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007 C020500 KEMPER GOVERNMENT SECURITIES PORTFOLIO
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007 C020600 KEMPER INTERNATIONAL PORTFOLIO
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<PAGE> PAGE 2
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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<PAGE> PAGE 10
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<PAGE> PAGE 12
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<PAGE> PAGE 13
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<PAGE> PAGE 14
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<PAGE> PAGE 15
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<PAGE> PAGE 16
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<PAGE> PAGE 17
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<PAGE> PAGE 18
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<PAGE> PAGE 19
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<PAGE> PAGE 20
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<PAGE> PAGE 21
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<PAGE> PAGE 22
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<PAGE> PAGE 23
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<PAGE> PAGE 24
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<PAGE> PAGE 26
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<PAGE> PAGE 27
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<PAGE> PAGE 28
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<PAGE> PAGE 29
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<PAGE> PAGE 30
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<PAGE> PAGE 31
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<PAGE> PAGE 32
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<PAGE> PAGE 33
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<PAGE> PAGE 34
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<PAGE> PAGE 35
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<PAGE> PAGE 36
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<PAGE> PAGE 37
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<PAGE> PAGE 38
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<PAGE> PAGE 39
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<PAGE> PAGE 40
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<PAGE> PAGE 41
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070 F020800 N
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<PAGE> PAGE 42
070 N010800 Y
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<PAGE> PAGE 43
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008 B000901 A
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015 A000901 INVESTORS FIDUCIARY TRUST COMPANY
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015 A000902 STATE STREET BANK AND TRUST COMPANY
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<PAGE> PAGE 44
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024 000900 Y
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<PAGE> PAGE 45
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<PAGE> PAGE 46
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<PAGE> PAGE 47
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<PAGE> PAGE 48
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008 A001001 SCUDDER KEMPER INVESTMENTS, INC.
008 B001001 A
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008 D011001 NEW YORK
008 D021001 NY
008 D031001 10154
008 D041001 0100
015 A001001 INVESTORS FIDUCIARY TRUST COMPANY
015 B001001 C
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015 A001002 STATE STREET BANK AND TRUST COMPANY
015 B001002 S
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015 C031002 02110
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<PAGE> PAGE 49
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<PAGE> PAGE 50
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<PAGE> PAGE 51
070 K021000 N
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<PAGE> PAGE 52
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008 A001101 SCUDDER KEMPER INVESTMENTS, INC.
008 B001101 A
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008 D011101 NEW YORK
008 D021101 NY
008 D031101 10154
008 D041101 0100
015 A001101 INVESTORS FIDUCIARY TRUST COMPANY
015 B001101 C
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<PAGE> PAGE 53
015 A001102 STATE STREET BANK AND TRUST COMPANY
015 B001102 S
015 C011102 BOSTON
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015 A001103 THE CHASE MANHATTAN BANK
015 B001103 C
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015 C031103 11245
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024 001100 Y
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025 B001101 13-3299429
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025 B001102 13-3224016
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<PAGE> PAGE 54
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<PAGE> PAGE 55
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<PAGE> PAGE 56
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<PAGE> PAGE 57
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<PAGE> PAGE 58
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<PAGE> PAGE 59
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<PAGE> PAGE 60
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<PAGE> PAGE 61
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<PAGE> PAGE 62
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<PAGE> PAGE 63
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<PAGE> PAGE 64
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<PAGE> PAGE 65
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<PAGE> PAGE 66
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<PAGE> PAGE 67
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<PAGE> PAGE 68
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<PAGE> PAGE 69
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<PAGE> PAGE 70
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<PAGE> PAGE 71
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<PAGE> PAGE 72
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<PAGE> PAGE 73
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<PAGE> PAGE 74
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<PAGE> PAGE 75
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<PAGE> PAGE 76
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<PAGE> PAGE 77
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<PAGE> PAGE 78
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<PAGE> PAGE 79
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<PAGE> PAGE 80
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<PAGE> PAGE 81
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<PAGE> PAGE 82
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<PAGE> PAGE 83
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<PAGE> PAGE 84
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<PAGE> PAGE 85
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<PAGE> PAGE 86
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<PAGE> PAGE 87
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<PAGE> PAGE 88
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<PAGE> PAGE 89
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<PAGE> PAGE 90
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<PAGE> PAGE 91
008 A001901 SCUDDER KEMPER INVESTMENTS, INC.
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<PAGE> PAGE 92
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<PAGE> PAGE 93
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<PAGE> PAGE 94
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<PAGE> PAGE 95
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<PAGE> PAGE 96
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<PAGE> PAGE 97
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<PAGE> PAGE 98
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<PAGE> PAGE 99
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<PAGE> PAGE 100
SIGNATURE PHILIP J. COLLORA
TITLE SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 001
<NAME> KEMPER MONEY MARKET PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
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<NUMBER-OF-SHARES-REDEEMED> (64,633)
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 002
<NAME> KEMPER TOTAL RETURN PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 723,455
<INVESTMENTS-AT-VALUE> 836,579
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<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 692,484
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<SHARES-COMMON-PRIOR> 278,859
<ACCUMULATED-NII-CURRENT> 13,126
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<ACCUMULATED-NET-GAINS> 27,511
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 113,124
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<DIVIDEND-INCOME> 3,706
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<EXPENSES-NET> (2,476)
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<DISTRIBUTIONS-OF-GAINS> (110,811)
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<NUMBER-OF-SHARES-REDEEMED> (18,741)
<SHARES-REINVESTED> 52,164
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<PER-SHARE-DISTRIBUTIONS> (.40)
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<EXPENSE-RATIO> .59
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 003
<NAME> KEMPER HIGH YIELD PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 455,780
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<RECEIVABLES> 20,236
<ASSETS-OTHER> 2,359
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<ACCUMULATED-NET-GAINS> (15,784)
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<NET-ASSETS> 472,111
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<NET-INVESTMENT-INCOME> 19,377
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<EQUALIZATION> 0
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<NUMBER-OF-SHARES-SOLD> 77,160
<NUMBER-OF-SHARES-REDEEMED> (29,435)
<SHARES-REINVESTED> 23,375
<NET-CHANGE-IN-ASSETS> 80,447
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<ACCUMULATED-GAINS-PRIOR> (19,220)
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<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,300
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<GROSS-EXPENSE> 1,375
<AVERAGE-NET-ASSETS> 432,934
<PER-SHARE-NAV-BEGIN> 1.296
<PER-SHARE-NII> .057
<PER-SHARE-GAIN-APPREC> .002
<PER-SHARE-DIVIDEND> (.090)
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<PER-SHARE-NAV-END> 1.265
<EXPENSE-RATIO> .63
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 004
<NAME> KEMPER GROWTH PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 563,832
<INVESTMENTS-AT-VALUE> 648,291
<RECEIVABLES> 3,049
<ASSETS-OTHER> 612
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 651,952
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<OTHER-ITEMS-LIABILITIES> 353
<TOTAL-LIABILITIES> 353
<SENIOR-EQUITY> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 84,459
<NET-ASSETS> 651,599
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<INTEREST-INCOME> 622
<OTHER-INCOME> 0
<EXPENSES-NET> (1,985)
<NET-INVESTMENT-INCOME> 1,322
<REALIZED-GAINS-CURRENT> 40,136
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<EQUALIZATION> 0
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<DISTRIBUTIONS-OF-GAINS> (93,144)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,423
<NUMBER-OF-SHARES-REDEEMED> (10,686)
<SHARES-REINVESTED> 31,337
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<ACCUMULATED-NII-PRIOR> 5,320
<ACCUMULATED-GAINS-PRIOR> 90,779
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<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,985
<AVERAGE-NET-ASSETS> 624,377
<PER-SHARE-NAV-BEGIN> 3.001
<PER-SHARE-NII> .007
<PER-SHARE-GAIN-APPREC> .468
<PER-SHARE-DIVIDEND> (.01)
<PER-SHARE-DISTRIBUTIONS> (.50)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.966
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMI-ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 005
<NAME> KEMPER GOVERNMENT SECURITIES PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 102,989
<INVESTMENTS-AT-VALUE> 105,257
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<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 109,499
<PAYABLE-FOR-SECURITIES> 13,526
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<OTHER-ITEMS-LIABILITIES> 307
<TOTAL-LIABILITIES> 13,833
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 95,370
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<ACCUMULATED-NET-GAINS> (5,017)
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 95,666
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,191
<OTHER-INCOME> 0
<EXPENSES-NET> (280)
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<APPREC-INCREASE-CURRENT> (130)
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<DISTRIBUTIONS-OF-INCOME> (5,813)
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<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16,602
<NUMBER-OF-SHARES-REDEEMED> (11,438)
<SHARES-REINVESTED> 5,053
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<ACCUMULATED-NII-PRIOR> 14,263
<ACCUMULATED-GAINS-PRIOR> (5,177)
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<GROSS-EXPENSE> 280
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<PER-SHARE-NAV-BEGIN> 1.207
<PER-SHARE-NII> .034
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<PER-SHARE-NAV-END> 1.166
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 006
<NAME> KEMPER INTERNATIONAL PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 206,780
<INVESTMENTS-AT-VALUE> 243,019
<RECEIVABLES> 29,030
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 272,049
<PAYABLE-FOR-SECURITIES> 28,812
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,095
<TOTAL-LIABILITIES> 38,907
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 167,466
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<SHARES-COMMON-PRIOR> 123,869
<ACCUMULATED-NII-CURRENT> 1,708
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 27,717
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 36,251
<NET-ASSETS> 233,142
<DIVIDEND-INCOME> 2,340
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<OTHER-INCOME> 0
<EXPENSES-NET> (970)
<NET-INVESTMENT-INCOME> 1,743
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<NUMBER-OF-SHARES-SOLD> 13,323
<NUMBER-OF-SHARES-REDEEMED> (11,895)
<SHARES-REINVESTED> 5,583
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<ACCUMULATED-NII-PRIOR> 3,281
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<GROSS-EXPENSE> 970
<AVERAGE-NET-ASSETS> 219,515
<PER-SHARE-NAV-BEGIN> 1.615
<PER-SHARE-NII> .015
<PER-SHARE-GAIN-APPREC> .231
<PER-SHARE-DIVIDEND> (.020)
<PER-SHARE-DISTRIBUTIONS> (.060)
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<EXPENSE-RATIO> .88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 007
<NAME> KEMPER SMALL CAP GROWTH PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
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<PER-SHARE-NII> .001
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 008
<NAME> KEMPER INVESTMENT GRADE BOND PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
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<ACCUMULATED-NET-GAINS> 68
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 230
<NET-ASSETS> 27,304
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<EXPENSES-NET> (87)
<NET-INVESTMENT-INCOME> 592
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<NUMBER-OF-SHARES-SOLD> 11,040
<NUMBER-OF-SHARES-REDEEMED> (1,226)
<SHARES-REINVESTED> 715
<NET-CHANGE-IN-ASSETS> 11,800
<ACCUMULATED-NII-PRIOR> 1,207
<ACCUMULATED-GAINS-PRIOR> 141
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 64
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 87
<AVERAGE-NET-ASSETS> 21,201
<PER-SHARE-NAV-BEGIN> 1.118
<PER-SHARE-NII> .016
<PER-SHARE-GAIN-APPREC> .025
<PER-SHARE-DIVIDEND> (.030)
<PER-SHARE-DISTRIBUTIONS> (.010)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.119
<EXPENSE-RATIO> .80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 009
<NAME> KEMPER CONTRARIAN VALUE PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 204,348
<INVESTMENTS-AT-VALUE> 230,038
<RECEIVABLES> 2,381
<ASSETS-OTHER> 2,177
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 234,596
<PAYABLE-FOR-SECURITIES> 4,683
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 206
<TOTAL-LIABILITIES> 4,889
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 195,718
<SHARES-COMMON-STOCK> 140,328
<SHARES-COMMON-PRIOR> 107,003
<ACCUMULATED-NII-CURRENT> 2,518
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,781
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 25,690
<NET-ASSETS> 229,707
<DIVIDEND-INCOME> 1,926
<INTEREST-INCOME> 879
<OTHER-INCOME> 0
<EXPENSES-NET> (830)
<NET-INVESTMENT-INCOME> 1,975
<REALIZED-GAINS-CURRENT> 6,843
<APPREC-INCREASE-CURRENT> 10,698
<NET-CHANGE-FROM-OPS> 19,516
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,327)
<DISTRIBUTIONS-OF-GAINS> (5,307)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 42,427
<NUMBER-OF-SHARES-REDEEMED> (13,083)
<SHARES-REINVESTED> 3,981
<NET-CHANGE-IN-ASSETS> 67,327
<ACCUMULATED-NII-PRIOR> 4,042
<ACCUMULATED-GAINS-PRIOR> 4,245
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 763
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 830
<AVERAGE-NET-ASSETS> 201,489
<PER-SHARE-NAV-BEGIN> 1.518
<PER-SHARE-NII> .031
<PER-SHARE-GAIN-APPREC> .138
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> (.040)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.637
<EXPENSE-RATIO> .81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
1998 REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 010
<NAME> KEMPER SMALL CAP VALUE PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 98,017
<INVESTMENTS-AT-VALUE> 101,806
<RECEIVABLES> 2,658
<ASSETS-OTHER> 751
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 105,215
<PAYABLE-FOR-SECURITIES> 2,642
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 95
<TOTAL-LIABILITIES> 2,737
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 96,619
<SHARES-COMMON-STOCK> 83,458
<SHARES-COMMON-PRIOR> 62,003
<ACCUMULATED-NII-CURRENT> 811
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,259
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,789
<NET-ASSETS> 102,478
<DIVIDEND-INCOME> 392
<INTEREST-INCOME> 441
<OTHER-INCOME> 0
<EXPENSES-NET> (373)
<NET-INVESTMENT-INCOME> 460
<REALIZED-GAINS-CURRENT> 2,874
<APPREC-INCREASE-CURRENT> (2,270)
<NET-CHANGE-FROM-OPS> 1,064
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (2,220)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 23,105
<NUMBER-OF-SHARES-REDEEMED> (3,314)
<SHARES-REINVESTED> 1,664
<NET-CHANGE-IN-ASSETS> 26,370
<ACCUMULATED-NII-PRIOR> 927
<ACCUMULATED-GAINS-PRIOR> 605
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 341
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 373
<AVERAGE-NET-ASSETS> 78,833
<PER-SHARE-NAV-BEGIN> 1.227
<PER-SHARE-NII> .004
<PER-SHARE-GAIN-APPREC> .027
<PER-SHARE-DIVIDEND> (.030)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.228
<EXPENSE-RATIO> .81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 011
<NAME> KEMPER VALUE+GROWTH PORTOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 114,986
<INVESTMENTS-AT-VALUE> 127,310
<RECEIVABLES> 143
<ASSETS-OTHER> 891
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 128,344
<PAYABLE-FOR-SECURITIES> 5,416
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 101
<TOTAL-LIABILITIES> 5,517
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 108,459
<SHARES-COMMON-STOCK> 77,750
<SHARES-COMMON-PRIOR> 48,483
<ACCUMULATED-NII-CURRENT> 578
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,466
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12,324
<NET-ASSETS> 122,827
<DIVIDEND-INCOME> 582
<INTEREST-INCOME> 141
<OTHER-INCOME> 0
<EXPENSES-NET> (395)
<NET-INVESTMENT-INCOME> 328
<REALIZED-GAINS-CURRENT> 1,919
<APPREC-INCREASE-CURRENT> 8,101
<NET-CHANGE-FROM-OPS> 10,348
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (2,505)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 29,735
<NUMBER-OF-SHARES-REDEEMED> (2,025)
<SHARES-REINVESTED> 1,557
<NET-CHANGE-IN-ASSETS> 53,733
<ACCUMULATED-NII-PRIOR> 524
<ACCUMULATED-GAINS-PRIOR> 2,052
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 354
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 395
<AVERAGE-NET-ASSETS> 94,991
<PER-SHARE-NAV-BEGIN> 1.425
<PER-SHARE-NII> .043
<PER-SHARE-GAIN-APPREC> .152
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.040)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.580
<EXPENSE-RATIO> .82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 012
<NAME> KEMPER HORIZON 20+ PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 26,601
<INVESTMENTS-AT-VALUE> 29,778
<RECEIVABLES> 581
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 30,359
<PAYABLE-FOR-SECURITIES> 945
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 311
<TOTAL-LIABILITIES> 1,256
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25,777
<SHARES-COMMON-STOCK> 19,474
<SHARES-COMMON-PRIOR> 12,093
<ACCUMULATED-NII-CURRENT> 145
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,177
<NET-ASSETS> 29,103
<DIVIDEND-INCOME> 109
<INTEREST-INCOME> 172
<OTHER-INCOME> 0
<EXPENSES-NET> (97)
<NET-INVESTMENT-INCOME> 184
<REALIZED-GAINS-CURRENT> 63
<APPREC-INCREASE-CURRENT> 2,046
<NET-CHANGE-FROM-OPS> 2,293
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (159)
<DISTRIBUTIONS-OF-GAINS> (637)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,340
<NUMBER-OF-SHARES-REDEEMED> (491)
<SHARES-REINVESTED> 532
<NET-CHANGE-IN-ASSETS> 12,444
<ACCUMULATED-NII-PRIOR> 279
<ACCUMULATED-GAINS-PRIOR> 578
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 67
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 97
<AVERAGE-NET-ASSETS> 22,467
<PER-SHARE-NAV-BEGIN> 1.378
<PER-SHARE-NII> .008
<PER-SHARE-GAIN-APPREC> .158
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> (.040)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.494
<EXPENSE-RATIO> .85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 013
<NAME> KEMPER HORIZON 10+ PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-01-1998
<INVESTMENTS-AT-COST> 34,392
<INVESTMENTS-AT-VALUE> 37,319
<RECEIVABLES> 816
<ASSETS-OTHER> 475
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 38,610
<PAYABLE-FOR-SECURITIES> 676
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36
<TOTAL-LIABILITIES> 712
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 34,498
<SHARES-COMMON-STOCK> 27,766
<SHARES-COMMON-PRIOR> 17,502
<ACCUMULATED-NII-CURRENT> 523
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (50)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,927
<NET-ASSETS> 37,898
<DIVIDEND-INCOME> 118
<INTEREST-INCOME> 409
<OTHER-INCOME> 0
<EXPENSES-NET> (116)
<NET-INVESTMENT-INCOME> 411
<REALIZED-GAINS-CURRENT> 101
<APPREC-INCREASE-CURRENT> 1,768
<NET-CHANGE-FROM-OPS> 2,280
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (223)
<DISTRIBUTIONS-OF-GAINS> (670)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,096
<NUMBER-OF-SHARES-REDEEMED> (483)
<SHARES-REINVESTED> 651
<NET-CHANGE-IN-ASSETS> 15,345
<ACCUMULATED-NII-PRIOR> 737
<ACCUMULATED-GAINS-PRIOR> 519
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 88
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 116
<AVERAGE-NET-ASSETS> 29,585
<PER-SHARE-NAV-BEGIN> 1.289
<PER-SHARE-NII> .002
<PER-SHARE-GAIN-APPREC> .114
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> (.030)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.365
<EXPENSE-RATIO> .77
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 014
<NAME> KEMPER HORIZON 5 PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 22,666
<INVESTMENTS-AT-VALUE> 23,830
<RECEIVABLES> 433
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 24,263
<PAYABLE-FOR-SECURITIES> 263
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 55
<TOTAL-LIABILITIES> 318
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 22,580
<SHARES-COMMON-STOCK> 18,979
<SHARES-COMMON-PRIOR> 11,652
<ACCUMULATED-NII-CURRENT> 448
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (247)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,164
<NET-ASSETS> 23,945
<DIVIDEND-INCOME> 50
<INTEREST-INCOME> 384
<OTHER-INCOME> 0
<EXPENSES-NET> (86)
<NET-INVESTMENT-INCOME> 348
<REALIZED-GAINS-CURRENT> (1)
<APPREC-INCREASE-CURRENT> 695
<NET-CHANGE-FROM-OPS> 1,042
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (154)
<DISTRIBUTIONS-OF-GAINS> (460)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,185
<NUMBER-OF-SHARES-REDEEMED> (344)
<SHARES-REINVESTED> 486
<NET-CHANGE-IN-ASSETS> 9,687
<ACCUMULATED-NII-PRIOR> 655
<ACCUMULATED-GAINS-PRIOR> 214
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 56
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 86
<AVERAGE-NET-ASSETS> 18,747
<PER-SHARE-NAV-BEGIN> 1.224
<PER-SHARE-NII> .012
<PER-SHARE-GAIN-APPREC> .066
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> (.030)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.262
<EXPENSE-RATIO> .89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 015
<NAME> KEMPER BLUE CHIP PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 45,516
<INVESTMENTS-AT-VALUE> 47,981
<RECEIVABLES> 799
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 48,781
<PAYABLE-FOR-SECURITIES> 1,506
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32
<TOTAL-LIABILITIES> 1,538
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 44,763
<SHARES-COMMON-STOCK> 38,862
<SHARES-COMMON-PRIOR> 16,515
<ACCUMULATED-NII-CURRENT> 31
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (16)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,465
<NET-ASSETS> 47,243
<DIVIDEND-INCOME> 233
<INTEREST-INCOME> 117
<OTHER-INCOME> 0
<EXPENSES-NET> (126)
<NET-INVESTMENT-INCOME> 224
<REALIZED-GAINS-CURRENT> 118
<APPREC-INCREASE-CURRENT> 1,929
<NET-CHANGE-FROM-OPS> 2,271
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (286)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 22,940
<NUMBER-OF-SHARES-REDEEMED> (825)
<SHARES-REINVESTED> 232
<NET-CHANGE-IN-ASSETS> 28,822
<ACCUMULATED-NII-PRIOR> 274
<ACCUMULATED-GAINS-PRIOR> (134)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 100
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 126
<AVERAGE-NET-ASSETS> 32,406
<PER-SHARE-NAV-BEGIN> 1.115
<PER-SHARE-NII> .005
<PER-SHARE-GAIN-APPREC> .106
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.216
<EXPENSE-RATIO> .82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 016
<NAME> KEMPER GLOBAL INCOME PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 4,518
<INVESTMENTS-AT-VALUE> 4,429
<RECEIVABLES> 122
<ASSETS-OTHER> 99
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,650
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7
<TOTAL-LIABILITIES> 7
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,628
<SHARES-COMMON-STOCK> 4,523
<SHARES-COMMON-PRIOR> 2,085
<ACCUMULATED-NII-CURRENT> 59
<OVERDISTRIBUTION-NII> 45
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (89)
<NET-ASSETS> 4,643
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 93
<OTHER-INCOME> 0
<EXPENSES-NET> 17
<NET-INVESTMENT-INCOME> 76
<REALIZED-GAINS-CURRENT> 59
<APPREC-INCREASE-CURRENT> (65)
<NET-CHANGE-FROM-OPS> 70
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (73)
<DISTRIBUTIONS-OF-GAINS> (36)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,738
<NUMBER-OF-SHARES-REDEEMED> (407)
<SHARES-REINVESTED> 107
<NET-CHANGE-IN-ASSETS> 2,498
<ACCUMULATED-NII-PRIOR> 71
<ACCUMULATED-GAINS-PRIOR> 22
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 17
<AVERAGE-NET-ASSETS> 3,184
<PER-SHARE-NAV-BEGIN> 1.029
<PER-SHARE-NII> (.003)
<PER-SHARE-GAIN-APPREC> .030
<PER-SHARE-DIVIDEND> (.020)
<PER-SHARE-DISTRIBUTIONS> (.010)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.026
<EXPENSE-RATIO> 1.07
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 017
<NAME> KEMPER-DREMAN HIGH RETURN EQUITY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-04-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 10,184
<INVESTMENTS-AT-VALUE> 10,110
<RECEIVABLES> 1,529
<ASSETS-OTHER> 39
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,678
<PAYABLE-FOR-SECURITIES> 585
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 31
<TOTAL-LIABILITIES> 616
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,055
<SHARES-COMMON-STOCK> 11,337
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 27
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 54
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (74)
<NET-ASSETS> 11,062
<DIVIDEND-INCOME> 18
<INTEREST-INCOME> 15
<OTHER-INCOME> 0
<EXPENSES-NET> (6)
<NET-INVESTMENT-INCOME> 27
<REALIZED-GAINS-CURRENT> 54
<APPREC-INCREASE-CURRENT> (74)
<NET-CHANGE-FROM-OPS> 7
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,342
<NUMBER-OF-SHARES-REDEEMED> (6)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 11,061
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 21
<AVERAGE-NET-ASSETS> 5,015
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .002
<PER-SHARE-GAIN-APPREC> (.026)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> .976
<EXPENSE-RATIO> 1.63
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
1998 SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 018
<NAME> KEMPER-DREMAN FINANCIAL SERVICES PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-04-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 5,159
<INVESTMENTS-AT-VALUE> 5,200
<RECEIVABLES> 85
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,294
<PAYABLE-FOR-SECURITIES> 287
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 30
<TOTAL-LIABILITIES> 317
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,929
<SHARES-COMMON-STOCK> 5,008
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 7
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 41
<NET-ASSETS> 4,977
<DIVIDEND-INCOME> 8
<INTEREST-INCOME> 3
<OTHER-INCOME> 0
<EXPENSES-NET> (4)
<NET-INVESTMENT-INCOME> 7
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 41
<NET-CHANGE-FROM-OPS> 48
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,022
<NUMBER-OF-SHARES-REDEEMED> (15)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,976
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 18
<AVERAGE-NET-ASSETS> 2,530
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> .001
<PER-SHARE-GAIN-APPREC> (.007)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> .994
<EXPENSE-RATIO> .99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 019
<NAME> KEMPER GLOBAL BLUE CHIP PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-05-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 924
<INVESTMENTS-AT-VALUE> 926
<RECEIVABLES> 34
<ASSETS-OTHER> 3
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 963
<PAYABLE-FOR-SECURITIES> 57
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 34
<TOTAL-LIABILITIES> 91
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 870
<SHARES-COMMON-STOCK> 883
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 2
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2
<NET-ASSETS> 872
<DIVIDEND-INCOME> 2
<INTEREST-INCOME> 1
<OTHER-INCOME> 0
<EXPENSES-NET> (1)
<NET-INVESTMENT-INCOME> 2
<REALIZED-GAINS-CURRENT> (2)
<APPREC-INCREASE-CURRENT> 2
<NET-CHANGE-FROM-OPS> 2
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 882
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 871
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19
<AVERAGE-NET-ASSETS> 596
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> (.012)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> .988
<EXPENSE-RATIO> 1.57
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
SEMIANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000810573
<NAME> INVESTORS FUND SERIES
<SERIES>
<NUMBER> 020
<NAME> KEMPER INTERNATIONAL GROWTH AND INCOME PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-05-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 663
<INVESTMENTS-AT-VALUE> 663
<RECEIVABLES> 215
<ASSETS-OTHER> 50
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 928
<PAYABLE-FOR-SECURITIES> 32
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 38
<TOTAL-LIABILITIES> 70
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 859
<SHARES-COMMON-STOCK> 861
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 3
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (4)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 858
<DIVIDEND-INCOME> 4
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (1)
<NET-INVESTMENT-INCOME> 3
<REALIZED-GAINS-CURRENT> (4)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> (1)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 860
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 857
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 23
<AVERAGE-NET-ASSETS> 562
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> (.003)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> .997
<EXPENSE-RATIO> 1.12
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 1
A special meeting of Registrant's shareholders was held on
December 3, 1997 and was adjourned as necessary. Votes regarding
the items submitted to shareholder vote are set forth below.
Item 1: Election of the Board of Trustees
James E. Akins
Vote Number
---- -------------
FOR 1,294,994,115
WITHHELD 22,151,457
Arthur R. Gottschalk
Vote Number
---- -------------
FOR 1,294,874,667
WITHHELD 22,270,905
Frederick T. Kelsey
Vote Number
---- -------------
FOR 1,295,094,187
WITHHELD 22,051,385
Daniel Pierce
Vote Number
---- -------------
FOR 1,295,557,764
WITHHELD 21,587,808
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 2
Fred B. Renwick
Vote Number
---- -------------
FOR 1,295,857,129
WITHHELD 21,288,443
John B. Tingleff
Vote Number
---- -------------
FOR 1,296,255,962
WITHHELD 20,889,610
Edmond D. Villani
Vote Number
---- -------------
FOR 1,295,637,130
WITHHELD 21,508,442
John G. Weithers
Vote Number
---- -------------
FOR 1,295,651,246
WITHHELD 21,494,326
Item 2: Selection of Independent Auditors
Vote Number
---- -------------
FOR 1,284,000,236
AGAINST 6,347,077
ABSTAIN 26,798,259
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 3
Item 3: New Investment Management Agreement
Kemper Total Return Portfolio
Vote Number
---- -------------
FOR 269,023,310
AGAINST 9,460,132
Kemper Growth Portfolio
Vote Number
---- -------------
FOR 181,012,528
AGAINST 7,141,212
Kemper Small Cap Growth Portfolio
Vote Number
---- -------------
FOR 61,100,814
AGAINST 2,043,317
Kemper Small Cap Value Portfolio
Vote Number
---- -------------
FOR 43,835,111
AGAINST 1,533,997
Kemper Money Market Portfolio
Vote Number
---- -------------
FOR 114,843,711
AGAINST 2,814,935
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 4
Kemper High Yield Portfolio
Vote Number
---- -------------
FOR 261,779,879
AGAINST 13,405,916
Kemper Government Securities Portfolio
Vote Number
---- -------------
FOR 66,104,125
AGAINST 5,095,802
Kemper International Portfolio
Vote Number
---- -------------
FOR 117,596,288
AGAINST 4,664,314
Kemper Blue Chip Portfolio
Vote Number
---- -------------
FOR 6,213,385
AGAINST 760,486
Kemper Global Income Portfolio
Vote Number
---- -------------
FOR 1,956,451
AGAINST 160,093
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 5
Kemper Horizon 20+ Portfolio
Vote Number
---- -------------
FOR 8,481,243
AGAINST 196,028
Kemper Horizon 10+ Portfolio
Vote Number
---- -------------
FOR 13,264,624
AGAINST 167,608
Kemper Horizon 5 Portfolio
Vote Number
---- -------------
FOR 8,123,023
AGAINST 119,190
Kemper Value Portfolio
Vote Number
---- -------------
FOR 76,040,136
AGAINST 2,049,041
Kemper Value+Growth Portfolio
Vote Number
---- -------------
FOR 31,891,023
AGAINST 942,982
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 6
Kemper Investment Grade Bond Portfolio
Vote Number
---- -------------
FOR 9,638,688
AGAINST 180,040
Item 4: New Sub-Advisory Agreement
Kemper International Portfolio
Vote Number
---- -------------
FOR 116,969,348
AGAINST 5,291,354
Kemper Global Income Portfolio
Vote Number
---- -------------
FOR 2,116,544
AGAINST 180,040
Kemper Horizon 20+ Portfolio
Vote Number
---- -------------
FOR 8,481,243
AGAINST 296,028
Kemper Horizon 10+ Portfolio
Vote Number
---- -------------
FOR 13,216,267
AGAINST 215,965
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 7
Kemper Horizon 5 Portfolio
Vote Number
---- -------------
FOR 8,123,023
AGAINST 119,190
Kemper Value+Growth Portfolio
Vote Number
---- -------------
FOR 31,852,788
AGAINST 981,217
Item 6: Amendment to Fund's Agreement and Declaration of Trust
Kemper Total Return Portfolio
Vote Number
---- -------------
FOR 264,997,317
AGAINST 13,486,125
Kemper Growth Portfolio
Vote Number
---- -------------
FOR 178,616,353
AGAINST 9,537,386
Kemper Small Cap Growth Portfolio
Vote Number
---- -------------
FOR 60,390,667
AGAINST 2,753,464
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 8
Kemper Small Cap Value Portfolio
Vote Number
---- -------------
FOR 43,435,969
AGAINST 1,933,139
Kemper Money Market Portfolio
Vote Number
---- -------------
FOR 111,767,419
AGAINST 5,891,228
Kemper High Yield Portfolio
Vote Number
---- -------------
FOR 260,897,189
AGAINST 14,288,606
Kemper Government Securities Portfolio
Vote Number
---- -------------
FOR 64,809,338
AGAINST 6,390,589
Kemper International Portfolio
Vote Number
---- -------------
FOR 115,958,908
AGAINST 6,301,694
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 9
Kemper Blue Chip Portfolio
Vote Number
---- -------------
FOR 6,154,072
AGAINST 819,799
Kemper Global Income Portfolio
Vote Number
---- -------------
FOR 2,116,544
AGAINST 0
Kemper Horizon 20+ Portfolio
Vote Number
---- -------------
FOR 8,563,960
AGAINST 213,311
Kemper Horizon 10+ Portfolio
Vote Number
---- -------------
FOR 13,216,455
AGAINST 215,777
Kemper Horizon 5 Portfolio
Vote Number
---- -------------
FOR 7,850,069
AGAINST 392,144
Exhibit 77C
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
Page 10
Kemper Value Portfolio
Vote Number
---- -------------
FOR 75,525,536
AGAINST 2,563,641
Kemper Value+Growth Portfolio
Vote Number
---- -------------
FOR 31,746,004
AGAINST 1,088,001
Kemper Investment Grade Bond Portfolio
Vote Number
---- -------------
FOR 9,675,966
AGAINST 142,762
LKW|W:\FUNDS\NSAR.EXH\INFS\77C.698|081398
Exhibit 77Q1(e)(1)
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
May 1, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper-Dreman Financial Services Portfolio
Ladies and Gentlemen:
INVESTORS FUND SERIES (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of Trust,
as amended from time-to-time (the "Declaration"), the Board of
Trustees is authorized to issue the Trust's shares of beneficial
interest (the "Shares"), in separate series, or funds. The Board
of Trustees has authorized Kemper-Dreman Financial Services
Portfolio (the "Fund"). Series may be abolished and dissolved,
and additional series established, from time to time by action of
the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act upon advice of counsel to the Trust. You shall also make
available to the Trust promptly upon request all of the Fund s
investment records and ledgers as are necessary to assist the
Trust in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall
furnish to regulatory authorities having the requisite authority
any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and
regulations.
2
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
3
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund s
4
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund s
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .75 of 1
percent of the average daily net assets as defined below of the
Fund for such month provided that, for any calendar month during
which the average of such values exceed $250,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $250,000,000 shall be 1/12 of .72 of 1
percent of such portion; provided that, for any calendar month
during which the average of such values exceeds $1,000,000,000,
5
the fee payable for that month based on the portion of the
average of such values in excess of $1,000,000,000 shall be 1/12
of .70 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds
$2,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .68 of 1 percent of such portion; provided that,
for any calendar month during which the average of such values
exceeds $5,000,000,000, the fee payable for that month based on
the portion of the average of such values in excess of
$5,000,000,000 shall be 1/12 of .65 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such values exceeds $7,500,000,000, the fee payable for that
month based on the portion of the average of such values in
excess of $7,500,000,000 shall be 1/12 of .64 of 1 percent of
such portion; provided that, for any calendar month during which
the average of such values exceeds $10,000,00,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .63 of
1 percent of such portion; and provided that, for any calendar
month during which the average of such values exceeds
$12,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$12,500,000,000 shall be 1/12 of .62 of 1 percent of such
portion; over (b) any compensation waived by you from time to
time (as more fully described below). You shall be entitled to
receive during any month such interim payments of your fee
hereunder as you shall request, provided that no such payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
6
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund's
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of yours concerning the Shares of the Fund, you shall act solely
as investment counsel for such clients and not in any way on
behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the
Trust agrees that you shall not be liable under this Agreement
for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall
be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until April 1, 1999, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
7
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Investors Fund Series" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of the
Fund, or Trustee, officer, employee or agent of the Trust, shall
be subject to claims against or obligations of the Trust or of
the Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund
8
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
9
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
INVESTORS FUND SERIES, on behalf of
Kemper-Dreman Financial Services
Portfolio
By:
--------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By:
-------------------------------
Vice President
LKW|W:\FUNDS\NSAR.EXH\INFS\IMA_DFS.498|081098
10
Exhibit 77Q1(e)(2)
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
May 1, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Global Blue Chip Portfolio
Ladies and Gentlemen:
INVESTORS FUND SERIES (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of Trust,
as amended from time-to-time (the "Declaration"), the Board of
Trustees is authorized to issue the Trust's shares of beneficial
interest (the "Shares"), in separate series, or funds. The Board
of Trustees has authorized Kemper Global Blue Chip Portfolio (the
"Fund"). Series may be abolished and dissolved, and additional
series established, from time to time by action of the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act upon advice of counsel to the Trust. You shall also make
available to the Trust promptly upon request all of the Fund s
investment records and ledgers as are necessary to assist the
Trust in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall
furnish to regulatory authorities having the requisite authority
any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and
regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
2
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
3
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund s
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
4
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund s
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1.00 percent of the
average daily net assets as defined below of the Fund for such
month; provided that, for any calendar month during which the
average of such values exceeds $250,000,000, the fee payable for
that month based on the portion of the average of such values in
excess of $250,000,000 shall be 1/12 of .95 of 1 percent of such
portion; and provided that, for any calendar month during which
the average of such values exceeds $1,000,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $1,000,000,000 shall be 1/12 of.90 of 1
percent of such portion; over (b) any compensation waived by you
from time to time (as more fully described below). You shall be
5
entitled to receive during any month such interim payments of
your fee hereunder as you shall request, provided that no such
payment shall exceed __ percent of the amount of your fee then
accrued on the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund's
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of yours concerning the Shares of the Fund, you shall act solely
as investment counsel for such clients and not in any way on
behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
6
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the
Trust agrees that you shall not be liable under this Agreement
for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall
be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until April 1, 1999, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
7
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Investors Fund Series" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of the
Fund, or Trustee, officer, employee or agent of the Trust, shall
be subject to claims against or obligations of the Trust or of
the Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
8
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
INVESTORS FUND SERIES, on behalf of
Kemper Global Blue Chip Portfolio
By:
--------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By:
-------------------------------
Vice President
LKW|W:\FUNDS\NSAR.EXH\INFS\IMA_GBC.498|081098
9
Exhibit 77Q1(e)(3)
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
May 1, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper-Dreman High Return Equity Portfolio
Ladies and Gentlemen:
INVESTORS FUND SERIES (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of Trust,
as amended from time-to-time (the "Declaration"), the Board of
Trustees is authorized to issue the Trust's shares of beneficial
interest (the "Shares"), in separate series, or funds. The Board
of Trustees has authorized Kemper-Dreman High Return Equity
Portfolio (the "Fund"). Series may be abolished and dissolved,
and additional series established, from time to time by action of
the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act upon advice of counsel to the Trust. You shall also make
available to the Trust promptly upon request all of the Fund s
investment records and ledgers as are necessary to assist the
Trust in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall
furnish to regulatory authorities having the requisite authority
any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and
regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
2
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
3
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund s
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
4
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund s
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .75 of 1
percent of the average daily net assets as defined below of the
Fund for such month provided that, for any calendar month during
which the average of such values exceed $250,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $250,000,000 shall be 1/12 of .72 of 1
percent of such portion; provided that, for any calendar month
during which the average of such values exceeds $1,000,000,000,
the fee payable for that month based on the portion of the
average of such values in excess of $1,000,000,000 shall be 1/12
of .70 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds
5
$2,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .68 of 1 percent of such portion; provided that,
for any calendar month during which the average of such values
exceeds $5,000,000,000, the fee payable for that month based on
the portion of the average of such values in excess of
$5,000,000,000 shall be 1/12 of .65 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such values exceeds $7,500,000,000, the fee payable for that
month based on the portion of the average of such values in
excess of $7,500,000,000 shall be 1/12 of .64 of 1 percent of
such portion; provided that, for any calendar month during which
the average of such values exceeds $10,000,00,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .63 of
1 percent of such portion; and provided that, for any calendar
month during which the average of such values exceeds
$12,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$12,500,000,000 shall be 1/12 of .62 of 1 percent of such
portion; over (b) any compensation waived by you from time to
time (as more fully described below). You shall be entitled to
receive during any month such interim payments of your fee
hereunder as you shall request, provided that no such payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
6
fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund's
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of yours concerning the Shares of the Fund, you shall act solely
as investment counsel for such clients and not in any way on
behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the
Trust agrees that you shall not be liable under this Agreement
for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall
be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until April 1, 1999, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
7
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Investors Fund Series" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of the
Fund, or Trustee, officer, employee or agent of the Trust, shall
be subject to claims against or obligations of the Trust or of
the Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
8
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
INVESTORS FUND SERIES, on behalf of
Kemper-Dreman High Return Equity
Portfolio
By:
--------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By:
-------------------------------
Vice President
LKW|W:\FUNDS\NSAR.EXH\INFS\IMA_DHR.498|081098
9
Exhibit 77Q1(e)(4)
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
May 1, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper International Growth and Income Portfolio
Ladies and Gentlemen:
INVESTORS FUND SERIES (the "Trust") has been established as a
Massachusetts business trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of Trust,
as amended from time-to-time (the "Declaration"), the Board of
Trustees is authorized to issue the Trust's shares of beneficial
interest (the "Shares"), in separate series, or funds. The Board
of Trustees has authorized Kemper International Growth and Income
Portfolio (the "Fund"). Series may be abolished and dissolved,
and additional series established, from time to time by action of
the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the requirements
set forth in this section 2, you shall be entitled to receive and
act upon advice of counsel to the Trust. You shall also make
available to the Trust promptly upon request all of the Fund s
investment records and ledgers as are necessary to assist the
Trust in complying with the requirements of the 1940 Act and
other applicable laws. To the extent required by law, you shall
furnish to regulatory authorities having the requisite authority
any information or reports in connection with the services
provided pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Trust are being
conducted in a manner consistent with applicable laws and
regulations.
2
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
3
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide at
your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund s
4
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund s
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1.00 percent of the
average daily net assets as defined below of the Fund for such
month; over (b) any compensation waived by you from time to time
(as more fully described below). You shall be entitled to
receive during any month such interim payments of your fee
hereunder as you shall request, provided that no such payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.
5
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund's
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of yours concerning the Shares of the Fund, you shall act solely
as investment counsel for such clients and not in any way on
behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
6
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to your
undertaking to render services pursuant to this Agreement, the
Trust agrees that you shall not be liable under this Agreement
for any error of judgment or mistake of law or for any loss
suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing in this Agreement shall
be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until April 1, 1999, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
7
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Investors Fund Series" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of the
Fund, or Trustee, officer, employee or agent of the Trust, shall
be subject to claims against or obligations of the Trust or of
the Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
8
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
INVESTORS FUND SERIES, on behalf of
Kemper International Growth and
Income Portfolio
By:________________________________
Title:_____________________________
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By:________________________________
Title:_____________________________
LKW|W:\FUNDS\NSAR.EXH\INFS\IMA_IGI.498|081098
9
Exhibit 77Q1(e)(5)
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
SUB-ADVISORY AGREEMENT
AGREEMENT made this 1st day of May, 1998, by and between
SCUDDER KEMPER INVESTMENTS, INC., a Delaware corporation (the
"Adviser") and DREMAN VALUE MANAGEMENT, L.L.C., a Delaware
limited liability company (the "Sub-Adviser").
WHEREAS, INVESTORS FUND SERIES, a Massachusetts business
trust (the "Fund") is a management investment company
registered under the Investment Company Act of 1940 ("the
Investment Company Act");
WHEREAS, the Fund has retained the Adviser to render to
it investment advisory and management services with regard to
the Fund, including the series known as the Kemper-Dreman
High Return Equity Portfolio (the "High Return Series"),
pursuant to an Investment Management Agreement (the
"Management Agreement"); and
WHEREAS, the Adviser desires at this time to retain the
Sub-Adviser to render investment advisory and management
services for the High Return Series and the Sub-Adviser is
willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. Appointment of Sub-Adviser.
(a) The Adviser hereby employs the Sub-Adviser to
manage the investment and reinvestment of the assets of the
High Return Series in accordance with the applicable
investment objectives, policies and limitations and subject
to the supervision of the Adviser and the Board of Trustees
of the Fund for the period and upon the terms herein set
forth, and to place orders for the purchase or sale of
portfolio securities for the High Return Series account with
brokers or dealers selected by the Sub-Adviser; and, in
connection therewith, the Sub-Adviser is authorized as the
agent of the High Return Series to give instructions to the
Custodian and Accounting Agent of the Fund as to the
deliveries of securities and payments of cash for the account
of the High Return Series. In connection with the selection
of such brokers or dealers and the placing of such orders,
the Sub-Adviser is directed to seek for the High Return
Series best execution of orders. Subject to such policies as
the Board of Trustees of the Fund determines and subject to
satisfying the requirements of Section 28(e) of the
Securities Exchange Act of 1934, the Sub-Adviser shall not be
deemed to have acted unlawfully or to have breached any duty,
created by this Agreement or otherwise, solely by reason of
its having caused the High Return Series to pay a broker or
dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that
such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such
broker or dealer viewed in terms of either that particular
transaction or the Sub-Adviser's overall responsibilities
with respect to the clients of the Sub-Adviser as to which
the Sub-Adviser exercises investment discretion. The Adviser
recognizes that all research services and research that the
Sub-Adviser receives are available for all clients of the
Sub-Adviser, and that the High Return Series and other
clients of the Sub-Adviser may benefit thereby. The
investment of funds shall be subject to all applicable
restrictions of the Agreement and Declaration of Trust and
By-Laws of the Fund as may from time to time be in force to
the extent the same are provided the Sub-Adviser.
(b) The Sub-Adviser accepts such employment and
agrees during the period of this Agreement to render such
investment management services in accordance with the
applicable investment objectives, policies and limitations
set out in the Fund's prospectus and Statement of Additional
Information, as amended from time to time, to the extent the
same are provided the Sub-Adviser, to furnish related office
facilities and equipment and clerical, bookkeeping and
administrative services for the High Return Series, and to
assume the other obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall assume
and pay all of the costs and expenses of performing its
obligations under this Agreement. The Sub-Adviser shall for
all purposes herein provided be deemed to be an independent
contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent
the Fund, the High Return Series or the Adviser in any way or
otherwise be deemed an agent of the Fund, the High Return
Series or the Adviser.
(c) The Sub-Adviser will keep the Adviser, for
itself and on behalf of the Fund, informed of developments
materially affecting the Fund or the High Return Series and
shall, on the Sub-Adviser's own initiative and as reasonably
requested by the Adviser, for itself and on behalf of the
Fund, furnish to the Adviser from time to time whatever
information the Adviser reasonably believes appropriate for
this purpose.
2
(d) The Sub-Adviser shall provide the Adviser with
such investment portfolio accounting and shall maintain and
provide such detailed records and reports as the Adviser may
from time to time reasonably request, including without
limitation, daily processing of investment transactions and
periodic valuations of investment portfolio positions as
required by the Adviser, monthly reports of the investment
portfolio and all investment transactions and the preparation
of such reports and compilation of such data as may be
required by the Adviser to comply with the obligations
imposed upon it under the Management Agreement. Sub-Adviser
agrees to install in its offices computer equipment or
software, as provided by the Adviser at its expense, for use
by the Sub-Adviser in performing its duties under this
Sub-Advisory Agreement, including inputting on a daily basis
that day's portfolio transactions in the High Return Series.
(e) The Sub-Adviser shall maintain and enforce
adequate security procedures with respect to all materials,
records, documents and data relating to any of its
responsibilities pursuant to this Agreement including all
means for the effecting of securities transactions.
(f) The Sub-Adviser agrees that it will provide to
the Adviser or the Fund promptly upon request reports and
copies of such of its investment records and ledgers with
respect to the High Return Series as appropriate to assist
the Adviser and the Fund in monitoring compliance with the
Investment Company Act and the Investment Advisers Act of
1940 (the "Advisers Act"), as well as other applicable laws.
The Sub-Adviser will furnish the Fund's Board of Trustees
such periodic and special reports with respect to the High
Return Series as the Adviser or the Board of Trustees may
reasonably request, including statistical information with
respect to the High Return Series securities.
(g) In compliance with the requirements of Rule
31a-3 under the Investment Company Act, the Sub-Adviser
hereby agrees that any records that it maintains for the Fund
are the property of the Fund and further agrees to surrender
promptly any such records upon the Fund's or the Adviser's
request, although the Sub-Adviser may, at the Sub-Adviser's
own expense, make and retain copies of such records. The
Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the Investment Company Act any
records with respect to the Sub-Adviser's duties hereunder
required to be maintained by Rule 31a-1 under the Investment
Company Act to the extent that the Sub-Adviser prepares and
maintains such records pursuant to this Agreement and to
preserve the records required by Rule 204-2 under the
Advisers Act for the period specified in that Rule.
3
(h) The Sub-Adviser agrees that it will
immediately notify the Adviser and the Fund in the event that
the Sub-Adviser: (i) becomes subject to a statutory
disqualification that prevents the Sub-Adviser from serving
as an investment adviser pursuant to this Agreement; or (ii)
is or expects to become the subject of an administrative
proceeding or enforcement action by the United States
Securities and Exchange Commission ("SEC") or other
regulatory authority.
(i) The Sub-Adviser agrees that it will
immediately forward, upon receipt, to the Adviser, for itself
and as agent for the Fund, any correspondence from the SEC or
other regulatory authority that relates to the High Return
Series.
(j) The Sub-Adviser acknowledges that it is an
"investment adviser" to the Fund within the meaning of the
Investment Company Act and the Advisers Act.
(k) The Sub-Adviser shall be responsible for
maintaining an appropriate compliance program to ensure that
the services provided by it under this Agreement are
performed in a manner consistent with applicable laws and the
terms of this Agreement. Sub-Adviser agrees to provide such
reports and certifications regarding its compliance program
as the Adviser or the Fund shall reasonably request from time
to time. Furthermore, the Sub-Adviser shall maintain and
enforce a Code of Ethics which in form and substance is
consistent with industry norms as changed from time to time.
Sub-Adviser agrees to allow the Board of Trustees of the Fund
to review its Code of Ethics upon request. Sub-Adviser
agrees to report to the Adviser on a quarterly basis any
violations of the Code of Ethics of which its senior
management becomes aware.
2. Compensation.
For the services and facilities described herein,
the Adviser will pay to the Sub-Adviser, 15 days after the
end of each calendar month, the unpaid balance of a fee equal
to 1/12 of .240 of 1 percent of the average daily net assets
as defined below of the High Return Series for such month;
provided that, for any calendar month during which the
average of such values exceeds $250,000,000, the fee payable
for that month based on the portion of the average of such
values in excess of $250,000,000 shall be 1/12 of .230 of 1
percent of such portion; provided that, for any calendar
month during which the average of such values exceeds
$1,000,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$1,000,000,000 shall be 1/12 of .224 of 1 percent of such
4
portion; provided that, for any calendar month during which
the average of such values exceeds $2,500,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $2,500,000,000 shall be 1/12 of .218
of 1 percent of such portion; provided that, for any
calendar month during which the average of such values
exceeds $5,000,000,000, the fee payable for that month based
on the portion of the average of such values in excess of
$5,000,000,000 shall be 1/12 of .208 of 1 percent of such
portion; provided that, for any calendar month during which
the average of such values exceeds $7,500,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $7,500,000,000 shall be 1/12 of .205
of 1 percent of such portion; provided that, for any calendar
month during which the average of such values exceeds
$10,000,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$10,000,000,000 shall be 1/12 of .202 of 1 percent of such
portion; and provided that, for any calendar month during
which the average of such values exceeds $12,500,000,000, the
fee payable for that month based on the portion of the
average of such values in excess of $12,500,000,000 shall be
1/12 of .198 of 1 percent of such portion.
For the month and year in which this Agreement
becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that
the Agreement is in effect during the month and year,
respectively.
3. Net Asset Value. The net asset value for the
High Return Series shall be calculated as the Board of
Trustees of the Fund may determine from time to time in
accordance with the provisions of the Investment Company Act.
On each day when net asset value is not calculated, the net
asset value of the High Return Series shall be deemed to be
the net asset value as of the close of business on the last
day on which such calculation was made for the purpose of the
foregoing computations.
4. Duration and Termination.
(a) This Agreement shall become effective with
respect to the High Return Series on the date hereof and
shall remain in full force until May 1, 2003, unless sooner
terminated or not annually approved as hereinafter provided.
Notwithstanding the foregoing, this Agreement shall continue
in force through February 1, 2003, and from year to year
thereafter, only as long as such continuance is specifically
approved at least annually and in the manner required by the
Investment Company Act and the rules and regulations
5
thereunder, with the first annual renewal to be coincident
with the next renewal of the Management Agreement.
(b) This Agreement shall automatically terminate
in the event of its assignment or in the event of the
termination of the Management Agreement. In addition,
Adviser has the right to terminate this Agreement upon
immediate notice if the Sub-Adviser becomes statutorily
disqualified from performing its duties under this Agreement
or otherwise is legally prohibited from operating as an
investment adviser.
(c) This Agreement may be terminated at any time,
without the payment by the Fund of any penalty, by the Board
of Trustees of the Fund, or by vote of a majority of the
outstanding voting securities of the High Return Series, or
by the Adviser. The Fund may effect termination of this
Agreement by action of the Board of Trustees of the Fund or
by vote of a majority of the outstanding voting securities of
the High Return Series on sixty (60) days written notice to
the Adviser and the Sub-Adviser. The Adviser may effect
termination of this Agreement on sixty (60) days written
notice to the Sub-Adviser.
(d) Sub-Adviser may not terminate this Agreement
prior to the third anniversary of the date of this Agreement.
Sub-Adviser may terminate this Agreement effective on or
after the third anniversary of the date of this Agreement
upon ninety (90) days written notice to the Adviser.
(e) The terms "assignment" and "vote of a majority
of the outstanding voting securities" shall have the meanings
set forth in the Investment Company Act and the rules and
regulations thereunder.
5. Representations and Warranties. The Sub-Adviser
hereby represents and warrants as follows:
(a) The Sub-Adviser is registered with the SEC as
an investment adviser under the Advisers Act, and such
registration is current, complete and in full compliance with
all material applicable provisions of the Advisers Act and
the rules and regulations thereunder;
(b) The Sub-Adviser has all requisite authority to
enter into, execute, deliver and perform the Sub-Adviser's
obligations under this Agreement;
(c) The Sub-Adviser's performance of its
obligations under this Agreement does not conflict with any
law, regulation or order to which the Sub-Adviser is subject;
and
6
(d) The Sub-Adviser has reviewed the portion of
(i) the registration statement filed with the SEC, as amended
from time to time for the Fund ("Registration Statement"),
and (ii) the Fund's prospectus and supplements thereto, in
each case in the form received from the Adviser with respect
to the disclosure about the Sub-Adviser and the High Return
Series of which the Sub-Adviser has knowledge (the
"Sub-Adviser and High Return Information") and except as
advised in writing to the Adviser such Registration
Statement, prospectus and any supplement contain, as of its
date, no untrue statement of any material fact of which
Sub-Adviser has knowledge and do not omit any statement of a
material fact of which Sub-Adviser has knowledge which was
required to be stated therein or necessary to make the
statements contained therein not misleading.
6. Covenants. The Sub-Adviser hereby covenants and
agrees that, so long as this Agreement shall remain in
effect:
(a) The Sub-Adviser shall maintain the
Sub-Adviser's registration as an investment adviser under the
Advisers Act, and such registration shall at all times remain
current, complete and in full compliance with all material
applicable provisions of the Advisers Act and the rules and
regulations thereunder;
(b) The Sub-Adviser's performance of its
obligations under this Agreement shall not conflict with any
law, regulation or order to which the Sub-Adviser is then
subject;
(c) The Sub-Adviser shall at all times comply in
all material respects with the Advisers Act and the
Investment Company Act, and all rules and regulations
thereunder, and all other applicable laws and regulations,
and the Registration Statement, prospectus and any supplement
and with any applicable procedures adopted by the Fund's
Board of Trustees, provided that such procedures are
substantially similar to those applicable to similar funds
for which the Board of Trustees of the Fund is responsible
and that such procedures are identified in writing to the
Sub-Adviser;
(d) The Sub-Adviser shall promptly notify Adviser
and the Fund upon the occurrence of any event that might
disqualify or prevent the Sub-Adviser from performing its
duties under this Agreement. The Sub-Adviser further agrees
to notify Adviser of any changes that would cause the
Registration Statement or prospectus for the Fund to contain
any untrue statement of a material fact or to omit to state a
material fact which is required to be stated therein or is
7
necessary to make the statements contained therein not
misleading, in each case relating to Sub-Adviser and High
Return Information; and
(e) For the entire time this Agreement is in
effect and for a period of two years thereafter, the Sub-
Adviser shall maintain a claims made bond issued by a
reputable fidelity insurance company against larceny and
embezzlement, covering each officer and employee of Sub-
Adviser, at a minimum level of $2 million which provide
coverage for acts or alleged acts which occurred during the
period of this Agreement.
7. Use of Names.
(a) The Sub-Adviser acknowledges and agrees that
the names Kemper, Zurich and Scudder, and abbreviations or
logos associated with those names, are the valuable property
of Adviser and its affiliates; that the Fund, Adviser and
their affiliates have the right to use such names,
abbreviations and logos; and that the Sub-Adviser shall use
the names Zurich, Kemper and Scudder, and associated
abbreviations and logos, only in connection with the
Sub-Adviser's performance of its duties hereunder. Further,
in any communication with the public and in any marketing
communications of any sort, Sub-Adviser agrees to obtain
prior written approval from Adviser before using or referring
to Investors Fund Series, Kemper, Scudder, Zurich
or Kemper-Dreman High Return Equity Portfolio or any
abbreviations or logos associated with those names; provided
that nothing herein shall be deemed to prohibit the
Sub-Adviser from referring to the performance of the
Kemper-Dreman High Return Equity Portfolio in the
Sub-Adviser's marketing material as long as such marketing
material does not constitute "sales literature" or
"advertising" for the High Return Series, as those terms are
used in the rules, regulations and guidelines of the SEC and
the National Association of Securities Dealers, Inc.
(b) Adviser acknowledges that "Dreman" is
distinctive in connection with investment advisory and
related services provided by the Sub-Adviser, the "Dreman"
name is a property right of the Sub-Adviser, and the "Dreman"
name as used in the name of the High Return Series is
understood to be used by the Fund upon the conditions
hereinafter set forth; provided that the Fund may use such
name only so long as the Sub-Adviser shall be retained as the
investment sub-adviser of the High Return Series pursuant to
the terms of this Agreement.
(c) Adviser acknowledges that the Fund and its
agents may use the "Dreman" name in the name of the High
8
Return Series for the period set forth herein in a manner not
inconsistent with the interests of the Sub-Adviser and that
the rights of the Fund and its agents in the "Dreman" name
are limited to their use as a component of the High Return
Series name and in connection with accurately describing the
activities of the High Return Series, including use with
marketing and other promotional and informational material
relating to the High Return Series. In the event that the
Sub-Adviser shall cease to be the investment sub-adviser of
the High Return Series, then the Fund at its own or the
Adviser's expense, upon the Sub-Adviser's written request:
(i) shall cease to use the Sub-Adviser's name as part of the
name of the High Return Series or for any other commercial
purpose (other than the right to refer to the High Return
Series' former name in the Fund's Registration Statement,
proxy materials and other Fund documents to the extent
required by law and, for a reasonable period the use of the
name in informing others of the name change); and (ii) shall
use its best efforts to cause the Fund's officers and
directors to take any and all actions which may be necessary
or desirable to effect the foregoing and to reconvey to the
Sub-Adviser all rights which the Fund may have to such name.
Adviser agrees to take any and all reasonable actions as may
be necessary or desirable to effect the foregoing and Sub-
Adviser agrees to allow the Fund and its agents a reasonable
time to effectuate the foregoing.
(d) The Sub-Adviser hereby agrees and consents to
the use of the Sub-Adviser's name upon the foregoing terms
and conditions.
8. Standard of Care. Except as may otherwise be
required by law, and except as may be set forth in paragraph
9, the Sub-Adviser shall not be liable for any error of
judgment or of law or for any loss suffered by the Fund, the
High Return Series or the Adviser in connection with the
matters to which this Agreement relates, except loss
resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance
of its obligations and duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
9. Indemnifications.
(a) The Sub-Adviser agrees to indemnify and hold
harmless Adviser and the Fund against any losses, expenses,
claims, damages or liabilities (or actions or proceedings in
respect thereof), to which Adviser or the Fund may become
subject arising out of or based on the breach or alleged
breach by the Sub-Adviser of any provisions of this Agreement
or any wrongful action or alleged wrongful action by the Sub-
Adviser; provided, however, that the Sub-Adviser shall not be
9
liable under this paragraph in respect of any loss, expense,
claim, damage or liability to the extent that a court having
jurisdiction shall have determined by a final judgment, or
independent counsel agreed upon by the Sub-Adviser and the
Adviser or the Fund, as the case may be, shall have concluded
in a written opinion, that such loss, expense, claim, damage
or liability resulted primarily from the Adviser's or the
Fund's willful misfeasance, bad faith or gross negligence or
by reason of the reckless disregard by the Adviser or the
Fund of its duties. The foregoing indemnification shall be
in addition to any rights that the Adviser or the Fund may
have at common law or otherwise. The Sub-Adviser's
agreements in this paragraph shall, upon the same terms and
conditions, extend to and inure to the benefit of each person
who may be deemed to control the Adviser or the Fund, be
controlled by the Adviser or the Fund, or be under common
control with the Adviser or the Fund and their affiliates,
trustees, officers, employees and agents. The Sub-Adviser's
agreement in this paragraph shall also extend to any of the
Fund's, High Return Series', and Adviser's successors or the
successors of the aforementioned affiliates, trustees,
officers, employees or agents.
(b) The Adviser agrees to indemnify and hold
harmless the Sub-Adviser against any losses, expenses,
claims, damages or liabilities (or actions or proceedings in
respect thereof), to which the Sub-Adviser may become subject
arising out of or based on the breach or alleged breach by
the Adviser of any provisions of this Agreement or the
Management Agreement, or any wrongful action or alleged
wrongful action by the Adviser or its affiliates in the
distribution of the Fund's shares, or any wrongful action or
alleged wrongful action by the Fund other than wrongful
action or alleged wrongful action that was caused by the
breach by Sub-Adviser of the provisions of this Agreement;
provided, however, that the Adviser shall not be liable under
this paragraph in respect of any loss, expense, claim, damage
or liability to the extent that a court having jurisdiction
shall have determined by a final judgment, or independent
counsel agreed upon by the Adviser and the Sub-Adviser shall
have concluded in a written opinion, that such loss, expense,
claim, damage or liability resulted primarily from the
Sub-Adviser's willful misfeasance, bad faith or gross
negligence or by reason of the reckless disregard by the
Sub-Adviser of its duties. The foregoing indemnification
shall be in addition to any rights that the Sub-Adviser may
have at common law or otherwise. The Adviser's agreements in
this paragraph shall, upon the same terms and conditions,
extend to and inure to the benefit of each person who may be
deemed to control the Sub-Adviser, be controlled by the
Sub-Adviser or be under common control with the Sub-Adviser
and to each of the Sub-Adviser's and each such person's
10
respective affiliates, trustees, officers, employees and
agents. The Adviser's agreements in this paragraph shall
also extend to any of the Sub-Adviser's successors or the
successors of the aforementioned affiliates, trustees,
officers, employees or agents.
(c) Promptly after receipt by a party indemnified
under paragraphs 9(a) and 9(b) above of notice of the
commencement of any action, proceeding, or investigation for
which indemnification will be sought, such indemnified party
shall promptly notify the indemnifying party in writing; but
the omission so to notify the indemnifying party shall not
relieve it from any liability which it may otherwise have to
any indemnified party unless such omission results in actual
material prejudice to the indemnifying party. In case any
action or proceeding shall be brought against any indemnified
party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be
entitled to participate in and, individually or jointly with
any other indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of
any action or proceeding, the indemnifying party shall not be
liable to the indemnified party for any legal or other
expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable
costs of investigation. If the indemnifying party does not
elect to assume the defense of any action or proceeding, the
indemnifying party on a monthly basis shall reimburse the
indemnified party for the reasonable legal fees and other
costs of defense thereof. Regardless of whether or not the
indemnifying party shall have assumed the defense of any
action or proceeding, the indemnified party shall not settle
or compromise the action or proceeding without the prior
written consent of the indemnifying party, which shall not be
unreasonably withheld.
10. Survival. If any provision of this Agreement
shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder shall not be thereby
affected.
11. Notices. Any notice under this Agreement shall
be in writing, addressed and delivered or mailed, postage
prepaid, to the other party at such address as such other
party may designate for the receipt of such notice.
12. Governing Law. This Agreement shall be
construed in accordance with applicable federal law and the
laws of the State of New York.
11
13. Miscellaneous.
(a) The captions in this Agreement are included
for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
(b) Terms not defined herein shall have the
meaning set forth in the Fund's prospectus.
(c) This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have
caused this Agreement to be executed as of the day and year
first above written.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Stephen R. Beckwith
--------------------------------
Title:
-----------------------------
DREMAN VALUE MANAGEMENT, L.L.C.
By: /s/ David N. Dreman
---------------------------------
Title: Chairman
------------------------------
FOR THE PURPOSE OF ACCEPTING ITS
OBLIGATIONS UNDER SECTION 7 HEREIN ONLY
INVESTORS FUND SERIES
By: /s/ Mark S. Casady
---------------------------------
Title: President
------------------------------
LKW|W:\FUNDS\NSAR.EXH\INFS\SA_DHRE.498|081098
12
Exhibit 77Q1(e)(6)
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
SUB-ADVISORY AGREEMENT
AGREEMENT made this 1st day of May, 1998, by and between
SCUDDER KEMPER INVESTMENTS, INC., a Delaware corporation (the
"Adviser") and DREMAN VALUE MANAGEMENT, L.L.C., a Delaware
limited liability company (the "Sub-Adviser").
WHEREAS, INVESTORS FUND SERIES, a Massachusetts business
trust (the "Fund") is a management investment company
registered under the Investment Company Act of 1940 ("the
Investment Company Act");
WHEREAS, the Fund has retained the Adviser to render to
it investment advisory and management services with regard to
the Fund, including the series known as the Kemper-Dreman
Financial Services Portfolio (the "Financial Services
Series"), pursuant to an Investment Management Agreement (the
"Management Agreement"); and
WHEREAS, the Adviser desires at this time to retain the
Sub-Adviser to render investment advisory and management
services for the Financial Services Series and the Sub-
Adviser is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. Appointment of Sub-Adviser.
(a) The Adviser hereby employs the Sub-Adviser to
manage the investment and reinvestment of the assets of the
Financial Services Series in accordance with the applicable
investment objectives, policies and limitations and subject
to the supervision of the Adviser and the Board of Trustees
of the Fund for the period and upon the terms herein set
forth, and to place orders for the purchase or sale of
portfolio securities for the Financial Services Series
account with brokers or dealers selected by the Sub-Adviser;
and, in connection therewith, the Sub-Adviser is authorized
as the agent of the Financial Services Series to give
instructions to the Custodian and Accounting Agent of the
Fund as to the deliveries of securities and payments of cash
for the account of the Financial Services Series. In
connection with the selection of such brokers or dealers and
the placing of such orders, the Sub-Adviser is directed to
seek for the Financial Services Series best execution of
orders. Subject to such policies as the Board of Trustees of
the Fund determines and subject to satisfying the
requirements of Section 28(e) of the Securities Exchange Act
of 1934, the Sub-Adviser shall not be deemed to have acted
unlawfully or to have breached any duty, created by this
Agreement or otherwise, solely by reason of its having caused
the Financial Services Series to pay a broker or dealer an
amount of commission for effecting a securities transaction
in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if
the Sub-Adviser determined in good faith that such amount of
commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or
dealer viewed in terms of either that particular transaction
or the Sub-Adviser's overall responsibilities with respect to
the clients of the Sub-Adviser as to which the Sub-Adviser
exercises investment discretion. The Adviser recognizes that
all research services and research that the Sub-Adviser
receives are available for all clients of the Sub-Adviser,
and that the Financial Services Series and other clients of
the Sub-Adviser may benefit thereby. The investment of funds
shall be subject to all applicable restrictions of the
Agreement and Declaration of Trust and By-Laws of the Fund as
may from time to time be in force to the extent the same are
provided the Sub-Adviser.
(b) The Sub-Adviser accepts such employment and
agrees during the period of this Agreement to render such
investment management services in accordance with the
applicable investment objectives, policies and limitations
set out in the Fund's prospectus and Statement of Additional
Information, as amended from time to time, to the extent the
same are provided the Sub-Adviser, to furnish related office
facilities and equipment and clerical, bookkeeping and
administrative services for the Financial Services Series,
and to assume the other obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall assume
and pay all of the costs and expenses of performing its
obligations under this Agreement. The Sub-Adviser shall for
all purposes herein provided be deemed to be an independent
contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent
the Fund, the Financial Services Series or the Adviser in any
way or otherwise be deemed an agent of the Fund, the
Financial Services Series or the Adviser.
(c) The Sub-Adviser will keep the Adviser, for
itself and on behalf of the Fund, informed of developments
materially affecting the Fund or the Financial Services
Series and shall, on the Sub-Adviser's own initiative and as
reasonably requested by the Adviser, for itself and on behalf
of the Fund, furnish to the Adviser from time to time
2
whatever information the Adviser reasonably believes
appropriate for this purpose.
(d) The Sub-Adviser shall provide the Adviser with
such investment portfolio accounting and shall maintain and
provide such detailed records and reports as the Adviser may
from time to time reasonably request, including without
limitation, daily processing of investment transactions and
periodic valuations of investment portfolio positions as
required by the Adviser, monthly reports of the investment
portfolio and all investment transactions and the preparation
of such reports and compilation of such data as may be
required by the Adviser to comply with the obligations
imposed upon it under the Management Agreement. Sub-Adviser
agrees to install in its offices computer equipment or
software, as provided by the Adviser at its expense, for use
by the Sub-Adviser in performing its duties under this
Sub-Advisory Agreement, including inputting on a daily basis
that day's portfolio transactions in the Financial Services
Series.
(e) The Sub-Adviser shall maintain and enforce
adequate security procedures with respect to all materials,
records, documents and data relating to any of its
responsibilities pursuant to this Agreement including all
means for the effecting of securities transactions.
(f) The Sub-Adviser agrees that it will provide to
the Adviser or the Fund promptly upon request reports and
copies of such of its investment records and ledgers with
respect to the Financial Services Series as appropriate to
assist the Adviser and the Fund in monitoring compliance with
the Investment Company Act and the Investment Advisers Act
of 1940 (the "Advisers Act"), as well as other applicable
laws. The Sub-Adviser will furnish the Fund's Board of
Trustees such periodic and special reports with respect to
the Financial Services Series as the Adviser or the Board of
Trustees may reasonably request, including statistical
information with respect to the Financial Services Series
securities.
(g) In compliance with the requirements of Rule
31a-3 under the Investment Company Act, the Sub-Adviser
hereby agrees that any records that it maintains for the Fund
are the property of the Fund and further agrees to surrender
promptly any such records upon the Fund's or the Adviser's
request, although the Sub-Adviser may, at the Sub-Adviser's
own expense, make and retain copies of such records. The
Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the Investment Company Act any
records with respect to the Sub-Adviser's duties hereunder
required to be maintained by Rule 31a-1 under the Investment
3
Company Act to the extent that the Sub-Adviser prepares and
maintains such records pursuant to this Agreement and to
preserve the records required by Rule 204-2 under the
Advisers Act for the period specified in that Rule.
(h) The Sub-Adviser agrees that it will
immediately notify the Adviser and the Fund in the event that
the Sub-Adviser: (i) becomes subject to a statutory
disqualification that prevents the Sub-Adviser from serving
as an investment adviser pursuant to this Agreement; or (ii)
is or expects to become the subject of an administrative
proceeding or enforcement action by the United States
Securities and Exchange Commission ("SEC") or other
regulatory authority.
(i) The Sub-Adviser agrees that it will
immediately forward, upon receipt, to the Adviser, for itself
and as agent for the Fund, any correspondence from the SEC or
other regulatory authority that relates to the Financial
Services Series.
(j) The Sub-Adviser acknowledges that it is an
"investment adviser" to the Fund within the meaning of the
Investment Company Act and the Advisers Act.
(k) The Sub-Adviser shall be responsible for
maintaining an appropriate compliance program to ensure that
the services provided by it under this Agreement are
performed in a manner consistent with applicable laws and the
terms of this Agreement. Sub-Adviser agrees to provide such
reports and certifications regarding its compliance program
as the Adviser or the Fund shall reasonably request from time
to time. Furthermore, the Sub-Adviser shall maintain and
enforce a Code of Ethics which in form and substance is
consistent with industry norms as changed from time to time.
Sub-Adviser agrees to allow the Board of Trustees of the Fund
to review its Code of Ethics upon request. Sub-Adviser
agrees to report to the Adviser on a quarterly basis any
violations of the Code of Ethics of which its senior
management becomes aware.
2. Compensation.
For the services and facilities described herein,
the Adviser will pay to the Sub-Adviser, 15 days after the
end of each calendar month, the unpaid balance of a fee equal
to 1/12 of .240 of 1 percent of the average daily net assets
as defined below of the Financial Services Series for such
month; provided that, for any calendar month during which the
average of such values exceeds $250,000,000, the fee payable
for that month based on the portion of the average of such
values in excess of $250,000,000 shall be 1/12 of .230 of 1
4
percent of such portion; provided that, for any calendar
month during which the average of such values exceeds
$1,000,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$1,000,000,000 shall be 1/12 of .224 of 1 percent of such
portion; provided that, for any calendar month during which
the average of such values exceeds $2,500,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $2,500,000,000 shall be 1/12 of .218
of 1 percent of such portion; provided that, for any
calendar month during which the average of such values
exceeds $5,000,000,000, the fee payable for that month based
on the portion of the average of such values in excess of
$5,000,000,000 shall be 1/12 of .208 of 1 percent of such
portion; provided that, for any calendar month during which
the average of such values exceeds $7,500,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $7,500,000,000 shall be 1/12 of .205
of 1 percent of such portion; provided that, for any calendar
month during which the average of such values exceeds
$10,000,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$10,000,000,000 shall be 1/12 of .202 of 1 percent of such
portion; and provided that, for any calendar month during
which the average of such values exceeds $12,500,000,000, the
fee payable for that month based on the portion of the
average of such values in excess of $12,500,000,000 shall be
1/12 of .198 of 1 percent of such portion.
For the month and year in which this Agreement
becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that
the Agreement is in effect during the month and year,
respectively.
3. Net Asset Value. The net asset value for the
Financial Services Series shall be calculated as the Board of
Trustees of the Fund may determine from time to time in
accordance with the provisions of the Investment Company Act.
On each day when net asset value is not calculated, the net
asset value of the Financial Services Series shall be deemed
to be the net asset value as of the close of business on the
last day on which such calculation was made for the purpose
of the foregoing computations.
4. Duration and Termination.
(a) This Agreement shall become effective with
respect to the Financial Services Series on the date hereof
and shall remain in full force until May 1, 2003, unless
sooner terminated or not annually approved as hereinafter
provided. Notwithstanding the foregoing, this Agreement
5
shall continue in force through May 1, 2003, and from year to
year thereafter, only as long as such continuance is
specifically approved at least annually and in the manner
required by the Investment Company Act and the rules and
regulations thereunder, with the first annual renewal to be
coincident with the next renewal of the Management Agreement.
(b) This Agreement shall automatically terminate
in the event of its assignment or in the event of the
termination of the Management Agreement. In addition,
Adviser has the right to terminate this Agreement upon
immediate notice if the Sub-Adviser becomes statutorily
disqualified from performing its duties under this Agreement
or otherwise is legally prohibited from operating as an
investment adviser.
(c) This Agreement may be terminated at any time,
without the payment by the Fund of any penalty, by the Board
of Trustees of the Fund, or by vote of a majority of the
outstanding voting securities of the Financial Services
Series, or by the Adviser. The Fund may effect termination
of this Agreement by action of the Board of Trustees of the
Fund or by vote of a majority of the outstanding voting
securities of the Financial Services Series on sixty (60)
days written notice to the Adviser and the Sub-Adviser. The
Adviser may effect termination of this Agreement on sixty
(60) days written notice to the Sub-Adviser.
(d) Sub-Adviser may not terminate this Agreement
prior to the third anniversary of the date of this Agreement.
Sub-Adviser may terminate this Agreement effective on or
after the third anniversary of the date of this Agreement
upon ninety (90) days written notice to the Adviser.
(e) The terms "assignment" and "vote of a majority
of the outstanding voting securities" shall have the meanings
set forth in the Investment Company Act and the rules and
regulations thereunder.
5. Representations and Warranties. The Sub-Adviser
hereby represents and warrants as follows:
(a) The Sub-Adviser is registered with the SEC as
an investment adviser under the Advisers Act, and such
registration is current, complete and in full compliance with
all material applicable provisions of the Advisers Act and
the rules and regulations thereunder;
(b) The Sub-Adviser has all requisite authority to
enter into, execute, deliver and perform the Sub-Adviser's
obligations under this Agreement;
6
(c) The Sub-Adviser's performance of its
obligations under this Agreement does not conflict with any
law, regulation or order to which the Sub-Adviser is subject;
and
(d) The Sub-Adviser has reviewed the portion of
(i) the registration statement filed with the SEC, as amended
from time to time for the Fund ("Registration Statement"),
and (ii) the Fund's prospectus and supplements thereto, in
each case in the form received from the Adviser with respect
to the disclosure about the Sub-Adviser and the Financial
Services Series of which the Sub-Adviser has knowledge (the
"Sub-Adviser and Financial Services Information") and except
as advised in writing to the Adviser such Registration
Statement, prospectus and any supplement contain, as of its
date, no untrue statement of any material fact of which
Sub-Adviser has knowledge and do not omit any statement of a
material fact of which Sub-Adviser has knowledge which was
required to be stated therein or necessary to make the
statements contained therein not misleading.
6. Covenants. The Sub-Adviser hereby covenants and
agrees that, so long as this Agreement shall remain in
effect:
(a) The Sub-Adviser shall maintain the
Sub-Adviser's registration as an investment adviser under the
Advisers Act, and such registration shall at all times remain
current, complete and in full compliance with all material
applicable provisions of the Advisers Act and the rules and
regulations thereunder;
(b) The Sub-Adviser's performance of its
obligations under this Agreement shall not conflict with any
law, regulation or order to which the Sub-Adviser is then
subject;
(c) The Sub-Adviser shall at all times comply in
all material respects with the Advisers Act and the
Investment Company Act, and all rules and regulations
thereunder, and all other applicable laws and regulations,
and the Registration Statement, prospectus and any supplement
and with any applicable procedures adopted by the Fund's
Board of Trustees, provided that such procedures are
substantially similar to those applicable to similar funds
for which the Board of Trustees of the Fund is responsible
and that such procedures are identified in writing to the
Sub-Adviser;
(d) The Sub-Adviser shall promptly notify Adviser
and the Fund upon the occurrence of any event that might
disqualify or prevent the Sub-Adviser from performing its
7
duties under this Agreement. The Sub-Adviser further agrees
to notify Adviser of any changes that would cause the
Registration Statement or prospectus for the Fund to contain
any untrue statement of a material fact or to omit to state a
material fact which is required to be stated therein or is
necessary to make the statements contained therein not
misleading, in each case relating to Sub-Adviser and
Financial Services Information; and
(e) For the entire time this Agreement is in
effect and for a period of two years thereafter, the Sub-
Adviser shall maintain a claims made bond issued by a
reputable fidelity insurance company against larceny and
embezzlement, covering each officer and employee of Sub-
Adviser, at a minimum level of $2 million which provide
coverage for acts or alleged acts which occurred during the
period of this Agreement.
7. Use of Names.
(a) The Sub-Adviser acknowledges and agrees that
the names Kemper, Zurich and Scudder, and abbreviations or
logos associated with those names, are the valuable property
of Adviser and its affiliates; that the Fund, Adviser and
their affiliates have the right to use such names,
abbreviations and logos; and that the Sub-Adviser shall use
the names Zurich, Kemper and Scudder, and associated
abbreviations and logos, only in connection with the
Sub-Adviser's performance of its duties hereunder. Further,
in any communication with the public and in any marketing
communications of any sort, Sub-Adviser agrees to obtain
prior written approval from Adviser before using or referring
to Investors Fund, Kemper, Scudder, Zurich or Kemper-Dreman
Financial Services Portfolio or any abbreviations or logos
associated with those names; provided that nothing herein
shall be deemed to prohibit the Sub-Adviser from referring to
the performance of the Kemper-Dreman Financial Services
Portfolio in the Sub-Adviser's marketing material as long as
such marketing material does not constitute "sales
literature" or "advertising" for the Financial Services
Series, as those terms are used in the rules, regulations and
guidelines of the SEC and the National Association of
Securities Dealers, Inc.
(b) Adviser acknowledges that "Dreman" is
distinctive in connection with investment advisory and
related services provided by the Sub-Adviser, the "Dreman"
name is a property right of the Sub-Adviser, and the "Dreman"
name as used in the name of the Financial Services Series is
understood to be used by the Fund upon the conditions
hereinafter set forth; provided that the Fund may use such
name only so long as the Sub-Adviser shall be retained as the
8
investment sub-adviser of the Financial Services Series
pursuant to the terms of this Agreement.
(c) Adviser acknowledges that the Fund and its
agents may use the "Dreman" name in the name of the Financial
Services Series for the period set forth herein in a manner
not inconsistent with the interests of the Sub-Adviser and
that the rights of the Fund and its agents in the "Dreman"
name are limited to their use as a component of the Financial
Services Series name and in connection with accurately
describing the activities of the Financial Services Series,
including use with marketing and other promotional and
informational material relating to the Financial Services
Series. In the event that the Sub-Adviser shall cease to be
the investment sub-adviser of the Financial Services Series,
then the Fund at its own or the Adviser's expense, upon the
Sub-Adviser's written request: (i) shall cease to use the
Sub-Adviser's name as part of the name of the Financial
Services Series or for any other commercial purpose (other
than the right to refer to the Financial Services Series'
former name in the Fund's Registration Statement, proxy
materials and other Fund documents to the extent required by
law and, for a reasonable period the use of the name in
informing others of the name change); and (ii) shall use its
best efforts to cause the Fund's officers and directors to
take any and all actions which may be necessary or desirable
to effect the foregoing and to reconvey to the Sub-Adviser
all rights which the Fund may have to such name. Adviser
agrees to take any and all reasonable actions as may be
necessary or desirable to effect the foregoing and Sub-
Adviser agrees to allow the Fund and its agents a reasonable
time to effectuate the foregoing.
(d) The Sub-Adviser hereby agrees and consents to
the use of the Sub-Adviser's name upon the foregoing terms
and conditions.
8. Standard of Care. Except as may otherwise be
required by law, and except as may be set forth in paragraph
9, the Sub-Adviser shall not be liable for any error of
judgment or of law or for any loss suffered by the Fund, the
Financial Services Series or the Adviser in connection with
the matters to which this Agreement relates, except loss
resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance
of its obligations and duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
9. Indemnifications.
(a) The Sub-Adviser agrees to indemnify and hold
harmless Adviser and the Fund against any losses, expenses,
9
claims, damages or liabilities (or actions or proceedings in
respect thereof), to which Adviser or the Fund may become
subject arising out of or based on the breach or alleged
breach by the Sub-Adviser of any provisions of this Agreement
or any wrongful action or alleged wrongful action by the Sub-
Adviser; provided, however, that the Sub-Adviser shall not be
liable under this paragraph in respect of any loss, expense,
claim, damage or liability to the extent that a court having
jurisdiction shall have determined by a final judgment, or
independent counsel agreed upon by the Sub-Adviser and the
Adviser or the Fund, as the case may be, shall have concluded
in a written opinion, that such loss, expense, claim, damage
or liability resulted primarily from the Adviser's or the
Fund's willful misfeasance, bad faith or gross negligence or
by reason of the reckless disregard by the Adviser or the
Fund of its duties. The foregoing indemnification shall be
in addition to any rights that the Adviser or the Fund may
have at common law or otherwise. The Sub-Adviser's
agreements in this paragraph shall, upon the same terms and
conditions, extend to and inure to the benefit of each person
who may be deemed to control the Adviser or the Fund, be
controlled by the Adviser or the Fund, or be under common
control with the Adviser or the Fund and their affiliates,
trustees, officers, employees and agents. The Sub-Adviser's
agreement in this paragraph shall also extend to any of the
Fund's, Financial Services Series', and Adviser's successors
or the successors of the aforementioned affiliates, trustees,
officers, employees or agents.
(b) The Adviser agrees to indemnify and hold
harmless the Sub-Adviser against any losses, expenses,
claims, damages or liabilities (or actions or proceedings in
respect thereof), to which the Sub-Adviser may become subject
arising out of or based on the breach or alleged breach by
the Adviser of any provisions of this Agreement or the
Management Agreement, or any wrongful action or alleged
wrongful action by the Adviser or its affiliates in the
distribution of the Fund's shares, or any wrongful action or
alleged wrongful action by the Fund other than wrongful
action or alleged wrongful action that was caused by the
breach by Sub-Adviser of the provisions of this Agreement;
provided, however, that the Adviser shall not be liable under
this paragraph in respect of any loss, expense, claim, damage
or liability to the extent that a court having jurisdiction
shall have determined by a final judgment, or independent
counsel agreed upon by the Adviser and the Sub-Adviser shall
have concluded in a written opinion, that such loss, expense,
claim, damage or liability resulted primarily from the
Sub-Adviser's willful misfeasance, bad faith or gross
negligence or by reason of the reckless disregard by the
Sub-Adviser of its duties. The foregoing indemnification
shall be in addition to any rights that the Sub-Adviser may
10
have at common law or otherwise. The Adviser's agreements in
this paragraph shall, upon the same terms and conditions,
extend to and inure to the benefit of each person who may be
deemed to control the Sub-Adviser, be controlled by the
Sub-Adviser or be under common control with the Sub-Adviser
and to each of the Sub-Adviser's and each such person's
respective affiliates, trustees, officers, employees and
agents. The Adviser's agreements in this paragraph shall
also extend to any of the Sub-Adviser's successors or the
successors of the aforementioned affiliates, trustees,
officers, employees or agents.
(c) Promptly after receipt by a party indemnified
under paragraphs 9(a) and 9(b) above of notice of the
commencement of any action, proceeding, or investigation for
which indemnification will be sought, such indemnified party
shall promptly notify the indemnifying party in writing; but
the omission so to notify the indemnifying party shall not
relieve it from any liability which it may otherwise have to
any indemnified party unless such omission results in actual
material prejudice to the indemnifying party. In case any
action or proceeding shall be brought against any indemnified
party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be
entitled to participate in and, individually or jointly with
any other indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of
any action or proceeding, the indemnifying party shall not be
liable to the indemnified party for any legal or other
expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable
costs of investigation. If the indemnifying party does not
elect to assume the defense of any action or proceeding, the
indemnifying party on a monthly basis shall reimburse the
indemnified party for the reasonable legal fees and other
costs of defense thereof. Regardless of whether or not the
indemnifying party shall have assumed the defense of any
action or proceeding, the indemnified party shall not settle
or compromise the action or proceeding without the prior
written consent of the indemnifying party, which shall not be
unreasonably withheld.
10. Survival. If any provision of this Agreement
shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder shall not be thereby
affected.
11. Notices. Any notice under this Agreement shall
be in writing, addressed and delivered or mailed, postage
11
prepaid, to the other party at such address as such other
party may designate for the receipt of such notice.
12. Governing Law. This Agreement shall be
construed in accordance with applicable federal law and the
laws of the State of New York.
13. Miscellaneous.
(a) The captions in this Agreement are included
for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
(b) Terms not defined herein shall have the
meaning set forth in the Fund's prospectus.
(c) This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
12
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have
caused this Agreement to be executed as of the day and year
first above written.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Stephen R. Beckwith
--------------------------------
Title:
-----------------------------
DREMAN VALUE MANAGEMENT, L.L.C.
By: /s/ David N. Dreman
---------------------------------
Title: Chairman
------------------------------
FOR THE PURPOSE OF ACCEPTING ITS
OBLIGATIONS UNDER SECTION 7 HEREIN ONLY
INVESTORS FUND SERIES
By: /s/ Mark S. Casady
---------------------------------
Title: President
------------------------------
LKW|W:\FUNDS\NSAR.EXH\INFS\SA_DFS.498|081098
13
Exhibit 77Q1(e)(7)
Investors Fund Series
Form N-SAR for the period ended 06/30/98
File No. 811-5002
INVESTORS FUND SERIES
(formerly "Kemper Investors Fund")
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
WHEREAS, Article IX, Section 4 of the Agreement and
Declaration of Trust of Kemper Investors Fund dated January 22,
1987, as amended, provides that the Agreement and Declaration of
Trust may be amended at any time by an instrument in writing
signed by a majority of the then Trustees when authorized so to
do by vote of Shareholders holding a majority of the Shares
entitled to vote; and
WHEREAS, the holders of a majority of the Shares
entitled to vote have authorized this Amendment and Restatement
of said Agreement and Declaration of Trust;
NOW, THEREFORE, said Agreement and Declaration of Trust
is amended and restated to read in its entirety as follows:
WITNESSETH
WHEREAS, the Trustees hereunder are desirous of forming a
trust for the purposes of carrying on the business of a
management investment company; and
WHEREAS, in furtherance of such purposes, the Trustees are
acquiring and may hereafter acquire assets and properties, to
hold and manage as trustees of a Massachusetts voluntary
association with transferable shares in accordance with the
provisions hereinafter set forth;
NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities and other assets and properties which
they may from time to time acquire in any manner as Trustees
hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the pro rata benefit of the
holders from time to time of shares in this Trust as hereinafter
set forth.
ARTICLE I
Name and Definitions
Name and Registered Agent
Section 1. This Trust shall be known as Investors Fund
Series and the Trustees shall conduct the business of the Trust
under that name or any other name as they may from time to time
determine. The registered agent for the Trust in Massachusetts
shall be CT Corporation System whose address is 2 Oliver Street,
Boston, Massachusetts or such other person as the Trustees may
from time to time designate.
Definitions
Section 2. Whenever used herein, unless otherwise required
by the context or specifically provided:
(a) The "Trust" refers to the Massachusetts voluntary
association established by this Agreement and Declaration of
Trust, as amended from time to time, pursuant to Massachusetts
General Laws, Chapter 182;
(b) "Trustees" refers to the Trustees of the Trust named
herein or elected in accordance with Article IV and then in
office;
(c) "Shares" mean the equal proportionate transferable
units of interest into which the beneficial interest in the Trust
shall be divided from time to time or, if more than one series or
class of shares is authorized under or pursuant to Article III,
the equal proportionate transferable units of interest into which
each such series or class shall be divided from time to time;
(d) "Shareholder" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of
1940 (and any successor statute) and the Rules and Regulations
thereunder, all as amended from time to time;
(f) The terms "Affiliated Person", "Assignment",
"Commission", "Interested Person", "Principal Underwriter" and
"vote of a majority of the outstanding voting securities" shall
have the meanings given them in the 1940 Act;
(g) "Declaration of Trust" shall mean this Agreement and
Declaration of Trust as amended or restated from time to time;
(h) "By-Laws" shall mean the By-Laws of the Trust as
amended from time to time;
(i) "Net asset value" shall have the meaning set forth in
Section 6 of Article VI hereof;
(j) The terms "series" or "series of Shares" refers to the
one or more separate investment portfolios of the Trust
authorized under or pursuant to Article III into which the assets
2
and liabilities of the Trust may be divided and the Shares of the
Trust representing the beneficial interest of Shareholders in
such respective portfolios; and
(k) The terms "class" or "class of Shares" refers to the
division of Shares representing any series into two or more
classes authorized under or pursuant to Article III.
ARTICLE II
Nature and Purpose
The Trust is a voluntary association (commonly known as a
business trust) of the type referred to in Chapter 182 of the
General Laws of the Commonwealth of Massachusetts. The Trust is
not intended to be, shall not be deemed to be, and shall not be
treated as, a general or a limited partnership, joint venture,
corporation or joint stock company, nor shall the Trustees or
Shareholders or any of them for any purpose be deemed to be, or
be treated in any way whatsoever as though they were, liable or
responsible hereunder as partners or joint venturers. The
purpose of the Trust is to engage in, operate and carry on the
business of an open-end management investment company and to do
any and all acts or things as are necessary, convenient,
appropriate, incidental or customary in connection therewith.
ARTICLE III
Shares
Division of Beneficial Interest
Section 1. The Shares of the Trust shall be issued in one
or more series as the Trustees may, without Shareholder approval,
authorize from time to time. Each series shall be preferred over
all other series in respect of the assets allocated to that
series as hereinafter provided. The beneficial interest in each
series shall at all times be divided into Shares (without par
value) of such series, each of which shall, except as provided in
the following sentence, represent an equal proportionate interest
in such series with each other Share of the same series, none
having priority or preference over another Share of the same
series. The Trustees may, without Shareholder approval, divide
the Shares of any series into two or more classes, Shares of each
such class having such preferences and special or relative rights
or privileges (including conversion rights, if any) as the
Trustees may determine. The number of Shares authorized shall be
unlimited, and the Shares so authorized may be represented in
part by fractional Shares. The Trustees may from time to time
divide or combine the shares of any series or class into a
greater or lesser number without thereby changing the
proportionate beneficial interests in the series or class.
3
Without limiting the authority of the Trustees set forth in this
Section 1 to establish and designate any further series or class,
the Trustees hereby establish and designate twenty series of
Shares to be known as the "Kemper Money Market Portfolio,"
"Kemper Total Return Portfolio," "Kemper High Yield Portfolio,"
"Kemper Growth Portfolio," "Kemper Government Securities
Portfolio," Kemper International Portfolio," "Kemper Small Cap
Growth Portfolio," "Kemper Investment Grade Bond Portfolio,"
"Kemper Contrarian Value Portfolio," "Kemper Small Cap Value
Portfolio," "Kemper Value + Growth Portfolio," "Kemper Horizon
20+ Portfolio," "Kemper Horizon 10+ Portfolio," "Kemper Horizon 5
Portfolio," "Kemper Blue Chip Portfolio," "Kemper Global Income
Portfolio," "Kemper-Dreman High Return Equity Portfolio,"
"Kemper-Dreman Financial Services Portfolio," "Kemper Global Blue
Chip Portfolio," and "Kemper International Growth and Income
Portfolio." The establishment and designation of any series or
class of Shares in addition to the foregoing shall be effective
upon the execution by a majority of the then Trustees of an
instrument setting forth such establishment and designation and
the relative rights and preferences of such series or class. As
provided in Article IX, Section 1 hereof, any series or class of
Shares (whether or not there shall then be Shares outstanding of
said series or class) may be terminated by the Trustees by
written notice to the Shareholders of such series or class or by
the vote of the Shareholders of such series or class entitled to
vote more than fifty percent (50%) of the votes entitled to be
cast on the matter. In the event of any such termination, a
majority of the then Trustees shall execute an instrument setting
forth the termination of such series or class.
Ownership of Shares
Section 2. The ownership and transfer of Shares shall be
recorded on the books of the Trust or its transfer or similar
agent. No certificates certifying the ownership of Shares shall
be issued except as the Trustees may otherwise determine from
time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the transfer
of Shares and similar matters. The record books of the Trust as
kept by the Trust or any transfer or similar agent of the Trust,
as the case may be, shall be conclusive as to who are the
Shareholders of each series or class and as to the number of
Shares of each series or class held from time to time by each
Shareholder.
Investment in the Trust; Assets of a Series
Section 3. The Trustees may issue Shares of the Trust to
such persons and on such terms and, subject to any requirements
of law, for such consideration, which may consist of cash or
tangible or intangible property or a combination thereof, as they
may from time to time authorize.
4
All consideration received by the Trust for the issue or
sale of Shares of a particular series, together with all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall, irrevocably belong to
such series of Shares for all purposes, subject only to the
rights of creditors, and shall be so handled upon the books of
account of the Trust and are herein referred to as "assets of"
such series. Any allocation of the assets of a series among any
classes of Shares of such series shall be made in a manner
consistent with the preferences and special or relative rights or
privileges of such classes.
Right to Refuse Orders
Section 4. The Trust by action of its Trustees shall have
the right to refuse to accept any subscription for its Shares at
any time without any cause or reason therefore whatsoever.
Without limiting the foregoing, the Trust shall have the right
not to accept subscriptions under circumstances or in amounts as
the Trustees in their sole discretion consider to be
disadvantageous to existing Shareholders and the Trust may from
time to time set minimum and/or maximum amounts which may be
invested in Shares by a subscriber.
Order in Proper Form
Section 5. The criteria for determining what constitutes an
order in proper form and the time of receipt of such an order by
the Trust shall be prescribed by resolution of the Trustees.
When Shares Become Outstanding
Section 6. Shares subscribed for and for which an order in
proper form has been received shall be deemed to be outstanding
as of the time of acceptance of the order therefor and the
determination of the net price thereof, which price shall be then
deemed to be an asset of the Trust.
Merger or Consolidation
Section 7. In connection with the acquisition of all or
substantially all the assets or stock of another investment
company, investment trust, or of a company classified as a
personal holding company under Federal Income Tax laws, the
Trustees may issue or cause to be issued Shares of a series or
class and accept in payment therefor, in lieu of cash, such
assets at their market value, or such stock at the market value
of the assets held by such investment company or investment
trust, either with or without adjustment for contingent costs or
liabilities.
5
No Preemptive Rights, Etc.
Section 8. Shareholders shall have no preemptive or other
right to receive, purchase or subscribe for any additional Shares
or other securities issued by the Trust. The Shareholders shall
have no appraisal rights with respect to their Shares and, except
as otherwise determined by the Trustees in their sole discretion,
shall have no exchange or conversion rights with respect to their
Shares.
Status of Shares and Limitation of Personal Liability
Section 9. Shares shall be deemed to be personal property
giving only the rights provided in this instrument. Every
Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms of the
Declaration of Trust and to have become a party thereto. The
death of a Shareholder during the continuance of the Trust shall
not operate to terminate the same nor entitle the representative
of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees,
but only to the rights of said decedent under this Trust.
Ownership of Shares shall not entitle the Shareholder to any
title in or to the whole or any part of the Trust property or
right to call for a partition or division of the same or for an
accounting, nor shall the ownership of Shares constitute the
Shareholders partners. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust shall have any power
to bind personally any Shareholder, nor except as specifically
provided herein to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay.
Shareholder Inspection Rights
Section 10. Any Shareholder or his agent may inspect and
copy during normal business hours any of the following documents
of the Trust: By-Laws, minutes of the proceedings of the
Shareholders and annual financial statements of the Trust,
including a balance sheet and financial statements of operations.
The foregoing rights of inspection of Shareholders of the Trust
are the exclusive and sole rights of the Shareholders with
respect thereto and no Shareholder of the Trust shall have, as a
Shareholder, the right to inspect or copy any of the books,
records or other documents of the Trust except as specifically
provided in this Section 10 of this Article III or except as
otherwise determined by the Trustees.
6
ARTICLE IV
The Trustees
Number, Designation, Election, Term, Etc.
Section 1.
(a) Initial Trustee. Robert J. Engling, the initial
Trustee, appointed other Trustees pursuant to subsection (c) of
this Section 1 and then resigned.
(b) Number. The Trustees serving as such, whether named
above or hereafter becoming Trustees, may increase or decrease
the number of Trustees to a number other than the number
theretofore determined which number shall not be less than three
nor more than fifteen except during the period prior to any sale
of Shares pursuant to any public offering. No decrease in the
number of Trustees shall have the effect of removing any Trustee
from office prior to the expiration of his term, but the number
of Trustees may be decreased in conjunction with the removal of a
Trustee pursuant to subsection (e) of this Section 1.
(c) Term and Election. Each Trustee, whether named above
or hereafter becoming a Trustee, shall serve as a Trustee until
the next meeting of Shareholders, if any, called for the purpose
of considering the election or re-election of such Trustee or of
a successor to such Trustee, and until the election and
qualification of his successor, if any, elected at such meeting,
or until such Trustee sooner dies, resigns, retires or is
removed. Upon the election and qualification of a new Trustee,
the Trust estate shall vest in the new Trustee (together with the
continuing or other new Trustees) without any further act or
conveyance. Prior to any sale of Shares pursuant to any public
offering, the initial Trustee named above (and any individual
appointed by such initial Trustee to act as sole Trustee) shall
have the right to appoint other persons as Trustees each to serve
as Trustees as aforesaid until the first meeting of Shareholders
called for the purpose of the election or re-election of such
Trustee or of a successor to such Trustee.
(d) Resignation and Retirement. Any Trustee may resign his
trust or retire as a Trustee, by written instrument signed by him
and delivered to the other Trustees or to the Chairman of the
Board, if any, the President or the Secretary of the Trust, and
such resignation or retirement shall take effect upon such
delivery or upon such later date as is specified in such
instrument.
(e) Removal. Any Trustee may be removed for cause at any
time by written instrument, signed by at least a majority of the
number of Trustees prior to such removal, specifying the date
7
upon which such removal shall become effective. Any Trustee may
be removed with or without cause (i) by the vote of the
Shareholders entitled to vote more than fifty percent (50%) of
the votes entitled to be cast on the matter voting together
without regard to series or class at any meeting called for such
purpose, or (ii) by a written consent filed with the custodian of
the Trust's portfolio securities and executed by the Shareholders
entitled to vote more than fifty percent (50%) of the votes
entitled to be cast on the matter voting together without regard
to series or class.
Whenever ten or more Shareholders of record who have been
such for at least six months preceding the date of application,
and who hold in the aggregate Shares constituting at least one
percent of the outstanding Shares of the Trust, shall apply to
the Trustees in writing, stating that they wish to communicate
with other Shareholders with a view to obtaining signatures to a
request for a meeting to consider removal of a Trustee and
accompanied by a form of communication and request that they wish
to transmit, the Trustees shall within five business days after
receipt of such application inform such applicants as to the
approximate cost of mailing to the Shareholders of record the
proposed communication and form of request. Upon the written
request of such applicants, accompanied by a tender of the
material to be mailed and of the reasonable expenses of mailing,
the Trustees shall, within reasonable promptness, mail such
material to all Shareholders of record at their addresses as
recorded on the books of the Trust. Notwithstanding the
foregoing, the Trustees may refuse to mail such material on the
basis and in accordance with the procedures set forth in the last
two paragraphs of Section 16(c) of the 1940 Act.
(f) Vacancies. Any vacancy or anticipated vacancy
resulting from any reason, including without limitation the
death, resignation, retirement, removal or incapacity of any of
the Trustees, or resulting from an increase in the number of
Trustees by the other Trustees may (but so long as there are at
least three remaining Trustees at all times subsequent to any
sale of Shares pursuant to any public offering, need not unless
required by the 1940 Act) be filled either by a majority of the
remaining Trustees, even if less than a quorum, through the
appointment in writing of such other person as such remaining
Trustees in their discretion shall determine or, whenever deemed
appropriate by the remaining Trustees, by the election by the
Shareholders, at a meeting called for such purpose, of a person
to fill such vacancy. Upon the appointment or election and
qualification of a new Trustee as aforesaid, the Trust estate
shall vest in the new Trustee, together with the continuing
Trustees, without any further act or conveyance, except that any
such appointment or election in anticipation of a vacancy to
occur by reason of retirement, resignation, or increase in number
of Trustees to be effective at a later date shall become
8
effective only at or after the effective date of said retirement,
resignation, or increase in number of Trustees.
(g) Mandatory Election by Shareholders. Notwithstanding
the foregoing provisions of this Section 1, the Trustees shall
call a meeting of the Shareholders for the election of one or
more Trustees at such time or times as may be required in order
that the provisions of the 1940 Act may be complied with, and the
authority hereinabove provided for the Trustees to appoint any
successor Trustee or Trustees shall be restricted if such
appointment would result in failure of the Trust to comply with
any provision of the 1940 Act.
(h) Effect of Death, Resignation, Etc. The death,
resignation, retirement, removal or incapacity of the Trustees,
or any one of them, shall not operate to annul or terminate the
Trust or to revoke or terminate any existing agency or contract
created or entered into pursuant to the terms of this Declaration
of Trust.
(i) No Accounting. Except under circumstances which would
justify his removal for cause, no person ceasing to be a Trustee
as a result of his death, resignation, retirement, removal or
incapacity (nor the estate of any such person) shall be required
to make an accounting to the Shareholders or remaining Trustees
upon such cessation.
Powers
Section 2. The Trustees, subject only to the specific
limitations contained in this Declaration of Trust or otherwise
imposed by the 1940 Act or other applicable law, shall have,
without further or other authorization and free from any power or
control of the Shareholders, full, absolute and exclusive power,
control and authority over the Trust assets and the business and
affairs of the Trust to the same extent as if the Trustees were
the sole and absolute owners thereof in their own right and to do
all such acts and things as in their sole judgment and discretion
are necessary and incidental to, or desirable for the carrying
out of any of the purposes of the Trust or conducting the
business of the Trust. Any determination made in good faith by
the Trustees of the purposes of the Trust or the existence of any
power or authority hereunder shall be conclusive. In construing
the provisions of this Declaration of Trust, there shall be a
presumption in favor of the grant of power and authority to the
Trustees. Without limiting the foregoing, the Trustees may adopt
By-Laws not inconsistent with this Declaration of Trust
containing provisions relating to the business of the Trust, the
conduct of its affairs, its rights or powers and the rights or
powers of its Shareholders, Trustees, officers, employees and
other agents and may amend and repeal them to the extent that
such By-Laws do not reserve that right to the Shareholders; fill
9
vacancies in their number, including vacancies resulting from
increases in their number, unless a vote of the Trust's
Shareholders is required to fill such vacancies pursuant to the
1940 Act; elect and remove such officers and appoint and
terminate such agents as they consider appropriate; appoint from
their own number, and terminate, any one or more committees
consisting of two or more Trustees, including an executive
committee which may, when the Trustees are not in session,
exercise some or all of the powers and authority of the Trustees
as the Trustees may determine; appoint an advisory board, the
members of which shall not be Trustees and need not be
Shareholders; employ one or more investment advisers or managers
as provided in Section 6 of this Article IV; employ one or more
custodians of the assets of the Trust and authorize such
custodians to employ subcustodians and to deposit all or any part
of such assets in a system or systems for the central handling of
securities; retain a transfer agent or a Shareholder services
agent, or both; provide for the distribution of Shares by the
Trust, through one or more principal underwriters or otherwise;
set record dates for the determination of Shareholders with
respect to various matters; and in general delegate such
authority as they consider desirable to any officer of the Trust,
to any committee of the Trustees and to any agent or employee of
the Trust or to any such custodian or underwriter.
In furtherance of and not in limitation of the foregoing,
the Trustees shall have power and authority:
(a) To invest and reinvest in, to buy or otherwise acquire,
to hold, for investment or otherwise, to sell or otherwise
dispose of, to lend or to pledge, to trade in or deal in
securities or interests of all kinds, however evidenced, or
obligations of all kinds, however evidenced, or rights, warrants,
or contracts to acquire such securities, interests, or
obligations, of any private or public company, corporation,
association, general or limited partnership, trust or other
enterprise or organization, foreign or domestic, or issued or
guaranteed by any national or state government, foreign or
domestic, or their agencies, instrumentalities or subdivisions
(including but not limited to, bonds, debentures, bills, time
notes and all other evidences of indebtedness); negotiable or
non-negotiable instruments; any and all futures contracts;
government securities and money market instruments (including but
not limited to, bank certificates of deposit, finance paper,
commercial paper, bankers acceptances, and all kinds of
repurchase agreements);
(b) To invest and reinvest in, to buy or otherwise acquire,
to hold, for investment or otherwise, to sell or otherwise
dispose of foreign currencies, and funds and exchanges, and make
deposits in banks, savings banks, trust companies, and savings
and loan associations, foreign or domestic;
10
(c) To acquire (by purchase, lease or otherwise) and to
hold, use, maintain, develop, and dispose of (by sale or
otherwise) any property, real or personal, and any interest
therein;
(d) To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of the Trust;
(e) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver proxies or powers of attorney to such
person or persons as the Trustees shall deem proper, granting to
such person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(f) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities;
(g) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or other
negotiable form, or in the name of the Trustees or of the Trust
or in the name of a custodian, subcustodian or other depositary
or a nominee or nominees or otherwise;
(h) Subject to the provisions of Article III, to allocate
assets, liabilities, income and expenses of the Trust to a
particular series of Shares or to apportion the same among two or
more series, provided that any liabilities or expenses incurred
by a particular series shall be payable solely out of the assets
of that series; and to the extent necessary or appropriate to
give effect to the preferences and special or relative rights or
privileges of any classes of Shares, to allocate assets,
liabilities, income and expenses of a series to a particular
class of Shares of that series or to apportion the same among two
or more classes of Shares of that series;
(i) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer, any security or property of which is or was held in the
Trust; to consent to any contract, lease, mortgage, purchase or
sale of property by such corporation or issuer, and to pay calls
or subscriptions with respect to any security held in the Trust;
(j) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security
to, any such committee, depositary or trustee, and to delegate to
them such power and authority with relation to any security
(whether or not so deposited or transferred) as the Trustees
shall deem proper, and to agree to pay, and to pay, such portion
11
of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(k) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy,
including but not limited to claims for taxes;
(l) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(m) To borrow funds;
(n) To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of guaranty or
suretyship, or otherwise assume liability for payment thereof;
and to mortgage and pledge the Trust property or any part thereof
to secure any of or all such obligations;
(o) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or appropriate for the
conduct of the business, including, without limitation, insurance
policies insuring the assets of the Trust and payment of
distributions and principal on its portfolio investments, and
insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers or managers, principal
underwriters, or independent contractors of the Trust
individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such
office or position, or by reason of any action alleged to have
been taken or omitted by any such person as Shareholder, Trustee,
officer, employee, agent, investment adviser or manager,
principal underwriter, or independent contractor, including any
action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to
indemnify such person against such liability; and
(p) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry
out pension, profit-sharing, share bonus, share purchase,
savings, thrift and other retirement, incentive and benefit
plans, trusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust.
The Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by
trustees of common law trusts. Except as otherwise provided
herein or from time to time in the By-Laws, any action to be
taken by the Trustees may be taken by a majority of the Trustees
present at a meeting of Trustees (if a quorum by present), within
or without Massachusetts, including any meeting held by means of
12
a conference telephone or other communications equipment by means
of which all persons participating in the meeting can communicate
with each other simultaneously and participation by such means
shall constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office.
Payment of Expenses, Allocation of Liabilities
Section 3. The Trustees are authorized to pay or to
cause to be paid out of the principal or income of the Trust, or
partly out of principal and partly out of income, as they deem
fair, all expenses, fees, charges, taxes and liabilities incurred
or arising in connection with the Trust, or in connection with
the management thereof, including, but not limited to, the
Trustees' compensation and such expenses and charges for the
services of the Trust's officers, employees, investment adviser
or manager, principal underwriter, auditor, counsel, custodian,
transfer agent, shareholder servicing agent, and such other
agents or independent contractors and such other expenses and
charges as the Trustees may deem necessary or proper to incur.
The assets of a particular series of Shares shall be charged
with the liabilities (including, in the discretion of the
Trustees or their delegate, accrued expenses and reserves)
incurred in respect of such series (but not with liabilities
incurred in respect of any other series) and such series shall
also be charged with its share of any other liabilities. Any
allocation of the liabilities of a series among classes of Shares
of that series shall be done in a manner consistent with the
preferences and special or relative rights or privileges of such
classes. The determination of the Trustees shall be final and
conclusive as to the amount of liabilities to be charged to one
or more particular series or class. The Trustees may delegate
from time to time the power to make such allocation to one or
more Trustees or to an agent of the Trust appointed for such
purpose. The liabilities with which a series is so charged are
herein referred to as the "liabilities of" such series.
Section 4. The Trustees shall have the power, as
frequently as they may determine, to cause each Shareholder to
pay directly, in advance or arrears, for charges for the Trust's
custodian or transfer or shareholder service or similar agent, an
amount fixed from time to time by the Trustees, by setting off
such charges due from such Shareholder from declared but unpaid
dividends owed such Shareholder and/or by reducing the number of
Shares in the account of such Shareholder by that number of full
and/or fractional Shares which represents the outstanding amount
of such charges due from such Shareholder.
Ownership of Assets of the Trust
13
Section 5. Title to all of the assets of each series of
the Trust and of the Trust shall at all times be considered as
vested in the Trustees.
Advisory, Management and Distribution
Section 6. Subject to a favorable vote of a majority of
the outstanding voting securities of a series of the Trust, the
Trustees may on behalf of such series, at any time and from time
to time, contract for exclusive or nonexclusive advisory and/or
management services for such series with a corporation, trust,
association or other organization, every such contract to comply
with such requirements and restrictions as may be set forth in
the By-Laws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and
restrictions as the Trustees may determine, including, without
limitation, authority to determine from time to time what
investments shall be purchased, held, sold or exchanged and what
portion, if any, of the assets of such series shall be held
uninvested and to make changes in such series' investments. The
Trustees may also, at any time and from time to time, contract
with a corporation, trust, association or other organization,
appointing it exclusive or nonexclusive distributor or principal
underwriter for the Shares, every such contract to comply with
such requirements and restrictions as may be set forth in the By-
Laws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and
restrictions as the Trustees may determine.
The fact that:
(a) any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner, trustee,
employee, manager, advisor, principal underwriter, or distributor
or agent of or for any corporation, trust, association, or other
organization, or of or for any parent or affiliate of any
organization, with which an advisory or management or principal
underwriter's or distributor's contract, or transfer, shareholder
services or other agency contract may have been or may hereafter
be made, or that any such organization, or any parent or
affiliate thereof, is a Shareholder or has an interest in the
Trust, or that
(b) any corporation, trust, association or other
organization with which an advisory or management or principal
underwriter's or distributor's contract, or transfer, shareholder
services or other agency contract may have been or may hereafter
be made also has an advisory or management contract, or principal
underwriter's or distributor's contract, or transfer, shareholder
services or other agency contract with one or more other corpora-
tions, trusts, associations, or other organizations, or has other
businesses or interests shall not affect the validity of any such
14
contract or disqualify any Shareholder, Trustee or officer of the
Trust from voting upon or executing the same or create any
liability or accountability to the Trust or its Shareholders.
ARTICLE V
Shareholders' Voting Powers and Meetings
Voting Powers
Section 1. Subject to the voting provisions of one or
more classes of Shares, the Shareholders shall have power to vote
only: (a) for the election or removal of Trustees as provided in
Article IV, Section 1; (b) with respect to any investment adviser
or manager as provided in Article IV, Section 6; (c) with respect
to any termination or reorganization of the Trust or any series
or class thereof to the extent and as provided in Article IX,
Section 1; (d) with respect to any amendment of this Declaration
of Trust to the extent and as provided in Article IX, Section 4;
and (e) with respect to such additional matters relating to the
Trust as may be required by law, the 1940 Act, this Declaration
of Trust, the By-Laws or any registration of the Trust with the
Securities and Exchange Commission (or any successor agency) or
any state, or as the Trustees may consider necessary or desir-
able.
Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote. Notwith-
standing any other provision of the Declaration of Trust, on any
matter submitted to a vote of Shareholders all Shares of the
Trust then entitled to vote shall, except to the extent otherwise
required or permitted by the preferences and special or relative
rights or privileges of any classes of Shares, be voted by
individual series and not in the aggregate or by class, except
(a) when required by the 1940 Act, Shares shall be voted in the
aggregate and not by individual series; and (b) when the Trustees
have determined that the matter affects only the interests of one
or more series or classes, then only Shareholders of such series
or class shall be entitled to vote thereon. There shall be no
cumulative voting in the election of Trustees. Shares may be
voted in person or by proxy.
A proxy with respect to Shares held in the name of two or
more persons shall be valid if executed by any one of them unless
at or prior to the exercise of the proxy the Trust receives a
specific written notice to the contrary from any one of them. A
proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the
challenger.
15
Until Shares of any series or class are issued, the Trustees
may exercise all rights of Shareholders and may take any action
required by law, this Declaration of Trust or the By-Laws to be
taken by Shareholders of such series or class.
Shareholder Meetings
Section 2. Meetings of Shareholders (including meetings
involving only one or more but less than all series or classes)
may be called and held from time to time for the purpose of
taking action upon any matter requiring the vote or authority of
the Shareholders as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Such
meetings shall be held at the principal office of the Trust as
set forth in the By-Laws of the Trust or at any such other place
within the United States as may be designated in the call there-
of, which call shall be made by the Trustees or the President of
the Trust. Meetings of Shareholders may be called by the Trust-
ees or such other person or persons as may be specified in the
By-Laws upon written application by Shareholders holding at least
twenty-five percent (25%) (or ten percent (10%) if the purpose of
the meeting is to determine if a Trustee is to be removed from
office) of the Shares then outstanding of all series and classes
entitled to vote at such meeting requesting a meeting be called
for a purpose requiring action by the Shareholders as provided
herein or in the By-Laws which purpose shall be specified in any
such written application.
Shareholders shall be entitled to at least seven days'
written notice of any meeting of the Shareholders.
Quorum and Required Vote
Section 3. The presence at a meeting of Shareholders in
person or by proxy of Shareholders entitled to vote at least
thirty percent (30%) of all votes entitled to be cast at the
meeting of each series or class entitled to vote as a series or
class shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or
of this Declaration of Trust permits or requires that the holders
of Shares shall vote in the aggregate and not as a series or
class, then the presence in person or by proxy of Shareholders
entitled to vote at least thirty percent (30%) of all votes
entitled to be cast at the meeting (without regard to series or
class) shall constitute a quorum. Any lesser number, however,
shall be sufficient for adjournments. Any adjourned session or
sessions may be held within a reasonable time after the date set
for the original meeting without the necessity of further notice.
Except when a larger vote is required by any provisions of
the 1940 Act, this Declaration of Trust or the By-Laws, a
majority of the Shares of each series or class voted on the
16
matter shall decide that matter insofar as that series or class
is concerned, provided that where any provision of law, this
Declaration of Trust or the By-Laws permits or requires that the
holders of Shares vote in the aggregate and not as a series or
class, then a majority of the Shares voted on any matter (without
regard to series or class) shall decide such matter and a
plurality shall elect a Trustee.
Action by Written Consent
Section 4. Any action taken by Shareholders may be taken
without a meeting if Shareholders entitled to vote more than
fifty percent (50%) of the votes entitled to be cast on the
matter of each series or class or, where any provision of law,
this Declaration of Trust or the By-Laws permits or requires that
the holders of Shares vote in the aggregate and not as a series
or class, if Shareholders entitled to vote more than fifty
percent (50%) of the votes entitled to be cast thereon (without
regard to series or class) (or in either case such larger vote as
shall be required by any provision of this Declaration of Trust
or the By-Laws) consent to the action in writing and such written
consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
Additional Provisions
Section 5. The By-Laws may include further provisions
for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.
ARTICLE VI
Distributions, Redemptions and Repurchases,
and Determination of Net Asset Value
Distributions
Section 1. The Trustees may in their sole discretion
from time to time distribute to the Shareholders of any series
such income and gains, accrued or realized, as the Trustees may
determine, after providing for actual and accrued expenses and
liabilities of such series (including such reserves as the
Trustees may establish) determined in accordance with this
Declaration of Trust and good accounting practices. The Trustees
shall have full discretion to determine which items shall be
treated as income and which items as capital and their
determination shall be binding upon the Shareholders.
Distributions to any series, if any be made, shall be in Shares
of such series, in cash or otherwise and on a date or dates
determined by the Trustees. At any time and from time to time in
their discretion, the Trustees may distribute to the Shareholders
17
of any series as of a record date or dates determined by the
Trustees, in Shares of such series, in cash or otherwise, all or
part of any gains realized on the sale or disposition of property
of the series or otherwise, or all or part of any other principal
of the Trust attributable to the series. Except to the extent
otherwise required or permitted by the preferences and special or
relative rights or privileges of any classes of Shares of that
series, each distribution pursuant to this Section 1 shall be
made ratably according to the number of Shares of the series held
by the several Shareholders on the applicable record date
thereof, provided that distributions from assets of a series may
only be made to the holders of the Shares of such series and
provided that no distributions need be made on Shares purchased
pursuant to orders received, or for which payment is made, after
such time or times as the Trustees may determine. Any
distribution to the Shareholders of a particular class of Shares
shall be made to such Shareholders pro rata in proportion to the
number of Shares of such class held by each of them. Any
distribution paid in Shares will be paid at the net asset value
thereof as determined in accordance with this Declaration of
Trust. The Trustees have the power, in their discretion, to
distribute for any year amounts sufficient to enable the Trust to
qualify as a "regulated investment company" under the Internal
Revenue Code as amended (or any successor thereto) to avoid any
liability for federal income tax in respect of that year.
Redemptions and Repurchases
Section 2. Any holder of Shares of the Trust may, by
presentation of a request in proper form, together with his
certificates, if any, for such Shares, in proper form for
transfer to the Trust or duly authorized agent of the Trust,
request redemption of his shares for the net asset value thereof
determined and computed in accordance with the provisions of this
Section 2 and the provisions of Section 6 of this Article VI.
Upon receipt by the Trust or its duly authorized agent, as
the case may be, of such a request for redemption of Shares in
proper form, such Shares shall be redeemed at the net asset value
per share of the particular series or class next determined after
such request is received or determined as of such other time
fixed by the Trustees as may be permitted or required by the 1940
Act. The criteria for determining what constitutes a request for
redemption in proper form and the time of receipt of such request
shall be fixed by the Trustees.
The obligation of the Trust to redeem its Shares as set
forth above in this Section 2 shall be subject to the condition
that such obligation may be suspended by the Trust by or under
authority of the Trustees during any period or periods when and
to the extent permissible under the 1940 Act. If there is such a
suspension, any Shareholder may withdraw any request for
18
redemption which has been received by the Trust during any such
period and the applicable net asset value with respect to which
would but for such suspension be calculated as of a time during
such period. Upon such withdrawal, the Trust shall return to the
Shareholder the certificates therefor, if any.
The Trust may also purchase, repurchase or redeem Shares in
accordance with such other methods, upon such other terms and
subject to such other conditions as the Trustee may from time to
time authorize at a price not exceeding the net asset value of
such Shares in effect when the purchase or repurchase or any
contract to purchase or repurchase is made. Shares redeemed or
repurchased by the Trust hereunder shall be canceled upon such
redemption or repurchase without further action by the Trust or
the Trustees and the number of issued and outstanding Shares of
the relevant series and class shall thereupon be reduced by such
amount.
Payment for Shares Redeemed
Section 3. Payment of the redemption price for Shares
redeemed pursuant to this Article VI shall be made by the Trust
or its duly authorized agent after receipt by the Trust or its
duly authorized agent of a request for redemption in proper form
(together with any certificates for such Shares as provided in
Section 2 above) in accordance with procedures and subject to
conditions prescribed by the Trustees; provided, however, that
payment may be postponed during the period in which the
redemption of Shares is suspended under Section 2 above. Subject
to any generally applicable limitation imposed by the Trustees,
any payment on redemption, purchase or repurchase by the Trust of
Shares may, if authorized by the Trustees, be made wholly or
partly in kind, instead of in cash. Such payment in kind shall
be made by distributing securities or other property,
constituting, in the opinion of the Trustees, a fair
representation of the various types of securities and other
property then held by the series of Shares being redeemed,
purchased or repurchased (but not necessarily involving a portion
of each of the series' holdings) and taken at their value used in
determining the net asset value of the Shares in respect of which
payment is made.
Redemptions at the Option of the Trust
Section 4. The Trust shall have the right at its option
and at any time and from time to time to redeem Shares of any
Shareholder at the net asset value thereof as determined in
accordance with Section 6 of this Article VI, if at such time
such Shareholder owns fewer shares of a series or class than, or
Shares of a series or class having an aggregate net asset value
of less than, an amount determined from time to time by the
Trustees. Any such redemption at the option of the Trust shall
19
be made in accordance with such other criteria and procedures for
determining the Shares to be redeemed, the redemption date and
the means of effecting such redemption as the Trustees may from
time to time authorize.
Additional Provisions Relating to Dividends, Redemptions and
Repurchases
Section 5. The completion of redemption, purchase or
repurchase of Shares shall constitute a full discharge of the
Trust and the Trustees with respect to such Shares. No dividend
or distribution (including, without limitation, any distribution
paid upon termination of the Trust or of any series or class)
with respect to, nor any redemption or repurchase of, the Shares
of any series or class shall be effected by the Trust other than
from the assets of such series.
Determination of Net Asset Value
Section 6. The term "net asset value" of each Share of a
series or class as of any particular time shall be the quotient
obtained by dividing the value, as at such time, of the net
assets of such series or class (i.e., the value of the assets of
such series or class less the liabilities of such series or
class, exclusive of liabilities represented by the Shares of such
series or class) by the total number of Shares of such series or
class outstanding at such time, all determined and computed in
accordance with the Trust's current prospectus.
The Trustees, or any officer, or officers or agent of the
Trust designated for the purpose by the Trustees shall determine
the net asset value of the Shares of each series or class, and
the Trustees shall fix the time or times as of which the net
asset value of the Shares of each series or class shall be
determined and shall fix the periods during which any such net
asset value shall be effective as to sales, redemptions and
repurchases of, and other transactions in, the Shares of such
series or class, except as such times and periods for any such
transaction may be fixed by other provisions of this Declaration
of Trust or by the By-Laws.
Determinations in accordance with this Section 6 made in
good faith shall be binding on all parties concerned.
How Long Shares are Outstanding
Section 7. Shares of the Trust surrendered to the Trust
for redemption by it pursuant to the provisions of Section 2 of
this Article VI shall be deemed to be outstanding until the
redemption price thereof is determined pursuant to this Article
VI and, thereupon and until paid, the redemption price thereof
shall be deemed to be a liability of the Trust. Shares of the
20
Trust purchased by the Trust in the open market shall be deemed
to be outstanding until confirmation of purchase thereof by the
Trust and, thereupon and until paid, the purchase price thereof
shall be deemed to be a liability of the Trust. Shares of the
Trust redeemed by the Trust pursuant to Section 4 of this Article
VI shall be deemed to be outstanding until said Shares are deemed
to be redeemed in accordance with procedures adopted by the
Trustees pursuant to said Section 4.
ARTICLE VII
Compensation and Limitation of Liability
of Trustees and Shareholders
Section 1. The Trustees as such shall be entitled to
reasonable compensation from the Trust if the rate thereof is
prescribed by such Trustees. Nothing herein shall in any way
prevent the employment of any Trustee for advisory, management,
legal, accounting, investment banking or other services and
payment for the same by the Trust, it being recognized that such
employment may result in such Trustee being considered an
Affiliated Person or an Interested Person.
Limitation of Liability
Section 2. The Trustees shall not be responsible or
liable in any event for any neglect or wrongdoing of any officer,
agent, employee, investment adviser or manager, principal
underwriter or custodian, nor shall any Trustee be responsible
for the act or omission of any other Trustee. Nothing in this
Declaration of Trust shall protect any Trustee against any
liability to which such Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the
office of Trustee.
Every note, bond, contract, instrument, certificate, Share
or undertaking and every other act or thing whatsoever executed
or done by or on behalf of the Trust or the Trustees or any of
them in connection with the Trust shall be conclusively deemed to
have been executed or done only in or with respect to their or
his capacity as Trustees or Trustee and neither such Trustees or
Trustee nor the Shareholders shall be personally liable thereon.
Every note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or by any officers or
officer shall give notice that this Declaration of Trust is on
file with the Secretary of State of The Commonwealth of
Massachusetts and shall recite that the same was executed or made
by or on behalf of the Trust by them as Trustees or Trustee or as
officers or officer and not individually and that the obligations
of such instrument are not binding upon any of them or the
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Shareholders individually but are binding only upon the assets
and property of the Trust or a particular series of Shares, and
may contain such further recital as he or they may deem
appropriate, but the omission thereof shall not operate to bind
any Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually.
All persons extending credit to, contracting with or having
any claim against the Trust or a particular series of Shares
shall look only to the assets of the Trust or the assets of that
particular series of Shares, as the case may be, for payment
under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, shall be
personally liable therefor.
Trustees' Good Faith Action, Expert Advice, No Bond or Surety
Section 3. The exercise by the Trustees of their powers
and discretions hereunder shall be binding upon everyone
interested. A Trustee shall be liable only for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of the office of Trustee, and
for nothing else, and shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and
operation of this Declaration of Trust and their duties as
Trustees hereunder, and shall be under no liability for any act
or omission in accordance with such advice or for failing to
follow such advice. In discharging their duties, the Trustees,
when acting in good faith, shall be entitled to rely upon the
books of account of the Trust and upon written reports made to
the Trustees by any officer appointed by them, any independent
public accountant and (with respect to the subject matter of the
contract involved) any officer, partner or responsible employee
of any other party to any contract entered into pursuant to
Section 2 of Article IV. The Trustees shall not be required to
give any bond as such, nor any surety if a bond is required.
Liability of Third Persons Dealing with Trustees
Section 4. No person dealing with the Trustees shall be
bound to make any inquiry concerning the validity of any
transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the
Trust or upon its order.
ARTICLE VIII
Indemnification
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Subject to the exceptions and limitations contained in this
Article, every person who is, or has been, a Trustee or officer
of the Trust (including persons who serve at the request of the
Trust as directors, officers or trustees of another organization
in which the Trust has an interest as a shareholder, creditor or
otherwise) hereinafter referred to as a "Covered Person", shall
be indemnified by the Trust to the fullest extent permitted by
law against liability and against all expenses reasonably
incurred or paid by him in connection with any claim, action,
suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been such a Trustee,
director or officer and against amounts paid or incurred by him
in settlement thereof.
No indemnification shall be provided hereunder to a Covered
Person:
(a) against any liability to the Trust or its Shareholders
by reason of a final adjudication by the court or other body
before which the proceeding was brought that he engaged in
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have
been finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
Trust; or
(c) in the event of a settlement or other disposition not
involving a final adjudication (as provided in paragraph (a) or
(b)) and resulting in a payment by a Covered Person, unless there
has been either a determination that such Covered Person did not
engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office by the court or other body approving the settlement or
other disposition or a reasonable determination, based on a
review of readily available facts (as opposed to a full trial-
type inquiry) that he did not engage in such conduct:
(1) by a vote of a majority of the Disinterested
Trustees acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable,
shall not affect any other rights to which any Covered Person may
now or hereafter be entitled, shall continue as to a person who
has ceased to be such a Covered Person and shall inure to the
benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to
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indemnification to which Trust personnel other than Covered
Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any
claim, action, suit or proceeding subject to a claim for
indemnification under this Article shall be advanced by the Trust
prior to final disposition thereof upon receipt of an undertaking
by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification
under this Article, provided that either:
(a) such undertaking is secured by a surety bond or some
other appropriate security or the Trust shall be insured against
losses arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees
then in office act on the matter) or independent legal counsel in
a written opinion shall determine, based upon a review of the
readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.
As used in this Article, a "Disinterested Trustee" is one
(a) who is not an "interested person" of the Trust, as defined in
the 1940 Act (including anyone who has been exempted from being
an "interested person" by any rule, regulation or order of the
Commission), and (b) against whom none of such actions, suits or
other proceedings or another action, suit or other proceeding on
the same or similar grounds is then or has been pending.
As used in this Article, the words "claim", "action", "suit"
or "proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal or other, including appeals), actual
or threatened; and the words "liability" and "expenses" shall
include without limitation, attorneys' fees, cost, judgments,
amounts paid in settlement, fines, penalties and other
liabilities.
In case any Shareholder or former Shareholder shall be held
to be personally liable solely by reason of his or her being or
having been a Shareholder and not because of his or her acts or
omissions or for some other reason, the Shareholder or former
Shareholder (or his or her heirs, executors, administrators or
other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be
entitled to be held harmless from and indemnified against all
loss and expense arising from such liability but only out of the
assets of the particular series of Shares of which he or she is
or was a Shareholder; provided, however, there shall be no
liability or obligation of the Trust arising hereunder to
reimburse any Shareholder for taxes paid by reason of such
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Shareholder's ownership of Shares or for losses suffered by
reason of any changes in value of any Trust assets.
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ARTICLE IX
Miscellaneous
Duration, Termination and Reorganization of Trust
Section 1. Unless terminated as provided herein, the
Trust shall continue without limitation of time. The Trust may
be terminated at any time by the Trustees by written notice to
the Shareholders without a vote of the Shareholders of the Trust
or by the vote of the Shareholders entitled to vote more than
fifty percent (50%) of the votes of each series or class entitled
to be cast on the matter. Any series or class of Shares may be
terminated at any time by the Trustees by written notice to the
Shareholders of such series or class without a vote of the
Shareholders of such series or class or by the vote of the
Shareholders of such series or class entitled to vote more than
fifty percent (50%) of the votes entitled to be cast on the
matter.
Upon termination of the Trust or of any one or more series
or classes of Shares, after paying or otherwise providing for all
charges, taxes, expenses and liabilities, whether due or accrued
or anticipated, of the particular series or class as may be
determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees consider appropriate reduce to
the extent necessary the remaining assets of the particular
series to distributable form in cash or other securities, or any
combination thereof, and distribute the proceeds to the
Shareholders of the series or class involved, ratably according
to the number of Shares of such series or class held by the
several Shareholders of such series or class on the date of
termination. Any such distributions with respect to any series
which has one or more classes of Shares outstanding shall be made
ratably to such classes in the same proportion as the number of
Shares of each class bears to the total number of Shares of the
series, except to the extent otherwise required or permitted by
the preferences and special or relative rights or privileges of
any classes of Shares of any such series.
At any time by the affirmative vote of the Shareholders of
the affected series entitled to vote more than fifty percent
(50%) of the votes entitled to be cast on the matter, the
Trustees may sell, convey and transfer the assets of the Trust,
or the assets belonging to any one or more series, to another
trust, partnership, association or corporation organized under
the laws of any state of the United States, or to the Trust to be
held as assets belonging to another series of the Trust, in
exchange for cash, shares or other securities (including, in the
case of a transfer to another series of the Trust, Shares of such
other series) with such transfer being made subject to or with
the assumption by the transferee of, the liabilities belonging to
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each series the assets of which are so distributed. Following
such transfer, the Trustees shall distribute such cash, shares or
other securities (giving due effect to the assets and liabilities
belonging to and any other differences among the various series
the assets belonging to which have so been transferred) among the
Shareholders of the series the assets belonging to which have
been so transferred; and if all the assets of the Trust have been
so distributed, the Trust shall be terminated.
Filing of Copies, References, Headings
Section 2. The original or a copy of this instrument and
of each amendment hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the
Trust with the Secretary of State of The Commonwealth of
Massachusetts and with the Boston City Clerk, as well as any
other governmental office where such filing may from time to time
be required. Anyone dealing with the Trust may rely on a
certificate by any officer of the Trust as to whether or not any
such amendments have been made and as to any matters in
connection with the Trust hereunder; and, with the same effect as
if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any
such amendments. In this instrument and in any such amendment,
references to this instrument, and all expressions like "herein",
"hereof", and "hereunder", shall be deemed to refer to this
instrument as amended from time to time. Headings are placed
herein for convenience of reference only and shall not be taken
as a part hereof or control or affect the meaning, construction
or effect of this instrument. This instrument may be executed in
any number of counterparts each of which shall be deemed an
original.
Applicable Law
Section 3. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to
be governed by and construed and administered according to the
laws of said Commonwealth. The Trust shall be of the type
commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
Amendments
Section 4. This Declaration of Trust may be amended at
any time by an instrument in writing signed by a majority of the
then Trustees when authorized so to do by vote of Shareholders
holding more than fifty percent (50%) of the Shares of each
series entitled to vote, except that an amendment which in the
determination of the Trustees shall affect the holders of one or
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more series or classes of Shares but not the holders of all
outstanding series and classes shall be authorized by vote of the
Shareholders holding more than fifty percent (50%) of the Shares
entitled to vote of each series or class affected and no vote of
Shareholders of a series or class not affected shall be required.
Amendments having the purpose of changing the name of the Trust
or of supplying any omission, curing any ambiguity or curing,
correcting or supplementing any provision which is defective or
inconsistent with the 1940 Act or with the requirements of the
Internal Revenue Code and the regulations thereunder for the
Trust's obtaining the most favorable treatment thereunder
available to regulated investment companies shall not require
authorization by Shareholder vote.
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IN WITNESS WHEREOF, the undersigned have hereunto set their
hands and seals for themselves and their assigns, as of this 24th
day of April, 1998.
SIGNATURES FOLLOW
/s/ James E. Akins
-----------------------------------
James E. Akins
2904 Garfield Terrace, N.W.
Washington, D.C. 20008-3507
/s/ Arthur G. Gottschalk
-----------------------------------
Arthur R. Gottschalk
10642 Brookridge Drive
Frankfort, Illinois 60423
/s/ Frederick T. Kelsey
-----------------------------------
Frederick T. Kelsey
3133 Laughing Gull Court
Johns Island, South Carolina 29455
/s/ Fred B. Renwick
-----------------------------------
Fred B. Renwick
3 Hanover Square
New York, New York 10004
/s/ John B. Tingleff
-----------------------------------
John B. Tingleff
2015 South Lake Shore Drive
Harbor Springs, Michigan 49740
/s/ John G. Weithers
-----------------------------------
John G. Weithers
311 Springlake
Hinsdale, Illinois 60521
29
County of Cook )
) ss
State of Illinois )
Then personally appeared the afore-named James E. Akins,
Arthur R. Gottschalk, Frederick T. Kelsey, Fred B. Renwick, John
B. Tingleff, and John G. Weithers who acknowledged the foregoing
instrument to be their free act and deed, before me this 24th day
of April, 1998.
/s/ Mary R. Butler
------------------------------
Notary Public
My Commission Expires: 12/22/2001
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LKW|W:\FUNDS\NSAR.EXH\INFS\AM&REST.DEC|081098
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