved and renewed separately for the Class B and
Class C shares in accordance with Rule 12b-1 under the Investment Company Act of
1940, which regulates the manner in which an investment company may, directly or
indirectly, bear expenses of distributing its shares. Expenses of the Funds and
of KDI, KFS was the underwriter before February 1, 1995, in connection with the
Rule 12b-1 plans for the Class B and Class C Shares are set forth below. A
portion of the marketing, sales and operating expenses shown below could be
considered overhead expense.
<TABLE>
<CAPTION>
OTHER DISTRIBUTION EXPENSES PAID BY
CONTINGENT COMMISSIONS KDI
DISTRIBUTION DEFERRED TOTAL PAID BY KDI ------------------------------------
FEES PAID SALES COMMISSIONS TO KDI ADVERTISING MARKETING
BY FUND CHARGES PAID BY KDI AFFILIATED AND PROSPECTUS AND SALES
CLASS B SHARES FISCAL YEAR TO KDI TO KDI TO FIRMS FIRMS LITERATURE PRINTING EXPENSES
------------ ------------ ------------ ----------- ----------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Municipal Fund...... 1995 $182,000 $ 62,000 $ 572,000 $ 133,000 $68,000 $7,000 $308,000
Intermediate
Municipal Fund*.... 1995 $ 15,000 $ 3,000 $ 79,000 $ 46,000 $11,000 $1,000 $ 41,000
California Fund..... 1995 $ 58,000 $ 35,000 $ 349,000 $ 158,000 $36,000 $4,000 $171,000
Florida Fund........ 1995 $ 11,000 $ 4,000 $ 48,000 $ 5,000 $ 7,000 $ 0 $ 27,000
Michigan Fund**..... 1995 $ 1,000 $ 0 $ 23,000 $ 0 $ 3,000 $ 0 $ 10,000
New Jersey Fund**... 1995 $ 3,000 $ 1,000 $ 62,000 $ 0 $ 6,000 $ 0 $ 22,000
New York Fund....... 1995 $ 19,000 $ 18,000 $ 75,000 $ 4,000 $ 9,000 $1,000 $ 44,000
Ohio Fund........... 1995 $ 25,000 $ 11,000 $ 157,000 $ 38,000 $18,000 $2,000 $ 76,000
Pennsylvania
Fund**............. 1995 $ 2,000 $ 1,000 $ 26,000 $ 0 $ 3,000 $ 0 $ 11,000
Texas Fund.......... 1995 $ 2,000 $ 0 $ 13,000 $ 0 $ 2,000 $ 0 $ 6,000
<CAPTION>
OTHER DISTRIBUTION
EXPENSES PAID BY KDI
--------------------
OPERATING INTEREST
CLASS B SHARES EXPENSES EXPENSES
--------- --------
<S> <C> <C>
Municipal Fund...... $54,000 $95,000
Intermediate
Municipal Fund*.... $12,000 $ 8,000
California Fund..... $30,000 $37,000
Florida Fund........ $13,000 $ 7,000
Michigan Fund**..... $ 3,000 $ 1,000
New Jersey Fund**... $ 4,000 $ 2,000
New York Fund....... $15,000 $12,000
Ohio Fund........... $19,000 $19,000
Pennsylvania
Fund**............. $ 3,000 $ 1,000
Texas Fund.......... $10,000 $ 2,000
</TABLE>
- ---------------
* From 11/1/94 to 9/30/95.
** From 3/15/95 to 8/31/95.
B-44
<PAGE> 100
<TABLE>
<CAPTION>
DISTRIBUTION OTHER DISTRIBUTION
TOTAL FEES PAID EXPENSES PAID BY KDI
DISTRIBUTION DISTRIBUTION BY KDI ------------------------
FEES PAID FEES PAID TO KDI ADVERTISING
BY FUND BY KDI AFFILIATED AND PROSPECTUS
CLASS C SHARES FISCAL YEAR TO KDI TO FIRMS FIRMS LITERATURE PRINTING
------------- ------------ ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Municipal Fund..................... 1995 $7,000 $7,000 $1,000 $ 4,000 $1,000
Intermediate Municipal Fund*....... 1995 $4,000 $2,000 $ 0 $ 3,000 $ 0
California Fund.................... 1995 $1,000 $1,000 $ 0 $ 1,000 $ 0
Florida Fund....................... 1995 $1,000 $ 0 $ 0 $ 0 $ 0
Michigan Fund**.................... 1995 $1,000 $ 0 $ 0 $ 1,000 $ 0
New Jersey Fund**.................. 1995 $1,000 $ 0 $ 0 $ 1,000 $ 0
New York Fund...................... 1995 $1,000 $1,000 $ 0 $ 1,000 $ 0
Ohio Fund.......................... 1995 $2,000 $1,000 $1,000 $ 1,000 $ 0
Pennsylvania Fund**................ 1995 $1,000 $ 0 $ 0 $ 1,000 $ 0
Texas Fund......................... 1995 $3,000 $3,000 $ 0 $ 2,000 $ 0
<CAPTION>
OTHER DISTRIBUTION
EXPENSES PAID BY KDI
--------------------------------
MARKETING MISC.
AND SALES OPERATING INTEREST
CLASS C SHARES EXPENSES EXPENSES EXPENSES
--------- --------- --------
<S> <C> <C> <C>
Municipal Fund..................... $23,000 $11,000 $3,000
Intermediate Municipal Fund*....... $12,000 $ 3,000 $7,000
California Fund.................... $ 4,000 $ 8,000 $1,000
Florida Fund....................... $ 0 $ 8,000 $ 0
Michigan Fund**.................... $ 4,000 $ 2,000 $ 0
New Jersey Fund**.................. $ 2,000 $ 1,000 $ 0
New York Fund...................... $ 5,000 $ 8,000 $1,000
Ohio Fund.......................... $ 2,000 $ 8,000 $1,000
Pennsylvania Fund**................ $ 2,000 $ 1,000 $ 0
Texas Fund......................... $ 8,000 $10,000 $2,000
</TABLE>
- ---------------
* From 11/1/94 to 9/30/95.
** From 3/15/95 to 8/31/95.
ADMINISTRATIVE SERVICES. Administrative services are provided to each Trust
under an administrative services agreement ("administrative agreement") with
KDI. KDI bears all its expenses of providing services pursuant to the
administrative agreement between KFS and the Trust, 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 .25% of average daily net assets of each class of the Fund. Before
February 1, 1995, KFS was the administrator.
KDI enters into related arrangements with various financial services firms, such
as broker-dealers or banks ("firms"), that provide services and facilities for
their customers or clients who are shareholders of a Trust. 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 shareholder accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding the Trust,
assistance to clients in changing dividend and investment options, account
designations and addresses and such other 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, payable quarterly,
at an annual rate of (a) up to .10% of the net assets in Trust accounts that it
maintains and services attributable to Class A shares acquired prior to October
1, 1993, and (b) up to .25% of the net assets in Trust 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 pays each firm a service fee,
payable quarterly, at an annual rate of up to .25% of the net assets in Trust
accounts that it maintains and services attributable to Class B shares and Class
C shares, respectively, in each case commencing with the month after investment
(month of investment for Class C shares); provided, however, KDI may for Class B
shares advance the first year service fee as described in the prospectus under
"Investment Manager and Underwriter." Firms to which service fees may be paid
include broker-dealers affiliated with KDI. The administrative services fee may
be increased to an annual rate of .25% of average daily net assets of any class
of the Trust in the discretion of the Board of Trustees and without shareholder
approval.
B-45
<PAGE> 101
The following information concerns the administrative services fee paid by each
Fund.
<TABLE>
<CAPTION>
TOTAL SERVICE FEES SERVICE FEES
ADMINISTRATIVE SERVICE FEES PAID BY ADMINISTRATOR PAID BY ADMINISTRATOR
PAID BY FUND TO FIRMS TO KEMPER AFFILIATED FIRMS
------------------------------ --------------------- --------------------------
FUND FISCAL YEAR CLASS A CLASS B CLASS C
- ---- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Municipal..................... 1995 $4,789,000 $61,000 $2,000 $ 4,859,000 $934,000
Intermediate Municipal*....... 1995 $ 14,000 $ 5,000 $1,000 $ 22,000 $ 8,000
California.................... 1995 $1,482,000 $19,000 $ 0 $ 1,516,000 $264,000
Florida....................... 1995 $ 172,000 $ 4,000 $ 0 $ 176,000 $ 6,000
Michigan**.................... 1995 $ 1,000 $ 1,000 $ 0 $ 3,000 $ 0
New Jersey**.................. 1995 $ 2,000 $ 1,000 $ 0 $ 6,000 $ 0
New York...................... 1995 $ 455,000 $ 6,000 $ 0 $ 456,000 $ 13,000
Ohio.......................... 1995 $ 29,000 $ 7,000 $ 0 $ 52,000 $ 27,000
Pennsylvania**................ 1995 $ 0 $ 1,000 $ 0 $ 2,000 $ 0
Texas......................... 1995 $ 23,000 $ 1,000 $1,000 $ 25,000 $ 2,000
</TABLE>
- ---------------
* From 11/1/94 to 9/30/95.
** From 3/15/95 to 8/31/95.
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 Trust. Currently, the
administrative services fee payable to KDI is based only upon Trust assets in
accounts for which there is a firm listed on the Trust's records and it is
intended that KDI will pay all the administrative services fees that it receives
from the Fund to firms in the form of service fees. The effective administrative
services fee rate to be charged against all assets of the Trust while this
procedure is in effect will depend upon the proportion of Trust assets that is
in accounts for which there is a firm of record, as well as, with respect to
Class A shares, the date when shares representing such assets were purchased.
The Board of Trustees of a Trust, in its discretion, may approve basing the fee
to KDI on all Trust assets in the future.
Certain trustees or officers of the Trusts are also directors or officers of KFS
or KDI as indicated under "Officers and Trustees."
CUSTODIAN AND SHAREHOLDER SERVICE AGENT. Investors Fiduciary Trust Company
("IFTC"), 127 West 10th Street, Kansas City, Missouri 64105, as custodian, and
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02110, as sub-custodian, have custody of all securities and cash of the Trusts.
They attend to the collection of principal and income, and payment for and
collection of proceeds of securities bought and sold by the Trusts. IFTC is also
the Trusts' transfer agent and dividend-paying agent. Pursuant to a services
agreement with IFTC, Kemper Service Company ("KSvC"), an affiliate of KFS,
serves as "Shareholder Service Agent." IFTC receives as transfer agent, and pays
to KSvC annual account fees at a maximum rate of $8 per account plus account set
up, transaction, maintenance and disaster recovery charges, annual fees
associated with the contingent deferred sales charge (Class B only) and
out-of-pocket expense reimbursement. IFTC's fee is reduced by certain earnings
credits in favor of each Trust. For the fiscal year ended September 30, 1995,
IFTC remitted shareholder service fees in the amount of $1,910,000 to KSvC as
Shareholder Service Agent. For the fiscal year ended August 31, 1995, IFTC
remitted shareholder service fees in the amount of $679,000 to KSvC as
Shareholder Service Agent.
INDEPENDENT AUDITORS AND REPORTS TO SHAREHOLDERS. Each Trust's independent
auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606,
audit and report on such Trust's annual financial statements, review certain
regulatory reports and such Trust's federal income tax returns, and perform
other professional accounting, auditing, tax and advisory services when engaged
to do so by the Trust. Shareholders will receive annual audited financial
statements and semi-annual unaudited financial statements.
B-46
<PAGE> 102
PORTFOLIO TRANSACTIONS
KFS is the investment manager for the Kemper Funds, and KFS and its affiliates
also furnish investment management services to other clients including Kemper
Corporation and the Kemper insurance companies. KFS is the sole shareholder of
Kemper Asset Management Company and Kemper Investment Management Company
Limited. These three entities share some common research and trading facilities.
At times investment decisions may be made to purchase or sell the same
investment securities for a Fund and for one or more of the other clients
managed by KFS. When two or more of such clients are simultaneously engaged in
the purchase or sale of the same security through the same trading facility, the
transactions are allocated as to amount and price in a manner considered
equitable to each.
National securities exchanges have established limitations governing the maximum
number of options in each class which may be written by a single investor or
group of investors acting in concert. An exchange may order the liquidation of
positions found to be in violation of these limits, and it may impose certain
other sanctions. These position limits may restrict the number of options a Fund
will be able to write on a particular security.
The above mentioned factors may have a detrimental effect on the quantities or
prices of securities, options and futures contracts available to a Trust. On the
other hand, the ability of a Trust to participate in volume transactions may
produce better executions for a Trust in some cases. The Board of Trustees of
each Trust believes that the benefits of KFS's organization outweigh any
limitations that may arise from simultaneous transactions or position
limitations.
KFS, in effecting purchases and sales of portfolio securities for the account of
a Trust, will implement each Trust's policy of seeking best execution of orders,
which includes best net prices, except to the extent that KFS may be permitted
to pay higher brokerage commissions for research services as described below.
Consistent with this policy, orders for portfolio transactions are placed with
broker-dealer firms giving consideration to the quality, quantity and nature of
each firm's professional services, which include execution, clearance
procedures, wire service quotations and statistical and other research
information provided to the Trust and KFS. Any research benefits derived are
available for all clients including clients of affiliated companies. Since it is
only supplementary to KFS's own research efforts and must be analyzed and
reviewed by KFS' staff, the receipt of research information is not expected to
materially reduce expenses. In selecting among firms believed to meet the
criteria for handling a particular transaction, KFS may give consideration to
those firms that have sold or are selling shares of the Funds and of other funds
managed by KFS, as well as to those firms that provide market, statistical and
other research information to the Trusts and KFS, although KFS is not authorized
to pay higher commissions or, in the case of principal trades, higher prices to
firms that provide such services, except as described below.
KFS may in certain instances be permitted to pay higher brokerage commissions
(not including principal trades) solely for receipt of market, statistical and
other research services. Subject to Section 28(e) of the Securities Exchange Act
of 1934 and procedures that may be adopted by the Board of Trustees of each
Trust, a Fund could pay a firm that provides research services to KFS a
commission for effecting a securities transaction for the Fund in excess of the
amount other firms would have charged for the transaction if KFS determines in
good faith that the greater commission is reasonable in relation to the value of
the research services provided by the executing firm viewed in terms either of a
particular transaction or KFS's overall responsibilities to the Fund or other
clients. Not all of such research services may be useful or of value in advising
a particular Fund. Research benefits will be available for all clients of KFS
and its subsidiaries. The investment management fee paid by a Fund to KFS is not
reduced because KFS receives these research services.
B-47
<PAGE> 103
The table below shows total brokerage commissions paid by each Fund then
existing for the last three fiscal years and for the most recent fiscal year,
the percentage thereof that was allocated to firms based upon research
information provided or sales of Kemper Mutual Fund shares.
<TABLE>
<CAPTION>
ALLOCATED TO FIRMS
BASED ON
RESEARCH/SALES OF
KEMPER FUND SHARES
FUND FISCAL 1995 IN FISCAL 1995 FISCAL 1994 FISCAL 1993
- ---- ----------- ------------------ ----------- -----------
<S> <C> <C> <C> <C>
Municipal.................................. $ 4,309,000 0% $ 4,657,000 $ 9,734,000
Intermediate............................... $ 0+++ 0% N/A N/A
California................................. $ 717,000 0% $ 0 $ 3,192,000
Florida.................................... $ 122,000 3% $ 320,000 $ 161,000
Michigan................................... $ 4,000++ 0% N/A N/A
New Jersey................................. $ 4,000++ 0% N/A N/A
New York................................... $ 303,000 0% $ 534,000 $ 520,000
Ohio....................................... $ 65,000 0% $ 68,000 $ 6,000+
Pennsylvania............................... $ 2,000++ 0% N/A N/A
Texas...................................... $ 20,000 0% $ 27,000 $ 20,000
</TABLE>
- ---------------
+ Commencement of operations on March 22, 1993 through August 31, 1993.
++ Commencement of operations on March 15, 1995 through August 31, 1995.
+++ Commencement of operations on November 1, 1994 through September 30, 1995.
PURCHASE AND REDEMPTION OF SHARES
As described in the Trusts' 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, 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. See the prospectus for certain exceptions to these
minimums. 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 the Trust 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. The amount received by a shareholder upon redemption or
repurchase may be more or less than the amount paid for such shares depending on
the market value of a Trust's portfolio securities at the time.
Upon receipt by the Shareholder Service Agent of a request for redemption,
shares of a Fund will be redeemed by the Trust at the applicable net asset value
per share of such Fund as described in the Trusts' prospectus. The redemption
within one year of Class A shares purchased at net asset value under the Large
Order NAV Purchase Privilege described in the prospectus may be subject to a 1%
contingent deferred sales charge (see "Purchase of Shares" in the prospectus).
Redemption of Class B shares may be subject to a contingent deferred sales
charge. When a Trust is asked to redeem shares for which it may not yet have
received good payment, it may delay the mailing of a redemption check until it
has determined that collected funds have been received for the purchase of such
shares, which will be up to 15 days.
Scheduled variations in or the elimination of the initial sales charge for
purchases of Class A shares or the contingent deferred sales charge for
redemptions of Class B shares by certain classes of persons or through certain
types of transactions as described in the prospectus is provided because of
anticipated economies in sales and sales related efforts.
B-48
<PAGE> 104
A Trust 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 Trust's investments is
not reasonably practicable, or (ii) it is not reasonably practicable for the
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 Trust'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 the 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 as described in the prospectus.
OFFICERS AND TRUSTEES
The officers and trustees of the Trusts, their birthdates, their principal
occupations and their affiliations, if any, with KFS, the Trusts' investment
manager and KDI, the Trusts' principal underwriter, are as follows (The number
following each person's title is the number of investment companies managed by
KFS or an affiliate, for which he or she holds similar positions):
DAVID W. BELIN (6/20/28), Trustee (22), 2000 Financial Center, 7th and Walnut,
Des Moines, Iowa; Member, Belin Harris Lamson McCormick, P.C. (attorneys).
LEWIS A. BURNHAM (1/8/33), Trustee (22), 16410 Avila Boulevard, Tampa, Florida;
Director, Management Consulting Services, McNulty & Company; formerly, Executive
Vice President, Anchor Glass Container Corporation.
DONALD L. DUNAWAY (3/8/37), Trustee (22), 235A North Elm Grove Road, Brookfield
Wisconsin; Retired; formerly, Executive Vice President, A.O. Smith Corporation
(diversified manufacturer).
ROBERT B. HOFFMAN (12/11/36), Trustee (22), 800 North Lindbergh Boulevard, St.
Louis, Missouri; Senior Vice President and Chief Financial Officer, Monsanto
Company (chemical products); prior thereto, Vice President, FMC Corporation
(manufacturer of machinery and chemicals); prior thereto, Director, Executive
Vice President and Chief Financial Officer, Staley Continental, Inc. (food
products).
DONALD R. JONES (1/17/30), Trustee (22), 1776 Beaver Pond Road, Inverness,
Illinois; Retired; Director, Motorola, Inc. (manufacturer of electronic
equipment and components); formerly, Executive Vice President and Chief
Financial Officer, Motorola, Inc.
DAVID B. MATHIS (4/13/38), Trustee (33), Kemper Center, Long Grove, Illinois;
Chairman, Chief Executive Officer and Director of Kemper Corporation; Director,
KFS and Kemper Financial Companies, Inc.; Chairman of the Board, Lumbermens
Mutual Casualty Company; Director, IMC Global Inc.
SHIRLEY D. PETERSON (9/3/41), Trustee (22), 401 Rosemont Avenue, Frederick,
Maryland; President, Hood College, Maryland; prior thereto, Partner, Steptoe and
Johnson (attorneys); prior thereto, Commissioner of Internal Revenue Service;
prior thereto, Assistant Attorney General, U.S. Department of Treasury.
WILLIAM P. SOMMERS (7/22/33), Trustee (22), 333 Ravenswood Avenue, Menlo Park,
California; 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)
(retired); Director, Rohr, Inc., Therapeutic Discovery Corp. and Litton
Industries.
B-49
<PAGE> 105
STEPHEN B. TIMBERS (8/8/44), President and Trustee*(33), 120 S. LaSalle St.,
Chicago, Illinois; President, Chief Operating Officer and Director, Kemper
Corporation; Chairman, Chief Executive Officer, Chief Investment Officer and
Director, KFS, Director, KDI, Dreman Value Advisors, Inc., Kemper Financial
Companies, Inc.; Director, LTV Corporation.
JOHN E. PETERS (11/4/47), Vice President*(33), 120 South LaSalle Street,
Chicago, Illinois; Senior Executive Vice President, KFS; President and Director,
KDI and Director, Dreman Value Advisors, Inc.
J. PATRICK BEIMFORD (5/25/50), JR., Vice President*(23), 120 South LaSalle
Street, Chicago, Illinois; Executive Vice President/Chief Investment
Officer--Fixed Income Investments, KFS.
CHRISTOPHER J. MIER (8/11/56), Vice President*(4), 120 South LaSalle Street,
Chicago, Illinois; Senior Vice President, KFS.
CHARLES F. CUSTER (8/19/28), Vice President and Assistant Secretary*(33), 222
North LaSalle Street, Chicago, Illinois; Partner, Vedder, Price, Kaufman &
Kammholz (attorneys), Legal Counsel to the Fund.
JEROME L. DUFFY (6/29/36), Treasurer*(33), 120 South LaSalle Street, Chicago,
Illinois; Senior Vice President, KFS.
PHILIP J. COLLORA (11/15/45), Vice President and Secretary*(33), 120 South
LaSalle Street, Chicago, Illinois; Attorney, Senior Vice President and Assistant
Secretary, KFS.
ELIZABETH C. WERTH (10/1/47), Assistant Secretary*(25), 120 South LaSalle
Street, Chicago, Illinois; Vice President and Director of State Registrations,
KFS.
* Interested persons as defined in the Investment Company Act of 1940.
The trustees and officers who are "interested persons" as designated above
receive no compensation from the Funds, except that Mr. Custer's law firm
receives fees from the Funds as counsel to the Funds. The table below shows
amounts paid or accrued to those trustees who are not designated "interested
persons" during each Trust's 1995 fiscal year except that the information in the
last column is for calendar year 1994.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM PENSION OR
FUNDS RETIREMENT BENEFITS TOTAL COMPENSATION
-------------------------------- ACCRUED AS PART KEMPER FUNDS
NAME OF TRUSTEE MUNICIPAL TRUST STATE TRUST OF FUND EXPENSES PAID TO TRUSTEES**
- --------------------------------- --------------- ----------- ------------------- ------------------
<S> <C> <C> <C> <C>
David W. Belin*.................. $10,000 7,000 0 112,200
Lewis A. Burnham................. $ 7,700 5,500 0 90,100
Donald L. Dunaway*............... $10,000 7,000 0 115,400
Robert B. Hoffman................ $ 7,100 5,200 0 87,400
Donald R. Jones.................. $ 7,400 5,500 0 94,300
Shirley D. Peterson***........... $ 1,800 800 0 N/A
William P. Sommers............... $ 6,900 4,800 0 84,100
</TABLE>
- ---------------
* Includes current fees deferred and interest pursuant to deferred
compensation agreements with the Funds. Deferred amounts accrue interest
monthly at a rate equal to the yield of Kemper Money Market Fund -- Money
Market Portfolio.
** Includes compensation for service on the boards of twenty-three Kemper funds
(including two funds no longer in existence). Also includes amounts for new
funds estimated as if they had existed at the beginning of the year.
*** Appointed to board in 1995. Compensation for Municipal Trust is for the
period from July, 1995 to August, 1995, and for the State Trust for the
period July, 1995 to August, 1995.
B-50
<PAGE> 106
As of October 13, 1995, the officers and trustees of each Trust, as a group,
owned less than 1% of the then outstanding shares of each Fund. As of October
13, 1995, no shareholder owned of record more than 5% of any class of
outstanding shares of the Funds except as follows:
WITH RESPECT TO CLASS A SHARES
National Financial Services Corporation, One World Financial Center, 200 Liberty
Street, New York, NY owned of record 9.59% of the New York Fund; BHC Securities,
Inc., 100 N. 20th Street, Philadelphia, PA owned of record 5.66% of the New York
Fund; Merrill Lynch Pierce Fenner & Smith, Inc., 4800 Deer Lake Drive East,
Jacksonville, FL owned of record 5.66% of the Florida Fund; John M. Wilson &
Patricia W. Wilson, P.O. Box 386, Aurora, OH owned of record 6.45% of the Ohio
Fund; Prudential Securities-FBO Milton E. Meulder, 1133 South Lawn, East
Lansing, MI owned of record 8.10% of the Michigan Fund; Kathryn E. Zabel, 4143
Cummings Ct., N.W., Grand Rapids, MI owned of record 7.95% of the Michigan Fund;
Kemper Financial Services, Inc., 120 South LaSalle St., Chicago, IL owned of
record 6.77% of the Michigan Fund; Robert Chinery Jr., 2126 Orion Rd., Toms
River, NJ owned of record 41.99% of the New Jersey Fund; Agnes B. Lywinski, 18
Springfield Ave., Cranford, NJ owned of record 6.11% of the New Jersey Fund;
Robert L. Vignolo, 842 Kimball Avenue, Westfield, NJ owned of record 5.19% of
the New Jersey Fund; Kemper Financial Services, Inc., 120 South LaSalle St.,
Chicago, IL owned of record 5.11% of the New Jersey Fund; Kemper Financial
Services, Inc., 120 South LaSalle St., Chicago, IL owned of record 10.42% of the
Pennsylvania Fund; Hilda M. Bender and Bruce H. Klink and Margaret E. Klink,
2065 West End Rd., Bath, PA owned of record 7.56% of the Pennsylvania Fund;
Margaret McDowell Walker, 1337 Yahres Rd., Sharon, PA owned of record 6.40% of
the Pennsylvania Fund; Henry G. Evans and Catherine M. Evans, 3640 Mt. Hickory
Blvd., Hermitage, PA owned of record 6.07% of the Pennsylvania Fund; Prudential
Securities, 4 Embarcadero Center, Suite 2400, San Francisco, CA owned of record
10.67% of the Pennsylvania Fund; Shirley M. Hill and Samuel E. Hill, 1611
Delaware Avenue, PA owned of record 5.05% of the Pennsylvania Fund; Gokul C.
Singhal and Renu Singhal, 12821 Topping Meadows, St. Louis, MO owned of record
12.92% of the Intermediate Municipal Fund and Thomas Hamilton Traylor, 7 Court
of Mohawk Valley, Lincolnshire, IL owned of record 5.80% of the Intermediate
Municipal Fund.
WITH RESPECT TO CLASS B SHARES
Merrill Lynch Pierce Fenner & Smith Inc., 4800 Deer Lake DR East, Jacksonville,
FL owned of record 5.55% of the California Fund; National Financial Services
Corporation, One World Financial Center, 200 Liberty Street, New York, NY owned
of record 5.13% of the California Fund; Merrill Lynch Pierce Fenner & Smith
Inc., 4800 Deer Lake DR East, Jacksonville, FL owned of record 11.69% of the New
York Fund; Smith Barney Shearson, 388 Greenwich Street, New York, NY owned of
record 5.55% of the New York Fund; National Financial Services Corporation, One
World Financial Center, 200 Liberty Street, New York, NY owned of record 24.09%
of the Florida Fund; Merrill Lynch Pierce Fenner & Smith Inc., 4800 Deer Lake DR
East, Jacksonville, FL owned of record 6.06% of the Florida Fund; Laura T.
Dugas, 261 Village Beach West, Santa Rosa Beach, FL owned of record 5.85% of the
Florida Fund; Tobie Wilson and Ella Jane Wilson, 5891 S.W. 64 Land Rd., Ocala,
FL owned of record 5.66% of the Florida Fund; Smith Barney Shearson, 338
Greenwich Street, New York, NY owned of record 5.64% of the Florida Fund; BHC
Securities Inc., 2005 Market Street, Philadelphia, PA owned of record 27.39% of
the Ohio Fund; Smith Barney Shearson, 338 Greenwich Street, New York, NY owned
of record 13.60% of the Ohio Fund; Donaldson Lufkin Jenrette Securities
Corporation Inc., P.O. Box 2052, Jersey City, NJ owned of record 7.65% of the
Ohio Fund; Southwest Securities, Inc., 1201 Elm Street, Dallas, TX owned of
record 68.20% of the Texas Fund; Felix A. Immell and Estella H. Immell, 231
Shadyview, San Antonio, TX owned of record 8.38% of the Texas Fund; Clara
Voight, P.O. Box 1, Taylor, TX owned of record 7.65% of the Texas Fund; Oron Lee
Schuch, 3714 Vista Del Arroyo DR, San Angelo, TX owned of record 6.01% of the
Texas Fund; Kemper Financial Services, Inc., 120 South LaSalle Street, Chicago,
IL owned of record 12.37% of the Michigan Fund; Karen L. Pearce, 1383
Williamsburg, Flint, MI owned of record 8.98% of the Michigan Fund; Dorothy M.
Converse, 201 S. Mall DR, Lansing, MI owned of record 8.73% of the Michigan
Fund; Clinton P. Hardy Trust, 46 Radnor Circle, Grosse Pointe Farms, MI owned of
record 8.53% of the Michigan Fund; Melvin E. Potter, 28311 Franklin RD,
Southfield, MI owned of record 5.76%
B-51
<PAGE> 107
of the Michigan Fund; Philip Viviano Jr. and Susan K. Viviano, 5780 Ellora, CT,
Kentwood, MI owned of record 5.76% of the Michigan Fund; Jane Broecker and
Herbert A. Broecker, 9616 Alger Drive, Brighton, MI owned of record 5.44% of the
Michigan Fund; Donald R. Blanchard and Betty E. Blanchard, 300 Grove Box 185,
Crystal, MI owned of record 5.44% of the Michigan Fund; W. Dale Wassell and Ann
M. Wassell, 13999 Cranston, Livonia, MI owned of record 5.36% of the Michigan
Fund; Carolyn L. Barth, 1011 South Renaud RD, Grosse Pointe Woods, MI owned of
record 5.07% of the Michigan Fund; John R. Rosselli, P.O. Box 3056, Newton, NJ
owned of record 12.75% of the New Jersey Fund; Donaldson Lufkin Jenrette
Securities Corporation Inc., P.O. Box 2052, Jersey City, NJ owned of record
32.39% of the New Jersey Fund; Kemper Financial Services, Inc., 120 South
LaSalle Street, Chicago, IL owned of record 6.43% of the New Jersey Fund; Sylvia
Beaton, 719 South Street, Point Pleasant, NJ owned of record 5.37% of the New
Jersey Fund; George F. Kays and Jane C. Kays, 26 Meyers Road, Branchville, NJ
owned of record 5.03% of the New Jersey Fund; Parker Hunter Inc., 409 Canterbury
Trail, Canterberry, PA owned of record 18.81% of the Pennsylvania Fund; Kemper
Financial Services, Inc., 120 South LaSalle Street, Chicago, IL owned of record
11.46% of the Pennsylvania Fund; National Financial Services, One World
Financial Center, 200 Liberty Street, New York, NY owned of record 8.84% of the
Pennsylvania Fund; Gildo Patrei and Katherine Patrei, 23 Morgan Road, Aston, PA
owned of record 6.76% of the Pennsylvania Fund; Jerry L. Heany and Donald L.
Heany, 119 W. 8th Street, Pottstown, PA owned of record 6.72% of the
Pennsylvania Fund; Olga Y. Hyde, 3300 Darby Road, Haverford, PA owned of record
6.17% of the Pennsylvania Fund; Agnes Nanartowicz, 347 Oxford Road, Norristown,
PA owned of record 5.51% of the Pennsylvania Fund; Kemper Financial Services,
Inc., 120 South LaSalle Street, Chicago, IL owned of record 13.75% of the
Intermediate Municipal Fund; Ronald Rach and Marilyn Rach, 5737 S. Mason,
Chicago, IL owned of record 13.10% of the Intermediate Municipal Fund; William
C. Grabitz, 700 South Paulina, Chicago, IL owned of record 7.79% of the
Intermediate Municipal Fund and Irmgard V. Alba, 1825 Shoreline Drive, Alameda,
CA owned of record 5.29% of the Intermediate Municipal Fund.
WITH RESPECT TO CLASS C SHARES
Sherri L. Elward and Michael W. Elward, 10246 N 700 W, Roann, IN owned of record
9.03% of the Municipal Fund; Bruce C. Attinger, 19444 E. Lakeway Drive, Baton
Rouge, LA owned of record 9.03% of the Municipal Fund; Billy R. Hefley, 6301
East Loop, Amarillo, TX owned of record 8.19% of the Municipal Fund; Southwest
Securities, 1201 Elm Street, Dallas, TX owned of record 6.52% of the Municipal
Fund; Katherine J. Diver, 719 Maiden Choice Lane, Baltimore, MD owned of record
6.06% of the Municipal Fund; National Financial Services, One World Financial
Center, 200 Liberty Street, New York, NY owned of record 23.25% of the
California Fund; Evan Backs and Donna M. Backs, 2323 E. Austin, Fresno, CA owned
of record 18.45% of the California Fund; Waldo Pike, 1608 Los Robles Drive,
Bakersfield, CA owned of record 15.43% of the California Fund; Chandka Prasad,
208 Briarcliff, Folsom, CA owned or record 15.36% of the California Fund;
Margaret R. Conroy, 1441 Creejsude Drive, Walnut Creek, CA owned of record
10.41% of the California Fund; H. Koba, 2995 School View Drive, Eden, NY owned
of record 24.89% of the New York Fund; Cecile Guyader, 539 East 81st Street, New
York, NY owned of record 22.03% of the New York Fund; Josephine Benfatti and
Florence Benfatti, 2017 Kimball Street, Brooklyn, NY owned of record 20.28% of
the New York Fund; Edward F. Hayes and Darlene Hayes, 104 Prokop Road,
Broadalbin, NY owned of record 6.06% of the New York Fund; Marion A. Schuma, 387
Winchester Place, Longwood, FL owned of record 57.29% of the Florida Fund;
Kemper Financial Services, Inc., 120 South LaSalle Street, Chicago, IL owned of
record 42.63% of the Florida Fund; Jay M. Simpson and Valerie Stocklin, 7825
North Dixie, Dayton, OH owned of record 29.97% of the Ohio Fund; Elton W. Geist
Trust, 12550 Lake Avenue, Lakewood, OH owned of record 13.53% of the Ohio Fund;
Ben R. Brown and Louise B. Brown, 1664 River Road, Maumee, OH owned of record
13.27% of the Ohio Fund; John R. Bender, 645 Georgetown, Elyria, OH owned of
record 12.85% of the Ohio Fund; Jeffrey J. Smith and Nanette E. Smith, 7872
Bennington Drive, Cincinnati, OH owned of record 6.56% of the Ohio Fund; Kevin
B. Cochran, 129 W. Second Street, Dover, OH owned of record 5.63% of the Ohio
Fund; Billy R. Hefley, 6301 East Loop, Amarillo, TX owned of record 66.97% of
the Texas Fund, Karen Anne McCarty, 8125 Raintree Place, Austin, TX owned of
record 26.71% of the Texas Fund; Donna P. Cornutt, P.O. Box 900, Pampa, TX owned
5.35% of the Texas Fund; Jerrold M. Jung Trust, 4669 Ravine, Bloomfield Hills,
MI owned of record 76.23% of the Michigan Fund; Kemper Financial Services, Inc.,
120 South LaSalle Street,
B-52
<PAGE> 108
Chicago, IL owned of record 21.71% of the Michigan Fund; Kemper Financial
Services, Inc., 120 South LaSalle Street, Chicago, IL owned of record 89.18% of
the New Jersey Fund; Michael Galeotafiore and Dina Galeotafiore, 411 Macarthur
Drive, Brock, NJ owned of record 10.77% of the New Jersey Fund; National
Financial Services, One World Financial Center, 200 Liberty Street, New York, NY
owned of record 62.90% of the Pennsylvania Fund; Kemper Financial Services,
Inc., 120 South LaSalle Street, Chicago, IL owned of record 29.68% of the
Pennsylvania
Fund; Kemper Financial Services, Inc., 120 South LaSalle Street, Chicago, IL
owned of record 52.74% of the Intermediate Municipal Fund; Ordolina Gigante, 232
Thayer Street, River Vale, NJ owned of record 11.45% of the Intermediate
Municipal Fund; Anthony B. Gigante, 232 Thayer Street, River Vale, NJ owned of
record 11.45% of the Intermediate Municipal Fund and Alex Brown & Sons
Incorporated, 375 West Padonia Road, Baltimore, MD owned of record 11.54% of the
Intermediate Fund.
SHAREHOLDER RIGHTS
Each Trust generally is not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust of each Trust ("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 Investment Company Act of 1940 ("1940 Act"); (c) any termination
of the Trust, a 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 Trust, supplying any omission, curing any ambiguity or
curing, correcting or supplementing any defective or inconsistent provision
thereof); and (e) such additional matters as may be required by law, the
Declaration of Trust, the By-laws of the Trust, or any registration of the Trust
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) a Trust 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 Trust 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, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.
The Declaration of Trust of each 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 Trust 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
independent auditors. Some matters requiring a larger vote under the Declaration
of Trust of a Trust, such as termination or reorganization of the Trust and
certain amendments of the Declaration of Trust, would not be affected 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.
B-53
<PAGE> 109
The Declaration of Trust of each Trust specifically authorizes the Board of
Trustees to terminate the Trust or any Fund 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
Trust. The Declaration of Trust of each Trust, however, disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Trust or the trustees. Moreover, the Declaration of Trust of
each Trust provides for indemnification out of Trust property for all losses and
expenses of any shareholder held personally liable for the obligations of the
Trust and the Trust 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
KFS remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.
B-54
<PAGE> 110
APPENDIX--RATINGS OF INVESTMENTS
The four highest ratings of Moody's Investors Service, Inc. ("Moody's") for
municipal bonds are Aaa, Aa, A and Baa. Municipal bonds rated Aaa are judged to
be of the "best quality." The rating of Aa is assigned to municipal bonds which
are of "high quality by all standards," but as to which margins of protection or
other elements make long-term risks appear somewhat larger than Aaa rated
municipal bonds. The Aaa and Aa rated municipal bonds comprise what are
generally known as "high grade bonds." Municipal bonds which are rated A by
Moody's possess many favorable investment attributes and are considered "upper
medium grade obligations." Factors giving security to principal and interest of
A rated municipal bonds are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future. Municipal
bonds which are rated Baa are considered as medium grade obligations; i.e., they
are neither highly protected nor poorly secured. Interest coverage 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. Municipal 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. Municipal
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. Municipal
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.
Municipal 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. Municipal 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.
The four highest ratings of Standard & Poor's Corporation ("S&P") for municipal
bonds are AAA, AA, A and BBB. Municipal bonds rated AAA have the highest rating
assigned by S&P to a debt obligation. Capacity to pay interest and repay
principal is extremely strong. Bonds rated AA have a very strong capacity to pay
interest and repay principal and differ from the highest rated issues only in
small degree. Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories. Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit 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
bonds in this capacity than for bonds in higher rated categories. Municipal
bonds rated BB, B, CCC, CC or C are 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. The rating CI is
reserved for income bonds on which no interest is being paid. Bonds rated D are
in default and payment of interest and/or repayment of principal is in arrears.
The four highest ratings of Fitch Investors Service, Inc. ("Fitch") for
municipal bonds are AAA, AA, A and BBB. Municipal bonds rated AAA are considered
to be investment grade and of the highest credit quality. The obligor has an
exceptionally strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events. Bonds rated AA are
considered to be investment grade and of very high credit quality. The obligor's
ability to pay interest and repay principal is very strong, although not quite
as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories
are not significantly vulnerable to foreseeable future developments, short-term
debt of these issuers is generally rated F-1+. Bonds rated A are considered to
be investment grade and of high credit quality. The obligor's ability to pay
interest and repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and circumstances than
bonds with higher ratings. Bonds rated BBB are considered to be investment grade
and of satisfactory credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes in economic
conditions and circumstances, however, are more likely to have adverse impact on
these bonds, and therefore
B-55
<PAGE> 111
impair timely payment. Bonds rated BB are considered speculative. The obligor's
ability to pay interest and repay principal may be affected over time by adverse
economic changes. However, business and financial alternatives can be identified
which could assist the obligor in satisfying its debt service requirements.
Bonds rated B are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue. Bonds rated CCC have certain identifiable characteristics
which, if not remedied, may lead to default. The ability to meet obligations
requires an advantageous business and economic environment. Bonds rated CC are
minimally protected. Default in payment of interest and/or principal seems
probable over time. Bonds rated C are in imminent default in payment of interest
or principal. Bonds rated DDD, DD and D are in default on interest and/or
principal payments. Such bonds are extremely speculative and should be valued on
the basis of their ultimate recovery value in liquidation or reorganization of
the obligor. DDD represents the highest potential for recovery on these bonds,
and D represents the lowest potential for recovery.
The four highest ratings of Duff & Phelps Credit Rating Co. ("Duff") for
municipal bonds are AAA, AA, A and BBB. Bonds rated AAA have the highest rating
assigned by Duff to a debt obligation. They are of the highest credit quality.
The risk factors are negligible, being only slightly more than for risk-free
U.S. Treasury debt. Bonds rated AA are of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to time
because of economic conditions. Bonds rated A have protection factors that are
average but adequate. However, risk factors are more variable and greater in
periods of economic stress. Bonds rated BBB have below average protection
factors but are still considered sufficient for prudent investment. They have
considerable volatility in risk during economic cycles. Bonds rated BB are below
investment grade but deemed likely to meet obligations when due. Present or
prospective financial protection factors fluctuate according to industry
conditions or company fortunes. Overall quality may move up or down frequently
within this category. Bonds rated B are below investment grade and possessing
risk that obligations will not be met when due. Financial protection factors
will fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade. Bonds rated CCC are well
below investment grade securities. Considerable uncertainty exists as to timely
payment of principal or interest. Protection factors are narrow and risk can be
substantial with unfavorable economic/industry conditions, and/or with
unfavorable company developments. Bonds rated D are in default. The issuer
failed to meet scheduled principal and/or interest payments.
The "debt securities" included in the discussions of temporary investments are
corporate (as opposed to municipal) debt obligations rated AAA, AA or A by S&P
or Aaa, Aa or A by Moody's. Corporate debt obligations rated AAA by S&P are
"highest grade obligations." Obligations bearing the rating of AA also qualify
as "high grade obligations" and "in the majority of instances differ from AAA
issues only in small degree." Corporate debt obligations rated A by S&P are
regarded as "upper medium grade" and have "considerable investment strength, but
are not entirely free from adverse effects of changes in economic and trade
conditions." The Moody's corporate debt ratings of Aaa, Aa and A do not differ
materially from those set forth above for municipal bonds.
Taxable or tax-exempt commercial paper ratings of A-1 or A-2 by S&P and P-1 or
P-2 by Moody's are the highest paper ratings of the respective agencies. The
issuer's earnings, quality of long-term debt, management and industry position
are among the factors considered in assigning such ratings.
Subsequent to its purchase by a Fund, an issue of Municipal Securities or a
temporary investment may cease to be rated or its rating may be reduced below
the minimum required for purchase by the Fund. Neither event requires the
elimination of such obligation from the Fund's portfolio, but KFS will consider
such an event in its determination of whether the Fund should continue to hold
such obligation in its portfolio. To the extent that the ratings accorded by
S&P, Moody's, Fitch or Duff for municipal bonds or temporary investments may
change as a result of changes in such organizations, or changes in their rating
systems, the Fund will attempt to use comparable ratings as standards for its
investments in municipal bonds or temporary investments in accordance with the
investment policies contained herein.
B-56
<PAGE> 112
KEMPER MUNICIPAL
BOND FUND
KEMPER INTERMEDIATE
MUNICIPAL BOND FUND
<PAGE> 113
Report of Independent Auditors
THE BOARD OF TRUSTEES AND SHAREHOLDERS
KEMPER NATIONAL TAX-FREE INCOME SERIES
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of the Kemper Municipal Bond Fund and Kemper
Intermediate Municipal Bond Fund, comprising the Kemper National Tax-Free
Income Series (the Trust), as of September 30, 1995, and the related statements
of operations for the year then ended and changes in net assets for each of the
two years in the period ended September 30, 1995 for the Kemper Municipal Bond
Fund, and for the period November 1, 1994 (initial public offering) to
September 30, 1995 for the Kemper Intermediate Municipal Bond Fund, and the
financial highlights for the fiscal periods since 1991. These financial
statements and financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of investments
owned as of September 30, 1995, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the above mentioned Funds of Kemper National Tax-Free Income Series at
September 30, 1995, the results of their operations, the changes in their net
assets and the financial highlights for each of the fiscal periods referred to
above, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Chicago, Illinois
October 27, 1995
27
<PAGE> 114
Financial Statements
STATEMENT OF ASSETS AND LIABILITIES
September 30, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
INTERMEDIATE
MUNICIPAL MUNICIPAL
FUND FUND
- -------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments, at value (Cost: $3,259,546 and $14,797) $,3,422,300 15,508
- -------------------------------------------------------------------------------------
Cash 2,584 203
- -------------------------------------------------------------------------------------
Receivable for:
Fund shares sold 6,703 227
- -------------------------------------------------------------------------------------
Investments sold 112,637 --
- -------------------------------------------------------------------------------------
Interest 55,450 254
- -------------------------------------------------------------------------------------
TOTAL ASSETS 3,599,674 16,192
- -------------------------------------------------------------------------------------
LIABILITIES AND NET ASSETS
Payable for:
Dividends 1,629 14
- -------------------------------------------------------------------------------------
Fund shares redeemed 10,540 --
- -------------------------------------------------------------------------------------
Investments purchased 74,583 --
- -------------------------------------------------------------------------------------
Management fee 1,256 2
- -------------------------------------------------------------------------------------
Administrative services fee 431 3
- -------------------------------------------------------------------------------------
Distribution services fee 22 2
- -------------------------------------------------------------------------------------
Custodian and transfer agent fees and related expenses 364 2
- -------------------------------------------------------------------------------------
Other 201 --
- -------------------------------------------------------------------------------------
Total liabilities 89,026 23
- -------------------------------------------------------------------------------------
NET ASSETS $ 3,510,648 16,169
- -------------------------------------------------------------------------------------
ANALYSIS OF NET ASSETS
Paid-in capital $ 3,363,551 15,348
- -------------------------------------------------------------------------------------
Accumulated net realized gain (loss)
on investments (15,657) 110
- -------------------------------------------------------------------------------------
Net unrealized appreciation on investments 162,754 711
- -------------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO SHARES OUTSTANDING $3,510,648 16,169
- -------------------------------------------------------------------------------------
THE PRICING OF SHARES
CLASS A SHARES
Net assets applicable to shares outstanding $ 3,474,325 12,808
- -------------------------------------------------------------------------------------
Shares outstanding, no par value 342,298 1,258
- -------------------------------------------------------------------------------------
Net asset value and redemption price per
share (net assets/shares outstanding) $10.15 10.18
- -------------------------------------------------------------------------------------
Maximum offering price per share
(net asset value, plus 4.71%/2.83% of net asset
value or 4.50%/2.75% of offering price) $10.63 10.47
- -------------------------------------------------------------------------------------
CLASS B SHARES
Net assets applicable to shares outstanding $ 34,724 2,657
- -------------------------------------------------------------------------------------
Shares outstanding, no par value 3,429 261
- -------------------------------------------------------------------------------------
Net asset value and redemption price (subject
to contingent deferred sales charge) per
share (net assets/shares outstanding) $10.13 10.18
- -------------------------------------------------------------------------------------
CLASS C SHARES
Net assets applicable to shares outstanding $ 1,599 704
- -------------------------------------------------------------------------------------
Shares outstanding, no par value 157.4 69.1
- -------------------------------------------------------------------------------------
Net asset value and redemption price per
share (net assets/shares outstanding) $10.16 10.19
- -------------------------------------------------------------------------------------
</TABLE>
See accompanying Notes to Financial Statements.
28
<PAGE> 115
Financial Statements
STATEMENT OF OPERATIONS
Year ended September 30, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
INTERMEDIATE
MUNICIPAL MUNICIPAL
FUND FUND(A)
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
NET INVESTMENT INCOME
Interest income $222,621 589
- -----------------------------------------------------------------------------------------------
Expenses:
Management fee 14,685 58
- -----------------------------------------------------------------------------------------------
Administration services fee 4,852 20
- -----------------------------------------------------------------------------------------------
Distribution services fee 189 19
- -----------------------------------------------------------------------------------------------
Custodian and transfer agent fees and related expenses 3,065 16
- -----------------------------------------------------------------------------------------------
Professional fees 93 15
- -----------------------------------------------------------------------------------------------
Reports to shareholders 286 --
- -----------------------------------------------------------------------------------------------
Registration fees 47 1
- -----------------------------------------------------------------------------------------------
Trustees' fees and other 276 4
- -----------------------------------------------------------------------------------------------
Total expenses before expense waiver 23,493 133
- -----------------------------------------------------------------------------------------------
Less expenses waived and absorbed by investment manager -- 53
- -----------------------------------------------------------------------------------------------
Total expenses after expense waiver 23,493 80
- -----------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 199,128 509
- -----------------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on sales of investments
(including options purchased) (1,869) 110
- -----------------------------------------------------------------------------------------------
Net realized loss from futures transactions (3,984) --
- -----------------------------------------------------------------------------------------------
Net realized gain (loss) (5,853) 110
- -----------------------------------------------------------------------------------------------
Change in net unrealized appreciation on investments 178,553 711
- -----------------------------------------------------------------------------------------------
Net gain on investments 172,700 821
- -----------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $371,828 1,330
- -----------------------------------------------------------------------------------------------
</TABLE>
(a) For the period from November 1, 1994 (initial public offering) to
September30, 1995.
See accompanying Notes to Financial Statements.
29
<PAGE> 116
Financial Statements
STATEMENT OF CHANGES IN NET ASSETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
INTERMEDIATE
MUNICIPAL FUND
NOVEMBER 1,
MUNICIPAL FUND 1994 TO
YEAR ENDED SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATIONS, DIVIDENDS AND CAPITAL SHARE ACTIVITY
Net investment income $ 199,128 215,376 509
- -----------------------------------------------------------------------------------------------
Net realized gain (loss) (5,853) 28,967 110
- -----------------------------------------------------------------------------------------------
Change in net unrealized
appreciation 178,553 (396,629) 711
- -----------------------------------------------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations 371,828 (152,286) 1,330
- -----------------------------------------------------------------------------------------------
Net equalization credits -- 1,505 --
- -----------------------------------------------------------------------------------------------
Distribution from net
investment income (199,128) (218,505) (509)
- -----------------------------------------------------------------------------------------------
Distribution from net
realized gain on investments (12,759) (121,549) --
- -----------------------------------------------------------------------------------------------
Total dividends to shareholders (211,887) (340,054) (509)
- -----------------------------------------------------------------------------------------------
Net increase (decrease) from
capital share transactions (366,290) 135,206 15,248
- -----------------------------------------------------------------------------------------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS (206,349) (355,629) 16,069
- -----------------------------------------------------------------------------------------------
NET ASSETS
Beginning of period 3,716,997 4,072,626 100
- -----------------------------------------------------------------------------------------------
END OF PERIOD $3,510,648 3,716,997 16,169
- -----------------------------------------------------------------------------------------------
UNDISTRIBUTED NET
INVESTMENT INCOME -- 29,011 --
- -----------------------------------------------------------------------------------------------
</TABLE>
30
<PAGE> 117
Notes to Financial Statements
1 DESCRIPTION OF THE FUNDS
The Kemper National Tax-Free Income Series (the Trust) is an open-end,
management investment company comprised of Kemper Municipal Bond Fund
(Municipal Fund) and Kemper Intermediate Muncipal Bond Fund (Intermediate
Municipal Fund). The Intermediate Municipal Fund began offering shares on
November 1, 1994. The Trust is organized as a business trust under the laws of
Massachusetts.
The Funds currently offer three classes of shares. Class A shares 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 or a contingent deferred
sales charge but are subject to higher ongoing expenses than Class A shares and
do not convert into another class. The Funds may offer Class I shares (none
sold at September 30, 1995) to a limited group of investors which are not
subject to initial or contingent deferred sales charges and have lower ongoing
expenses than other classes. Each share of a Fund represents an identical
interest in the investments of the Fund and has the same rights.
2 SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION. Investments are stated at value. Fixed income
securities are valued by using market quotations, or independent pricing
services that use prices provided by market makers or estimates of market
values obtained from yield data relating to instruments or securities with
similar characteristics. Exchange traded options are valued at the last sale
price unless there is no sale price, in which event prices provided by market
makers are used. Over-the-counter traded options are valued based upon prices
provided by market makers. Financial futures and options thereon are valued at
the settlement price established each day by the board of trade or exchange on
which they are traded. Other securities and assets are valued at fair value as
determined in good faith by the Board of Trustees.
INVESTMENT TRANSACTIONS AND INVESTMENT INCOME. Investment transactions
are accounted for on the trade date (date the order to buy or sell is
executed). Interest income is recorded on the accrual basis and premiums and
original issue discount on securities are amortized. Realized gains and losses
from investment transactions are reported on an identified cost basis.
EXPENSES. Expenses arising in connection with a specific Fund are allocated to
that Fund. Other Trust expenses are allocated between the Funds in proportion
to their relative net assets.
FUND SHARE VALUATION. Fund shares are sold and redeemed on a continuous basis
at net asset value (plus an initial sales charge on most sales of Class A
Shares). Proceeds payable on redemption of Class B Shares will be reduced by
the amount of any applicable contingent deferred sales charge. On each day the
New York Stock Exchange is open for trading, the net asset value per share is
determined as of the per share is determined separately for each class by
dividing the Fund's net
31
<PAGE> 118
Notes to Financial Statements
assets attributable to that class by the number of shares of the class
outstanding.
FEDERAL INCOME TAXES AND DIVIDENDS TO SHAREHOLDERS. Each Fund has complied
with the special provisions of the Internal Revenue Code available to
investment companies and therefore no federal income tax provision is required.
Differences in dividends per share are due to different class expenses. Each
Fund declares and records a daily dividend equal to its net investment income
for that day, to holders of shares for which payment has been received. Income
dividends are then distributed monthly.
Distributions are determined in accordance with income tax principles which may
treat certain transactions differently than generally accepted accounting
principles.
3 TRANSACTIONS WITH AFFILIATES
MANAGEMENT AGREEMENT. The Trust has a management agreement with Kemper
Financial Services, Inc. (KFS). The Municipal Fund pays a fee at an annual rate
of .45% of the first $250 million of average daily net assets declining
gradually to .32% of average daily net assets in excess of $12.5 billion. The
Municipal Fund paid a management fee of $14,685,000 for the year ended
September 30, 1995.
The Intermediate Municipal Fund pays a management fee at an annual rate of .55%
of the first $250 million of average daily net assets declining gradually to
.40% of average daily net assets in excess of $12.5 billion. The management fee
for the Intermediate Municipal Fund was waived and absorbed by KFS until April
30, 1995. Thereafter the management fee is being reinstated gradually. For the
period ended September 30, 1995, the Intermediate Municipal Fund paid a
management fee of $5,000 after the waiver.
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT. The Trust has an underwriting
and distribution services agreement with Kemper Distributors, Inc. (KDI). As
principal underwriter for the Trust, KDI retained commissions of $290,000 for
the period ended September 30, 1995 for sales of Class A shares after allowing
$2,021,000 as commissions to firms of which $409,000 was paid to firms
affiliated with KDI. For distribution services, the Trust pays KDI a fee of
.75% of average daily net assets of the Class B and Class C shares. Pursuant to
the agreement, KDI enters into related selling group agreements with various
firms that provide distribution services to investors. KDI compensates these
firms at various rates for sales of Class B and Class C shares. During the
period ended September 30, 1995, the Trust incurred a distribution services fee
for Class B and Class C shares of $208,000, and KDI paid $660,000 for
commissions and distribution fees to firms, including $180,000 to firms
affiliated with KDI. In addition, KDI received $65,000 of contingent deferred
sales charges.
ADMINISTRATIVE SERVICES AGREEMENT. The Trust has an administrative
services agreement with KDI. For providing information and administrative
services to shareholders, the Trust pays KDI a fee at an annual rate of up to
.25% of average daily net assets. KDI in turn has various agreements with
financial services firms that provide these services and pays these firms based
on assets of Trust accounts the firms service. For the
32
<PAGE> 119
Notes to Financial Statements
period ended September 30, 1995, the Trust incurred an administrative
services fee of $4,872,000 and KDI paid $4,881,000 to firms, including $942,000
that was paid to firms affiliated with KDI.
SHAREHOLDER SERVICES AGREEMENT. Pursuant to a services agreement with the
Trust's custodian and transfer agent, Kemper Service Company (KSvC) is the
shareholder service agent of the Trust. For the period ended September 30,
1995, the custodian remitted shareholder services fees of $1,910,000 to KSvC.
OFFICERS AND TRUSTEES. Certain officers or trustees of the Trust are also
officers or directors of KFS. During the period ended September 30,
1995, the Trust made no direct payments to its officers and incurred trustees'
fees of $47,000 to independent trustees.
4 INVESTMENT TRANSACTIONS
For the period ended September 30, 1995, investment transactions (excluding
short-term instruments) are as follows (in thousands):
<TABLE>
<CAPTION>
INTERMEDIATE
MUNICIPAL FUND MUNICIPAL FUND
<S> <C> <C>
Purchases $2,956,244 21,224
Proceeds from sales 3,380,112 6,537
</TABLE>
5 CAPITAL SHARE TRANSACTIONS
The following tables summarize the activity in capital shares of the Funds
(in thousands):
MUNICIPAL FUND
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
1995 1994
----------------------- -----------------------
SHARES AMOUNT SHARES AMOUNT
SHARES SOLD
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 22,333 $219,677 50,713 $517,534
-------------------------------------------------------------------------
Class B 3,144 30,627 1,748 17,481
-------------------------------------------------------------------------
Class C 122 1,214 87 861
-------------------------------------------------------------------------
<CAPTION>
SHARES ISSUED IN REINVESTMENT OF DIVIDENDS
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 13,788 134,811 22,146 229,840
-------------------------------------------------------------------------
Class B 89 878 16 155
-------------------------------------------------------------------------
Class C 4 39 1 4
-------------------------------------------------------------------------
<CAPTION>
SHARES REDEEMED
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A (76,431) (744,574) (62,190) (624,503)
-------------------------------------------------------------------------
Class B (861) (8,415) (628) (6,166)
-------------------------------------------------------------------------
Class C (56) (547) -- --
-------------------------------------------------------------------------
<CAPTION>
CONVERSION OF SHARES
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 68 666 11 109
-------------------------------------------------------------------------
Class B (68) (666) (11) (109)
-------------------------------------------------------------------------
<CAPTION>
<S> <C> <C>
NET INCREASE
(DECREASE) FROM
CAPITAL SHARE TRANSACTIONS $(366,290) $135,206
-------------------------------------------------------------------------
</TABLE>
33
<PAGE> 120
Notes to Financial Statements
INTERMEDIATE MUNICIPAL FUND
<TABLE>
<CAPTION>
NOVEMBER 1, 1994 TO
SEPTEMBER 30, 1995
--------------------------
SHARES AMOUNT
SHARES SOLD
----------------------------------------------------------------------------
<S> <C> <C>
Class A 1,703 $ 16,599
----------------------------------------------------------------------------
Class B 313 3,046
----------------------------------------------------------------------------
Class C 66 673
----------------------------------------------------------------------------
SHARES ISSUED IN REINVESTMENT OF DIVIDENDS
----------------------------------------------------------------------------
Class A 32 320
----------------------------------------------------------------------------
Class B 5 51
----------------------------------------------------------------------------
Class C 2 16
----------------------------------------------------------------------------
SHARES REDEEMED
----------------------------------------------------------------------------
Class A (481) (4,817)
----------------------------------------------------------------------------
Class B (61) (610)
----------------------------------------------------------------------------
Class C (3) (30)
----------------------------------------------------------------------------
NET INCREASE
FROM CAPITAL
SHARE TRANSACTIONS $ 15,248
----------------------------------------------------------------------------
</TABLE>
34
<PAGE> 121
Financial Highlights
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------
YEAR ENDED SEPTEMBER 30,
Municipal Fund 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year $9.69 10.95 10.29 10.05 9.40
- -----------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .55 .55 .61 .65 .69
- -----------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .50 (.92) .82 .35 .62
- -----------------------------------------------------------------------------------------------------------------
Total from investment operations 1.05 (.37) 1.43 1.00 1.31
- -----------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .55 .56 .62 .63 .66
- -----------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .04 .33 .15 .13 --
- -----------------------------------------------------------------------------------------------------------------
Total dividends .59 .89 .77 .76 .66
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of year $10.15 9.69 10.95 10.29 10.05
- -----------------------------------------------------------------------------------------------------------------
TOTAL RETURN 11.15% (3.67) 14.50 10.36 14.36
- -----------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
Expenses .66% .60 .47 .48 .48
- -----------------------------------------------------------------------------------------------------------------
Net investment income 5.63 5.42 5.78 6.44 6.97
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
---------------------------------- -----------------------------------
YEAR ENDED MAY 31, 1994 TO YEAR ENDED MAY 31, 1994 TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $9.67 9.95 9.69 9.95
- -------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .46 .14 .47 .16
- -------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) .50 (.26) .51 (.26)
- -------------------------------------------------------------------------------------------------------------------
Total from investment operations .96 (.12) .98 (.10)
- -------------------------------------------------------------------------------------------------------------------
Less dividends:
Distribution from net investment income .46 .16 .47 .16
- -------------------------------------------------------------------------------------------------------------------
Distribution from net realized gain .04 -- .04 --
- -------------------------------------------------------------------------------------------------------------------
Total dividends .50 .16 .51 .16
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $10.13 9.67 10.16 9.69
- -------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 10.17% (1.24) 10.32 (1.03)
- -------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
Expenses 1.55% 1.56 1.51 1.53
- -------------------------------------------------------------------------------------------------------------------
Net investment income 4.74 4.55 4.78 4.56
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
SUPPLEMENTAL DATA FOR ALL CLASSES
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Net assets at end of year (in thousands) $3,510,648 3,716,997 4,072,626 3,154,972 2,465,928
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 86% 50 52 32 29
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
35
<PAGE> 122
Financial Highlights
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
----------------------------------------------------------------------------
NOVEMBER 1, 1994 (INITIAL PUBLIC OFFERING)
Intermediate Municipal Fund TO SEPTEMBER 30, 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period $ 9.50 9.50 9.50
- ------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .45 .36 .38
- ------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain .68 .68 .69
- ------------------------------------------------------------------------------------------------------------------------
Total from investment operations 1.13 1.04 1.07
- ------------------------------------------------------------------------------------------------------------------------
Less distribution from net investment income .45 .36 .38
- ------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $110.18 10.18 10.19
- ------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 12.08% 11.13 11.43
- ------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (A)
- ------------------------------------------------------------------------------------------------------------------------
Expenses absorbed by the Fund .55% 1.42 1.28
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 5.00 4.13 4.27
- ------------------------------------------------------------------------------------------------------------------------
OTHER RATIOS TO AVERAGE NET ASSETS (A)
- ------------------------------------------------------------------------------------------------------------------------
Expenses 1.05% 1.92 1.78
- ------------------------------------------------------------------------------------------------------------------------
Net investment income 4.50 3.63 3.77
- ------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA FOR ALL CLASSES
- ------------------------------------------------------------------------------------------------------------------------
Net assets at end of period (in thousands) $16,169
- ------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 60%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTES: (A) KFS agreed to waive the management fee of the Intermediate Municipal
Fund from its inception, November 1, 1994, through April 30, 1995. Thereafter,
the management fee is being gradually reinstated. "Other ratios to average net
assets" are computed without the undertaking to waive the management fee.
Ratios have been determined on an annualized basis. Total return is not
annualized and does not reflect the effect of any sales charges.
Federal Tax Status of 1995 Dividends
All of the dividends paid from net investment income by the Funds constitute
tax-exempt interest that is not taxable for federal income tax purposes;
however, a portion of the dividends paid may be includable in the alternative
minimum tax calculation. A short-term capital gain dividend is taxable as
ordinary income, and a long-term capital gain dividend is taxable as a
long-term capital gain regardless of how long you have owned your shares.
36
<PAGE> 123
KEMPER NATIONAL TAX-FREE INCOME SERIES
PART C.
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
(i) Financial statements included in Part A of the Registration
Statement:
Financial Highlights.
(ii) Financial statements included in Part B of the Registration
Statement:
Kemper Municipal Bond Fund.
Statement of assets and liabilities--September 30, 1995.
Statement of operations for the year ended September 30, 1995.
Statement of changes in net assets for each of the two years in
the period ended September 30, 1995.
Portfolio of investments--September 30, 1995.
Notes to financial statements.
Kemper Intermediate Municipal Bond Fund.
Statement of assets and liabilities--September 30, 1995.
Statement of operations for the period November 1, 1994 to
September 30, 1995.
Statement of changes in net assets for the period November 1,
1994 to September 30, 1995.
Portfolio of investments--September 30, 1995.
Notes to financial statements.
Schedules II, III, IV and V are omitted as the required information is
not present.
Schedule I has been omitted as the required information is presented in
the portfolio of investments.
(b) Exhibits
<TABLE>
<S> <C>
99.B1(a) Amended and Restated Agreement and Declaration of Trust.*
99.B1(b) Written Instrument Amending the Agreement and Declaration of
Trust.*
99.B2. By-Laws.
99.B3. Inapplicable.
99.B4(a) Text of Share Certificate.*
99.B4(b) Written Instrument Establishing and Designating Separate
Classes of Shares.*
99.B4(c) Written Instrument Establishing and Designating Kemper
Intermediate Municipal Bond Fund.*
99.B4(d) Written Instrument Changing the Name of a Series.*
99.B5(a) Investment Management Agreement (Kemper Municipal Bond Fund).*
99.B5(b) Investment Management Agreement (Kemper Intermediate Municipal
Bond Fund).*
99.B6(a) Underwriting and Distribution Services Agreement.*
99.B6(b) Assignment and Assumption Agreement*
99.B6(c) Form of Selling Group Agreement.*
99.B7. Inapplicable.
99.B8. Custody Agreement.
99.B9(a) Agency Agreement.*
99.B9(b) Supplement to Agency Agreement.*
99.B9(c) Administrative Services Agreement.*
99.B9(d) Amendment to Administrative Services Agreement.*
99.B9(e) Assignment and Assumption Agreement*
99.B10. Legal Opinion and Consent.
99.B11. Report and Consent of Independent Auditors.
99.B12. Inapplicable.
</TABLE>
C-1
<PAGE> 124
<TABLE>
<S> <C>
99.B13. Inapplicable.
99.B14. Inapplicable.
99.B15. See 6(a) above (Class B and Class C shares).
99.B16. Performance Calculations.*
99.B18. Multi-Distribution System Plan.
99.B24. Powers of Attorney.
27.All Municipal Financial Data Schedule
27.A Municipal Financial Data Schedule
27.B Municipal Financial Data Schedule
27.C Municipal Financial Data Schedule
27.All Inter.Muni. Financial Data Schedule
27.A Inter.Muni. Financial Data Schedule
27.B Inter.Muni. Financial Data Schedule
27.C Inter.Muni. Financial Data Schedule
99.485(b) Letter Representation of Counsel (Rule 485(b)).
</TABLE>
- ---------------
* Incorporated herein by reference to the Amendment to Registrant's
Registration Statement on Form N-1A identified below:
<TABLE>
<CAPTION>
POST-EFFECTIVE
EXHIBIT NO. AMENDMENT NO. DATE OF FILING
----------------------------------- ----------------------- -----------------------
<S> <C> <C>
16 26 1/20/89
1, 4, 5, 6, 9 and 16 39 3/14/95
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Inapplicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of October 13, 1995, there were 86,252 Class A, 1,059 Class B and 92
Class C holders of record of Kemper Municipal Bond Fund and 218 Class A, 57
Class B and 15 Class C holders of record of Kemper Intermediate Municipal Bond
Fund.
ITEM 27. 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 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.
C-2
<PAGE> 125
ITEM 28.(A) BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Information pertaining to business and other connections of the
Registrant's investment adviser is hereby incorporated by reference to the
section of the Prospectus captioned "Investment Manager and Underwriter," and to
the section of the Statement of Additional Information captioned "Investment
Manager and Underwriter."
Kemper Financial Services, Inc., investment adviser of the Registrant, is
investment adviser of the following:
Kemper Mutual Funds:
Kemper Technology Fund
Kemper Total Return Fund
Kemper Growth Fund
Kemper Small Capitalization Equity Fund
Kemper Income and Capital Preservation Fund
Kemper Money Market Fund
Kemper National Tax-Free Income Series
Kemper Diversified Income Fund
Kemper High Yield Fund
Cash Equivalent Fund
Kemper U.S. Government Securities Fund
Kemper International Fund
Kemper Portfolios
Kemper State Tax-Free Income Series
Tax-Exempt California Money Market Fund
Kemper Adjustable Rate U.S. Government Fund
Kemper Blue Chip Fund
Kemper Global Income Fund
Kemper Target Equity Fund
Cash Account Trust
Investors Cash Trust
Tax-Exempt New York Money Market Fund
Kemper Value Plus Growth Fund
Kemper Closed-End Funds:
Kemper High Income Trust
Kemper Intermediate Government Trust
Kemper Municipal Income Trust
Kemper Multi-Market Income Trust
Kemper Strategic Municipal Income Trust
The Growth Fund of Spain, Inc.
Kemper Strategic Income Fund
Kemper Financial Services, Inc. also furnishes investment advice to and
manages investment portfolios for other clients including Kemper Investors Fund,
Sterling Funds and Kemper International Bond Fund.
C-3
<PAGE> 126
Item 28(b)(i) Business and Other Connections of Officers
and Directors of Kemper Financial Services Inc.,
the Investment Advisor
MATHIS, DAVID B.
Director, Kemper Financial Services, Inc.
Director, Federal Kemper Life Assurance Company
Director, Fidelity Life Association
Director, Chairman and Chief Executive Officer, Kemper Corporation
Director, Kemper Financial Companies, Inc.
Director, Kemper Investors Life Insurance Company
Director, IMC Global, Inc.
Trustee, Kemper Funds
Chairman of the Board, Lumbermen's Mutual Casualty Company
TIMBERS, STEPHEN B.
Director, Chairman, Chief Executive Officer and Chief Investment Officer,
Kemper Financial Services, Inc.
Director, Vice President, Kemper Asset Holdings, Inc.
Director, Kemper Distributors, Inc.
Director, Chairman, Kemper Asset Management Company
Director, Chairman, Kemper Service Company
Director, Federal Kemper Life Assurance Company
Director, Dreman Value Advisors, Inc.
Director, Vice President, FKLA Loire Court, Inc.
Vice President, FKLA Realty Corporation
Director, President, Galaxy Offshore, Inc.
Director, Vice President, FLA First Nationwide, Inc.
Director, Vice President, FLA Plate Building, Inc.
Vice President, FLA Realty Corp.
Director, President and Chief Operating Officer, Kemper
Corporation
Director, Chairman, President and Chief Executive Officer, Kemper Financial
Companies, Inc.
Director, President, Kemper International Management, Inc.
Director, Kemper Investors Life Insurance Company
Trustee and President, Kemper Funds
Vice President, Kemper Portfolio Corp.
Director, Vice President, Kemper Real Estate, Inc.
C-4
<PAGE> 127
Director, Vice President, Kemper/Cymrot Management, Inc.
Director, Vice President, Kemper/Cymrot, Inc.
Vice President, KFC Portfolio Corp.
Director, Vice President, KI Arnold Industrial, Inc.
Director, Vice President, KI Canyon Park, Inc.
Director, Vice President, KI Centreville, Inc.
Director, Vice President, KI Colorado Boulevard, Inc.
Director, Vice President, KI Dublin Boulevard, Inc.
Director, Vice President, KI LaFiesta Square, Inc.
Director, Vice President, KI Lewinsville, Inc.
Director, Vice President, KI Monterey Research, Inc.
Director, Vice President, KI Olive Street, Inc.
Director, Vice President, KI Sutter Street, Inc.
Director, Vice President, KI Thornton Boulevard, Inc.
Vice President, KILICO Realty Corporation
Director, Vice President, KR 77 Fitness Center, Inc.
Director, Vice President, KR Avondale Redmond, Inc.
Director, Vice President, KR Black Mountain, Inc.
Director, Vice President, KR Brannan Resources, Inc.
Director, Vice President, KR Clay Capital, Inc.
Director, Vice President, KR Cranbury, Inc.
Director, Vice President, KR Delta Wetlands, Inc.
Director, Vice President, KR Gainesville, Inc.
Director, Vice President, KR Hotels, Inc.
Director, Vice President, KR Lafayette Apartments, Inc.
Director, Vice President, KR Lafayette BART, Inc.
Director, Vice President, KR Palm Plaza, Inc.
Director, Vice President, KR Red Hill Associates, Inc.
Director, Vice President, KR Seagate/Gateway North, Inc.
Director, Vice President, KR Venture Way, Inc.
Director, Vice President, KR Walnut Creek, Inc.
Director, The LTV Corporation
Director, Investment Analysts Society of Chicago
NEAL, JOHN E.
Director, President and Chief Operating Officer, Kemper Financial Services,
Inc.,
Senior Vice President, Kemper Corporation
Director, President, Kemper Service Company
Director, Kemper Distributors, Inc.
Director, Kemper Asset Management Company
Director, Dreman Value Advisors, Inc.
Director, Ardenwood Financial Corporation
Director, Avondale Redmond, Inc.
Director, Black Mountain, Inc.
Director, Brannan Resources, Inc.
Director, Butterfield Financial Corporation
Director, Camelot Financial Corporation
Director, Clay Capital, Inc.
Director, Coast Broadcasting Company
C-5
<PAGE> 128
Director, Crow Canyon, Inc.
Director, Hawaii Kai Development Company
Director, Kacor Gateway, Inc.
Director, Kailua Associates, Inc.
Director, Kacor Trust Deed Company
Director, Community Investment Corporation
Director, Continental Community Development Corporation
Director, President, Kemper Real Estate, Inc.
Director, President, Kemper Cymrot, Inc.
Director, President, Cymrot Management, Inc.
Director, President, FKLA Loire Court, Inc.
Director, Vice President, FKLA Realty Corporation
Director, President, FLA First Nationwide, Inc.
Director, President, FLA Plate Building, Inc.
Director, Vice President, FLA Realty Corporation
Director, Kemper/Lumbermens Properties, Inc.
Director, Senior Vice President, Kemper Real Estate Management Company
Director, KRDC, Inc.
Director, Lafayette Apartments, Inc.
Director, Lafayette Hills, Inc.
Director, Margarita Village Retirement Community, Inc.
Director, Mesa Homes
Director, Mesa Homes Brokerage Company
Director, Mount Doloroes Corporation
Director, Montgomery Gallery, Inc.
Director, Monterey Research Park, Inc.
Director, One Corporate Centre, Inc.
Director, Pacific Homes, Inc.
Director, Palomar Triad, Inc.
Director, Pine/Battery Properties, Inc.
Director, Rancho and Industrial Property Brokerage, Inc.
Director, Rancho California, Inc.
Director, Rancho Regional Shopping Center, Inc.
Director, Red Hill Associates, Inc.
Director, Seagate Associates, Inc.
Director, Seattle Gateway, Inc.
Director, Sutter Street, Inc.
Director, Technology Way, Inc.
Director, Time DC, Inc.
Director, Tourelle Corporation
Director, Two Corporate Centre, Inc.
Director, Venture Way, Inc.
Director, Vice President, Kemper Portfolio Corporation
Director, Vice President, KFC Portfolio Corporation
Director, Vice President, KILICO Realty Corporation
Director, President, KI Arnold Industrial, Inc.
Director, President, KI Canyon Park, Inc.
Director, President, KI Centreville, Inc.
Director, President, KI Colorado Boulevard, Inc.
Director, President, KI Dublin Boulevard, Inc.
Director, President, KI LaFiesta Square, Inc.
C-6
<PAGE> 129
Director, President, KI Lewinsville, Inc.
Director, President, KI Monterey Research, Inc.
Director, President, KI Olive Street, Inc.
Director, President, KI Thornton Boulevard, Inc.
Director, President, KI Sutter Street, Inc.
Director, President, KR 77 Fitness Center, Inc.
Director, President, KR Avondale Redmond, Inc.
Director, President, KR Black Mountain, Inc.
Director, President, KR Brannan Resources, Inc.
Director, President, KR Clay Capital, Inc.
Director, President, KR Cranbury, Inc.
Director, President, KR Delta Wetlands, Inc.
Director, President, KR Gainesville, Inc.
Director, President, KR Hotels, Inc.
Director, President, KR Lafayette Apartments, Inc.
Director, President, KR Lafayette BART, Inc.
Director, President, KR Palm Plaza, Inc.
Director, President, KR Red Hill Associates, Inc.
Director, President, KR Seagate/Gateway North, Inc.
Director, President, KR Venture Way, Inc.
Director, President, KR Walnut Creek, Inc.
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
Director, KRDC, Inc.
Director, RespiteCare
Director, President, SMS Realty Corp.
Director, Urban Shopping Centers, Inc.
Vice President, Kemper-Dreman Fund, Inc.
Vice President, Kemper Value Plus Growth Fund
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Horizon Fund
PETERS, JOHN E.
Director, Senior Executive Vice President, Kemper Financial
Services, Inc.
Director, Dreman Value Advisors, Inc.
Director, President, Kemper Distributors, Inc.
Vice President, Kemper Asset Management Company
Vice President, Kemper Funds
Director, Kemper Service Company
FITZPATRICK, JOHN H.
Director, Chief Financial Officer, Kemper Financial Services, Inc.
Director, Ardenwood Financial Corporation
Director, Camelot Financial Corporation
Director, Crow Canyon, Inc.
Director, Hawaii Kai Development Company
Director, Kacor Gateway, Inc.
Director, Kacor Trust Deed Company
Director, Senior Vice President and Chief Financial Officer,
C-7
<PAGE> 130
Federal Kemper Life Assurance Company
Senior Vice President, Chief Financial Officer, Fidelity Life
Association
Director, Vice President, FKLA Loire Court, Inc.
Director, Vice President, FLA First Nationwide, Inc.
Director, Vice President, FLA Plate Building, Inc.
Director, Executive Vice President and Chief Financial Officer,
Kemper Corporation
Director, Executive Vice President and Chief Financial
Officer, Kemper Financial Companies, Inc.
Senior Vice President, Kemper Investors Life Insurance Company
Director, Vice President, Kemper/Cymrot Management, Inc.
Director, Vice President, Kemper/Cymrot, Inc.
Director, Vice President, Kemper/Lumbermens Properties, Inc.
Director, Senior Vice President, Kemper Real Estate Management
Company
Director, KRDC, Inc.
Director, Margarita Village Retirement Community, Inc.
Director, Mesa Homes
Director, Mesa Homes Brokerage Company
Director, Montgomery Gallery, Inc.
Director, One Corporate Centre, Inc.
Director, Pacific Homes, Inc.
Director, Palomar Triad, Inc.
Director, Pine/Battery Properties, Inc.
Director, Rancho and Industrial Property Brokerage, Inc.
Director, Rancho California, Inc.
Director, Rancho Regional Shopping Center, Inc.
Director, Seattle Gateway, Inc.
Director, SMS Realty Corporation
Director, Sutter Street, Inc.
Director, Time DC, Inc.
Director, Two Corporate Centre, Inc.
Director, Vice President, KFC Portfolio Corp.
Director, Vice President, KI Arnold Industrial, Inc.
Director, Vice President, KI Canyon Park, Inc.
Director, Vice President, KI Centreville, Inc.
Director, Vice President, KI Colorado Boulevard, Inc.
Director, Vice President, KI Dublin Boulevard, Inc.
Director, Vice President, KI LaFiesta Square, Inc.
Director, Vice President, KI Lewinsville, Inc.
Director, Vice President, KI Monterey Research, Inc.
Director, Vice President, KI Olive Street, Inc.
Director, Vice President, KI Sutter Street, Inc.
Director, Vice President, KI Thornton Boulevard, Inc.
Director, Vice President, KILICO Realty Corporation
Director, Vice President, KR 77 Fitness Center, Inc.
Director, Vice President, KR Avondale Redmond, Inc.
Director, Vice President, KR Black Mountain, Inc.
Director, Vice President, KR Brannan Resources, Inc.
Director, Vice President, KR Clay Capital, Inc.
Director, Vice President, KR Cranbury, Inc.
Director, Vice President, KR Delta Wetlands, Inc.
Director, Vice President, KR Gainesville, Inc.
C-8
<PAGE> 131
Director, Vice President, KR Hotels, Inc.
Director, Vice President, KR Lafayette Apartments, Inc.
Director, Vice President, KR Lafayette BART, Inc.
Director, Vice President, KR Palm Plaza, Inc.
Director, Vice President, KR Red Hill Associates, Inc.
Director, Vice President, KR Seagate/Gateway North, Inc.
Director, Vice President, KR Venture Way, Inc.
Director, Vice President, KR Walnut Creek, Inc.
BEIMFORD, JR., JOSEPH P.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Galaxy Offshore, Inc.
Vice President, Investors Cash Trust
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Global Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper International Bond Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Money Market Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Municipal Income Trust
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Portfolios
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Kemper U.S. Government Securities Fund
Vice President, Sterling Funds
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund
CHAPMAN II, WILLIAM E.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.
COXON, JAMES H.
Executive Vice President, Kemper Financial Services, Inc.
Director, Vice President, Galaxy Offshore, Inc.
Executive Vice President, Kemper Asset Management Company
FERRO, DENNIS H.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper International Fund
Director, Managing Director-Equities, Kemper Investment Management
Company Limited
Vice President, Kemper Investors Fund
Vice President, Kemper Target Equity Fund
C-9
<PAGE> 132
Vice President, The Growth Fund of Spain, Inc.
GREENAWALT, JAMES L.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.
JOHNS, GORDON K.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Global Income Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper International Bond Fund
Vice President, Kemper International Management, Inc.
Managing Director and Joint Secretary, Kemper Investment
Management Company Limited
Vice President, Kemper Multi-Market Income Trust
Director, Thames Heritage Parade Limited
LANGBAUM, GARY A.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Total Return Fund
Vice President, Kemper Investors Fund
REYNOLDS, STEVEN H.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund
Vice President, Kemper Total Return Fund
Vice President, Kemper Growth Fund
Vice President, Kemper Small Capitalization Equity Fund
Vice President, Kemper International Fund
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Value Plus Growth Fund
Vice President, Kemper Quantitative Equity Fund
SILIGMUELLER, DALE S.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Service Company
BUKOWSKI, DANIEL J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Value Plus Growth Fund
BUTLER, DAVID H.
Senior Vice President, Kemper Financial Services, Inc.
CERVONE, DAVID M.
Senior Vice President, Kemper Financial Services, Inc.
CESSINE, ROBERT S.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
CHESTER, TRACY McCORMICK
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Target Equity Fund
Vice President, Kemper Value Plus Growth Fund
CIARLELLI, ROBERT W.
Senior Vice President, Kemper Financial Services, Inc.
Executive Vice President, Kemper Service Company
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<PAGE> 133
COLLECCHIA, FRANK E.
Senior Vice President, Kemper Financial Services, Inc.
Senior Investment Officer, Federal Kemper Life Assurance
Company
Senior Investment Officer, Fidelity Life Association
Vice President, FKLA Loire Court, Inc.
Vice President, FLA First Nationwide, Inc.
Vice President, FLA Plate Building, Inc.
Vice President, Galaxy Offshore, Inc.
Senior Investment Officer, Kemper Investors Life Insurance
Company
Vice President, KI Arnold Industrial, Inc.
Vice President, KI Canyon Park, Inc.
Vice President, KI Centreville, Inc.
Vice President, KI Colorado Boulevard, Inc.
Vice President, KI Dublin Boulevard, Inc.
Vice President, KI LaFiesta Square, Inc.
Vice President, KI Lewinsville, Inc.
Vice President, KI Monterey Research, Inc.
Vice President, KI Olive Street, Inc.
Vice President, KI Sutter Street, Inc.
Vice President, KI Thornton Boulevard, Inc.
Vice President, KR 77 Fitness Center, Inc.
Vice President, KR Avondale Redmond, Inc.
Vice President, KR Black Mountain, Inc.
Vice President, KR Brannan Resources, Inc.
Vice President, KR Clay Capital, Inc.
Vice President, KR Cranbury, Inc.
Vice President, KR Delta Wetlands, Inc.
Vice President, KR Gainesville, Inc.
Vice President, KR Halawa Associates, Inc.
Vice President, KR Hotels, Inc.
Vice President, KR Lafayette Apartments, Inc.
Vice President, KR Lafayette BART, Inc.
Vice President, KR Palm Plaza, Inc.
Vice President, KR Red Hill Associates, Inc.
Vice President, KR Seagate/Gateway North, Inc.
Vice President, KR Venture Way, Inc.
Vice President, KR Walnut Creek, Inc.
COLLORA, PHILIP J.
Senior Vice President and Assistant Secretary, Kemper Financial
Services, Inc.
Vice President and Secretary, Kemper Funds
Assistant Secretary, Kemper International Management, Inc.
DIERENFELDT, DAVID F.
Senior Vice President, Associate General Counsel,
Assistant Secretary, Kemper Financial Services, Inc.
Vice President and Secretary, Kemper Distributors, Inc.
Secretary, Dreman Value Advisors, Inc.
Assistant Secretary, Galaxy Offshore, Inc.
C-11
<PAGE> 134
Director, Secretary, INVEST Financial Corporation
Secretary, INVEST Financial Corporation Holding Company
Assistant Secretary, Investors Brokerage Services
Insurance Agency, Inc.
Assistant Secretary, Investors Brokerage Services, Inc.
Secretary, Kemper Asset Management Company
Assistant Secretary, Kemper International Management, Inc.
Assistant Secretary, Kemper Investment Management Company
Limited
Vice President and Assistant Secretary, Kemper Investors Fund
Secretary, Kemper Service Company
DUDASIK, PATRICK H.
Senior Vice President, Kemper Financial Services, Inc.
Executive Vice President, Chief Financial Officer and Treasurer,
Dreman Value Advisors, Inc.
Vice President and Treasurer, Kemper Asset Management Company
Treasurer and Chief Financial Officer, Kemper Distributors, Inc.
Treasurer and Chief Financial Officer, Kemper Service Company
Director and Treasurer, Kemper Investment Management Company
Limited
DUFFY, JEROME L.
Senior Vice President, Kemper Financial Services, Inc.
Treasurer, Kemper Funds
GALLAGHER, MICHAEL L.
Senior Vice President, Kemper Financial Services, Inc.
Senior Vice President, Kemper Service Company
GLASSMAN, HARVEY
Senior Vice President, Kemper Financial Services, Inc.
GOERS, RICHARD A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund
GUENTHER, HAROLD E.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Galaxy Offshore, Inc.
HUSSEY, KAREN A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Investors Fund
Vice President, Kemper Small Capitalization Equity Fund
INNES, BRUCE D.
Senior Vice President, Kemper Financial Services, Inc.
Co-President, International Association of Corporate and
Professional Recruiters
C-12
<PAGE> 135
KLEIN, GEORGE
Senior Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Asset Management
Company
KORTH, FRANK D.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund
McNAMARA, MICHAEL A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
MIER, CHRISTOPHER J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Municipal Income Trust
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Sterling Funds
MURRIHY, MAURA J.
Senior Vice President, Kemper Financial Services, Inc.
NATHANSON, IRA
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Corporation
RABIEGA, CRAIG F.
Senior Vice President, Kemper Financial Services, Inc.
First Vice President, Kemper Service Company
RACHWALSKI, JR. FRANK J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Investors Cash Trust
Vice President, Kemper Investors Fund
Vice President, Kemper Money Market Fund
Vice President, Kemper Portfolios
C-13
<PAGE> 136
Vice President, Sterling Funds
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund
REGNER, THOMAS M.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Horizon Fund
RESIS, JR., HARRY E.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
SCHUMACHER, ROBERT T.
Senior Vice President, Kemper Financial Services, Inc.
SLOAN, PAUL F.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Investors Fund
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Portfolios
Vice President, Kemper U.S. Government Securities Fund
Vice President, Kemper Adjustable Rate U.S. Government Fund
SMITH, JR., EDWARD BYRON
Senior Vice President, Kemper Financial Services, Inc.
VINCENT, CHRISTOPHER T.
Senior Vice President, Kemper Financial Services, Inc.
First Vice President, Kemper Asset Management Company
BAZAN, KENNETH M.
First Vice President, Kemper Financial Services, Inc.
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
BOEHM, JONATHAN J.
First Vice President, Kemper Financial Services, Inc.
Senior Vice President, Kemper Service Company
BURROW, DALE R.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Strategic Municipal Income Trust
BYRNES, ELIZABETH A.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Intermediate Government Trust
C-14
<PAGE> 137
CHIEN, CHRISTINE
First Vice President, Kemper Financial Services, Inc.
DeMAIO, CHRIS C.
First Vice President, Kemper Financial Services, Inc.
Vice President and Chief Accounting Officer, Kemper Service
Company
DEXTER, STEPHEN P.
First Vice President, Kemper Financial Services, Inc.
DOYLE, DANIEL J.
First Vice President, Kemper Financial Services, Inc.
FENGER, JAMES E.
First Vice President, Kemper Financial Services, Inc.
HALE, DAVID D.
First Vice President, Kemper Financial Services, Inc.
HARRINGTON, MICHAEL E.
First Vice President, Kemper Financial Services, Inc.
HORTON, ROBERT J.
First Vice President, Kemper Financial Services, Inc.
JACOBS, PETER M.
First Vice President, Kemper Financial Services, Inc.
KEELEY, MICHELLE M.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper Portfolios
KIEL, CAROL L.
First Vice President, Kemper Financial Services, Inc.
LAUGHLIN, ANN M.
First Vice President, Kemper Financial Services, Inc.
LENTZ, MAUREEN P.
First Vice President, Kemper Financial Services, Inc.
McCRINDLE-PETRARCA, SUSAN
First Vice President, Kemper Financial Services, Inc.
MINER, EDWARD
First Vice President, Kemper Financial Services, Inc.
MURRAY, SCOTT S.
First Vice President, Kemper Financial Services, Inc.
C-15
<PAGE> 138
Vice President, Kemper Service Company
PAYNE, III, ROBERT D.
First Vice President, Kemper Financial Services, Inc.
PANOZZO, ROBERTA L.
First Vice President, Kemper Financial Services, Inc.
RADIS, STEVE A.
First Vice President, Kemper Financial Services, Inc.
RATEKIN, DIANE E.
First Vice President, Assistant General Counsel and Assistant
Secretary, Kemper Financial Services, Inc.
Assistant Secretary, Kemper Distributors, Inc.
SILVIA, JOHN E.
First Vice President, Kemper Financial Services, Inc.
STUEBE, JOHN W.
First Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
THOUIN-LEERKAMP, EDITH A.
First Vice President, Kemper Financial Services, Inc.
Director-European Equities, Kemper Investment Management Company Limited
TRUTTER, JONATHAN W.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund
WETHERALD, ROBERT F.
First Vice President, Kemper Financial Services, Inc.
WILLSON, STEPHEN R.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Strategic Municipal Income Trust
WITTNEBEL, MARK E.
First Vice President, Kemper Financial Services, Inc.
BARRY, JOANN M.
Vice President, Kemper Financial Services, Inc.
BODEM, RICHARD A.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company
C-16
<PAGE> 139
CARNEY, ANNE T.
Vice President, Kemper Financial Services, Inc.
CARTER, PAUL J.
Vice President, Kemper Financial Services, Inc.
CHRISTIANSEN, HERBERT A.
Vice President, Kemper Financial Services, Inc.
First Vice President, Kemper Service Company
COHEN, JERRI I.
Vice President, Kemper Financial Services, Inc.
ESOLA, CHARLES J.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company
FRIHART, THORA A.
Vice President, Kemper Financial Services, Inc.
GERACI, AUGUST L.
Vice President, Kemper Financial Services, Inc.
GERICKE, KATHLEEN E.
Vice President, Kemper Financial Services, Inc.
GOLAN, JAMES S.
Vice President, Kemper Financial Services, Inc.
HESS, THOMAS L.
Vice President, Kemper Financial Services, Inc.
HUOT, LISA L.
Vice President, Kemper Financial Services, Inc.
KARWOWSKI, KENNETH F.
Vice President, Kemper Financial Services, Inc.
KNAPP, WILLIAM M.
Vice President, Kemper Financial Services, Inc.
KOCH, DEBORAH L.
Vice President, Kemper Financial Services, Inc.
KOURY, KATHRYN E.
Vice President, Kemper Financial Services, Inc.
KRANZ, KATHY J.
Vice President, Kemper Financial Services, Inc.
KRUEGER, PAMELA D.
Vice President, Kemper Financial Services, Inc.
C-17
<PAGE> 140
KYCE, JOYCE
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company
LeFEBVRE, THOMAS J.
Vice President, Kemper Financial Services, Inc.
MANGIPUDI, V. RAO
Vice President, Kemper Financial Services, Inc.
McGOVERN, KAREN B.
Vice President, Kemper Financial Services, Inc.
MILLER, MAUREEN A.
Vice President, Kemper Financial Services, Inc.
MITCHELL, KATHERINE H.
Vice President, Kemper Financial Services, Inc.
MURPHY, THOMAS M.
Vice President, Kemper Financial Services, Inc.
NEVILLE, BRIAN P.
Vice President, Kemper Financial Services, Inc.
PANOZZO, ALBERT R.
Vice President, Kemper Financial Services, Inc.
PONTECORE, SUSAN E.
Vice President, Kemper Financial Services, Inc.
QUADRINI, LISA L.
Vice President, Kemper Financial Services, Inc.
ROKOSZ, PAUL A.
Vice President, Kemper Financial Services, Inc.
ROSE, KATIE M.
Vice President, Kemper Financial Services, Inc.
SHULTZ, KAREN D.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company
SMITH, ROBERT G.
Vice President, Kemper Financial Services, Inc.
SOPHER, EDWARD O.
Vice President, Kemper Financial Services, Inc.
STROMM, LAWRENCE D.
Vice President, Kemper Financial Services, Inc.
C-18
<PAGE> 141
TEPPER, SHARYN A.
Vice President, Kemper Financial Services, Inc.
VANDEMERKT, RICHARD J.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company
WATKINS, JAMES K.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company
WERTH, ELIZABETH C.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Distributors, Inc.
Assistant Secretary, Kemper Mutual Funds
Assistant Secretary, Kemper International Bond Fund
Assistant Secretary, Kemper Target Equity Fund
Assistant Secretary, Sterling Funds
Assistant Secretary, Kemper-Dreman Fund, Inc.
Assistant Secretary, Kemper Horizon Fund
WIZER, BARBARA K.
Vice President, Kemper Financial Services, Inc.
ZURAWSKI, CATHERINE N.
Vice President, Kemper Financial Services, Inc.
C-19
<PAGE> 142
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the Kemper Mutual
Funds, Kemper Investors Fund, Sterling Funds, Kemper International Bond
Fund and the Kemper-Dreman Funds.
(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 120 South LaSalle Street, Chicago, Illinois
60603.
<TABLE>
<CAPTION>
POSITIONS AND
POSITIONS AND OFFICES OFFICES WITH
NAME WITH UNDERWRITER REGISTRANT
---- --------------------- -------------
<S> <C> <C>
John E. Peters Principal Director, President Vice President
William E. Chapman, II Director, Executive Vice President None
James L. Greenawalt Director, Executive Vice President None
John E. Neal Director None
Stephen B. Timbers Director President, Trustee
Patrick H. Dudasik Financial Principal, Treasurer
and Chief Financial Officer None
Linda A. Bercher Senior Vice President None
Thomas V. Bruns Senior Vice President None
Terry Cunningham Senior Vice President None
Daniel T. O'Lear Senior Vice President None
John H. Robison, Jr. Senior Vice President None
Henry J. Schulthesz Senior Vice President None
David F. Dierenfeldt Vice President, Secretary None
Carlene D. Merold Vice President None
Elizabeth C. Werth Vice President Assistant Secretary
Kathleen A. Gallichio Assistant Secretary None
Diane E. Ratekin Assistant Secretary None
</TABLE>
(c) Not applicable.
C - 20
<PAGE> 143
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All such accounts, books and other documents are maintained at the offices
of the Registrant, the offices of Registrant's investment manager, Kemper
Financial Services, Inc. and Kemper Distributors, Inc., the Registrant's
principal underwriter, 120 South LaSalle Street, Chicago, Illinois 60603 or at
the offices of the custodian and transfer agent, Investors Fiduciary Trust
Company, 127 West 10th Street, Kansas City, Missouri 64141 or at the offices of
the shareholder services agent, Kemper Service Company, 811 Main Street, Kansas
City, Missouri 64105.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
C-21
<PAGE> 144
S I G N A T U R E S
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(b) 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 30th day of October,
1995.
KEMPER NATIONAL TAX-FREE INCOME SERIES
By /s/ Stephen B. Timbers
-----------------------------
Stephen B. Timbers, President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below on
October 30, 1995 on behalf of the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Stephen B. Timbers President
- -------------------------------------- (Principal
Stephen B. Timbers Executive Officer)
and Trustee
/s/David W. Belin* Trustee
- --------------------------------------
/s/Lewis A. Burnham* Trustee
- --------------------------------------
/s/Donald L. Dunaway* Trustee
- --------------------------------------
/s/Robert B. Hoffman* Trustee
- --------------------------------------
/s/Donald R. Jones* Trustee
- --------------------------------------
/s/David B. Mathis* Trustee
- --------------------------------------
/s/Shirley D. Peterson* Trustee
- --------------------------------------
/s/William P. Sommers* Trustee
- --------------------------------------
/s/ Jerome L. Duffy
- -------------------------------------- Treasurer
Jerome L. Duffy (Principal
Financial and
Accounting Officer)
</TABLE>
*Philip J. Collora signs this document pursuant to powers of
attorney filed herewith.
/s/ Philip J. Collora
-----------------------------
Philip J. Collora
<PAGE> 145
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
Exhibits
99.B1(a) Amended and Restated Agreement and Declaration of
Trust.*
99.B1(b) Written Instrument Amending the Agreement and
Declaration of Trust.*
99.B2. By-Laws.
99.B3. Inapplicable.
99.B4(a) Text of Share Certificate.*
99.B4(b) Written Instrument Establishing and Designating
Separate Classes of Shares.*
99.B4(c) Written Instrument Establishing and Designating Kemper
Intermediate Municipal Bond Fund.*
99.B4(d) Written Instrument Changing the Name of a Series.*
99.B5(a) Investment Management Agreement (Kemper Municipal Bond
Fund).*
99.B5(b) Investment Management Agreement (Kemper Intermediate
Municipal Bond Fund).*
99.B6(a) Underwriting and Distribution Services Agreement.*
99.B6(b) Assignment and Assumption Agreement*
99.B6(c) Form of Selling Group Agreement.*
99.B7. Inapplicable.
99.B8. Custody Agreement.
99.B9(a) Agency Agreement.*
99.B9(b) Supplement to Agency Agreement.*
99.B9(c) Administrative Services Agreement.*
99.B9(d) Amendment to Administrative Services Agreement.*
99.B9(e) Assignment and Assumption Agreement*
99.B10. Legal Opinion and Consent.
99.B11. Consent and Report of Independent Auditors.
99.B12. Inapplicable.
99.B13. Inapplicable.
99.B14. Inapplicable.
99.B15. See 6(a) above (Class B and Class C shares).
99.B16. Performance Calculations.*
99.B18. Multi-Distribution System Plan.
99.B24. Powers of Attorney.
27.All Municipal Financial Data Schedule
27.A Municipal Financial Data Schedule
27.B Municipal Financial Data Schedule
27.C Municipal Financial Data Schedule
27.All Inter. Muni Financial Data Schedule
27.A Inter. Muni Financial Data Schedule
27.B Inter. Muni Financial Data Schedule
27.C Inter. Muni Financial Data Schedule
99.485(b) Letter Representation of Counsel (Rule 485(b)).
</TABLE>
- ---------------
* Incorporated herein by reference to the Amendment to Registrant's
Registration Statement on Form N-1A identified below:
<TABLE>
<CAPTION>
POST-EFFECTIVE AMENDMENT
EXHIBIT NO. NO. DATE OF FILING
------------------------------------- ------------------------- -------------------------
<S> <C> <C>
16 26 1/20/89
1, 4, 5, 6, 9 and 16 39 3/14/95
</TABLE>
<PAGE> 1
EXHIBIT 99.B2
BY-LAWS OF
KEMPER NATIONAL TAX-FREE INCOME SERIES
Section 1. Agreement and Declaration of
Trust and Principal Office
1.1 Agreement and Declaration of Trust. These By-Laws shall be
subject to the Agreement and Declaration of Trust, as from time
to time in effect (the "Declaration of Trust"), of Kemper
National Tax-Free Income Series, the Massachusetts business trust
established by the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust; Resident Agent. The
principal office of the Trust shall be located in Chicago,
Illinois. Its resident agent in Massachusetts shall be CT
Corporation System, 2 Oliver Street, Boston, Massachusetts or
such other person as the Trustees may from time to time select.
Section 2. Shareholders
2.1 Shareholder Meetings. Meetings of the shareholders may be
called at any time by the Trustees, by the President or, if the
Trustees and the President shall fail to call any meeting of
shareholders for a period of 30 days after written application of
one or more shareholders who hold at least 25% of all shares
issued and outstanding and entitled to vote at the meeting (or
10% if the purpose of the meeting is to determine if a Trustee
shall be removed from office), then such shareholders may call
such meeting. Each call of a meeting shall state the place,
date, hour and purposes of the meeting.
2.2 Place of Meetings. All meetings of the shareholders shall
be held at the principal office of the Trust, or, to the extent
permitted by the Declaration of Trust, at such other place within
the United States as shall be designated by the Trustees or the
President of the Trust.
2.3 Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes
of the meeting, shall be given at least seven days before the
meeting to each shareholder entitled to vote thereat by leaving
such notice with him or at his residence or usual place of
business or by mailing it, postage prepaid, and addressed to such
shareholder at his address as it appears in the records of the
Trust. Such notice shall be given by the Secretary or an
<PAGE> 2
Assistant Secretary or by an officer designated by the Trustees.
No notice of any meeting of shareholders need be given to a
shareholder if a written waiver of notice, executed before or
after the meeting by such shareholder or his attorney thereunto
duly authorized, is filed with the records of the meeting.
2.4 Ballots. No ballot shall be required for any election
unless requested by a shareholder present or represented at the
meeting and entitled to vote in the election.
2.5 Proxies and Voting. Shareholders entitled to vote may vote
either in person or by proxy in writing dated not more than six
months before the meeting named therein, which proxies shall be
filed with the Secretary or other person responsible to record
the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment of such
meeting but shall not be valid after the final adjournment of
such meeting. At all meetings of shareholders, unless the voting
is conducted by inspectors, all questions relating to the
qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the chairman
of the meeting.
Section 3. Trustees
3.1 Committees and Advisory Board. The Trustees may appoint
from their number an executive committee and other committees.
Any such committee may be abolished and reconstituted at any time
and from time to time by the Trustees. Except as the Trustees
may otherwise determine, any such committee may make rules for
the conduct of its business. The Trustees may appoint an
advisory board to consist of not less than two nor more than five
members. The members of the advisory board shall be compensated
in such manner as the Trustees may determine and shall confer
with and advise the Trustees regarding the investments and other
affairs of the Trust. Each member of the advisory board shall
hold office until the first meeting of the Trustees following the
meeting of the shareholders, if any, next following his
appointment and until his successor is appointed and qualified,
or until he sooner dies, resigns, is removed, or becomes
disqualified, or until the advisory board is sooner abolished by
the Trustees.
3.2 Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as
the Trustees may from time to time determine, provided that
notice of the first regular meeting following any such
determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice
2
<PAGE> 3
immediately after and at the same place as any meeting of the
shareholders.
3.3 Special Meetings. Special meetings of the Trustees may be
held at any time and at any place designated in the call of the
meeting, when called by the Chairman of the Board or by two or
more Trustees, sufficient notice thereof being given to each
Trustee by the Secretary or an Assistant Secretary or by the
officer or one of the Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to send
notice by mail at least three days or by telegram at least
twenty-four hours before the meeting addressed to the Trustee at
his or her usual or last known business or residence address or
to give notice to him or her in person or by telephone at least
twenty-four hours before the meeting. Notice of a meeting need
not be given to any Trustee if a written waiver of notice,
executed by him or her before or after the meeting, is filed with
the records of the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement
the lack of notice to him or her. Neither notice of a meeting
nor a waiver of a notice need specify the purposes of the
meeting.
3.5 Quorum. At any meeting of the Trustees, one-third of the
Trustees then in office shall constitute a quorum; provided,
however, a quorum (unless the Board of Trustees consists of two
or fewer persons) shall not be less than two. Any meeting may be
adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting
may be held as adjourned without further notice.
Section 4. Officers and Agents
4.1 Enumeration; Qualification. The officers of the Trust shall
be a President, a Treasurer, a Secretary and such other officers,
if any, as the Trustees from time to time may in their discretion
elect or appoint. The Trust may also have such agents, if any,
as the Trustees from time to time may in their discretion
appoint. Any officer may be but none need be a Trustee or
shareholder. Any two or more offices may be held by the same
person.
4.2 Powers. Subject to the other provisions of these By-Laws,
each officer shall have, in addition to the duties and powers
herein and in the Declaration of Trust set forth, such duties and
powers as are commonly incident to his or her office as if the
Trust were organized as a Massachusetts business corporation and
such other duties and powers as the Trustees may from time to
time designate.
3
<PAGE> 4
4.3 Election. The President, the Treasurer and the Secretary
shall be elected annually by the Trustees at their first meeting
in each calendar year or at such later meeting in such year as
the Trustees shall determine. Other officers or agents, if any,
may be elected or appointed by the Trustees at said meeting or at
any other time.
4.4 Tenure. The President, Treasurer and Secretary shall hold
office until the first meeting of Trustees in each calendar year
and until their respective successors are chosen and qualified,
or in each case until he or she sooner dies, resigns, is removed
or becomes disqualified. Each other officer shall hold office
and each agent shall retain his or her authority at the pleasure
of the Trustees.
4.5 Chairman of the Board. The Chairman of the Board of
Trustees, if one is so appointed, shall be chosen from among the
Trustees and may hold office only so long as he continues to be a
Trustee. The Chairman of the Board, if any is so appointed,
shall preside at all meetings of the shareholders and of the
Trustees at which he is present; and shall have such other duties
and powers as specified herein and as may be assigned to him by
the Trustee.
4.6 President and Vice Presidents. The President shall be the
chief executive officer of the Trust. The President shall,
subject to the control of the Trustees, have general charge and
supervision of the Trust and shall perform such other duties and
have such other powers as the Trustees shall prescribe from time
to time. Any Vice President shall at the request or in the
absence or disability of the President exercise the powers of the
President and perform such other duties and have such other
powers as shall be designated from time to time by the Trustees.
4.7 Treasurer and Controller. The Treasurer shall be the chief
financial officer of the Trust and, subject to any arrangement
made by the Trustees with a bank or trust company or other
organization as custodian or transfer or shareholder services
agent, shall be in charge of its valuable papers and shall have
such other duties and powers as may be designated from time to
time by the Trustees or by the President. If at any time there
shall be no Controller, the Treasurer shall also be the chief
accounting officer of the Trust and shall have the duties and
power prescribed herein for the Controller. Any Assistant
Treasurer shall have such duties and powers as shall be
designated from time to time by the Trustees.
The Controller, if any be elected, shall be the chief accounting
officer of the Trust and shall be in charge of its books of
account and accounting records. The Controller shall be
responsible for preparation of financial statements of the Trust
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and shall have such other duties and powers as may be designated
from time to time by the Trustees or the President.
4.8 Secretary and Assistant Secretaries. The Secretary shall
record all proceedings of the shareholders and the Trustees in
books to be kept therefor, which books shall be kept at the
principal office of the Trust. In the absence of the Secretary
from any meeting of shareholders or Trustees, an Assistant
Secretary, or if there be none or if he or she is absent, a
temporary clerk chosen at the meeting shall record the
proceedings thereof in the aforesaid books.
Section 5. Resignations and Removals
Any Trustee may resign his trust or retire as a Trustee in
accordance with procedures set forth in the Declaration of Trust.
Any officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of
the Board, the President or the Secretary or to a meeting of the
Trustees. The Trustees may remove any officer or advisory board
member elected or appointed by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the
extent expressly provided in a written agreement with the Trust,
no Trustee, officer, or advisory board member resigning, and no
officer or advisory board member removed shall have any right to
any compensation for any period following his or her resignation
or removal, or any right to damages on account of such removal.
Section 6. Vacancies
A vacancy in the office of Trustee shall be filed in accordance
with the Declaration of Trust. Vacancies resulting from the
death, resignation, incapacity or removal of any officer may be
filled by the Trustees. Each successor of any such officer shall
hold office for the unexpired term, and in the case of the
President, the Treasurer and the Secretary, until his or her
successor is chosen and qualified, or in each case until he or
she sooner dies, resigns, is removed or becomes disqualified.
Section 7. Shares of Beneficial Interest
7.1 Share Certificates. No certificates certifying the
ownership of shares shall be issued except as the Trustees may
otherwise authorize. In the event that the Trustees authorize
the issuance of share certificates, subject to the provisions of
Section 7.3, each shareholder shall be entitled to a certificate
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stating the number of shares owned by him or her, in such form as
shall be prescribed from time to time by the Trustees. Such
certificate shall be signed by the President or a Vice President
and by the Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary. Such signatures may be facsimiles if the certificate
is signed by a transfer or shareholder services agent or by a
registrar, other than a Trustee, officer or employee of the
Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased
to be such officer before such certificate is issued, it may be
issued by the Trust with the same effect as if he or she were
such officer at the time of its issue.
In lieu of issuing certificates for shares, the Trustees or the
transfer or shareholder services agent may either issue receipts
therefor or may keep accounts upon the books of the Trust for the
record holders of such shares, who shall in either case be
deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and
agreed to the terms hereof.
7.2 Loss of Certificates. In the case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate
certificate may be issued in place thereof, upon such terms as
the Trustees may prescribe.
7.3 Discontinuance of Issuance of Certificates. The Trustees
may at any time discontinue the issuance of share certificates
and may, by written notice to each shareholder, require the
surrender of share certificates to the Trust for cancellation.
Such surrender and cancellation shall not affect the ownership of
shares in the Trust.
Section 8. Record Date
The Trustees may fix in advance a time, which shall not be more
than 90 days before the date of any meeting of shareholders or
the date for the payment of any dividend or making of any other
distribution to shareholders, as the record date for determining
the shareholders having the right to notice and to vote at such
meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only shareholders of
record on such record date shall have such right, notwithstanding
any transfer of shares on the books of the Trust after the record
date.
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Section 9. Seal
The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced circular die with the word
"Massachusetts" together with the name of the Trust, cut or
engraved thereon; but, unless otherwise required by the Trustees,
the seal shall not be necessary to be placed on, and its absence
shall not impair the validity of, any document, instrument, or
other paper executed and delivered by or on behalf of the Trust.
Section 10. Execution of Papers
Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the Trust shall
be signed, and any transfers of securities standing in the name
of the Trust shall be executed, by the President or by one of the
Vice Presidents or by the Treasurer or by whomsoever else shall
be designated for that purpose by the vote of the Trustees and
need not bear the seal of the Trust.
Section 11. Fiscal Year
The fiscal year of the Trust shall end on such date in each year
as the Trustees shall from time to time determine.
Section 12. Amendments
These By-Laws may be amended or repealed, in whole or in part, by
a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such majority.
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EXHIBIT 99.B8
CUSTODY AGREEMENT
AGREEMENT, made the 1st day of March, 1995 by and between
Kemper National Tax-Free Income Series, a Massachusetts business
trust having its principal place of business at 120 South LaSalle
Street, Chicago, Illinois 60603 ("Fund") and Investors Fiduciary
Trust Company, a trust company organized and existing under the
laws of Missouri, having its principal place of business at
Kansas City, Missouri ("Custodian").
WHEREAS, Fund wants to appoint Investors Fiduciary Trust
Company as Custodian to have custody of the Fund's portfolio
securities and monies pursuant to this Agreement; and
WHEREAS, Investors Fiduciary Trust Company wants to accept
such appointment;
NOW, THEREFORE, for and in consideration of the mutual
promises contained herein, the parties hereto, intending to be
legally bound, mutually covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN.
Fund hereby constitutes and appoints Investors Fiduciary
Trust Company as Custodian of Fund which is to include:
A. Custody of the securities and monies at any time
owned by Fund; and
B. Performing certain accounting and record keeping
functions relating to its function as Custodian for Fund and
each of its Portfolios.
2. DELIVERY OF CORPORATE DOCUMENTS.
Fund has delivered or will deliver to Custodian prior to the
effective date of this Agreement, copies of the following
documents and all amendments or supplements thereto,
properly certified or authenticated:
A. Resolutions of the Board of Trustees of Fund
appointing Investors Fiduciary Trust Company as Custodian
hereunder and approving the form of this Agreement; and
B. Resolutions of the Board of Trustees of Fund
authorizing certain persons to give instructions on behalf
of Fund to Custodian and authorizing Custodian to rely upon
written instructions over their signatures.
<PAGE> 2
3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
A. Delivery of Assets
Fund will deliver or cause to be delivered to Custodian
on the effective date of this Agreement, or as soon
thereafter as practicable, and from time to time thereafter,
all portfolio securities acquired by it and monies then
owned by it except as permitted by the Investment Company
Act of 1940 ("1940 Act") or from time to time coming into
its possession during the time this Agreement shall continue
in effect. Custodian shall have no responsibility or
liability whatsoever for or on account of securities or
monies not so delivered. All securities so delivered to
Custodian (other than bearer securities) shall be registered
in the name of Fund or its nominee, or of a nominee of
Custodian, or shall be properly endorsed and in form for
transfer satisfactory to Custodian.
B. Safekeeping
Custodian will receive delivery of and keep safely the
assets of Fund delivered to it from time to time. Custodian
will not deliver any such assets to any person except as
permitted by the provisions of this Agreement or any
agreement executed by it according to the terms of this
Agreement. Custodian shall be responsible only for the
monies and securities of Fund held directly by it or its
nominees or sub-custodian under this Agreement; provided
that Custodian's responsibility for any sub-custodian
appointed at the Fund's direction for purposes of (i)
effecting third-party repurchase transactions with banks,
brokers, dealers, or other entities through the use of a
common custodian or sub-custodian; or (ii) providing
depository and clearing agency services with respect to
certain variable rate demand note securities ("special sub-
custodian") shall be further limited as set forth in this
Agreement. Custodian may participate directly or indirectly
through a sub-custodian in the Depository Trust Company, the
Treasury/Federal Reserve Book Entry System, the Participants
Trust Company and any other securities depository approved
by the Board of Trustees of the Fund, subject to compliance
with the provisions of Rule 17f-4 under the 1940 Act
including, without limitation, the specific provisions of
subsections (a) (1) through (d) (4) thereof.
C. Registration of Securities
Custodian will hold stocks and other registerable
portfolio securities of Fund registered in the name of Fund
or in the name of any nominee of Custodian for whose
fidelity and liabilities Custodian shall be fully
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responsible, or in street certificate form, so-called, with
or without any indication of fiduciary capacity. Unless
otherwise instructed, Custodian will register all such
portfolio securities in the name of its authorized nominee.
D. Exchange of Securities
Upon receipt of instructions, Custodian will exchange,
or cause to be exchanged, portfolio securities held by it
for the account of Fund for other securities or cash issued
or paid in connection with any reorganization,
recapitalization, merger, consolidation, split-up of shares,
change of par value, conversion or otherwise, and will
deposit any such securities in accordance with the terms of
any reorganization or protective plan. Without
instructions, Custodian is authorized to exchange securities
held by it in temporary form for securities in definitive
form, to effect an exchange of shares when the par value of
the stock is changed, and, upon receiving payment therefore,
to surrender bonds or other securities held by it at
maturity or when advised of earlier call for redemption,
except that Custodian shall receive instructions prior to
surrendering any convertible security.
E. Purchases or Sales of Investments of Fund
Fund shall, on each business day on which a purchase or
sale of a portfolio security shall be made by it, deliver to
Custodian instructions which shall specify with respect to
each such transaction:
(1) The name of the issuer and description of the security;
(2) The number of shares or the principal amount purchased
or sold, and accrued interest, if any;
(3) The trade date;
(4) The settlement date;
(5) The date when the securities sold were purchased by
Fund or other information identifying the securities
sold and to be delivered;
(6) The price per unit and the brokerage commission, taxes
and other expenses in connection with the transaction;
(7) The total amount payable or receivable upon such
transaction; and
(8) The name of the person from whom or the broker or
dealer through whom the transaction was made.
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In accordance with such purchase instructions, Custodian
shall pay for out of monies held for the account of Fund,
but only insofar as monies are available therein for such
purpose, and receive the portfolio securities so purchased
by or for the account of Fund. Such payment shall be made
only upon receipt by Custodian of the securities so
purchased in form for transfer satisfactory to Custodian.
In accordance with such sales instructions, Custodian will
deliver or cause to be delivered the securities thus
designated as sold for the account of Fund to the broker or
other person specified in the instructions relating to such
sale, such delivery to be made only upon receipt of payment
therefor in such form as shall be satisfactory to Custodian,
with the understanding that Custodian may deliver or cause
to be delivered securities for payment in accordance with
the customs prevailing among dealers in securities.
F. Purchases or Sales of Options and Futures
Transactions
Fund will, on each business day on which a purchase or
sale of the following options and/or futures shall be made
by it, deliver to Custodian instructions which shall specify
with respect to each such purchase or sale:
(1) Securities Options
(a) The underlying security;
(b) The price at which purchased or sold;
(c) The expiration date;
(d) The number of contracts;
(e) The exercise price;
(f) Whether opening, exercising, expiring or closing
the transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased;
(i) Market on which option traded; and
(j) Name and address of the broker or dealer through
whom the sale or purchase was made.
(2) Options on Indices
(a) The index;
(b) The price at which purchased or sold;
(c) The exercise price;
(d) The premium;
(e) The multiple;
(f) The expiration date;
(g) Whether the transaction is an opening, exercising,
expiring or closing transaction;
(h) Whether the transaction involves a put or call;
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(i) Whether the option is written or purchased; and
(j) Name and address of the broker or dealer through
whom the sale or purchase was made.
(3) Securities Index Futures Transactions
(a) The last trading date specified in the contract
and, when available, the closing level, thereof;
(b) The index level on the date the contract is
entered into;
(c) The multiple;
(d) Any margin requirements;
(e) The need for a segregated margin account (in
addition to instructions; and, if not already in
the possession of Custodian, Fund shall deliver a
substantially complete and executed custodial
safekeeping account and procedural agreement which
shall be incorporated into this Custody
Agreement); and
(f) The name and address of the futures commission
merchant through whom the sale or purchase was
made.
(4) Options on Index Futures Contracts
(a) The underlying index futures contract;
(b) The premium;
(c) The expiration date;
(d) The number of options;
(e) The exercise price;
(f) Whether the transaction involves an opening,
exercising, expiring or closing transaction;
(g) Whether the transaction involves a put or call;
(h) Whether the option is written or purchased; and
(i) The market on which the option is traded.
G. Securities Pledged to Secure Loans
(1) Upon receipt of instructions, Custodian will
release or cause to be released securities held in custody
to the pledgee designated in such instructions by way of
pledge or hypothecation to secure any loan incurred by Fund;
provided, however, that the securities shall be released
only upon payment to Custodian of the monies borrowed,
except that in cases where additional collateral is required
to secure a borrowing already made, further securities may
be released or caused to be released for that purpose upon
receipt of instructions. Upon receipt of instructions,
Custodian will pay, but only from funds available for such
purpose, any such loan upon redelivery to it of the
securities pledged or hypothecated therefor and upon
surrender of the note or notes evidencing such loan.
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(2) Upon receipt of instructions, Custodian will
release securities held in custody to the borrower
designated in such instructions; provided, however, that the
securities shall be released only upon deposit with
Custodian of full cash collateral as specified in such
instructions, and that Fund will retain the right to any
dividends, interest or distribution on such loaned
securities. Upon receipt of instructions and the loaned
securities, Custodian will release the cash collateral to
the borrower.
H. Routine Matters
Custodian will, in general, attend to all routine and
mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with
securities or other property of Fund except as may be
otherwise provided in this Agreement or directed from time
to time by the Board of Trustees of Fund.
I. Demand Deposit Account
Custodian will open and maintain a demand deposit
account or accounts in the name of Custodian, subject only
to draft or order by Custodian upon receipt of instructions.
All monies received by Custodian from or for the account of
Fund shall be deposited in said account or accounts.
When properly authorized by a resolution of the Board
of Trustees of Fund, Custodian may open and maintain an
additional demand deposit account or accounts in such other
banks or trust companies as may be designated in such
resolution, such accounts, however, to be in the name of
Custodian and subject only to its draft or order.
J. Income and Other Payments to Fund
Custodian will:
(1) collect, claim and receive and deposit for the
account of Fund all income and other payments which become
due and payable on or after the effective date of this
Agreement with respect to the securities deposited under
this Agreement, and credit the account of Fund with such
income on the payable date;
(2) execute ownership and other certificates and
affidavits for all federal, state and local tax purposes in
connection with the collection of bond and note coupons; and
(3) take such other action as may be necessary or
proper in connection with:
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(a) the collection, receipt and deposit of such income
and other payments, including but not limited to the
presentation for payment of:
(1) all coupons and other income items requiring
presentation;
(2) all other securities which may mature or be
called, redeemed, retired or otherwise become
payable and regarding which the Custodian has
actual knowledge, or notice of which is contained
in publications of the type to which it normally
subscribes for such purpose; and
(b) the endorsement for collection, in the name of
Fund, of all checks, drafts or other negotiable
instruments.
Custodian, however, shall not be required to institute
suit or take other extraordinary action to enforce
collection except upon receipt of instructions and upon
being indemnified to its satisfaction against the costs and
expenses of such suit or other actions. Custodian will
receive, claim and collect all stock dividends, rights and
other similar items and deal with the same pursuant to
instructions. Unless prior instructions have been received
to the contrary, Custodian will, without further
instructions, sell any rights held for the account of Fund
on the last trade date prior to the date of expiration of
such rights.
K. Payment of Dividends and Other Distributions
On the declaration of any dividend or other
distribution on the shares of beneficial interest of any
Portfolio ("Portfolio Shares") by the Board of Trustees of
Fund, Fund shall deliver to Custodian instructions with
respect thereto, including a copy of the Resolution of said
Board of Trustees certified by the Secretary or an Assistant
Secretary of Fund wherein there shall be set forth the
record date as of which shareholders are entitled to receive
such dividend or distribution, and the amount payable per
share on such dividend or distribution.
On the date specified in such Resolution for the
payment of such dividend or other distribution, Custodian
shall pay out of the monies held for the account of Fund,
insofar as the same shall be available for such purposes,
and credit to the account of the Dividend Disbursing Agent
for Fund, such amount as may be necessary to pay the amount
per share payable in cash on Portfolio Shares issued and
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outstanding on the record date established by such
Resolution.
L. Portfolio Shares Purchased by Fund
Whenever any Portfolio Shares are purchased by Fund,
Fund or its agent shall advise Custodian of the aggregate
dollar amount to be paid for such shares and shall confirm
such advice in writing. Upon receipt of such advice,
Custodian shall charge such aggregate dollar amount to the
custody account of Fund and either deposit the same in the
account maintained for the purpose of paying for the
purchase of Portfolio Shares or deliver the same in
accordance with such advice.
M. Portfolio Shares Purchased from Fund
Whenever Portfolio Shares are purchased from Fund, Fund
will deposit or cause to be deposited with Custodian the
amount received for such shares. Custodian shall not have
any duty or responsibility to determine that Fund Shares
purchased from Fund have been added to the proper
shareholder account or accounts or that the proper number of
such shares have been added to the shareholder records.
N. Proxies and Notices
Custodian will promptly deliver or mail to Fund all
proxies properly signed, all notices of meetings, all proxy
statements and other notices, requests or announcements
affecting or relating to securities held by Custodian for
Fund and will, upon receipt of instructions, execute and
deliver or cause its nominee to execute and deliver such
proxies or other authorizations as may be required. Except
as provided by this Agreement or pursuant to instructions
hereafter received by Custodian, neither it nor its nominee
shall exercise any power inherent in any such securities,
including any power to vote the same, or execute any proxy,
power of attorney, or other similar instrument voting any of
such securities, or give any consent, approval or waiver
with respect thereto, or take any other similar action.
O. Disbursements
Custodian will pay or cause to be paid insofar as funds
are available for the purpose, bills, statements and other
obligations of Fund (including but not limited to
obligations in connection with the conversion, exchange or
surrender of securities owned by Fund, interest charges,
variation margin, dividend disbursements, taxes, management
fees, administration-distribution fees, custodian fees,
legal fees, auditors' fees, transfer agents' fees, brokerage
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commissions, compensation to personnel, and other operating
expenses of Fund) pursuant to instructions of Fund setting
forth the name of the person to whom payment is to be made,
the amount of the payment, and the purpose of the payment.
P. Books, Records and Accounts
Custodian acknowledges that all the records it shall
prepare and maintain pursuant to this Agreement shall be the
property of Fund and that upon request of Fund it shall make
Fund's records available to it, along with such other
information and data as are reasonably requested by Fund,
for inspection, audit or copying, or turn said records over
to Fund.
Custodian shall, within a reasonable time, render to
Fund as of the close of business on each day, a detailed
statement of the amounts received or paid and of securities
received or delivered for the account of Fund during said
day. Custodian shall, from time to time, upon request by
Fund, render a detailed statement of the securities and
monies held for Fund under this Agreement, and Custodian
shall maintain such books and records as are necessary to
enable it do so and shall permit such persons as are
authorized by Fund, including Fund's independent public
accountants, to examine such records or to confirm the
contents of such records; and, if demanded, shall permit
federal and state regulatory agencies to examine said
securities, books and records. Upon the written
instructions of Fund or as demanded by federal or state
regulatory agencies, Custodian shall instruct any sub-
custodian to permit such persons as are authorized by Fund
to examine the books, records and securities held by such
sub-custodian which relate to Fund.
Q. Appointment of Sub-Custodian
Notwithstanding any other provisions of this Agreement,
all or any of the monies or securities of Fund may be held
in Custodian's own custody or in the custody of one or more
other banks or trust companies acting as sub-custodians as
may be approved by resolutions of Fund's Board of Trustees,
evidenced by a copy thereof certified by the Secretary or
Assistant Secretary of Fund. Any sub-custodian must have
the qualifications required for custodians under the 1940
Act unless exempted therefrom. Any sub-custodian may
participate directly or indirectly in the Depository Trust
Company, the Treasury/Reserve Book Entry System, the
Participants Trust Company and any other securities
depository approved by the Board of Trustees of the Fund to
the same extent and subject to the same conditions as
provided hereunder. Neither Custodian nor sub-custodian
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shall be entitled to reimbursement by Fund for any fees or
expenses of any sub-custodian; provided that Custodian shall
not be liable for, and Fund shall hold Custodian harmless
from, the expenses of any special sub-custodian. The
appointment of a sub-custodian shall not relieve Custodian
of any of its obligations hereunder; provided that Custodian
shall be responsible to Fund for any loss, damage, or
expense suffered or incurred by Fund resulting from the
actions or omissions of a special sub-custodian only to the
extent the special sub-custodian is liable to Custodian.
R. Multiple Portfolios
If Fund shall issue shares of more than one Portfolio
during the term hereof, Custodian agrees that all securities
and other assets of Fund shall be segregated by Portfolio
and all books and records, account values or actions shall
be maintained, held, made or taken, as the case may be,
separately for each Portfolio.
4. INSTRUCTIONS.
A. The term "instructions", as used herein, means
written or oral instructions to Custodian from an authorized
person of Fund. Certified copies of resolutions of the
Board of Trustees of Fund naming one or more persons
authorized to give instructions in the name and on behalf of
Fund may be received and accepted by Custodian as conclusive
evidence of the authority of any person so to act and may be
considered to be in full force and effect (and Custodian
shall be fully protected in acting in reliance thereon)
until receipt by Custodian of notice to the contrary.
Unless the resolution authorizing any person to give
instructions specifically requires that the approval of
anyone else shall first have been obtained, Custodian shall
be under no obligation to inquire into the right of the
person giving such instructions to do so. Notwithstanding
any of the foregoing provisions of this Section 4, no
authorizations or instructions received by Custodian from
Fund shall be deemed to authorize or permit any trustee,
officer, employee, or agent of Fund to withdraw any of the
securities or monies of Fund upon the mere receipt of
instructions from such trustee, officer, employee or agent.
B. No later than the next business day immediately
following each oral instruction referred to herein, Fund
shall give Custodian written confirmation of each such oral
instruction. Either party may electronically record any
oral instruction whether given in person or via telephone.
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5. LIMITATION OF LIABILITY OF CUSTODIAN
A. Custodian shall hold harmless and indemnify Fund
from and against any loss or liability arising out of
Custodian's failure to comply with the terms of this
Agreement or arising out of Custodian's negligence, willful
misconduct, or bad faith. Custodian may request and obtain
the advice and opinion of counsel for Fund or of its own
counsel with respect to questions or matters of law, and it
shall be without liability to Fund for any action taken or
omitted by it in good faith, in conformity with such advice
or opinion.
B. If Fund requires Custodian in any capacity to
take, with respect to any securities, any action which
involves the payment of money by it, or which in Custodian's
opinion might make it or its nominee liable for payment of
monies or in any other way, Custodian shall be and be kept
indemnified by Fund in an amount and form satisfactory to
Custodian against any liability on account of such action.
C. Custodian shall be entitled to receive, and Fund
agrees to pay to Custodian, on demand, reimbursement for
such cash disbursements, costs and expenses as may be agreed
upon from time to time by Custodian and Fund.
D. Custodian shall be protected in acting as
custodian hereunder upon any instructions, advice, notice,
request, consent, certificate or other instrument or paper
reasonably appearing to it to be genuine and to have been
properly executed and shall, unless otherwise specifically
provided herein, be entitled to receive as conclusive proof
of any fact or matter required to be ascertained from Fund
hereunder, a certificate signed by Fund's President, or
other officer specifically authorized for such purpose.
E. Without limiting the generality of the foregoing,
Custodian shall be under no duty or obligation to inquire
into, and shall not be liable for:
(1) The validity of the issue of any securities
purchased by or for Fund, the legality of the purchase
thereof or evidence of ownership required by Fund to be
received by Custodian, or the propriety of the decision
to purchase or amount paid therefor;
(2) The legality of the sales of any securities
by or for Fund, or the propriety of the amount paid
therefor;
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(3) The legality of the issue or sale of any
shares of Fund, or the sufficiency of the amount to be
received therefor;
(4) The legality of the purchase of any shares of
Fund, or the propriety of the amount to be paid
therefor; or
(5) The legality of the declaration of any
dividend by Fund, or the legality of the issue of any
shares of Fund in payment of any share dividend.
F. Custodian shall not be liable for, or considered
to be the custodian of, any money represented by any check,
draft, wire transfer, clearing house funds, uncollected
funds, or instrument for the payment of money received by it
on behalf of Fund, until Custodian actually receives such
money, provided only that it shall advise Fund promptly if
it fails to receive any such money in the ordinary course of
business, and use its best efforts and cooperate with Fund
toward the end that such money shall be received.
G. Subject to the obligations of Custodian under
Section 3.B. hereof, Custodian shall not be responsible for
loss occasioned by the acts, neglects, defaults or
insolvency of any broker, bank, trust company, or any other
person with whom Custodian may deal in the absence of negli-
gence, misconduct or bad faith on the part of Custodian.
H. Custodian or any sub-custodian shall provide Fund
for its approval by its Board of Trustees agreements with
banks or trust companies which will act as sub-custodian for
Fund pursuant to this Agreement; and, as set forth in
Section 3.B hereof, Custodian shall be responsible for the
monies and securities of the Fund held by it or its nominees
or sub-custodians under this Agreement, but not for monies
and securities of the Fund held by any special sub-custodian
except to the extent the special sub-custodian is liable to
Custodian.
6. COMPENSATION.
Fund shall pay to Custodian such compensation at such times
as may from time to time be agreed upon in writing by Custodian
and Fund. Custodian may charge such compensation against monies
held by it for the account of Fund. Custodian shall also be
entitled, notwithstanding the provisions of Sections 5B or 5C
hereof, to charge against any monies held by it for the account
of Fund the amount of any loss, damage, liability or expense for
which it shall be entitled to reimbursement under the provisions
of this Agreement. Custodian shall not be entitled to
reimbursement by Fund for any loss or expenses of any sub-
12
<PAGE> 13
custodian; provided that Custodian shall not be liable for, and
Fund shall hold Custodian harmless from, the expenses of any
special sub-custodian.
7. TERMINATION.
Either party to this Agreement may terminate the same by
notice in writing, delivered or mailed, postage prepaid, to the
other party hereto and received not less than sixty (60) days
prior to the date upon which such termination shall take effect.
Upon termination of this Agreement, Fund shall pay to Custodian
such compensation for its reimbursable disbursements, costs and
expenses paid or incurred to such date and Fund shall use its
best efforts to obtain a successor custodian. Unless the holders
of a majority of the outstanding shares of Fund vote to have the
securities, funds and other properties held under this Agreement
delivered and paid over to some other person, firm or corporation
specified in the vote, having not less than Two Million Dollars
($2,000,000) aggregate capital, surplus and undivided profits, as
shown by its last published report, and meeting such other
qualifications for custodian as set forth in the Bylaws of Fund,
the Board of Trustees of Fund shall, forthwith upon giving or
receiving notice of termination of this Agreement, appoint as
successor custodian a bank or trust company having such
qualifications. Custodian shall, upon termination of this
Agreement, deliver to the successor custodian so specified or
appointed, at custodian's office, all securities then held by
Custodian hereunder, duly endorsed and in form for transfer, and
all funds and other properties of Fund deposited with or held by
Custodian hereunder, and shall cooperate in effecting changes in
book-entries at the Depository Trust Company, the
Treasury/Federal Reserve Book-Entry System, the Participants
Trust Company and any other securities depository holding assets
of the Fund. In the event no such vote has been adopted by the
shareholders of Fund and no written order designating a successor
custodian shall have been delivered to Custodian on or before the
date when such termination shall become effective, then Custodian
shall deliver the securities, funds and properties of Fund to a
bank or trust company at the selection of Custodian and meeting
the qualifications for custodian, if any, set forth in the Bylaws
of Fund and having not less than Two Million Dollars ($2,000,000)
aggregate capital, surplus and undivided profits, as shown by its
last published report. Upon either such delivery to a successor
custodian, Custodian shall have no further obligations or
liabilities under this Agreement. Thereafter such bank or trust
company shall be the successor custodian under this Agreement and
shall be entitled to reasonable compensation for its services.
In the event that no such successor custodian can be found, Fund
will submit to its shareholders, before permitting delivery of
the cash and securities owned by Fund to anyone other than a
successor custodian, the question of whether Fund shall be
liquidated or shall function without a custodian. Not-
13
<PAGE> 14
withstanding the foregoing requirement as to delivery upon
termination of this Agreement, Custodian may make any other
delivery of the securities, funds and property of Fund which
shall be permitted by the 1940 Act and Fund's Agreement and
Declaration of Trust and Bylaws then in effect. Except as
otherwise provided herein, neither this Agreement nor any portion
thereof may be assigned by Custodian without the consent of Fund,
authorized or approved by a resolution of its Board of Trustees.
8. NOTICES.
Notices, requests, instructions and other writings received
by Fund at 120 South LaSalle Street, Chicago, Illinois 60603 or
at such other address as Fund may have designated by certified
resolution of the Board of Trustees to Custodian and notices,
requests, instructions and other writings received by Custodian
at its offices at 21 West 10th Street, Kansas City, Missouri
64105, or to such other address as it may have designated to Fund
in writing, shall be deemed to have been properly given
hereunder.
9. MISCELLANEOUS.
A. This Agreement is executed and delivered in the
State of Missouri and shall be governed by the laws of the
State of Missouri (except as to Section 9.H. hereof which
shall be governed in accordance with the laws of The
Commonwealth of Massachusetts).
B. All the terms and provisions of this Agreement
shall be binding upon, inure to the benefit of, and be
enforceable by the respective successors and assigns of the
parties hereto.
C. No provisions of the Agreement may be amended or
modified in any manner except by a written agreement
properly authorized and executed by both parties hereto.
D. The captions in this Agreement are included for
convenience of reference only, and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
E. This Agreement shall become effective at the close
of business on the date hereof.
F. 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.
14
<PAGE> 15
G. If any part, term or provision of this Agreement
is by the courts held to be illegal, in conflict with any
law or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the
rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid.
H. All parties hereto are expressly put on notice of
Fund's Agreement and Declaration of Trust, which is on file
with the Secretary of The Commonwealth of Massachusetts, and
the limitation of shareholder and trustee liability
contained therein. This Agreement has been executed by and
on behalf of Fund by its representatives as such
representatives and not individually, and the obligations of
Fund hereunder are not binding upon any of the Trustees,
officers or shareholders of Fund individually but are
binding upon only the assets and property of Fund. With
respect to any claim by Custodian for recovery of that
portion of the compensation (or any other liability of Fund
arising hereunder) allocated to a particular Portfolio,
whether in accordance with the express terms hereof or
otherwise, Custodian shall have recourse solely against the
assets of that Portfolio to satisfy such claim and shall
have no recourse against the assets of any other Portfolio
for such purpose.
15
<PAGE> 16
I. This Agreement, together with the Fee Schedule, is
the entire contract between the parties relating to the
subject matter hereof and supersedes all prior agreements.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their respective authorized officers.
KEMPER NATIONAL TAX-FREE
INCOME SERIES
By: /s/ John E. Peters
------------------------------
Title: Vice President
---------------------------
Attest: /s/ Philip J. Collora
------------------------
Title: Secretary
------------------------
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ Joseph F. Smith
-------------------------------
Title: E. V. P.
----------------------------
Attest: /s/ Marvin Rau
------------------------
Title: Secretary
------------------------
16
<PAGE> 1
EXHIBIT-99.B10
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
October 27, 1995
Kemper National Tax-Free Income Series
120 South LaSalle Street
Chicago, Illinois 60603
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 40 to the Registration
Statement on Form N-1A under the Securities Act of 1933 being filed by Kemper
National Tax-Free Income Series (the "Fund") in connection with its proposed
registration of units of beneficial interest, no par value ("Shares"), in the
Kemper Municipal Bond Fund (the "Portfolio").
We are 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 purpose of this opinion. As to
various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Fund. 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 upon the opinion dated February 5, 1988 by Ropes
& Gray of Boston, Massachusetts, we advise you and opine that (a) the Fund is a
duly authorized and 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) upon the 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, the Shares will be legally issued and outstanding, fully paid
and non-assessable (although shareholders of the Fund may be subject to
liability under certain circumstances as described in the opinion from Ropes &
Gray).
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
COK/dd
<PAGE> 1
EXHIBIT-99.B11
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 on the financial statements of the Kemper National Tax-Free
Income Series -- Kemper Municipal Bond Fund and Kemper Intermediate Municipal
Bond Fund dated October 27, 1995 in the Registration Statement (Form N-1A) of
Kemper National Tax-Free Income Series and its incorporation by reference in
the related Prospectus and Statement of Additional Information of Kemper
Tax-Free Income Funds, filed with the Securities and Exchange Commission in
this Post-Effective Amendment No. 40 to the Registration Statement under the
Securities Act of 1933 (Registration No. 2-47008) and in this Amendment No. 40
to the Registration Statement under the Investment Company Act of 1940
(Registration No. 811-2353).
/s/ Ernst & Young LLP
Ernst & Young LLP
Chicago, Illinois
October 27, 1995
<PAGE> 2
REPORT OF INDEPENDENT AUDITORS
The Board of Trustees and Shareholders
Kemper National Tax-Free Income Series
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of the Kemper Municipal Bond Fund and
Kemper Intermediate Municipal Bond Fund, comprising the Kemper National
Tax-Free Income Series (the Trust) as of September 30, 1995, and the related
statements of operations for the year then ended and changes in net assets for
each of the two years in the period ended September 30, 1995 for the Kemper
Municipal Bond Fund, and for the period November 1, 1994 (initial public
offering) to September 30, 1995 for the Kemper Intermediate Municipal Bond
Fund, and the financial highlights for the fiscal periods since 1991. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of
September 30, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
each of the above mentioned Funds of Kemper National Tax-Free Income Series at
September 30, 1995, the results of their operations, the changes in their net
assets and the financial highlights for each of the fiscal periods referred to
above, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
October 27, 1995
<PAGE> 1
EXHIBIT 99.B18
KEMPER MUTUAL FUNDS
MULTI-DISTRIBUTION SYSTEM PLAN
WHEREAS, each investment company adopting this
Multi-Distribution System Plan (each a "Fund" and collectively
the "Funds") is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940
Act");
WHEREAS, Kemper Financial Services, Inc. ("KFS") and/or
Dreman Value Advisors, Inc. ("DVA") serves as investment adviser
and Kemper Distributors, Inc. ("KDI") serves as principal
underwriter for each Fund;
WHEREAS, each Fund has a non-Rule 12b-1 administrative
services agreement with KDI providing for a service fee at an
annual rate of up to .25% of average daily net assets
("Administrative Plan");
WHEREAS, each Fund has established a Multi-Distribution
System enabling each Fund, as reflected in its prospectus, to
offer investors the option of purchasing shares (a) with a
front-end sales load (which may vary among Funds) and a service
fee (the "Front-End Load Option" or "Class A shares");
(b) without a front-end sales load, but subject to a Contingent
Deferred Sales Charge ("CDSC") (which may vary among Funds), a
Rule 12b-1 plan providing for a distribution fee and a service
fee (the "Deferred Option" or "Class B shares"); (c) without a
front-end sales load or CDSC but subject to a Rule 12b-1 Plan
providing for a distribution fee and to a service fee (the "Level
Load Option" or "Class C shares"); and (d) for certain Funds,
without a front-end load, CDSC, distribution fee or service fee
("Institutional Option" or "Class I shares"); and
WHEREAS, Rule 18f-3 under the 1940 Act permits open-end
management investment companies to issue multiple classes of
voting stock representing interests in the same portfolio
notwithstanding Sections 18(f)(1) and 18(i) under the 1940 Act
if, among other things, such investment companies adopt a written
plan setting forth the separate arrangement and expense
allocation of each class and any related conversion features or
exchange privileges;
NOW, THEREFORE, each Fund, wishing to be governed by Rule
18f-3 under the 1940 Act, hereby adopts this Multi-Distribution
System Plan as follows:
<PAGE> 2
1. Each class of shares will represent interests in the
same portfolio of investments of a Fund (or series), and be
identical in all respects to each other class, except as set
forth below. The only differences among the various classes of
shares of the same Fund (or series) will relate solely to:
(a) different distribution fee payments associated with any Rule
12b-1 Plan for a particular class of shares and any other costs
relating to implementing or amending such Plan (including
obtaining shareholder approval of such Plan or any amendment
thereto), which will be borne solely by shareholders of such
classes; (b) different service fees; (c) different shareholder
servicing fees; (d) different Class Expenses, which will be
limited to the following expenses determined by the Trustees to
be attributable to a specific class of shares: (i) printing and
postage expenses related to preparing and distributing materials
such as shareholder reports, prospectuses, and proxy statements
to current shareholders of a specific class; (ii) Securities and
Exchange Commission (the "Commission") registration fees incurred
by a specific class; (iii) litigation or other legal expenses
relating to a specific class; (iv) Trustee fees or expenses
incurred as a result of issues relating to a specific class; and
(v) accounting expenses relating to a specific class; (e) the
voting rights related to any 12b-1 Plan affecting a specific
class of shares; (f) conversion features; (g) exchange
privileges; and (h) class names or designations. Any additional
incremental expenses not specifically identified above that are
subsequently identified and determined to be properly applied to
one class of shares of a Fund (or series) shall be so applied
upon approval by a majority of the Trustees of such Fund,
including a majority of the Trustees who are not interested
persons of the Fund.
2. Under the Multi-Distribution System, certain expenses
may be attributable to a Fund, but not to a particular series or
class thereof. All such expenses will be borne by each class on
the basis of the relative aggregate net assets of the classes,
except in the case of a Fund that has series, in which case they
will first be allocated among series, based upon the relative
aggregate net assets of such series. Expenses that are
attributable to a particular series, but not to a particular
class thereof, will be borne by each class of such series on the
basis of the relative aggregate net assets of the classes.
Notwithstanding the foregoing, the underwriter, the investment
manager or other provider of services to any Fund may waive or
reimburse the expenses of a specific class or classes to the
extent permitted under Rule 18f-3 under the 1940 Act.
A class of shares may be permitted to bear expenses that are
directly attributable to such class including: (a) any
distribution fees associated with any Rule 12b-1 Plan for a
particular class and any other costs relating to implementing or
amending such Plan (including obtaining shareholder approval of
such Plan or any amendment thereto); (b) any service fees
attributable to such class; (c) any shareholder servicing fees
<PAGE> 3
attributable to such class; and (d) any Class Expenses determined
by the Trustees to be attributable to such class.
3. After a shareholder's Class B shares have been
outstanding for six years, they will automatically convert to
Class A shares of the same Fund (or series) at the relative net
asset values of the two classes and will thereafter not be
subject to a Rule 12b-1 Plan; 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.
Class B shares issued upon reinvestment of income and capital
gain dividends and other distributions will be converted to Class
A shares on a pro rata basis with the Class B shares.
4. Any conversion of shares of one class to shares of
another class is subject to the continuing availability of a
ruling of the Internal Revenue Service or an opinion of counsel
to the effect that the conversion of shares does not constitute a
taxable event under federal income tax law. Any such conversion
may be suspended if such a ruling or opinion is no longer
available.
5. To the extent exchanges are permitted, shares of any
class of a Fund will be exchangeable with shares of the same
class of another Fund, or with money market fund shares as
described in the applicable prospectus. Exchanges will comply
with all applicable provisions of Rule 11a-3 under the 1940 Act.
For purposes of calculating the time period remaining on the
conversion of Class B shares to Class A shares, Class B shares
received on exchange retain their original purchase date.
6. Dividends paid by a Fund (or series) as to each class
of its shares, to the extent any dividends are paid, will be
calculated in the same manner, at the same time, on the same day,
and will be in the same amount, except that any distribution
fees, service fees, shareholder servicing fees and Class Expenses
allocated to a class will be borne exclusively by that class.
7. Any distribution arrangement of a Fund, including
distribution fees and front-end and deferred sales loads, will
comply with Article III, Section 26, of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
8. All material amendments to this Plan for a Fund must be
approved by a majority of the members of the Fund's governing
board, including a majority of the board members who are not
interested persons of the Fund.
<PAGE> 4
Any open-end investment company may establish a
Multi-Distribution System and adopt this Multi-Distribution
System Plan by approval of a majority of the members of any such
company's governing board, including a majority of the board
members who are not interested persons of such company.
<PAGE> 1
EXHIBIT 99.B24
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Kemper
National Tax-Free Income Series.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen B. Timbers Trustee October 12, 1995
- ---------------------------
</TABLE>
<PAGE> 2
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Kemper
National Tax-Free Income Series.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David W. Belin Trustee October 12, 1995
- --------------------------
</TABLE>
<PAGE> 3
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Kemper
National Tax-Free Income Series.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lewis A. Burnham Trustee October 12, 1995
- --------------------------
</TABLE>
<PAGE> 4
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Kemper
National Tax-Free Income Series.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald L. Dunaway Trustee October 12, 1995
- --------------------------
</TABLE>
<PAGE> 5
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Kemper
National Tax-Free Income Series.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert B. Hoffman Trustee October 12, 1995
- --------------------------
</TABLE>
<PAGE> 6
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Kemper
National Tax-Free Income Series.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald R. Jones Trustee October 12, 1995
- --------------------------
</TABLE>
<PAGE> 7
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Kemper
National Tax-Free Income Series.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David B. Mathis Trustee October 12, 1995
- --------------------------
</TABLE>
<PAGE> 8
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as such person's attorney-in-fact to sign and
file on such person's behalf individually and in the capacity
stated below such registration statements, amendments,
post-effective amendments, exhibits, applications and other
documents with the Securities and Exchange Commission or any
other regulatory authority as may be desirable or necessary
in connection with the public offering of shares of Kemper
National Tax-Free Income Series.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Shirley D. Peterson Trustee October 12, 1995
- --------------------------
</TABLE>
<PAGE> 9
POWER OF ATTORNEY
The person whose signature appears below hereby appoints
Charles F. Custer, Stephen B. Timbers and Philip J. Collora
and each of them, any of whom may act without the joinder of
the others, as his attorney-in-fact to sign and file on his
behalf individually and in the capacity stated below such
registration statements, amendments, post-effective
amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other
regulatory authority as may be desirable or necessary in
connection with the public offering of shares of Kemper
National Tax-Free Income Series.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William P. Sommers Trustee October 12, 1995
- --------------------------
</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 1995 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 10
<NAME> KEMPER MUNICIPAL BOND FUND -- COMBINED FOR ALL CLASSES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 3,259,546
<INVESTMENTS-AT-VALUE> 3,422,300
<RECEIVABLES> 174,790
<ASSETS-OTHER> 2,584
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,599,674
<PAYABLE-FOR-SECURITIES> 74,583
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,443
<TOTAL-LIABILITIES> 89,026
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,363,551
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (15,657)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 162,754
<NET-ASSETS> 3,510,648
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 222,621
<OTHER-INCOME> 0
<EXPENSES-NET> (23,493)
<NET-INVESTMENT-INCOME> 199,128
<REALIZED-GAINS-CURRENT> (5,853)
<APPREC-INCREASE-CURRENT> 178,553
<NET-CHANGE-FROM-OPS> 371,828
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (199,128)
<DISTRIBUTIONS-OF-GAINS> (12,759)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (206,349)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (14,685)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (23,493)
<AVERAGE-NET-ASSETS> 3,541,880
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<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 1995 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 11
<NAME> KEMPER MUNICIPAL BOND FUND -- CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 342,298
<SHARES-COMMON-PRIOR> 282,539
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,474,325
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 22,402
<NUMBER-OF-SHARES-REDEEMED> (76,431)
<SHARES-REINVESTED> 13,788
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.69
<PER-SHARE-NII> .55
<PER-SHARE-GAIN-APPREC> .50
<PER-SHARE-DIVIDEND> (.55)
<PER-SHARE-DISTRIBUTIONS> (.04)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.15
<EXPENSE-RATIO> .007
<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 1995 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 12
<NAME> KEMPER MUNICIPAL BOND FUND -- CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 3,429
<SHARES-COMMON-PRIOR> 1,125
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 34,724
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,144
<NUMBER-OF-SHARES-REDEEMED> (929)
<SHARES-REINVESTED> 89
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.67
<PER-SHARE-NII> .46
<PER-SHARE-GAIN-APPREC> .50
<PER-SHARE-DIVIDEND> (.46)
<PER-SHARE-DISTRIBUTIONS> (.04)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.13
<EXPENSE-RATIO> .016
<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 1995 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 13
<NAME> KEMPER MUNICIPAL BOND FUND -- CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 157
<SHARES-COMMON-PRIOR> 87
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,599
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 122
<NUMBER-OF-SHARES-REDEEMED> (56)
<SHARES-REINVESTED> 4
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.69
<PER-SHARE-NII> .47
<PER-SHARE-GAIN-APPREC> .51
<PER-SHARE-DIVIDEND> (.47)
<PER-SHARE-DISTRIBUTIONS> (.04)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.16
<EXPENSE-RATIO> .015
<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 1995 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATAEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 20
<NAME> KEMPER INTERMEDIATE MUNICIPAL BOND FUND - ALL CLASSES
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 14,797
<INVESTMENTS-AT-VALUE> 15,508
<RECEIVABLES> 481
<ASSETS-OTHER> 203
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 16,192
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 23
<TOTAL-LIABILITIES> 23
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15,348
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 110
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 711
<NET-ASSETS> 16,169
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 589
<OTHER-INCOME> 0
<EXPENSES-NET> (80)
<NET-INVESTMENT-INCOME> 509
<REALIZED-GAINS-CURRENT> 110
<APPREC-INCREASE-CURRENT> 711
<NET-CHANGE-FROM-OPS> 1,330
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (509)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 16,069
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (58)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (133)
<AVERAGE-NET-ASSETS> 11,279
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<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 1995 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 21
<NAME> KEMPER INTERMEDIATE MUNICIPAL BOND FUND - CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,258
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 12,808
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,703
<NUMBER-OF-SHARES-REDEEMED> (481)
<SHARES-REINVESTED> 32
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .45
<PER-SHARE-GAIN-APPREC> .68
<PER-SHARE-DIVIDEND> (.45)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.18
<EXPENSE-RATIO> .006
<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 1995 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 22
<NAME> KEMPER INTERMEDIATE MUNICIPAL BOND FUND - CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 261
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,657
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 313
<NUMBER-OF-SHARES-REDEEMED> (61)
<SHARES-REINVESTED> 5
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .36
<PER-SHARE-GAIN-APPREC> .68
<PER-SHARE-DIVIDEND> (.36)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.18
<EXPENSE-RATIO> .014
<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 1995 ANNUAL REPORT TO SHAREHOLDERS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 23
<NAME> KEMPER INTERMEDIATE MUNICIPAL BOND FUND - CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 69
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 704
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 66
<NUMBER-OF-SHARES-REDEEMED> (3)
<SHARES-REINVESTED> 2
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 9.50
<PER-SHARE-NII> .38
<PER-SHARE-GAIN-APPREC> .69
<PER-SHARE-DIVIDEND> (.38)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.19
<EXPENSE-RATIO> .013
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE> 1
EXHIBIT-99.485(b)
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
October 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kemper National Tax-Free Income Series
To The Commission:
We are counsel to the above-referenced investment company (the "Fund")
and as such have participated in the preparation and review of Post-Effective
Amendment No. 40 to the Fund's registration statement being filed pursuant to
Rule 485(b) under the Securities Act of 1933. In accordance with paragraph
(b)(4) of Rule 485, we hereby represent that such amendment does not contain
disclosures which would render it ineligible to become effective pursuant to
paragraph (b) thereof.
Very truly yours,
/s/ Vedder, Price, Kaufman & Kammholz
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
COK/dd
