<PAGE> PAGE 1
000 A000000 03/31/98
000 C000000 0000055190
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 KEMPER NATIONAL TAX-FREE INCOME SERIES
001 B000000 811-2353
001 C000000 3125377000
002 A000000 222 SOUTH RIVERSIDE PLAZA
002 B000000 CHICAGO
002 C000000 IL
002 D010000 60606
002 D020000 5808
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 2
007 C010100 1
007 C020100 KEMPER MUNICIPAL BOND FUND
007 C030100 N
007 C010200 2
007 C020200 KEMPER INTERMEDIATE MUNICIPAL BOND FUND
007 C030200 N
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A00AA01 SCUDDER KEMPER INVESTMENTS, INC.
008 B00AA01 A
008 C00AA01 801-44899
008 D01AA01 CHICAGO
008 D02AA01 IL
008 D03AA01 60606
010 A00AA01 KEMPER DISTRIBUTORS, INC.
010 B00AA01 8-47765
010 C01AA01 CHICAGO
010 C02AA01 IL
010 C03AA01 60606
011 A00AA01 KEMPER DISTRIBUTORS, INC.
011 B00AA01 8-47765
011 C01AA01 CHICAGO
<PAGE> PAGE 2
011 C02AA01 IL
011 C03AA01 60606
012 A00AA01 KEMPER SERVICE COMPANY
012 B00AA01 84-1713
012 C01AA01 KANSAS CITY
012 C02AA01 MO
012 C03AA01 64105
013 A00AA01 ERNST & YOUNG LLP
013 B01AA01 CHICAGO
013 B02AA01 IL
013 B03AA01 60606
014 A00AA01 SCUDDER INVESTOR SERVICES, INC.
014 B00AA01 8-298
014 A00AA02 KEMPER DISTRIBUTORS, INC.
014 B00AA02 8-47765
014 A00AA03 GRUNTAL SECURITIES, INC.
014 B00AA03 8-31022
014 A00AA04 THE GMS GROUP, INC.
014 B00AA04 8-23936
014 A00AA05 ZURICH CAPITAL MARKETS
014 B00AA05 8-49827
014 A00AA06 BANK HANDLOWY
014 B00AA06 8-24613
015 A00AA01 INVESTORS FIDUCIARY TRUST COMPANY
015 B00AA01 C
015 C01AA01 KANSAS CITY
015 C02AA01 MO
015 C03AA01 64105
015 E01AA01 X
015 A00AA02 STATE STREET BANK AND TRUST COMPANY
015 B00AA02 S
015 C01AA02 BOSTON
015 C02AA02 MA
015 C03AA02 02110
015 E01AA02 X
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 69
019 C00AA00 KEMPERFNDS
020 A000001 DEUTSCHE MORGAN GRENFELL
020 B000001 13-2730828
020 C000001 50
020 A000002 COMMERZBANK CAPITAL MARKETS CORP.
020 B000002 13-3439358
020 C000002 46
020 A000003 LIT CLEARING SERVICES, INC.
020 B000003 36-3890396
020 C000003 44
020 C000004 0
020 C000005 0
020 C000006 0
<PAGE> PAGE 3
020 C000007 0
020 C000008 0
020 C000009 0
020 C000010 0
021 000000 140
022 A000001 LEHMAN BROTHERS, INC.
022 B000001 13-2518466
022 C000001 539500
022 D000001 453466
022 A000002 WILLIAM E. SIMON & SONS MUNICIPAL SECURITIES
022 B000002 22-3017217
022 C000002 358638
022 D000002 145134
022 A000003 GOLDMAN SACHS & CO.
022 B000003 13-5108880
022 C000003 200621
022 D000003 189472
022 A000004 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
022 B000004 13-5674085
022 C000004 95534
022 D000004 257785
022 A000005 SMITH BARNEY INC.
022 B000005 13-1912900
022 C000005 96956
022 D000005 105993
022 A000006 PAINEWEBBER INCORPORATED
022 B000006 13-2638166
022 C000006 86040
022 D000006 78393
022 A000007 J.P. MORGAN SECURITIES, INC.
022 B000007 13-3224016
022 C000007 68821
022 D000007 94813
022 A000008 BEAR, STEARNS & CO. INC.
022 B000008 13-3299429
022 C000008 63326
022 D000008 30395
022 A000009 BANC ONE CAPITAL CORP.
022 B000009 31-1017233
022 C000009 24473
022 D000009 60703
022 A000010 MORGAN STANLEY DEAN WITTER DISCOVER
022 B000010 13-6255998
022 C000010 42620
022 D000010 28019
023 C000000 1727066
023 D000000 1569781
024 00AA00 N
025 D00AA01 0
025 D00AA02 0
025 D00AA03 0
<PAGE> PAGE 4
025 D00AA04 0
025 D00AA05 0
025 D00AA06 0
025 D00AA07 0
025 D00AA08 0
026 A000000 Y
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
037 00AA00 N
038 00AA00 0
039 00AA00 Y
040 00AA00 Y
041 00AA00 Y
049 00AA00 N
050 00AA00 N
051 00AA00 N
052 00AA00 N
053 A00AA00 N
054 A00AA00 Y
054 B00AA00 Y
054 C00AA00 N
054 D00AA00 N
054 E00AA00 N
054 F00AA00 N
054 G00AA00 N
054 H00AA00 Y
054 I00AA00 N
054 J00AA00 Y
054 K00AA00 N
054 L00AA00 N
054 M00AA00 Y
054 N00AA00 N
054 O00AA00 N
055 A00AA00 Y
055 B00AA00 N
056 00AA00 Y
057 00AA00 N
058 A00AA00 N
059 00AA00 Y
060 A00AA00 Y
060 B00AA00 Y
061 00AA00 1000
066 A00AA00 N
067 00AA00 N
<PAGE> PAGE 5
068 A00AA00 N
068 B00AA00 N
069 00AA00 N
077 A000000 Y
077 B000000 N
077 C000000 Y
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
028 A010100 64110
028 A020100 8660
028 A030100 0
028 A040100 69102
028 B010100 64631
028 B020100 7359
028 B030100 0
028 B040100 83362
028 C010100 62899
028 C020100 55052
028 C030100 0
028 C040100 91895
028 D010100 75590
028 D020100 8736
028 D030100 0
028 D040100 69167
028 E010100 77569
028 E020100 7502
028 E030100 0
028 E040100 107803
028 F010100 25592
028 F020100 14185
028 F030100 0
028 F040100 70360
028 G010100 370391
028 G020100 101494
028 G030100 0
028 G040100 491689
<PAGE> PAGE 6
028 H000100 43166
029 000100 Y
030 A000100 937
030 B000100 4.50
030 C000100 0.00
031 A000100 140
031 B000100 0
032 000100 797
033 000100 0
034 000100 Y
035 000100 41
036 A000100 N
036 B000100 0
042 A000100 0
042 B000100 0
042 C000100 0
042 D000100 0
042 E000100 0
042 F000100 0
042 G000100 0
042 H000100 100
043 000100 268
044 000100 770
045 000100 Y
046 000100 N
047 000100 Y
048 000100 0.000
048 A010100 250000
048 A020100 0.450
048 B010100 750000
048 B020100 0.430
048 C010100 1500000
048 C020100 0.410
048 D010100 2500000
048 D020100 0.400
048 E010100 2500000
048 E020100 0.380
048 F010100 2500000
048 F020100 0.360
048 G010100 2500000
048 G020100 0.340
048 H010100 0
048 H020100 0.000
048 I010100 0
048 I020100 0.000
048 J010100 0
048 J020100 0.000
048 K010100 12500000
048 K020100 0.320
062 A000100 Y
062 B000100 0.0
<PAGE> PAGE 7
062 C000100 0.0
062 D000100 0.0
062 E000100 1.6
062 F000100 0.0
062 G000100 0.0
062 H000100 0.0
062 I000100 0.0
062 J000100 0.0
062 K000100 0.0
062 L000100 0.0
062 M000100 0.0
062 N000100 0.0
062 O000100 98.2
062 P000100 0.0
062 Q000100 0.0
062 R000100 0.0
063 A000100 0
063 B000100 16.2
064 A000100 N
064 B000100 N
070 A010100 Y
070 A020100 N
070 B010100 N
070 B020100 N
070 C010100 Y
070 C020100 N
070 D010100 N
070 D020100 N
070 E010100 Y
070 E020100 Y
070 F010100 N
070 F020100 N
070 G010100 Y
070 G020100 N
070 H010100 N
070 H020100 N
070 I010100 N
070 I020100 N
070 J010100 Y
070 J020100 N
070 K010100 N
070 K020100 N
070 L010100 N
070 L020100 N
070 M010100 N
070 M020100 N
070 N010100 Y
070 N020100 N
070 O010100 N
070 O020100 N
070 P010100 N
<PAGE> PAGE 8
070 P020100 N
070 Q010100 N
070 Q020100 N
070 R010100 N
070 R020100 N
071 A000100 949906
071 B000100 929489
071 C000100 3106836
071 D000100 60
072 A000100 6
072 B000100 91453
072 C000100 0
072 D000100 0
072 E000100 0
072 F000100 6660
072 G000100 2799
072 H000100 0
072 I000100 0
072 J000100 912
072 K000100 0
072 L000100 273
072 M000100 22
072 N000100 10
072 O000100 0
072 P000100 0
072 Q000100 0
072 R000100 31
072 S000100 7
072 T000100 268
072 U000100 0
072 V000100 0
072 W000100 15
072 X000100 10997
072 Y000100 0
072 Z000100 80456
072AA000100 35750
072BB000100 7418
072CC010100 21960
072CC020100 0
072DD010100 78961
072DD020100 1495
072EE000100 66970
073 A010100 0.0000
073 A020100 0.0000
073 B000100 0.2200
073 C000100 0.0000
074 A000100 848
074 B000100 0
074 C000100 51225
074 D000100 3123735
074 E000100 0
<PAGE> PAGE 9
074 F000100 0
074 G000100 0
074 H000100 0
074 I000100 0
074 J000100 33226
074 K000100 0
074 L000100 46822
074 M000100 0
074 N000100 3255856
074 O000100 68614
074 P000100 1598
074 Q000100 0
074 R010100 0
074 R020100 0
074 R030100 0
074 R040100 5905
074 S000100 0
074 T000100 3179739
074 U010100 298494
074 U020100 7165
074 V010100 0.00
074 V020100 0.00
074 W000100 0.0000
074 X000100 71916
074 Y000100 530570
075 A000100 0
075 B000100 3222519
076 000100 0.00
028 A010200 296
028 A020200 51
028 A030200 0
028 A040200 373
028 B010200 582
028 B020200 44
028 B030200 0
028 B040200 282
028 C010200 445
028 C020200 157
028 C030200 0
028 C040200 214
028 D010200 806
028 D020200 54
028 D030200 0
028 D040200 603
028 E010200 564
028 E020200 47
028 E030200 0
028 E040200 330
028 F010200 174
028 F020200 65
028 F030200 0
<PAGE> PAGE 10
028 F040200 315
028 G010200 2867
028 G020200 418
028 G030200 0
028 G040200 2117
028 H000200 1112
029 000200 Y
030 A000200 36
030 B000200 2.75
030 C000200 0.00
031 A000200 6
031 B000200 0
032 000200 30
033 000200 0
034 000200 Y
035 000200 6
036 A000200 N
036 B000200 0
042 A000200 0
042 B000200 0
042 C000200 0
042 D000200 0
042 E000200 0
042 F000200 0
042 G000200 0
042 H000200 100
043 000200 20
044 000200 66
045 000200 Y
046 000200 N
047 000200 Y
048 000200 0.000
048 A010200 250000
048 A020200 0.550
048 B010200 750000
048 B020200 0.520
048 C010200 1500000
048 C020200 0.500
048 D010200 2500000
048 D020200 0.480
048 E010200 2500000
048 E020200 0.450
048 F010200 2500000
048 F020200 0.430
048 G010200 2500000
048 G020200 0.410
048 H010200 0
048 H020200 0.000
048 I010200 0
048 I020200 0.000
048 J010200 0
<PAGE> PAGE 11
048 J020200 0.000
048 K010200 12500000
048 K020200 0.400
062 A000200 Y
062 B000200 0.0
062 C000200 0.0
062 D000200 0.0
062 E000200 2.1
062 F000200 0.0
062 G000200 0.0
062 H000200 0.0
062 I000200 0.0
062 J000200 0.0
062 K000200 0.0
062 L000200 0.0
062 M000200 0.0
062 N000200 0.0
062 O000200 96.1
062 P000200 0.0
062 Q000200 0.0
062 R000200 0.0
063 A000200 0
063 B000200 7.5
064 A000200 N
064 B000200 N
070 A010200 Y
070 A020200 N
070 B010200 N
070 B020200 N
070 C010200 Y
070 C020200 N
070 D010200 N
070 D020200 N
070 E010200 Y
070 E020200 Y
070 F010200 N
070 F020200 N
070 G010200 Y
070 G020200 N
070 H010200 N
070 H020200 N
070 I010200 N
070 I020200 N
070 J010200 Y
070 J020200 N
070 K010200 N
070 K020200 N
070 L010200 N
070 L020200 N
070 M010200 N
070 M020200 N
<PAGE> PAGE 12
070 N010200 Y
070 N020200 N
070 O010200 N
070 O020200 N
070 P010200 N
070 P020200 N
070 Q010200 N
070 Q020200 N
070 R010200 N
070 R020200 N
071 A000200 3570
071 B000200 2243
071 C000200 21538
071 D000200 21
072 A000200 6
072 B000200 602
072 C000200 0
072 D000200 0
072 E000200 0
072 F000200 62
072 G000200 25
072 H000200 0
072 I000200 0
072 J000200 9
072 K000200 0
072 L000200 3
072 M000200 4
072 N000200 0
072 O000200 0
072 P000200 0
072 Q000200 0
072 R000200 0
072 S000200 0
072 T000200 20
072 U000200 0
072 V000200 0
072 W000200 7
072 X000200 130
072 Y000200 0
072 Z000200 472
072AA000200 68
072BB000200 5
072CC010200 201
072CC020200 0
072DD010200 375
072DD020200 96
072EE000200 140
073 A010200 0.0000
073 A020200 0.0000
073 B000200 0.0700
073 C000200 0.0000
<PAGE> PAGE 13
074 A000200 94
074 B000200 0
074 C000200 500
074 D000200 22275
074 E000200 0
074 F000200 0
074 G000200 0
074 H000200 0
074 I000200 0
074 J000200 0
074 K000200 0
074 L000200 366
074 M000200 0
074 N000200 23235
074 O000200 0
074 P000200 21
074 Q000200 0
074 R010200 0
074 R020200 0
074 R030200 0
074 R040200 33
074 S000200 0
074 T000200 23181
074 U010200 1691
074 U020200 544
074 V010200 0.00
074 V020200 0.00
074 W000200 0.0000
074 X000200 432
074 Y000200 0
075 A000200 0
075 B000200 22622
076 000200 0.00
SIGNATURE PHILIP J. COLLORA
TITLE SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 011
<NAME> KEMPER MUNICIPAL BOND FUND - CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 2,944,885
<INVESTMENTS-AT-VALUE> 3,174,960
<RECEIVABLES> 80,048
<ASSETS-OTHER> 848
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,255,856
<PAYABLE-FOR-SECURITIES> 68,614
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,503
<TOTAL-LIABILITIES> 76,117
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,949,489
<SHARES-COMMON-STOCK> 298,494
<SHARES-COMMON-PRIOR> 301,050
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 175
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 230,075
<NET-ASSETS> 3,179,739
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 91,453
<OTHER-INCOME> 0
<EXPENSES-NET> (10,997)
<NET-INVESTMENT-INCOME> 80,456
<REALIZED-GAINS-CURRENT> 28,332
<APPREC-INCREASE-CURRENT> 21,960
<NET-CHANGE-FROM-OPS> 130,748
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (78,961)
<DISTRIBUTIONS-OF-GAINS> (65,472)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 33,108
<NUMBER-OF-SHARES-REDEEMED> (45,271)
<SHARES-REINVESTED> 9,607
<NET-CHANGE-IN-ASSETS> (36,482)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 38,813
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,660
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,997
<AVERAGE-NET-ASSETS> 3,222,519
<PER-SHARE-NAV-BEGIN> 10.46
<PER-SHARE-NII> .26
<PER-SHARE-GAIN-APPREC> .16
<PER-SHARE-DIVIDEND> (.26)
<PER-SHARE-DISTRIBUTIONS> (.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.40
<EXPENSE-RATIO> .66
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 012
<NAME> KEMPER MUNICIPAL BOND FUND - CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 2,944,885
<INVESTMENTS-AT-VALUE> 3,174,960
<RECEIVABLES> 80,048
<ASSETS-OTHER> 848
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,255,856
<PAYABLE-FOR-SECURITIES> 68,614
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,503
<TOTAL-LIABILITIES> 76,117
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,949,489
<SHARES-COMMON-STOCK> 6,560
<SHARES-COMMON-PRIOR> 5,878
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 175
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 230,075
<NET-ASSETS> 3,179,739
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 91,453
<OTHER-INCOME> 0
<EXPENSES-NET> (10,997)
<NET-INVESTMENT-INCOME> 80,456
<REALIZED-GAINS-CURRENT> 28,332
<APPREC-INCREASE-CURRENT> 21,960
<NET-CHANGE-FROM-OPS> 130,748
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,350)
<DISTRIBUTIONS-OF-GAINS> (1,358)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,092
<NUMBER-OF-SHARES-REDEEMED> (593)
<SHARES-REINVESTED> 183
<NET-CHANGE-IN-ASSETS> (36,482)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 38,813
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,660
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,997
<AVERAGE-NET-ASSETS> 3,222,519
<PER-SHARE-NAV-BEGIN> 10.44
<PER-SHARE-NII> .22
<PER-SHARE-GAIN-APPREC> .16
<PER-SHARE-DIVIDEND> (.22)
<PER-SHARE-DISTRIBUTIONS> (.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.38
<EXPENSE-RATIO> 1.53
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 013
<NAME> KEMPER MUNICIPAL BOND FUND - CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 2,944,885
<INVESTMENTS-AT-VALUE> 3,174,960
<RECEIVABLES> 80,048
<ASSETS-OTHER> 848
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,255,856
<PAYABLE-FOR-SECURITIES> 68,614
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,503
<TOTAL-LIABILITIES> 76,117
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,949,489
<SHARES-COMMON-STOCK> 595
<SHARES-COMMON-PRIOR> 519
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 175
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 230,075
<NET-ASSETS> 3,179,739
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 91,453
<OTHER-INCOME> 0
<EXPENSES-NET> (10,997)
<NET-INVESTMENT-INCOME> 80,456
<REALIZED-GAINS-CURRENT> 28,332
<APPREC-INCREASE-CURRENT> 21,960
<NET-CHANGE-FROM-OPS> 130,748
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (138)
<DISTRIBUTIONS-OF-GAINS> (134)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,299
<NUMBER-OF-SHARES-REDEEMED> (20)
<SHARES-REINVESTED> 20
<NET-CHANGE-IN-ASSETS> (36,482)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 38,813
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,660
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,997
<AVERAGE-NET-ASSETS> 3,222,519
<PER-SHARE-NAV-BEGIN> 10.47
<PER-SHARE-NII> .22
<PER-SHARE-GAIN-APPREC> .16
<PER-SHARE-DIVIDEND> (.22)
<PER-SHARE-DISTRIBUTIONS> (.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.41
<EXPENSE-RATIO> 1.51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 014
<NAME> KEMPER MUNICIPAL BOND FUND - CLASS I
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 2,944,885
<INVESTMENTS-AT-VALUE> 3,174,960
<RECEIVABLES> 80,048
<ASSETS-OTHER> 848
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,255,856
<PAYABLE-FOR-SECURITIES> 68,614
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,503
<TOTAL-LIABILITIES> 76,117
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,949,489
<SHARES-COMMON-STOCK> 10
<SHARES-COMMON-PRIOR> 30
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 175
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 230,075
<NET-ASSETS> 3,179,739
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 91,453
<OTHER-INCOME> 0
<EXPENSES-NET> (10,997)
<NET-INVESTMENT-INCOME> 80,456
<REALIZED-GAINS-CURRENT> 28,332
<APPREC-INCREASE-CURRENT> 21,960
<NET-CHANGE-FROM-OPS> 130,748
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (7)
<DISTRIBUTIONS-OF-GAINS> (6)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (36,482)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 38,813
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 6,660
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,997
<AVERAGE-NET-ASSETS> 3,222,519
<PER-SHARE-NAV-BEGIN> 10.46
<PER-SHARE-NII> .26
<PER-SHARE-GAIN-APPREC> .16
<PER-SHARE-DIVIDEND> (.26)
<PER-SHARE-DISTRIBUTIONS> (.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.40
<EXPENSE-RATIO> .59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 021
<NAME> KEMPER INTERMEDIATE MUNICIPAL BOND FUND - CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 21,466
<INVESTMENTS-AT-VALUE> 22,775
<RECEIVABLES> 366
<ASSETS-OTHER> 94
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 23,235
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 54
<TOTAL-LIABILITIES> 54
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 21,933
<SHARES-COMMON-STOCK> 1,691
<SHARES-COMMON-PRIOR> 1,609
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (61)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,309
<NET-ASSETS> 23,181
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 602
<OTHER-INCOME> 0
<EXPENSES-NET> (130)
<NET-INVESTMENT-INCOME> 472
<REALIZED-GAINS-CURRENT> 63
<APPREC-INCREASE-CURRENT> 201
<NET-CHANGE-FROM-OPS> 736
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (375)
<DISTRIBUTIONS-OF-GAINS> (106)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 192
<NUMBER-OF-SHARES-REDEEMED> (142)
<SHARES-REINVESTED> 32
<NET-CHANGE-IN-ASSETS> 1,292
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 16
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 62
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 130
<AVERAGE-NET-ASSETS> 22,622
<PER-SHARE-NAV-BEGIN> 10.31
<PER-SHARE-NII> .23
<PER-SHARE-GAIN-APPREC> .13
<PER-SHARE-DIVIDEND> (.23)
<PER-SHARE-DISTRIBUTIONS> (.07)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.37
<EXPENSE-RATIO> .96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 022
<NAME> KEMPER INTERMEDIATE MUNICIPAL BOND FUND - CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 21,466
<INVESTMENTS-AT-VALUE> 22,775
<RECEIVABLES> 366
<ASSETS-OTHER> 94
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 23,235
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 54
<TOTAL-LIABILITIES> 54
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 21,933
<SHARES-COMMON-STOCK> 471
<SHARES-COMMON-PRIOR> 443
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (61)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,309
<NET-ASSETS> 23,181
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 602
<OTHER-INCOME> 0
<EXPENSES-NET> (130)
<NET-INVESTMENT-INCOME> 472
<REALIZED-GAINS-CURRENT> 63
<APPREC-INCREASE-CURRENT> 201
<NET-CHANGE-FROM-OPS> 736
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (86)
<DISTRIBUTIONS-OF-GAINS> (29)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 69
<NUMBER-OF-SHARES-REDEEMED> (48)
<SHARES-REINVESTED> 7
<NET-CHANGE-IN-ASSETS> 1,292
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 16
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 62
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 130
<AVERAGE-NET-ASSETS> 22,622
<PER-SHARE-NAV-BEGIN> 10.31
<PER-SHARE-NII> .19
<PER-SHARE-GAIN-APPREC> .13
<PER-SHARE-DIVIDEND> (.19)
<PER-SHARE-DISTRIBUTIONS> (.07)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.37
<EXPENSE-RATIO> 1.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000055190
<NAME> KEMPER NATIONAL TAX-FREE INCOME SERIES
<SERIES>
<NUMBER> 023
<NAME> KEMPER INTERMEDIATE MUNICIPAL BOND FUND - CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 21,466
<INVESTMENTS-AT-VALUE> 22,775
<RECEIVABLES> 366
<ASSETS-OTHER> 94
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 23,235
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 54
<TOTAL-LIABILITIES> 54
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 21,933
<SHARES-COMMON-STOCK> 73
<SHARES-COMMON-PRIOR> 70
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (61)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,309
<NET-ASSETS> 23,181
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 602
<OTHER-INCOME> 0
<EXPENSES-NET> (130)
<NET-INVESTMENT-INCOME> 472
<REALIZED-GAINS-CURRENT> 63
<APPREC-INCREASE-CURRENT> 201
<NET-CHANGE-FROM-OPS> 736
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11)
<DISTRIBUTIONS-OF-GAINS> (4)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 27
<NUMBER-OF-SHARES-REDEEMED> (25)
<SHARES-REINVESTED> 1
<NET-CHANGE-IN-ASSETS> 1,292
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 16
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 62
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 130
<AVERAGE-NET-ASSETS> 22,622
<PER-SHARE-NAV-BEGIN> 10.31
<PER-SHARE-NII> .19
<PER-SHARE-GAIN-APPREC> .13
<PER-SHARE-DIVIDEND> (.19)
<PER-SHARE-DISTRIBUTIONS> (.07)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.37
<EXPENSE-RATIO> 1.73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Exhibit 77C
Kemper National Tax-Free Income Series
Form N-SAR for the period ended 03/31/98
File No. 811-2353
Page 1
A special meeting of Registrant's shareholders was held on
December 3, 1997 and was adjourned as necessary. Votes regarding
the items submitted to shareholder vote are set forth below.
Item 1: Election of the Board of Trustees
David W. Belin
Vote Number
---- -----------
FOR 212,403,773
WITHHELD 3,852,460
Lewis A. Burnham
Vote Number
---- -----------
FOR 212,594,151
WITHHELD 3,662,083
Donald L. Dunaway
Vote Number
---- -----------
FOR 212,593,454
WITHHELD 3,662,780
Robert B. Hoffman
Vote Number
---- -----------
FOR 212,594,002
WITHHELD 3,662,232
Exhibit 77C
Kemper National Tax-Free Income Series
Form N-SAR for the period ended 03/31/98
File No. 811-2353
Page 2
Donald R. Jones
Vote Number
---- -----------
FOR 212,527,934
WITHHELD 3,728,300
Shirley D. Peterson
Vote Number
---- -----------
FOR 212,397,848
WITHHELD 3,858,386
Daniel Pierce
Vote Number
---- -----------
FOR 212,400,280
WITHHELD 3,855,954
William P. Sommers
Vote Number
---- -----------
FOR 212,600,600
WITHHELD 3,655,633
Edmond D. Villani
Vote Number
---- -----------
FOR 212,376,110
WITHHELD 3,880,123
Exhibit 77C
Kemper National Tax-Free Income Series
Form N-SAR for the period ended 03/31/98
File No. 811-2353
Page 3
Item 2: Selection of Independent Auditors
Vote Number
---- -----------
FOR 210,693,083
AGAINST 1,480,185
ABSTAIN 4,082,965
Item 3: New Investment Management Agreement
Kemper Municipal Bond Fund
Vote Number
---- -----------
F0R 195,614,879
AGAINST 4,391,646
ABSTAIN 7,548,567
Kemper Intermediate Municipal Bond Fund
Vote Number
---- -----------
F0R 1,159,791
AGAINST 26,278
ABSTAIN 17,969
Item 6: New Rule 12B-1 Distribution Plan
Kemper Municipal Bond Fund (Class B shareholders only)
Vote Number
---- -----------
FOR 3,380,495
AGAINST 83,985
ABSTAIN 74,788
Exhibit 77C
Kemper National Tax-Free Income Series
Form N-SAR for the period ended 03/31/98
File No. 811-2353
Page 4
(Class C shareholders only)
Vote Number
---- -----------
FOR 264,078
AGAINST 0
ABSTAIN 6,727
Kemper Intermedicate Municipal Bond Fund
(Class B shareholders only)
Vote Number
---- -----------
FOR 256,575
AGAINST 0
ABSTAIN 5,681
Kemper Intermedicate Municipal Bond Fund
(Class C shareholders only)
Vote Number
---- -----------
FOR 71,169
AGAINST 0
ABSTAIN 0
Item 7: Approve changes in fundamental investment policies
Kemper Municipal Bond Fund
Vote Number
---- -----------
F0R 167,754,077
AGAINST 7,328,059
ABSTAIN 10,847,408
Exhibit 77C
Kemper National Tax-Free Income Series
Form N-SAR for the period ended 03/31/98
File No. 811-2353
Page 5
Kemper Intermediate Municipal Bond Fund
Vote Number
---- -----------
F0R 1,211,730
AGAINST 48,388
ABSTAIN 21,391
MRB|W:\FUNDS\NSAR.EXH\KNTIS995.77C|111795
Exhibit 77Q1(e)(1)
Kemper National Tax-Free Income Series
Form N-SAR for the period ended 3/31/98
File No. 811-2353
INVESTMENT MANAGEMENT AGREEMENT
Kemper National Tax-Free Income Series
222 South Riverside Plaza
Chicago, Illinois 60606
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Intermediate Municipal Bond Fund
Ladies and Gentlemen:
KEMPER NATIONAL TAX-FREE INCOME SERIES (the "Trust") has been
established as a Massachusetts business trust to engage in the
business of an investment company. Pursuant to the Trust's
Declaration of Trust, as amended from time-to-time (the
"Declaration"), the Board of Trustees is authorized to issue the
Trust's shares of beneficial interest (the "Shares"), in separate
series, or funds. The Board of Trustees has authorized Kemper
Intermediate Municipal Bond Fund (the "Fund"). Series may be
abolished and dissolved, and additional series established, from
time to time by action of the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust s Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the
requirements set forth in this section 2, you shall be entitled
to receive and act upon advice of counsel to the Trust. You shall
also make available to the Trust promptly upon request all of the
Fund's investment records and ledgers as are necessary to assist
the Trust in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall
furnish to regulatory authorities having the requisite authority
any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and
regulations.
2
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
3
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide
at your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out-of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund's
4
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund's
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of
the foregoing sales expenses as are not required to be paid by
the principal underwriter pursuant to the underwriting agreement
or are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments
to be made and costs to be assumed by you as provided in sections
2, 3, and 4 hereof, the Trust on behalf of the Fund shall pay you
in United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .55 of 1
percent of the average daily net assets as defined below of the
Fund for such month; provided that, for any calendar month during
which the average of such values exceeds $250,000,000 the fee
payable for that month based on the portion of the average of
such values in excess of $250,000,000 shall be 1/12 of .52 of 1
percent of such portion; provided that, for any calendar month
during which the average of such values exceeds $1,000,000,000,
5
the fee payable for that month based on the portion of the
average of such values in excess of $1,000,000,000 shall be 1/12
of .50 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds
$2,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .48 of 1 percent of such portion; provided that,
for any calendar month during which the average of such values
exceeds $5,000,000,000, the fee payable for that month based on
the portion of the average of such values in excess of
$5,000,000,000 shall be 1/12 of .45 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such values exceeds $7,500,000,000, the fee payable for that
month based on the portion of the average of such values in
excess of $7,500,000,000 shall be 1/12 of .43 of 1 percent of
such portion; provided that, for any calendar month during which
the average of such values exceeds $10,000,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .41 of
1 percent of such portion; and provided that, for any calendar
month during which the average of such values exceeds
$12,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$12,500,000,000 shall be 1/12 of .40 of 1 percent of such
portion; over (b) any compensation waived by you from time to
time (as more fully described below). You shall be entitled to
receive during any month such interim payments of your fee
hereunder as you shall request, provided that no such payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
6
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually
bound hereunder by the terms of any publicly announced waiver of
your fee, or any limitation of the Fund's expenses, as if such
waiver or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund's
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement.
If any occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you shall act
solely as investment counsel for such clients and not in any way
on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to
your undertaking to render services pursuant to this Agreement,
the Trust agrees that you shall not be liable under this
Agreement for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the matters to which
this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until March 1, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
7
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This
Agreement shall terminate automatically in the event of its
assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a coyp
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Kemper National Tax-Free Income Series"
refers to the Trustees under the Declaration collectively as
Trustees and not as individuals or personally, and that no
shareholder of the Fund, or Trustee, officer, employee or agent
of the Trust, shall be subject to claims against or obligations
of the Trust or of the Fund to any extent whatsoever, but that
the Trust estate only shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
8
obligation from the shareholders or any shareholder of the Fund
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
9
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
KEMPER NATIONAL TAX-FREE INCOME
SERIES, on behalf of Kemper
Intermediate Municipal Bond Fund
By: /s/ John E. Neal
-------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Lynn S. Birdsong
--------------------------------
Vice President
MRB|W:\FUNDS\NSAR.EXH\KNTIS\77Q-398.IMB|050898
10
Exhibit 77Q1(e)(2)
Kemper National Tax-Free Income Series
Form N-SAR for the period ended 3/31/98
File No. 811-2353
INVESTMENT MANAGEMENT AGREEMENT
Kemper National Tax-Free Income Series
222 South Riverside Plaza
Chicago, Illinois 60606
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Municipal Bond Fund
Ladies and Gentlemen:
KEMPER NATIONAL TAX-FREE INCOME SERIES (the "Trust") has been
established as a Massachusetts business trust to engage in the
business of an investment company. Pursuant to the Trust's
Declaration of Trust, as amended from time-to-time (the
"Declaration"), the Board of Trustees is authorized to issue the
Trust's shares of beneficial interest (the "Shares"), in separate
series, or funds. The Board of Trustees has authorized Kemper
Municipal Bond Fund (the "Fund"). Series may be abolished and
dissolved, and additional series established, from time to time
by action of the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the
requirements set forth in this section 2, you shall be entitled
to receive and act upon advice of counsel to the Trust. You
shall also make available to the Trust promptly upon request all
of the Fund's investment records and ledgers as are necessary to
assist the Trust in complying with the requirements of the 1940
Act and other applicable laws. To the extent required by law,
you shall furnish to regulatory authorities having the requisite
authority any information or reports in connection with the
services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the
Trust are being conducted in a manner consistent with applicable
laws and regulations.
2 You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
3
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide
at your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out-of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund's
4
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund's
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of
the foregoing sales expenses as are not required to be paid by
the principal underwriter pursuant to the underwriting agreement
or are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments
to be made and costs to be assumed by you as provided in sections
2, 3, and 4 hereof, the Trust on behalf of the Fund shall pay you
in United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .45 of 1
percent of the average daily net assets as defined below of the
Fund for such month; provided that, for any calendar month during
which the average of such values exceeds $250,000,000 the fee
payable for that month based on the portion of the average of
such values in excess of $250,000,000 shall be 1/12 of .43 of 1
percent of such portion; provided that, for any calendar month
during which the average of such values exceeds $1,000,000,000,
5
the fee payable for that month based on the portion of the
average of such values in excess of $1,000,000,000 shall be 1/12
of .41 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds
$2,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .40 of 1 percent of such portion; provided that,
for any calendar month during which the average of such values
exceeds $5,000,000,000, the fee payable for that month based on
the portion of the average of such values in excess of
$5,000,000,000 shall be 1/12 of .38 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such values exceeds $7,500,000,000, the fee payable for that
month based on the portion of the average of such values in
excess of $7,500,000,000 shall be 1/12 of .36 of 1 percent of
such portion; provided that, for any calendar month during which
the average of such values exceeds 10,000,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .34 of
1 percent of such portion; and provided that, for any calendar
month during which the average of such values exceeds
$12,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$12,500,000,000 shall be 1/12 of .32 of 1 percent of such
portion; over (b) the greater of (i) the amount by which the
Fund's expenses exceed 1% of average daily net assets or (ii) any
compensation waived by you from time to time (as more fully
described below). You shall be entitled to receive during any
month such interim payments of your fee hereunder as you shall
request, provided that no such payment shall exceed 75 percent of
the amount of your fee then accrued on the books of the Fund and
unpaid.
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
6
You agree that your gross compensation for any fiscal year shall
not be greater than an amount which, when added to other expenses
of the Fund, shall cause the aggregate expenses of the Fund to
equal 1% of average daily net assets. Except to the extent that
such amount has been reflected in reduced payments to you, you
shall refund to the Fund the amount of any payment received in
excess of the limitation pursuant to this section 5 as promptly
as practicable after the end of such fiscal year, provided that
you shall not be required to pay the Fund an amount greater than
the fee paid to you in respect of such year pursuant to this
Agreement. As used in this section 5, "expenses" shall mean
those expenses included in the applicable expense limitation
having the broadest specifications thereof, and "expense
limitation" means a limit on the maximum annual expenses which
may be incurred by an investment company determined (i) by
multiplying a fixed percentage by the average, or by multiplying
more than one such percentage by different specified amounts of
the average, of the values of an investment company's net assets
for a fiscal year or (ii) by multiplying a fixed percentage by an
investment company's net investment income for a fiscal year.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually
bound hereunder by the terms of any publicly announced waiver of
your fee, or any limitation of the Fund's expenses, as if such
waiver or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund's
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement.
If any occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you shall act
solely as investment counsel for such clients and not in any way
on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
7
a manner believed by you to be equitable. The Fund recognizes
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to
your undertaking to render services pursuant to this Agreement,
the Trust agrees that you shall not be liable under this
Agreement for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the matters to which
this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until March 1, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This
Agreement shall terminate automatically in the event of its
assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
8
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Kemper National Tax-Free Income Series"
refers to the Trustees under the Declaration collectively as
Trustees and not as individuals or personally, and that no
shareholder of the Fund, or Trustee, officer, employee or agent
of the Trust, shall be subject to claims against or obligations
of the Trust or of the Fund to any extent whatsoever, but that
the Trust estate only shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
9
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
KEMPER NATIONAL TAX-FREE INCOME
SERIES, on behalf of Kemper
Municipal Bond Fund
By: /s/ John E. Neal
-----------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Lynn S. Birdsong
------------------------------
Vice President
MRB|W:\FUNDS\NSAR.EXH\KNTIS\77Q-398.MBF|050898
10
