SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
Kemper Investors Fund
120 South LaSalle Street, Chicago, Illinois 60603
File Numbers 33-11802 and 811-5002
Rule 24f-2(b)(1) under the Investment Company Act of 1940 ("1940
Act").
(i) Fiscal year for which notice is filed.
December 31, 1994
(fiscal year end)
(ii) The number of shares of the same series, if any, which had
been registered under the Securities Act of 1933 ("1933 Act") other
than pursuant to Rule 24f-2 but which remained unsold at the
beginning of such fiscal year.
21,128,135
(shares)
(iii) The number of shares, if any, registered during such fiscal
year other than pursuant to Rule 24f-2.
0
(shares)
(iv) The number of shares sold during such fiscal year.
619,135,182
(shares)
(v) The number of shares sold during such fiscal year in reliance
upon registration pursuant to Rule 24f-2.*
619,135,182
(shares)
1. Actual aggregate sale price for which such shares were sold
during the previous fiscal year.
$881,442,170.71
2. Actual aggregate redemption price of such shares redeemed
during such previous fiscal year.
$688,041,337.03
3. Actual aggregate redemption price of such redeemed shares
previously applied pursuant to Section 24e-2(a) under the 1940 Act.
$0
4. Net adjustment to aggregate sale price.**
$688,041,337.03
5. Aggregate sale price to be used as basis of computation of fee.
$193,400,833.68
6. Fee on 1/29th of 1 percent (.00034483).***
$100.00
* Computation of Fee pursuant to Section 6(b) of the 1933 Act and
Rule 24f-2(c) under the 1940 Act.
** If the amount in 4 exceeds that in 1, the shares represented by
such excess may hereafter be applied pursuant to Section 24(e)-2(a)
under the 1940 Act.
*** Minimum fee submitted pursuant to Division of Investment
Management interpretation dated February 17, 1995.
The undersigned Registrant has duly caused this Rule 24f-2 Notice
to be signed on its behalf by the undersigned, in the City of
Chicago, State of Illinois.
Date: February 24, 1995
Kemper Investors Fund
(name of registrant)
By: /s/Philip J. Collora
- ---------------------------
(signature)
Philip J. Collora
- ---------------------------
(name)
Assistant Secretary
- ---------------------------
(title)
Exhibit: Opinion of Counsel
Philip J. Collora
Attorney at Law
120 South LaSalle Street
Chicago, Illinois 60603
February 24, 1995
Kemper Investors Fund
120 South LaSalle Street
Chicago, Illinois 60603
Dear Sir or Madam:
Reference is made to your Registration Statement under the
Securities Act of 1933 (the "1933 Act") and the Investment Company
Act of 1940 (the "1940 Act") on Form N-1A and all amendments
thereto and the Rule 24f-2 Notice ("Notice") to be filed by you
with the Securities and Exchange Commission pursuant to Rule 24f-2
under the 1940 Act for the fiscal year ended December 31, 1994.
Reference is also made to the 619,135,182 shares (the "Shares")
specified in said Notice as having been sold in reliance upon
registration pursuant to Rule 24f-2. I have examined such
documents, certificates and opinions and have made such
investigations as I have deemed necessary for the purposes of this
opinion.
It is my opinion that the Shares, the registration of which the
Notice makes definite in the number, were legally issued, fully
paid and non-assessable (although shareholders of the Fund may be
subject to liability under certain circumstances described in the
Statement of Additional Information in the Registration Statement
of the Fund under the caption "Shareholder Rights"). I consent to
the use of this opinion in connection with the aforementioned
Notice to be filed pursuant to Rule 24f-2 under the 1940 Act.
Sincerely,
/s/Philip J. Collora
Philip J. Collora
PJC/jps
