Filed electronically with the Securities and Exchange Commission
on October 13, 2000
File No. 2-76806
File No. 811-3440
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 36
-- / X /
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. 38
-- / X /
KEMPER PORTFOLIOS
-----------------
(Exact Name of Registrant as Specified in Charter)
222 South Riverside Plaza, Chicago, Illinois 60606
--------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (312)
537-7000
Philip J. Collora
Scudder Kemper Investment, Inc.
222 South Riverside Plaza
Chicago, Illinois 60606
-----------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
/ / Immediately upon filing pursuant to paragraph (b)
/ / On (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a) (1)
/ / On (date) pursuant to paragraph (a) (3)
/ / 75 days after filing pursuant to paragraph (a) (2)
/ X / On January 1, 2001 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
<PAGE>
LONG - TERM
INVESTING
IN A
SHORT-TERM
WORLD(SM)
January 1, 2001
Prospectus
KEMPER INCOME FUNDS
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income And Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper U.S. Government Securities Fund
Kemper Strategic Income Fund
Kemper U.S. Mortgage Fund
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
[LOGO] KEMPER FUNDS
<PAGE>
HOW THE INVESTING IN
FUNDS WORK THE FUNDS
2 Kemper High Yield Fund 32 Kemper U.S. Government 61 Choosing A
Securities Fund Share Class
8 Kemper High Yield
Fund II 38 Kemper Strategic 67 How To Buy Shares
Income Fund
14 Kemper High Yield 68 How To Exchange Or
Opportunity Fund 44 Kemper U.S. Sell Shares
Mortgage Fund
20 Kemper Income And 69 Policies You
Capital Preservation 50 Other Policies And Risks Should Know About
Fund
52 Financial Highlights 75 Understanding
26 Kemper Short-Term Distributions
U.S. Government Fund And Taxes
<PAGE>
How The Funds Work
These funds invest mainly in bonds and other types of debt securities.
Taken as a group, they represent a spectrum of approaches to investing for
income, from a conservative approach that emphasizes preservation of capital to
a more aggressive (and more risky) approach that focuses on higher income and
total return. Each fund has its own objective.
Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, so be aware that you could lose money.
<PAGE>
TICKER SYMBOLS CLASS: A) KHYAX B) KHYBX C) KHYCX
Kemper
High Yield Fund
--------------------------------------------------------------------------------
FUND GOAL The fund seeks the highest level of current income obtainable
from a diversified portfolio of fixed income securities which the
fund's investment manager considers consistent with reasonable risk. As
a secondary objective, the fund will seek capital gain where consistent
with its primary objective.
2 | Kemper High Yield Fund
<PAGE>
The Fund's Main Strategy
The fund invests mainly in lower rated, higher yielding
corporate bonds, often called junk bonds. Generally, most
are from U.S. issuers, but up to 25% of total assets could
be in bonds from foreign issuers.
In deciding which securities to buy and sell to achieve
income and capital appreciation, the portfolio managers
analyze securities to determine which appear to offer
reasonable risk compared to their potential return. To do
this, they rely on extensive independent analysis, favoring
the bonds of companies whose credit is gaining strength or
whom they believe are unlikely to default.
Based on their analysis of economic and market trends, the
managers may favor bonds from different segments of the
economy at different times, while still maintaining variety
in terms of the types of bonds, companies and industries
represented. For example, the managers typically favor
subordinated debt (which has higher risks and may pay
higher returns), but may emphasize senior debt if they
expect an economic slowdown.
The managers may adjust the duration (a measure of
sensitivity to interest rate movements) of the fund's
portfolio, depending on their outlook for interest rates.
--------------------------------------------------------------------------------
[LOGO] CREDIT QUALITY POLICIES
This fund normally invests at least 65% of total assets in junk bonds, which are
those below the fourth credit grade (i.e., grade BB/Ba and below).
Compared to investment-grade bonds, junk bonds may pay higher yields and have
higher volatility and higher risk of default on payments.
3 | Kemper High Yield Fund
<PAGE>
The Main Risks Of Investing In The Fund
There are several risk factors that could reduce the yield
you get from the fund, cause you to lose money or make the
fund perform less well than other investments.
For this fund, one of the main factors is the economy.
Because the companies that issue high yield bonds may be in
uncertain financial health, the prices of their bonds can
be more vulnerable to bad economic news or even the
expectation of bad news, than investment-grade bonds. This
may affect a company, an industry or the high yield market
as a whole. In some cases, bonds may decline in credit
quality or go into default. This risk is higher with
foreign bonds.
Another factor is market interest rates. A rise in interest
rates generally means a fall in bond prices -- and, in
turn, a fall in the value of your investment. An increase
in the portfolio's duration could make the fund more
sensitive to this risk.
Because the economy has a strong impact on corporate bond
performance, the fund will tend to perform less well than
other types of bond funds when the economy is weak. To the
extent that the fund emphasizes bonds from any given
industry, it could be hurt if that industry does not do
well.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of
economic trends, issuers, industries or other matters
o some bonds could be paid off earlier than expected,
which could hurt the fund's performance
o currency fluctuations could cause foreign investments
to lose value
o at times, it could be hard to value some investments
or to get an attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
Investors who seek high current income and can accept risk of loss of principal
may be interested in this fund.
4 | Kemper High Yield Fund
<PAGE>
--------------------------------------------------------------------------------
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
1990 -12.98
1991 46.84
1992 17.08
1993 20.29
1994 -1.72
1995 17.46
1996 13.49
1997 11.51
1998 1.28
1999 0
Best quarter: ____%, Q_ 19__ YTD return as of 9/30/2000: ___%
Worst quarter: ____%, Q_ 19__
--------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/199_)
--------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 1/26/78
12/31/98 12/31/94 Life of 12/31/89 Life of
1 Year 5 Years Class B/C 10 Years Class A
--------------------------------------------------------------------------------
Class A % % -- % %
--------------------------------------------------------------------------------
Class B -- % -- --
--------------------------------------------------------------------------------
Class C -- -- --
--------------------------------------------------------------------------------
Index N/A*
--------------------------------------------------------------------------------
Index: Salomon Brothers Long-Term High Yield Bond Index, which measures the
total return of high yield bonds with a par value of $50 million or higher and a
remaining maturity of ten years or longer.
--------------------------------------------------------------------------------
* The Index was not in existence on the Class A Shares' inception date.
The table includes the effect of maximum sales loads.
5 | Kemper High Yield Fund
<PAGE>
--------------------------------------------------------------------------------
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
--------------------------------------------------------------------------------
Fee Table Class A Class B Class C
--------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases
(as % of offering price) 4.50% None None
--------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge
(Load) (as % of redemption proceeds) None* 4.00% 1.00%
--------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
--------------------------------------------------------------------------------
Management Fee % --% --%
--------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
--------------------------------------------------------------------------------
Other Expenses** -- -- --
--------------------------------------------------------------------------------
Total Annual Operating Expenses -- -- --
--------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge of
1.00% if redeemed within one year of purchase and 0.50% if redeemed during
the second year following purchase.]
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and blue
sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
--------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
Expenses, assuming you kept your shares
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
6 | Kemper High Yield Fund
<PAGE>
--------------------------------------------------------------------------------
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was --% of its average daily net assets.
--------------------------------------------------------------------------------
[ICON] FUND MANAGERS
Below are the people who handle the fund's day-to-day management:
Harry E. Resis, Jr. Daniel J. Doyle
Lead Portfolio Manager o Began investment career
o Began investment career in 1984
in 1968 o Joined the advisor in
o Joined the advisor in 1986
1988 o Joined the fund team
o Joined the fund team in 1999
in 1992
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
7 | Kemper High Yield Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KHIAX B) KHIBX C) KHICX
Kemper
High Yield Fund II
--------------------------------------------------------------------------------
FUND GOAL The fund seeks the highest level of current income obtainable
from a professionally managed, diversified portfolio of fixed income
securities that the fund's investment manager considers consistent with
reasonable risk. As a secondary objective, the fund will seek capital
gain where consistent with its primary objective.
8 | Kemper High Yield Fund II
<PAGE>
--------------------------------------------------------------------------------
The Fund's Main Strategy
The fund invests mainly in lower rated, higher yielding
corporate bonds, often called junk bonds. Generally, most
are from U.S. issuers, but up to 25% of total assets could
be in bonds from foreign issuers.
In deciding which securities to buy and sell to achieve
income and capital appreciation, the portfolio managers
analyze securities to determine which appear to offer
reasonable risk compared to their potential return. To do
this, they rely on extensive independent analysis, favoring
the bonds of companies whose credit is gaining strength or
whom they believe are unlikely to default.
Based on their analysis of economic and market trends, the
managers may favor bonds from different segments of the
economy at different times, while still maintaining variety
in terms of the types of bonds, companies and industries
represented. For example, the managers typically favor
subordinated debt (which has higher risks and may pay
higher returns), but may emphasize senior debt if they
expect an economic slowdown.
The managers may adjust the duration (a measure of
sensitivity to interest rate movements) of the fund's
portfolio, depending on their outlook for interest rates.
--------------------------------------------------------------------------------
[ICON] CREDIT QUALITY POLICIES
This fund normally invests at least 65% of total assets in junk bonds, which are
those below the fourth credit grade (i.e., grade BB/Ba and below).
Compared to investment-grade bonds, junk bonds may pay higher yields and have
higher volatility and higher risk of default on payments.
9 | Kemper High Yield Fund II
<PAGE>
--------------------------------------------------------------------------------
The Main Risks Of Investing In The Fund
There are several risk factors that could reduce the yield
you get from the fund, cause you to lose money or make the
fund perform less well than other investments.
For this fund, one of the main factors is the economy.
Because the companies that issue high yield bonds may be in
uncertain financial health, the prices of their bonds can
be more vulnerable to bad economic news or even the
expectation of bad news, than investment-grade bonds. This
may affect a company, an industry or the high yield market
as a whole. In some cases, bonds may decline in credit
quality or go into default. This risk is higher with
foreign bonds.
Another factor is market interest rates. A rise in interest
rates generally means a fall in bond prices -- and, in
turn, a fall in the value of your investment. An increase
in the portfolio's duration could make the fund more
sensitive to this risk.
Because the economy has a strong impact on corporate bond
performance, the fund will tend to perform less well than
other types of bond funds when the economy is weak. To the
extent that the fund emphasizes bonds from any given
industry, it could be hurt if that industry does not do
well.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of
economic trends, issuers, industries or other matters
o some bonds could be paid off earlier than expected,
which could hurt the fund's performance
o currency fluctuations could cause foreign investments
to lose value
o at times, it could be hard to value some investments
or to get an attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
Investors who seek high current income and can accept risk of loss of principal
may be interested in this fund.
10 | Kemper High Yield Fund II
<PAGE>
--------------------------------------------------------------------------------
Performance
Because this is a new fund, it did not have a full calendar year of performance
to report as of the date of this prospectus.
11 | Kemper High Yield Fund II
<PAGE>
--------------------------------------------------------------------------------
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
--------------------------------------------------------------------------------
Fee Table Class A Class B Class C
--------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 4.50% None None
--------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceeds) None* 4.00% 1.00%
--------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
--------------------------------------------------------------------------------
Management Fee % % %
--------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
--------------------------------------------------------------------------------
Other Expenses**
--------------------------------------------------------------------------------
Total Annual Operating Expenses
--------------------------------------------------------------------------------
Expense Reimbursement
--------------------------------------------------------------------------------
Net Annual Operating Expenses***
--------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge of
1.00% if redeemed within one year of purchase and 0.50% if redeemed during
the second year following purchase.]
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and blue
sky fees.
*** By contract, total operating expenses are capped at ___%, ___% and ___%
through 1/--/2001for Class A, B and C shares, respectively.
Based on the figures above (including one year of capped expenses in each
period), this example is designed to help you compare the expenses of each share
class to those of other funds. The example assumes operating expenses remain the
same and that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.
--------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
Expenses, assuming you kept your shares
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
12 | Kemper High Yield Fund II
<PAGE>
--------------------------------------------------------------------------------
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was __%* of its average daily net assets.
* Reflecting the effect of expense limitations and/or fee waivers then in
effect.
--------------------------------------------------------------------------------
[ICON] FUND MANAGERS
Below are the people who handle the fund's day-to-day
management:
Harry E. Resis, Jr. Daniel J. Doyle
Lead Portfolio Manager o Began investment career
o Began investment career in 1984
in 1968 o Joined the advisor
o Joined the advisor in 1986
in 1988 o Joined the fund team
o Joined the fund team in 1998
in 1998
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
13 | Kemper High Yield Fund II
<PAGE>
TICKER SYMBOLS CLASS: A) KYOAX B) KYOBX C) KYOCX
Kemper
High Yield
Opportunity Fund
--------------------------------------------------------------------------------
FUND GOAL The fund seeks total return through high current income and
capital appreciation.
14 | Kemper High Yield Opportunity Fund
<PAGE>
--------------------------------------------------------------------------------
The Fund's Main Strategy
The fund invests mainly in lower rated, higher yielding
corporate bonds, often called junk bonds. Generally, most
are from U.S. issuers, but up to 25% of total assets could
be in bonds of foreign issuers. To enhance total return,
the fund may invest up to 20% of total assets in common
stocks and other equities, including preferred stocks,
convertible securities and real estate investment trusts
(REITs).
In deciding which securities to buy and sell, the portfolio
managers rely on extensive independent analysis, favoring
the bonds of companies whose credit is gaining strength or
whom they believe are unlikely to default. The managers
also seek to take advantage of special opportunities by
investing in stocks of high-yield issuers, including
initial public offerings of stock (IPOs).
Based on their analysis of economic and market trends, the
managers may favor bonds from different segments of the
economy at different times, while still maintaining variety
in terms of the companies and industries represented. For
example, the managers typically favor subordinated debt
(which has higher risks and may pay higher returns), but
may emphasize senior debt if the managers expect an
economic slowdown.
The managers may adjust the duration (a measure of
sensitivity to interest rate movements) of the fund's
portfolio, depending on their outlook for interest rates.
--------------------------------------------------------------------------------
[ICON] CREDIT QUALITY POLICIES
This fund normally invests primarily in junk bonds, which are those below the
fourth credit grade (i.e., grade BB/Ba and below). Compared to investment-grade
bonds, junk bonds may pay higher yields and have higher volatility and higher
risk of default on payments.
15 | Kemper High Yield Opportunity Fund
<PAGE>
--------------------------------------------------------------------------------
The Main Risks Of Investing In The Fund
There are several risk factors that could reduce the yield
you get from the fund, cause you to lose money or make the
fund perform less well than other investments.
For this fund, one of the main factors is the economy.
Because the companies that issue high yield bonds may be in
uncertain financial health, the prices of their bonds (and
stocks) can be more vulnerable to bad economic news, or
even the expectation of bad news, than investment-grade
bonds. This may affect a company, an industry or the high
yield market as a whole. In some cases, bonds may decline
in credit quality or go into default. This risk is higher
with foreign bonds.
Another factor is market interest rates. A rise in interest
rates generally means a fall in bond prices -- and, in
turn, a fall in the value of your investment. An increase
in the portfolio's duration could make the fund more
sensitive to this risk.
Because the economy affects corporate bond performance, the
fund will tend to perform less well than other types of
bond funds when the economy is weak. Also, to the extent
that the fund emphasizes bonds from any given industry, it
could be hurt if that industry does not do well.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of
economic trends, issuers, industries or other matters
o some bonds could be paid off earlier than expected,
which could hurt the fund's performance
o currency fluctuations could cause foreign investments
to lose value
o at times, it could be hard to value some investments
or to get an attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
Investors who seek high current income and can accept risk of loss of principal
may be interested in this fund.
16 | Kemper High Yield Opportunity Fund
<PAGE>
--------------------------------------------------------------------------------
Performance
The bar chart shows the total returns for the fund's Class A shares have varied
from year to year, which may give some idea of risk. The chart doesn't reflect
sales loads; if it did, returns would be lower. The table shows how the fund's
returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
--------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
--------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
1990
1991
1992
1993
1994
1995
1996
1997
1998 2.78
1999
Best quarter: ____%, Q_ 19__ YTD return as of 9/30/2000: ___%
Worst quarter: ____%, Q_ 19__
--------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1999)
--------------------------------------------------------------------------------
Since 12/31/98 Since 10/1/97
1 Year Life of Fund
--------------------------------------------------------------------------------
Class A % %
--------------------------------------------------------------------------------
Class B
--------------------------------------------------------------------------------
Class C
--------------------------------------------------------------------------------
Index
--------------------------------------------------------------------------------
Index: Salomon Brothers Long-Term High Yield Bond Index, which measures the
total return of high yield bonds with a par value of $50 million or higher and a
remaining maturity of ten years or longer.
--------------------------------------------------------------------------------
The table includes the effect of maximum sales loads.
17 | Kemper High Yield Opportunity Fund
<PAGE>
--------------------------------------------------------------------------------
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
--------------------------------------------------------------------------------
Fee Table Class A Class B Class C
--------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 4.50% None None
--------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceeds) None* 4.00% 1.00%
--------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
--------------------------------------------------------------------------------
Management Fee % % %
--------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
--------------------------------------------------------------------------------
Other Expenses*
--------------------------------------------------------------------------------
Total Annual Operating Expenses
--------------------------------------------------------------------------------
* Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and blue
sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
--------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
Expenses, assuming you kept your shares
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
18 | Kemper High Yield Opportunity Fund
<PAGE>
--------------------------------------------------------------------------------
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was __% of its average daily net assets.
--------------------------------------------------------------------------------
[ICON] FUND MANAGERS
Below are the people who handle the fund's day-to-day
management:
Harry E. Resis, Jr. Daniel J. Doyle
Lead Portfolio Manager o Began investment career
o Began investment career in 1984
in 1968 o Joined the advisor
o Joined the advisor in 1986
in 1988 o Joined the fund team
o Joined the fund team in 1997
in 1997
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
19 | Kemper High Yield Opportunity Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KICAX B) KICBX C) KICCX
Kemper
Income And Capital
Preservation Fund
--------------------------------------------------------------------------------
FUND GOAL The fund seeks as high a level of current
income as is consistent with reasonable risk, preservation
of capital and ready marketability of its portfolio by
investing primarily in a diversified portfolio of
investment-grade debt securities.
20 | Kemper Income and Capital Preservation Fund
<PAGE>
--------------------------------------------------------------------------------
The Fund's Main Strategy
The fund can buy many types of income-producing securities,
among them corporate bonds, U.S. government and agency
bonds and mortgage- and asset-backed securities. Generally,
most are from U.S. issuers, but up to 25% of total assets
could be in bonds from foreign issuers.
In deciding which securities to buy and sell, the portfolio
manager uses independent analysis to look for bonds of
companies whose fundamental business prospects and cash
flows are expected to improve. The manager also considers
valuation, preferring those bonds that appear attractively
priced in comparison to similar issues.
Based on the analysis of economic and market trends, the
manager may favor bonds from different segments of the
economy at different times, while still maintaining variety
in terms of the companies and industries represented.
Although the manager may adjust the duration (a measure of
sensitivity to interest rate movements) of the fund's
portfolio, he generally intends to keep it between four and
six years.
--------------------------------------------------------------------------------
[ICON] CREDIT QUALITY POLICIES
This fund normally invests at least 80% of total assets in bonds of the top four
grades of credit quality. The fund could invest up to 20 percent of total assets
in junk bonds (i.e., grade BB/Ba and below). Compared to investment-grade bonds,
junk bonds may pay higher yields and have higher volatility and higher risk of
default on payments of interest or principal.
21 | Kemper Income and Capital Preservation Fund
<PAGE>
--------------------------------------------------------------------------------
The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you
get from the fund, cause you to lose money or make the fund
perform less well than other investments.
As with most bond funds, the most important factor is
market interest rates. A rise in interest rates generally
means a fall in bond prices -- and, in turn, a fall in the
value of your investment. Changes in interest rates will
also affect the fund's yield: when rates fall, fund yield
tends to fall as well.
Because the economy affects corporate bond performance, the
fund will tend to perform less well than other types of
bond funds when the economy is weak. Also, to the extent
that the fund emphasizes bonds from any given industry, it
could be hurt if that industry does not do well.
Other factors that could affect performance include:
o the manager could be wrong in the analysis of
economic trends, issuers, industries or other matters
o a bond could decline in credit quality or go into
default; this risk is greater with lower rated bonds
o some bonds could be paid off earlier than expected,
which could hurt the fund's performance
o currency fluctuations could cause foreign investments
to lose value
o at times, it could be hard to value some investments
or to get an attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
This fund may appeal to investors who want exposure to the intermediate-term
corporate bond market through a diversified portfolio that emphasizes capital
preservation.
22 | Kemper Income and Capital Preservation Fund
<PAGE>
--------------------------------------------------------------------------------
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
1990 6.48
1991 17.91
1992 7.85
1993 11.71
1994 -3.38
1995 21.35
1996 2.02
1997 8.62
1998 7.90
1999 0
Best quarter: ____%, Q_ 19__ YTD return as of 9/30/2000: ___%
Worst quarter: ____%, Q_ 19__
--------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1999)
--------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 4/15/74
12/31/98 12/31/94 Life of 12/31/89 Life of
1 Year 5 Years Class B/C 10 Years Class A
--------------------------------------------------------------------------------
Class A % % -- % %
--------------------------------------------------------------------------------
Class B -- % -- --
--------------------------------------------------------------------------------
Class C -- -- --
--------------------------------------------------------------------------------
Index -- -- -- -- N/A*
--------------------------------------------------------------------------------
Index: Lehman Brothers Aggregate Bond Index, an unmanaged index generally
representative of intermediate-term government bonds, investment-grade corporate
debt securities and mortgage-backed securities.
--------------------------------------------------------------------------------
* The Index was not in existence on the Class A Shares' inception date.
The table includes the effect of maximum sales loads.
23 | Kemper Income and Capital Preservation Fund
<PAGE>
--------------------------------------------------------------------------------
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
--------------------------------------------------------------------------------
Fee Table Class A Class B Class C
--------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 4.50% None None
--------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load)
(as % of redemption proceeds) None* 4.00% 1.00%
--------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
--------------------------------------------------------------------------------
Management Fee % % %
--------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
--------------------------------------------------------------------------------
Other Expenses**
--------------------------------------------------------------------------------
Total Annual Operating Expenses
--------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge of
1.00% if redeemed within one year of purchase and 0.50% if redeemed during
the second year following purchase.
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and blue
sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
--------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
Expenses, assuming you kept your shares
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
24 | Kemper Income and Capital Preservation Fund
<PAGE>
--------------------------------------------------------------------------------
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach to asset management. Scudder Kemper's team
is comprised of investment professionals, economists, research analysts, traders
and other investment specialists, located in offices across the United States
and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was __% of its average daily net assets.
--------------------------------------------------------------------------------
[ICON] FUND MANAGER
Robert S. Cessine handles the fund's day-to-day management.
He began his investment career in 1982, joined the advisor
in 1993 and joined the fund in 1994.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
25 | Kemper Income and Capital Preservation Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KSGAX B) KSGBX C) KSGCX
Kemper
Short-Term
U.S. Government Fund
FUND GOAL The fund seeks high current income and preservation
of capital.
26 | Kemper Short-Term U.S. Government Fund
<PAGE>
--------------------------------------------------------------------------------
The Fund's Main Strategy
The fund invests mainly in U.S. government securities with
an emphasis on mortgage-backed securities. Other securities
in which the fund may invest include other mortgage-backed
securities such as Ginnie Maes, U.S. Treasuries and other
securities issued by the U.S. government, its agencies or
instrumentalities. The fund may also invest in corporate
bonds, including asset-backed securities.
In deciding which types of government bonds to buy and
sell, the portfolio managers first consider the relative
attractiveness of Treasuries compared to other U.S.
government and agency securities and determine allocations
for each. Their decisions are generally based on a number
of factors, including interest rate outlooks and changes in
supply and demand within the bond market.
In choosing corporate bonds, the managers use independent
analysis to look for established companies with histories
of dependable dividend payments and stable or growing
prices.
Although the managers may adjust the fund's dollar-weighted
average maturity (the effective maturity of the fund's
portfolio), they generally intend to keep it below three
years.
--------------------------------------------------------------------------------
[ICON] CREDIT QUALITY POLICIES
This fund normally invests at least 65% of total assets in securities issued by
the U.S. Government, its agencies or instrumentalities.
The fund could invest up to 35% of total assets in non-U.S. government
investment-grade bonds, and 10% of total assets in junk bonds (i.e., grade BB/Ba
and below).
27 | Kemper Short-Term U.S. Government Fund
<PAGE>
--------------------------------------------------------------------------------
The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you get
from the fund, cause you to lose money or make the fund
perform less well than other investments.
As with most bond funds, one of the most important factors is
market interest rates. A rise in interest rates generally
means a fall in bond prices -- and, in turn, a fall in the
value of your investment. The fund's relatively short maturity
should reduce the effect of this risk, but won't eliminate it.
Changes in interest rates will also affect the fund's yield:
when rates fall, fund yield tends to fall as well.
Some securities issued by U.S. government agencies or
instrumentalities are supported only by the credit of that
agency or instrumentality, while other securities have an
additional line of credit with the U.S. Treasury. There is no
guarantee that the U.S. government will provide support to
such agencies or instrumentalities and such securities may
involve risk of loss of principal and interest. The full faith
and credit guarantee of the U.S. government doesn't protect
the fund against market-driven declines in the prices or
yields of these securities, nor does it apply to shares of the
fund itself.
Mortgage- and asset-backed securities carry additional risks
and may be more volatile than many other types of debt
securities. Any unexpected behavior in interest rates could
hurt the performance of these securities. For example, a large
fall in interest rates could cause these securities to be paid
off earlier than expected, forcing the fund to reinvest the
money at a lower rate. In addition, if interest rates rise or
stay high, these securities could be paid off later than
expected, forcing the fund to endure low yields. The result
for the fund could be an increase in the volatility of its
share price and yield.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of
economic trends, issuers, industries or other matters
o a bond could decline in credit quality or go into
default; this risk is greater with junk and foreign
bonds
o at times, it could be hard to value some investments
or to get an attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
This fund may make sense for investors seeking higher income than a money fund
and can accept some fluctuations in the value of their principal.
28 | Kemper Short-Term U.S. Government Fund
<PAGE>
--------------------------------------------------------------------------------
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has two broad-based market indices (which, unlike the
fund, have no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
--------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
--------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
1990 7.19
1991 13.46
1992 6.06
1993 4.91
1994 -0.44
1995 8.51
1996 4.73
1997 5.98
1998 2.96
1999 0
Best quarter: ____%, Q_ 19__ YTD return as of 9/30/2000: ___%
Worst quarter: ____%, Q_ 19__
--------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1999)
--------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 9/1/87
12/31/98 12/31/94 Life of 12/31/89 Life of
1 Year 5 Years Class B/C 10 Years Class A
--------------------------------------------------------------------------------
Class A % % -- % %
--------------------------------------------------------------------------------
Class B -- % -- --
--------------------------------------------------------------------------------
Class C -- -- --
--------------------------------------------------------------------------------
Index 1
--------------------------------------------------------------------------------
Index 2
--------------------------------------------------------------------------------
Index 1: Salomon Brothers 6-month T-Bill Index, an unmanaged index based on the
average monthly yield of a 6-month Treasury Bill.
Index 2: Lehman Brothers 1-3 Year Government Bond Index, includes U.S.
Government securities, U.S. Treasuries or agencies with maturities of 1 to 3
years.
The table includes the effects of maximum sales loads. Total returns for 1989
through 1994 would have been lower if operating expenses hadn't been maintained.
29 | Kemper Short-Term U.S. Government Fund
<PAGE>
--------------------------------------------------------------------------------
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
--------------------------------------------------------------------------------
Fee Table Class A Class B Class C
--------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 2.75% None None
--------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load) None* % %
(as % of redemption proceeds)
--------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
--------------------------------------------------------------------------------
Management Fee % % %
--------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
--------------------------------------------------------------------------------
Other Expenses**
--------------------------------------------------------------------------------
Total Annual Operating Expenses
--------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge of
1.00% if redeemed within one year of purchase and 0.50% if redeemed during
the second year following purchase.
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and blue
sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
--------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
Expenses, assuming you kept your shares
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
30 | Kemper Short-Term U.S. Government Fund
<PAGE>
--------------------------------------------------------------------------------
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was ____% of its average daily net assets.
--------------------------------------------------------------------------------
[ICON] FUND MANAGERS
Below are the people who handle the fund's day-to-day
management:
Richard L. Vandenberg John E. Dugenske
Lead Portfolio Manager o Began investment career
o Began investment career in 1990
in 1973 o Joined the advisor in
o Joined the advisor in 1998
1996 o Joined the fund team
o Joined the fund team in in 1998
1996
Scott E. Dolan
o Began investment career
in 1989
o Joined the advisor in
1989
o Joined the fund team
in 1998
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
31 | Kemper Short-Term U.S. Government Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KUSAX B) KUSBX C) KUSCX
Kemper
U.S. Government
Securities Fund
--------------------------------------------------------------------------------
FUND GOAL The fund seeks high current income, liquidity and
security of principal.
32 | Kemper U.S. Governement Securities Fund
<PAGE>
--------------------------------------------------------------------------------
The Fund's Main Strategy
The fund invests principally in U.S. government
securities of any maturity, focusing on Ginnie Maes.
The fund may invest in other mortgage-backed
securities and other U.S. government securities
including U.S. Treasuries and other securities issued
by the U.S. government, its agencies or
instrumentalities.
In deciding which types of securities to buy and sell, the
portfolio managers first consider the relative
attractiveness of Treasuries compared to other U.S.
government and agency securities and determine allocations
for each. Their decisions are generally based on a number
of factors, including interest rate outlooks and changes in
supply and demand within the bond market.
In choosing individual bonds, the managers review each
bond's fundamentals, compare the yields of shorter maturity
bonds to those of longer maturity bonds and use technical
analysis to project prepayment rates and other factors that
could affect a bond's attractiveness.
The managers may adjust the duration (a measure of
sensitivity to interest rate movements) of the fund's
portfolio, depending on their outlook for interest rates.
--------------------------------------------------------------------------------
[ICON] CREDIT QUALITY POLICIES
This fund normally invests all of its assets in securities issued by the U.S.
government, its agencies or instrumentalities. These securities are generally
considered to be among the very highest quality securities.
33 | Kemper U.S. Government Fund
<PAGE>
--------------------------------------------------------------------------------
[ICON] The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you
get from the fund, cause you to lose money or make the fund
perform less well than other investments.
As with most bond funds, one of the most important factors
is market interest rates. A rise in interest rates
generally means a fall in bond prices -- and, in turn, a
fall in the value of your investment. An increase in the
portfolio's duration could make the fund more sensitive to
this risk.
Because the economy has a strong impact on corporate bond
performance, the fund will tend to perform less well than
other types of bond funds when the economy is weak. To the
extent that the fund emphasizes bonds from any given
industry, it could be hurt if that industry does not do
well.
Mortgage-backed securities carry additional risks and may
be more volatile than many other types of debt securities.
Any unexpected behavior in interest rates could hurt the
performance of these securities. For example, a large fall
in interest rates could cause these securities to be paid
off earlier than expected, forcing the fund to reinvest the
money at a lower rate. In addition, if interest rates rise
or stay high, these securities could be paid off later than
expected, forcing the fund to endure low yields. The result
for the fund could be an increase in the volatility of its
share price and yield.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of
economic trends, issuers, industries or other matters
o at times, it could be hard to value some investments
or to get an attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
This fund may appeal to investors who want a fund that searches for attractive
yields generated by U.S. government securities.
34 | Kemper U.S. Government Securities Fund
<PAGE>
--------------------------------------------------------------------------------
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
--------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
--------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
1990 9.68
1991 17.25
1992 4.61
1993 6.31
1994 -3.06
1995 18.37
1996 2.83
1997 9.03
1998 7.03
1999 0
Best quarter: ____%, Q_ 19__ YTD return as of 9/30/2000: ___%
Worst quarter: ____%, Q_ 19__
--------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1999)
--------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 10/1/79
12/31/98 12/31/94 Life of 12/31/89 Life of
1 Year 5 Years Class B/C 10 Years Class A
--------------------------------------------------------------------------------
Class A % % -- % %
--------------------------------------------------------------------------------
Class B -- % -- --
--------------------------------------------------------------------------------
Class C -- -- --
--------------------------------------------------------------------------------
Index
--------------------------------------------------------------------------------
Index: Salomon Brothers 30-Year GNMA Index, an unmanaged index that measures the
total return of GNMA 30-year pass throughs of single family and graduated
payment mortgages.
--------------------------------------------------------------------------------
* The Index was not in existence on the Class A Shares' inception date.
The table includes the effect of maximum sales loads.
35 | Kemper U.S. Government Securities Fund
<PAGE>
--------------------------------------------------------------------------------
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
--------------------------------------------------------------------------------
Fee Table Class A Class B Class C
--------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases
(as % of offering price) 4.50% None None
--------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge None* 4.00% 1.00%
(Load) (as % of redemption proceeds)
--------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
--------------------------------------------------------------------------------
Management Fee % % %
--------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
--------------------------------------------------------------------------------
Other Expenses**
--------------------------------------------------------------------------------
Total Annual Operating Expenses
--------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge of
1.00% if redeemed within one year of purchase and 0.50% if redeemed during
the second year following purchase.]
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and blue
sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
--------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
Expenses, assuming you kept your shares
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
36 | Kemper U.S. Government Securities Fund
<PAGE>
--------------------------------------------------------------------------------
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was ____% of its average daily net assets.
--------------------------------------------------------------------------------
[ICON] FUND MANAGERS
Below are the people who handle the fund's day-to-day
management:
Richard L. Vandenberg John E. Dugenske
Lead Portfolio Manager o Began investment career
o Began investment career in 1990
in 1973 o Joined the advisor
o Joined the advisor in 1998
in 1996 o Joined the fund team
o Joined the fund team in 1998
in 1996
Scott E. Dolan
o Began investment career
in 1989
o Joined the advisor
in 1989
o Joined the fund team
in 1998
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
37 | Kemper U.S. Government Securities Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KSTAX B) KSTBX C) KSTCX
Kemper
Strategic Income Fund
--------------------------------------------------------------------------------
FUND GOAL The fund seeks a high current return.
38 | Kemper Strategic Income Fund
<PAGE>
--------------------------------------------------------------------------------
The Fund's Main Strategy
The fund invests mainly in bonds issued by U.S. and foreign
corporations and governments. The fund may invest up to 50%
of total assets in foreign bonds. The fund may also invest
in emerging markets securities.
In deciding which types of securities to buy and sell, the
portfolio managers evaluate each major type of security the
fund invests in -- U.S. junk bonds, investment-grade
corporate bonds, emerging markets securities, foreign
government bonds and U.S. government and agency securities.
The managers typically consider a number of factors,
including the relative attractiveness of different types of
securities, the potential impact of interest rate
movements, the outlook for various types of foreign bonds
(including currency considerations) and the relative yields
and risks of bonds of various maturities.
The managers may shift the proportions of the fund's
holdings, favoring different types of securities at
different times, while still maintaining variety in terms
of the companies and industries represented.
The managers may adjust the duration (a measure of
sensitivity to interest rate movements) of the fund's
portfolio, depending on their outlook for interest rates.
--------------------------------------------------------------------------------
[ICON] CREDIT QUALITY POLICIES
The credit quality of the fund's investments may vary; the fund may invest up to
100% of total assets in either investment-grade bonds or in junk bonds, which
are those below the fourth credit grade (i.e., grade BB/Ba and below). Compared
to investment-grade bonds, junk bonds may pay higher yields and have higher
volatility and higher risk of default on payments of interest or principal.
39 | Kemper Strategic Income Fund
<PAGE>
--------------------------------------------------------------------------------
The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you
get from the fund, cause you to lose money, or make the
fund perform less well than other investments.
For this fund, the main risk factor will vary depending on
the fund's weighting of various types of securities. To the
extent that it invests in junk bonds, one of the main risk
factors is the economy. Because the companies that issue
high yield bonds may be in uncertain financial health, the
prices of their bonds can be more vulnerable to bad
economic news or even the expectation of bad news, than
investment-grade bonds. In some cases, bonds may decline in
credit quality or go into default. Also, negative corporate
news may have a significant impact on individual bond
prices.
To the extent that the fund invests in higher quality
bonds, a major factor is market interest rates. A rise in
interest rates generally means a fall in bond prices --
and, in turn, a fall in the value of your investment. An
increase in the portfolio's duration could make the fund
more sensitive to this risk.
Foreign securities tend to be more volatile than their U.S.
counterparts, for reasons ranging from political and
economic uncertainties to a higher risk that essential
information may be incomplete or wrong. To the extent the
fund emphasizes emerging markets where these risks are
greater, it takes on greater risk.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of
economic trends, issuers, industries or other matters
o currency fluctuations could cause foreign investments
to lose value
o some bonds could be paid off earlier than expected,
which could hurt the fund's performance
o at times, it could be hard to value some investments
or to get an attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
Investors looking for a bond fund that emphasizes different types of bonds
depending on market and economic outlooks may want to invest in this fund.
40 | Kemper Strategic Income Fund
<PAGE>
--------------------------------------------------------------------------------
Performance
The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class A Shares
------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
1990 -12.60
1991 51.69
1992 17.80
1993 20.88
1994 -3.83
1995 19.67
1996 8.58
1997 8.25
1998 3.79
1999 0
Best quarter: ____%, Q_ 19__ YTD return as of 9/30/2000: ___%
Worst quarter: ____%, Q_ 19__
--------------------------------------------------------------------------------
Average Annual Total Returns (as of 12/31/1999)
--------------------------------------------------------------------------------
Since Since
Since Since 5/31/94 Since 6/23/77
12/31/98 12/31/94 Life of 12/31/89 Life of
1 Year 5 Years Class B/C 10 Years Class A
--------------------------------------------------------------------------------
Class A % % -- % %
--------------------------------------------------------------------------------
Class B -- % -- --
--------------------------------------------------------------------------------
Class C -- -- --
--------------------------------------------------------------------------------
Index
--------------------------------------------------------------------------------
Index: Lehman Brothers Government/Corporate Bond Index, an unmanaged index
comprised of intermediate and long-term government and investment-grade
corporate debt securities.
--------------------------------------------------------------------------------
* Index return for the life of Class A is as of 6/30/77.
The table includes the effect of maximum sales loads.
41 | Kemper Strategic Income Fund
<PAGE>
--------------------------------------------------------------------------------
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
--------------------------------------------------------------------------------
Fee Table Class A Class B Class C
--------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases
(as % of offering price) 4.50% None None
--------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge None* 4.00% 1.00%
(Load) (as % of redemption proceeds)
--------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
--------------------------------------------------------------------------------
Management Fee % % %
--------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
--------------------------------------------------------------------------------
Other Expenses**
--------------------------------------------------------------------------------
Total Annual Operating Expenses
--------------------------------------------------------------------------------
* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies
about transactions") may be subject to a contingent deferred sales charge of
1.00% if redeemed within one year of purchase and 0.50% if redeemed during
the second year following purchase.]
** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and blue
sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
--------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
--------------------------------------------------------------------------------
Class A shares $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
Expenses, assuming you kept your shares
--------------------------------------------------------------------------------
Class A shares $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
42 | Kemper Strategic Income Fund
<PAGE>
--------------------------------------------------------------------------------
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was __% of its average daily net assets.
--------------------------------------------------------------------------------
FUND MANAGERS
Below are the people who handle the fund's day-to-day
management:
J. Patrick Beimford M. Isabel Saltzman
Lead Portfolio Manager o Began investment career
o Began investment career in 1981
in 1976 o Joined the advisor
o Joined the advisor in 1990
in 1976 o Joined the fund team
o Joined the fund team in 1999
in 1996
Richard L. Vandenberg
Robert S. Cessine o Began investment career
o Began investment career in 1973
in 1982 o Joined the advisor
o Joined the advisor in 1996
in 1993 o Joined the fund team
o Joined the fund team in 1999
in 1994
Daniel J. Doyle
o Began investment career
in 1984
o Joined the advisor
in 1986
o Joined the fund team
in 1999
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
43 | Kemper Strategic Income Fund
<PAGE>
TICKER SYMBOLS CLASS: A) KUMAX B) KUMBX C) KUMCX
Kemper
U.S. Mortgage Fund
--------------------------------------------------------------------------------
FUND GOAL The fund seeks to provide maximum current return
from U.S. government securities.
44 | Kemper U.S. Mortgage Fund
<PAGE>
--------------------------------------------------------------------------------
The Fund's Main Strategy
The fund invests primarily in U.S. government securities,
mainly mortgage-backed securities issued by U.S. government
agencies. These include securities issued by Ginnie Mae,
Fannie Mae and Freddie Mac. The fund can also invest in
U.S. Treasury securities.
In deciding which types of securities to buy and sell, the
portfolio managers first consider the relative
attractiveness of mortgage-backed securities compared to
U.S. Treasuries and decide on allocations for each. Their
decisions are generally based on a number of factors,
including changes in supply and demand within the bond
market.
In choosing individual bonds, the managers review each
bond's fundamentals, compare the yields of shorter maturity
bonds to those of longer maturity bonds and use technical
analysis to project prepayment rates and other factors that
could affect a bond's attractiveness.
The managers may adjust the duration (a measure of
sensitivity to interest rate movements) of the fund's
portfolio, depending on their outlook for interest rates.
--------------------------------------------------------------------------------
[ICON] CREDIT QUALITY POLICIES
This fund normally invests at least 65% of total assets in mortgage-backed
securities issued by the U.S. government, its agencies or instrumentalities.
These securities are generally considered to be among the very highest quality
securities.
45 | Kemper U.S. Mortgage Fund
<PAGE>
--------------------------------------------------------------------------------
The Main Risks Of Investing In The Fund
There are several factors that could reduce the yield you
get from the fund, cause you to lose money or make the fund
perform less well than other investments.
As with most bond funds, one of the most important factors
is market interest rates. A rise in interest rates
generally means a fall in bond prices -- and, in turn, a
fall in the value of your investment. An increase in the
portfolio's duration could make the fund more sensitive to
this risk.
Some securities issued by U.S. government agencies or
instrumentalities are supported only by the credit of that
agency or instrumentality, while other securities have an
additional line of credit with the U.S. Treasury. There is
no guarantee that the U.S. government will provide support
to such agencies or instrumentalities and such securities
may involve risk of loss of principal and interest. The
full faith and credit guarantee of the U.S. government
doesn't protect the fund against market-driven declines in
the prices or yields of these securities, nor does it apply
to shares of the fund itself.
Mortgage- and asset-backed securities carry additional
risks and may be more volatile than many other types of
debt securities. Any unexpected behavior in interest rates
could hurt the performance of these securities. For
example, a large fall in interest rates could cause these
securities to be paid off earlier than expected, forcing
the fund to reinvest the money at a lower rate. In
addition, if interest rates rise or stay high, these
securities could be paid off later than expected, forcing
the fund to endure low yields. The result for the fund
could be an increase in the volatility of its share price
and yield.
Other factors that could affect performance include:
o the managers could be wrong in their analysis of
economic trends, issuers, industries or other matters
o at times, it could be hard to value some investments
or to get an attractive price for them
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
This fund may appeal to investors who seek high current income but want to avoid
exposure to significant credit risk.
46 | Kemper U.S. Mortgage Fund
<PAGE>
--------------------------------------------------------------------------------
Performance
The bar chart shows how the total returns for the fund's Class B shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.
For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.
--------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year Class B Shares
--------------------------------------------------------------------------------
THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE
BAR CHART DATA:
1990 7.11
1991 17.02
1992 4.45
1993 4.82
1994 -4.13
1995 16.94
1996 1.76
1997 8.01
1998 5.89
1999 0
Best quarter: %, Q_ 199_ YTD return as of 9/30/2000: __%
Worst quarter: %, Q_ 199_
Average Annual Total Returns (as of 12/31/1999)
--------------------------------------------------------------------------------
Since Since Since
Since Since 5/31/94 1/10/92 Since 10/26/84
12/31/97 12/31/93 Life of Life of 12/31/88 Life of
1 Year 5 Years Class C Class A 10 Years Class B
--------------------------------------------------------------------------------
Class A % % -- % -- --
--------------------------------------------------------------------------------
Class B -- --
--------------------------------------------------------------------------------
Class C -- % -- -- --
--------------------------------------------------------------------------------
Index
--------------------------------------------------------------------------------
Index: Salomon Brothers 30-Year GNMA Index, an unmanaged index that measures the
total return of GNMA 30-year pass throughs of single family and graduated
payment mortgages.
--------------------------------------------------------------------------------
* Index return for life of Class A is as of 2/1/92.
** The index was not in existence on the Class B Shares' inception date.
The table includes the effects of maximum sales loads.
47 | Kemper U.S. Mortgage Fund
<PAGE>
--------------------------------------------------------------------------------
How Much Investors Pay
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
--------------------------------------------------------------------------------
Fee Table Class A Class B Class C
--------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
--------------------------------------------------------------------------------
Maximum Sales Charge (Load) On Purchases (as %
of offering price) 4.50% None None
--------------------------------------------------------------------------------
Maximum Contingent Deferred Sales Charge (Load) None 4.00% 1.00%
(as % of redemption proceeds)
--------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
--------------------------------------------------------------------------------
Management Fee % % 0.51%
--------------------------------------------------------------------------------
Distribution (12b-1) Fee None 0.75 0.75
--------------------------------------------------------------------------------
Other Expenses*
--------------------------------------------------------------------------------
Total Annual Operating Expenses
--------------------------------------------------------------------------------
* Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and blue
sky fees.
Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.
--------------------------------------------------------------------------------
Example 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
Expenses, assuming you kept your shares
--------------------------------------------------------------------------------
Class A shares $ $ $ $
--------------------------------------------------------------------------------
Class B shares
--------------------------------------------------------------------------------
Class C shares
--------------------------------------------------------------------------------
48 | Kemper U.S. Mortgage Fund
<PAGE>
--------------------------------------------------------------------------------
THE INVESTMENT ADVISOR
The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.
Scudder Kemper takes a team approach, bringing together professionals from many
investment disciplines. Supporting each team are Scudder Kemper's many
economists, research analysts, traders and other investment specialists, located
across the United States and around the world.
For serving as the fund's investment advisor, Scudder Kemper receives a
management fee. For the most recent fiscal year, the actual amount the fund paid
in management fees was __% of its average daily net assets.
--------------------------------------------------------------------------------
[ICON] FUND MANAGERS
Below are the people who handle the fund's day-to-day
management:
Richard L. Vandenberg John E. Dugenske
Lead Portfolio Manager o Began investment career
o Began investment career in 1990
in 1973 o Joined the advisor
o Joined the advisor in 1998
in 1996 o Joined the fund team
o Joined the fund team in 1998
in 1996
Scott E. Dolan
o Began investment career
in 1989
o Joined the advisor
in 1989
o Joined the fund team
in 1998
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.
49 | Kemper U.S. Mortgage Fund
<PAGE>
--------------------------------------------------------------------------------
Other Policies and Risks
While the previous pages describe the main points of each
fund's strategy and risks, there are a few other issues to
know about:
o Although major changes tend to be infrequent, a fund's
Board could change that fund's investment goal without
seeking shareholder approval.
o These funds may trade more securities than some other
bond funds. This could raise transaction costs (and lower
performance) and could mean higher taxable distributions.
o As a temporary defensive measure, any of these funds
could shift up to 100% of their assets into investments
such as money market securities. This could prevent
losses, but would mean that the funds were not pursuing
their goals.
o Scudder Kemper establishes a security's credit quality
when it buys the security, using independent ratings or,
for unrated securities, its own credit determination.
When ratings don't agree, a fund may use the higher
rating. If a security's credit quality falls, the advisor
will determine whether selling it would be in the
shareholders' best interests.
o Although the managers are permitted to use various types
of derivatives (contracts whose value is based on, for
example, indices, currencies or securities), the managers
don't intend to use them as principal investments. With
derivatives, there is a risk that they could produce
disproportionate losses.
Keep in mind that there is no assurance that any mutual
fund will achieve its goal.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
This prospectus doesn't tell you about every policy or risk of investing in a
fund. For more information, you may want to request a copy of the SAI (the back
cover has additional information on how to do this).
50 | Other Policies and Risks
<PAGE>
Euro Conversion
Those funds permitted to invest in foreign securities could be affected by
accounting differences, changes in tax treatment or other issues related to the
conversion of certain European currencies into the euro, which is already
underway. Scudder Kemper has readiness programs designed to address these
problems, and has researched the readiness of suppliers and business partners as
well as issuers of securities the funds own. Still, there's some risk that one
or both of these problems could materially affect a fund's operations (such as
its ability to calculate net asset value and to handle purchases and
redemptions), its investments or securities markets in general.
51 | Other Policies and Risks
<PAGE>
--------------------------------------------------------------------------------
Financial Highlights
These tables are designed to help you understand each fund's financial
performance in recent years. The figures in the first part of each table are for
a single share. The total return figures represent the percentage that an
investor in a particular fund would have earned (or lost), assuming all
dividends and distributions were reinvested. This information has been audited
by Ernst & Young LLP, whose report, along with each fund's financial statements,
is included in that fund's annual report (see "Shareholder reports" on the back
cover).
Kemper High Yield Fund
52 | Financial Highlights
<PAGE>
Kemper High Yield Fund II
53 | Financial Highlights
<PAGE>
Kemper High Yield Opportunity Fund
54 | Financial Highlights
<PAGE>
Kemper Income And Capital Preservation Fund
55 | Financial Highlights
<PAGE>
Kemper Short-Term U.S. Government Fund
56 | Financial Highlights
<PAGE>
Kemper U.S. Government Securities Fund
57 | Financial Highlights
<PAGE>
Kemper Strategic Income Fund
58 | Financial Highlights
<PAGE>
Kemper U.S. Mortgage Fund
59 | Financial Highlight
<PAGE>
Investing In The Funds
The following pages tell you about many of the services, choices and benefits of
being a Kemper Funds shareholder. You'll also find information on how to check
the status of your account using the method that's most convenient for you.
You can find out more about the topics covered here by speaking with your
financial representative or a representative of your workplace retirement plan
or other investment provider.
<PAGE>
Choosing A Share Class
In this prospectus, there are three share classes for each fund. Each class has
its own fees and expenses, offering you a choice of cost structures.
Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you.
You may want to ask your financial representative to help you with this
decision.
We describe each share class in detail on the following pages. But first, you
may want to look at the table below, which gives you a brief comparison of the
main features of each class.
-------------------------------------- ---------------------------------------
Classes and features Points to help you compare
-------------------------------------- ---------------------------------------
Class A
o Sales charges of up to 4.50%, o Some investors may be able to
charged when you buy shares reduce or eliminate their sales
charges; see next page
o In most cases, no charges when you
sell shares o Total annual expenses are lower
than those for Class B or Class C
o No distribution fee
-------------------------------------- ---------------------------------------
Class B
o No charges when you buy shares o The deferred sales charge rate falls
to zero after six years
o Deferred sales charge of up to
4.00%, charged when you sell shares o Shares automatically convert to
you bought within the last six years Class A after six years, which
means lower annual expenses going
o 0.75% distribution fee forward
-------------------------------------- ---------------------------------------
Class C
o No charges when you buy shares o The deferred sales charge rate is
lower, but your shares never
o Deferred sales charge of 1.00%, convert to Class A, so annual
charged when you sell shares you expenses remain higher
bought within the last year
o 0.75% distribution fee
-------------------------------------- ---------------------------------------
61 | Choosing A Share Class
<PAGE>
Class A shares
Class A shares have a sales charge that varies with the
amount you invest:
Kemper High Yield Fund, Kemper High Yield Fund II,
Kemper High Yield Opportunity Fund, Kemper Income And
Capital Preservation Fund, Kemper U.S. Government
Securities Fund, Kemper Strategic Income Fund and
Kemper U.S. Mortgage Fund
Sales charge Sales charge as
as a percent a percent of
of offering your net
Your investment price investment
-------------------------------------------------------
Up to $100,000 4.50% 4.71%
-------------------------------------------------------
$100,000-$249,999 3.50 3.63
-------------------------------------------------------
$250,000-$499,999 2.60 2.67
-------------------------------------------------------
$500,000-$999,999 2.00 2.04
-------------------------------------------------------
$1 million or more 0 0
-------------------------------------------------------
Kemper Short-Term U.S. Government Fund
Sales charge Sales charge as
as a percent a percent of
of offering your net
Your investment price investment
-------------------------------------------------------
Up to $100,000 2.75% 2.83%
-------------------------------------------------------
$100,000-$249,999 2.50 2.56
-------------------------------------------------------
$250,000-$499,999 2.00 2.04
-------------------------------------------------------
$500,000-$999,999 1.50 1.52
-------------------------------------------------------
$1 million or more 0 0
-------------------------------------------------------
The offering price includes the sales charge.
62 | Choosing A Share Class
<PAGE>
You may be able to lower your Class A sales charges if:
o you plan to invest at least $100,000 over the next 24
months ("letter of intent")
o the amount of Kemper shares you already own (including
shares in certain other Kemper funds) plus the amount
you're investing now is at least $100,000 ("cumulative
discount")
o you are investing a total of $100,000 or more in
several Kemper funds at once ("combined purchases")
The point of these three features is to let you count
investments made at other times for purposes of calculating
your present sales charge. Any time you can use the
privileges to "move" your investment into a lower sales
charge category in the table above, it's generally
beneficial for you to do so. You can take advantage of
these methods by filling in the appropriate sections of
your application or by speaking with your financial
representative.
63 | Choosing A Share Class
<PAGE>
You may be able to buy Class A shares without sales charges
when you are:
o reinvesting dividends or distributions
o investing through certain workplace retirement plans
o participating in an investment advisory program under
which you pay a fee to an investment advisor or other
firm for portfolio management services
There are a number of additional provisions that apply in
order to be eligible for a sales charge waiver. The fund
may waive the sales charges for investors in other
situations as well. Your financial representative or Kemper
can answer your questions and help you determine if you are
eligible.
If you're investing $1 million or more, either as a lump
sum or through one of the sales charge reduction features
described on the previous page, you may be eligible to buy
Class A shares without sales charges. However, you may be
charged a contingent deferred sales charge (CDSC) of 1.00%
on any shares you sell within the first year of owning
them, and a similar charge of 0.50% on shares you sell
within the second year of owning them.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
Class A shares may make sense for long-term investors, especially those who are
eligible for reduced or eliminated sales charges.
64 | Choosing A Share Class
<PAGE>
Class B shares
With Class B shares, you pay no up-front sales charges to
the fund. Class B shares do have a 12b-1 plan, under which
a distribution fee of 0.75% is deducted from fund assets
each year. This means the annual expenses for Class B
shares are somewhat higher (and their performance
correspondingly lower) compared to Class A shares, which
don't have a 12b-1 fee. After six years, Class B shares
automatically convert to Class A, which has the [net]
effect of lowering the annual expenses from the seventh
year on.
Class B shares have a contingent deferred sales charge
(CDSC). This charge declines over the years you own shares,
and disappears completely after six years of ownership. But
for any shares you sell within those six years, you may be
charged as follows:
Year after you bought shares CDSC on shares you sell
-----------------------------------------------------------
First year 4.00%
-----------------------------------------------------------
Second or third year 3.00
-----------------------------------------------------------
Fourth or fifth year 2.00
-----------------------------------------------------------
Sixth year 1.00
-----------------------------------------------------------
Seventh year and later None (automatic conversion
to Class A)
-----------------------------------------------------------
This CDSC is waived under certain circumstances (see
"Policies You Should Know About"). Your financial
representative or Kemper can answer your questions and help
you determine if you're eligible.
While Class B shares don't have any front-end sales
charges, their higher annual expenses (due to 12b-1 fees)
mean that over the years you could end up paying more than
the equivalent of the maximum allowable front-end sales
charge.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
Class B shares can make sense for long-term investors who would prefer to see
all of their investment go to work right away, and can accept somewhat higher
annual expenses in exchange.
65 | Choosing A Share Class
<PAGE>
Class C shares
Like Class B shares, Class C shares have no up-front sales
charges and have a 12b-1 plan under which a distribution
fee of 0.75% is deducted from fund assets each year.
Because of this fee, the annual expenses for Class C shares
are similar to those of Class B shares, but higher than
those for Class A shares (and the performance of Class C
shares is correspondingly lower than that of Class A).
Unlike Class B shares, Class C shares do NOT automatically
convert to Class A after six years, so they continue to
have higher annual expenses.
Class C shares have a contingent deferred sales charge
(CDSC), but only on shares you sell within one year of
buying them:
Year after you bought shares CDSC on shares you sell
-------------------------------------------------------
First year 1.00%
-------------------------------------------------------
Second year and later None
-------------------------------------------------------
This CDSC is waived under certain circumstances (see
"Policies You Should Know About"). Your financial
representative or Kemper can answer your questions and help
you determine if you're eligible.
While Class C shares don't have any front-end sales
charges, their higher annual expenses (due to 12b-1 fees)
mean that over the years you could end up paying more than
the equivalent of the maximum allowable front-end sales
charge.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
Class C shares may appeal to investors who plan to sell some or all shares
within six years of buying them, or who aren't certain of their investment time
horizon.
66 | Choosing A Share Class
<PAGE>
--------------------------------------------------------------------------------
How To Buy Shares
Once you've chosen a share class, use these instructions to make investments.
Make out any checks to "Kemper Funds."
---------------------------------------- --------------------------------------
First investment Additional investments
---------------------------------------- --------------------------------------
$1,000 or more for regular accounts $100 or more for regular accounts
$250 or more for IRAs $50 or more for IRAs
$50 or more with an Automatic $50 or more with an Automatic
Investment Plan Investment Plan
---------------------------------------- --------------------------------------
Through a financial representative
o Contact your representative using o Contact your representative using
the method that's most convenient the method that's most convenient
for you for you
---------------------------------------- --------------------------------------
By mail or express mail (see below)
o Fill out and sign an application o Send a check and a Kemper
investment slip to us at the
o Send it to us at the appropriate appropriate address below
address, along with an investment
check o If you don't have an investment
slip, simply include a letter with
your name, account number, the full
name of the fund and the share class
and your investment instructions
---------------------------------------- --------------------------------------
By wire
o Call (800) 621-1048 for instructions o Call (800) 621-1048 for instructions
---------------------------------------- --------------------------------------
By phone
-- o Call (800) 621-1048 for instructions
---------------------------------------- --------------------------------------
With an automatic investment plan
-- o To set up regular investments,
call (800) 621-1048
---------------------------------------- --------------------------------------
On the Internet
o Follow the instructions at o Follow the instructions at
www.kemper.com www.kemper.com
---------------------------------------- --------------------------------------
Regular mail: Kemper Funds, PO Box 219415, Kansas City, MO 64121-9415
Express, registered, or certified mail:
Kemper Service Company, 811 Main Street, Kansas City, MO 64105-2005
Fax number: (800) 818-7526 (for exchanging and selling only)
67 | How To Buy Shares
<PAGE>
--------------------------------------------------------------------------------
How To Exchange Or Sell Shares
Use these instructions to exchange or sell shares in your account.
---------------------------------------- --------------------------------------
Exchanging into another fund Selling shares
---------------------------------------- --------------------------------------
$1,000 or more to open a new account Some transactions, including most
for over $50,000, can only be
$100 or more for exchanges between ordered in writing with a signature
existing accounts guarantee; if you're in doubt, see
page 71
---------------------------------------- --------------------------------------
Through a financial representative
o Contact your representative by the o Contact your representative by
method that's most convenient for the method that's most convenient
you for you
---------------------------------------- --------------------------------------
By phone or wire
o Call (800) 621-1048 for instructions o Call (800) 621-1048 for instructions
---------------------------------------- --------------------------------------
By mail, express mail or fax
(see previous page)
Write a letter that includes: Write a letter that includes:
o the fund, class and account number o the fund, class and account
you're exchanging out of number from which you want to
sell shares
o the dollar amount or number of
shares you want to exchange o the dollar amount or number of
shares you want to sell
o the name and class of the fund you
want to exchange into o your name(s), signature(s) and
address, as they appear on your
o your name(s), signature(s) and account
address, as they appear on your
account o a daytime telephone number
o a daytime telephone number
---------------------------------------- --------------------------------------
With a systematic exchange plan With a systematic withdrawal plan
o To set up regular exchanges from a o To set up regular cash payments
Kemper fund account, call from a Kemper fund account, call
(800) 621-1048 (800) 621-1048
---------------------------------------- --------------------------------------
On the Internet
o Follow the instructions at o Follow the instructions at
www.kemper.com www.kemper.com
---------------------------------------- --------------------------------------
68 | How To Exchange Or Sell Shares
<PAGE>
--------------------------------------------------------------------------------
Policies You Should Know About
Along with the instructions on the previous pages, the
policies below may affect you as a shareholder.
If you are investing through an investment provider, check
the materials you got from them. As a general rule, you
should follow the information in those materials wherever
it contradicts the information given here. Please note that
an investment provider may charge its own fees.
In order to reduce the amount of mail you receive and to
help reduce fund expenses, we generally send a single copy
of any shareholder report and prospectus to each household.
If you do not want the mailing of these documents to be
combined with those for other members of your household,
please call 1-800-621-1048.
Policies about transactions
The funds are open for business each day the New York Stock
Exchange is open. Each fund calculates its share price
every business day, as of the close of regular trading on
the Exchange (typically 3 p.m. Central time, but sometimes
earlier, as in the case of scheduled half-day trading or
unscheduled suspensions of trading).
You can place an order to buy or sell shares at any time.
Once your order is received by Kemper Service Company, and
they have determined that it is a "good order," it will be
processed at the next share price calculated.
Because orders placed through investment providers must be
forwarded to Kemper Service Company before they can be
processed, you'll need to allow extra time. A
representative of your investment provider should be able
to tell you when your order will be processed.
69 | Policies You Should Know About
<PAGE>
KemperACCESS, the Kemper Automated Information Line, is
available 24 hours a day by calling (800) 972-3060. You can
use Kemper ACCESS to get information on Kemper funds
generally and on accounts held directly at Kemper. You can
also use it to make exchanges and sell shares.
EXPRESS-Transfer lets you set up a link between a Kemper
account and a bank account. Once this link is in place, you
can move money between the two with a phone call. You'll
need to make sure your bank has Automated Clearing House
(ACH) services. Transactions take two to three days to be
completed, and there is a $100 minimum. To set up
EXPRESS-Transfer on a new account, see the account
application; to add it to an existing account, call (800)
621-1048.
Share certificates are available on written request.
However, we don't recommend them unless you want them for a
specific purpose, because they can only be sold by mailing
them in, and if they're ever lost they're difficult and
expensive to replace.
When you call us to sell shares, we may record the call,
ask you for certain information or take other steps
designed to prevent fraudulent orders. It's important to
understand that, with respect to certain pre-authorized
transactions, as long as we take reasonable steps to ensure
that an order appears genuine, we are not responsible for
any losses that may occur.
When you ask us to send or receive a wire, please note that
while we don't charge a fee to send or receive wires, it's
possible that your bank may do so. Wire transactions are
completed within 24 hours. The funds can only send or
accept wires of $1,000 or more.
Exchanges among Kemper funds are an option for most
shareholders. Exchanges are a shareholder privilege, not a
right: we may reject any exchange order, particularly when
there appears to be a pattern of "market timing" or other
frequent purchases and sales. We may also reject or limit
purchase orders, for these or other reasons.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
The Kemper Web site can be a valuable resource for shareholders with Internet
access. Go to www.kemper.com to get up-to-date information, review balances or
even place orders for exchanges.
70 | Policies You Should Know About
<PAGE>
When you want to sell more than $50,000 worth of shares,
you'll usually need to place your order in writing and
include a signature guarantee. The only exception is if you
want money wired to a bank account that is already on file
with us; in that case, you don't need a signature
guarantee. Also, you don't need a signature guarantee for
an exchange, although we may require one in certain other
circumstances. A signature guarantee is simply a
certification of your signature -- a valuable safeguard
against fraud. You can get a signature guarantee from most
brokers, banks, savings institutions and credit unions.
Note that you can't get a signature guarantee from a notary
public. When you sell shares that have a contingent
deferred sales charge (CDSC), we calculate the CDSC as a
percentage of what you paid for the shares or what you are
selling them for -- whichever results in the lowest charge
to you. In processing orders to sell shares, we turn to the
shares with the lowest CDSC first. Exchanges from one
Kemper fund into another don't affect CDSCs: for each
investment you make, the date you first bought Kemper
shares is the date we use to calculate a CDSC on that
particular investment. There are certain cases in which you
may be exempt from a CDSC. These include:
o the death or disability of an account owner
(including a joint owner)
o withdrawals made through a systematic withdrawal plan
o withdrawals related to certain retirement or benefit
plans
o redemptions for certain loan advances, hardship
provisions or returns of excess contributions from
retirement plans
o for Class A shares purchased through the Large Order NAV
Purchase Privilege, redemption of shares whose dealer of
record at the time of the investment notifies Kemper
Distributors that the dealer waives the applicable
commission
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
If you ever have difficulty placing an order by phone or fax, you can always
send us your order in writing.
71 | Policies You Should Know About
<PAGE>
In each of these cases, there are a number of additional
provisions that apply in order to be eligible for a CDSC
waiver. Your financial representative or Kemper can answer
your questions and help you determine if you are eligible.
If you sell shares in a Kemper fund and then decide to
invest with Kemper again within six months, you can take
advantage of the "reinstatement feature." With this
feature, you can put your money back into the same class of
a Kemper fund at its current NAV and for purposes of sales
charges it will be treated as if it had never left Kemper.
You'll be reimbursed (in the form of fund shares) for any
CDSC you paid when you sold. Future CDSC calculations will
be based on your original investment date, rather than your
reinstatement date. There is also an option that lets
investors who sold Class B shares buy Class A shares with
no sales charge, although they won't be reimbursed for any
CDSC they paid. You can only use the reinstatement feature
once for any given group of shares. To take advantage of
this feature, contact Kemper or your financial
representative.
Money from shares you sell is normally sent out within one
business day of when your order is processed (not when it
is received), although it could be delayed for up to seven
days. There are also two circumstances when it could be
longer: when you are selling shares you bought recently by
check and that check hasn't cleared yet (maximum delay: 10
days) or when unusual circumstances prompt the SEC to allow
further delays. Certain expedited redemption processes may
also be delayed when you are selling recently purchased
shares.
72 | Policies You Should Know About
<PAGE>
How the funds calculate share price For each fund in this
prospectus, the price at which you buy shares is as
follows:
Class A shares -- net asset value per share, or NAV,
adjusted to allow for any applicable sales charges (see
"Choosing A Share Class")
Class B and Class C shares-- net asset value per share,
or NAV
To calculate NAV, each share class of each fund uses the
following equation:
TOTAL ASSETS - TOTAL LIABILITIES
--------------------------------- = NAV
TOTAL NUMBER OF SHARES OUTSTANDING
For each fund and share class in this prospectus, the price
at which you sell shares is also the NAV, although for
Class B and Class C investors a contingent deferred sales
charge may be taken out of the proceeds (see "Choosing A
Share Class").
We typically use market prices to value securities.
However, when a market price isn't available, or when we
have reason to believe it doesn't represent market
realities, we may use fair value methods approved by a
fund's Board. In such a case, the fund's value for a
security is likely to be different from quoted market
prices.
73 | Policies You Should Know About
<PAGE>
Other rights we reserve
For each fund in this prospectus, you should be aware that
we may do any of the following:
o withhold 31% of your distributions as federal income tax
if you have been notified by the IRS that you are subject
to backup withholding, or if you fail to provide us with
a correct taxpayer ID number or certification that you
are exempt from backup withholding
o reject a new account application if you don't provide a
correct Social Security or other tax ID number; if the
account has already been opened, we may give you 30 days'
notice to provide the correct number
o charge you $9 each calendar quarter if your account
balance is below $1,000 for the entire quarter; this
policy doesn't apply to most retirement accounts or if
you have an automatic investment plan
o pay you for shares you sell by "redeeming in kind," that
is, by giving you marketable securities (which typically
will involve brokerage costs for you to liquidate) rather
than cash
o change, add or withdraw various services, fees and
account policies (for example, we may change or terminate
the exchange privilege at any time)
74 | Policies You Should Know About
<PAGE>
--------------------------------------------------------------------------------
Understanding Distributions and Taxes
By law, a mutual fund is required to pass through to its
shareholders virtually all of its net earnings. A fund can
earn money in two ways: by receiving interest, dividends or
other income from securities it holds, and by selling
securities for more than it paid for them. (A fund's
earnings are separate from any gains or losses stemming
from your own purchase of shares.) A fund may not always
pay a distribution for a given period.
The funds have regular schedules for paying out any
earnings to shareholders:
o Income: declared and paid monthly
o Long-term capital gains: December, or otherwise as
needed
The funds may make additional distributions for tax
purposes if necessary.
You can choose how to receive your dividends and
distributions. You can have them all automatically
reinvested in fund shares (at NAV), all sent to you by
check, have one type reinvested and the other sent to you
by check or have them invested in a different fund. Tell us
your preference on your application. If you don't indicate
a preference, your dividends and distributions will all be
reinvested without sales charges. For retirement plans,
reinvestment is the only option.
Buying and selling fund shares will usually have tax
consequences for you (except in an IRA or other
tax-advantaged account). Your sales of shares may result in
a capital gain or loss for you; whether long-term or
short-term depends on how long you owned the shares. For
tax purposes, an exchange is the same as a sale.
THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.
--------------------------------------------------------------------------------
Because each shareholder's tax situation is unique, it's always a good idea to
ask your tax professional about the tax consequences of your investments,
including any state and local tax consequences.
75 | Understanding Distributins and Taxes
<PAGE>
The tax status of the fund earnings you receive, and your
own fund transactions, generally depends on their type:
Generally taxed at ordinary income rates
-------------------------------------------------------
o short-term capital gains from selling fund shares
-------------------------------------------------------
o income dividends you receive from a fund
-------------------------------------------------------
o short-term capital gains distributions received
from a fund
-------------------------------------------------------
Generally taxed at capital gains rates
-------------------------------------------------------
o long-term capital gains from selling fund shares
-------------------------------------------------------
o long-term capital gains distributions received from
a fund
-------------------------------------------------------
You may be able to claim a tax credit or deduction for your
share of any foreign taxes your fund pays.
Your fund will send you detailed tax information every
January. These statements tell you the amount and the tax
category of any dividends or distributions you received.
They also have certain details on your purchases and sales
of shares. The tax status of dividends and distributions is
the same whether you reinvest them or not. Dividends or
distributions declared in the last quarter of a given year
are taxed in that year, even though you may not receive the
money until the following January.
If you invest right before a fund pays a dividend, you'll
be getting some of your investment back as a taxable
dividend. You can avoid this, if you want, by investing
after the fund declares a dividend. In tax-advantaged
retirement accounts you don't need to worry about this.
Corporations may be able to take a dividends-received
deduction for a portion of income dividends they receive.
76 | Understanding Distributions and Taxes
<PAGE>
--------------------------------------------------------------------------------
Notes
<PAGE>
--------------------------------------------------------------------------------
To Get More Information
Shareholder reports -- These include commentary from each fund's management team
about recent market conditions and the effects of a fund's strategies on its
performance. For each fund, they also have detailed performance figures, a list
of everything the fund owns and the fund's financial statements. Shareholders
get these reports automatically. For more copies, call (800) 621-1048.
Statement of Additional Information (SAI) -- This tells you more about each
fund's features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
If you'd like to ask for copies of these documents, or if you're a shareholder
and have questions, please contact Kemper or the SEC (see below). Materials you
get from Kemper are free; those from the SEC involve a copying fee. If you like,
you can look over these materials in person at the SEC's Public Reference Room
in Washington, DC.
SEC
450 Fifth Street, N.W.
Washington, DC 20549-6009
www.sec.gov
Tel (800) SEC-0330
Kemper Funds
222 South Riverside Plaza
Chicago, IL 60606-5808
www.kemper.com
Tel (800) 621-1048
SEC File Numbers
Kemper High Yield Fund 811-2786
Kemper High Yield Fund II 811-08983
Kemper High Yield Opportunity Fund 811-2786
Kemper Income And Capital Preservation Fund 811-2305
Kemper Short-Term U.S. Government Fund 811-5195
Kemper U.S. Government Securities Fund 811-2719
Kemper Strategic Income Fund 811-2743
Kemper U.S. Mortgage Fund 811-3440
Principal Underwriter
Kemper Distributors, Inc.
222 South Riverside Plaza Chicago, IL 60606-5808
www.kemper.com E-mail [email protected]
Tel (800) 621-1048
[LOGO] KEMPER FUNDS
Long-term investing in a short-term world(SM)
<PAGE>
INCOME FUNDS
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
SUPPLEMENT TO PROSPECTUS
DATED JANUARY 1, 2001
------------------------------
CLASS I SHARES
------------------------------
The above funds currently offer four classes of shares to provide investors with
different purchasing options. These are Class A, Class B and Class C shares,
which are described in the funds' prospectus, and Class I shares, which are
described in the prospectus as supplemented hereby. When placing purchase
orders, investors must specify whether the order is for Class A, Class B, Class
C or Class I shares.
Class I shares are available for purchase exclusively by the following
categories of institutional investors: (1) tax-exempt retirement plans (Profit
Sharing, 401(k), Money Purchase Pension and Defined Benefit Plans) of Scudder
Kemper Investments, Inc. ("Scudder Kemper") and its affiliates and rollover
accounts from those plans; (2) the following investment advisory clients of
Scudder Kemper and its investment advisory affiliates that invest at least $1
million in a Fund: unaffiliated benefit plans, such as qualified retirement
plans (other than individual retirement accounts and self-directed retirement
plans); unaffiliated banks and insurance companies purchasing for their own
accounts; and endowment funds of unaffiliated non-profit organizations; (3)
investment-only accounts for large qualified plans, with at least $50 million in
total plan assets or at least 1000 participants; (4) trust and fiduciary
accounts of trust companies and bank trust departments providing fee-based
advisory services that invest at least $1 million in a Fund on behalf of each
trust; (5) policy holders under Zurich-American Insurance Group's collateral
investment program investing at least $200,000 in a Fund; and (6) investment
companies managed by Scudder Kemper that invest primarily in other investment
companies.
Class I shares currently are available for purchase only from Kemper
Distributors, Inc. ("KDI"), principal underwriter for the Funds, and, in the
case of category 4 above, selected dealers authorized by KDI. Share certificates
are not available for Class I shares.
<PAGE>
The following information supplements the indicated sections of the prospectus.
Performance
The following table shows how the funds Class I Shares' returns over different
periods average out. For context, the table has a broad-based market index
(which, unlike the fund, have no fees or expenses). All figures in this section
assume reinvestment of dividends and distributions. As always, past performance
is no guarantee of future results.
Average Annual Total Returns -- Class I shares
Life of
For periods ended ------- Inception of
December 31, 1999 One Year Five Years Class Class
----------------- -------- ---------- ----- -----
Kemper High Yield Fund % % % 12/29/94
Salomon Brothers
Long-Term High Yield
Bond Index* % % %** --
-----------
* The Salomon Brothers Long-Term High Yield Bond Index is on a total return
basis and is comprised of high yield bonds with a par value of $50 million
or higher and a remaining maturity of ten years or longer rated BB+ or lower
by Standard & Poor's Corporation or Ba1 or lower by Moody's Investors
Service, Inc.
** For the period of 12/31/94 through 12/31/99.
For periods ended Inception
December 31, 1999 One Year Life of Class of Class
----------------- -------- ------------- --------
Kemper Income And Capital
Preservation Fund % % 7/3/95
Lehman Brothers Aggregate
Bond Index* % %** --
-----------
* The Lehman Brothers Aggregate Bond Index is an unmanaged index generally
representative of intermediate-term government bonds, investment grade
corporate debt securities, and mortgage backed securities.
** For the period of 6/30/95 through 12/31/99.
2
<PAGE>
For periods ended Inception
December 31, 1999 One Year Life of Class of Class
----------------- -------- ------------- --------
Kemper U.S. Government
Securities Fund % % 7/3/95
Salomon Brothers
30-Year GNMA Index* % %** --
-----------
* The Salomon Brothers 30-Year GNMA Index is unmanaged, is on a total-return
basis with all dividends reinvested and is comprised of GNMA 30-year pass
throughs of single family and graduated payment mortgages. In order for a
GNMA coupon to be included in the index, it must have at least $200 million
of outstanding coupon product.
** For the period of 6/30/95 through 12/31/99.
3
<PAGE>
HOW MUCH INVESTORS PAY
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.
Shareholder fees: Fees paid directly from your investment.
Maximum
Sales Maximum Maximum
Charge Deferred Sales
(Load) Sales Charge
Imposed on Charge (Load)
Purchases (Load) Imposed on
(as a % of (as a % of Reinvested
offering redemption Dividends/ Redemption Exchange
price) proceeds) Distributions Fee Fee
------ --------- ------------- --- ---
Kemper High
Yield Fund None None None None None
Kemper High
Yield Fund II None None None None None
Kemper High
Yield
Opportunity Fund None None None None None
Kemper Income
And Capital
Preservation
Fund None None None None None
Kemper
Short-Term U.S.
Government Fund None None None None None
Kemper
Strategic
Income Fund None None None None None
Kemper U.S.
Government
Securities Fund None None None None None
Kemper U.S.
Mortgage Fund None None None None None
4
<PAGE>
Annual fund operating expenses: Expenses that are deducted from fund assets.
Total Annual
Fund
Management Distribution Other Operating
Fee (12b-1) Fees Expenses* Expenses*
--- ------------ --------- ---------
Kemper High
Yield Fund % None % %
Kemper High
Yield Fund II % None % %
Kemper High Yield
Opportunity Fund % None % %
Kemper Income And
Capital
Preservation Fund % None % %
Kemper Short-Term
U.S. Government Fund % None % %
Kemper Strategic
Income Fund % None % %
Kemper U.S.
Government
Securities Fund % None % %
Kemper U.S.
Mortgage Fund % None % %
-----------
* Estimated for Kemper Short-Term U.S. Government Fund, Kemper Strategic
Income Fund, Kemper High Yield Opportunity Fund, Kemper High Yield Fund II
and Kemper U.S. Mortgage Fund since no Class I shares were issued as of the
respective fiscal year ends.
5
<PAGE>
Example
This example is to help you compare the cost of investing in a fund with the
cost of investing in other mutual funds.
This example illustrates the impact of the above fees and expenses on an account
with an initial investment of $10,000, based on the expenses shown above. It
assumes a 5% annual return, the reinvestment of all dividends and distributions
and "annual fund operating expenses" remaining the same each year. The example
is hypothetical: actual fund expenses and return vary from year to year, and may
be higher or lower than those shown.
Fees and expenses if you sold shares after:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Kemper High Yield Fund $ $ $ $
Kemper High Yield Fund II $ $ $ $
Kemper High Yield
Opportunity Fund $ $ $ $
Kemper Income And Capital
Preservation Fund $ $ $ $
Kemper Short-Term
U.S. Government Fund $ $ $ $
Kemper Strategic
Income Fund $ $ $ $
Kemper U.S. Government
Securities Fund $ $ $ $
Kemper U.S.
Mortgage Fund $ $ $ $
6
<PAGE>
FINANCIAL HIGHLIGHTS
No financial information is presented for Class I shares of Kemper Short-Term
U.S. Government Fund, Kemper Strategic Income Fund, Kemper High Yield
Opportunity Fund, Kemper High Yield Fund II and Kemper U.S. Mortgage Fund, since
no Class I shares were issued as of the respective fiscal year ends of the
funds.
Kemper High Yield Fund
7
<PAGE>
Kemper Income And Capital Preservation Fund
8
<PAGE>
Kemper U.S. Government Securities Fund
9
<PAGE>
SPECIAL FEATURES
Shareholders of a Fund's Class I shares may exchange their shares for (i) shares
of Zurich Money Funds -- Zurich Money Market Fund if the shareholders of Class I
shares have purchased shares because they are participants in tax-exempt
retirement plans of Scudder Kemper and its affiliates and (ii) Class I shares of
any other "Kemper Mutual Fund" listed in the prospectus. Conversely,
shareholders of Zurich Money Funds -- Zurich Money Market Fund who have
purchased shares because they are participants in tax-exempt retirement plans of
Scudder Kemper and its affiliates may exchange their shares for Class I shares
of "Kemper Mutual Funds" to the extent that they are available through their
plan. Exchanges will be made at the relative net asset values of the shares.
Exchanges are subject to the limitations set forth in the prospectus.
As a result of the relatively lower expenses for Class I Shares, the level of
income dividends per share (as a percentage of net asset value) and, therefore,
the overall investment return, typically will be higher for Class I shares than
for Class A, Class B and Class C shares.
10
<PAGE>
January 1, 2001
KFIF-1I
11
<PAGE>
Kemper High Yield Fund (the "High Yield Fund")
Kemper High Yield Fund II (the "High Yield Fund II")
Kemper High Yield Opportunity Fund (the "Opportunity Fund")
Kemper Income and Capital Preservation Fund (the "Income and Capital Fund")
Kemper Short-Term U.S. Government Fund (the "Short-Term Government Fund")
Kemper Strategic Income Fund (the "Strategic Fund")
Kemper U.S. Government Securities Fund (the "Government Fund")
Kemper U.S. Mortgage Fund (the "Mortgage Fund")
STATEMENT OF ADDITIONAL INFORMATION
January 1, 2001
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the prospectus for the Funds, as amended from time
to time, a copy of which may be obtained without charge by contacting Kemper
Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606,
1-800-621-1048, or from the firm from which this Statement of Additional
Information was obtained.
The Annual Report to Shareholders of each Fund, dated January 1, 2001
is incorporated by reference and is hereby deemed to be part of this Statement
of Additional Information.
This Statement of Additional Information is incorporated by reference
into the combined prospectus.
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
There is no assurance that the investment objective of any Fund will be achieved
and investment in each Fund includes risks that vary in kind and degree
depending upon the investment policies of that Fund. The returns and net asset
value of each Fund will fluctuate
STRATEGIC FUND. The Strategic Fund seeks high current return. The Fund pursues
its objective by investing primarily in fixed income securities and
dividend-paying common stocks and by writing options. Current return includes
interest income, common stock dividends and any net short-term gains. Investment
in fixed income securities will include corporate debt obligations, U.S. and
Canadian Government securities, obligations of U.S. and Canadian banking
institutions, convertible securities, preferred stocks, and cash and cash
equivalents, including repurchase agreements. Investment in equity securities
will primarily be in dividend-paying common stocks. The percentage of assets
invested in fixed income and equity securities will vary from time to time
depending upon the judgment of the investment manager as to general market and
economic conditions, trends in yields and interest rates and changes in fiscal
or monetary policies. The Fund may invest up to 50% of its total assets in
foreign securities that are traded principally in securities markets outside the
United States. The Fund may invest without limit in high yield, fixed income
securities, commonly referred to as "junk bonds," that are in the lower rating
categories and those that are non-rated. The characteristics of the securities
in the Fund's portfolio, such as the maturity and the type of issuer, will
affect yields and yield differentials, which vary over time. The actual yield
realized by the investor is subject, among other things, to the Fund's expenses
and the investor's transaction costs. The Fund may also engage in when-issued or
delayed delivery transactions (commitments may not exceed 25% of the value of
its assets) and lend its portfolio securities up to 1/3 of total assets. Under
normal market conditions, the Fund will invest at least 65% of its total assets
in income producing investments. In periods of unusual market conditions, the
Fund may, for defensive purposes, temporarily retain all or any part of its
assets in cash or cash equivalents. The Fund currently does not intend to invest
more than 20% of its total assets in collateralized obligations that are
collateralized by a pool of credit card or automobile receivables or other types
of assets. In addition, the Fund does not intend to invest more than 10% of its
total assets in inverse floaters. The Fund currently does not intend to invest
more than 20% of its net assets in zero coupon U.S. Government Securities during
the current year. The Fund may engage in short sales against-the-box, but only
to the extent that not more than 10% of the Fund's total assets (determined at
the time of the short sale) is held as collateral for such sales. The Fund
currently does not intend, however, to engage in such short sales to the extent
that more than 5% of its net assets will be held as collateral therefor during
the current year.
GOVERNMENT FUND. The Government Fund seeks high current income, liquidity and
security of principal by investing in obligations issued or guaranteed by the
U.S. Government or its agencies, and by obtaining rights to acquire such
securities. The Fund's yield and net asset value will fluctuate and there can be
no assurance that the Fund will attain its objective. The Fund intends to invest
some or all of its assets in Government National Mortgage Association ("GNMA")
Certificates of the modified pass-through type. That portion of monthly payments
received by the Fund which represents interest and discount will be included in
the Fund's net investment income. Principal payments on a GNMA Certificate will
be reinvested by the Fund. The balance of the Fund's assets, other than those
invested in GNMA Certificates will be invested in obligations issued or
guaranteed by the United States or by its agencies. U.S. Government Securities
may include "zero coupon" securities that have been stripped by the U.S.
Government of their unmatured interest coupons and collateralized obligations
issued or guaranteed by a U.S. Government agency or instrumentality. The Fund
will not invest in Mortgage-Backed Securities issued by private issuers. The
Fund may purchase securities on a when-issued or delayed delivery basis
(commitments may not exceed 25% of the value of its assets and delivery not to
exceed 120 days from trade date) and engage in strategic transactions. The Fund
currently does not intend to invest more than 20% of its total assets in
collateralized obligations that are collateralized by a pool of credit card or
automobile receivables or other types of assets. In addition, the Fund does not
intend to invest more than 10% of its total assets in inverse floaters. The Fund
currently does not intend to invest more than 20% of its net assets in zero
coupon U.S. Government Securities during the current year.
HIGH YIELD FUND. The primary objective of the High Yield Fund is to achieve the
highest level of current income obtainable from a professionally managed,
diversified portfolio of fixed income securities which the Investment Manager
considers consistent with reasonable risk. As a secondary objective, the Fund
will seek capital gain where consistent with its primary objective. The high
yield, fixed income securities (debt and preferred stock issues, including
convertibles and assignments or participations in loans) in which the Fund
intends to invest are commonly referred to as "junk bonds" and normally offer a
2
<PAGE>
current yield or yield to maturity that is significantly higher than the yield
available from securities rated in the four highest categories assigned by S&P
or Moody's. The characteristics of the securities in the Fund's portfolio, such
as the maturity and the type of issuer, will affect yields and yield
differentials, which vary over time. The actual yield realized by the investor
is subject, among other things, to the Fund's expenses and the investor's
transaction costs. The Fund anticipates that under normal circumstances 90 to
100% of its assets will be invested in fixed income securities (debt and
preferred stock issues, including convertibles). The Fund may invest in common
stocks, rights or other equity securities when consistent with the Fund's
objectives, but will generally hold such equity investments only as a result of
purchases of unit offerings of fixed income securities which include such
securities or in connection with an actual or proposed conversion or exchange of
fixed income securities. The Fund may invest all or a portion of its assets in
money market instruments such as obligations of the U.S. Government, its
agencies or instrumentalities; other debt securities rated within the three
highest grades by Moody's or S&P; commercial paper rated within the two highest
grades by either of such rating services; bank certificates of deposit or
bankers' acceptances of domestic or Canadian chartered banks having total assets
in excess of $1 billion; and any of the foregoing investments subject to
short-term repurchase agreements. The Fund may purchase securities on a
when-issued or delayed delivery basis (commitments may not exceed 25% of the
value of its assets), may purchase foreign securities, including up to 25% of
total assets in foreign securities that are traded principally in securities
markets outside the United States, lend its portfolio securities up to 1/3 of
total assets and engage in strategic transactions. The Fund currently does not
intend to invest more than 20% of its total assets in collateralized obligations
that are collateralized by a pool of credit card or automobile receivables or
other types of assets. In addition, the Fund does not intend to invest more than
10% of its total assets in inverse floaters. The Fund currently does not intend
to invest more than 20% of its net assets in zero coupon U.S. Government
Securities during the current year.
HIGH YIELD FUND II. The primary objective of the High Yield Fund II is to
achieve the highest level of current income obtainable from a professionally
managed, diversified portfolio of fixed income securities which the Investment
Manager considers consistent with reasonable risk. As a secondary objective, the
Fund will seek capital gain where consistent with its primary objective. The
high yield, fixed income securities (debt and preferred stock issues, including
convertibles and assignments or participations in loans) in which the Fund
intends to invest are commonly referred to as "junk bonds" and normally offer a
current yield or yield to maturity that is significantly higher than the yield
available from securities rated in the four highest categories assigned by S&P
or Moody's. The characteristics of the securities in the Fund's portfolio, such
as the maturity and the type of issuer, will affect yields and yield
differentials, which vary over time. The actual yield realized by the investor
is subject, among other things, to the Fund's expenses and the investor's
transaction costs. The Fund anticipates that under normal circumstances 90 to
100% of its assets will be invested in fixed income securities (debt and
preferred stock issues, including convertibles). The Fund may invest in common
stocks, rights or other equity securities when consistent with the Fund's
objectives, but will generally hold such equity investments only as a result of
purchases of unit offerings of fixed income securities which include such
securities or in connection with an actual or proposed conversion or exchange of
fixed income securities. The Fund may invest all or a portion of its assets in
money market instruments such as obligations of the U.S. Government, its
agencies or instrumentalities; other debt securities rated within the three
highest grades by Moody's or S&P; commercial paper rated within the two highest
grades by either of such rating services; bank certificates of deposit or
bankers' acceptances of domestic or Canadian chartered banks having total assets
in excess of $1 billion; and any of the foregoing investments subject to
short-term repurchase agreements. The Fund may borrow money for leverage
purposes, which can exaggerate the effect on its net asset value for any
increase or decrease in the market value of the Fund's portfolio. Money borrowed
for leveraging will be limited to 20% of the total assets of the Fund, including
the amount borrowed. The Fund anticipates that under normal conditions, the Fund
would keep the leverage portion under 10% of its total assets. These borrowings
are subject to interest costs which may or may not be recovered by the return
received on the securities purchased. Under certain circumstances, the interest
costs may exceed the return received on the securities purchased. The Fund may
purchase securities on a when-issued or delayed delivery basis (commitments may
not exceed 25% of the value of its assets), may purchase foreign securities,
including up to 25% of total assets in foreign securities that are traded
principally in securities markets outside the United States, lend its portfolio
securities up to 1/3 of total assets and engage in strategic transactions. The
Fund currently does not intend to invest more than 20% of its total assets in
collateralized obligations that are collateralized by a pool of credit card or
automobile receivables or other types of assets. In addition, the Fund does not
intend to invest more than 10% of its total assets in inverse floaters. The Fund
currently does not intend to invest more than 20% of its net assets in zero
coupon U.S. Government Securities during the current year.
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INCOME AND CAPITAL FUND. The Income and Capital Fund seeks as high a level of
current income as is consistent with prudent investment management, preservation
of capital and ready marketability of its portfolio by investing primarily in a
diversified portfolio of investment grade debt securities. Specifically, at
least 90% of the Fund's assets will be invested in the following categories: (a)
corporate debt securities which are rated Aaa, Aa, A or Baa by Moody's or AAA,
AA, A or BBB by S&P; (b) obligations of, or guaranteed by, the United States,
its agencies or instrumentalities; (c) obligations (payable in U.S. Dollars) of,
or guaranteed by, the government of Canada or any instrumentality or political
subdivision thereof; (d) commercial paper rated Prime-1 or Prime-2 by Moody's
orA-1 or A-2 by S&P; (e) bank certificates of deposit or bankers' acceptances
issued by domestic or Canadian chartered banks having total deposits in excess
of $1 billion; (f) strategic transactions; and (g) cash and cash equivalents.
The Fund may invest up to 10% of its total assets in fixed income securities
that are rated below BBB by S&P and Baa by Moody's or are non-rated. The Fund
may purchase securities on a when-issued or delayed delivery basis (commitments
may not exceed 25% of the value of its assets), may lend its portfolio
securities up to 1/3 of total assets and may invest in foreign securities,
including up to 25% of total assets in foreign securities that are traded
principally in securities markets outside the United States. The Fund currently
does not intend to invest more than 20% of its total assets in collateralized
obligations that are collateralized by a pool of credit card or automobile
receivables or other types of assets. In addition, the Fund does not intend to
invest more than 10% of its total assets in inverse floaters. The Fund currently
does not intend to invest more than 20% of its net assets in zero coupon U.S.
Government Securities during the current year. Subject to its specific
investment objective and policies, the Income and Capital Fund may invest up to
20% of its assets in high yield (high risk), fixed income securities.
MORTGAGE FUND. The Mortgage Fund seeks maximum current return from a portfolio
of U.S. Government Securities. Additionally, the Fund may engage in strategic
transactions and may purchase or sell securities on a when-issued or delayed
delivery basis. As a non-fundamental policy, at least 65% of the Fund's total
assets normally will be invested in "Mortgage-Backed Securities." The Fund will
not invest in Mortgage-Backed Securities issued by private issuers. The Fund may
puchase securities on a when-issued or delayed delivery basis (commitments may
not exceed 25% of the value of its assets). The Fund currently does not intend
to invest more than 20% of its total assets in collateralized obligations that
are collateralized by a pool of credit card or automobile receivables or other
types of assets. The fund may and lend its portfolio securities up to 1/3 of
total assets. In addition, the Fund does not intend to invest more than 10% of
its total assets in inverse floaters. The Fund currently does not intend to
invest more than 20% of its net assets in zero coupon U.S. Government Securities
during the current year. The Fund may engage in short sales against-the-box, but
only to the extent that not more than 10% of the Fund's total assets (determined
at the time of the short sale) is held as collateral for such sales. The Fund
currently does not intend, however, to engage in such short sales to the extent
that more than 5% of its net assets will be held as collateral therefor during
the current year.
OPPORTUNITY FUND. The Opportunity Fund seeks total return through high current
income and capital appreciation. The Fund will invest primarily in fixed income
securities and under normal market conditions, the Fund will, invest at least
65% of its total assets in high yield, fixed income securities. The Fund
anticipates that under normal conditions approximately 80 to 90% of its total
assets will be held in high yield, fixed income securities. The high yield,
fixed income securities (debt and preferred stock issues, including convertibles
and assignments or participations in loans) in which the Fund intends to invest
are commonly referred to as "junk bonds" and normally offer a current yield or
yield to maturity that is significantly higher than the yield available from
securities rated in the four highest categories assigned by S&P or Moody's. The
characteristics of the securities in the Fund's portfolio, such as the maturity
and the type of issuer, will affect yields and yield differentials, which vary
over time. The actual yield realized by the investor is subject, among other
things, to the Fund's expenses and the investor's transaction costs. The Fund
may invest up to a maximum of 20% of its total assets in common stocks, rights
or other equity securities; generally of companies that issue high yield, fixed
income securities. The Fund anticipates that under normal circumstances
approximately 10% of its total assets will be in equity securities. The Fund may
borrow money for leverage purposes, which can exaggerate the effect on its net
asset value for any increase or decrease in the market value of the Fund's
portfolio. Money borrowed for leveraging will be limited to 20% of the total
assets of the Fund, including the amount borrowed. The Fund anticipates that
under normal conditions, the Fund would keep the leverage portion under 10% of
its total assets. These borrowings are subject to interest costs which may or
may not be recovered by the return received on the securities purchased. Under
certain circumstances, the interest costs may exceed the return received on the
securities purchased. When a defensive position is deemed advisable, all or a
significant portion of the Fund's assets may be held temporarily in cash or
defensive type securities, such as high-grade debt securities, securities of the
U.S. Government or its agencies and high quality money market instruments,
including repurchase agreements. The Fund may also purchase securities on a
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when-issued or delayed delivery basis (commitments may not exceed 25% of the
value of its assets), may lend its portfolio securities up to 1/3 of total
assets, and may invest in foreign securities, including up to 25% of total
assets in foreign securities that are traded principally in securities markets
outside the United States, and may engage in strategic transactions. The Fund
currently does not intend to invest more than 20% of its total assets in
collateralized obligations that are collateralized by a pool of credit card or
automobile receivables or other types of assets. In addition, the Fund does not
intend to invest more than 10% of its total assets in inverse floaters. The Fund
currently does not intend to invest more than 20% of its net assets in zero
coupon U.S. Government Securities during the current year.
SHORT-TERM GOVERNMENT FUND. The Short-Term Government Fund seeks, with equal
emphasis, high current income and preservation of capital from a portfolio
composed primarily of short -term U.S. Government Securities. Under normal
market conditions, the Fund will, as a fundamental policy, invest at least 65%
of its total assets in U.S. Government Securities and repurchase agreements of
U.S. Government Securities. The government guarantee of U.S. Government
Securities in the Fund does not guarantee the net asset value of the shares of
the Fund. Under normal market conditions, the Fund will maintain a
Dollar-weighted average portfolio maturity of less than three 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 the maturity of a security may be considered to be a shorter period in the
case of (a) contractual rights to dispose of a security, because such rights
limit the period during which the Fund bears a market risk with respect to the
security, and (b) Mortgage-Backed Securities, because of possible prepayment of
principal on the mortgages underlying such securities. Short -term securities
generally are more stable and less susceptible to principal decline than longer
term securities. While short -term securities in most cases offer lower yields
than securities with longer maturities, the Fund will seek to enhance income
through limited investment infixed income securities other than U.S. Government
Securities. The investment manager believes that investment in short -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 over time.
Up to 35% of the total assets of the Fund may be invested in fixed income
securities other than U.S. Government Securities. Such other fixed income
securities include: (a) corporate debt securities that are rated at the time of
purchase within the four highest grades by either Moody's (Aaa, Aa, A, or Baa)
or S&P (AAA, AA, A, or BBB); (b) commercial paper that is rated at the time of
purchase within the two highest grades by either Moody's (Prime-1 or Prime-2) or
S&P (A-1 or A-2); (c) bank certificates of deposit (including term deposits) or
bankers' acceptances issued by domestic banks (including their foreign
branches)and Canadian chartered banks having total assets in excess of $1
billion; and(d) repurchase agreements with respect to any of the foregoing.
During temporary defensive periods when the investment manager deems it
appropriate, the Fund may invest all or a portion of its assets in cash or
short-term high quality money market instruments, including short-term U.S.
Government Securities and repurchase agreements with respect to such securities.
The yields on these securities tend to be lower than the yields on others
ecurities to be purchased by the Fund. The Fund may purchase or sell securities
on a when-issued or delayed delivery basis (commitments may not exceed 25% of
the value of its assets). The Fund may invest in collateralized obligations
which, consistent with the limitations reflected above, may be privately issued
or may be issued or guaranteed by U.S. Government agencies or instrumentalities.
The Fund may also lend its portfolio securities up to 1/3 of total assets and
may engage in strategic transactions. The Fund currently does not intend to
invest more than 20% of its total assets in collateralized obligations that are
collateralized by a pool of credit card or automobile receivables or other types
of assets. In addition, the Fund does not intend to invest more than 10% of its
total assets in inverse floaters. The Fund currently does not intend to invest
more than 20% of its net assets in zero coupon U.S. Government Securities during
the current year. The Fund may engage in short sales against-the-box, but only
to the extent that not more than 10% of the Fund's total assets (determined at
the time of the short sale) is held as collateral for such sales. The Fund
currently does not intend, however, to engage in such short sales to the extent
that more than 5% of its net assets will be held as collateral therefor during
the current year.
Additional Investment Information. A Fund will not normally engage in the
trading of securities for the purpose of realizing short-term profits, but will
adjust its portfolio as considered advisable in view of prevailing or
anticipated market conditions and its investment objective. Accordingly, a Fund
may sell fixed income securities in anticipation of a rise in interest rates and
purchase such securities for inclusion in its portfolio in anticipation of a
decline in interest rates. Frequency of portfolio turnover will not be a
limiting factor should the investment manager deem it desirable to purchase or
sell securities.
Portfolio Maturity. A Fund (other than the Short-Term Government Fund) may take
full advantage of the entire range of maturities of fixed income securities and
may adjust the average maturity of its portfolio from time to time, depending
upon its assessment of relative yields on securities of different maturities and
its expectations of future changes in interest rates. Thus, the average maturity
of a Fund's portfolio may be relatively short (under 5 years, for example) at
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some times and relatively long (over 10 years, for example) at other times.
Generally, since shorter term debt securities tend to be more stable than longer
term debt securities, the portfolio's average maturity will be shorter when
interest rates are expected to rise and longer when interest rates are expected
to fall. The effective dollar-weighted average portfolio maturity of the
Short-Term Government Fund generally will be less than three years.
Trustees' Power to Change Objectives and Policies. Except as specifically stated
to the contrary, the objectives and policies of the Funds may be changed by the
Trustees without a vote of the shareholders.
ADDITIONAL INFORMATION ABOUT INVESTMENT TECHNIQUES
The following section includes disclosure about investment practices and
techniques which may be utilized by one or more funds described in this
Statement of Additional Information. The name of each fund authorized to utilize
the technique precedes its discussion. Specific limitations and policies
regarding the use of these techniques may be found in each fund's "Investment
Objective and Policies" section, as well as in "Investment Restrictions" below.
Descriptions in this Statement of Additional Information of a particular
investment practice or technique in which a Fund may engage or a financial
instrument which a Fund may purchase are meant to describe the spectrum of
investments that Scudder Kemper Investments, Inc. (the "Investment Manager"), in
its discretion, might, but is not required to, use in managing a Fund's
portfolio assets. The Investment Manager may, in its discretion, at any time
employ such practice, technique or instrument for one or more funds but not for
all funds advised by it. Furthermore, it is possible that certain types of
financial instruments or investment techniques described herein may not be
available, permissible, economically feasible or effective for their intended
purposes in all markets. Certain practices, techniques, or instruments may not
be principal activities of a Fund but, to the extent employed, could from time
to time have a material impact on the Fund's performance.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
Adjustable Rate Securities. The interest rates paid on the adjustable rate
securities in which the Fund invests generally are readjusted at intervals of
one year or less to an increment over some predetermined interest rate index.
There are three main categories of indices: those based on U.S. Treasury
securities, those derived from a calculated measure such as a cost of funds
index and those based on a moving average of mortgage rates. Commonly used
indices include the one-year, three-year and five-year constant maturity
Treasury rates, the three-month Treasury bill rate, the 180-day Treasury bill
rate, rates on longer-term Treasury securities, the 11th District Federal Home
Loan Bank Cost of Funds, the National Median Cost of Funds, the one-month,
three-month, six-month or one-year London Interbank Offered Rate ("LIBOR"), the
prime rate of a specific bank or commercial paper rates. Some indices, such as
the one-year constant maturity Treasury rate, closely mirror changes in market
interest rate levels. Others, such as the 11th District Home Loan Bank Cost of
Funds index, tend to lag behind changes in market rate levels and tend to be
somewhat less volatile.
The Mortgage-Backed Securities either issued or guaranteed by GNMA, FHLMC or
FNMA ("Certificates") are called pass-through Certificates because a pro rata
share of both regular interest and principal payments (less GNMA's, FHLMC's or
FNMA's fees and any applicable loan servicing fees), as well as unscheduled
early prepayments on the underlying mortgage pool, are passed through monthly to
the holder of the Certificate (i.e., the Fund). The principal and interest on
GNMA securities are guaranteed by GNMA and backed by the full faith and credit
of the U.S. Government. FNMA guarantees full and timely payment of all interest
and principal, while FHLMC guarantees timely payment of interest and ultimate
collection of principal. Mortgage-Backed Securities from FNMA and FHLMC are not
backed by the full faith and credit of the United States; however, they are
generally considered to offer minimal credit risks. The yields provided by these
Mortgage-Backed Securities have historically exceeded the yields on other types
of U.S. Government Securities with comparable maturities in large measure due to
the prepayment risk discussed below.
If prepayments of principal are made on the underlying mortgages during periods
of rising interest rates, the Fund generally will be able to reinvest such
amounts in securities with a higher current rate of return. However, the Fund
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will not benefit from increases in interest rates to the extent that interest
rates rise to the point where they cause the current coupon of adjustable rate
mortgages held as investments by the Fund to exceed the maximum allowable annual
or lifetime reset limits (or "cap rates") for a particular mortgage. Also, the
Fund's net asset value could vary to the extent that current yields on
Mortgage-Backed Securities are different than market yields during interim
periods between coupon reset dates.
During periods of declining interest rates, of course, the coupon rates may
readjust downward, resulting in lower yields to the Fund. Further, because of
this feature, the value of adjustable rate mortgages is unlikely to rise during
periods of declining interest rates to the same extent as fixed-rate
instruments. As with other Mortgage-Backed Securities, interest rate declines
may result in accelerated prepayment of mortgages, and the proceeds from such
prepayments must be reinvested at lower prevailing interest rates.
One additional difference between adjustable rate mortgages and fixed rate
mortgages is that for certain types of adjustable rate mortgage securities, the
rate of amortization of principal, as well as interest payments, can and does
change in accordance with movements in a specified, published interest rate
index. The amount of interest due to an adjustable rate mortgage security holder
is calculated by adding a specified additional amount, the "margin," to the
index, subject to limitations or "caps" on the maximum and minimum interest that
is charged to the mortgagor during the life of the mortgage or to maximum and
minimum changes to that interest rate during a given period.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
Borrowing. The Fund will borrow only when the Investment Manager believes that
borrowing will benefit the Fund after taking into account considerations such as
the costs of the borrowing. Borrowing by the Fund will involve special risk
considerations. Although the principal of the Fund's borrowings will be fixed,
the Fund's assets may change in value during the time a borrowing is
outstanding, proportionately increasing exposure to capital risk.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
Collateralized Mortgage Obligations ("CMOs"). CMOs are hybrids between
mortgage-backed bonds and mortgage pass-through securities. Similar to a bond,
interest and prepaid principal are paid, in most cases, semiannually. CMOs may
be collateralized by whole mortgage loans but are more typically collateralized
by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or
Fannie Mae, and their income streams.
CMOs are structured into multiple classes, each bearing a different stated
maturity. Actual maturity and average life will depend upon the prepayment
experience of the collateral. CMOs provide for a modified form of call
protection through a de facto breakdown of the underlying pool of mortgages
according to how quickly the loans are repaid. Monthly payment of principal
received from the pool of underlying mortgages, including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity classes receive principal only after the first class has been
retired. An investor is partially guarded against a sooner than desired return
of principal because of the sequential payments. The prices of certain CMOs,
depending on their structure and the rate of prepayments, can be volatile. Some
CMOs may also not be as liquid as other securities.
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In a typical CMO transaction, a corporation issues multiple series (e.g., A, B,
C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering are used to purchase
mortgages or mortgage pass-through certificates ("Collateral"). The Collateral
is pledged to a third party trustee as security for the Bonds. Principal and
interest payments from the Collateral are used to pay principal on the Bonds in
the order A, B, C, Z. The Series A, B, and C bonds all bear current interest.
Interest on the Series Z Bond is accrued and added to principal and a like
amount is paid as principal on the Series A, B, or C Bond currently being paid
off. When the Series A, B, and C Bonds are paid in full, interest and principal
on the Series Z Bond begins to be paid currently. With some CMOs, the issuer
serves as a conduit to allow loan originators (primarily builders or savings and
loan associations) to borrow against their loan portfolios.
The principal risk of CMOs results from the rate of prepayments on underlying
mortgages serving as collateral and from the structure of the deal. An increase
or decrease in prepayment rates will affect the yield, average life and price of
CMOs.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Strategic Income Fund
Depositary Receipts. The Fund may invest in sponsored or unsponsored American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global
Depositary Receipts ("GDRs"), International Depositary Receipts ("IDRs") and
other types of Depositary Receipts (which, together with ADRs, GDRs and IDRs are
hereinafter referred to as "Depositary Receipts"). Depositary receipts provide
indirect investment in securities of foreign issuers. Prices of unsponsored
Depositary Receipts may be more volatile than if they were sponsored by the
issuer of the underlying securities. Depositary Receipts may not necessarily be
denominated in the same currency as the underlying securities into which they
may be converted. In addition, the issuers of the stock of unsponsored
Depositary Receipts are not obligated to disclose material information in the
United States and, therefore, there may not be a correlation between such
information and the market value of the Depositary Receipts. ADRs are Depositary
Receipts which are bought and sold in the United States and are typically issued
by a U.S. bank or trust company which evidence ownership of underlying
securities by a foreign corporation. GDRs, IDRs and other types of Depositary
Receipts are typically issued by foreign banks or trust companies, although they
may also be issued by United States banks or trust companies, and evidence
ownership of underlying securities issued by either a foreign or a United States
corporation. Generally, Depositary Receipts in registered form are designed for
use in the United States securities markets and Depositary Receipts in bearer
form are designed for use in securities markets outside the United States. For
purposes of the Fund's investment policies, the Fund's investments in ADRs, GDRs
and other types of Depositary Receipts will be deemed to be investments in the
underlying securities. Depositary Receipts, including those denominated in U.S.
dollars will be subject to foreign currency exchange rate risk. However, by
investing in U.S. dollar-denominated ADRs rather than directly in foreign
issuers' stock, the Fund avoids currency risks during the settlement period. In
general, there is a large, liquid market in the United States for most ADRs.
However, certain Depositary Receipts may not be listed on an exchange and
therefore may be illiquid securities.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Equities as a result of workouts. The Fund may hold equity securities received
in an exchange or workout of distressed lower-rated debt securities. A
distressed security is a security that is in default or in risk of being in
default.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
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Kemper Income and Capital Preservation Fund
Kemper Strategic Income Fund
Foreign Fixed Income Securities. Since most foreign fixed income securities are
not rated, the Fund will invest in foreign fixed income securities based on the
Investment Manager's analysis without relying on published ratings. Since such
investments will be based upon the Investment Manager's analysis rather than
upon published ratings, achievement of the Fund's goals may depend more upon the
abilities of the Investment Manager than would otherwise be the case.
The value of the foreign fixed income securities held by the Fund, and thus the
net asset value of the Fund's shares, generally will fluctuate with (a) changes
in the perceived creditworthiness of the issuers of those securities, (b)
movements in interest rates, and (c) changes in the relative values of the
currencies in which the Fund's investments in fixed income securities are
denominated with respect to the U.S. Dollar. The extent of the fluctuation will
depend on various factors, such as the average maturity of the Fund's
investments in foreign fixed income securities, and the extent to which the Fund
hedges its interest rate, credit and currency exchange rate risks. A longer
average maturity generally is associated with a higher level of volatility in
the market value of such securities in response to changes in market conditions.
Investments in sovereign debt, including Brady Bonds, involve special risks.
Brady Bonds are debt securities issued under a plan implemented to allow debtor
nations to restructure their outstanding commercial bank indebtedness. Foreign
governmental issuers of debt or the governmental authorities that control the
repayment of the debt may be unable or unwilling to repay principal or pay
interest when due. In the event of default, there may be limited or no legal
recourse in that, generally, remedies for defaults must be pursued in the courts
of the defaulting party. Political conditions, especially a sovereign entity's
willingness to meet the terms of its fixed income securities, are of
considerable significance. Also, there can be no assurance that the holders of
commercial bank loans to the same sovereign entity may not contest payments to
the holders of sovereign debt in the event of default under commercial bank loan
agreements. In addition, there is no bankruptcy proceeding with respect to
sovereign debt on which a sovereign has defaulted, and the Fund may be unable to
collect all or any part of its investment in a particular issue. Foreign
investment in certain sovereign debt is restricted or controlled to varying
degrees, including requiring governmental approval for the repatriation of
income, capital or proceed of sales by foreign investors. These restrictions or
controls may at times limit or preclude foreign investment in certain sovereign
debt or increase the costs and expenses of the Fund. Sovereign debt may be
issued as part of debt restructuring and such debt is to be considered
speculative. There is a history of defaults with respect to commercial bank
loans by public and private entities issuing Brady Bonds. All or a portion of
the interest payments and/or principal repayment with respect to Brady Bonds may
be uncollateralized.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Strategic Income Fund
Foreign Securities. Investing in foreign securities involves certain special
considerations, including those set forth below, which are not typically
associated with investing in U.S. securities and which may favorably or
unfavorably affect the Fund's performance. As foreign companies are not
generally subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to domestic
companies, there may be less publicly available information about a foreign
company than about a domestic company. Many foreign securities markets, while
growing in volume of trading activity, have substantially less volume than the
U.S. market, and securities of some foreign issuers are less liquid and more
volatile than securities of domestic issuers. Similarly, volume and liquidity in
most foreign bond markets is less than in the U.S. and, at times, volatility of
price can be greater than in the U.S. Fixed commissions on some foreign
securities exchanges and bid to asked spreads in foreign bond markets are
generally higher than commissions or bid to asked spreads on U.S. markets,
although the Investment Manager will endeavor to achieve the most favorable net
results on its portfolio transactions. There is generally less governmental
supervision and regulation of securities exchanges, brokers and listed companies
in foreign countries than in the U.S. It may be more difficult for the Fund's
agents to keep currently informed about corporate actions in foreign countries
which may affect the prices of portfolio securities. Communications between the
U.S. and foreign countries may be less reliable than within the U.S., thus
increasing the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities. Payment for securities without delivery
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may be required in certain foreign markets. In addition, with respect to certain
foreign countries, there is the possibility of expropriation or confiscatory
taxation, political or social instability, or diplomatic developments which
could affect U.S. investments in those countries. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. The
management of the Fund seeks to mitigate the risks associated with the foregoing
considerations through continuous professional management.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Strategic Income Fund
High Yield/High Risk Bonds. The Fund may purchase debt securities which are
rated below investment-grade (commonly referred to as "junk bonds"), that is,
rated below Baa by Moody's or below BBB by S&P and unrated securities judged to
be of equivalent quality as determined by the Investment Manager. These
securities usually entail greater risk (including the possibility of default or
bankruptcy of the issuers of such securities), generally involve greater
volatility of price and risk to principal and income, and may be less liquid,
than securities in the higher rating categories. The lower the ratings of such
debt securities, the more their risks render them like equity securities.
Securities rated D may be in default with respect to payment of principal or
interest. (See the Appendix to this Statement of Additional Information for a
more complete description of the ratings assigned by ratings organizations and
their respective characteristics).
Issuers of such high yielding securities often are highly leveraged and may not
have available to them more traditional methods of financing. Therefore, the
risk associated with acquiring the securities of such issuers generally is
greater than is the case with higher rated securities. For example, during an
economic downturn or or a sustained period of rising interest rates, highly
leveraged issuers of high yield securities may experience financial stress.
During such periods, such issuers may not have sufficient revenues to meet their
interest payment obligations. The issuer's ability to service its debt
obligations may also be adversely affected by specific corporate developments,
or the issuer's inability to meet specific projected business forecasts, or the
unavailability of additional financing. The risk of loss from default by the
issuer is significantly greater for the holders of high yield securities because
such securities are generally unsecured and are often subordinated to other
creditors of the issuer. Prices and yields of high yield securities will
fluctuate over time and, during periods of economic uncertainty, volatility of
high yield securities may adversely affect the Fund's net asset value. In
addition, investments in high yield zero coupon or pay-in-kind bonds, rather
than income-bearing high yield securities, may be more speculative and may be
subject to greater fluctuations in value due to changes in interest rates.
The Fund may have difficulty disposing of certain high yield (high risk)
securities because they may have a thin trading market. Because not all dealers
maintain markets in all high yield securities, the Fund anticipates that such
securities could be sold only to a limited number of dealers or institutional
investors. The lack of a liquid secondary market may have an adverse effect on
the market price and 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 the Fund's assets. Market quotations generally are
available on many high yield issues only from a limited number of dealers and
may not necessarily represent firm bids of such dealers or prices for actual
sales. Adverse publicity and investor perceptions may decrease the values and
liquidity of high yield securities. These securities may also involve special
registration responsibilities, liabilities and costs, and liquidity and
valuation difficulties.
Credit quality in the high-yield securities market can change suddenly and
unexpectedly, and even recently-issued credit ratings may not fully reflect the
actual risks posed by a particular high-yield security. For these reasons, it is
generally the policy of the Investment Manager not to rely exclusively on
ratings issued by established credit rating agencies, but to supplement such
ratings with its own independent and on-going review of credit quality. The
achievement of the Fund's investment objective by investment in such securities
may be more dependent on the Investment Manager's credit analysis than is the
case for higher quality bonds. Should the rating of a portfolio security be
downgraded, the Investment Manager will determine whether it is in the best
interests of the Fund to retain or dispose of such security.
Prices for below investment-grade securities may be affected by legislative and
regulatory developments. Also, Congress has from time to time considered
legislation which would restrict or eliminate the corporate tax deduction for
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interest payments in these securities and regulate corporate restructurings.
Such legislation may significantly depress the prices of outstanding securities
of this type.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Strategic Income Fund
Investing in Emerging Markets. The Fund's investments in foreign securities may
be in developed countries or in countries considered by the Fund's Investment
Manager to have developing or "emerging" markets, which involves exposure to
economic structures that are generally less diverse and mature than in the
United States, and to political systems that may be less stable. A developing or
emerging market country can be considered to be a country that is in the initial
stages of its industrialization cycle. Currently, emerging markets generally
include every country in the world other than the United States, Canada, Japan,
Australia, New Zealand, Hong Kong, Singapore and most Western European
countries. Currently, investing in many emerging markets may not be desirable or
feasible because of the lack of adequate custody arrangements for the Fund's
assets, overly burdensome repatriation and similar restrictions, the lack of
organized and liquid securities markets, unacceptable political risks or other
reasons. As opportunities to invest in securities in emerging markets develop,
the Fund may expand and further broaden the group of emerging markets in which
it invests. In the past, markets of developing or emerging market countries have
been more volatile than the markets of developed countries; however, such
markets often have provided higher rates of return to investors. The Investment
Manager believes that these characteristics may be expected to continue in the
future.
Most emerging securities markets have substantially less volume and are subject
to less governmental supervision than U.S. securities markets. Securities of
many issuers in emerging markets may be less liquid and more volatile than
securities of comparable domestic issuers. In addition, there is less regulation
of securities exchanges, securities dealers, and listed and unlisted companies
in emerging markets than in the U.S.
Emerging markets also have different clearance and settlement procedures, and in
certain markets there have been times when settlements have not kept pace with
the volume of securities transactions. Delays in settlement could result in
temporary periods when a portion of the assets of the Fund is uninvested and no
return is earned thereon. The inability of the Fund to make intended security
purchases due to settlement problems could cause the Fund to miss attractive
investment opportunities. Inability to dispose of portfolio securities due to
settlement problems could result either in losses to the Fund due to subsequent
declines in value of the portfolio security or, if the Fund has entered into a
contract to sell the security, could result in possible liability to the
purchaser. Costs associated with transactions in foreign securities are
generally higher than costs associated with transactions in U.S. securities.
Such transactions also involve additional costs for the purchase or sale of
foreign currency.
Certain emerging markets require prior governmental approval of investments by
foreign persons, limit the amount of investment by foreign persons in a
particular company, limit the investment by foreign persons only to a specific
class of securities of a company that may have less advantageous rights than the
classes available for purchase by domiciliaries of the countries and/or impose
additional taxes on foreign investors. Certain emerging markets may also
restrict investment opportunities in issuers in industries deemed important to
national interest.
Certain emerging markets may require governmental approval for the repatriation
of investment income, capital or the proceeds of sales of securities by foreign
investors. In addition, if a deterioration occurs in an emerging market's
balance of payments or for other reasons, a country could impose temporary
restrictions on foreign capital remittances. The Fund could be adversely
affected by delays in, or a refusal to grant, any required governmental approval
for repatriation of capital, as well as by the application to the Fund of any
restrictions on investments.
In the course of investment in emerging markets, the Fund will be exposed to the
direct or indirect consequences of political, social and economic changes in one
or more emerging markets. While the Fund will manage its assets in a manner that
will seek to minimize the exposure to such risks, there can be no assurance that
adverse political, social or economic changes will not cause the Fund to suffer
a loss of value in respect of the securities in the Fund's portfolio.
The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for the Fund's securities in such markets may
not be readily available. TheFund may suspend redemption of its shares for any
period during which an emergency exists, as determined by the Securities and
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Exchange Commission. Accordingly if the Fund believes that appropriate
circumstances exist, it will promptly apply to the Securities and Exchange
Commissionfor a determination that an emergency is present. During the period
commencing from the Fund's identification of such condition until the date of
the Securities and Exchange Commission action, the Fund's securities in the
affected markets will be valued at fair value determined in good faith by or
under the direction of the Fund's Board.
Volume and liquidity in most foreign markets are less than in the U.S., and
securities of many foreign companies are less liquid and more volatile than
securities of comparable U.S. companies. Fixed commissions on foreign securities
exchanges are generally higher than negotiated commissions on U.S. exchanges,
although the Fund endeavors to achieve the most favorable net results on its
portfolio transactions. There is generally less government supervision and
regulation of business and industry practices, securities exchanges, brokers,
dealers and listed companies than in the U.S. Mail service between the U.S. and
foreign countries may be slower or less reliable than within the U.S., thus
increasing the risk of delayed settlements of portfolio transactions or loss of
certificates for certificated portfolio securities. In addition, with respect to
certain emerging markets, there is the possibility of expropriation or
confiscatory taxation, political or social instability, or diplomatic
developments which could affect the Fund's investments in those countries.
Moreover, individual emerging market economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position.
The Fund may have limited legal recourse in the event of a default with respect
to certain debt obligations it holds. If the issuer of a fixed-income security
owned by the Fund defaults, the Fund may incur additional expenses to seek
recovery. Debt obligations issued by emerging market country governments differ
from debt obligations of private entities; remedies from defaults on debt
obligations issued by emerging market governments, unlike those on private debt,
must be pursued in the courts of the defaulting party itself. The Fund's ability
to enforce its rights against private issuers may be limited. The ability to
attach assets to enforce a judgment may be limited. Legal recourse is therefore
somewhat diminished. Bankruptcy, moratorium and other similar laws applicable to
private issuers of debt obligations may be substantially different from those of
other countries. The political context, expressed as an emerging market
governmental issuer's willingness to meet the terms of the debt obligation, for
example, is of considerable importance. In addition, no assurance can be given
that the holders of commercial bank debt may not contest payments to the holders
of debt obligations in the event of default under commercial bank loan
agreements.
Income from securities held by the Fund could be reduced by a withholding tax at
the source or other taxes imposed by the emerging market countries in which the
Fund makes its investments. The Fund's net asset value may also be affected by
changes in the rates or methods of taxation applicable to the Fund or to
entities in which the Fund has invested. The Investment Manager will consider
the cost of any taxes in determining whether to acquire any particular
investments, but can provide no assurance that the taxes will not be subject to
change.
Many emerging markets have experienced substantial, and, in some periods,
extremely high rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain emerging market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain countries. Of these countries, some, in recent years, have
begun to control inflation through prudent economic policies.
Emerging market governmental issuers are among the largest debtors to commercial
banks, foreign governments, international financial organizations and other
financial institutions. Certain emerging market governmental issuers have not
been able to make payments of interest on or principal of debt obligations as
those payments have come due. Obligations arising from past restructuring
agreements may affect the economic performance and political and social
stability of those issuers.
Governments of many emerging market countries have exercised and continue to
exercise substantial influence over many aspects of the private sector through
the ownership or control of many companies, including some of the largest in any
given country. As a result, government actions in the future could have a
significant effect on economic conditions in emerging markets, which in turn,
may adversely affect companies in the private sector, general market conditions
and prices and yields of certain of the securities in the Fund's portfolio.
Expropriation, confiscatory taxation, nationalization, political, economic or
social instability or other similar developments have occurred frequently over
the history of certain emerging markets and could adversely affect the Fund's
assets should these conditions recur.
The ability of emerging market country governmental issuers to make timely
payments on their obligations is likely to be influenced strongly by the
issuer's balance of payments, including export performance, and its access to
international credits and investments. An emerging market whose exports are
concentrated in a few commodities could be vulnerable to a decline in the
international prices of one or more of those commodities. Increased
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protectionism on the part of an emerging market's trading partners could also
adversely affect the country's exports and diminish its trade account surplus,
if any. To the extent that emerging markets receive payment for its exports in
currencies other than dollars or non-emerging market currencies, its ability to
make debt payments denominated in dollars or non-emerging market currencies
could be affected.
Another factor bearing on the ability of emerging market countries to repay debt
obligations is the level of international reserves of the country. Fluctuations
in the level of these reserves affect the amount of foreign exchange readily
available for external debt payments and thus could have a bearing on the
capacity of emerging market countries to make payments on these debt
obligations.
To the extent that an emerging market country cannot generate a trade surplus,
it must depend on continuing loans from foreign governments, multilateral
organizations or private commercial banks, aid payments from foreign governments
and inflows of foreign investment. The access of emerging markets to these forms
of external funding may not be certain, and a withdrawal of external funding
could adversely affect the capacity of emerging market country governmental
issuers to make payments on their obligations. In addition, the cost of
servicing emerging market debt obligations can be affected by a change in
international interest rates since the majority of these obligations carry
interest rates that are adjusted periodically based upon international rates.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
Interfund Borrowing and Lending Program. The Fund has received exemptive relief
from the SEC which permits the Fund to participate in an interfund lending
program among certain investment companies advised by the Manager. The interfund
lending program allows the participating funds to borrow money from and loan
money to each other for temporary or emergency purposes. The program is subject
to a number of conditions designed to ensure fair and equitable treatment of all
participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a
rate approximating the lowest interest rate at which bank loans would be
available to any of the participating funds under a loan agreement; and (2) no
fund may lend money through the program unless it receives a more favorable
return than that available from an investment in repurchase agreements and, to
the extent applicable, money market cash sweep arrangements. In addition, a fund
may participate in the program only if and to the extent that such participation
is consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent the Fund is actually engaged in borrowing
through the interfund lending program, the Fund, as a matter of non-fundamental
policy, may not borrow for other than temporary or emergency purposes (and not
for leveraging), except that the Fund may engage in reverse repurchase
agreements and dollar rolls for any purpose.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
Investment-Grade Bonds. The Fund may purchase "investment-grade" bonds, which
are those rated Aaa, Aa, A or Baa by Moody's or AAA, AA, A or BBB by S&P or, if
unrated, judged to be of equivalent quality as determined by the Investment
Manager. Moody's considers bonds it rates Baa to have speculative elements as
well as investment-grade characteristics. To the extent that the Fund invests in
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higher-grade securities, the Fund will not be able to avail itself of
opportunities for higher income which may be available at lower grades.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Mortgage Fund
Lending of Portfolio Securities. The Fund may seek to increase its income by
lending portfolio securities. Such loans may be made to registered
broker/dealers or other financial institutions, and are required to be secured
continuously by collateral in cash or liquid assets, maintained on a current
basis at an amount at least equal to the market value and accrued interest of
the securities loaned. The Fund has the right to call a loan and obtain the
securities loaned on five days' notice or, in connection with securities trading
on foreign markets, within such longer period of time which coincides with the
normal settlement period for purchases and sales of such securities in such
foreign markets. During the existence of a loan, the Fund continues to receive
the equivalent of any distributions paid by the issuer on the securities loaned
and also receives compensation based on investment of the collateral. The risks
in lending securities, as with other extensions of secured credit, consist of a
possible delay in recovery and a loss of rights in the collateral should the
borrower of the securities fail financially. Loans may be made only to firms
deemed by the Investment Manager to be of good standing and will not be made
unless, in the judgment of the Investment Manager, the consideration to be
earned from such loans would justify the risk.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Strategic Income Fund
Privatized Enterprises. Investments in foreign securities may include securities
issued by enterprises that have undergone or are currently undergoing
privatization. The governments of certain foreign countries have, to varying
degrees, embarked on privatization programs contemplating the sale of all or
part of their interests in state enterprises. The Fund's investments in the
securities of privatized enterprises may include privately negotiated
investments in a government or state-owned or controlled company or enterprise
that has not yet conducted an initial equity offering, investments in the
initial offering of equity securities of a state enterprise or former state
enterprise and investments in the securities of a state enterprise following its
initial equity offering.
In certain jurisdictions, the ability of foreign entities, such as the Fund, to
participate in privatizations may be limited by local law, or the price or terms
on which the Fund may be able to participate may be less advantageous than for
local investors. Moreover, there can be no assurance that governments that have
embarked on privatization programs will continue to divest their ownership of
state enterprises, that proposed privatizations will be successful or that
governments will not re-nationalize enterprises that have been privatized.
In the case of the enterprises in which the Fund may invest, large blocks of the
stock of those enterprises may be held by a small group of stockholders, even
after the initial equity offerings by those enterprises. The sale of some
portion or all of those blocks could have an adverse effect on the price of the
stock of any such enterprise.
Prior to making an initial equity offering, most state enterprises or former
state enterprises go through an internal reorganization or management. Such
reorganizations are made in an attempt to better enable these enterprises to
compete in the private sector. However, certain reorganizations could result in
a management team that does not function as well as an enterprise's prior
management and may have a negative effect on such enterprise. In addition, the
privatization of an enterprise by its government may occur over a number of
years, with the government continuing to hold a controlling position in the
enterprise even after the initial equity offering for the enterprise.
Prior to privatization, most of the state enterprises in which the Fund may
invest enjoy the protection of and receive preferential treatment from the
respective sovereigns that own or control them. After making an initial equity
offering, these enterprises may no longer have such protection or receive such
preferential treatment and may become subject to market competition from which
they were previously protected. Some of these enterprises may not be able to
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operate effectively in a competitive market and may suffer losses or experience
bankruptcy due to such competition.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
Repurchase Agreements. The Fund may invest in repurchase agreements pursuant to
its investment guidelines. In a repurchase agreement, the Fund acquires
ownership of a security and simultaneously commits to resell that security to
the seller, typically a bank or broker/dealer.
A repurchase agreement provides a means for the Fund to earn income on funds for
periods as short as overnight. It is an arrangement under which the purchaser
(i.e., the Fund) acquires a security ("Obligation") and the seller agrees, at
the time of sale, to repurchase the Obligation at a specified time and price.
Securities subject to a repurchase agreement are held in a segregated account
and, as described in more detail below, the value of such securities is kept at
least equal to the repurchase price on a daily basis. The repurchase price may
be higher than the purchase price, the difference being income to the Fund, or
the purchase and repurchase prices may be the same, with interest at a stated
rate due to the Fund together with the repurchase price upon repurchase. In
either case, the income to the Fund is unrelated to the interest rate on the
Obligation itself. Obligations will be held by the custodian or in the Federal
Reserve Book Entry System.
It is not clear whether a court would consider the Obligation purchased by the
Fund subject to a repurchase agreement as being owned by the Fund or as being
collateral for a loan by the Fund to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, the Fund may encounter delay and incur costs before being able to
sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterizes the transaction as a loan and the
Fund has not perfected a security interest in the Obligation, the Fund may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, the Fund would be at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt Obligation purchased for the Fund, the
Investment Manager seeks to reduce the risk of loss through repurchase
agreements by analyzing the creditworthiness of the obligor, in this case the
seller of the Obligation. Apart from the risk of bankruptcy or insolvency
proceedings, there is also the risk that the seller may fail to repurchase the
Obligation, in which case the Fund may incur a loss if the proceeds to the Fund
of the sale to a third party are less than the repurchase price. However, if the
market value (including interest) of the Obligation subject to the repurchase
agreement becomes less than the repurchase price (including interest), the Fund
will direct the seller of the Obligation to deliver additional securities so
that the market value (including interest) of all securities subject to the
repurchase agreement will equal or exceed the repurchase price.
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Mortgage Fund
Short Sales Against the Box. The Fund may make short sales of common stocks if,
at all times when a short position is open, the Fund owns the stock or owns
preferred stocks or debt securities convertible or exchangeable, without payment
of further consideration, into the shares of common stock sold short. Short
sales of this kind are referred to as short sales "against the box." The
broker/dealer that executes a short sale generally invests cash proceeds of the
sale until they are paid to the Fund. Arrangements may be made with the
broker/dealer to obtain a portion of the interest earned by the broker on the
investment of short sale proceeds. The Fund will segregate the common stock or
convertible or exchangeable preferred stock or debt securities in a special
account with the custodian.
Uncertainty regarding the tax effects of short sales of appreciated investments
may limit the extent to which the Fund may enter into short sales against the
box.
Kemper High Yield Fund
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Kemper High Yield Opportunity Fund
Stand-by Commitments. A stand-by commitment is a right acquired by the Fund,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at the Fund's option, at a specified price.
Stand-by commitments are also known as "puts." The exercise by the Fund of a
stand-by commitment is subject to the ability of the other party to fulfill its
contractual commitment.
Stand-by commitments acquired by the Fund will have the following features: (1)
they will be in writing and will be physically held by the Fund's custodian; (2)
the Fund's right to exercise them will be unconditional and unqualified; (3)
they will be entered into only with sellers which in the Investment Manager's
opinion present a minimal risk of default; (4) although stand-by commitments
will not be transferable, municipal obligations purchased subject to such
commitments may be sold to a third party at any time, even though the commitment
is outstanding; and (5) their exercise price will be (i) the Fund's acquisition
cost (excluding any accrued interest which the Fund paid on their acquisition),
less any amortized market premium or plus any amortized original issue discount
during the period the Fund owned the securities, plus (ii) all interest accrued
on the securities since the last interest payment date.
The Fund expects that stand-by commitments generally will be available without
the payment of any direct or indirect consideration. However, if necessary or
advisable, the Fund will pay for stand-by commitments, either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to the commitments.
It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Investment Manager will
determine that stand-by commitments ordinarily have a "fair value" of zero,
regardless of whether any direct or indirect consideration was paid. However, if
the market price of the security subject to the stand-by commitment is less than
the exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where the Fund has paid for a stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.
The Investment Manager understands that the Internal Revenue Service (the
"Service") has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The Service
has also issued private letter rulings to certain taxpayers (which do not serve
as precedent for other taxpayers) to the effect that tax-exempt interest
received by a regulated investment company with respect to such obligations will
be tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The Service has subsequently
announced that it will not ordinarily issue advance ruling letters as to the
identity of the true owner of property in cases involving the sale of securities
or participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. The Fund intends to take the position that it owns any
municipal obligations acquired subject to a Stand-by Commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the Service will agree with
such position in any particular case.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
Strategic Transactions and Derivatives. Each Fund may, but are not required to,
utilize various other investment strategies as described below for a variety of
purposes, such as hedging various market risks, managing the effective maturity
or duration of the fixed-income securities in each Fund's portfolio or enhancing
potential gain. These strategies may be executed through the use of derivative
contracts.
In the course of pursuing these investment strategies, a Fund may
purchase and sell exchange-listed and over-the-counter put and call options on
securities, equity and fixed-income indices and other instruments, purchase and
sell futures contracts and options thereon, enter into various transactions such
as swaps, caps, floors, collars, currency forward contracts, currency futures
contracts, currency swaps or options on currencies, or currency futures and
16
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various other currency transactions (collectively, all the above are called
"Strategic Transactions"). In addition, strategic transactions may also include
new techniques, instruments or strategies that are permitted as regulatory
changes occur. Strategic Transactions may be used without limit (subject to
certain limits imposed by the 1940 Act) to attempt to protect against possible
changes in the market value of securities held in or to be purchased for a
Fund's portfolio resulting from securities markets or currency exchange rate
fluctuations, to protect a Fund's unrealized gains in the value of its portfolio
securities, to facilitate the sale of such securities for investment purposes,
to manage the effective maturity or duration of a Fund's portfolio, or to
establish a position in the derivatives markets as a substitute for purchasing
or selling particular securities. Some Strategic Transactions may also be used
to enhance potential gain although no more than 5% of a Fund's assets will be
committed to Strategic Transactions entered into for non-hedging purposes. Any
or all of these investment techniques may be used at any time and in any
combination, and there is no particular strategy that dictates the use of one
technique rather than another, as use of any Strategic Transaction is a function
of numerous variables including market conditions. The ability of a Fund to
utilize these Strategic Transactions successfully will depend on the Investment
Manager's ability to predict pertinent market movements, which cannot be
assured. Each Fund will comply with applicable regulatory requirements when
implementing these strategies, techniques and instruments. Strategic
Transactions will not be used to alter fundamental investment purposes and
characteristics of the Fund, and the Fund will segregate assets (or as provided
by applicable regulations, enter into certain offsetting positions) to cover its
obligations under options, futures and swaps to limit leveraging of the Fund.
Strategic Transactions, including derivative contracts, have risks
associated with them including possible default by the other party to the
transaction, illiquidity and, to the extent the Investment Manager's view as to
certain market movements is incorrect, the risk that the use of such Strategic
Transactions could result in losses greater than if they had not been used. Use
of put and call options may result in losses to a Fund, force the sale or
purchase of portfolio securities at inopportune times or for prices higher than
(in the case of put options) or lower than (in the case of call options) current
market values, limit the amount of appreciation a Fund can realize on its
investments or cause a Fund to hold a security it might otherwise sell. The use
of currency transactions can result in a Fund incurring losses as a result of a
number of factors including the imposition of exchange controls, suspension of
settlements, or the inability to deliver or receive a specified currency. The
use of options and futures transactions entails certain other risks. In
particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related portfolio position of a
Fund creates the possibility that losses on the hedging instrument may be
greater than gains in the value of a Fund's position. In addition, futures and
options markets may not be liquid in all circumstances and certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring substantial
losses, if at all. Although the use of futures and options transactions for
hedging should tend to minimize the risk of loss due to a decline in the value
of the hedged position, at the same time they tend to limit any potential gain
which might result from an increase in value of such position. Finally, the
daily variation margin requirements for futures contracts would create a greater
ongoing potential financial risk than would purchases of options, where the
exposure is limited to the cost of the initial premium. Losses resulting from
the use of Strategic Transactions would reduce net asset value, and possibly
income, and such losses can be greater than if the Strategic Transactions had
not been utilized.
General Characteristics of Options. Put options and call options typically have
similar structural characteristics and operational mechanics regardless of the
underlying instrument on which they are purchased or sold. Thus, the following
general discussion relates to each of the particular types of options discussed
in greater detail below. In addition, many Strategic Transactions involving
options require segregation of Fund assets in special accounts, as described
below under "Use of Segregated and Other Special Accounts."
A put option gives the purchaser of the option, upon payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
For instance, a Fund's purchase of a put option on a security might be designed
to protect its holdings in the underlying instrument (or, in some cases, a
similar instrument) against a substantial decline in the market value by giving
a Fund the right to sell such instrument at the option exercise price. A call
option, upon payment of a premium, gives the purchaser of the option the right
to buy, and the seller the obligation to sell, the underlying instrument at the
exercise price. A Fund's purchase of a call option on a security, financial
future, index, currency or other instrument might be intended to protect a Fund
against an increase in the price of the underlying instrument that it intends to
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purchase in the future by fixing the price at which it may purchase such
instrument. An American style put or call option may be exercised at any time
during the option period while a European style put or call option may be
exercised only upon expiration or during a fixed period prior thereto. Each Fund
is authorized to purchase and sell exchange listed options and over-the-counter
options ("OTC options"). Exchange listed options are issued by a regulated
intermediary such as the Options Clearing Corporation ("OCC"), which guarantees
the performance of the obligations of the parties to such options. The
discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.
With certain exceptions, OCC issued and exchange listed options
generally settle by physical delivery of the underlying security or currency,
although in the future cash settlement may become available. Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is "in-the-money" (i.e., where the value of the underlying instrument
exceeds, in the case of a call option, or is less than, in the case of a put
option, the exercise price of the option) at the time the option is exercised.
Frequently, rather than taking or making delivery of the underlying instrument
through the process of exercising the option, listed options are closed by
entering into offsetting purchase or sale transactions that do not result in
ownership of the new option.
A Fund's ability to close out its position as a purchaser or seller of
an OCC or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. Each
Fund will only sell OTC options (other than OTC currency options) that are
subject to a buy-back provision permitting a Fund to require the Counterparty to
sell the option back to a Fund at a formula price within seven days. Each Fund
expects generally to enter into OTC options that have cash settlement
provisions, although it is not required to do so.
Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty fails to
make or take delivery of the security, currency or other instrument underlying
an OTC option it has entered into with a Fund or fails to make a cash settlement
payment due in accordance with the terms of that option, a Fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Accordingly, the Investment Manager must assess the
creditworthiness of each such Counterparty or any guarantor or credit
enhancement of the Counterparty's credit to determine the likelihood that the
terms of the OTC option will be satisfied. Each Fund will engage in OTC option
transactions only with U.S. government securities dealers recognized by the
Federal Reserve Bank of New York as "primary dealers" or broker/dealers,
domestic or foreign banks or other financial institutions which have received
(or the guarantors of the obligation of which have received) a short-term credit
rating of A-1 from S&P or P-1 from Moody's or an equivalent rating from any
nationally recognized statistical rating organization ("NRSRO") or, in the case
of OTC currency transactions, are determined to be of equivalent credit quality
by the Investment Manager. The staff of the Securities and Exchange Commission
(the "SEC") currently takes the position that OTC options purchased by a Fund,
and portfolio securities "covering" the amount of a Fund's obligation pursuant
to an OTC option sold by it (the cost of the sell-back plus the in-the-money
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amount, if any) are illiquid, and are subject to each Fund's limitation on
investing no more than 15% of its net assets in illiquid securities.
If a Fund sells a call option, the premium that it receives may serve
as a partial hedge, to the extent of the option premium, against a decrease in
the value of the underlying securities or instruments in its portfolio or will
increase a Fund's income. The sale of put options can also provide income.
Each Fund may purchase and sell call options on securities including
U.S. Treasury and agency securities, mortgage-backed securities, foreign
sovereign debt, corporate debt securities, equity securities (including
convertible securities) and Eurodollar instruments that are traded on U.S. and
foreign securities exchanges and in the over-the-counter markets, and on
securities indices, currencies and futures contracts. All calls sold by a Fund
must be "covered" (i.e., a Fund must own the securities or futures contract
subject to the call) or must meet the asset segregation requirements described
below as long as the call is outstanding. Even though a Fund will receive the
option premium to help protect it against loss, a call sold by a Fund exposes
that Fund during the term of the option to possible loss of opportunity to
realize appreciation in the market price of the underlying security or
instrument and may require that Fund to hold a security or instrument which it
might otherwise have sold.
Each Fund may purchase and sell put options on securities including
U.S. Treasury and agency securities, mortgage-backed securities, foreign
sovereign debt, corporate debt securities, equity securities (including
convertible securities) and Eurodollar instruments (whether or not it holds the
above securities in its portfolio), and on securities indices, currencies and
futures contracts other than futures on individual corporate debt and individual
equity securities. Each Fund will not sell put options if, as a result, more
than 50% of a Fund's total assets would be required to be segregated to cover
its potential obligations under such put options other than those with respect
to futures and options thereon. In selling put options, there is a risk that a
Fund may be required to buy the underlying security at a disadvantageous price
above the market price.
General Characteristics of Futures. Each Fund may enter into futures contracts
or purchase or sell put and call options on such futures as a hedge against
anticipated interest rate, currency or equity market changes, and for duration
management, risk management, and return enhancement purposes. Futures are
generally bought and sold on the commodities exchanges where they are listed,
with payment of initial and variation margin as described below. The sale of a
futures contract creates a firm obligation by a Fund, as seller, to deliver to
the buyer the specific type of instrument called for in the contract at a
specific future time for a specified price (or, with respect to index futures
and Eurodollar instruments, the net cash amount). Options on futures contracts
are similar to options on securities except that an option on a futures contract
gives the purchaser the right in return for the premium paid to assume a
position in a futures contract and obligates the seller to deliver such
position.
Each Fund's use of futures and options thereon will in all cases be
consistent with applicable regulatory requirements and in particular the rules
and regulations of the Commodity Futures Trading Commission and will be entered
into for bona fide hedging, risk management (including duration management) or
other portfolio and return enhancement management purposes. Typically,
maintaining a futures contract or selling an option thereon requires a Fund to
deposit with a financial intermediary as security for its obligations an amount
of cash or other specified assets (initial margin) which initially is typically
1% to 10% of the face amount of the contract (but may be higher in some
circumstances). Additional cash or assets (variation margin) may be required to
be deposited thereafter on a daily basis as the mark to market value of the
contract fluctuates. The purchase of an option on financial futures involves
payment of a premium for the option without any further obligation on the part
of a Fund. If a Fund exercises an option on a futures contract it will be
obligated to post initial margin (and potential subsequent variation margin) for
the resulting futures position just as it would for any position. Futures
contracts and options thereon are generally settled by entering into an
offsetting transaction but there can be no assurance that the position can be
offset prior to settlement at an advantageous price, nor that delivery will
occur.
Each Fund will not enter into a futures contract or related option
(except for closing transactions) if, immediately thereafter, the sum of the
amount of its initial margin and premiums on open futures contracts and options
thereon would exceed 5% of that Fund's total assets (taken at current value);
however, in the case of an option that is in-the-money at the time of the
purchase, the in-the-money amount may be excluded in calculating the 5%
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limitation. The segregation requirements with respect to futures contracts and
options thereon are described below.
Options on Securities Indices and Other Financial Indices. Each Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through the sale or purchase of options on individual securities or other
instruments. Options on securities indices and other financial indices are
similar to options on a security or other instrument except that, rather than
settling by physical delivery of the underlying instrument, they settle by cash
settlement, i.e., an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds, in the case of a call, or is less than,
in the case of a put, the exercise price of the option (except if, in the case
of an OTC option, physical delivery is specified). This amount of cash is equal
to the excess of the closing price of the index over the exercise price of the
option, which also may be multiplied by a formula value. The seller of the
option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments making up the market, market segment, industry or
other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.
Currency Transactions. Each Fund may engage in currency transactions with
Counterparties primarily in order to hedge, or manage the risk of the value of
portfolio holdings denominated in particular currencies against fluctuations in
relative value. Currency transactions include forward currency contracts,
exchange listed currency futures, exchange listed and OTC options on currencies,
and currency swaps. A forward currency contract involves a privately negotiated
obligation to purchase or sell (with delivery generally required) a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. A currency swap is an agreement to exchange cash flows based on the
notional difference among two or more currencies and operates similarly to an
interest rate swap, which is described below. Each Fund may enter into currency
transactions with Counterparties which have received (or the guarantors of the
obligations which have received) a credit rating of A-1 or P-1 by S&P or
Moody's, respectively, or that have an equivalent rating from a NRSRO or (except
for OTC currency options) are determined to be of equivalent credit quality by
the Investment Manager.
Each Fund's dealings in forward currency contracts and other currency
transactions such as futures, options, options on futures and swaps generally
will be limited to hedging involving either specific transactions or portfolio
positions except as described below. Transaction hedging is entering into a
currency transaction with respect to specific assets or liabilities of a Fund,
which will generally arise in connection with the purchase or sale of its
portfolio securities or the receipt of income therefrom. Position hedging is
entering into a currency transaction with respect to portfolio security
positions denominated or generally quoted in that currency.
Each Fund generally will not enter into a transaction to hedge currency
exposure to an extent greater, after netting all transactions intended wholly or
partially to offset other transactions, than the aggregate market value (at the
time of entering into the transaction) of the securities held in its portfolio
that are denominated or generally quoted in or currently convertible into such
currency, other than with respect to proxy hedging or cross hedging as described
below.
Each Fund may also cross-hedge currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which that Fund has or in which that Fund
expects to have portfolio exposure.
To reduce the effect of currency fluctuations on the value of existing
or anticipated holdings of portfolio securities, each Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which a Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a commitment or option to sell a currency whose
changes in value are generally considered to be correlated to a currency or
currencies in which some or all of a Fund's portfolio securities are or are
expected to be denominated, in exchange for U.S. dollars. The amount of the
commitment or option would not exceed the value of that Fund's securities
denominated in correlated currencies. For example, if the Investment Manager
considers that the Austrian schilling is correlated to the German deutschemark
(the "D-mark"), a Fund holds securities denominated in schillings and the
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Investment Manager believes that the value of schillings will decline against
the U.S. dollar, the Investment Manager may enter into a commitment or option to
sell D-marks and buy dollars. Currency hedging involves some of the same risks
and considerations as other transactions with similar instruments. Currency
transactions can result in losses to a Fund if the currency being hedged
fluctuates in value to a degree or in a direction that is not anticipated.
Further, there is the risk that the perceived correlation between various
currencies may not be present or may not be present during the particular time
that a Fund is engaging in proxy hedging. If a Fund enters into a currency
hedging transaction, that Fund will comply with the asset segregation
requirements described below.
Risks of Currency Transactions. Currency transactions are subject to risks
different from those of other portfolio transactions. Because currency control
is of great importance to the issuing governments and influences economic
planning and policy, purchases and sales of currency and related instruments can
be negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to a Fund if it is unable to deliver or receive currency or funds in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs. Buyers and sellers of currency futures are subject to the
same risks that apply to the use of futures generally. Further, settlement of a
currency futures contract for the purchase of most currencies must occur at a
bank based in the issuing nation. Trading options on currency futures is
relatively new, and the ability to establish and close out positions on such
options is subject to the maintenance of a liquid market which may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.
Combined Transactions. Each Fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions ("component" transactions), instead of a single Strategic
Transaction, as part of a single or combined strategy when, in the opinion of
the Investment Manager, it is in the best interests of a Fund to do so. A
combined transaction will usually contain elements of risk that are present in
each of its component transactions. Although combined transactions are normally
entered into based on the Investment Manager's judgment that the combined
strategies will reduce risk or otherwise more effectively achieve the desired
portfolio management goal, it is possible that the combination will instead
increase such risks or hinder achievement of the portfolio management objective.
Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which
each Fund may enter are interest rate, currency, index and other swaps and the
purchase or sale of related caps, floors and collars. Each Fund expects to enter
into these transactions primarily to preserve a return or spread on a particular
investment or portion of its portfolio, to protect against currency
fluctuations, as a duration management technique or to protect against any
increase in the price of securities a Fund anticipates purchasing at a later
date. Each Fund will not sell interest rate caps or floors where it does not own
securities or other instruments providing the income stream a Fund may be
obligated to pay. Interest rate swaps involve the exchange by a Fund with
another party of their respective commitments to pay or receive interest, e.g.,
an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal. A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference indices. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.
Each Fund will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with a Fund receiving or paying, as the case may
be, only the net amount of the two payments. Inasmuch as the Fund will segregate
assets (or enter into offsetting positions) to cover its obligations under
swaps, the Investment Manager and the Funds believe such obligations do not
constitute senior securities under the 1940 Act and, accordingly, will not treat
them as being subject to its borrowing restrictions. Each Fund will not enter
into any swap, cap, floor or collar transaction unless, at the time of entering
into such transaction, the unsecured long-term debt of the Counterparty,
combined with any credit enhancements, is rated at least A by S&P or Moody's or
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has an equivalent rating from a NRSRO or is determined to be of equivalent
credit quality by the Investment Manager. If there is a default by the
Counterparty, the Fund may have contractual remedies pursuant to the agreements
related to the transaction. The swap market has grown substantially in recent
years with a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. As a result,
the swap market has become relatively liquid. Caps, floors and collars are more
recent innovations for which standardized documentation has not yet been fully
developed and, accordingly, they are less liquid than swaps.
Eurodollar Instruments. Each Fund may make investments in Eurodollar
instruments. Eurodollar instruments are U.S. dollar-denominated futures
contracts or options thereon which are linked to the London Interbank Offered
Rate ("LIBOR"), although foreign currency-denominated instruments are available
from time to time. Eurodollar futures contracts enable purchasers to obtain a
fixed rate for the lending of funds and sellers to obtain a fixed rate for
borrowings. The Funds might use Eurodollar futures contracts and options thereon
to hedge against changes in LIBOR, to which many interest rate swaps and
fixed-income instruments are linked.
Risks of Strategic Transactions Outside the U.S. When conducted outside the
U.S., Strategic Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees, and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of such positions also
could be adversely affected by: (i) other complex foreign political, legal and
economic factors, (ii) lesser availability than in the U.S. of data on which to
make trading decisions, (iii) delays in a Fund's ability to act upon economic
events occurring in foreign markets during non-business hours in the U.S., (iv)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the U.S., and (v) lower trading volume and
liquidity.
Use of Segregated and Other Special Accounts. Many Strategic Transactions, in
addition to other requirements, require that the Funds segregate cash or liquid
assets with its custodian to the extent that obligations are not otherwise
"covered" through ownership of the underlying security, financial instrument or
currency. In general, either the full amount of any obligation by a Fund to pay
or deliver securities or assets must be covered at all times by the securities,
instruments or currency required to be delivered, or, subject to any regulatory
restrictions, an amount of cash or liquid assets at least equal to the current
amount of the obligation must be segregated with the custodian. The segregated
assets cannot be sold or transferred unless equivalent assets are substituted in
their place or it is no longer necessary to segregate them. For example, a call
option written by a Fund will require that Fund to hold the securities subject
to the call (or securities convertible into the needed securities without
additional consideration) or to segregate cash or liquid assets sufficient to
purchase and deliver the securities if the call is exercised. A call option sold
by a Fund on an index will require that Fund to own portfolio securities which
correlate with the index or to segregate cash or liquid assets equal to the
excess of the index value over the exercise price on a current basis. A put
option written by a Fund requires that Fund to segregate cash or liquid assets
equal to the exercise price.
Except when a Fund enters into a forward contract for the purchase or
sale of a security denominated in a particular currency, which requires no
segregation, a currency contract which obligates a Fund to buy or sell currency
will generally require that Fund to hold an amount of that currency or liquid
assets denominated in that currency equal to that Fund's obligations or to
segregate liquid assets equal to the amount of that Fund's obligation.
OTC options entered into by a Fund, including those on securities,
currency, financial instruments or indices and OCC issued and exchange listed
index options, will generally provide for cash settlement. As a result, when a
Fund sells these instruments it will only segregate an amount of cash or liquid
assets equal to its accrued net obligations, as there is no requirement for
payment or delivery of amounts in excess of the net amount. These amounts will
equal 100% of the exercise price in the case of a non cash-settled put, the same
as an OCC guaranteed listed option sold by a Fund, or the in-the-money amount
plus any sell-back formula amount in the case of a cash-settled put or call. In
addition, when a Fund sells a call option on an index at a time when the
in-the-money amount exceeds the exercise price, that Fund will segregate, until
the option expires or is closed out, cash or cash equivalents equal in value to
such excess. OCC issued and exchange listed options sold by a Fund other than
those above generally settle with physical delivery, or with an election of
either physical delivery or cash settlement and that Fund will segregate an
amount of cash or liquid assets equal to the full value of the option. OTC
options settling with physical delivery, or with an election of either physical
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delivery or cash settlement will be treated the same as other options settling
with physical delivery.
In the case of a futures contract or an option thereon, a Fund must
deposit initial margin and possible daily variation margin in addition to
segregating cash or liquid assets sufficient to meet its obligation to purchase
or provide securities or currencies, or to pay the amount owed at the expiration
of an index-based futures contract. Such liquid assets may consist of cash, cash
equivalents, liquid debt or equity securities or other acceptable assets.
With respect to swaps, a Fund will accrue the net amount of the excess,
if any, of its obligations over its entitlements with respect to each swap on a
daily basis and will segregate an amount of cash or liquid securities having a
value equal to the accrued excess. Caps, floors and collars require segregation
of assets with a value equal to a Fund's net obligation, if any.
Strategic Transactions may be covered by other means when consistent
with applicable regulatory policies. Each Fund may also enter into offsetting
transactions so that its combined position, coupled with any segregated cash or
liquid assets, equals its net outstanding obligation in related options and
Strategic Transactions. For example, a Fund could purchase a put option if the
strike price of that option is the same or higher than the strike price of a put
option sold by that Fund. Moreover, instead of segregating assets if a Fund held
a futures or forward contract, it could purchase a put option on the same
futures or forward contract with a strike price as high or higher than the price
of the contract held. Other Strategic Transactions may also be offset in
combinations. If the offsetting transaction terminates at the time of or after
the primary transaction no segregation is required, but if it terminates prior
to such time, cash or liquid assets equal to any remaining obligation would need
to be segregated.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
U.S. Government Securities. There are two broad categories of U.S.
Government-related debt instruments: (a) direct obligations of the U.S.
Treasury, and (b) securities issued or guaranteed by U.S. Government agencies.
Examples of direct obligations of the U.S. Treasury are Treasury Bills, Notes,
Bonds and other debt securities issued by the U.S. Treasury. These instruments
are backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.
Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the U.S. Treasury (such
as Federal Home Loan Bank Bonds and Federal National Mortgage Association
Bonds), while still others, such as the securities of the Federal Farm Credit
Bank, are supported only by the credit of the issuer. With respect to securities
supported only by the credit of the issuing agency or by an additional line of
credit with the U.S. Treasury, there is no guarantee that the U.S. Government
will provide support to such agencies and such securities may involve risk of
loss of principal and interest.
U.S. Government Securities may include "zero coupon" securities that have been
stripped by the U.S. Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a U.S. Government agency or
instrumentality.
Interest rates on U.S. Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day U.S. Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.
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The government guarantee of the U.S. Government Securities in the Fund's
portfolio does not guarantee the net asset value of the shares of the Fund.
There are market risks inherent in all investments in securities and the value
of an investment in the Fund will fluctuate over time. Normally, the value of
investments in U.S. Government Securities varies inversely with changes in
interest rates. For example, as interest rates rise the value of investments in
U.S. Government Securities will tend to decline, and as interest rates fall the
value of the Fund's investments will tend to increase. In addition, the
potential for appreciation in the event of a decline in interest rates may be
limited or negated by increased principal prepayments with respect to certain
Mortgage-Backed Securities, such as GNMA Certificates. Prepayments of high
interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of the Fund and may even result in losses to
the Fund if some securities were acquired at a premium. Moreover, during periods
of rising interest rates, prepayments of Mortgage-Backed Securities may decline,
resulting in the extension of the Fund's average portfolio maturity. As a
result, the Fund's portfolio may experience greater volatility during periods of
rising interest rates than under normal market conditions.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
When-Issued Securities. The Fund may from time to time purchase equity and debt
securities on a "when-issued", "delayed delivery" or "forward delivery" basis.
The price of such securities, which may be expressed in yield terms, is fixed at
the time the commitment to purchase is made, but delivery and payment for the
securities takes place at a later date. During the period between purchase and
settlement, no payment is made by the Fund to the issuer and no interest accrues
to the Fund. When the Fund purchases such securities, it immediately assumes the
risks of ownership, including the risk of price fluctuation. Failure to deliver
a security purchased on this basis may result in a loss or missed opportunity to
make an alternative investment.
To the extent that assets of the Fund are held in cash pending the settlement of
a purchase of securities, the Fund would earn no income. While such securities
may be sold prior to the settlement date, the Fund intends to purchase them with
the purpose of actually acquiring them unless a sale appears desirable for
investment reasons. At the time the Fund makes the commitment to purchase a
security on this basis, it will record the transaction and reflect the value of
the security in determining its net asset value. The market value of the
securities may be more or less than the purchase price. The Fund will establish
a segregated account in which it will maintain cash and liquid securities equal
in value to commitments for such securities.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Short-Term U.S. Government Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
Zero Coupon Securities. The Fund may invest in zero coupon securities which pay
no cash income and are sold at substantial discounts from their value at
maturity. When held to maturity, their entire income, which consists of
accretion of discount, comes from the difference between the issue price and
their value at maturity. The effect of owning instruments which do not make
current interest payments is that a fixed yield is earned not only on the
original investment but also, in effect, on all discount accretion during the
life of the obligation. This implicit reinvestment of earnings at the same rate
eliminates the risk of being unable to reinvest distributions at a rate as high
as the implicit yield on the zero coupon bond, but at the same time eliminates
any opportunity to reinvest earnings at higher rates. For this reason, zero
coupon bonds are subject to substantially greater price fluctuations during
periods of changing market interest rates than those of comparable securities
that pay interest currently, which fluctuation is greater as the period to
maturity is longer. Zero coupon securities which are convertible into common
stock offer the opportunity for capital appreciation (or depreciation) as
increases (or decreases) in market value of such securities closely follows the
movements in the market value of the underlying common stock. Zero coupon
24
<PAGE>
convertible securities generally are expected to be less volatile than the
underlying common stocks, as they usually are issued with maturities of 15 years
or less and are issued with options and/or redemption features exercisable by
the holder of the obligation entitling the holder to redeem the obligation and
receive a defined cash payment.
INVESTMENT RESTRICTIONS
The following restrictions may not be changed with respect to a Fund without the
approval of a majority of the outstanding voting securities of such Fund which,
under the 1940 Act and the rules thereunder and as used in this Statement of
Additional Information, means the lesser of (i) 67% of the shares of such Fund
present at a meeting if the holders of more than 50% of the outstanding shares
of such Fund are present in person or by proxy, or (ii) more than 50% of the
outstanding shares of such Fund.
Each Fund has elected to be classified as a diversified series of an open-end,
management investment company.
In addition, as a matter of fundamental policy, each Fund will not:
(1) borrow money, except as permitted under the Investment Company
Act of 1940, as amended, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time;
(2) issue senior securities, except as permitted under the
Investment Company Act of 1940, as amended, and as interpreted
or modified by regulatory authority having jurisdiction, from
time to time;
(3) purchase physical commodities or contracts relating to
physical commodities;
(4) concentrate its investments in a particular industry, as that
term is used in the Investment Company Act of 1940, as
amended, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time;
(5) engage in the business of underwriting securities issued by
others, except to the extent that the Fund may be deemed to be
an underwriter in connection with the disposition of portfolio
securities;
(6) purchase or sell real estate, which term does not include
securities of companies which deal in real estate or mortgages
or investments secured by real estate or interests therein,
except that the Fund reserves freedom of action to hold and to
sell real estate acquired as a result of the Fund's ownership
of securities; and
(7) make loans except as permitted under the Investment Company
Act of 1940, as amended, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time.
Each Fund has adopted the following non-fundamental restrictions, which
may be changed by the Board without shareholder approval. Each Fund may not:
(1) borrow money in an amount greater than 5% (20% in the case of Kemper
High Yield Fund II and Kemper High Yield Opportunity Fund) of its
total assets, except (i) for temporary or emergency purposes and (ii)
by engaging in reverse repurchase agreements, dollar rolls, or other
investments or transactions described in the Fund's registration
statement which may be deemed to be borrowings;
(2) purchase securities on margin or make short sales, except (i) short
sales against the box, (ii) in connection with arbitrage transactions,
(iii) for margin deposits in connection with futures contracts,
options or other permitted investments, (iv) that transactions in
futures contracts and options shall not be deemed to constitute
selling securities short, and (v) that the Fund may obtain such
short-term credits as may be necessary for the clearance of securities
transactions;
(3) purchase options, unless the aggregate premiums paid on all such
options held by the Fund at any time do not exceed 20% of its total
assets; or sell put options, if as a result, the aggregate value of
the obligations underlying such put options would exceed 50% of its
total assets;
(4) enter into futures contracts or purchase options thereon unless
immediately after the purchase, the value of the aggregate initial
margin with respect to such futures contracts entered into on behalf
of the Fund and the premiums paid for such options on futures
contracts does not exceed 5% of the fair market value of the Fund's
25
<PAGE>
total assets; provided that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be
excluded in computing the 5% limit;
(5) purchase warrants if as a result, such securities, taken at the lower
of cost or market value, would represent more than 5% of the value of
the Fund's total assets (for this purpose, warrants acquired in units
or attached to securities will be deemed to have no value);
(6) lend portfolio securities in an amount greater than one third (5% in
the case of Kemper U.S. Government Seucirities Fund) of its total
assets; and
(7) invest more than 15% of net assets in illiquid securities.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease beyond the specified limit resulting from a change in
values or net assets will not be considered a violation.
NET ASSET VALUE
The net asset value per share of a Fund is the value of one share and is
determined separately for each class by dividing the value of a Fund's net
assets attributable to the class by the number of shares of that class
outstanding. The per share net asset value of each of Class B and Class C shares
of the Fund will generally be lower than that of the Class A shares of a Fund
because of the higher expenses borne by the Class B and Class C shares. The net
asset value of shares of a Fund is computed as of the close of regular trading
on the Exchange on each day the Exchange is open for trading (the "Value Time").
The Exchange is scheduled to be closed on the following holidays: New Year's
Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas, and on the
preceding Friday or subsequent Monday when one of these holidays falls on a
Saturday or Sunday, respectively. Net asset value per share is determined by
dividing the value of the total assets of the Fund, less all liabilities, by the
total number of shares outstanding.
An exchange-traded equity security is valued at its most recent sale price on
the exchange it is traded as of the Value Time. Lacking any sales, the security
is valued at the calculated mean between the most recent bid quotation and the
most recent asked quotation (the "Calculated Mean") on such exchange as of the
Value Time. Lacking a Calculated Mean the security is valued at the most recent
bid quotation on such exchange as of the Value Time. An equity security which is
traded on the National Association of Securities Dealers Automated Quotation
("Nasdaq") system will be valued at its most recent sale price on such system as
of the Value Time. Lacking any sales, the security is valued at the most recent
bid quotation as of the Value Time. The value of an equity security not quoted
on the Nasdaq System, but traded in another over-the-counter market, is its most
recent sale price if there are any sales of such security on such market as of
the Value Time. Lacking any sales, the security is valued at the Calculated Mean
quotation for such security as of the Value Time. Lacking a Calculated Mean
quotation the security is valued at the most recent bid quotation as of the
Value Time.
Debt securities, other than money market instruments, are valued at prices
supplied by the Fund's pricing agent(s) which reflect broker/dealer supplied
valuations and electronic data processing techniques. Money market instruments
with an original maturity of sixty days or less maturing at par shall be valued
at amortized cost, which the Board believes approximates market value. If it is
not possible to value a particular debt security pursuant to these valuation
methods, the value of such security is the most recent bid quotation supplied by
a bona fide market maker. If it is not possible to value a particular debt
security pursuant to the above methods, the Investment Manager of the particular
fund may calculate the price of that debt security, subject to limitations
established by the Board.
An exchange traded options contract on securities, currencies, futures and other
financial instruments is valued at its most recent sale price on such exchange.
Lacking any sales, the options contract is valued at the Calculated Mean.
Lacking any Calculated Mean, the options contract is valued at the most recent
bid quotation in the case of a purchased options contract, or the most recent
asked quotation in the case of a written options contract. An options contract
on securities, currencies and other financial instruments traded
over-the-counter is valued at the most recent bid quotation in the case of a
purchased options contract and at the most recent asked quotation in the case of
a written options contract. Futures contracts are valued at the most recent
settlement price. Foreign currency exchange forward contracts are valued at the
value of the underlying currency at the prevailing exchange rate on the
valuation date.
If a security is traded on more than one exchange, or upon one or more exchanges
and in the over-the-counter market, quotations are taken from the market in
which the security is traded most extensively.
26
<PAGE>
If, in the opinion of the Valuation Committee, the value of a portfolio asset as
determined in accordance with these procedures does not represent the fair
market value of the portfolio asset, the value of the portfolio asset is taken
to be an amount which, in the opinion of the Valuation Committee, represents
fair market value on the basis of all available information. The value of other
portfolio holdings owned by a Fund is determined in a manner which, in the
discretion of the Valuation Committee most fairly reflects fair market value of
the property on the valuation date.
Following the valuations of securities or other portfolio assets in terms of the
currency in which the market quotation used is expressed ("Local Currency"), the
value of these portfolio assets in terms of U.S. dollars is calculated by
converting the Local Currency into U.S. dollars at the prevailing currency
exchange rate on the valuation date.
Fund Accounting Agent. Scudder Fund Accounting Corporation, a subsidiary of
Scudder Kemper, is responsible for determining the daily net asset value per
share of the Funds and maintaining all accounting records related thereto.
Currently, SFAC receives no fee for its services to the Funds except from High
Yield Fund II. High Yield Fund II pays SFAC an annual fee equal to 0.0250% of
the first $150 million of average daily net assets, 0.0075% of the next $850
million of average daily net assets and 0.0045% of such assets in excess of $1
billion, plus holding and transaction charges for this service. For the period
from November 30, 1998 (commencement of operations) until September 30, 1999,
High Yield Fund II paid SFAC $0 for its services to the Fund.
PURCHASE AND REDEMPTION OF SHARES
PURCHASE OF SHARES
Alternative Purchase Arrangements. Class A shares of each Fund are sold to
investors subject to an initial sales charge. Class B shares are sold without an
initial sales charge but are subject to higher ongoing expenses than Class A
shares and a contingent deferred sales charge payable upon certain redemptions.
Class B shares automatically convert to Class A shares six years after issuance.
Class C shares are sold without an initial sales charge but are subject to
higher ongoing expenses than Class A shares, are subject to a contingent
deferred sales charge payable upon certain redemptions within the first year
following purchase, and do not convert into another class. Class I shares are
offered at net asset value without an initial sales charge and are not subject
to a contingent deferred sales charge or a Rule 12b-1 distribution fee. When
placing purchase orders, investors must specify which class of shares the order
is for.
The primary distinctions among the classes of each Fund's shares lie in their
initial and contingent deferred sales charge structures and in their ongoing
expenses, including asset-based sales charges in the form of Rule 12b-1
distribution fees. These differences are summarized in the table below. Each
class has distinct advantages and disadvantages for different investors, and
investors may choose the class that best suits their circumstances and
objectives.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Annual 12b-1 Fees (as a
% of average daily net
Sales Charge assets) Other Information
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Maximum initial sales charge of 4.5% of None Initial sales charge waived or reduced
the public offering price (2.75% for for certain purchases
the Short-Term Government Fund)
--------------------------------------------------------------------------------------------------------------------------
Class B Maximum contingent deferred sales 0.75% Shares convert to Class A shares six
charge of 4% of redemption proceeds; years after issuance
declines to zero after six years
--------------------------------------------------------------------------------------------------------------------------
Class C Contingent deferred sales charge of 1% 0.75% No conversion feature
of redemption proceeds for redemptions
made during first year after purchase
--------------------------------------------------------------------------------------------------------------------------
Class I None None
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
27
<PAGE>
The minimum initial investment for each Fund is $1,000 and the minimum
subsequent investment is $100. The minimum initial investment for an Individual
Retirement Account is $250 and the minimum subsequent investment is $50. Under
an automatic investment plan, such as Bank Direct Deposit, Payroll Direct
Deposit or Government Direct Deposit, the minimum initial and subsequent
investment is $50. These minimum amounts may be changed at any time in
management's discretion.
Share certificates will not be issued unless requested in writing and may not be
available for certain types of account registrations. It is recommended that
investors not request share certificates unless needed for a specific purpose.
You cannot redeem shares by telephone or wire transfer or use the telephone
exchange privilege if share certificates have been issued. A lost or destroyed
certificate is difficult to replace and can be expensive to the shareholder (a
bond value of 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.
Kemper Short-Term Government Fund
<TABLE>
<CAPTION>
Sales Charge
------------
As a Percentage Allowed to Dealers
of As a Percentage of as a Percentage of
Amount of Purchase Offering Price Net Asset Value* Offering Price
------------------ -------------- ---------------- --------------
<S> <C> <C> <C>
Less than $100,000 2.75% 2.83% 2.25%
$100,000 but less than $250,000 2.50 2.56 2.00
$250,000 but less than $500,000 2.00 2.04 1.75
$500,000 but less than $1 million 1.50 1.52 1.25
$1 million and over 0.00** 0.00** ***
</TABLE>
* Rounded to the nearest one-hundredth percent.
** Redemption of shares may be subject to a contingent deferred sales charge
as discussed below.
*** Commission is payable by KDI as discussed below.
Kemper High Yield Fund
Kemper High Yield Fund II
Kemper High Yield Opportunity Fund
Kemper Income and Capital Preservation Fund
Kemper Strategic Income Fund
Kemper U.S. Government Securities Fund
Kemper U.S. Mortgage Fund
<TABLE>
<CAPTION>
Sales Charge
------------
As a Percentage Allowed to Dealers
of As a Percentage of as a Percentage of
Amount of Purchase Offering Price Net Asset Value* Offering Price
------------------ -------------- ---------------- --------------
<S> <C> <C> <C>
Less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than $250,000 3.50 3.63 3.00
$250,000 but less than $500,000 2.60 2.67 2.25
$500,000 but less than $1 million 2.00 2.04 1.75
$1 million and over 0.00** 0.00** ***
</TABLE>
* Rounded to the nearest one-hundredth percent.
** Redemption of shares may be subject to a contingent deferred sales charge
as discussed below.
*** Commission is payable by KDI as discussed below.
Each Fund receives the entire net asset value of all its Class A shares sold.
KDI, the Funds' principal underwriter, retains the sales charge on sales of
Class A shares from which it allows discounts from the applicable public
offering price to investment dealers, which discounts are uniform for all
dealers in the United States and its territories. The normal discount allowed to
28
<PAGE>
dealers is set forth in the above table. Upon notice to all dealers with whom it
has sales agreements, KDI may reallow to dealers up to the full applicable sales
charge, as shown in the above table, during periods and for transactions
specified in such notice and such reallowances may be based upon attainment of
minimum sales levels. During periods when 90% or more of the sales charge is
reallowed, such dealers may be deemed to be underwriters as that term is defined
in the Securities Act of 1933.
Class A shares of a Fund may be purchased at net asset value by: (a) any
purchaser provided that the amount invested in such Fund or Kemper Mutual Funds
listed under "Special Features -- Class A Shares -- Combined Purchases" totals
at least $1,000,000 including purchases of Class A shares pursuant to the
"Combined Purchases," "Letter of Intent" and "Cumulative Discount" features
described under "Special Features;" or (b) a participant-directed qualified
retirement plan described in Code Section 401(a) or a participant-directed
non-qualified deferred compensation plan described in Code Section 457 or a
participant-directed qualified retirement plan described in Code Section
403(b)(7) which is not sponsored by a K-12 school district, provided in each
case that such plan has not less than 200 eligible employees (the "Large Order
NAV Purchase Privilege"). Redemption within two years of shares purchased under
the Large Order NAV Purchase Privilege may be subject to a contingent deferred
sales charge. See "Purchase, Repurchase and Redemption of Shares -- Contingent
Deferred Sales Charge -- Large Order NAV Purchase Privilege."
KDI may in its discretion compensate investment dealers or other financial
services firms in connection with the sale of Class A shares of a Fund at net
asset value in accordance with the Large Order NAV Purchase Privilege up to the
following amounts: 1.00% of the net asset value of shares sold on amounts up to
$5 million, 0.50% on the next $45 million and 0.25% on amounts over $50 million.
The commission schedule will be reset on a calendar year basis for sales of
shares pursuant to the Large Order NAV Purchase Privilege to employer sponsored
employee benefit plans using the subaccount record keeping system made available
through KSvC. For purposes of determining the appropriate commission percentage
to be applied to a particular sale under a Fund's 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 and including
purchases of class R shares of certain Scudder funds. The privilege of
purchasing Class A shares of a Fund at net asset value under the Large Order NAV
Purchase Privilege is not available if another net asset value purchase
privilege also applies.
Class A shares of a Fund or any other Kemper Mutual Fund listed under "Special
Features -- Class A Shares -- Combined Purchases" may be purchased at net asset
value in any amount by members of the plaintiff class in the proceeding known as
Howard and Audrey Tabankin, et al. v. Kemper Short-Term Global Income Fund, et
al., Case No. 93 C 5231 (N.D. IL). This privilege is generally non-transferable
and continues for the lifetime of individual class members and for a ten year
period for non-individual class members. To make a purchase at net asset value
under this privilege, the investor must, at the time of purchase, submit a
written request that the purchase be processed at net asset value pursuant to
this privilege specifically identifying the purchaser as a member of the
"Tabankin Class." Shares purchased under this privilege will be maintained in a
separate account that includes only shares purchased under this privilege. For
more details concerning this privilege, class members should refer to the Notice
of (1) Proposed Settlement with Defendants; and (2) Hearing to Determine
Fairness of Proposed Settlement, dated August 31, 1995, issued in connection
with the aforementioned court proceeding. For sales of Fund shares at net asset
value pursuant to this privilege, KDI may at its discretion pay investment
dealers and other financial services firms a concession, payable quarterly, at
an annual rate of up to 0.25% of net assets attributable to such shares
maintained and serviced by the firm. A firm becomes eligible for the concession
based upon assets in accounts attributable to shares purchased under this
privilege in the month after the month of purchase and the concession continues
until terminated by KDI. The privilege of purchasing Class A shares of a Fund at
net asset value under this privilege is not available if another net asset value
purchase privilege also applies.
Class A shares may be sold at net asset value in any amount to: (a) officers,
trustees, directors, employees (including retirees) and sales representatives of
a Fund, its Manager , its principal underwriter or certain affiliated companies,
for themselves or members of their families; (b) registered representatives and
employees of broker-dealers having selling group agreements with KDI and
officers, directors and employees of service agents of the Funds, for themselves
or their spouses or dependent children; (c) shareholders who owned shares of
Kemper Value Series, Inc. ("KVS") on September 8, 1995, and have continuously
owned shares of KVS (or a Kemper Fund acquired by exchange of KVS shares) since
that date, for themselves or members of their families; (d) any trust, pension,
profit-sharing or other benefit plan for only such persons; (e) persons who
purchase such shares through bank trust departments that process such trades
through an automated, integrated mutual fund clearing program provided by a
third party clearing firm; and (f) persons who purchase shares of the Funds
through KDI as part of an automated billing and wage deduction program
29
<PAGE>
administered by RewardsPlus of America for the benefit of employees of
participating employer groups.. Class A shares may be sold at net asset value in
any amount to selected employees (including their spouses and dependent
children) of banks and other financial services firms that provide
administrative services related to order placement and payment to facilitate
transactions in shares of the Funds for their clients pursuant to an agreement
with KDI or one of its affiliates. Only those employees of such banks and other
firms who as part of their usual duties provide services related to transactions
in Fund shares may purchase a Fund's 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 Ranson & Associates, Inc. In addition,
unitholders of unit investment trusts sponsored by Ranson & Associates, Inc. or
its predecessors may purchase a Fund's Class A shares at net asset value through
reinvestment programs described in the prospectuses of such trusts that have
such programs. Class A shares of a Fund may be sold at net asset value through
certain investment Advisors registered under the Investment Advisors 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 an investment advisory program under which such
clients pay a fee to the investment advisor or other firm for portfolio
management and other services. Such shares are sold for investment purposes and
on the condition that they will not be resold except through redemption or
repurchase by the Funds. The Funds may also issue Class A shares at net asset
value in connection with the acquisition of the assets of or merger or
consolidation with another investment company, or to shareholders in connection
with the investment or reinvestment of income and capital gain dividends.
Class A shares of a Fund may be purchased at net asset value by persons who
purchase such shares through bank trust departments that process such trades
through an automated, integrated mutual fund clearing program provided by a
third party clearing firm.
Class A shares of a Fund may be purchased at net asset value in any amount by
certain professionals who assist in the promotion of Kemper Funds pursuant to
personal services contracts with KDI, for themselves or members of their
families. KDI in its discretion may compensate financial services firms for
sales of Class A shares under this privilege at a commission rate of 0.50% of
the amount of Class A shares purchased.
Class A shares of a Fund may be purchased at net asset value by persons who
purchase shares of a Fund through KDI as part of an automated billing and wage
deduction program administered by RewardsPlus of America for the benefit of
employees of participating employer groups.
The sales charge scale is applicable to purchases made at one time by any
"purchaser" which includes: an individual; or an individual, his or her spouse
and children under the age of 21; or a trustee or other fiduciary of a single
trust estate or single fiduciary account; or an organization exempt from federal
income tax under Section 501(c)(3) or (13) of the Code; or a pension,
profit-sharing or other employee benefit plan whether or not qualified under
Section 401 of the Code; or other organized group of persons whether
incorporated or not, provided the organization has been in existence for at
least six months and has some purpose other than the purchase of redeemable
securities of a registered investment company at a discount. In order to qualify
for a lower sales charge, all orders from an organized group will have to be
placed through a single investment dealer or other firm and identified as
originating from a qualifying purchaser.
Deferred Sales Charge Alternative -- Class B Shares. Investors choosing the
deferred sales charge alternative may purchase Class B shares at net asset value
per share without any sales charge at the time of purchase. Since Class B shares
are being sold without an initial sales charge, the full amount of the
investor's purchase payment will be invested in Class B shares for his or her
account. A contingent deferred sales charge may be imposed upon redemption of
Class B shares. See "Purchase, Repurchase and Redemption of Shares -- Contingent
Deferred Sales Charge -- Class B Shares."
KDI compensates firms for sales of Class B shares at the time of sale at a
commission rate of up to 3.75% of the amount of Class B shares purchased. KDI is
compensated by each Fund for services as distributor and principal underwriter
for Class B shares. See "Investment 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. The purpose of the conversion feature is to relieve holders of Class
B shares from the distribution services fee when they have been outstanding long
enough for KDI to have been compensated for distribution related expenses. For
purposes of conversion to Class A shares, shares purchased through the
reinvestment of dividends and other distributions paid with respect to Class B
shares in a shareholder's Fund account will be converted to Class A shares on a
pro rata basis.
30
<PAGE>
Purchase of Class C Shares. The public offering price of the Class C shares of a
Fund is the next determined net asset value. No initial sales charge is imposed.
Since Class C shares are sold without an initial sales charge, the full amount
of the investor's purchase payment will be invested in Class C shares for his or
her account. A contingent deferred sales charge may be imposed upon the
redemption of Class C shares if they are redeemed within one year of purchase.
See "Purchase, Repurchase and Redemption of Shares -- Contingent Deferred Sales
Charge -- Class C Shares." KDI currently advances to firms the first year
distribution fee at a rate of 0.75% of the purchase price of such shares. For
periods after the first year, KDI currently intends to pay firms for sales of
Class C shares a distribution fee, payable quarterly, at an annual rate of 0.75%
of net assets attributable to Class C shares maintained and serviced by the
firm. KDI is compensated by each Fund for services as distributor and principal
underwriter for Class C shares. See "Investment Manager and Underwriter."
Purchase of Class I Shares. Class I shares are offered at net asset value
without an initial sales charge and are not subject to a contingent deferred
sales charge or a Rule 12b-1 distribution fee. Also, there is no administration
services fee charged to Class I shares. As a result of the relatively lower
expenses for Class I shares, the level of income dividends per share (as a
percentage of net asset value) and, therefore, the overall investment value,
will typically be higher for Class I shares than for Class A, Class B, or Class
C shares.
Class I shares are available for purchase exclusively by the following
categories of institutional investors: (1) tax-exempt retirement plans (Profit
Sharing, 401(k), Money Purchase Pension and Defined Benefit Plans) of Scudder
Kemper Investments, Inc. ("Scudder Kemper") and its affiliates and rollover
accounts from those plans; (2) the following investment advisory clients of
Scudder Kemper and its investment advisory affiliates that invest at least $1
million in a Fund: unaffiliated benefit plans, such as qualified retirement
plans (other than individual retirement accounts and self-directed retirement
plans); unaffiliated banks and insurance companies purchasing for their own
accounts; and endowment funds of unaffiliated non-profit organizations; (3)
investment-only accounts for large qualified plans, with at least $50 million in
total plan assets or at least 1000 participants; (4) trust and fiduciary
accounts of trust companies and bank trust departments providing fee based
advisory services that invest at least $1 million in a Fund on behalf of each
trust; (5) policy holders under Zurich-American Insurance Group's collateral
investment program investing at least $200,000 in a Fund; and (6) investment
companies managed by Scudder Kemper that invest primarily in other investment
companies. Class I shares currently are available for purchase only from Kemper
Distributors, Inc. ("KDI"), principal underwriter for the Funds, and, in the
case of category (4) above, selected dealers authorized by KDI. Share
certificates are not available for Class I shares.
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. Orders for Class
B shares or Class C shares by employer sponsored employee benefit plans using
the subaccount record keeping system made available through the Shareholder
Service Agent will be invested instead in Class A shares at net asset value
where the combined subaccount value in a Fund or Kemper Mutual Funds listed
under "Special Features -- Class A Shares -- Combined Purchases" is in excess of
$5 million including purchases pursuant to the "Combined Purchases," "Letter of
Intent" and "Cumulative Discount" features described under "Special Features."
For more information about the three sales arrangements, consult your financial
representative or the Shareholder Service Agent. Financial services firms may
receive different compensation depending upon which class of shares they sell.
Class I shares are available only to certain institutional investors.
General. 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. An order for the
purchase of shares that is accompanied by a check drawn on a foreign bank (other
than a check drawn on a Canadian bank in U.S. Dollars) will not be considered in
proper form and will not be processed unless and until a Fund determines that it
has received payment of the proceeds of the check. The time required for such a
determination will vary and cannot be determined in advance.
Upon receipt by the Shareholder Service Agent of a request for redemption,
shares of a Fund will be redeemed by a Fund at the applicable net asset value
per share of such Fund. 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.
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Scheduled variations in or the elimination of the initial sales charge for
purchases of Class A shares or the contingent deferred sales charge for
redemption of Class B or Class C shares by certain classes of persons or through
certain types of transactions are provided because of anticipated economies in
sales and sales related efforts.
Tax Identification Number. Be sure to complete the Tax Identification Number
section of the Fund's application when you open an account. Federal tax law
requires each Fund to withhold 31% of taxable dividends, capital gains
distributions and redemption and exchange proceeds from accounts (other than
those of certain exempt payees) without a correct certified Social Security or
tax identification number and certain other certified information or upon
notification from the IRS or a broker that withholding is required. Each Fund
reserves the right to reject new account applications without a correct
certified Social Security or tax identification number. The Fund also reserves
the right, following 30 days' notice, to redeem all shares in accounts without a
correct certified Social Security or tax identification number. A shareholder
may avoid involuntary redemption by providing the applicable Fund with a tax
identification number during the 30-day notice period. 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 Statement of
Additional Information.
REPURCHASE AND REDEMPTION OF SHARES
A Fund may suspend the right of redemption or delay payment more than seven days
(a) during any period when the New York Stock Exchange ("Exchange") is closed
other than customary weekend and holiday closings or during any period in which
trading on the Exchange is restricted, (b) during any period when an emergency
exists as a result of which (i) disposal of a Fund's investments is not
reasonably practicable, or (ii) it is not reasonably practicable for a Fund to
determine the value of its net assets, or (c) for such other periods as the
Securities and Exchange Commission may by order permit for the protection of a
Fund's shareholders.
The conversion of Class B shares to Class A shares may be subject to the
continuing availability of an opinion of counsel, ruling by the Internal Revenue
Service or other assurance acceptable to each Fund to the effect that (a) the
assessment of the distribution services fee with respect to Class B shares and
not Class A shares and the assessment of the administrative services fee with
respect to each class does not result in a Fund's dividends constituting
"preferential dividends" under the Internal Revenue Code, and (b) that the
conversion of Class B shares to Class A shares does not constitute a taxable
event under the Internal Revenue Code. The conversion of Class B shares to Class
A shares may be suspended if such assurance is not available. In that event, no
further conversions of Class B shares would occur, and shares might continue to
be subject to the distribution services fee for an indefinite period that may
extend beyond the proposed conversion date.
The Fund has authorized certain members of the National Association of
Securities Dealers, Inc. ("NASD"), other than KDI to accept purchase and
redemption orders for a Fund's shares. Those brokers may also designate other
parties to accept purchase and redemption orders on a Fund's behalf. Orders for
purchase or redemption will be deemed to have been received by a Fund when such
brokers or their authorized designees accept the orders. Subject to the terms of
the contract between a Fund and the broker, ordinarily orders will be priced at
a Fund's net asset value next computed after acceptance by such brokers or their
authorized designees. Further, if purchases or redemptions of a Fund's shares
are arranged and settlement is made at an investor's election through any other
authorized NASD member, that member may, at its discretion, charge a fee for
that service. The Board of Trustees or Directors as the case may be ("Board") of
a Fund and KDI each has the right to limit the amount of purchases by, and to
refuse to sell to, any person. The Board and KDI may suspend or terminate the
offering of shares of a Fund at any time for any reason.
General. Any shareholder may require a Fund to redeem his or her shares. When
shares are held for the account of a shareholder by the Funds' transfer agent,
the shareholder may redeem them by sending a written request with signatures
guaranteed to Kemper Mutual Funds, Attention: Redemption Department, P.O. Box
419557, Kansas City, Missouri 64141-6557. When certificates for shares have been
issued, they must be mailed to or deposited with the Shareholder Service Agent,
along with a duly endorsed stock power and accompanied by a written request for
redemption. Redemption requests and a stock power must be endorsed by the
account holder with signatures guaranteed by a commercial bank, trust company,
savings and loan association, federal savings bank, member firm of a national
securities exchange or other eligible financial institution. The redemption
request and stock power must be signed exactly as the account is registered
including any special capacity of the registered owner. Additional documentation
may be requested, and a signature guarantee is normally required, from
institutional and fiduciary account holders, such as corporations, custodians
(e.g., under the Uniform Transfers to Minors Act), executors, administrators,
trustees or guardians.
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The redemption price for shares of a Fund will be the net asset value per share
of that Fund next determined following receipt by the Shareholder Service Agent
of a properly executed request with any required documents as described above.
Payment for shares redeemed will be made in cash as promptly as practicable but
in no event later than seven days after receipt of a properly executed request
accompanied by any outstanding share certificates in proper form for transfer.
When a Fund is asked to redeem shares for which it may not have yet received
good payment (i.e., purchases by check, EXPRESS-Transfer or Bank Direct
Deposit), it may delay transmittal of redemption proceeds until it has
determined that collected funds have been received for the purchase of such
shares, which may be up to 10 days from receipt by a Fund of the purchase
amount. The redemption within two years of Class A shares purchased at net asset
value under the Large Order NAV Purchase Privilege may be subject to a
contingent deferred sales charge (see "Purchase, Repurchase and Redemption of
Shares -- Initial Sales Charge Alternative -- Class A Shares"), the redemption
of Class B shares within six years may be subject to a contingent deferred sales
charge (see "Contingent Deferred Sales Charge -- Class B Shares" below), and the
redemption of Class C shares within the first year following purchase may be
subject to a contingent deferred sales charge (see "Contingent Deferred Sales
Charge -- Class C Shares" below).
Because of the high cost of maintaining small accounts, the Funds may assess a
quarterly fee of $9 on an account with a balance below $1,000 for the quarter.
The fee will not apply to accounts enrolled in an automatic investment program,
Individual Retirement Accounts or employer sponsored employee benefit plans
using the subaccount record keeping system made available through the
Shareholder Service Agent.
Shareholders can request the following telephone privileges: expedited wire
transfer redemptions and EXPRESS-Transfer transactions (see "Special Features")
and exchange transactions for individual and institutional accounts and
pre-authorized telephone redemption transactions for certain institutional
accounts. Shareholders may choose these privileges on the account application or
by contacting the Shareholder Service Agent for appropriate instructions. Please
note that the telephone exchange privilege is automatic unless the shareholder
refuses it on the account application. A Fund or its agents may be liable for
any losses, expenses or costs arising out of fraudulent or unauthorized
telephone requests pursuant to these privileges unless a Fund or its agents
reasonably believe, based upon reasonable verification procedures, that the
telephone instructions are genuine. The shareholder will bear the risk of loss,
including loss resulting from fraudulent or unauthorized transactions, as long
as the reasonable verification procedures are followed. The verification
procedures include recording instructions, requiring certain identifying
information before acting upon instructions and sending written confirmations.
Telephone Redemptions. If the proceeds of the redemption (prior to the
imposition of any contingent deferred sales charge) are $50,000 or less and the
proceeds are payable to the shareholder of record at the address of record,
normally a telephone request or a written request by any one account holder
without a signature guarantee is sufficient for redemptions by individual or
joint account holders, and trust, executor, guardian and custodial account
holders, provided the trustee, executor, guardian or custodian is named in the
account registration. Other institutional account holders may exercise this
special privilege of redeeming shares by telephone request or written request
without signature guarantee subject to the same conditions as individual account
holders and subject to the limitations on liability described under "General"
above, provided that this privilege has been pre-authorized by the institutional
account holder or guardian account holder by written instruction to the
Shareholder Service Agent with signatures guaranteed. Telephone requests may be
made by calling 1-800-621-1048. Shares purchased by check or through
EXPRESS-Transfer or Bank Direct Deposit may not be redeemed under this privilege
of redeeming shares by telephone request until such shares have been owned for
at least 10 days. This privilege of redeeming shares by telephone request or by
written request without a signature guarantee may not be used to redeem shares
held in certificated form and may not be used if the shareholder's account has
had an address change within 30 days of the redemption request. During periods
when it is difficult to contact the Shareholder Service Agent by telephone, it
may be difficult to use the telephone redemption privilege, although investors
can still redeem by mail. The Funds reserve the right to terminate or modify
this privilege at any time.
Repurchases (Confirmed Redemptions). A request for repurchase may be
communicated by a shareholder through a securities dealer or other financial
services firm to KDI, which each Fund has authorized to act as its agent. There
is no charge by KDI with respect to repurchases; however, dealers or other firms
may charge customary commissions for their services. Dealers and other financial
services firms are obligated to transmit orders promptly. The repurchase price
will be the net asset value of the applicable 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.
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Expedited Wire Transfer Redemptions. If the account holder has given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares of a Fund can be redeemed and proceeds sent by federal wire
transfer to a single previously designated account. Requests received by the
Shareholder Service Agent prior to the determination of net asset value will
result in shares being redeemed that day at the net asset value of a Fund
effective on that day and normally the proceeds will be sent to the designated
account the following business day. Delivery of the proceeds of a wire
redemption of $250,000 or more may be delayed by a Fund for up to seven days if
the Fund or the Shareholder Servicing Agent deems it appropriate under then
current market conditions. Once authorization is on file, the Shareholder
Service Agent will honor requests by telephone at 1-800-621-1048 or in writing,
subject to the limitations on liability described under "General" above. The
Funds are not responsible for the efficiency of the federal wire system or the
account holder's financial services firm or bank. The Funds currently do not
charge the account holder for wire transfers. The account holder is responsible
for any charges imposed by the account holder's firm or bank. There is a $1,000
wire redemption minimum (including any contingent deferred sales charge). To
change the designated account to receive wire redemption proceeds, send a
written request to the Shareholder Service Agent with signatures guaranteed as
described above or contact the firm through which shares of a Fund were
purchased. Shares purchased by check or through EXPRESS-Transfer or Bank Direct
Deposit may not be redeemed by wire transfer until such shares have been owned
for at least 10 days. Account holders may not use this privilege to redeem
shares held in certificated form. During periods when it is difficult to contact
the Shareholder Service Agent by telephone, it may be difficult to use the
expedited wire transfer redemption privilege. The Funds reserve the right to
terminate or modify this privilege at any time.
Contingent Deferred Sales Charge -- Large Order NAV Purchase Privilege. A
contingent deferred sales charge may be imposed upon redemption of Class A
shares that are purchased under the Large Order NAV Purchase Privilege as
follows: 1% if they are redeemed within one year of purchase and 0.50% if they
are redeemed during the second year following purchase. The charge will not be
imposed upon redemption of reinvested dividends or share appreciation. The
charge is applied to the value of the shares redeemed excluding amounts not
subject to the charge. The contingent deferred sales charge will be waived in
the event of: (a) redemptions by a participant-directed qualified retirement
plan described in Code Section 401(a) or a participant-directed non-qualified
deferred compensation plan described in Code Section 457 or a
participant-directed qualified retirement plan described in Code Section
403(b)(7) which is not sponsored by a K-12 school district; (b) redemptions by
employer sponsored employee benefit plans using the subaccount record keeping
system made available through the Shareholder Service Agent; (c) redemption of
shares of a shareholder (including a registered joint owner) who has died; (d)
redemption of shares of a shareholder (including a registered joint owner) who
after purchase of the shares being redeemed becomes totally disabled (as
evidenced by a determination by the federal Social Security Administration); (e)
redemptions under a Fund's Systematic Withdrawal Plan at a maximum of 10% per
year of the net asset value of the account; and (f) redemptions of shares whose
dealer of record at the time of the investment notifies KDI that the dealer
waives the commission applicable to such Large Order NAV Purchase.
Contingent Deferred Sales Charge -- Class B Shares. A contingent deferred sales
charge may be imposed upon redemption of Class B shares. There is no such charge
upon redemption of any share appreciation or reinvested dividends on Class B
shares. The charge is computed at the following rates applied to the value of
the shares redeemed excluding amounts not subject to the charge.
Contingent Deferred
Year of Redemption After Purchase Sales Charge
--------------------------------- ------------
First 4%
Second 3%
Third 3%
Fourth 2%
Fifth 2%
Sixth 1%
The contingent deferred sales charge will be waived: (a) in the event of the
total disability (as evidenced by a determination by the federal Social Security
Administration) of the shareholder (including a registered joint owner)
occurring after the purchase of the shares being redeemed, (b) in the event of
the death of the shareholder (including a registered joint owner), (c) for
redemptions made pursuant to a systematic withdrawal plan (see "Special Features
-- Systematic Withdrawal Plan" below) and (d) for redemptions made pursuant to
any IRA systematic withdrawal based on the shareholder's life expectancy
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including, but not limited to, substantially equal periodic payments described
in Internal Revenue Code Section 72(t)(2)(A)(iv) prior to age 59 1/2; and (e)
for redemptions to satisfy required minimum distributions after age 70 1/2 from
an IRA account (with the maximum amount subject to this waiver being based only
upon the shareholder's Kemper IRA accounts). The contingent deferred sales
charge will also be waived in connection with the following redemptions of
shares held by employer sponsored employee benefit plans maintained on the
subaccount record keeping system made available by the Shareholder Service
Agent: (a) redemptions to satisfy participant loan advances (note that loan
repayments constitute new purchases for purposes of the contingent deferred
sales charge and the conversion privilege), (b) redemptions in connection with
retirement distributions (limited at any one time to 10% of the total value of
plan assets invested in a Fund), (c) redemptions in connection with
distributions qualifying under the hardship provisions of the Internal Revenue
Code and (d) redemptions representing returns of excess contributions to such
plans.
Contingent Deferred Sales Charge--Class C Shares. A contingent deferred sales
charge of 1% may be imposed upon redemption of Class C shares if they are
redeemed within one year of purchase. The charge will not be imposed upon
redemption of reinvested dividends or share appreciation. The charge is applied
to the value of the shares redeemed excluding amounts not subject to the charge.
The contingent deferred sales charge will be waived in the event of: (a)
redemptions by a participant-directed qualified retirement plan described in
Code Section 401(a) or a participant-directed non-qualified deferred
compensation plan described in Code Section 457; (b) redemptions by employer
sponsored employee benefit plans using the subaccount record keeping system made
available through the Shareholder Service Agent; (c) redemption of shares of a
shareholder (including a registered joint owner) who has died; (d) redemption of
shares of a shareholder (including a registered joint owner) who after purchase
of the shares being redeemed becomes totally disabled (as evidenced by a
determination by the federal Social Security Administration); (e) redemptions
under a Fund's Systematic Withdrawal Plan at a maximum of 10% per year of the
net asset value of the account; (f) any participant-directed redemption of
shares held by employer sponsored employee benefit plans maintained on the
subaccount record keeping system made available by the Shareholder Service
Agent; (g) redemption of shares by an employer sponsored employee benefit plan
that offers funds in addition to Kemper Funds and whose dealer of record has
waived the advance of the first year administrative service and distribution
fees applicable to such shares and agrees to receive such fees quarterly; and
(h) redemption of shares purchased through a dealer-sponsored asset allocation
program maintained on an omnibus record-keeping system provided the dealer of
record has waived the advance of the first year administrative services and
distribution fees applicable to such shares and has agreed to receive such fees
quarterly.
Contingent Deferred Sales Charge -- General. The following example will
illustrate the operation of the contingent deferred sales charge. Assume that an
investor makes a single purchase of $10,000 of a Fund's Class B shares and that
16 months later the value of the shares has grown by $1,000 through reinvested
dividends and by an additional $1,000 of share appreciation to a total of
$12,000. If the investor were then to redeem the entire $12,000 in share value,
the contingent deferred sales charge would be payable only with respect to
$10,000 because neither the $1,000 of reinvested dividends nor the $1,000 of
share appreciation is subject to the charge. The charge would be at the rate of
3% ($300) because it was in the second year after the purchase was made.
The rate of the contingent deferred sales charge 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. In the event no
specific order is requested when redeeming shares subject to a contingent
deferred sales charge, the redemption will be made first from shares
representing reinvested dividends and then from the earliest purchase of shares.
KDI receives any contingent deferred sales charge directly.
Reinvestment Privilege. A shareholder who has redeemed Class A shares of a Fund
or any Kemper Mutual Fund listed under "Special Features -- Class A Shares --
Combined Purchases" (other than shares of the Kemper Cash Reserves Fund
purchased directly at net asset value) may reinvest up to the full amount
redeemed at net asset value at the time of the reinvestment in Class A shares of
a Fund or of the listed Kemper Mutual Funds. A shareholder of a Fund or Kemper
Mutual Fund who redeems Class A shares purchased under the Large Order NAV
Purchase Privilege (see "Purchase, Repurchase and Redemption of Shares --
Initial Sales Charge Alternative -- Class A Shares") or Class B shares or Class
C shares and incurs a contingent deferred sales charge may reinvest up to the
full amount redeemed at net asset value at the time of the reinvestment in Class
A shares, Class B shares or Class C shares, as the case may be, of a Fund or of
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
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amount redeemed, less any applicable contingent deferred sales charge that may
have been imposed upon the redemption of such shares, at net asset value in
Class A shares of a Fund or of the Kemper Mutual Funds listed under "Special
Features -- Class A Shares -- Combined Purchases." Purchases through the
reinvestment privilege are subject to the minimum investment requirements
applicable to the shares being purchased and may only be made for Kemper Mutual
Funds available for sale in the shareholder's state of residence as listed under
"Special Features -- Exchange Privilege." The reinvestment privilege can be used
only once as to any specific shares and reinvestment must be effected within six
months of the redemption. If a loss is realized on the redemption of a Funds'
shares, the reinvestment in the same Fund may be subject to the "wash sale"
rules if made within 30 days of the redemption, resulting in a postponement of
the recognition of such loss for federal income tax purposes. In addition, upon
a reinvestment, the shareholder may not be permitted to take into account sales
charges incurred on the original purchase of shares in computing their taxable
gain or loss. The reinvestment privilege may be terminated or modified at any
time.
SPECIAL FEATURES
Class A Shares--Combined Purchases. Each Fund's Class A shares (or the
equivalent) may be purchased at the rate applicable to the discount bracket
attained by combining concurrent investments in Class A shares of any of the
following funds: Kemper Aggressive Growth Fund, Kemper Asian Growth Fund, Kemper
Blue Chip Fund, Kemper California Tax-Free Income Fund, Kemper Cash Reserves
Fund, Kemper Contrarian Fund, Kemper Emerging Markets Growth Fund, Kemper
Florida Tax-Free Income Fund, Kemper Global Blue Chip Fund, Kemper Global Income
Fund, Kemper Growth Fund, Kemper High Yield Fund, Kemper High Yield Fund II,
Kemper High Yield Opportunity Fund, Kemper Horizon 10+ Portfolio, Kemper Horizon
20+ Portfolio, Kemper Horizon 5 Portfolio, Kemper Income and Capital
Preservation Fund, Kemper Intermediate Municipal Bond Fund, Kemper International
Fund, Kemper International Research Fund, Kemper Large Company Growth Fund
(currently available only to employees of Scudder Kemper Investments, Inc.; not
available in all states), Kemper Latin America Fund, Kemper Municipal Bond Fund,
Kemper New Europe FundKemper New York Tax-Free Income Fund, Kemper Ohio Tax-Free
Income Fund, Kemper Research Fund (currently available only to employees of
Scudder Kemper Investments, Inc.; not available in all states), Kemper
Retirement Fund -- Series II, Kemper Retirement Fund -- Series III, Kemper
Retirement Fund -- Series IV, Kemper Retirement Fund -- Series V, Kemper
Retirement Fund -- Series VI, Kemper Retirement Fund -- Series VII, Kemper S&P
500 Index Fund, Kemper Short-Term U.S. Government Fund, Kemper Small Cap Value
Fund, Kemper Small Cap Value+Growth Fund (currently available only to employees
of Scudder Kemper Investments, Inc.; not available in all states), Kemper Small
Capitalization Equity Fund, Kemper Strategic Income Fund, Kemper Target 2010
Fund, Kemper Technology Fund, Kemper Total Return Fund, Kemper U.S. Government
Securities Fund, Kemper U.S. Growth and Income Fund, Kemper U.S. Mortgage Fund,
Kemper Value+Growth Fund, Kemper Worldwide 2004 Fund, Kemper-Dreman Financial
Services Fund, Kemper-Dreman High Return Equity Fund ("Kemper Mutual Funds").
Except as noted below, there is no combined purchase credit for direct purchases
of shares of Zurich Money Funds, Cash Equivalent Fund, Tax-Exempt California
Money Market Fund, Cash Account Trust, Investors Municipal Cash Fund or
Investors Cash Trust ("Money Market Funds"), which are not considered "Kemper
Mutual Funds" for purposes hereof. For purposes of the Combined Purchases
feature described above as well as for the Letter of Intent and Cumulative
Discount features described below, employer sponsored employee benefit plans
using the subaccount record keeping system made available through the
Shareholder Service Agent or its affiliates may include: (a) Money Market Funds
as "Kemper Mutual Funds," (b) all classes of shares of any Kemper Mutual Fund,
and (c) the value of any other plan investments, such as guaranteed investment
contracts and employer stock, maintained on such subaccount record keeping
system.
Class A Shares -- Letter of Intent. The same reduced sales charges for Class A
shares, as shown in the applicable prospectus, also apply to the aggregate
amount of purchases of such Kemper Mutual Funds listed above made by any
purchaser within a 24-month period under a written Letter of Intent ("Letter")
provided by KDI. The Letter, which imposes no obligation to purchase or sell
additional Class A shares, provides for a price adjustment depending upon the
actual amount purchased within such period. The Letter provides that the first
purchase following execution of the Letter must be at least 5% of the amount of
the intended purchase, and that 5% of the amount of the intended purchase
normally will be held in escrow in the form of shares pending completion of the
intended purchase. If the total investments under the Letter are less than the
intended amount and thereby qualify only for a higher sales charge than actually
paid, the appropriate number of escrowed shares are redeemed and the proceeds
used toward satisfaction of the obligation to pay the increased sales charge.
The Letter for an employer sponsored employee benefit plan maintained on the
subaccount record keeping system available through the Shareholder Service Agent
may have special provisions regarding payment of any increased sales charge
resulting from a failure to complete the intended purchase under the Letter. A
shareholder may include the value (at the maximum offering price) of all shares
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of such Kemper Mutual Funds held of record as of the initial purchase date under
the Letter as an "accumulation credit" toward the completion of the Letter, but
no price adjustment will be made on such shares. Only investments in Class A
shares of a Fund are included for this privilege.
Class A Shares -- Cumulative Discount. Class A shares of a Fund may also be
purchased at the rate applicable to the discount bracket attained by adding to
the cost of shares of a Fund being purchased, the value of all Class A shares of
the above mentioned Kemper Mutual Funds (computed at the maximum offering price
at the time of the purchase for which the discount is applicable) already owned
by the investor.
Class A Shares -- Availability of Quantity Discounts. An investor or the
investor's dealer or other financial services firm must notify the Shareholder
Service Agent or KDI whenever a quantity discount or reduced sales charge is
applicable to a purchase. Upon such notification, the investor will receive the
lowest applicable sales charge. Quantity discounts described above may be
modified or terminated at any time.
Exchange Privilege. Shareholders of Class A, Class B and Class C shares may
exchange their shares for shares of the corresponding class of 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 and Kemper Cash Reserves Fund that were
acquired by purchase (not including shares acquired by dividend reinvestment)
are subject to the applicable sales charge on exchange. Series of Kemper Target
Equity Fund are available on exchange only during the Offering Period for such
series as described in the applicable prospectus. Cash Equivalent Fund,
Tax-Exempt California Money Market Fund, Cash Account Trust, Investors Municipal
Cash Fund and Investors Cash Trust are available on exchange but only through a
financial services firm having a services agreement with KDI.
Class A shares of a Fund purchased under the Large Order NAV Purchase Privilege
may be exchanged for Class A shares of any Kemper Mutual Fund or a Money Market
Fund under the exchange privilege described above without paying any contingent
deferred sales charge at the time of exchange. If the Class A shares received on
exchange are redeemed thereafter, a contingent deferred sales charge may be
imposed in accordance with the foregoing requirements provided that the shares
redeemed will retain their original cost and purchase date for purposes of the
contingent deferred sales charge.
Class B Shares. Class B shares of a Fund and Class B shares of any Kemper Mutual
Fund listed under "Special Features -- Class A Shares -- Combined Purchases" may
be exchanged for each other at their relative net asset values. Class B shares
may be exchanged without any contingent deferred sales charge being imposed at
the time of exchange. For purposes of the contingent deferred sales charge that
may be imposed upon the redemption of the 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 Kemper Mutual
Fund listed under "Special Features -- Class A Shares -- Combined Purchases" may
be exchanged for each other at their relative net asset values. Class C shares
may be exchanged without a contingent deferred sales charge being imposed at the
time of exchange. For determining whether there is a contingent deferred sales
charge that may be imposed upon the redemption of the Class C shares received by
exchange, amounts exchanged retain their cost and purchase.
General. Shares of a Kemper Mutual Fund with a value in excess of $1,000,000
(except Kemper Cash Reserves Fund) acquired by exchange from another Kemper
Mutual Fund, or from a Money Market Fund, may not be exchanged thereafter until
they have been owned for 15 days (the "15 Day Hold Policy"). The Fund reserves
the right to invoke the 15-Day Hold Policy of exchanges of $1,000,000 or less
if, in the Investment Manager's judgment, the exchange activity may have an
adverse effect on the fund. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to the Kemper fund and
therefore may be subject to the 15-Day Hold Policy. For purposes of determining
whether the 15 Day Hold Policy applies to a particular exchange, the value of
the shares to be exchanged shall be computed by aggregating the value of shares
being exchanged for all accounts under common control, direction, or advice,
including without limitation, accounts administered by a financial services firm
offering market timing, asset allocation or similar services. The total value of
shares being exchanged must at least equal the minimum investment requirement of
the Kemper Fund into which they are being exchanged. Exchanges are made based on
relative dollar values of the shares involved in the exchange. There is no
service fee for an exchange; however, dealers or other firms may charge for
their services in effecting exchange transactions. Exchanges will be effected by
redemption of shares of the fund held and purchase of shares of the other fund.
For federal income tax purposes, any such exchange constitutes a sale upon which
a gain or loss may be realized, depending upon whether the value of the shares
being exchanged is more or less than the shareholder's adjusted cost basis.
Shareholders interested in exercising the exchange privilege may obtain
prospectuses of the other funds from dealers, other firms or KDI. Exchanges may
be accomplished by a written request to KSvC, Attention: Exchange Department,
37
<PAGE>
P.O. Box 419557, Kansas City, Missouri 64141-6557, or by telephone if the
shareholder has given authorization. Once the authorization is on file, the
Shareholder Service Agent will honor requests by telephone at 1-800-621-1048,
subject to the limitations on liability under "Purchase, Repurchase and
Redemption of Shares -- General." Any share certificates must be deposited prior
to any exchange of such shares. During periods when it is difficult to contact
the Shareholder Service Agent by telephone, it may be difficult to use the
telephone exchange privilege. The exchange privilege is not a right and may be
suspended, terminated or modified at any time. Except as otherwise permitted by
applicable regulations, 60 days' prior written notice of any termination or
material change will be provided. Exchanges may only be made for Kemper Funds
that are eligible for sale in the shareholder's state of residence. Currently,
Tax-Exempt California Money Market Fund is available for sale only in California
and the portfolios of Investors Municipal Cash Fund are available for sale only
in certain states.
Systematic Exchange Privilege. The owner of $1,000 or more of any class of the
shares of a Fund, 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 Kemper Fund. If selected, exchanges will be
made automatically until the privilege is terminated by the shareholder or the
other Kemper Fund. Exchanges are subject to the terms and conditions described
above under "Exchange Privilege" except that the $1,000 minimum investment
requirement for the Kemper Fund acquired on exchange is not applicable. This
privilege may not be used for the exchange of shares held in certificated form.
EXPRESS-Transfer. EXPRESS-Transfer permits the transfer of money via the
Automated Clearing House System (minimum $100 and maximum $50,000) from a
shareholder's bank, savings and loan, or credit union account to purchase shares
in a Fund. Shareholders can also redeem shares (minimum $100 and maximum
$50,000) from their Fund account and transfer the proceeds to their bank,
savings and loan, or credit union checking account. Shares purchased by check or
through EXPRESS-Transfer or Bank Direct Deposit may not be redeemed under this
privilege until such shares have been owned for at least 10 days. By enrolling
in EXPRESS-Transfer, the shareholder authorizes the Shareholder Service Agent to
rely upon telephone instructions from any person to transfer the specified
amounts between the shareholder's Fund account and the predesignated bank,
savings and loan or credit union account, subject to the limitations on
liability under "Purchase, Repurchase and Redemption of Shares -- General." Once
enrolled in EXPRESS-Transfer, a shareholder can initiate a transaction by
calling 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 KSvC, P.O. Box 419415, Kansas City,
Missouri 64141-6415. Termination will become effective as soon as the
Shareholder Service Agent has had a reasonable time to act upon the request.
EXPRESS-Transfer cannot be used with passbook savings accounts or for
tax-deferred plans such as Individual Retirement Accounts ("IRAs").
Bank Direct Deposit. A shareholder may purchase additional shares of a Fund
through an automatic investment program. With the Bank Direct Deposit Purchase
Plan ("Bank Direct Deposit"), investments are made automatically (minimum $50
and maximum $50,000) from the shareholder's account at a bank, savings and loan
or credit union into the shareholder's Fund account. By enrolling in Bank Direct
Deposit, the shareholder authorizes the Fund and its agents to either draw
checks or initiate Automated Clearing House debits against the designated
account at a bank or other financial institution. This privilege may be selected
by completing the appropriate section on the Account Application or by
contacting the Shareholder Service Agent for appropriate forms. A shareholder
may terminate his or her Plan by sending written notice to KSvC, P.O. Box
419415, Kansas City, Missouri 64141-6415. Termination by a shareholder will
become effective within thirty days after the Shareholder Service Agent has
received the request. A Fund may immediately terminate a shareholder's Plan in
the event that any item is unpaid by the shareholder's financial institution.
The Funds may terminate or modify this privilege at any time.
Payroll Direct Deposit and Government Direct Deposit. A shareholder may invest
in a Fund through Payroll Direct Deposit or Government Direct Deposit. Under
these programs, all or a portion of a shareholder's net pay or government check
is automatically invested in a Fund account each payment period. A shareholder
may terminate participation in these programs by giving written notice to the
shareholder's employer or government agency, as appropriate. (A reasonable time
to act is required.) A Fund is not responsible for the efficiency of the
employer or government agency making the payment or any financial institutions
transmitting payments.
Systematic Withdrawal Plan. The owner of $5,000 or more of a class of a Fund's
shares at the offering price (net asset value plus, in the case of Class A
shares, the initial sales charge) may provide for the payment from the owner's
account of any requested dollar amount up to $50,000 to be paid to the owner or
a designated payee monthly, quarterly, semiannually or annually. The $5,000
minimum account size is not applicable to Individual Retirement Accounts. The
minimum periodic payment is $100. The maximum annual rate at which Class B
shares, Class A shares purchased under the Large Order NAV Purchase Privilege
38
<PAGE>
and Class C shares in their first year following the purchase 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, a Fund 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 A
shares purchased under the Large Order NAV Purchase Privilege, Class B shares
and Class C shares made pursuant to a systematic withdrawal plan. The right is
reserved to amend the systematic withdrawal plan on 30 days' notice. The plan
may be terminated at any time by the investor or the Funds.
Tax-Sheltered Retirement Plans. The Shareholder Service Agent provides
retirement plan services and documents and KDI can establish investor accounts
in any of the following types of retirement plans:
o Traditional, Roth and Education Individual Retirement Accounts ("IRAs").
This includes Savings Incentive Match Plan for Employees of Small Employers
("SIMPLE"), IRA accounts and Simplified Employee Pension Plan ("SEP") IRA
accounts and prototype documents.
o 403(b)(7) Custodial Accounts. This type of plan is available to employees
of most non-profit organizations.
o Prototype money purchase pension and profit-sharing plans may be adopted by
employers. The maximum annual contribution per participant is the lesser of
25% of compensation or $30,000.
Brochures describing the above plans as well as model defined benefit plans,
target benefit plans, 457 plans, 401(k) plans, SIMPLE 401(k) plans and materials
for establishing them are available from the Shareholder Service Agent upon
request. The brochures for plans with the Funds' custodian describe the current
fees payable for its services as custodian. Investors should consult with their
own tax advisers before establishing a retirement plan.
ADDITIONAL TRANSACTION INFORMATION
General. Banks and other financial services firms may provide administrative
services related to order placement and payment to facilitate transactions in
shares of a Fund for their clients, and KDI may pay them a transaction fee up to
the level of the discount or commission allowable or payable to dealers, as
described above. Banks or other financial services firms may be subject to
various federal and state laws regarding the services described above and may be
required to register as dealers pursuant to state law. If banking firms were
prohibited from acting in any capacity or providing any of the described
services, management would consider what action, if any, would be appropriate.
KDI does not believe that termination of a relationship with a bank would result
in any material adverse consequences to a Fund.
KDI may, from time to time, pay or allow to firms a 1% commission on the amount
of shares of a Fund sold by the firm under the following conditions: (i) the
purchased shares are held in a Kemper IRA account, (ii) the shares are purchased
as a direct "roll over" of a distribution from a qualified retirement plan
account maintained on a participant subaccount record keeping system provided by
Kemper Service Company ("KSvC"), (iii) the registered representative placing the
trade is a member of ProStar, a group of persons designated by KDI in
acknowledgment of their dedication to the employee benefit plan area and (iv)
the purchase is not otherwise subject to a commission.
In addition to the discounts or commissions described above, KDI will, from time
to time, pay or allow additional discounts, commissions or promotional
incentives, in the form of cash, to firms that sell shares of the Funds. In some
instances, such discounts, commissions or other incentives will be offered only
to certain firms that sell or are expected to sell during specified time periods
certain minimum amounts of shares of the Funds or other funds underwritten by
KDI.
Orders for the purchase of shares of a Fund will be confirmed at a price based
on the net asset value of that Fund next determined after receipt by KDI of the
order accompanied by payment. However, orders received by dealers or other
financial services firms prior to the determination of net asset value (see "Net
Asset Value") and received by KDI prior to the close of its business day will be
confirmed at a price based on the net asset value effective on that day ("trade
date"). The Funds reserve the right to determine the net asset value more
frequently than once a day if deemed desirable. Dealers and other financial
services firms are obligated to transmit orders promptly. Collection may take
39
<PAGE>
significantly longer for a check drawn on a foreign bank than for a check drawn
on a domestic bank. Therefore, if an order is accompanied by a check drawn on a
foreign bank, funds must normally be collected before shares will be purchased.
See "Purchase and Redemption of Shares."
Investment dealers and other firms provide varying arrangements for their
clients to purchase and redeem the Funds' shares. Some may establish higher
minimum investment requirements than set forth above. Firms may arrange with
their clients for other investment or administrative services. Such firms may
independently establish and charge additional amounts to their clients for such
services, which charges would reduce the clients' return. Firms also may hold
the Funds' shares in nominee or street name as agent for and on behalf of their
customers. In such instances, the Funds' transfer agent will have no information
with respect to or control over the accounts of specific shareholders. Such
shareholders may obtain access to their accounts and information about their
accounts only from their firm. Certain of these firms may receive compensation
from the Funds through the Shareholder Service Agent for recordkeeping and other
expenses relating to these nominee accounts. In addition, certain privileges
with respect to the purchase and redemption of shares or the reinvestment of
dividends may not be available through such firms. Some firms may participate in
a program allowing them access to their clients' accounts for servicing
including, without limitation, transfers of registration and dividend payee
changes; and may perform functions such as generation of confirmation statements
and disbursement of cash dividends. Such firms, including affiliates of KDI, may
receive compensation from the Funds through the Shareholder Service Agent for
these services. This Statement of Additional Information should be read in
connection with such firms' material regarding their fees and services.
The Funds reserve the right to withdraw all or any part of the offering made by
this Statement of Additional Information and to reject purchase orders. Also,
from time to time, each Fund may temporarily suspend the offering of shares of
any Fund or class of a Fund to new investors. During the period of such
suspension, persons who are already shareholders of a class of a Fund normally
are permitted to continue to purchase additional shares of such class or Fund
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 Statement of Additional Information.
Dividends. Each Fund normally declares and distributes monthly dividends of net
investment income and distributes any net realized capital gains at least
annually.
A Fund may at any time vary its foregoing dividend practices and, therefore,
reserves the right from time to time to either distribute or retain for
reinvestment such of its net investment income and its net short-term and
long-term capital gains as the Board of Trustees of a Fund determines
appropriate under the then current circumstances. In particular, and without
limiting the foregoing, a Fund may make additional distributions of net
investment income or capital gain net income in order to satisfy the minimum
distribution requirements contained in the Internal Revenue Code (the "Code").
Dividends paid by a Fund as to each class of its shares will be calculated in
the same manner, at the same time and on the same day. The level of income
dividends per share (as a percentage of net asset value) will be lower for Class
B and Class C shares than for Class A shares primarily as a result of the
distribution services fee applicable to Class B and Class C shares.
Distributions of capital gains, if any, will be paid in the same amount for each
class.
Income dividends and capital gain dividends, if any, of a Fund will be credited
to shareholder accounts in full and fractional shares of the same class of that
Fund at net asset value, except that, upon written request to the Shareholder
Service Agent, a shareholder may select one of the following options: (1) to
receive income and short-term capital gain dividends in cash and long-term
capital gain dividends in shares of the same class at net asset value; or (2) to
receive income and capital gain dividends in cash.
Any dividends of a Fund that are reinvested normally will be reinvested in
shares of the same class of that same Fund. However, upon written request to the
Shareholder Service Agent, a shareholder may elect to have dividends of a Fund
invested in shares of the same class of another Kemper Fund at the net asset
value of such class of such other fund. To use this privilege of investing
dividends of a Fund in shares of another Kemper Fund, shareholders must maintain
a minimum account value of $1,000 in a Fund distributing the dividends. The
Funds reinvest dividend checks (and future dividends) in shares of that same
Fund and class if checks are returned as undeliverable. Dividends and other
distributions in the aggregate amount of $10 or less are automatically
reinvested in shares of the same Fund unless the shareholder requests that such
policy not be applied to the shareholder's account.
PERFORMANCE
A Fund may advertise several types of performance information for a class of
shares, including "yield" and "average annual total return" and "total return."
Performance information will be computed separately for each class. Each of
40
<PAGE>
these figures is based upon historical results and is not representative of the
future performance of any class of a Fund. A Fund with fees or expenses being
waived or absorbed by Scudder Kemper may also advertise performance information
before and after the effect of the fee waiver or expense absorption.
Performance results for Funds receiving a waiver of fees or absorption of
expenses may be shown with and without the effect of this waiver and expense
absorption. Performance results not giving effect to waivers and expense
absorptions will be lower.
Yield is a measure of the net investment income per share earned over a specific
one month or 30-day period expressed as a percentage of the maximum offering
price of a Fund's shares at the end of the period. Average annual total return
and total return measure both the net investment income generated by, and the
effect of any realized or unrealized appreciation or depreciation of, the
underlying investments in a Fund's portfolio.
Average annual total return and total return figures measure both the net
investment income generated by, and the effect of any realized and unrealized
appreciation or depreciation of, the underlying investments in a Fund's
portfolio for the period referenced, assuming the reinvestment of all dividends.
Thus, these figures reflect the change in the value of an investment in a Fund
during a specified period. Average annual total return will be quoted for at
least the one-, five- and ten-year periods ending on a recent calendar quarter
(or if such periods have not yet elapsed, at the end of a shorter period
corresponding to the life of a Fund for performance purposes). Average annual
total return figures represent the average annual percentage change over the
period in question. Total return figures represent the aggregate percentage or
dollar value change over the period in question.
A Fund's yield is computed in accordance with a standardized method prescribed
by rules of the Securities and Exchange Commission. Each Fund's yield shown
below is based on the one-month period ended as noted.
<TABLE>
<CAPTION>
Fund (Period Ended) Class A Class B Shares Class C Shares
------------------- -------- -------------- --------------
Shares
------
<S> <C> <C> <C>
Short-Term Government (8/31/00) % % %
Strategic (10/31/00) % % %
Government (10/31/00) % % %
High Yield (9/30/00) % % %
High Yield II (9/30/00) % % %
Income and Capital (10/31/00) % % %
Mortgage (9/30/00) % % %
Opportunity Fund (9/30/00) % % %
</TABLE>
Each Fund's yield is computed by dividing the net investment income per share
earned during the specified one month or 30-day period by the maximum offering
price per share (which is net asset value for Class B and Class C shares) on the
last day of the period, according to the following formula:
YIELD = 2 [ (a-b +1 )^6 - 1]
---
cd
Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding
during the period that were entitled to receive dividends.
d = the maximum offering price per share on the last day of
the period (which is net asset value for Class B
and Class C shares).
In computing the foregoing yield, each Fund follows certain standardized
accounting practices specified by Securities and Exchange Commission rules.
These practices are not necessarily consistent with those that each Fund uses to
prepare its annual and interim financial statements in conformity with generally
accepted accounting principles. Each Fund's average annual total return
quotation is computed in accordance with a standardized method prescribed by
rules of the Securities and Exchange Commission. The average annual total return
for a Fund for a specific period is found by first taking a hypothetical $1,000
41
<PAGE>
investment ("initial investment") in a Fund's shares on the first day of the
period, adjusting to deduct the maximum sales charge (in the case of Class A
shares), and computing the "redeemable value" of that investment at the end of
the period. The redeemable value in the case of Class B shares or Class C shares
includes the effect of the applicable contingent deferred sales charge that may
be imposed at the end of the period. The redeemable value is then divided by the
initial investment, and this quotient is taken to the Nth root (N representing
the number of years in the period) and 1 is subtracted from the result, which is
then expressed as a percentage. The calculation assumes that all income and
capital gains dividends paid by a Fund have been reinvested at net asset value
on the reinvestment dates during the period. Average annual total return may
also be calculated without deducting the maximum sales charge.
Calculation of a Fund's total return is not subject to a standardized formula,
except when calculated for purposes of a Fund's "Financial Highlights" table in
the Fund's financial statements and prospectus. Total return performance for a
specific period is calculated by first taking a hypothetical investment
("initial investment") in a Fund's shares on the first day of the period, either
adjusting or not adjusting to deduct the maximum sales charge (in the case of
Class A shares), and computing the "ending value" of that investment at the end
of the period. The total return percentage is then determined by subtracting the
initial investment from the ending value and dividing the remainder by the
initial investment and expressing the result as a percentage. The ending value
in the case of Class B and Class C shares may or may not include the effect of
the applicable contingent deferred sales charge that may be imposed at the end
of the period. The calculation assumes that all income and capital gains
dividends paid by a Fund have been reinvested at net asset value on the
reinvestment dates during the period. Total return may also be shown as the
increased dollar value of the hypothetical investment over the period. Total
return calculations that do not include the effect of the sales charge would be
reduced if such charge were included.
A Fund's performance figures are based upon historical results and are not
representative of future performance. Each Fund's Class A shares are sold at net
asset value plus a maximum sales charge of 4.5% of the offering price (3.5% for
the Short-Term Government and Short-Intermediate Government Funds). Class B,
Class C and Class I shares are sold at net asset value. Redemptions of Class B
shares may be subject to a contingent deferred sales charge that is 4% in the
first year following the purchase, declines by a specified percentage each year
thereafter and becomes zero after six years. Redemption of Class C shares may be
subject to a 1% contingent deferred sales charge in the first year following
purchase. Average annual total return figures do, and total return figures may,
include the effect of the contingent deferred sales charge for the Class B
shares and Class C shares that may be imposed at the end of the period in
question. Performance figures for the Class B shares and Class C shares not
including the effect of the applicable contingent deferred sales charge would be
reduced if it were included. Returns and net asset value will fluctuate. Factors
affecting each Fund's performance include general market conditions, operating
expenses and investment management. Any additional fees charged by a dealer or
other financial services firm would reduce the returns described in this
section. Shares of each Fund are redeemable at the then current net asset value,
which may be more or less than original cost.
A Fund's performance may be compared to that of the Consumer Price Index or
various unmanaged bond indexes including, but not limited to, the Salomon
Brothers High Grade Corporate Bond Index, the Lehman Brothers Adjustable Rate
Index, the Lehman Brothers Aggregate Bond Index, the Lehman Brothers Government/
Corporate Bond Index, the Salomon Brothers Long-Term High Yield Index, the
Salomon Brothers 30 Year GNMA Index and the Merrill Lynch Market Weighted Index
and may also be compared to the performance of other mutual funds or mutual fund
indexes with similar objectives and policies as reported by independent mutual
fund reporting services such as Lipper Analytical Services, Inc. (""Lipper").
Lipper performance calculations are based upon changes in net asset value with
all dividends reinvested and do not include the effect of any sales charges.
Information may be quoted from publications such as Morningstar, Inc., The Wall
Street Journal, Money Magazine, Forbes, Barron's, Fortune, The Chicago Tribune,
USA Today, Institutional Investor and Registered Representative. Also, investors
may want to compare the historical returns of various investments, performance
indexes of those investments or economic indicators, including but not limited
to stocks, bonds, certificates of deposit and other bank products, money market
funds and U.S. Treasury obligations. Bank product performance may be based upon,
among other things, the BANK RATE MONITOR National Index(TM) or various
certificate of deposit indexes. Money market fund performance may be based upon,
among other things, the IBC/Donoghue's Money Fund Report(TM) or Money Market
Insight(TM), reporting services on money market funds. Performance of U.S.
Treasury obligations may be based upon, among other things, various U.S.
Treasury bill indexes. Certain of these alternative investments may offer fixed
rates of return and guaranteed principal and may be insured. Economic indicators
may include, without limitation, indicators of market rate trends and cost of
funds, such as Federal Home Loan Bank Board 11th District Cost of Funds Index
("COFI").
42
<PAGE>
A Fund may depict the historical performance of the securities in which a Fund
may invest over periods reflecting a variety of market or economic conditions
either alone or in comparison with alternative investments, performance indexes
of those investments or economic indicators. A Fund may also describe its
portfolio holdings and depict its size or relative size compared to other mutual
funds, the number and make-up of its shareholder base and other descriptive
factors concerning a Fund.
Each Fund's returns and net asset value will fluctuate and shares of a Fund are
redeemable by an investor at the then current net asset value, which may be more
or less than original cost. Redemption of Class B shares and Class C shares may
be subject to a contingent deferred sales charge as described above. Additional
information about each Fund's performance also appears in its Annual Report to
Shareholders, which is available without charge from the applicable Fund.
The yield or price volatility of a Fund (particularly the Short-Term Government
Fund) may be compared to various securities, such as U.S. Government Securities,
or indexes, such as the COFI referred to above or the constant Maturity Treasury
Index ("CMT") published by the Federal Reserve Board. A Fund may include in its
sales literature and shareholder reports a quotation of the current
"distribution rate" for a Fund. Distribution rate is simply a measure of the
level of dividends distributed for a specified period. It differs from yield,
which is a measure of the income actually earned by a Fund's investments, and
from total return, which is a measure of the income actually earned by, plus the
effect of any realized and unrealized appreciation or depreciation of, such
investments during the period. Distribution rate is, therefore, not intended to
be a complete measure of performance. Distribution rate may sometimes be greater
than yield since, for instance, it may include gains from the sale of options or
other short-term and possibly long-term gains (which may be non-recurring) and
may not include the effect of amortization of bond premiums.
Comparative information with respect to certain indices may be included. Please
note the differences and similarities between the investments which a Fund may
purchase and the investments measured by the applicable indices. The Consumer
Price Index is generally considered to be a measure of inflation. The Lehman
Brothers Adjustable Rate Index generally represents the performance of
adjustable rate mortgages during various market conditions. The Lehman Brothers
Aggregate Bond Index generally represents the performance of intermediate and
long-term government bonds and investment grade corporate debt securities and
mortgage-backed securities during various market conditions. The Lehman Brothers
Government/Corporate Bond Index generally represents the performance of
intermediate and long-term government and investment grade corporate debt
securities during various market conditions. The Merrill Lynch Market Weighted
Index generally represents the performance of short- and intermediate-term
Treasury and GNMA securities during various market conditions. The Salomon
Brothers High Grade Corporate Bond Index generally represents the performance of
high grade long-term corporate bonds during various market conditions. The
Salomon Brothers Long-Term High Yield Index generally represents the performance
of high yield debt securities during various market conditions. The Salomon
Brothers 30 Year GNMA Index generally represents the performance of GNMA 30-year
pass-through mortgages. The foregoing bond indices are unmanaged. The market
prices and yields of corporate and government bonds will fluctuate. The net
asset values and returns of each class of shares of the Funds will also
fluctuate.
KEMPER HIGH YIELD FUND II -- AS OF SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL Class A Class B Class C
RETURNS Shares Shares Shares
------- ------ ------ ------
<S> <C> <C> <C>
Life of Fund(+)
% % %
(+) Since November 30, 1998
KEMPER HIGH YIELD OPPORTUNITY FUND - AS OF SEPTEMBER 30, 2000
AVERAGE ANNUAL TOTAL Class A Class B Class C
RETURNS Shares Shares Shares
------- ------ ------ ------
Life of Fund(+) % % %
One Year % % %
(+) Since 10/01/97
</TABLE>
43
<PAGE>
KEMPER HIGH YIELD FUND
Performance figures for Class B and C shares of the Fund for the period May 31,
1994 to September 30, 2000 reflect the actual performance of these classes of
shares. Returns for Class B and C shares for the period January 26, 1978 to May
31, 1994 are derived from the historical performance of Class A shares, adjusted
to reflect the operating expenses applicable to Class B and C shares, which may
be higher or lower than those of Class A shares. The performance figures are
also adjusted to reflect the maximum sales charge of 4.50% for Class A shares
and the maximum current contingent deferred sales charge of 4% for Class B
shares and 1% for Class C shares.
The returns in the chart below assume reinvestment of distributions at net asset
value and represent both actual past performance figures and adjusted
performance figures of the Class A shares of the Fund as described above; they
do not guarantee future results. Investment return and principal value will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.
KEMPER HIGH YIELD FUND -- AS OF SEPTEMBER 30, 2000*
AVERAGE ANNUAL Class A Class B Class C
TOTAL RETURNS Shares Shares Shares
------------- ------ ------ ------
Life of Fund (+) % -- --
Life of Fund (++) -- % %
Ten Years % % %
Five Years % % %
One Year % % %
(+) Since January 26, 1978 for Class A Shares.
(++) Since May 31, 1994 for Class B and Class C Shares.
* Because Class B and C shares were not introduced until May 31, 1994, the total
return for Class B and C shares for the period prior to their introduction is
based upon the performance of Class A shares from the commencement of investment
operations, January 26, 1978 through May 31, 1994. Actual performance of Class B
and C shares is shown beginning May 31, 1994.
KEMPER INCOME AND CAPITAL PRESERVATION FUND
Performance figures for Class B and C shares of the Fund for the period May 31,
1994 to October 31, 2000 reflect the actual performance of these classes of
shares. Returns for Class B and C shares for the period April 15, 1974 to May
31, 1994 are derived from the historical performance of Class A shares, adjusted
to reflect the operating expenses applicable to Class B and C shares, which may
be higher or lower than those of Class A shares. The performance figures are
also adjusted to reflect the maximum sales charge of 4.50% for Class A shares
and the maximum current contingent deferred sales charge of 4% for Class B
shares and 1% for Class C shares.
The returns in the chart below assume reinvestment of distributions at net asset
value and represent both actual past performance figures and adjusted
performance figures of the Class A shares of the Fund as described above; they
do not guarantee future results. Investment return and principal value will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.
KEMPER INCOME AND CAPITAL PRESERVATION FUND -- AS OF OCTOBER 31, 2000*
AVERAGE ANNUAL Class A Class B Class C
TOTAL RETURNS Shares Shares Shares
------------- ------ ------ ------
Life of Fund(+) % -- --
Life of Fund(++) -- % %
Ten Years % % %
Five Years % % %
One Year % % %
(+) Since April 15, 1974 for Class A Shares
(++) Since May 31, 1994 for Class B And Class C Shares
* Because Class B and C shares were not introduced until May 31, 1994,
respectively, the total return for Class B and C shares for the period prior to
their introduction is based upon the performance of Class A shares from the
commencement of investment operations, April 15, 1974 through May 31, 1994.
Actual performance of Class B and C shares is shown beginning May 31, 1994.
KEMPER SHORT-TERM U.S. GOVERNMENT FUND
44
<PAGE>
Performance figures for Class B and C shares of the Fund for the period May 31,
1994 to August 31, 1999 reflect the actual performance of these classes of
shares. Returns for Class B and C shares for the period September 1, 1987 to May
31, 1994 are derived from the historical performance of Class A shares, adjusted
to reflect the operating expenses applicable to Class B and C shares, which may
be higher or lower than those of Class A shares. The performance figures are
also adjusted to reflect the maximum sales charge of 3.50% for Class A shares
and the maximum current contingent deferred sales charge of 4% for Class B
shares and 1% for Class C shares.
The returns in the chart below assume reinvestment of distributions at net asset
value and represent both actual past performance figures and adjusted
performance figures of the Class A shares of the Fund as described above; they
do not guarantee future results. Investment return and principal value will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.
KEMPER SHORT-TERM U.S. GOVERNMENT FUND -- AS OF AUGUST 31, 2000*
AVERAGE ANNUAL Class A Class B Class C
TOTAL RETURNS Shares Shares Shares
------------- ------ ------ ------
Life of Fund(+) % -- --
Life of Fund(++) -- % %
Ten Years % % %
Five Years % % %
One Year % % %
(+) Since September 1, 1987 for Class A Shares.
(++) Since May 31, 1994 for Class B and Class C Shares.
* Because Class B and C shares were not introduced until May 31, 1994,
respectively, the total return for Class B and C shares for the period prior to
their introduction is based upon the performance of Class A shares from the
commencement of investment operations, September 1, 1987 through May 31, 1994.
Actual performance of Class B and C shares is shown beginning May 31, 1994.
KEMPER STRATEGIC INCOME FUND
Performance figures for Class B and C shares of the Fund for the period May 31,
1994 to October 31, 2000 reflect the actual performance of these classes of
shares. Returns for Class B and C shares for the period June 23, 1977 to May 31,
1994 are derived from the historical performance of Class A shares, adjusted to
reflect the operating expenses applicable to Class B and C shares, which may be
higher or lower than those of Class A shares. The performance figures are also
adjusted to reflect the maximum sales charge of 4.50% for Class A shares and the
maximum current contingent deferred sales charge of 4% for Class B shares and 1%
for Class C shares.
The returns in the chart below assume reinvestment of distributions at net asset
value and represent both actual past performance figures and performance figures
of the Class A shares of the Fund as described above; they do not guarantee
future results. Investment return and principal value will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their original
cost.
KEMPER STRATEGIC INCOME FUND -- AS OF OCTOBER 31, 2000*
AVERAGE ANNUAL Class A Class B Class C
TOTAL RETURNS Shares Shares Shares
------------- ------ ------ ------
Life of Fund(+) % -- --
Life of Fund(++) -- % %
Ten Years % % %
Five Years % % %
One Year % % %
(+) Since June 23, 1977 for Class A Shares.
(++) Since May 31, 1994 for Class B and Class C Shares.
* Because Class B and C shares were not introduced until May 31, 1994,
respectively, the total return for Class B and C shares for the period prior to
their introduction is based upon the performance of Class A shares from the
commencement of investment operations, June 23, 1977 through May 31, 1994.
Actual performance of Class B and C shares is shown beginning May 31, 1994.
KEMPER U.S. GOVERNMENT SECURITIES FUND
Performance figures for Class B and C shares of the Fund for the period May 31,
1994 to October 31, 2000 reflect the actual performance of these classes of
shares. Returns for Class B and C shares for the period October 1, 1979 to May
31, 1994 are derived from the historical performance of Class A shares, adjusted
to reflect the operating expenses applicable to Class B and C shares, which may
45
<PAGE>
be higher or lower than those of Class A shares. The performance figures are
also adjusted to reflect the maximum sales charge of 4.50% for Class A shares
and the maximum current contingent deferred sales charge of 4% for Class B
shares and 1% for Class C shares.
The returns in the chart below assume reinvestment of distributions at net asset
value and represent both actual past performance figures and adjusted
performance figures of the Class A shares of the Fund as described above; they
do not guarantee future results. Investment return and principal value will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.
KEMPER U.S. GOVERNMENT SECURITIES FUND -- AS OF OCTOBER 31, 2000*
AVERAGE ANNUAL Class A Class B Class C
TOTAL RETURNS Shares Shares Shares
------------- ------ ------ ------
Life of Fund(+) % -- --
Life of Fund(++) -- % %
Ten Years % % %
Five Years % % %
One Year % % %
(+) Since October 1, 1979 for Class A Shares (when ZKI assumed investment
advisory responsibilities for the Fund; prior to that date, the Fund was
managed by another investment adviser that was not affiliated with ZKI)
(++) Since May 31, 1994 for Class B and Class C Shares.
* Because Class B and C shares were not introduced until May 31, 1994,
respectively, the total return for Class B and C shares for the period prior to
their introduction is based upon the performance of Class A shares from the
commencement of investment operations, October 1, 1979 through May 31, 1994.
Actual performance of Class B and C shares is shown beginning May 31, 1994.
KEMPER U.S. MORTGAGE FUND
Performance figures for Class A and C shares of the Fund for the period January
10, 1992 and May 31, 1994, respectively, to September 30, 2000 reflect the
actual performance of these classes of shares. Returns for Class A and C shares
for the period October 26, 1984 to January 10, 1992 and May 31, 1994,
respectively, are derived from the historical performance of Class B shares,
adjusted to reflect the operating expenses applicable to Class A and C shares,
which may be higher or lower than those of Class B shares. The performance
figures are also adjusted to reflect the maximum sales charge of 4.50% for Class
A shares and the maximum current contingent deferred sales charge of 4% for
Class B shares and 1% for Class C shares.
The returns in the chart below assume reinvestment of distributions at net asset
value and represent both actual past performance figures and performance figures
of the Class B shares of the Fund as described above; they do not guarantee
future results. Investment return and principal value will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their original
cost.
KEMPER U.S. MORTGAGE FUND -- AS OF SEPTEMBER 30, 2000*
AVERAGE ANNUAL Class A Class B Class C
TOTAL RETURNS Shares Shares Shares
------------- ------ ------ ------
Life of Fund(+) % -- --
Life of Fund(++) -- % --
Life of Fund(+++) -- -- %
Ten Years % % %
Five Years % % %
One Year % % %
(+) Since January 10, 1992 for Class A Shares.
(++) Since October 26, 1984 for Class B Shares.
(+++) Since May 31, 1994 for Class C Shares.
* Because Class A and C shares were not introduced until October 26, 1984 and
May 31, 1994, respectively, the total return for Class A and C shares for the
period prior to their introduction is based upon the performance of Class B
shares from the commencement of investment operations, October 26, 1984 through
May 31, 1994. Actual performance of Class A and C shares is shown beginning
January 10, 1992 and May 31, 1994, respectively.
There may be quarterly periods following the periods reflected in the
performance bar chart in the fund's prospectus which may be higher or lower than
those included in the bar chart.
46
<PAGE>
Investors may want to compare the performance of a Fund to that of certificates
of deposit issued by banks and other depository institutions. Certificates of
deposit represent an alternative income producing product. Certificates of
deposit may offer fixed or variable interest rates and principal is guaranteed
and may be insured. Withdrawal of deposits prior to maturity will normally be
subject to a penalty. Rates offered by banks and other depository institutions
are subject to change at any time specified by the issuing institution. The
shares of a Fund are not insured and net asset value as well as yield will
fluctuate. Shares of a Fund are redeemable at net asset value which may be more
or less than original cost. The bonds in which the Funds invest are generally of
longer term than most certificates of deposit and may reflect longer term market
interest rate fluctuations.
Investors also may want to compare the performance of a Fund to that of U.S.
Treasury bills, notes or bonds because such instruments represent alternative
income producing products. Treasury obligations are issued in selected
denominations. Rates of Treasury obligations are fixed at the time of issuance
and payment of principal and interest is backed by the full faith and credit of
the U.S. Treasury. The market value of such instruments will generally fluctuate
inversely with interest rates prior to maturity and will equal par value at
maturity. As noted in the prospectus, the government guarantee of the bonds in
the Short-Term Government, Government and Mortgage Funds does not guarantee the
market value of their respective shares. The net asset value of a Fund will
fluctuate. Shares of a Fund are redeemable at net asset value which may be more
or less than original cost. Each Fund's yield will also fluctuate.
From time to time, the Short-Term Government Fund may compare its yield or price
volatility to various securities, such as U.S. Government Securities, or to
certain indices including, but not limited to, the J.P. Morgan one-, three-, and
five-year constant maturity Treasury yield indices, which are based on estimated
Treasury security yields adjusted to constant maturity and the Federal Home Loan
Bank Board 11th District Cost of Funds Index (COFI), which represents the
weighted average cost of funds for savings institutions in Arizona, California
and Nevada and is based on the one month annualized yield of savings deposits,
Federal Home Loan Advances and other borrowings, such as repurchase agreements.
CAPITAL STRUCTURE
The Short-Term Government, Strategic, Government, Income and Capital Funds, and
High Yield Series are open-end management investment companies, organized as
separate business trusts under the laws of Massachusetts. The Short-Term
Government Fund was organized as a business trust under the laws of
Massachusetts on May 28, 1987. Prior to February 5, 1999, the Fund was known as
"Kemper Adjustable Rate U.S. Government Fund." Effective February 5, 1999, that
Fund pursuant to a reorganization succeeded to the assets and liabilities of
Kemper Short-Intermediate Government Fund, a series, or "Portfolio", of Kemper
Portfolios. Prior to January 1, 1992, the Fund was known as "Kemper Enhanced
Government Income Fund." The Strategic Fund was organized as a business trust
under the laws of Massachusetts on October 24, 1985.
Prior to February 5, 1999, the Fund was known as "Kemper Diversified Income
Fund." Effective January 31, 1986, that Fund pursuant to a reorganization
succeeded to the assets and liabilities of Kemper Option Income Fund, Inc., a
Maryland corporation organized in 1977. Prior to February 1, 1989, the Fund was
known as "Kemper Option Income Fund." The Government Fund was organized as a
business trust under the laws of Massachusetts on October 24, 1985. Effective
January 31, 1986, that Fund pursuant to a reorganization succeeded to the assets
and liabilities of Kemper U.S. Government Securities Fund, Inc., a Maryland
corporation (formerly known as Kemper Fund For Government Guaranteed Securities,
Inc.) organized in 1980 as successor to a Pennsylvania business trust organized
in 1977. The High Yield and Opportunity Funds are separate series, or
"Portfolios," of Kemper High Yield Series. The High Yield Series was organized
as a business trust under the laws of Massachusetts on October 24, 1985 with a
single portfolio. Effective January 31, 1986, that Trust, pursuant to a
reorganization succeeded to the assets and liabilities of Kemper High Yield
Fund, Inc., a Maryland corporation organized in 1977. Prior to October 1, 1997,
the Trust was known as Kemper High Yield Fund. The Income and Capital Fund was
organized as a business trust under the laws of Massachusetts on October 24,
1985. Effective January 31, 1986, that Fund pursuant to a reorganization
succeeded to the assets and liabilities of Kemper Income and Capital
Preservation Fund, Inc., a Maryland corporation organized in 1972. The Mortgage
Fund is (and the Short-Intermediate Government Fund was) a separate series, or
"Portfolio", of Kemper Portfolios ("KP"), an open-end management investment
company organized as a business trust under the laws of Massachusetts on August
9, 1985. Effective November 20, 1987, KP pursuant to a reorganization succeeded
to the assets and liabilities of Investment Portfolios, Inc., a Maryland
corporation organized on March 26, 1982. After such reorganization, KP was known
as Investment Portfolios until February 1, 1991, and thereafter until May 28,
1994, as Kemper Investment Portfolios, when the name of KP became "Kemper
Portfolios." Until December 1, 1989, the Mortgage Fund was known as the
"Government Plus Portfolio" and prior to May 28, 1994, the Mortgage Fund was
known as the "Government Portfolio." High Yield Fund II is a series of Kemper
47
<PAGE>
Income Trust, a business trust organized under the laws of Massachusetts on
August 27, 1998. Each Fund is a diversified, open-end management investment
company.
Each Trust may issue an unlimited number of shares of beneficial interest in one
or more series or "Portfolios," all having no par value, which may be divided by
the Board of Trustees into classes of shares. The Board of Trustees of each
Trust may authorize the issuance of additional classes and additional Portfolios
if deemed desirable, each with its own investment objective, policies and
restrictions. Since the Trusts may offer multiple Portfolios, each is known as a
"series company."
Shares of a Portfolio have equal noncumulative voting rights and equal rights
with respect to dividends, assets and liquidation of such Portfolio and are
subject to any preferences, rights or privileges of any classes of shares of the
Portfolio. Currently, each Portfolio offers four classes of shares. These are
Class A, Class B and Class C shares, as well as Class I shares, which have
different expenses, that may affect performance, and are available for purchase
exclusively by the following investors:
(a) tax-exempt retirement plans of Scudder Kemper and its affiliates; and (b)
the following investment advisory clients of Scudder Kemper and its investment
advisory affiliates that invest at least $1 million in a Portfolio: (1)
unaffiliated benefit plans, such as qualified retirement plans (other than
individual retirement accounts and self-directed retirement plans); (2)
unaffiliated banks and insurance companies purchasing for their own accounts;
and (3) endowment funds of unaffiliated non-profit organizations. Shares of each
Portfolio have equal noncumulative voting rights except that Class B and Class C
shares have separate and exclusive voting rights with respect to each
Portfolio's Rule 12b-1 Plan. Shares of each class also have equal rights with
respect to dividends, assets and liquidation subject to any preferences (such as
resulting from different Rule 12b-1 distribution fees), rights or privileges of
any classes of shares of a Portfolio. Shares of each Portfolio are fully paid
and nonassessable when issued, are transferable without restriction and have no
preemptive or conversion rights. The Trusts are not required to hold annual
shareholder meetings and do not intend to do so. However, they will hold special
meetings as required or deemed desirable for such purposes as electing trustees,
changing fundamental policies or approving an investment management agreement.
Subject to the Agreement and Declaration of Trust of each Trust, shareholders
may remove trustees. If shares of more than one Portfolio for any Trust are
outstanding, shareholders will vote by Portfolio and not in the aggregate or by
class except when voting in the aggregate is required under the 1940 Act, such
as for the election of trustees, or when voting by class is appropriate.
The Funds generally are not required to hold meetings of their shareholders.
Under the Agreement and Declaration of Trust of each Fund ("Declaration of
Trust"), however, shareholder meetings will be held in connection with the
following matters: (a) the election or removal of trustees if a meeting is
called for such purpose; (b) the adoption of any contract for which shareholder
approval is required by the 1940 Act ("1940 Act"); (c) any termination of the
Fund or a class to the extent and as provided in the Declaration of Trust; (d)
any amendment of the Declaration of Trust (other than amendments changing the
name of the Fund, supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent provision thereof);
(e) (with respect to the Mortgage and Short-Intermediate Government Funds only)
as to whether a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class on behalf of the Fund or the
shareholders, to the same extent as the stockholders of a Massachusetts business
corporation; and (f) such additional matters as may be required by law, the
Declaration of Trust, the By-laws of the Fund, or any registration of the Fund
with the Securities and Exchange Commission or any state, or as the trustees may
consider necessary or desirable. The shareholders also would vote upon changes
in fundamental investment objectives, policies or restrictions.
Each trustee serves until the next meeting of shareholders, if any, called for
the purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) each Fund will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.
Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of a Fund stating that such shareholders wish to
communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a trustee, each
Fund has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.
48
<PAGE>
Each Fund's Declaration of Trust provides that the presence at a shareholder
meeting in person or by proxy of at least 30% of the shares entitled to vote on
a matter shall constitute a quorum. Thus, a meeting of shareholders of a Fund
could take place even if less than a majority of the shareholders were
represented on its scheduled date. Shareholders would in such a case be
permitted to take action which does not require a larger vote than a majority of
a quorum, such as the election of trustees and ratification of the selection of
auditors. Some matters requiring a larger vote under the Declaration of Trust,
such as termination or reorganization of a Fund and certain amendments of the
Declaration of Trust, would not be effected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.
Each Fund's Declaration of Trust specifically authorizes the Board of Trustees
to terminate a Fund or any Portfolio or class by notice to the shareholders
without shareholder approval.
Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of a
Fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of each Fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by a
Fund or the Fund's trustees. Moreover, the Declaration of Trust provides for
indemnification out of Fund property for all losses and expenses of any
shareholder held personally liable for the obligations of a Fund and each Fund
will be covered by insurance which the trustees consider adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by Scudder Kemper remote
and not material, since it is limited to circumstances in which a disclaimer is
inoperative and such Fund itself is unable to meet its obligations.
Master/feeder structure
The Board has the discretion to retain the current distribution arrangement for
each Fund while investing in a master fund in a master/feeder structure fund as
described below.
A master/feeder fund structure is one in which a fund (a "feeder fund"), instead
of investing directly in a portfolio of securities, invests most or all of its
investment assets in a separate registered investment company (the "master
fund") with substantially the same investment objective and policies as the
feeder fund. Such a structure permits the pooling of assets of two or more
feeder funds, preserving separate identities or distribution channels at the
feeder fund level. Based on the premise that certain of the expenses of
operating an investment portfolio are relatively fixed, a larger investment
portfolio may eventually achieve a lower ratio of operating expenses to average
net assets. An existing investment company is able to convert to a feeder fund
by selling all of its investments, which involves brokerage and other
transaction costs and realization of a taxable gain or loss, or by contributing
its assets to the master fund and avoiding transaction costs and, if proper
procedures are followed, the realization of taxable gain or loss.
INVESTMENT MANAGER
Investment Manager
Scudder Kemper Investments, Inc. (the "Investment Manager"), an investment
counsel firm, acts as investment adviser to the Funds. This organization, the
predecessor of which is Scudder, Stevens & Clark, Inc., is one of the most
experienced investment counsel firms in the U. S. It was established as a
partnership in 1919 and pioneered the practice of providing investment counsel
to individual clients on a fee basis. In 1928 it introduced the first no-load
mutual fund to the public. In 1953 the Investment Manager introduced Scudder
International Fund, Inc., the first mutual fund available in the U.S. investing
internationally in securities of issuers in several foreign countries. The
predecessor firm reorganized from a partnership to a corporation on June 28,
1985. On December 31, 1997, Zurich Insurance Company ("Zurich") acquired a
majority interest in the Investment Manager, and Zurich Kemper Investments,
Inc., a Zurich subsidiary, became part of the Investment Manager. The Investment
Manager's name changed to Scudder Kemper Investments, Inc. On September 7, 1998,
the businesses of Zurich (including Zurich's 70% interest in Scudder Kemper) and
the financial services businesses of B.A.T Industries p.l.c. ("B.A.T") were
combined to form a new global insurance and financial services company known as
Zurich Financial Services Group. By way of a dual holding company structure,
former Zurich shareholders initially owned approximately 57% of Zurich Financial
Services Group, with the balance initially owned by former B.A.T shareholders.
Founded in 1872, Zurich is a multinational, public corporation organized under
the laws of Switzerland. Its home office is located at Mythenquai 2, 8002
Zurich, Switzerland. Historically, Zurich's earnings have resulted from its
49
<PAGE>
operations as an insurer as well as from its ownership of its subsidiaries and
affiliated companies (the "Zurich Insurance Group"). Zurich and the Zurich
Insurance Group provide an extensive range of insurance products and services
and have branch offices and subsidiaries in more than 40 countries throughout
the world.
The principal source of the Investment Manager's income is professional fees
received from providing continuous investment advice. Today, it provides
investment counsel for many individuals and institutions, including insurance
companies, colleges, industrial corporations, and financial and banking
organizations as well as providing investment advice to over [XX] open and
closed-end mutual funds.
The Investment Manager maintains a large research department, which conducts
continuous studies of the factors that affect the position of various
industries, companies and individual securities. The Investment Manager receives
published reports and statistical compilations from issuers and other sources,
as well as analyses from brokers and dealers who may execute portfolio
transactions for the Investment Manager's clients. However, the Investment
Manager regards this information and material as an adjunct to its own research
activities. The Investment Manager's international investment management team
travels the world, researching hundreds of companies. In selecting the
securities in which the Funds may invest, the conclusions and investment
decisions of the Investment Manager with respect to the Funds are based
primarily on the analyses of its own research department.
Certain investments may be appropriate for a fund and also for other clients
advised by the Investment Manager. Investment decisions for a fund and other
clients are made with a view to achieving their respective investment objectives
and after consideration of such factors as their current holdings, availability
of cash for investment and the size of their investments generally. Frequently,
a particular security may be bought or sold for only one client or in different
amounts and at different times for more than one but less than all clients.
Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling the security. In addition, purchases or sales
of the same security may be made for two or more clients on the same day. In
such event, such transactions will be allocated among the clients in a manner
believed by the Investment Manager to be equitable to each. In some cases, this
procedure could have an adverse effect on the price or amount of the securities
purchased or sold by a fund. Purchase and sale orders for a fund may be combined
with those of other clients of the Investment Manager in the interest of
achieving the most favorable net results to that fund.
In certain cases, the investments for a fund are managed by the same individuals
who manage one or more other mutual funds advised by the Investment Manager,
that have similar names, objectives and investment styles. You should be aware
that the Funds are likely to differ from these other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance of the
Funds can be expected to vary from those of these other mutual funds.
The investment management agreements were approved by shareholders at a special
meeting in December 1998.
The current investment management fee rates are payable monthly, at the annual
rates shown below.
<TABLE>
<CAPTION>
Short-Term
Government, Income
and Capital and Strategic and High High Yield II and
Average Daily Net Assets Mortgage Yield Government Opportunity
------------------------ -------- ----- ---------- -----------
<S> <C> <C> <C> <C>
$0-$250 million 0.55% 0.58% 0.45% 0.65%
$250 million-$1 billion 0.52 0.55 0.43 0.62
$1 billion-$2.5 billion 0.50 0.53 0.41 0.60
$2.5 billion-$5 billion 0.48 0.51 0.40 0.58
$5 billion-$7.5 billion 0.45 0.48 0.38 0.55
$7.5 billion-$10 billion 0.43 0.46 0.36 0.53
$10 billion-$12.5 billion 0.41 0.44 0.34 0.51
Over $12.5 billion 0.40 0.42 0.32 0.49
</TABLE>
The investment management fees paid by each Fund for its last three fiscal years
are shown in the table below. (The Opportunity Fund commenced operations on
October 1, 1997. The High Yield Fund II commenced operations on November 30,
1998.)
<TABLE>
<CAPTION>
Fund 2000 1999 1998
---- ---- ---- ----
50
<PAGE>
<S> <C> <C>
Short-Term Government $889,000 $415,000
Strategic $4,628,000 $4,986,000
Government $13,436,000 $14,451,000
High Yield $25,773,000 $27,887,000
High Yield II $0* --
Income and Capital $3,432,000 $3,472,000
Mortgage $10,100,000 $11,862,000
Opportunity $245,000 $102,000
</TABLE>
*The Investment Manager temporarily agreed to absorb certain operating expenses
of High Yield II. Under this arrangement, the Investment Manager waived and
absorbed expenses of $998,000 for the period ended September 30, 1999.
The Manager may serve as adviser to other funds with investment objectives and
policies similar to those of the Funds that may have different distribution
arrangements or expenses, which may affect performance.
Code of Ethics
The Funds, the Investment Manager and principal underwriter have each adopted
codes of ethics under rule 17j-1 of the Investment Company Act. Board members,
officers of the Funds and employees of the Investment Manager and principal
underwriter are permitted to make personal securities transactions, including
transactions in securities that may be purchased or held by the Funds, subject
to requirements and restrictions set forth in the applicable Code of Ethics. The
Investment Manager's Code of Ethics contains provisions and requirements
designed to identify and address certain conflicts of interest between personal
investment activities and the interests of the Funds. Among other things, the
Investment Manager's Code of Ethics prohibits certain types of transactions
absent prior approval, imposes time periods during which personal transactions
may not be made in certain securities, and requires the submission of duplicate
broker confirmations and quarterly reporting of securities transactions.
Additional restrictions apply to portfolio managers, traders, research analysts
and others involved in the investment advisory process. Exceptions to these and
other provisions of the Investment Manager's Code of Ethics may be granted in
particular circumstances after review by appropriate personnel.
Administrative Services. Administrative services are provided to each Fund under
an administrative services agreement ("administrative agreement") with KDI. KDI
bears all its expenses of providing services pursuant to the administrative
agreement between KDI and a Fund, including the payment of service fees. For the
services under the administrative agreement, each Fund pays KDI an
administrative services fee, payable monthly, at the annual rate of up to 0.25%
of average daily net assets of each class of the Fund.
KDI has entered into related arrangements with various broker-dealer firms and
other service or administrative firms ("firms"), that provide services and
facilities for their customers or clients who are investors of a Fund. The firms
provide such office space and equipment, telephone facilities and personnel as
is necessary or beneficial for providing information and services to their
clients. Such services and assistance may include, but are not limited to,
establishing and maintaining accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding a Fund,
assistance to clients in changing dividend and investment options, account
designations and addresses and such other administrative services as may be
agreed upon from time to time and permitted by applicable statute, rule or
regulation. With respect to Class A shares, KDI pays each firm a service fee,
normally payable quarterly, at an annual rate of up to 0.15% (0.25% for the
Mortgage Fund) of the net assets in Fund accounts that it maintains and services
attributable to Class A shares acquired prior to October 1, 1993, and (b) up to
0.25% of net assets of those accounts that it maintains and services
attributable to Class A shares acquired on or after October 1, 1993, in each
case commencing with the month after investment. With respect to Class B shares
and Class C shares, KDI currently advances to firms the first-year service fee
at a rate of up to 0.25% of the purchase price of such shares. For periods after
the first year, KDI currently intends to pay firms a service fee at an annual
rate of up to 0.25% (calculated monthly and normally paid quarterly) of the net
assets attributable to Class B and Class C shares maintained and serviced by the
firm and the fee continues until terminated by KDI or a Fund. Firms to which
service fees may be paid include affiliates of KDI. In addition, KDI may, from
time to time, from its own resources pay certain firms additional amounts for
ongoing administrative services and assistance provided to their customers and
clients who are shareholders of the Trusts. In addition, effective January 1,
2000 with respect to assets for which KDI provides administrative services, each
Fund will pay KDI an administrative services fee of 0.15% of such assets.
Administrative services fees paid by each Fund are set forth below:
51
<PAGE>
<TABLE>
<CAPTION>
Administrative Service Fees Paid by Fund
----------------------------------------
Total Service Fees Service Fees Paid by
Fund Fiscal Class A Class B Class C Paid by KDI to KDI to KDI
---- ------- ------- ------- ------- -------- ----
Year Firms Affiliated Firms
---- ----- ----------------
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Kemper High Yield Fund 2000
---------------------------------------------------------------------------------------------------------------------
Kemper High Yield Fund 1999
---------------------------------------------------------------------------------------------------------------------
Kemper High Yield Fund 1998
---------------------------------------------------------------------------------------------------------------------
Kemper High Yield Fund II 2000
---------------------------------------------------------------------------------------------------------------------
Kemper High Yield Fund II 1999
---------------------------------------------------------------------------------------------------------------------
Kemper High Yield Fund II 1998
---------------------------------------------------------------------------------------------------------------------
Kemper High Yield 2000
Opportunity Fund
---------------------------------------------------------------------------------------------------------------------
Kemper High Yield 1999
Opportunity Fund
---------------------------------------------------------------------------------------------------------------------
Kemper High Yield 1998
Opportunity Fund
---------------------------------------------------------------------------------------------------------------------
Kemper Income and Capital 2000
Preservation Fund
---------------------------------------------------------------------------------------------------------------------
Kemper Income and Capital 1999
Preservation Fund
---------------------------------------------------------------------------------------------------------------------
Kemper Income and Capital 1998
Preservation Fund
---------------------------------------------------------------------------------------------------------------------
Kemper Short-Term U.S. 2000
Government Fund
---------------------------------------------------------------------------------------------------------------------
Kemper Short-Term U.S. 1999
Government Fund
---------------------------------------------------------------------------------------------------------------------
Kemper Short-Term U.S. 1998
Government Fund
---------------------------------------------------------------------------------------------------------------------
Kemper Strategic Income 2000
Fund
---------------------------------------------------------------------------------------------------------------------
Kemper Strategic Income 1999
Fund
---------------------------------------------------------------------------------------------------------------------
Kemper Strategic Income 1998
Fund
---------------------------------------------------------------------------------------------------------------------
Kemper U.S. Mortgage Fund 2000
---------------------------------------------------------------------------------------------------------------------
Kemper U.S. Mortgage Fund 1999
---------------------------------------------------------------------------------------------------------------------
Kemper U.S. Mortgage Fund 1998
---------------------------------------------------------------------------------------------------------------------
</TABLE>
Opportunity Fund which commenced operations on October 1, 1997 and the High
Yield Fund II, which commenced operations on November 30, 1998).
KDI also may provide some of the above services and may retain any portion of
the fee under the administrative agreement not paid to firms to compensate
itself for administrative functions performed for a Fund. Currently, the
administrative services fee payable to KDI is payable at the annual rate of
0.25% based upon Fund assets in accounts for which a firm provides
administrative services and is payable at the annual rate of 0.15% based upon
52
<PAGE>
Fund assets in accounts for which there is no firm (other than KDI) listed on a
Fund's records. In addition, effective January 1, 2000 with respect to assets
for which KDI provides administrative services, each Fund will pay KDI an
administrative services fee of 0.15% of such assets.
The effective administrative services fee rate to be charged against all assets
of a Fund while this procedure is in effect will depend upon the proportion of
Fund assets that is in accounts for which a firm of record provides
administrative services, as well as (except for the Mortgage Fund), with respect
to Class A shares, the date when shares representing such assets were purchased.
The Board of Trustees of a Fund, in its discretion, may approve paying the fee
to KDI at the 0.25% annual rate on all Fund assets in the future.
Certain trustees or officers of the Funds are also directors or officers of
Scudder Kemper or KDI as indicated under "Officers and Trustees."
CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT. State Street Bank and
Trust Company ("SSB"), 225 Franklin Street, Boston, Massachusetts 02110, as
custodian, has custody of all securities and cash of each Fund. It attends to
the collection of principal and income, and payment for and collection of
proceeds of securities bought and sold by each Fund.
State Street Bank and Trust Company is also each Fund's transfer agent and
dividend-paying agent. Pursuant to a services agreement with SSB, Kemper Service
Company ("KSvC"), an affiliate of Scudder Kemper, serves as "Shareholder Service
Agent" of each Fund and, as such, performs all of SSB's duties as transfer agent
and dividend paying agent. SSB receives as transfer agent, and pays to KSvC as
follows: annual account fees of $14.00 ($23.00 for retirement accounts) plus set
up charges, annual fees associated with the contingent deferred sales charge
(Class B only), an asset-based fee of 0.05% and out-of-pocket reimbursement.
--------------------------------------------------------------------------------
Fund Fees SSB Paid to KSvC
---- ---------------------
--------------------------------------------------------------------------------
Kemper High Yield Fund
--------------------------------------------------------------------------------
Kemper High Yield Fund II
--------------------------------------------------------------------------------
Kemper High Yield
Opportunity Fund
--------------------------------------------------------------------------------
Kemper Income and Capital
Preservation Fund
--------------------------------------------------------------------------------
Kemper Short-Term U.S.
Government Fund
--------------------------------------------------------------------------------
Kemper Strategic Income Fund
--------------------------------------------------------------------------------
Kemper U.S. Government
Securities Fund
--------------------------------------------------------------------------------
Kemper U.S. Mortgage Fund
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS AND REPORTS TO SHAREHOLDERS. The Funds'independent
auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606,
audit and report on the Funds'annual financial statements, review certain
regulatory reports and the Funds'federal income tax returns, and perform other
professional accounting, auditing, tax and advisory services when engaged to do
so by the Funds. Shareholders will receive annual audited financial statements
and semi-annual unaudited financial statements.
LEGAL COUNSEL. Vedder, Price, Kaufman & Kammholz, 222 North LaSalle Street,
Chicago, Illinois 60601, serves as legal counsel to each Fund other than High
Yield Fund II. Dechert Price & Rhoads, Ten Post Office Square South, Boston,
Massachusetts 02109, serves as legal counsel for High Yield Fund II.
OFFICERS AND TRUSTEES
The officers and trustees of the Funds, their birthdates, their principal
occupations and their affiliations, if any, with the Investment Manager and KDI,
are listed below. All persons named as officers and trustees also serve in
similar capacities for other funds advised by the Investment Manager.
53
<PAGE>
JOHN W. BALLANTINE (2/16/46), Trustee, 1500 North Lake Shore Drive, Chicago,
Illinois; First Chicago NBD Corporation/The First National Bank of Chicago:
1996-1998 Executive Vice President and Chief Risk Management Officer; 1995-1996
Executive Vice President and Head of International Banking; 1992-1995 Executive
Vice President, Chief Credit and Market Risk Officer.
LEWIS A. BURNHAM (1/8/33), Trustee, 16410 Avila Boulevard, Tampa, Florida;
Retired; formerly, Partner, Business Resources Group; formerly, Executive Vice
President, Anchor Glass Container Corporation.
DONALD L. DUNAWAY (3/8/37), Trustee, 7011 Green Tree Drive, Naples, Florida;
Retired; formerly, Executive Vice President, A.O. Smith Corporation (diversified
manufacturer).
ROBERT B. HOFFMAN (12/11/36), Trustee, 1530 North State Parkway, Chicago,
Illinois; Chairman, Harnischfeger Industries, Inc. (machinery for the mining and
paper industries); formerly, Vice Chairman and Chief Financial Officer, Monsanto
Company (agricultural, pharmaceutical and nutritional/food products); formerly,
Vice President, Head of International Operations, FMC Corporation (manufacturer
of machinery and chemicals).
DONALD R. JONES (1/17/30), Trustee, 182 Old Wick Lane, Inverness, Illinois;
Retired; Director, Motorola, Inc. (manufacturer of electronic equipment and
components); formerly, Executive Vice President and Chief Financial Officer,
Motorola, Inc.
THOMAS W. LITTAUER (4/26/55), Trustee and Vice President*, Two International
Place, Boston, Massachusetts; Managing Director, Investment Manager; formerly,
Head of Broker Dealer Division of an unaffiliated investment management firm
during 1997; prior thereto, President of Client Management Services of an
unaffiliated investment management firm from 1991 to 1996.
SHIRLEY D. PETERSON (9/3/41), Trustee, 401 Rosemont Avenue, Frederick, Maryland;
President, Hood College; formerly, Partner, Steptoe & Johnson (attorneys); prior
thereto, Commissioner, Internal Revenue Service; prior thereto, Assistant
Attorney General (Tax), U.S. Department of Justice; Director, Bethlehem Steel
Corp.
WILLIAM P. SOMMERS (7/22/33), Trustee, 24717 Harbour View Drive, Ponte Vedra
Beach, Florida; Consultant and Director, SRI Consulting; prior thereto,
President and Chief Executive Officer, SRI International (research and
development); prior thereto, Executive Vice President, Iameter (medical
information and educational service provider); prior thereto, Senior Vice
President and Director, Booz, Allen & Hamilton Inc. (management consulting
firm); Director, PSI Inc., Evergreen Solar, Inc. and Litton Industries.
MARK S. CASADY (9/21/60), President*, Two International Place, Boston,
Massachusetts; Managing Director, Investment Manager; formerly, Institutional
Sales Manager of an unaffiliated mutual fund distributor.
PHILIP J. COLLORA (11/15/45), Vice President and Secretary*, 222 South Riverside
Plaza, Chicago, Illinois; Senior Vice President and Assistant Secretary,
Investment Manager.
ANN M. McCREARY (11/6/56), Vice President*, 345 Park Avenue, New York, New York;
Managing Director, Investment Manager.
KATHRYN L. QUIRK (12/3/52), Vice President*, 345 Park Avenue, New York, New
York; Managing Director, Investment Manager.
LINDA J. WONDRACK (9/12/64), Vice President*, Two International Place, Boston,
Massachusetts; Senior Vice President, Investment Manager.
JOHN R. HEBBLE (6/27/58), Treasurer*, Two International Place, Boston,
Massachusetts; Senior Vice President, Investment Manager.
BRENDA LYONS (2/21/63), Assistant Treasurer*, Two International Place, Boston,
Massachusetts; Senior Vice President, Investment Manager.
CAROLINE PEARSON (4/1/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Senior Vice President, Investment Manager; formerly,
Associate, Dechert Price & Rhoads (law firm) 1989 to 1997.
MAUREEN E. KANE (2/14/62), Assistant Secretary*, Two International Place,
Boston, Massachusetts; Vice President, Investment Manager; formerly, Assistant
Vice President of an unaffiliated investment management firm; prior thereto,
Associate Staff Attorney of an unaffiliated investment management firm;
Associate, Peabody & Arnold (law firm).
Additional Officers for Short-Term Government Fund:
RICHARD L. VANDENBERG (11/16/49), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Investment Manager; formerly, Executive
Vice President and Senior Portfolio Manager with an unaffiliated investment
management firm.
54
<PAGE>
Additional Officers for Strategic Fund:
J. PATRICK BEIMFORD, JR. (5/25/50), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Investment Manager
Additional Officers for High Yield Fund and High Yield Opportunity Fund:
MICHAEL A. McNAMARA, see above.*
HARRY E. RESIS, JR., see above*
Additional Officers for High Yield Fund II:
KATHRYN L. QUIRK, Trustee, see above*
MICHAEL A. MCNAMARA, see above*
HARRY E. RESIS, JR., see above*
Additional Officers for Income and Capital Preservation Fund:
ROBERT S. CESSINE (1/5/50), Vice President*, 222 South Riverside Plaza, Chicago,
Illinois; Managing Director, Investment Manager; formerly, Vice President,
Wellington Management Company.
Additional Officers for Mortgage Fund (Kemper Portfolios):
FRANK J. RACHWALSKI, JR. (3/26/45), Vice President*, 222 South Riverside Plaza,
Chicago, Illinois; Managing Director, Investment Manager
RICHARD L. VANDENBERG, see above*
* Interested persons as defined in the 1940 Act.
The trustees and officers who are "interested persons" as designated above
receive no compensation from a Fund. The table below shows amounts paid or
accrued to those trustees who are not designated "interested persons" during
each Fund's 1999 fiscal year except that the information in the last column is
for calendar year 2000.
TO BE UPDATED
<TABLE>
<CAPTION>
Name of Trustee Short-Term Strategic Government High Yield Income & Income Kemper Total
Government Fund Fund Series Capital Fund Trust Portfolios+ Compensation
Fund ---- ---- ------ ---- ----- ----------- Kemper
Funds Paid
to
Trustees**
----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John W.
Ballantine (1)
Lewis A. Burnham
Donald L. Dunaway*
Robert B. Hoffman
Donald R. Jones
Shirley D. Peterson
William P.
Sommers
</TABLE>
(1) Appointed to the Board May 18, 1999.
+ Includes Kemper Cash Reserves Fund, Mortgage Fund and Short-Intermediate
Government Fund. The Kemper Short-Intermediate Government Fund was reorganized
into Kemper Adjustable Rate U.S. Government Fund on February 5, 1999. The
Short-Term Government Fund was then renamed Kemper Short-Term U.S. Government
Fund.
* Pursuant to deferred compensation agreements with the Kemper Funds,
deferred amounts accrue interest monthly at a rate equal to the yield of Zurich
Money Funds -- Zurich Money Market Fund. Total deferred amounts and interest
55
<PAGE>
accrued through August 31, 1999, September 30, 1999 and October 31, 1999 are
$23,000, $22,900, $50,200, $40,800, $20,400 and $52,500 for Mr. Dunaway for the
Short-Term Government Fund, Strategic Fund, Government Fund, High Yield Fund,
Income and Capital Fund and Kemper Portfolios, respectively.
** Includes compensation during 1998 for service on 25 funds managed by
Scudder Kemper with 43 fund portfolios. Each trustee currently serves as a
trustee of 26 funds managed by Scudder Kemper with 48 fund portfolios.
As of November 30, 1999, the officers and trustees of the Funds, as a group,
owned less than 1% of the then outstanding shares of each Fund. No person owned
of record 5% or more of the outstanding shares of any class of any Fund, except
that the following owned of record shares of the following Funds:
Kemper Short-Term U.S. Government Fund
NAME CLASS PERCENTAGE
National Financial Services
FBO Sonia Hyman
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner &
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
National Financial Services
FBO Edward & Martha Rice
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner &
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
First Union Securities
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
Kemper U.S. Government Securities
NAME CLASS PERCENTAGE
National Financial Services
56
<PAGE>
FBO James Signorelli
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner &
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
BHC Securities, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
National Financial Services
FBO Oscar Cerrano
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner &
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
First Union Securities
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
Scudder Kemper Investments
Money Purchase Plan
345 Park Avenue
New York, NY 10154
Scudder Kemper Investments
Profit Sharing Plan
345 Park Avenue
New York, NY 10154
ZIM Inc.
LaSalle National Bank, TTEE
222 S. Riverside Plaza
Chicago, IL 60606
57
<PAGE>
Kemper High Yield Fund
NAME CLASS PERCENTAGE
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner &
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
First Union Securities
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
National Financial Services
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner &
Smith
4800 Deer Lake Drive East
Jacksonville, FL 07303
First Union Securities
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
Federal Kemper Life Inc.
Scudder Trust Co., TTEE
P.O. Box 957
Salem, NH 03079
Scudder Kemper Investments
Profit Sharing Plan
345 Park Avenue
New York, NY 10154
First Union National Bank
1525 W. WT Harris Blvd.
Charlotte, NC 26262
Kemper High Yield Fund II
NAME CLASS PERCENTAGE
National Financial Services
58
<PAGE>
FBO Nancy & Betty Swiggett
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
BHC Securities, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
First Union Securities
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
National Financial Services
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
BHC Securities, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
First Union Securities
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
National Financial Services
200 Liberty Street
New York, NY 10281
First Union Securities
Commission Accounting
77 W. Wacker Drive
Chicago, IL 60601
Triquest Financial
1965 Yosemite Avenue
Simi Valley, CA 93063
Kemper Strategic Income Fund
NAME CLASS PERCENTAGE
National Financial Services
Bernard Rother, TTEE
200 Liberty Street
59
<PAGE>
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner &
Smith
FBP Kretan Painting
4800 Deer Lake Drive East
Jacksonville, FL 07303
BHC Securities, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
National Financial Services
Virginia Collins, TTEE
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner &
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
Kemper High Yield Opportunity Fund
NAME CLASS PERCENTAGE
National Financial Services
FBO Ingrid & Kenneth Snowe
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Edward Pipkin, Jr.
125 Twin Cove Drive
Stevensville, MD 21666
National Financial Services
FBO William & Janet Hanrahan
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
National Financial Services
FBO Pamela & Terry Bickel
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
60
<PAGE>
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Kemper Service Company
811 Main Street
Kansas City, MO 64105
Prudential Securities
FBO Franklin Bell
1 New York Plaza
New York, NY 10004
Investor's Fiduciary Trust Co.
1445 Scorpious Drive
Idaho Falls, ID 83402
Kemper Income & Capital Preservation
NAME CLASS PERCENTAGE
National Financial Services
FBO Lloyd & Margaret Thomas
200 Liberty Street
New York, NY 10281
Merrill Lynch, Pierce, Fenner &
Smith
FBO Helga Berger, IRA
4800 Deer Lake Drive East
Jacksonville, FL 07303
National Financial Services
FBO Joan Flaherty
200 Liberty Street
New York, NY 10281
Donaldson, Lufkin & Jenrette
Securities Corp.
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner &
Smith
4800 Deer Lake Drive East
Jacksonville, FL 07303
BHC Securities, Inc.
61
<PAGE>
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
National Financial Services
FBO Theodore & Marybeth Midgett
200 Liberty Street
New York, NY 10281
Merrill Lynch, Pierce, Fenner &
Smith
FBO Laura Novak, IRA
4800 Deer Lake Drive East
Jacksonville, FL 07303
Raymond James & Associates
P.O. Box 12749
St. Petersburg, FL 33733
Scudder Kemper Investments
Profit Sharing Plan
345 Park Avenue
New York, NY 10154
Federal Kemper Life Insurance
Scudder Trust Co., TTEE
Money Purchase Pension Plan
P.O. Box 957
Salem, NH 03079
Kemper U.S. Mortgage Fund
NAME CLASS PERCENTAGE
Merrill Lynch, Pierce, Fenner &
Smith
FBO Lorraine McBride, IRA
4800 Deer Lake Drive East
Jacksonville, FL 07303
Painewebber, Inc.
Mutual Fund Dept.
1000 Harbor Blvd.
8th Floor
Weehawken, NJ 07087
Merrill Lynch, Pierce, Fenner &
Smith
For the Sole Benefit of Customers
4800 Deer Lake Drive East
Jacksonville, FL 07303
Morongo Band of Mission Indians
Cmmunity Service Reserve
Account
62
<PAGE>
11581 Potrero Road
Banning, CA 92220
Principal Underwriter. Pursuant to separate underwriting and distribution
services agreements ("distribution agreements"), Kemper Distributors Inc.
("KDI"), 222 South Riverside Plaza, Chicago, Illinois, 60606, a wholly owned
subsidiary of Scudder Kemper, is the principal underwriter and distributor for
the shares of each Fund and acts as agent of each Fund in the continuous
offering of its shares. KDI bears all its expenses of providing services
pursuant to the distribution agreement, including the payment of any
commissions. Each Fund pays the cost for the prospectus and shareholder reports
to be set in type and printed for existing shareholders, and KDI, as principal
underwriter, pays for the printing and distribution of copies thereof used in
connection with the offering of shares to prospective investors. KDI also pays
for supplementary sales literature and advertising costs.
Each distribution agreement continues in effect from year to year so long as
such continuance is approved for each class at least annually by a vote of the
Board of Trustees of a Fund, including the Trustees who are not interested
persons of the Fund and who have no direct or indirect financial interest in the
agreement. Each agreement automatically terminates in the event of its
assignment and may be terminated for a class at any time without penalty by a
Fund or by KDI upon 60 days notice. Termination by a Fund with respect to a
class may be by vote of a majority of the Board of Trustees, or a majority of
the Trustees who are not interested persons of the Fund and who have no direct
or indirect financial interest in the agreement, or a "majority of the
outstanding voting securities" of the class of the Fund, as defined under the
1940 Act. The agreement may not be amended for a class to increase the fee to be
paid by a Fund with respect to such class without approval by a majority of the
outstanding voting securities of such class of the Fund and all material
amendments must in any event be approved by the Board of Trustees in the manner
described above with respect to the continuation of the agreement. The
provisions concerning the continuation, amendment and termination of the
distribution agreement are on a Fund by Fund basis and for each Fund on a class
by class basis.
Class A Shares. KDI receives no compensation from the Trusts as principal
underwriter for Class A shares and pays all expenses of distribution of each
Fund's Class A shares under the distribution agreement not otherwise paid by
dealers or other financial services firms. As indicated under "Purchase,
Repurchase and Redemption of Shares," KDI retains the sales charge upon the
purchase of shares and pays or allows concessions or discounts to firms for the
sale of each Fund's shares. The following information concerns the underwriting
commissions paid in connection with the distribution of each Fund's Class A
shares for the fiscal years noted.
TO BE UPDATED
<TABLE>
<CAPTION>
Commissions Commissions KDI Commissions Paid to
Class A Shares Fiscal Year Retained by KDI Paid to All Firms KDI Affiliated Firms
-------------- ----------- --------------- ----------------- --------------------
<S> <C> <C> <C> <C>
Short-Term Government 2000
1999 $5,000 0 0
1998 $8,000 91,000 0
Strategic 2000
1999 $175,000 0 0
1998 $151,000 1,236,000 0
Government 2000
1999 $222,000 0 3,000
1998 $227,000 1,665,000 8,000
High Yield 2000
1999 $660,000 0 40,000
1998 $1,521,000 12,060,000 174,000
63
<PAGE>
High Yield II 2000
1999 $96,000 0 0
Income and Capital 2000
1999 $62,000 0 0
1998 $70,000 578,000 0
Mortgage 2000
1999 $30,000 0 0
1998 $35,000 272,000 0
Opportunity 2000
1999 $19,000 0 0
1998 $187,000 26,000 0
</TABLE>
Class B Shares and Class C Shares. If a Rule 12b-1 Plan (the "Plan") is
terminated in accordance with its terms, the obligation of a Fund to make
payments to KDI pursuant to the Plan will cease and a Fund will not be required
to make any payments past the termination date. Thus, there is no legal
obligation for a Fund to pay any expenses incurred by KDI in excess of its fees
under a Plan, if for any reason the Plan is terminated in accordance with its
terms. Future fees under the Plan may or may not be sufficient to reimburse KDI
for its expenses incurred.
For its services under the distribution agreement, KDI receives a fee from each
Fund pursuant to the Rule 12b-1 Plan, payable monthly, at the annual rate of
0.75% of average daily net assets of each Fund attributable to Class B shares.
This fee is accrued daily as an expense of Class B shares. KDI also receives any
contingent deferred sales charges. See "Purchase, Repurchase and Redemption of
Shares -- Contingent Deferred Sales Charge -- Class B Shares." KDI currently
compensates firms for sales of Class B shares at a commission rate of 3.75%.
For its services under the distribution agreement, KDI receives a fee from each
Fund pursuant to the Rule 12b-1 Plan, payable monthly, at the annual rate of
0.75% of average daily net assets of each Fund attributable to Class C shares.
This fee is accrued daily as an expense of Class C shares. KDI currently
advances to firms the first year distribution fee at a rate of 0.75% of the
purchase price of Class C shares. For periods after the first year, KDI
currently pays firms for sales of Class C shares a distribution fee, payable
quarterly, at an annual rate of 0.75% of net assets attributable to Class C
shares maintained and serviced by the firm and the fee continues until
terminated by KDI or a Fund. KDI also receives any contingent deferred sales
charges. See "Purchase, Repurchase and Redemption of Shares -- Contingent
Deferred Sales Charges -- Class C Shares".
Expenses of the Funds and of KDI in connection with the Rule 12b-1 plans for the
Class B and Class C shares are set forth below (The Opportunity Fund commenced
operations on October 1, 1997 and the High Yield Fund II commenced operations on
November 30, 1998). A portion of the marketing, sales and operating expenses
shown below could be considered overhead expense.
<TABLE>
<CAPTION>
Other Distribution Expenses paid by KDI
---------------------------------------
Contingent Total Distribution
Distribution Deferred Distribution Paid by
Fees Paid Sales Fees Paid KDI to KDI Advertising Marketing Misc.
Class B Fiscal by Fund Charges by KDI to Affiliated and Prospectus and Sales Operating Interest
Shares Year to KDI Paid to KDI Firms Firms Literature Printing Expenses Expenses Expenses
------ ---- ------ ----------- ----- ----- ---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Short-Term 2000
1999 588,708 184,642 0 0 11,992 1,187 34,800 15,768 86,768
Government 2000
1999 $53,000 31,000 78,000 0 10,243 742 20,074 18,228 87,819
1998 $51,000 31,000 112,000 0 10,000 1,000 25,000 492,000 36,000
Strategic 2000
64
<PAGE>
1999 1,844,585 762,753 0 0 193,285 11,321 481,691 72,363 722,443
1998 $2,208,000 502,000 2,939,000 0 359,087 42,027 741,917 131,028 814,441
Government 2000
1999 1,023,196 394,450 0 0 175,252 13,036 471,976 68,029 741,630
1998 $677,000 186,000 1,288,000 0 105,653 14,079 226,194 45,628 489,426
High Yield 2000
1999 9,936,029 3,183,508 0 0 1,156,635 132,290 2 ,927,997 333,899 4,375,108
1998 $10,804,000 2,203,000 18,022,000 0 2,242,157 191,602 4 ,538,360 682,073 3,001,886
High Yield II 2000
1999 284,321 75,193 0 0 215,154 19,186 572,319 103,058 89,337
Income and 2000
Capital 1999 830,424 315,732 1,023,406 0 109,194 7,709 286,200 48,117 495,860
1998 $705,000 199,000 1,001,000 0 94,710 11,383 200,587 42,317 441,045
Mortgage 2000
1999 1,688,689 348,884 0 0 46,483 5,085 119,311 31,670 -1,589,105
1998 $3,968,000 734,000 542,000 0 78,207 6,758 153,532 46,272 -955,066
Opportunity 2000
1999 123,127 38,890 0 0 32,827 3,691 83,403 17,255 76,886
1998 $52,000 6,000 487,000 0 46,797 3,897 89,792 38,890 27,289
</TABLE>
<TABLE>
<CAPTION>
Other Distribution Expenses Paid by KDI
---------------------------------------
Total Distribution
Distribution Contingent Distribution Paid by
Fees Paid Deferred Fees paid KDI to KDI Advertising Marketing Misc.
Class C Fiscal by Fund to Sales KDI by KDI to Affiliated and Prospectus and Sales Operating Interest
Shares Year KDI Charges Firms Firms Literature Printing Expenses Expenses Expenses
------ ---- --- ------- ----- ----- ---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Short-Term 2000
Government 1999 73,741 3,627 0 0 13,259 1,243 36,788 8,753 21,403
1998 $10,000 1,000 14,000 0 5,131 373 9,366 14,033 19,184
Strategic 2000
1999 242,533 12,325 0 0 53,143 3,338 133,148 29,759 73,790
1998 $175,000 16,000 225,000 0 66,838 8,554 146,568 32,759 14,435
Government 2000
1999 235,527 37,883 0 0 75,567 5,597 198,303 32,776 58,038
1998 $105,000 2,000 149,000 0 26,880 4,121 59,658 19,821 11,029
High Yield 2000
1999 1,494,792 124,877 0 0 342,750 37,346 891,392 108,574 519,465
1998 $1,298,000 83,000 1,432,000 0 491,828 41,776 1,002,114 163,164 384,393
High Yield II 2000
1999 99,330 17,050 0 0 77,848 7,535 226,186 55,855 10,039
Income and 2000
Capital 1999 144,543 10,939 0 0 36,752 2,633 99,890 21,884 46,404
1998 $93,000 2,000 114,000 0 27,577 3,411 58,411 19,627 9,491
Mortgage 2000
1999 29,214 1,797 0 0 3,535 403 9,079 12,307 14,384
1998 $24,000 - 26,000 0 5,808 443 11,282 12,512 11,791
Opportunity 2000
1999 27,036 3,950 0 0 9,635 985 24,783 9,940 5,080
1998 $9,000 1,000 19,000 0 7,173 595 15,074 13,590 1,048
</TABLE>
Rule 12b-1 Plans. Each Trust/Corporation has adopted on behalf of the Funds, in
accordance with Rule 12b-1 under the 1940 Act, separate Rule 12b-1 distribution
plans pertaining to each Fund's Class B and Class C shares (each a "Plan").
Under each Plan, the Fund pays KDI a distribution fee, payable monthly, at the
annual rate of [0.75%] of the average daily net assets attributable to its Class
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<PAGE>
B or Class C shares. Under each Plan, KDI may compensate various financial
services firms ("Firms") for sales of Fund shares and may pay other commissions,
fees and concessions to such Firms. The distribution fee compensates KDI for
expenses incurred in connection with activities primarily intended to result in
the sale of a Fund's Class B or Class C shares, including the printing of
prospectuses and reports for persons other than existing shareholders and the
preparation, printing and distribution of sales literature and advertising
materials.
Among other things, each Plan provides that KDI will prepare reports for the
Board on a quarterly basis for each class showing amounts paid to the various
Firms and such other information as the Board may reasonably request. Each Plan
will continue in effect indefinitely, provided that such continuance is approved
at least annually by vote of a majority of the Board, and a majority of the
Board Members who are not "interested persons" (as defined in the 1940 Act) of
the Funds and who have no direct or indirect financial interest in the operation
of the Plan ("Qualified Board Members"), cast at an in-person meeting called for
such purpose, or by vote of at least a majority of the outstanding voting
securities of the applicable class. Any material amendment to a Plan must be
approved by vote of a majority of the Board, and of the Qualified Board Members.
An amendment to a Plan to increase materially the amount to be paid to KDI by a
Fund for distribution services with respect to the applicable class must be
approved by a majority of the outstanding voting securities of that class. While
each Plan is in effect, the selection and nomination of Board Members who are
not "interested persons" shall be committed to the discretion of the Board
Members who are not themselves "interested persons". If a Plan is terminated (or
not renewed) with respect to either class, the Plan with respect to the other
class may continue in effect unless it also has been terminated (or not
renewed).
Taxes. Each Fund intends to continue to qualify as a regulated investment
company under Subchapter M of the Code and, if so qualified, will not be liable
for federal income taxes to the extent its earnings are distributed. A Fund's
options, futures and foreign currency transactions are subject to special tax
provisions that may accelerate or defer recognition of certain gains or losses,
change the character of certain gains or losses, or alter the holding periods of
certain of a Fund's securities.
The mark-to-market rules of the Code may require a Fund to recognize unrealized
gains and losses on certain options and futures held by a Fund at the end of the
fiscal year. Under these provisions, 60% of any capital gain or loss recognized
will generally be treated as long-term and 40% as short-term. However, although
certain forward contracts on foreign currency are marked-to-market, the gain or
loss is generally ordinary under Section 988 of the Code. In addition, the
straddle rules of the Code would require deferral of certain losses realized on
positions of a straddle to the extent that a Fund had unrealized gains in
offsetting positions at year end.
Gains and losses attributable to fluctuations in the value of foreign currencies
will be characterized generally as ordinary gain or loss under Section 988 of
the Code. For example, if a Fund sold a foreign bond and part of the gain or
loss on the sale was attributable to an increase or decrease in the value of a
foreign currency, then the currency gain or loss may be treated as ordinary
income or loss. If such transactions result in greater net ordinary income, the
dividends paid by a Fund will be increased; if the result of such transactions
is lower net ordinary income, a portion of dividends paid could be classified as
a return of capital.
TO BE UPDATED
At August 31, 2000 the Short-Term Government Fund had an accumulated net
realized capital loss for federal income tax purposes of approximately
$9,204,000, which is available to offset future taxable capital gains. If not
applied, the carryover expires during the period 1999 through 2007. In addition,
from November 1, 1997 through August 31, 1999, the Fund incurred approximately
$2,820,000 of net realized losses. As permitted by tax regulations, the Fund
intends to elect to defer these losses and treat them as arising in the fiscal
year ending August 31, 2000. The Fund does not intend to distribute realized
capital gains until the capital loss carryover is exhausted.
At October 31, 2000, the Strategic Fund had an accumulated net realized capital
loss for federal income tax purposes of approximately $73,810,000, which is
available to offset future taxable capital gains. If not applied, the carryover
expires during the period 2002 through 2007. The Fund does not intend to
distribute realized capital gains until the capital loss carryover is exhausted.
At October 31, 2000, the Government Fund had an accumulated net realized capital
loss for federal income tax purposes of approximately $632,822,000, which is
available to offset future taxable capital gains. If not applied, the carryover
expires during the period 2002 through 2007. The Fund does not intend to
distribute realized capital gains until the capital loss carryover is exhausted.
At October 31, 2000, the Income and Capital Fund had an accumulated net realized
capital loss for federal income tax purposes of approximately $19,357,000, which
is available to offset future taxable capital gains. If not applied, the
66
<PAGE>
carryover expires during the period 2002 through 2007. The Fund does not intend
to distribute realized capital gains until the capital loss carryover is
exhausted.
At September 30, 2000, the High Yield Fund had an accumulated net realized
capital loss for federal income tax purposes of approximately $90,019,000, which
is available to offset future taxable capital gains. If not applied, the
carryover expires during the period 2003 through 2007. The Fund does not intend
to distribute realized capital gains until the capital loss carryover is
exhausted.
At September 30, 2000, the Mortgage Fund had an accumulated net realized capital
loss for federal income tax purposes of approximately $604,550,000, which is
available to offset future taxable capital gains. If not applied, the carryover
expires during the period 2000 through 2005. The Fund does not intend to
distribute realized capital gains until the capital loss carryover is exhausted.
At September 30, 2000, the Opportunity Fund had an accumulated net realized
capital loss for federal income tax purposes of approximately $274,000, which is
available to offset future taxable capital gains. If not applied, the carryover
expires in 2007. In addition, from November 1, 1998 through September 30, 1999,
the Opportunity Fund, incurred approximately $1,543,000 of net realized losses.
As permitted by tax regulations, the Fund intends to elect to defer these losses
and treat them as arising in the fiscal year ending September 30, 2000. The Fund
does not intend to distribute realized capital gains until the capital loss
carryover is exhausted.
From October 31, 1999 through September 30, 2000, the High Yield Fund II,
incurred approximately $1,200,000 of net realized losses. As permitted by tax
regulations, the Fund intends to elect to defer these losses and treat them as
arising in the fiscal year ending October 31, 2000. The Fund does not intend to
distribute realized capital gains until the capital loss carryover is exhausted.
A 4% excise tax is imposed on the excess of the required distribution for a
calendar year over the distributed amount for such calendar year. The required
distribution is the sum of 98% of a Fund's net investment income for the
calendar year plus 98% of its capital gain net income for the one-year period
ending October 31, plus any undistributed net investment income from the prior
calendar year, plus any undistributed capital gain net income from the one-year
period ended October 31 in the prior calendar year, minus any overdistribution
in the prior calendar year. For purposes of calculating the required
distribution, foreign currency gains or losses occurring after October 31 are
taken into account in the following calendar year. Each Fund intends to declare
or distribute dividends during the appropriate periods of an amount sufficient
to prevent imposition of the 4% excise tax.
A shareholder who redeems shares of a Fund will recognize capital gain or loss
for federal income tax purposes measured by the difference between the value of
the shares redeemed and the adjusted cost basis of the shares. Any loss
recognized on the redemption of Fund shares held six months or less will be
treated as long-term capital loss to the extent that the shareholder has
received any long-term capital gain dividends on such shares. A shareholder who
has redeemed shares of a Fund (other than shares of the Kemper Cash Reserves
Fund not acquired by exchange from another Kemper Mutual Fund) or other Kemper
Mutual Fund listed under "Special Features -- Class A Shares -- Combined
Purchases" may reinvest the amount redeemed at net asset value at the time of
the reinvestment in shares of any Fund or in shares of a Kemper Mutual Fund
within six months of the redemption as described in the prospectus. If redeemed
shares were purchased after October 3, 1989 and were held less than 91 days,
then the lesser of (a) the sales charge waived on the reinvested shares, or (b)
the sales charge incurred on the redeemed shares, is included in the basis of
the reinvested shares and is not included in the basis of the redeemed shares.
If a shareholder realized a loss on the redemption or exchange of a Fund's
shares and reinvests in shares of the same Fund within 30 days before or after
the redemption or exchange, the transactions may be subject to the wash sale
rules resulting in a postponement of the recognition of such loss for federal
income tax purposes. An exchange of a Fund's shares for shares of another fund
is treated as a redemption and reinvestment for federal income tax purposes upon
which gain or loss may be recognized.
A Fund's investment income derived from foreign securities and certain American
Depositary Receipts may be subject to foreign income taxes withheld at the
source. Because the amount of a Fund's investments in various countries will
change from time to time, it is not possible to determine the effective rate of
such taxes in advance.
Shareholders who are non-resident aliens are subject to U.S. withholding tax on
ordinary income dividends (whether received in cash or shares) at a rate of 30%
or such lower rate as prescribed by any applicable tax treaty. Dividends derived
from net investment income and net short-term capital gains are taxable to
shareholders as ordinary income and long-term capital gain dividends are taxable
to shareholders as long-term capital gain regardless of how long the shares have
been held and whether received in cash or shares. Long-term capital gain
dividends received by individual shareholders are taxed at a maximum rate of 20%
on gains realized by a Fund from securities held more than 12 months. Dividends
declared in October, November or December to shareholders of record as of a date
in one of those months and paid during the following January are treated as paid
67
<PAGE>
on December 31 of the calendar year declared. A portion of the dividends paid by
the Strategic, High Yield or Opportunity Funds may qualify for the dividends
received deduction available to corporate shareholders. However, it is
anticipated that only a small portion, if any, of the dividends paid by such
Funds will so qualify. No portion of the dividends paid by the Short-Term
Government, Government, Income and Capital, or Mortgage Funds will qualify for
the dividends received deduction.
A dividend received shortly after the purchase of shares reduces the net asset
value of the shares by the amount of the dividend and, although in effect a
return of capital, will be taxable to the shareholder. If the net asset value of
shares were reduced below the shareholder's cost by dividends representing gains
realized on sales of securities, such dividends would be a return of investment
though taxable as stated above.
Fund dividends that are derived from interest on direct (but not guaranteed)
obligations of the U.S. Government and certain of its agencies and
instrumentalities may be exempt from state and local taxes in certain states. In
other states, arguments can be made that such distributions should be exempt
from state and local taxes based on federal law, 31 U.S.C. Section 3124, and the
U.S. Supreme Court's interpretation of that provision in American 37 Bank and
Trust Co. v. Dallas County, 463 U.S. 855 (1983). Shareholders should consult
their tax advisers regarding the possible exclusion of such portion of their
dividends for state and local income tax purposes. Each Fund is required by law
to withhold 31% of taxable dividends and redemption proceeds paid to certain
shareholders who do not furnish a correct taxpayer identification number (in the
case of individuals, a social security number) and in certain other
circumstances. Trustees of qualified retirement plans and 403(b)(7) accounts are
required by law to withhold 20% of the taxable portion of any distribution that
is eligible to be "rolled over." The 20% withholding requirement does not apply
to distributions from Individual Retirement Accounts ("IRAs") or any part of a
distribution that is transferred directly to another qualified retirement plan,
403(b)(7) account, or IRA. Shareholders should consult with their tax advisers
regarding the 20% withholding requirement.
After each transaction, shareholders will receive a confirmation statement
giving complete details of the transaction except that statements will be sent
quarterly for transactions involving dividend reinvestment and periodic
investment and redemption programs. Information for income tax purposes,
including information regarding any foreign taxes and credits, will be provided
after the end of the calendar year. Shareholders are encouraged to retain copies
of their account confirmation statements or year-end statements for tax
reporting purposes, including information regarding any foreign taxes and
credits. However, those who have incomplete records may obtain historical
account transaction information at a reasonable fee.
When more than one shareholder resides at the same address, certain reports and
communications to be delivered to such shareholders may be combined in the same
mailing package, and certain duplicate reports and communications may be
eliminated. Similarly, account statements to be sent to such shareholders may be
combined in the same mailing package or consolidated into a single statement.
However, a shareholder may request that the foregoing policies not be applied to
the shareholder's account.
PORTFOLIO TRANSACTIONS
Brokerage Commissions
Allocation of brokerage is supervised by the Investment Manager.
The primary objective of the Investment Manager in placing orders for the
purchase and sale of securities for a Fund is to obtain the most favorable net
results, taking into account such factors as price, commission where applicable,
size of order, difficulty of execution and skill required of the executing
broker/dealer. The Investment Manager seeks to evaluate the overall
reasonableness of brokerage commissions paid (to the extent applicable) through
the familiarity of the Distributor with commissions charged on comparable
transactions, as well as by comparing commissions paid by a Fund to reported
commissions paid by others. The Investment Manager routinely reviews commission
rates, execution and settlement services performed and makes internal and
external comparisons.
A Fund's purchases and sales of fixed-income securities are generally placed by
the Investment Manager with primary market makers for these securities on a net
basis, without any brokerage commission being paid by aFund. Trading does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices. Purchases of
underwritten issues may be made, which will include an underwriting fee paid to
the underwriter.
When it can be done consistently with the policy of obtaining the most favorable
net results, it is the Investment Manager's practice to place such orders with
broker/dealers who supply research, market and statistical information to a
Fund. The term "research, market and statistical information" includes advice as
to the value of securities; the advisability of investing in, purchasing or
68
<PAGE>
selling securities; the availability of securities or purchasers or sellers of
securities; and analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts.
The Investment Manager is authorized when placing portfolio transactions for a
Fund to pay a brokerage commission in excess of that which another broker might
charge for executing the same transaction on account of execution services and
the receipt of research, market or statistical information. The Investment
Manager may place orders with a broker/dealer on the basis that the
broker/dealer has or has not sold shares of a Fund. In effecting transactions in
over-the-counter securities, orders are placed with the principal market makers
for the security being traded unless, after exercising care, it appears that
more favorable results are available elsewhere.
To the maximum extent feasible, it is expected that the Investment Manager will
place orders for portfolio transactions through the Distributor, which is a
corporation registered as a broker/dealer and a subsidiary of the Investment
Manager; the Distributor will place orders on behalf of a Fund with issuers,
underwriters or other brokers and dealers. The Distributor will not receive any
commission, fee or other remuneration from a Fund for this service.
Although certain research, market and statistical services from broker/dealers
may be useful to a Fund and to the Investment Manager, it is the opinion of the
Investment Manager that such information only supplements the Investment
Manager's own research effort since the information must still be analyzed,
weighed, and reviewed by the Investment Manager's staff. Such information may be
useful to the Investment Manager in providing services to clients other than a
Fund, and not all such information is used by the Investment Manager in
connection with a Fund. Conversely, such information provided to the Investment
Manager by broker/dealers through whom other clients of the Investment Manager
effect securities transactions may be useful to the Investment Manager in
providing services to a Fund.
The Board reviews, from time to time, whether the recapture for the benefit of a
Fund of some portion of the brokerage commissions or similar fees paid by a Fund
on portfolio transactions is legally permissible and advisable.
<TABLE>
<CAPTION>
Allocated to Firms
Based on Research in
--------------------
Fund Fiscal 2000 Fiscal 1999 Fiscal 1998
---- ----------- ----------- -----------
<S> <C> <C> <C>
Short-Term Government $0 $4,000
Strategic $0 $5,155,000
Government $3,678 $769,000
High Yield $17,786 $64,235,000
High Yield II $0 N/A
Income and Capital $0 $619,000
Mortgage $2,250 $679,000
Opportunity $1,018 $752,000
</TABLE>
Portfolio Turnover
Portfolio turnover rate is defined by the SEC as the ratio of the lesser of
sales or purchases to the monthly average value of such securities owned during
the year, excluding all securities whose remaining maturities at the time of
acquisition were one year or less.
Higher levels of activity by a Fund result in higher transaction costs and may
also result in taxes on realized capital gains to be borne by the Fund's
shareholders. Purchases and sales are made for a Fund whenever necessary, in
management's opinion, to meet a Fund's objective.
Portfolio turnover rates for the three most recent fiscal periods are as
follows:
TO BE UPDATED
Fund Fiscal 2000 Fiscal 1999 Fiscal 1998
---- ----------- ----------- -----------
Short-Term Government % % %
Strategic
Government
High Yield
High Yield II
69
<PAGE>
Fund Fiscal 2000 Fiscal 1999 Fiscal 1998
---- ----------- ----------- -----------
Income and Capital
Mortgage
Opportunity
FINANCIAL STATEMENTS
The financial statements appearing in each Fund's Annual Report to Shareholders
are incorporated herein by reference. Each Fund's Annual Report accompanies this
Statement of Additional Information.
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<PAGE>
APPENDIX--RATINGS OF INVESTMENTS
Standard & Poor's Corporation Bond Ratings
AAA. Debt rated AAA had the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA. Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.
A. Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB. Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB, B, CCC, CC and C. Debt rated BB, B, CCC, CC and C is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and C the highest degree of speculation. While such
debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
CI. The rating CI is reserved for income bonds on which no interest is being
paid.
D. Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.
Moody's Investors Service, Inc., Bond Ratings
AAA. Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa. Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.
A. Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
Baa. Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba. Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B. Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa. Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca. Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C. Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Fitch Long-Term Debt Ratings
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AAA
Highest credit quality. `AAA' ratings denote the lowest expectation of credit
risk. They are assigned only in case of exceptionally strong capacity for timely
payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.
AA
Very high credit quality. `AA' ratings denote a very low expectation of credit
risk. They indicate very strong capacity for timely payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.
A
High credit quality. `A' ratings denote a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.
BBB
Good credit quality. `BBB' ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity. This is the lowest
investment-grade category.
BB
Speculative. `BB' ratings indicate that there is a possibility of credit risk
developing, particularly as the result of adverse economic change over time;
however, business or financial alternatives may be available to allow financial
commitments to be met. Securities rated in this category are not investment
grade.
B
Highly speculative. `B' ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.
CCC, CC, C
High default risk. Default is a real possibility. Capacity for meeting financial
commitments is solely reliant upon sustained, favorable business or economic
developments. A `CC' rating indicates that default of some kind appears
probable. `C' ratings signal imminent default.
DDD, DD, D
Default. The ratings of obligations in this category are based on their
prospects for achieving partial or full recovery in a reorganization or
liquidation of the obligor. While expected recovery values are highly
speculative and cannot be estimated with any precision, the following serve as
general guidelines. 'DDD' obligations have the highest potential for recovery,
around 90%-100% of outstanding amounts and accrued interest. 'DD' indicates
potential recoveries in the range of 50%-90%, and 'D' the lowest recovery
potential, i.e., below 50%.
Entities rated in this category have defaulted on some or all of their
obligations. Entities rated 'DDD' have the highest prospect for resumption of
performance or continued operation with or without a formal reorganization
process. Entities rated 'DD' and 'D' are generally undergoing a formal
reorganization or liquidation process; those rated 'DD' are likely to satisfy a
higher portion of their outstanding obligations, while entities rated 'D' have a
poor prospect for repaying all obligations.
Fitch Short-Term Debt Ratings
F1
Highest credit quality. Indicates the Best capacity for timely payment of
financial commitments; may have an added "+" to denote any exceptionally strong
credit feature.
F2
Good credit quality. A satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of the
higher ratings.
F3
Fair credit quality. The capacity for timely payment of financial commitments is
adequate; however, near-term adverse changes could result in a reduction to
non-investment grade.
B
Speculative. Minimal capacity for timely payment of financial commitments, plus
vulnerability to near-term adverse changes in financial and economic conditions.
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<PAGE>
C
High default risk. Default is a real possibility. Capacity for meeting financial
commitments is solely reliant upon a sustained, favorable business and economic
environment.
D
Default. Denotes actual or imminent payment default.
COMMERCIAL PAPER RATINGS
Commercial paper rated by Standard & Poor's Ratings Services ("S&P") has the
following characteristics: Liquidity ratios are adequate to meet cash
requirements. Long-term senior debt is rated "A" or better. The issuer has
access to at least two additional channels of borrowing. Basic earnings and cash
flow have an upward trend with allowance made for unusual circumstances.
Typically, the issuer's industry is well established and the issuer has a strong
position within the industry. The reliability and quality of management are
unquestioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is rated A-1 or A-2.
The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. ("Moody's"). Among the factors
considered by it in assigning ratings are the following: (1) evaluation of the
management of the issuer; (2) economic evaluation of the issuer's industry or
industries and an appraisal of speculative-type risks which may be inherent in
certain areas; (3) evaluation of the issuer's products in relation to
competition and customer acceptance; (4) liquidity; (5) amount and quality of
long-term debt; (6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of obligations which may be present or may
arise as a result of public interest questions and preparations to meet such
obligations. Relative strength or weakness of the above factors determines
whether the issuer's commercial paper is rated Prime-1 or 2.
Municipal Notes
Moody's: The highest ratings for state and municipal short-term obligations are
"MIG 1," "MIG 2," and "MIG 3" (or "VMIG 1," "VMIG 2" and "VMIG 3" in the case of
an issue having a variable rate demand feature). Notes rated "MIG 1" or "VMIG 1"
are judged to be of the "best quality". Notes rated "MIG 2" or "VMIG 2" are of
"high quality," with margins or protection "ample although not as large as in
the preceding group". Notes rated "MIG 3" or "VMIG 3" are of "favorable
quality," with all security elements accounted for but lacking the strength of
the preceding grades.
S&P: The "SP-1" rating reflects a "very strong or strong capacity to pay
principal and interest". Notes issued with "overwhelming safety characteristics"
will be rated "SP-1+". The "SP-2" rating reflects a "satisfactory capacity" to
pay principal and interest.
Fitch: The highest ratings for state and municipal short-term obligations are
"F-1+," "F-1," and "F-2".
73
<PAGE>
KEMPER PORTFOLIOS
<TABLE>
<CAPTION>
Item 23 Exhibits
------- --------
<S> <C> <C> <C>
(a) (1) Amended and Restated Agreement and Declaration of Trust.
(Incorporated by reference to Post-Effective Amendment No. 25 to the
Registration Statement.)
(2) Written Instrument Amending the Agreement and Declaration of Trust.
(Incorporated by reference to Post-Effective Amendment No. 25 to the
Registration Statement.)
(b) By-Laws.
(Incorporated by reference to Post-Effective Amendment No. 25 to the
Registration Statement.)
(c) (1) Text of Share Certificate.
(Incorporated by reference to Post-Effective Amendment No. 25 to the
Registration Statement.)
(2) Amended and Restated Written Instrument Establishing and Designating
Separate Classes of Shares.
(Incorporated by reference to Post-Effective Amendment No. 26 to the
Registration Statement.)
(c) (3) Written Instrument Changing the Name of the Series of the Trust.
(Incorporated by reference to Post-Effective Amendment No. 26 to the
Registration Statement.)
(d) (1) Revised Investment Management Agreement between the Registrant, on behalf of
Kemper Cash Reserves Fund, and Scudder Kemper Investments, Inc., dated
September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 32 to
Registrant's Registration Statement).
(2) Revised Investment Management Agreement between the Registrant, on behalf of
Kemper U.S. Mortgage Fund, and Scudder Kemper Investments, Inc., dated
September 7, 1998.
(Incorporated by reference to Post-Effective Amendment No. 31 to the
Registration Statement.)
(e) Underwriting and Distribution Service Agreement between the Registrant and
Kemper Distributors, Inc., dated September 7, 1998. (Incorporated by
reference to Post-Effective Amendment No. 29 to the Registration Statement.)
(f) Inapplicable
<PAGE>
(g) Custodian Contract between Registrant and State Street Bank and Trust
Company dated April 5, 1999. (Incorporated by reference to Post-Effective
Amendment No. 31 to the Registrant's Registration Statement on Form N-1A
filed on October 18, 1999.)
(h) (1) Agency Agreement
(Incorporated by reference to Post-Effective Amendment No. 25 to the
Registration Statement.)
(2) Supplement to Agency Agreement.
(Incorporated by reference to Post-Effective Amendment No. 27 to
the Registration Statement.)
(3) Administrative Services Agreement.
(Incorporated by reference to Post-Effective Amendment No. 27 to
the Registration Statement.)
(h) (4) Fund Accounting Services Agreement between the Registrant, on
behalf of Kemper Cash Reserves Fund, and Scudder Fund Accounting
Corp., dated December 31, 1997.
(Incorporated by reference to Post-Effective Amendment No. 29 to
the Registration Statement.)
(h) (5) Fund Accounting Services Agreement between the Registrant, on
behalf of Kemper U.S. Mortgage Fund, and Scudder Fund Accounting
Corp., dated December 31, 1997.
(Incorporated by reference to Post-Effective Amendment No. 29 to
the Registration Statement.)
(i) Legal Opinion and Consent of Counsel to be filed by amendment.
(j) Consent of Independent Auditors to be filed by amendment.
(k) Inapplicable
(l) Inapplicable
(m) (1) Amended and Restated 12b-1 Plan between the Registrant, on behalf
of Kemper Cash Reserves Fund (Class B shares), and Kemper
Distributors, Inc., dated August 1, 1998.
(Incorporated by reference to Post-Effective Amendment No. 29 to
the Registration Statement.)
(2) Amended and Restated 12b-1 Plan between the Registrant, on behalf
of Kemper Cash Reserves Fund (Class C shares), and Kemper
Distributors, Inc., dated August 1, 1998.
(Incorporated by reference to Post-Effective Amendment No. 29 to
the Registration Statement.)
(3) Amended and Restated 12b-1 Plan between the Registrant, on behalf
of Kemper U.S. Mortgage Fund (Class B shares), and Kemper
Distributors, Inc., dated August 1, 1998.
2
<PAGE>
(Incorporated by reference to Post-Effective Amendment No. 29 to
the Registration Statement.)
(4) Amended and Restated 12b-1 Plan between the Registrant, on behalf
of Kemper U.S. Mortgage Fund (Class C shares), and Kemper
Distributors, Inc., dated August 1, 1998.
(Incorporated by reference to Post-Effective Amendment No. 29 to
the Registration Statement.)
(n) Inapplicable.
(o) Multi-Distribution System Plan.
(Incorporated by reference to Post-Effective Amendment No. 26 to
the Registration Statement.)
</TABLE>
Item 24. Persons Controlled by or Under Common Control with Registrant
-------- ----------------------------------------------------------------
Not applicable.
Item 25. Indemnification
-------- ---------------
Article VIII of the Registrant's Agreement and Declaration of Trust
(Exhibit 1 hereto, which is incorporated herein by reference) provides in effect
that the Registrant will indemnify its officers and trustees under certain
circumstances. However, in accordance with Section 17(h) and 17(i) of the
Investment Company Act of 1940 and its own terms, said Article of the Agreement
and Declaration of Trust does not protect any person against any liability to
the Registrant or its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such trustee, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question as to whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
On June 26, 1997, Zurich Insurance Company ("Zurich"), ZKI Holding
Corp. ("ZKIH"), Zurich Kemper Investments, Inc. ("ZKI"), Scudder, Stevens &
Clark, Inc. ("Scudder") and the representatives of the beneficial owners of the
capital stock of Scudder ("Scudder Representatives") entered into a transaction
agreement ("Transaction Agreement") pursuant to which Zurich became the majority
stockholder in Scudder with an approximately 70% interest, and ZKI was combined
with Scudder ("Transaction"). In connection with the trustees' evaluation of the
Transaction, Zurich agreed to indemnify the Registrant and the trustees who were
not interested persons of ZKI or Scudder (the "Independent Trustees") for and
against any liability and expenses based upon any action or omission by the
Independent Trustees in connection with their consideration of and action with
respect to the Transaction. In addition, Scudder has agreed to indemnify the
Registrant and the Independent Trustees for and against any liability and
expenses based upon any misstatements or omissions by Scudder to the Independent
Trustees in connection with their consideration of the Transaction.
Item 26. Business and Other Connections of Investment Adviser
-------- ----------------------------------------------------
3
<PAGE>
Scudder Kemper Investments, Inc. has stockholders and
employees who are denominated officers but do not as such have
corporation-wide responsibilities. Such persons are not
considered officers for the purpose of this Item 26.
<TABLE>
<CAPTION>
Business and Other Connections of Board
Name of Directors of Registrant's Adviser
---- ------------------------------------
<S> <C>
Stephen R. Beckwith Treasurer, Scudder Kemper Investments, Inc.**
Director, Kemper Service Company
Director, Vice President and Treasurer, Scudder Fund Accounting Corporation*
Director and Treasurer, Scudder Stevens & Clark Corporation**
Director and Chairman, Scudder Defined Contribution Services, Inc.**
Director and President, Scudder Capital Asset Corporation**
Director and President, Scudder Capital Stock Corporation**
Director and President, Scudder Capital Planning Corporation**
Director and President, SS&C Investment Corporation**
Director and President, SIS Investment Corporation**
Director and President, SRV Investment Corporation**
Director and Chairman, Scudder Threadneedle International Ltd.
Director, Scudder Kemper Holdings (UK) Ltd. oo
Director and President, Scudder Realty Holdings Corporation *
Director, Scudder, Stevens & Clark Overseas Corporation o
Director and Treasurer, Zurich Investment Management, Inc. xx
Director and Treasurer, Zurich Kemper Investments, Inc.
Lynn S. Birdsong Director, Vice President and Chief Investment Officer, Scudder Kemper Investments, Inc.
**
Director and Chairman, Scudder Investments (Luxembourg) S.A. #
Director, Scudder Investments (U.K.) Ltd. oo
Director and Chairman of the Board, Scudder Investments Asia, Ltd. ooo
Director and Chairman, Scudder Investments Japan, Inc. +
Senior Vice President, Scudder Investor Services, Inc.
Director and Chairman, Scudder Trust (Cayman) Ltd. @@@
Director, Scudder, Stevens & Clark Australia x
Director and Vice President, Zurich Investment Management, Inc. xx
Director and President, Scudder, Stevens & Clark Corporation **
Director and President, Scudder , Stevens & Clark Overseas Corporation o
Director, Scudder Threadneedle International Ltd.
Director, Korea Bond Fund Management Co., Ltd. @@
William H. Bolinder Director, Scudder Kemper Investments, Inc.**
Member Group Executive Board, Zurich Financial Services, Inc. ##
Chairman, Zurich-American Insurance Company xxx
Nicholas Bratt Director and Vice President, Scudder Kemper Investments, Inc.**
Vice President, Scudder MAXXUM Company***
Vice President, Scudder, Stevens & Clark Corporation**
Vice President, Scudder, Stevens & Clark Overseas Corporation o
4
<PAGE>
Laurence W. Cheng Director, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, ZKI Holding Corporation xx
Gunther Gose Director, Scudder Kemper Investments, Inc.**
CFO, Member Group Executive Board, Zurich Financial Services, Inc. ##
CEO/Branch Offices, Zurich Life Insurance Company ##
Rolf Huppi Director, Chairman of the Board, Scudder Kemper Investments, Inc.**
Member, Corporate Executive Board, Zurich Insurance Company of Switzerland ##
Director, Chairman of the Board, Zurich Holding Company of America xxx
Director, ZKI Holding Corporation xx
Harold D. Kahn Chief Financial Officer, Scudder Kemper Investments, Inc.**
Kathryn L. Quirk Chief Legal Officer, Chief Compliance Officer and Secretary, Scudder Kemper
Investments, Inc.**
Director, Vice President, Chief Legal Officer and Secretary, Kemper Distributors, Inc.
Director and Secretary, Kemper Service Company
Director, Senior Vice President, Chief Legal Officer & Assistant Clerk, Scudder
Investor Services, Inc.
Director, Vice President & Secretary, Scudder Fund Accounting Corporation*
Director, Vice President & Secretary, Scudder Realty Holdings Corporation*
Director & Assistant Clerk, Scudder Service Corporation*
Director and Secretary, SFA, Inc.*
Vice President, Director & Assistant Secretary, Scudder Precious Metals, Inc.***
Director, Scudder, Stevens & Clark Japan, Inc. ###
Director, Vice President and Secretary, Scudder, Stevens & Clark of Canada, Ltd.***
Director, Vice President and Secretary, Scudder Canada Investor Services Limited***
Director, Vice President and Secretary, Scudder Realty Advisers, Inc. @
Director and Secretary, Scudder, Stevens & Clark Corporation**
Director and Secretary, Scudder, Stevens & Clark Overseas Corporation o
Director, Vice President and Secretary, Scudder Defined Contribution Services, Inc.**
Director, Vice President and Secretary, Scudder Capital Asset Corporation**
Director, Vice President and Secretary, Scudder Capital Stock Corporation**
Director, Vice President and Secretary, Scudder Capital Planning Corporation**
Director, Vice President and Secretary, SS&C Investment Corporation**
Director, Vice President and Secretary, SIS Investment Corporation**
Director, Vice President and Secretary, SRV Investment Corporation**
Director, Vice President, Chief Legal Officer and Secretary, Scudder Financial
Services, Inc.*
5
<PAGE>
Director, Korea Bond Fund Management Co., Ltd. @@
Director, Scudder Threadneedle International Ltd.
Director, Chairman of the Board and Secretary, Scudder Investments Canada, Ltd.
Director, Scudder Investments Japan, Inc. +
Director and Secretary, Scudder Kemper Holdings (UK) Ltd. oo
Director and Secretary, Zurich Investment Management, Inc. xx
Edmond D. Villani Director, President and Chief Executive Officer, Scudder Kemper Investments, Inc.**
Director, Scudder, Stevens & Clark Japan, Inc. ###
President and Director, Scudder, Stevens & Clark Overseas Corporation o
President and Director, Scudder, Stevens & Clark Corporation**
Director, Scudder Realty Advisors, Inc. @
Director, IBJ Global Investment Management S.A. Luxembourg, Grand-Duchy of Luxembourg
Director, Scudder Threadneedle International Ltd. oo
Director, Scudder Investments Japan, Inc. +
Director, Scudder Kemper Holdings (UK) Ltd. oo
President and Director, Zurich Investment Management, Inc. xx
Director and Deputy Chairman, Scudder Investment Holdings, Ltd.
</TABLE>
* Two International Place, Boston, MA
@ 333 South Hope Street, Los Angeles, CA
** 345 Park Avenue, New York, NY
# Societe Anonyme, 47, Boulevard Royal, L-2449 Luxembourg, R.C.
Luxembourg B 34.564
*** Toronto, Ontario, Canada
@@@ Grand Cayman, Cayman Islands, British West Indies
o 20-5, Ichibancho, Chiyoda-ku, Tokyo, Japan
### 1-7, Kojimachi, Chiyoda-ku, Tokyo, Japan
xx 222 S. Riverside, Chicago, IL
xxx Zurich Towers, 1400 American Ln., Schaumburg, IL
@@ P.O. Box 309, Upland House, S. Church St., Grand Cayman,
British West Indies
## Mythenquai-2, P.O. Box CH-8022, Zurich, Switzerland
oo 1 South Place 5th floor, London EC2M 2ZS England
ooo One Exchange Square 29th Floor, Hong Kong
+ Kamiyachyo Mori Building, 12F1, 4-3-20, Toranomon, Minato-ku,
Tokyo 105-0001
x Level 3, 5 Blue Street North Sydney, NSW 2060
Item 27. Principal Underwriters.
-------- -----------------------
(a)
Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the Kemper
Funds.
6
<PAGE>
(b)
Information on the officers and directors of Kemper Distributors, Inc.,
principal underwriter for the Registrant is set forth below. The
principal business address is 222 South Riverside Plaza, Chicago,
Illinois 60606.
<TABLE>
<CAPTION>
(1) (2) (3)
Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
----- ------------------------- -----------------------
<S> <C> <C>
Thomas V. Bruns President None
Linda C. Coughlin Director and Vice Chairman None
Kathryn L. Quirk Director, Secretary, Chief Legal Vice President
Officer and Vice President
James J. McGovern Chief Financial Officer and Treasurer None
Linda J. Wondrack Vice President and Chief Compliance Vice President
Officer
Paula Gaccione Vice President None
Michael E. Harrington Managing Director None
Todd N. Gierke Assistant Treasurer None
Philip J. Collora Assistant Secretary Vice President and Secretary
Diane E. Ratekin Assistant Secretary None
Mark S. Casady Director and Chairman President
Terrence S. McBride Vice President None
Robert Froelich Managing Director None
C. Perry Moore Senior Vice President and Managing None
Director
Lorie O'Malley Managing Director None
William F. Glavin Managing Director None
Gary N. Kocher Managing Director None
Susan K. Crenshaw Vice President None
Johnston A. Norris Managing Director and Senior Vice None
President
John H. Robison, Jr. Managing Director and Senior Vice None
President
7
<PAGE>
Positions and Offices with Positions and
Name Kemper Distributors, Inc. Offices with Registrant
----- ------------------------- -----------------------
Robert J. Guerin Vice President None
Kimberly S. Nassar Vice President None
</TABLE>
(c) Not applicable
Item 28. Location of Accounts and Records
------- --------------------------------
Accounts, books and other documents are maintained at the offices of
the Registrant, the offices of Registrant's investment adviser, Scudder Kemper
Investments, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, at the
offices of the Registrant's principal underwriter, Kemper Distributors, Inc.,
222 South Riverside Plaza, Chicago, Illinois 60606 or, in the case of records
concerning custodial functions, at the offices of the custodian, State Street
Bank and Trust Company ("State Street"), 225 Franklin Street, Boston,
Massachusetts 02110 or, in the case of records concerning transfer agency
functions, at the offices of State Street and of the shareholder service agent,
Kemper Service Company, 811 Main Street, Kansas City, Missouri 64105.
Item 29. Management Services
-------- -------------------
Not applicable.
Item 30 Undertakings
------- ------------
Not applicable.
8
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(a) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago and State of Illinois, on the 13th day
of October 2000.
KEMPER U.S. MORTGAGE FUND
By: /s/ Mark S. Casady
-----------------------------
Mark S. Casady, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 13th day of October 2000 on
behalf of the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Thomas W. Littauer
--------------------------------------
Thomas W. Littauer* Chairman and Trustee October 13, 2000
/s/ John R. Hebble
--------------------------------------
John R. Hebble Treasurer (Principal Financial and October 13, 2000
Accounting Officer)
/s/ John W. Ballantine
--------------------------------------
John W. Ballantine* Trustee October 13, 2000
/s/ Lewis A. Burnham
--------------------------------------
Lewis A. Burnham* Trustee October 13, 2000
/s/ Linda C. Coughlin
--------------------------------------
Linda C. Coughlin* Trustee October 13, 2000
/s/ Donald L. Dunaway
--------------------------------------
Donald L. Dunaway* Trustee October 13, 2000
/s/ Robert B. Hoffman
--------------------------------------
Robert B. Hoffman* Trustee October 13, 2000
/s/ Donald R. Jones
--------------------------------------
Donald R. Jones* Trustee October 13, 2000
/s/ Shirley D. Peterson
--------------------------------------
Shirley D. Peterson* Trustee October 13, 2000
/s/ William P. Sommers
--------------------------------------
William P. Sommers* Trustee October 13, 2000
</TABLE>
*By: /s/ Philip J. Collora Secretary
--------------------------
Philip J. Collora**
** Attorney-in-fact pursuant to powers of attorney
contained in Post-Effective Amendment No. 28 to the
Registration Statement, filed November 2, 1998 and
with Post Effective Amendment No. 31 to the
Registration Statement, filed October 19, 1999 and
with Post Effective Amendment No. 32 to the
Registration Statement filed on November 15, 1999,
and with Post Effective Amendment No. 35 filed on
January 28, 2000.
<PAGE>
File No. 2-76806
File No. 811-3440
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM N-1A
POST-EFFECTIVE AMENDMENT NO. 36
TO REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND
AMENDMENT NO. 38
TO REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
KEMPER PORTFOLIOS
9
<PAGE>
KEMPER PORTFOLIOS
EXHIBIT INDEX
10
