<PAGE> PAGE 1
000 B000000 12/31/98
000 C000000 0000810573
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 INVESTORS FUND SERIES
001 B000000 811-5002
001 C000000 3125377000
002 A000000 222 SOUTH RIVERSIDE PLAZA
002 B000000 CHICAGO
002 C000000 IL
002 D010000 60606
002 D020000 5808
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 20
007 C010100 1
007 C020100 KEMPER MONEY MARKET PORTFOLIO
007 C030100 N
007 C010200 2
007 C020200 KEMPER TOTAL RETURN PORTFOLIO
007 C030200 N
007 C010300 3
007 C020300 KEMPER HIGH YIELD PORTFOLIO
007 C030300 N
007 C010400 4
007 C020400 KEMPER GROWTH PORTFOLIO
007 C030400 N
007 C010500 5
007 C020500 KEMPER GOVERNMENT SECURITIES PORTFOLIO
007 C030500 N
007 C010600 6
007 C020600 KEMPER INTERNATIONAL PORTFOLIO
007 C030600 N
007 C010700 7
007 C020700 KEMPER SMALL CAP GROWTH PORTFOLIO
007 C030700 N
007 C010800 8
007 C020800 KEMPER INVESTMENT GRADE BOND PORTFOLIO
007 C030800 N
007 C010900 9
007 C020900 KEMPER CONTRARIAN VALUE PORTFOLIO
007 C030900 N
007 C011000 10
<PAGE> PAGE 2
007 C021000 KEMPER SMALL CAP VALUE PORTFOLIO
007 C031000 N
007 C011100 11
007 C021100 KEMPER VALUE+GROWTH PORTFOLIO
007 C031100 N
007 C011200 12
007 C021200 KEMPER HORIZON 20+ PORTFOLIO
007 C031200 N
007 C011300 13
007 C021300 KEMPER HORIZON 10+ PORTFOLIO
007 C031300 N
007 C011400 14
007 C021400 KEMPER HORIZON 5 PORTFOLIO
007 C031400 N
007 C011500 15
007 C021500 KEMPER BLUE CHIP PORTFOLIO
007 C031500 N
007 C011600 16
007 C021600 KEMPER GLOBAL PORTFOLIO
007 C031600 N
007 C011700 17
007 C021700 KEMPER DREMAN HIGH RETURN EQUITY PORTFOLIO
007 C031700 N
007 C011800 18
007 C021800 KEMPER DREMAN FINANCIAL SERVICES PORTFOLIO
007 C031800 N
007 C011900 19
007 C021900 KEMPER GLOBAL BLUE CHIP PORTFOLIO
007 C031900 N
007 C012000 20
007 C022000 KEMPER INT'L GROWTH AND INCOME PORTFOLIO
007 C032000 N
011 A00AA01 KEMPER DISTRIBUTORS, INC.
011 B00AA01 8-47765
011 C01AA01 CHICAGO
011 C02AA01 IL
011 C03AA01 60606
011 C04AA01 5808
012 A00AA01 INVESTORS FIDUCIARY TRUST COMPANY
012 B00AA01 85-05488
012 C01AA01 KANSAS CITY
012 C02AA01 MO
012 C03AA01 64105
013 A00AA01 ERNST & YOUNG LLP
013 B01AA01 CHICAGO
013 B02AA01 IL
013 B03AA01 60606
014 A00AA01 SCUDDER INVESTOR SERVICES, INC.
014 B00AA01 8-298
014 A00AA02 KEMPER DISTRIBUTORS, INC.
014 B00AA02 8-47765
<PAGE> PAGE 3
014 A00AA03 GRUNTAL & CO., INC.
014 B00AA03 8-31022
014 A00AA04 THE GMS GROUP, L.L.C. (A GRUNTAL AFFILIATE)
014 B00AA04 8-23936
014 A00AA05 ZURICH CAPITAL MARKETS
014 B00AA05 8-49827
014 A00AA06 BANK HANDLOWY
014 B00AA06 8-24613
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 20
019 C00AA00 KINVESTRFD
020 A000001 MERRILL LYNCH & CO., INC.
020 B000001 13-5674085
020 C000001 279
020 A000002 GOLDMAN SACHS & CO.
020 B000002 13-5108880
020 C000002 279
020 A000003 MORGAN STANLEY, DEAN WITTER & CO.
020 B000003 13-2655998
020 C000003 240
020 A000004 LEHMAN BROTHERS HOLDINGS, INC.
020 B000004 13-2518466
020 C000004 237
020 A000005 SALOMON SMITH BARNEY HOLDINGS INC.
020 B000005 22-1660266
020 C000005 207
020 A000006 J.P. MORGAN & CO., INC.
020 B000006 13-3224016
020 C000006 184
020 A000007 BEAR STEARNS COS., INC.
020 B000007 13-3299429
020 C000007 165
020 A000008 ALEX. BROWN & SONS INCORPORATED
020 B000008 52-1319768
020 C000008 148
020 A000009 PAINEWEBBER GROUP INC.
020 B000009 13-2638166
020 C000009 147
020 A000010 CS FIRST BOSTON CORP.
020 B000010 13-5659485
020 C000010 146
021 000000 4612
022 A000001 GOLDMAN, SACHS & CO.
022 B000001 13-5108880
022 C000001 2138118
022 D000001 446767
022 A000002 FIRST CHICAGO NBD CORPORATION
022 B000002 36-0899825
022 C000002 1622145
022 D000002 90715
<PAGE> PAGE 4
022 A000003 MERRILL LYNCH & CO., INC.
022 B000003 13-5674085
022 C000003 1493719
022 D000003 157687
022 A000004 CS FIRST BOSTON CORPORATION
022 B000004 13-5659485
022 C000004 531176
022 D000004 139256
022 A000005 LEHMAN BROTHERS HOLDINGS, INC.
022 B000005 13-2518466
022 C000005 464244
022 D000005 201145
022 A000006 STATE STREET BANK AND TRUST COMPANY
022 B000006 04-1867445
022 C000006 378918
022 D000006 0
022 A000007 SALOMON SMITH BARNEY HOLDINGS INC.
022 B000007 22-1660266
022 C000007 196539
022 D000007 148038
022 A000008 MORGAN STANLEY, DEAN WITTER & CO.
022 B000008 13-2655998
022 C000008 138691
022 D000008 90013
022 A000009 ARBOR TRADING GROUP INC.
022 B000009 UNKNOWN
022 C000009 95629
022 D000009 97402
022 A000010 DONALDSON, LUFKIN & JENRETTE SECURITIES CORP.
022 B000010 13-2741729
022 C000010 85966
022 D000010 46130
023 C000000 7833447
023 D000000 1927946
026 A000000 N
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
029 00AA00 N
030 A00AA00 0
030 B00AA00 0.00
030 C00AA00 0.00
031 A00AA00 0
031 B00AA00 0
032 00AA00 0
<PAGE> PAGE 5
033 00AA00 0
034 00AA00 N
035 00AA00 0
036 B00AA00 0
037 00AA00 N
038 00AA00 0
039 00AA00 N
040 00AA00 N
042 A00AA00 0
042 B00AA00 0
042 C00AA00 0
042 D00AA00 0
042 E00AA00 0
042 F00AA00 0
042 G00AA00 0
042 H00AA00 0
043 00AA00 0
044 00AA00 0
054 A00AA00 Y
054 B00AA00 Y
054 C00AA00 N
054 D00AA00 N
054 E00AA00 N
054 F00AA00 N
054 G00AA00 N
054 H00AA00 Y
054 I00AA00 N
054 J00AA00 Y
054 K00AA00 N
054 L00AA00 N
054 M00AA00 Y
054 N00AA00 N
054 O00AA00 Y
058 A00AA00 N
059 00AA00 Y
060 A00AA00 Y
060 B00AA00 Y
061 00AA00 500
077 A000000 Y
077 B000000 Y
077 C000000 Y
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
<PAGE> PAGE 6
077 N000000 N
077 O000000 Y
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 Y
078 000000 N
080 A00AA00 ICI MUTUAL INSURANCE COMPANY
080 B00AA00 NATIONAL UNION & CHUBB
080 C00AA00 150000
081 A00AA00 Y
081 B00AA00 198
082 A00AA00 N
082 B00AA00 0
083 A00AA00 N
083 B00AA00 0
084 A00AA00 N
084 B00AA00 0
085 A00AA00 Y
085 B00AA00 N
008 A000101 SCUDDER KEMPER INVESTMENTS, INC.
008 B000101 A
008 C000101 801-44899
008 D010101 NEW YORK
008 D020101 NY
008 D030101 10154
008 D040101 0100
015 A000101 INVESTORS FIDUCIARY TRUST COMPANY
015 B000101 C
015 C010101 KANSAS CITY
015 C020101 MO
015 C030101 64105
015 E010101 X
015 A000102 STATE STREET BANK AND TRUST COMPANY
015 B000102 S
015 C010102 BOSTON
015 C020102 MA
015 C030102 02110
015 E010102 X
024 000100 Y
025 A000101 BEAR STEARNS COS., INC.
025 B000101 13-3299429
025 C000101 D
025 D000101 2000
025 A000102 LEHMAN BROTHERS HOLDINGS INC.
025 B000102 13-2518466
025 C000102 D
025 D000102 2000
025 A000103 MERRILL LYNCH & CO., INC.
025 B000103 13-5674085
025 C000103 D
<PAGE> PAGE 7
025 D000103 3000
025 A000104 J.P. MORGAN & CO., INC.
025 B000104 13-3224016
025 C000104 D
025 D000104 2999
025 A000105 CS FIRST BOSTON
025 B000105 13-5659485
025 C000105 D
025 D000105 3000
025 D000106 0
025 D000107 0
025 D000108 0
028 A010100 10822
028 A020100 437
028 A030100 0
028 A040100 10749
028 B010100 72157
028 B020100 540
028 B030100 0
028 B040100 7169
028 C010100 12187
028 C020100 673
028 C030100 0
028 C040100 14326
028 D010100 24616
028 D020100 696
028 D030100 0
028 D040100 53963
028 E010100 1455
028 E020100 620
028 E030100 0
028 E040100 32656
028 F010100 45164
028 F020100 454
028 F030100 0
028 F040100 1950
028 G010100 166401
028 G020100 3420
028 G030100 0
028 G040100 120813
028 H000100 0
045 000100 Y
046 000100 N
047 000100 Y
048 000100 0.500
048 A010100 0
048 A020100 0.000
048 B010100 0
048 B020100 0.000
048 C010100 0
048 C020100 0.000
<PAGE> PAGE 8
048 D010100 0
048 D020100 0.000
048 E010100 0
048 E020100 0.000
048 F010100 0
048 F020100 0.000
048 G010100 0
048 G020100 0.000
048 H010100 0
048 H020100 0.000
048 I010100 0
048 I020100 0.000
048 J010100 0
048 J020100 0.000
048 K010100 0
048 K020100 0.000
049 000100 N
050 000100 N
051 000100 N
052 000100 N
053 A000100 N
055 A000100 Y
055 B000100 N
056 000100 Y
057 000100 N
062 A000100 Y
062 B000100 0.0
062 C000100 47.8
062 D000100 0.0
062 E000100 0.0
062 F000100 14.0
062 G000100 0.0
062 H000100 0.0
062 I000100 38.2
062 J000100 0.0
062 K000100 0.0
062 L000100 0.0
062 M000100 0.0
062 N000100 0.0
062 O000100 0.0
062 P000100 0.0
062 Q000100 0.0
062 R000100 0.0
063 A000100 0
063 B000100 0.0
064 A000100 N
064 B000100 N
066 A000100 N
067 000100 N
068 A000100 N
068 B000100 N
<PAGE> PAGE 9
069 000100 N
070 A010100 Y
070 A020100 Y
070 B010100 N
070 B020100 N
070 C010100 N
070 C020100 N
070 D010100 N
070 D020100 N
070 E010100 N
070 E020100 N
070 F010100 N
070 F020100 N
070 G010100 N
070 G020100 N
070 H010100 N
070 H020100 N
070 I010100 N
070 I020100 N
070 J010100 Y
070 J020100 N
070 K010100 N
070 K020100 N
070 L010100 Y
070 L020100 Y
070 M010100 N
070 M020100 N
070 N010100 N
070 N020100 N
070 O010100 N
070 O020100 N
070 P010100 N
070 P020100 N
070 Q010100 N
070 Q020100 N
070 R010100 N
070 R020100 N
071 A000100 0
071 B000100 0
071 C000100 0
071 D000100 0
072 A000100 12
072 B000100 6694
072 C000100 0
072 D000100 0
072 E000100 0
072 F000100 600
072 G000100 0
072 H000100 0
072 I000100 0
072 J000100 27
<PAGE> PAGE 10
072 K000100 0
072 L000100 0
072 M000100 7
072 N000100 0
072 O000100 0
072 P000100 0
072 Q000100 0
072 R000100 10
072 S000100 1
072 T000100 0
072 U000100 0
072 V000100 0
072 W000100 7
072 X000100 645
072 Y000100 0
072 Z000100 6049
072AA000100 0
072BB000100 0
072CC010100 0
072CC020100 0
072DD010100 6049
072DD020100 0
072EE000100 0
073 A010100 0.0500
073 A020100 0.0000
073 B000100 0.0000
073 C000100 0.0000
074 A000100 5936
074 B000100 0
074 C000100 146341
074 D000100 0
074 E000100 0
074 F000100 0
074 G000100 0
074 H000100 0
074 I000100 0
074 J000100 0
074 K000100 0
074 L000100 262
074 M000100 0
074 N000100 152539
074 O000100 0
074 P000100 57
074 Q000100 0
074 R010100 0
074 R020100 0
074 R030100 0
074 R040100 552
074 S000100 0
074 T000100 151930
074 U010100 151930
<PAGE> PAGE 11
074 U020100 0
074 V010100 1.00
074 V020100 0.00
074 W000100 1.0000
074 X000100 8
074 Y000100 0
075 A000100 120487
075 B000100 0
076 000100 0.00
008 A000201 SCUDDER KEMPER INVESTMENTS, INC.
008 B000201 A
008 C000201 801-44899
008 D010201 NEW YORK
008 D020201 NY
008 D030201 10154
008 D040201 0100
015 A000201 INVESTORS FIDUCIARY TRUST COMPANY
015 B000201 C
015 C010201 KANSAS CITY
015 C020201 MO
015 C030201 64105
015 E010201 X
015 A000202 STATE STREET BANK AND TRUST COMPANY
015 B000202 S
015 C010202 BOSTON
015 C020202 MA
015 C030202 02110
015 E010202 X
015 A000203 THE CHASE MANHATTAN BANK
015 B000203 C
015 C010203 BROOKLYN
015 C020203 NY
015 C030203 11245
015 E040203 X
024 000200 N
028 A010200 1049
028 A020200 2
028 A030200 0
028 A040200 6969
028 B010200 4868
028 B020200 0
028 B030200 0
028 B040200 12565
028 C010200 6343
028 C020200 0
028 C030200 0
028 C040200 9777
028 D010200 6035
028 D020200 0
028 D030200 0
028 D040200 8328
<PAGE> PAGE 12
028 E010200 2762
028 E020200 0
028 E030200 0
028 E040200 2581
028 F010200 8488
028 F020200 0
028 F030200 0
028 F040200 10871
028 G010200 29545
028 G020200 2
028 G030200 0
028 G040200 51091
028 H000200 0
045 000200 Y
046 000200 N
047 000200 Y
048 000200 0.550
048 A010200 0
048 A020200 0.000
048 B010200 0
048 B020200 0.000
048 C010200 0
048 C020200 0.000
048 D010200 0
048 D020200 0.000
048 E010200 0
048 E020200 0.000
048 F010200 0
048 F020200 0.000
048 G010200 0
048 G020200 0.000
048 H010200 0
048 H020200 0.000
048 I010200 0
048 I020200 0.000
048 J010200 0
048 J020200 0.000
048 K010200 0
048 K020200 0.000
049 000200 N
050 000200 N
051 000200 N
052 000200 N
053 A000200 N
055 A000200 Y
055 B000200 N
056 000200 Y
057 000200 N
062 A000200 N
062 B000200 0.0
062 C000200 0.0
<PAGE> PAGE 13
062 D000200 0.0
062 E000200 0.0
062 F000200 0.0
062 G000200 0.0
062 H000200 0.0
062 I000200 0.0
062 J000200 0.0
062 K000200 0.0
062 L000200 0.0
062 M000200 0.0
062 N000200 0.0
062 O000200 0.0
062 P000200 0.0
062 Q000200 0.0
062 R000200 0.0
063 A000200 0
063 B000200 0.0
066 A000200 Y
066 B000200 N
066 C000200 N
066 D000200 N
066 E000200 N
066 F000200 N
066 G000200 Y
067 000200 Y
068 A000200 N
068 B000200 N
069 000200 N
070 A010200 Y
070 A020200 Y
070 B010200 Y
070 B020200 N
070 C010200 N
070 C020200 N
070 D010200 Y
070 D020200 N
070 E010200 Y
070 E020200 N
070 F010200 Y
070 F020200 N
070 G010200 Y
070 G020200 N
070 H010200 Y
070 H020200 N
070 I010200 N
070 I020200 N
070 J010200 Y
070 J020200 N
070 K010200 N
070 K020200 N
070 L010200 Y
<PAGE> PAGE 14
070 L020200 Y
070 M010200 Y
070 M020200 N
070 N010200 Y
070 N020200 N
070 O010200 N
070 O020200 N
070 P010200 N
070 P020200 N
070 Q010200 N
070 Q020200 N
070 R010200 N
070 R020200 N
071 A000200 671830
071 B000200 635043
071 C000200 782635
071 D000200 81
072 A000200 12
072 B000200 25508
072 C000200 6749
072 D000200 0
072 E000200 0
072 F000200 4521
072 G000200 0
072 H000200 0
072 I000200 0
072 J000200 84
072 K000200 0
072 L000200 119
072 M000200 86
072 N000200 0
072 O000200 0
072 P000200 0
072 Q000200 0
072 R000200 67
072 S000200 11
072 T000200 0
072 U000200 0
072 V000200 0
072 W000200 10
072 X000200 4898
072 Y000200 0
072 Z000200 27359
072AA000200 84199
072BB000200 38721
072CC010200 43475
072CC020200 0
072DD010200 24932
072DD020200 0
072EE000200 110813
073 A010200 0.0900
<PAGE> PAGE 15
073 A020200 0.0000
073 B000200 0.4000
073 C000200 0.0000
074 A000200 455
074 B000200 0
074 C000200 0
074 D000200 305664
074 E000200 0
074 F000200 548448
074 G000200 0
074 H000200 0
074 I000200 0
074 J000200 6283
074 K000200 0
074 L000200 6863
074 M000200 0
074 N000200 867713
074 O000200 658
074 P000200 388
074 Q000200 0
074 R010200 0
074 R020200 0
074 R030200 0
074 R040200 1244
074 S000200 0
074 T000200 865423
074 U010200 316471
074 U020200 0
074 V010200 2.74
074 V020200 0.00
074 W000200 0.0000
074 X000200 8
074 Y000200 0
075 A000200 0
075 B000200 434611
076 000200 0.00
008 A000301 SCUDDER KEMPER INVESTMENTS, INC.
008 B000301 A
008 C000301 801-44899
008 D010301 NEW YORK
008 D020301 NY
008 D030301 10154
008 D040301 0100
015 A000301 INVESTORS FIDUCIARY TRUST COMPANY
015 B000301 C
015 C010301 KANSAS CITY
015 C020301 MO
015 C030301 64105
015 E010301 X
015 A000302 STATE STREET BANK AND TRUST COMPANY
015 B000302 S
<PAGE> PAGE 16
015 C010302 BOSTON
015 C020302 MA
015 C030302 02110
015 E010302 X
015 A000303 THE CHASE MANHATTAN BANK
015 B000303 C
015 C010303 BROOKLYN
015 C020303 NY
015 C030303 11245
015 E040303 X
024 000300 N
028 A010300 9218
028 A020300 0
028 A030300 0
028 A040300 6538
028 B010300 7326
028 B020300 0
028 B030300 0
028 B040300 55018
028 C010300 12078
028 C020300 0
028 C030300 0
028 C040300 5212
028 D010300 38992
028 D020300 0
028 D030300 0
028 D040300 14091
028 E010300 24472
028 E020300 0
028 E030300 0
028 E040300 992
028 F010300 6387
028 F020300 0
028 F030300 0
028 F040300 36497
028 G010300 98473
028 G020300 0
028 G030300 0
028 G040300 118348
028 H000300 0
045 000300 Y
046 000300 N
047 000300 Y
048 000300 0.600
048 A010300 0
048 A020300 0.000
048 B010300 0
048 B020300 0.000
048 C010300 0
048 C020300 0.000
048 D010300 0
<PAGE> PAGE 17
048 D020300 0.000
048 E010300 0
048 E020300 0.000
048 F010300 0
048 F020300 0.000
048 G010300 0
048 G020300 0.000
048 H010300 0
048 H020300 0.000
048 I010300 0
048 I020300 0.000
048 J010300 0
048 J020300 0.000
048 K010300 0
048 K020300 0.000
049 000300 N
050 000300 N
051 000300 N
052 000300 N
053 A000300 N
055 A000300 Y
055 B000300 N
056 000300 Y
057 000300 N
062 A000300 Y
062 B000300 0.0
062 C000300 0.0
062 D000300 0.0
062 E000300 0.0
062 F000300 0.0
062 G000300 0.0
062 H000300 0.0
062 I000300 2.8
062 J000300 0.0
062 K000300 0.0
062 L000300 0.0
062 M000300 0.0
062 N000300 0.0
062 O000300 0.0
062 P000300 95.4
062 Q000300 0.0
062 R000300 1.8
063 A000300 0
063 B000300 8.3
064 A000300 N
064 B000300 Y
065 000300 N
066 A000300 N
067 000300 N
068 A000300 N
068 B000300 N
<PAGE> PAGE 18
069 000300 N
070 A010300 Y
070 A020300 Y
070 B010300 N
070 B020300 N
070 C010300 Y
070 C020300 N
070 D010300 Y
070 D020300 N
070 E010300 Y
070 E020300 Y
070 F010300 Y
070 F020300 N
070 G010300 Y
070 G020300 N
070 H010300 Y
070 H020300 N
070 I010300 N
070 I020300 N
070 J010300 Y
070 J020300 Y
070 K010300 N
070 K020300 N
070 L010300 Y
070 L020300 Y
070 M010300 Y
070 M020300 Y
070 N010300 Y
070 N020300 N
070 O010300 N
070 O020300 N
070 P010300 N
070 P020300 N
070 Q010300 N
070 Q020300 N
070 R010300 N
070 R020300 N
071 A000300 405541
071 B000300 298845
071 C000300 404653
071 D000300 74
072 A000300 12
072 B000300 43078
072 C000300 422
072 D000300 0
072 E000300 0
072 F000300 2606
072 G000300 0
072 H000300 0
072 I000300 0
072 J000300 82
<PAGE> PAGE 19
072 K000300 0
072 L000300 55
072 M000300 43
072 N000300 0
072 O000300 0
072 P000300 0
072 Q000300 0
072 R000300 34
072 S000300 5
072 T000300 0
072 U000300 0
072 V000300 0
072 W000300 6
072 X000300 2831
072 Y000300 0
072 Z000300 40669
072AA000300 9080
072BB000300 7471
072CC010300 0
072CC020300 33856
072DD010300 29505
072DD020300 0
072EE000300 0
073 A010300 0.0900
073 A020300 0.0000
073 B000300 0.0000
073 C000300 0.0000
074 A000300 320
074 B000300 0
074 C000300 11982
074 D000300 414157
074 E000300 6520
074 F000300 1189
074 G000300 0
074 H000300 0
074 I000300 0
074 J000300 4580
074 K000300 0
074 L000300 8526
074 M000300 0
074 N000300 447274
074 O000300 4659
074 P000300 225
074 Q000300 0
074 R010300 0
074 R020300 0
074 R030300 0
074 R040300 265
074 S000300 0
074 T000300 442125
074 U010300 360218
<PAGE> PAGE 20
074 U020300 0
074 V010300 1.23
074 V020300 0.00
074 W000300 0.0000
074 X000300 8
074 Y000300 0
075 A000300 0
075 B000300 594799
076 000300 0.00
008 A000401 SCUDDER KEMPER INVESTMENTS, INC.
008 B000401 A
008 C000401 801-44899
008 D010401 NEW YORK
008 D020401 NY
008 D030401 10154
008 D040401 0100
015 A000401 INVESTORS FIDUCIARY TRUST COMPANY
015 B000401 C
015 C010401 KANSAS CITY
015 C020401 MO
015 C030401 64105
015 E010401 X
015 A000402 STATE STREET BANK AND TRUST COMPANY
015 B000402 S
015 C010402 BOSTON
015 C020402 MA
015 C030402 02110
015 E010402 X
015 A000403 THE CHASE MANHATTAN BANK
015 B000403 C
015 C010403 BROOKLYN
015 C020403 NY
015 C030403 11245
015 E040403 X
024 000400 Y
025 A000401 MERRILL LYNCH & CO., INC.
025 B000401 13-5674085
025 C000401 E
025 D000401 3031
025 A000402 MORGAN STANLEY, DEAN WITTER & CO.
025 B000402 13-2655998
025 C000402 E
025 D000402 7767
025 D000403 0
025 D000404 0
025 D000405 0
025 D000406 0
025 D000407 0
025 D000408 0
028 A010400 7158
028 A020400 0
<PAGE> PAGE 21
028 A030400 0
028 A040400 9251
028 B010400 4991
028 B020400 0
028 B030400 0
028 B040400 13850
028 C010400 5311
028 C020400 0
028 C030400 0
028 C040400 5432
028 D010400 8599
028 D020400 0
028 D030400 0
028 D040400 6765
028 E010400 2835
028 E020400 0
028 E030400 0
028 E040400 7263
028 F010400 1793
028 F020400 0
028 F030400 0
028 F040400 7046
028 G010400 30687
028 G020400 0
028 G030400 0
028 G040400 49607
028 H000400 0
045 000400 Y
046 000400 N
047 000400 Y
048 000400 0.600
048 A010400 0
048 A020400 0.000
048 B010400 0
048 B020400 0.000
048 C010400 0
048 C020400 0.000
048 D010400 0
048 D020400 0.000
048 E010400 0
048 E020400 0.000
048 F010400 0
048 F020400 0.000
048 G010400 0
048 G020400 0.000
048 H010400 0
048 H020400 0.000
048 I010400 0
048 I020400 0.000
048 J010400 0
048 J020400 0.000
<PAGE> PAGE 22
048 K010400 0
048 K020400 0.000
049 000400 N
050 000400 N
051 000400 N
052 000400 N
053 A000400 N
055 A000400 Y
055 B000400 N
056 000400 Y
057 000400 N
062 A000400 N
062 B000400 0.0
062 C000400 0.0
062 D000400 0.0
062 E000400 0.0
062 F000400 0.0
062 G000400 0.0
062 H000400 0.0
062 I000400 0.0
062 J000400 0.0
062 K000400 0.0
062 L000400 0.0
062 M000400 0.0
062 N000400 0.0
062 O000400 0.0
062 P000400 0.0
062 Q000400 0.0
062 R000400 0.0
063 A000400 0
063 B000400 0.0
066 A000400 Y
066 B000400 Y
066 C000400 N
066 D000400 N
066 E000400 N
066 F000400 N
066 G000400 N
067 000400 N
068 A000400 N
068 B000400 N
069 000400 N
070 A010400 Y
070 A020400 Y
070 B010400 Y
070 B020400 N
070 C010400 N
070 C020400 N
070 D010400 Y
070 D020400 N
070 E010400 N
<PAGE> PAGE 23
070 E020400 N
070 F010400 Y
070 F020400 N
070 G010400 Y
070 G020400 N
070 H010400 Y
070 H020400 N
070 I010400 N
070 I020400 N
070 J010400 Y
070 J020400 N
070 K010400 N
070 K020400 N
070 L010400 Y
070 L020400 Y
070 M010400 Y
070 M020400 Y
070 N010400 Y
070 N020400 N
070 O010400 N
070 O020400 N
070 P010400 N
070 P020400 N
070 Q010400 N
070 Q020400 N
070 R010400 N
070 R020400 N
071 A000400 630576
071 B000400 631838
071 C000400 578557
071 D000400 109
072 A000400 12
072 B000400 871
072 C000400 4703
072 D000400 0
072 E000400 0
072 F000400 3600
072 G000400 0
072 H000400 0
072 I000400 0
072 J000400 97
072 K000400 0
072 L000400 68
072 M000400 71
072 N000400 0
072 O000400 0
072 P000400 0
072 Q000400 0
072 R000400 46
072 S000400 13
072 T000400 0
<PAGE> PAGE 24
072 U000400 0
072 V000400 0
072 W000400 4
072 X000400 3899
072 Y000400 0
072 Z000400 1675
072AA000400 83476
072BB000400 88036
072CC010400 85608
072CC020400 0
072DD010400 1863
072DD020400 0
072EE000400 93144
073 A010400 0.0100
073 A020400 0.0000
073 B000400 0.5000
073 C000400 0.0000
074 A000400 1538
074 B000400 0
074 C000400 5991
074 D000400 0
074 E000400 0
074 F000400 620696
074 G000400 0
074 H000400 0
074 I000400 0
074 J000400 1037
074 K000400 0
074 L000400 366
074 M000400 0
074 N000400 629628
074 O000400 0
074 P000400 319
074 Q000400 0
074 R010400 0
074 R020400 0
074 R030400 0
074 R040400 758
074 S000400 0
074 T000400 628551
074 U010400 212587
074 U020400 0
074 V010400 2.96
074 V020400 0.00
074 W000400 0.0000
074 X000400 8
074 Y000400 0
075 A000400 0
075 B000400 103387
076 000400 0.00
008 A000501 SCUDDER KEMPER INVESTMENTS, INC.
<PAGE> PAGE 25
008 B000501 A
008 C000501 801-44899
008 D010501 NEW YORK
008 D020501 NY
008 D030501 10154
008 D040501 0100
015 A000501 INVESTORS FIDUCIARY TRUST COMPANY
015 B000501 C
015 C010501 KANSAS CITY
015 C020501 MO
015 C030501 64105
015 E010501 X
015 A000502 STATE STREET BANK AND TRUST COMPANY
015 B000502 S
015 C010502 BOSTON
015 C020502 MA
015 C030502 02110
015 E010502 X
024 000500 N
028 A010500 3520
028 A020500 0
028 A030500 0
028 A040500 2001
028 B010500 19205
028 B020500 0
028 B030500 0
028 B040500 1439
028 C010500 12200
028 C020500 0
028 C030500 0
028 C040500 5367
028 D010500 6573
028 D020500 0
028 D030500 0
028 D040500 8910
028 E010500 3671
028 E020500 0
028 E030500 0
028 E040500 6537
028 F010500 8559
028 F020500 0
028 F030500 0
028 F040500 5910
028 G010500 53728
028 G020500 0
028 G030500 0
028 G040500 30164
028 H000500 0
045 000500 Y
046 000500 N
047 000500 Y
<PAGE> PAGE 26
048 000500 0.550
048 A010500 0
048 A020500 0.000
048 B010500 0
048 B020500 0.000
048 C010500 0
048 C020500 0.000
048 D010500 0
048 D020500 0.000
048 E010500 0
048 E020500 0.000
048 F010500 0
048 F020500 0.000
048 G010500 0
048 G020500 0.000
048 H010500 0
048 H020500 0.000
048 I010500 0
048 I020500 0.000
048 J010500 0
048 J020500 0.000
048 K010500 0
048 K020500 0.000
049 000500 N
050 000500 N
051 000500 N
052 000500 N
053 A000500 N
055 A000500 Y
055 B000500 N
056 000500 Y
057 000500 N
062 A000500 Y
062 B000500 0.0
062 C000500 0.0
062 D000500 0.0
062 E000500 0.0
062 F000500 0.0
062 G000500 0.0
062 H000500 0.0
062 I000500 3.3
062 J000500 0.0
062 K000500 0.1
062 L000500 0.0
062 M000500 13.4
062 N000500 72.3
062 O000500 0.0
062 P000500 10.1
062 Q000500 0.9
062 R000500 0.0
063 A000500 0
<PAGE> PAGE 27
063 B000500 6.0
064 A000500 N
064 B000500 N
066 A000500 N
067 000500 N
068 A000500 N
068 B000500 N
069 000500 N
070 A010500 Y
070 A020500 Y
070 B010500 N
070 B020500 N
070 C010500 Y
070 C020500 N
070 D010500 Y
070 D020500 N
070 E010500 Y
070 E020500 Y
070 F010500 Y
070 F020500 N
070 G010500 Y
070 G020500 N
070 H010500 Y
070 H020500 N
070 I010500 N
070 I020500 N
070 J010500 Y
070 J020500 N
070 K010500 N
070 K020500 N
070 L010500 Y
070 L020500 Y
070 M010500 N
070 M020500 N
070 N010500 Y
070 N020500 N
070 O010500 N
070 O020500 N
070 P010500 N
070 P020500 N
070 Q010500 N
070 Q020500 N
070 R010500 N
070 R020500 N
071 A000500 173347
071 B000500 147340
071 C000500 103713
071 D000500 142
072 A000500 12
072 B000500 7109
072 C000500 0
<PAGE> PAGE 28
072 D000500 0
072 E000500 0
072 F000500 564
072 G000500 0
072 H000500 0
072 I000500 0
072 J000500 68
072 K000500 0
072 L000500 14
072 M000500 11
072 N000500 0
072 O000500 0
072 P000500 0
072 Q000500 0
072 R000500 8
072 S000500 1
072 T000500 0
072 U000500 0
072 V000500 0
072 W000500 7
072 X000500 673
072 Y000500 0
072 Z000500 6436
072AA000500 2214
072BB000500 673
072CC010500 0
072CC020500 1055
072DD010500 5813
072DD020500 0
072EE000500 0
073 A010500 0.0800
073 A020500 0.0000
073 B000500 0.0000
073 C000500 0.0000
074 A000500 1761
074 B000500 0
074 C000500 3985
074 D000500 118181
074 E000500 0
074 F000500 0
074 G000500 0
074 H000500 0
074 I000500 0
074 J000500 1
074 K000500 0
074 L000500 1567
074 M000500 0
074 N000500 125495
074 O000500 2019
074 P000500 56
074 Q000500 0
<PAGE> PAGE 29
074 R010500 0
074 R020500 0
074 R030500 0
074 R040500 209
074 S000500 0
074 T000500 123211
074 U010500 101983
074 U020500 0
074 V010500 1.21
074 V020500 0.00
074 W000500 0.0000
074 X000500 8
074 Y000500 2144
075 A000500 0
075 B000500 118941
076 000500 0.00
008 A000601 SCUDDER KEMPER INVESTMENTS, INC.
008 B000601 A
008 C000601 801-44899
008 D010601 NEW YORK
008 D020601 NY
008 D030601 10154
008 D040601 0100
008 A000602 ZURICH INVESTMENT MANAGEMENT LIMITED
008 B000602 S
008 C000602 801-45306
008 D010602 LONDON
008 D050602 UK
008 D060602 EC4M 7RQ
015 A000601 INVESTORS FIDUCIARY TRUST COMPANY
015 B000601 C
015 C010601 KANSAS CITY
015 C020601 MO
015 C030601 64105
015 E010601 X
015 A000602 STATE STREET BANK AND TRUST COMPANY
015 B000602 S
015 C010602 BOSTON
015 C020602 MA
015 C030602 02110
015 E010602 X
015 A000603 THE CHASE MANHATTAN BANK
015 B000603 C
015 C010603 BROOKLYN
015 C020603 NY
015 C030603 11245
015 E040603 X
024 000600 N
028 A010600 3392
028 A020600 0
028 A030600 0
<PAGE> PAGE 30
028 A040600 3868
028 B010600 1664
028 B020600 0
028 B030600 0
028 B040600 7462
028 C010600 1445
028 C020600 0
028 C030600 0
028 C040600 4217
028 D010600 2874
028 D020600 0
028 D030600 0
028 D040600 2371
028 E010600 3067
028 E020600 0
028 E030600 0
028 E040600 1193
028 F010600 1063
028 F020600 0
028 F030600 0
028 F040600 3320
028 G010600 13505
028 G020600 0
028 G030600 0
028 G040600 22431
028 H000600 0
045 000600 Y
046 000600 N
047 000600 Y
048 000600 0.750
048 A010600 0
048 A020600 0.000
048 B010600 0
048 B020600 0.000
048 C010600 0
048 C020600 0.000
048 D010600 0
048 D020600 0.000
048 E010600 0
048 E020600 0.000
048 F010600 0
048 F020600 0.000
048 G010600 0
048 G020600 0.000
048 H010600 0
048 H020600 0.000
048 I010600 0
048 I020600 0.000
048 J010600 0
048 J020600 0.000
048 K010600 0
<PAGE> PAGE 31
048 K020600 0.000
049 000600 N
050 000600 N
051 000600 N
052 000600 N
053 A000600 N
055 A000600 Y
055 B000600 N
056 000600 Y
057 000600 N
062 A000600 N
062 B000600 0.0
062 C000600 0.0
062 D000600 0.0
062 E000600 0.0
062 F000600 0.0
062 G000600 0.0
062 H000600 0.0
062 I000600 0.0
062 J000600 0.0
062 K000600 0.0
062 L000600 0.0
062 M000600 0.0
062 N000600 0.0
062 O000600 0.0
062 P000600 0.0
062 Q000600 0.0
062 R000600 0.0
063 A000600 0
063 B000600 0.0
066 A000600 Y
066 B000600 N
066 C000600 N
066 D000600 N
066 E000600 N
066 F000600 N
066 G000600 Y
067 000600 N
068 A000600 N
068 B000600 Y
069 000600 N
070 A010600 Y
070 A020600 Y
070 B010600 Y
070 B020600 N
070 C010600 N
070 C020600 N
070 D010600 Y
070 D020600 N
070 E010600 N
070 E020600 N
<PAGE> PAGE 32
070 F010600 Y
070 F020600 N
070 G010600 Y
070 G020600 N
070 H010600 Y
070 H020600 N
070 I010600 N
070 I020600 N
070 J010600 Y
070 J020600 N
070 K010600 N
070 K020600 N
070 L010600 Y
070 L020600 Y
070 M010600 Y
070 M020600 Y
070 N010600 Y
070 N020600 N
070 O010600 N
070 O020600 N
070 P010600 N
070 P020600 N
070 Q010600 N
070 Q020600 N
070 R010600 N
070 R020600 N
071 A000600 197510
071 B000600 181610
071 C000600 201691
071 D000600 90
072 A000600 12
072 B000600 646
072 C000600 3350
072 D000600 0
072 E000600 0
072 F000600 1613
072 G000600 0
072 H000600 0
072 I000600 0
072 J000600 269
072 K000600 0
072 L000600 25
072 M000600 27
072 N000600 0
072 O000600 0
072 P000600 0
072 Q000600 0
072 R000600 8
072 S000600 2
072 T000600 0
072 U000600 0
<PAGE> PAGE 33
072 V000600 0
072 W000600 23
072 X000600 1967
072 Y000600 0
072 Z000600 2029
072AA000600 76834
072BB000600 52508
072CC010600 0
072CC020600 6982
072DD010600 2412
072DD020600 0
072EE000600 7437
073 A010600 0.0200
073 A020600 0.0000
073 B000600 0.0600
073 C000600 0.0000
074 A000600 0
074 B000600 0
074 C000600 4998
074 D000600 0
074 E000600 0
074 F000600 208521
074 G000600 0
074 H000600 0
074 I000600 0
074 J000600 0
074 K000600 0
074 L000600 505
074 M000600 0
074 N000600 214024
074 O000600 9
074 P000600 137
074 Q000600 0
074 R010600 0
074 R020600 0
074 R030600 0
074 R040600 679
074 S000600 0
074 T000600 213199
074 U010600 125411
074 U020600 0
074 V010600 1.70
074 V020600 0.00
074 W000600 0.0000
074 X000600 8
074 Y000600 0
075 A000600 0
075 B000600 213732
076 000600 0.00
008 A000701 SCUDDER KEMPER INVESTMENTS, INC.
008 B000701 A
<PAGE> PAGE 34
008 C000701 801-44899
008 D010701 NEW YORK
008 D020701 NY
008 D030701 10154
008 D040701 0100
015 A000701 INVESTORS FIDUCIARY TRUST COMPANY
015 B000701 C
015 C010701 KANSAS CITY
015 C020701 MO
015 C030701 64105
015 E010701 X
015 A000702 STATE STREET BANK AND TRUST COMPANY
015 B000702 S
015 C010702 BOSTON
015 C020702 MA
015 C030702 02110
015 E010702 X
015 A000703 THE CHASE MANHATTAN BANK
015 B000703 C
015 C010703 BROOKLYN
015 C020703 NY
015 C030703 11245
015 E040703 X
024 000700 N
028 A010700 5237
028 A020700 0
028 A030700 0
028 A040700 1081
028 B010700 2537
028 B020700 0
028 B030700 0
028 B040700 4062
028 C010700 3057
028 C020700 0
028 C030700 0
028 C040700 932
028 D010700 5453
028 D020700 0
028 D030700 0
028 D040700 884
028 E010700 6800
028 E020700 0
028 E030700 0
028 E040700 795
028 F010700 3178
028 F020700 0
028 F030700 0
028 F040700 3252
028 G010700 26262
028 G020700 0
028 G030700 0
<PAGE> PAGE 35
028 G040700 11006
028 H000700 0
045 000700 Y
046 000700 N
047 000700 Y
048 000700 0.650
048 A010700 0
048 A020700 0.000
048 B010700 0
048 B020700 0.000
048 C010700 0
048 C020700 0.000
048 D010700 0
048 D020700 0.000
048 E010700 0
048 E020700 0.000
048 F010700 0
048 F020700 0.000
048 G010700 0
048 G020700 0.000
048 H010700 0
048 H020700 0.000
048 I010700 0
048 I020700 0.000
048 J010700 0
048 J020700 0.000
048 K010700 0
048 K020700 0.000
049 000700 N
050 000700 N
051 000700 N
052 000700 N
053 A000700 N
055 A000700 Y
055 B000700 N
056 000700 Y
057 000700 N
062 A000700 N
062 B000700 0.0
062 C000700 0.0
062 D000700 0.0
062 E000700 0.0
062 F000700 0.0
062 G000700 0.0
062 H000700 0.0
062 I000700 0.0
062 J000700 0.0
062 K000700 0.0
062 L000700 0.0
062 M000700 0.0
062 N000700 0.0
<PAGE> PAGE 36
062 O000700 0.0
062 P000700 0.0
062 Q000700 0.0
062 R000700 0.0
063 A000700 0
063 B000700 0.0
066 A000700 Y
066 B000700 N
066 C000700 Y
066 D000700 N
066 E000700 N
066 F000700 N
066 G000700 N
067 000700 N
068 A000700 N
068 B000700 N
069 000700 N
070 A010700 Y
070 A020700 Y
070 B010700 Y
070 B020700 N
070 C010700 N
070 C020700 N
070 D010700 Y
070 D020700 N
070 E010700 N
070 E020700 N
070 F010700 Y
070 F020700 N
070 G010700 Y
070 G020700 N
070 H010700 Y
070 H020700 N
070 I010700 N
070 I020700 N
070 J010700 Y
070 J020700 N
070 K010700 N
070 K020700 N
070 L010700 Y
070 L020700 N
070 M010700 Y
070 M020700 N
070 N010700 Y
070 N020700 N
070 O010700 N
070 O020700 N
070 P010700 N
070 P020700 N
070 Q010700 N
070 Q020700 N
<PAGE> PAGE 37
070 R010700 N
070 R020700 N
071 A000700 461833
071 B000700 412163
071 C000700 149302
071 D000700 276
072 A000700 12
072 B000700 856
072 C000700 277
072 D000700 0
072 E000700 0
072 F000700 1060
072 G000700 0
072 H000700 0
072 I000700 0
072 J000700 42
072 K000700 0
072 L000700 17
072 M000700 15
072 N000700 0
072 O000700 0
072 P000700 0
072 Q000700 0
072 R000700 7
072 S000700 2
072 T000700 0
072 U000700 0
072 V000700 0
072 W000700 6
072 X000700 1149
072 Y000700 0
072 Z000700 -16
072AA000700 43551
072BB000700 45140
072CC010700 31648
072CC020700 0
072DD010700 0
072DD020700 0
072EE000700 25813
073 A010700 0.0000
073 A020700 0.0000
073 B000700 0.3400
073 C000700 0.0000
074 A000700 682
074 B000700 0
074 C000700 10985
074 D000700 0
074 E000700 0
074 F000700 199500
074 G000700 0
074 H000700 0
<PAGE> PAGE 38
074 I000700 0
074 J000700 8356
074 K000700 0
074 L000700 34
074 M000700 0
074 N000700 219557
074 O000700 10816
074 P000700 104
074 Q000700 0
074 R010700 0
074 R020700 0
074 R030700 0
074 R040700 302
074 S000700 0
074 T000700 208335
074 U010700 105693
074 U020700 0
074 V010700 1.97
074 V020700 0.00
074 W000700 0.0000
074 X000700 8
074 Y000700 0
075 A000700 0
075 B000700 164216
076 000700 0.00
008 A000801 SCUDDER KEMPER INVESTMENTS, INC.
008 B000801 A
008 C000801 801-44899
008 D010801 NEW YORK
008 D020801 NY
008 D030801 10154
008 D040801 0100
015 A000801 INVESTORS FIDUCIARY TRUST COMPANY
015 B000801 C
015 C010801 KANSAS CITY
015 C020801 MO
015 C030801 64105
015 E010801 X
015 A000802 STATE STREET BANK AND TRUST COMPANY
015 B000802 S
015 C010802 BOSTON
015 C020802 MA
015 C030802 02110
015 E010802 X
015 A000803 THE CHASE MANHATTAN BANK
015 B000803 C
015 C010803 BROOKLYN
015 C020803 NY
015 C030803 11245
015 E040803 X
024 000800 N
<PAGE> PAGE 39
028 A010800 4204
028 A020800 0
028 A030800 0
028 A040800 321
028 B010800 8491
028 B020800 0
028 B030800 0
028 B040800 1118
028 C010800 4452
028 C020800 0
028 C030800 0
028 C040800 2552
028 D010800 3861
028 D020800 0
028 D030800 0
028 D040800 858
028 E010800 3523
028 E020800 0
028 E030800 0
028 E040800 730
028 F010800 4846
028 F020800 0
028 F030800 0
028 F040800 542
028 G010800 29377
028 G020800 0
028 G030800 0
028 G040800 6121
028 H000800 0
045 000800 Y
046 000800 N
047 000800 Y
048 000800 0.600
048 A010800 0
048 A020800 0.000
048 B010800 0
048 B020800 0.000
048 C010800 0
048 C020800 0.000
048 D010800 0
048 D020800 0.000
048 E010800 0
048 E020800 0.000
048 F010800 0
048 F020800 0.000
048 G010800 0
048 G020800 0.000
048 H010800 0
048 H020800 0.000
048 I010800 0
048 I020800 0.000
<PAGE> PAGE 40
048 J010800 0
048 J020800 0.000
048 K010800 0
048 K020800 0.000
049 000800 N
050 000800 N
051 000800 N
052 000800 N
053 A000800 N
055 A000800 Y
055 B000800 N
056 000800 Y
057 000800 N
062 A000800 Y
062 B000800 0.0
062 C000800 9.8
062 D000800 0.0
062 E000800 0.0
062 F000800 0.0
062 G000800 0.0
062 H000800 0.0
062 I000800 0.0
062 J000800 0.0
062 K000800 0.0
062 L000800 0.0
062 M000800 49.3
062 N000800 14.0
062 O000800 0.0
062 P000800 25.7
062 Q000800 1.1
062 R000800 0.0
063 A000800 0
063 B000800 8.6
064 A000800 N
064 B000800 N
066 A000800 N
067 000800 N
068 A000800 N
068 B000800 N
069 000800 N
070 A010800 Y
070 A020800 Y
070 B010800 N
070 B020800 N
070 C010800 Y
070 C020800 N
070 D010800 Y
070 D020800 N
070 E010800 Y
070 E020800 N
070 F010800 Y
<PAGE> PAGE 41
070 F020800 N
070 G010800 Y
070 G020800 N
070 H010800 Y
070 H020800 N
070 I010800 N
070 I020800 N
070 J010800 Y
070 J020800 N
070 K010800 N
070 K020800 N
070 L010800 Y
070 L020800 Y
070 M010800 Y
070 M020800 N
070 N010800 Y
070 N020800 N
070 O010800 N
070 O020800 N
070 P010800 N
070 P020800 N
070 Q010800 N
070 Q020800 N
070 R010800 N
070 R020800 N
071 A000800 62531
071 B000800 27418
071 C000800 21146
071 D000800 130
072 A000800 12
072 B000800 1907
072 C000800 0
072 D000800 0
072 E000800 0
072 F000800 184
072 G000800 0
072 H000800 0
072 I000800 0
072 J000800 16
072 K000800 0
072 L000800 1
072 M000800 2
072 N000800 0
072 O000800 0
072 P000800 0
072 Q000800 0
072 R000800 2
072 S000800 1
072 T000800 0
072 U000800 0
072 V000800 0
<PAGE> PAGE 42
072 W000800 0
072 X000800 206
072 Y000800 0
072 Z000800 1701
072AA000800 438
072BB000800 152
072CC010800 402
072CC020800 0
072DD010800 587
072DD020800 0
072EE000800 199
073 A010800 0.0300
073 A020800 0.0000
073 B000800 0.0100
073 C000800 0.0000
074 A000800 833
074 B000800 0
074 C000800 4996
074 D000800 45857
074 E000800 0
074 F000800 0
074 G000800 0
074 H000800 0
074 I000800 0
074 J000800 0
074 K000800 0
074 L000800 500
074 M000800 0
074 N000800 52186
074 O000800 0
074 P000800 25
074 Q000800 0
074 R010800 0
074 R020800 0
074 R030800 0
074 R040800 6
074 S000800 0
074 T000800 52155
074 U010800 44781
074 U020800 0
074 V010800 1.17
074 V020800 0.00
074 W000800 0.0000
074 X000800 8
074 Y000800 0
075 A000800 0
075 B000800 31117
076 000800 0.00
008 A000901 SCUDDER KEMPER INVESTMENTS, INC.
008 B000901 A
008 C000901 801-44899
<PAGE> PAGE 43
008 D010901 NEW YORK
008 D020901 NY
008 D030901 10154
008 D040901 0100
015 A000901 INVESTORS FIDUCIARY TRUST COMPANY
015 B000901 C
015 C010901 KANSAS CITY
015 C020901 MO
015 C030901 64105
015 E010901 X
015 A000902 STATE STREET BANK AND TRUST COMPANY
015 B000902 S
015 C010902 BOSTON
015 C020902 MA
015 C030902 02110
015 E010902 X
024 000900 N
028 A010900 6675
028 A020900 0
028 A030900 0
028 A040900 3192
028 B010900 3549
028 B020900 0
028 B030900 0
028 B040900 3294
028 C010900 3740
028 C020900 0
028 C030900 0
028 C040900 2840
028 D010900 4196
028 D020900 0
028 D030900 0
028 D040900 1413
028 E010900 4668
028 E020900 0
028 E030900 0
028 E040900 576
028 F010900 6827
028 F020900 0
028 F030900 0
028 F040900 1931
028 G010900 29655
028 G020900 0
028 G030900 0
028 G040900 13246
028 H000900 0
045 000900 Y
046 000900 N
047 000900 Y
048 000900 0.750
048 A010900 0
<PAGE> PAGE 44
048 A020900 0.000
048 B010900 0
048 B020900 0.000
048 C010900 0
048 C020900 0.000
048 D010900 0
048 D020900 0.000
048 E010900 0
048 E020900 0.000
048 F010900 0
048 F020900 0.000
048 G010900 0
048 G020900 0.000
048 H010900 0
048 H020900 0.000
048 I010900 0
048 I020900 0.000
048 J010900 0
048 J020900 0.000
048 K010900 0
048 K020900 0.000
049 000900 N
050 000900 N
051 000900 N
052 000900 N
053 A000900 N
055 A000900 Y
055 B000900 N
056 000900 Y
057 000900 N
062 A000900 N
062 B000900 0.0
062 C000900 0.0
062 D000900 0.0
062 E000900 0.0
062 F000900 0.0
062 G000900 0.0
062 H000900 0.0
062 I000900 0.0
062 J000900 0.0
062 K000900 0.0
062 L000900 0.0
062 M000900 0.0
062 N000900 0.0
062 O000900 0.0
062 P000900 0.0
062 Q000900 0.0
062 R000900 0.0
063 A000900 0
063 B000900 0.0
066 A000900 Y
<PAGE> PAGE 45
066 B000900 N
066 C000900 N
066 D000900 N
066 E000900 N
066 F000900 N
066 G000900 Y
067 000900 N
068 A000900 N
068 B000900 N
069 000900 N
070 A010900 Y
070 A020900 Y
070 B010900 Y
070 B020900 N
070 C010900 N
070 C020900 N
070 D010900 Y
070 D020900 N
070 E010900 Y
070 E020900 N
070 F010900 Y
070 F020900 N
070 G010900 Y
070 G020900 N
070 H010900 Y
070 H020900 N
070 I010900 N
070 I020900 N
070 J010900 Y
070 J020900 N
070 K010900 N
070 K020900 N
070 L010900 Y
070 L020900 Y
070 M010900 N
070 M020900 N
070 N010900 Y
070 N020900 N
070 O010900 N
070 O020900 N
070 P010900 N
070 P020900 N
070 Q010900 N
070 Q020900 N
070 R010900 N
070 R020900 N
071 A000900 173594
071 B000900 107430
071 C000900 189921
071 D000900 57
072 A000900 12
<PAGE> PAGE 46
072 B000900 1597
072 C000900 4547
072 D000900 0
072 E000900 0
072 F000900 1641
072 G000900 0
072 H000900 0
072 I000900 0
072 J000900 26
072 K000900 0
072 L000900 19
072 M000900 7
072 N000900 0
072 O000900 0
072 P000900 0
072 Q000900 0
072 R000900 13
072 S000900 2
072 T000900 0
072 U000900 0
072 V000900 0
072 W000900 3
072 X000900 1711
072 Y000900 0
072 Z000900 4433
072AA000900 15600
072BB000900 265
072CC010900 17408
072CC020900 0
072DD010900 1327
072DD020900 0
072EE000900 5308
073 A010900 0.0100
073 A020900 0.0000
073 B000900 0.0400
073 C000900 0.0000
074 A000900 748
074 B000900 0
074 C000900 26649
074 D000900 0
074 E000900 0
074 F000900 232001
074 G000900 0
074 H000900 0
074 I000900 0
074 J000900 6579
074 K000900 0
074 L000900 585
074 M000900 0
074 N000900 266562
074 O000900 2033
<PAGE> PAGE 47
074 P000900 160
074 Q000900 0
074 R010900 0
074 R020900 0
074 R030900 0
074 R040900 594
074 S000900 0
074 T000900 263775
074 U010900 150119
074 U020900 0
074 V010900 1.76
074 V020900 0.00
074 W000900 0.0000
074 X000900 8
074 Y000900 0
075 A000900 0
075 B000900 216955
076 000900 0.00
008 A001001 SCUDDER KEMPER INVESTMENTS, INC.
008 B001001 A
008 C001001 801-44899
008 D011001 NEW YORK
008 D021001 NY
008 D031001 10154
008 D041001 0100
015 A001001 INVESTORS FIDUCIARY TRUST COMPANY
015 B001001 C
015 C011001 KANSAS CITY
015 C021001 MO
015 C031001 64105
015 E011001 X
015 A001002 STATE STREET BANK AND TRUST COMPANY
015 B001002 S
015 C011002 BOSTON
015 C021002 MA
015 C031002 02110
015 E011002 X
024 001000 N
028 A011000 4049
028 A021000 0
028 A031000 0
028 A041000 1674
028 B011000 2537
028 B021000 0
028 B031000 0
028 B041000 2203
028 C011000 2158
028 C021000 0
028 C031000 0
028 C041000 698
028 D011000 5430
<PAGE> PAGE 48
028 D021000 0
028 D031000 0
028 D041000 463
028 E011000 3067
028 E021000 0
028 E031000 0
028 E041000 1004
028 F011000 2057
028 F021000 0
028 F031000 0
028 F041000 713
028 G011000 19298
028 G021000 0
028 G031000 0
028 G041000 6755
028 H001000 0
045 001000 Y
046 001000 N
047 001000 Y
048 001000 0.750
048 A011000 0
048 A021000 0.000
048 B011000 0
048 B021000 0.000
048 C011000 0
048 C021000 0.000
048 D011000 0
048 D021000 0.000
048 E011000 0
048 E021000 0.000
048 F011000 0
048 F021000 0.000
048 G011000 0
048 G021000 0.000
048 H011000 0
048 H021000 0.000
048 I011000 0
048 I021000 0.000
048 J011000 0
048 J021000 0.000
048 K011000 0
048 K021000 0.000
049 001000 N
050 001000 N
051 001000 N
052 001000 N
053 A001000 N
055 A001000 N
055 B001000 N
056 001000 Y
057 001000 N
<PAGE> PAGE 49
062 A001000 N
062 B001000 0.0
062 C001000 0.0
062 D001000 0.0
062 E001000 0.0
062 F001000 0.0
062 G001000 0.0
062 H001000 0.0
062 I001000 0.0
062 J001000 0.0
062 K001000 0.0
062 L001000 0.0
062 M001000 0.0
062 N001000 0.0
062 O001000 0.0
062 P001000 0.0
062 Q001000 0.0
062 R001000 0.0
063 A001000 0
063 B001000 0.0
066 A001000 Y
066 B001000 N
066 C001000 Y
066 D001000 N
066 E001000 N
066 F001000 N
066 G001000 N
067 001000 N
068 A001000 N
068 B001000 N
069 001000 N
070 A011000 Y
070 A021000 Y
070 B011000 Y
070 B021000 N
070 C011000 N
070 C021000 N
070 D011000 Y
070 D021000 N
070 E011000 Y
070 E021000 N
070 F011000 Y
070 F021000 Y
070 G011000 Y
070 G021000 N
070 H011000 Y
070 H021000 N
070 I011000 N
070 I021000 N
070 J011000 Y
070 J021000 N
<PAGE> PAGE 50
070 K011000 N
070 K021000 N
070 L011000 Y
070 L021000 N
070 M011000 N
070 M021000 N
070 N011000 Y
070 N021000 N
070 O011000 N
070 O021000 N
070 P011000 N
070 P021000 N
070 Q011000 N
070 Q021000 N
070 R011000 N
070 R021000 N
071 A001000 85120
071 B001000 33877
071 C001000 79168
071 D001000 43
072 A001000 12
072 B001000 707
072 C001000 1117
072 D001000 0
072 E001000 0
072 F001000 702
072 G001000 0
072 H001000 0
072 I001000 0
072 J001000 20
072 K001000 0
072 L001000 13
072 M001000 4
072 N001000 0
072 O001000 0
072 P001000 0
072 Q001000 0
072 R001000 6
072 S001000 1
072 T001000 0
072 U001000 0
072 V001000 0
072 W001000 2
072 X001000 748
072 Y001000 0
072 Z001000 1076
072AA001000 7052
072BB001000 9599
072CC011000 0
072CC021000 10477
072DD011000 0
<PAGE> PAGE 51
072DD021000 0
072EE001000 2220
073 A011000 0.0000
073 A021000 0.0000
073 B001000 0.0300
073 C001000 0.0000
074 A001000 18
074 B001000 0
074 C001000 8380
074 D001000 0
074 E001000 0
074 F001000 93543
074 G001000 0
074 H001000 0
074 I001000 0
074 J001000 16
074 K001000 0
074 L001000 198
074 M001000 0
074 N001000 102155
074 O001000 76
074 P001000 60
074 Q001000 0
074 R011000 0
074 R021000 0
074 R031000 0
074 R041000 10
074 S001000 0
074 T001000 102009
074 U011000 95758
074 U021000 0
074 V011000 1.07
074 V021000 0.00
074 W001000 0.0000
074 X001000 8
074 Y001000 0
075 A001000 0
075 B001000 84858
076 001000 0.00
008 A001101 SCUDDER KEMPER INVESTMENTS, INC.
008 B001101 A
008 C001101 801-44899
008 D011101 NEW YORK
008 D021101 NY
008 D031101 10154
008 D041101 0100
015 A001101 INVESTORS FIDUCIARY TRUST COMPANY
015 B001101 C
015 C011101 KANSAS CITY
015 C021101 MO
015 C031101 64105
<PAGE> PAGE 52
015 E011101 X
015 A001102 STATE STREET BANK AND TRUST COMPANY
015 B001102 S
015 C011102 BOSTON
015 C021102 MA
015 C031102 02110
015 E011102 X
015 A001103 THE CHASE MANHATTAN BANK
015 B001103 C
015 C011103 BROOKLYN
015 C021103 NY
015 C031103 11245
015 E041103 X
024 001100 N
028 A011100 5508
028 A021100 0
028 A031100 0
028 A041100 516
028 B011100 5183
028 B021100 0
028 B031100 0
028 B041100 824
028 C011100 3879
028 C021100 0
028 C031100 0
028 C041100 1731
028 D011100 4050
028 D021100 0
028 D031100 0
028 D041100 3164
028 E011100 5566
028 E021100 0
028 E031100 0
028 E041100 524
028 F011100 4229
028 F021100 0
028 F031100 0
028 F041100 952
028 G011100 28415
028 G021100 0
028 G031100 0
028 G041100 7711
028 H001100 0
045 001100 Y
046 001100 N
047 001100 Y
048 001100 0.750
048 A011100 0
048 A021100 0.000
048 B011100 0
048 B021100 0.000
<PAGE> PAGE 53
048 C011100 0
048 C021100 0.000
048 D011100 0
048 D021100 0.000
048 E011100 0
048 E021100 0.000
048 F011100 0
048 F021100 0.000
048 G011100 0
048 G021100 0.000
048 H011100 0
048 H021100 0.000
048 I011100 0
048 I021100 0.000
048 J011100 0
048 J021100 0.000
048 K011100 0
048 K021100 0.000
049 001100 N
050 001100 N
051 001100 N
052 001100 N
053 A001100 N
055 A001100 N
055 B001100 N
056 001100 Y
057 001100 N
062 A001100 N
062 B001100 0.0
062 C001100 0.0
062 D001100 0.0
062 E001100 0.0
062 F001100 0.0
062 G001100 0.0
062 H001100 0.0
062 I001100 0.0
062 J001100 0.0
062 K001100 0.0
062 L001100 0.0
062 M001100 0.0
062 N001100 0.0
062 O001100 0.0
062 P001100 0.0
062 Q001100 0.0
062 R001100 0.0
063 A001100 0
063 B001100 0.0
066 A001100 Y
066 B001100 N
066 C001100 N
066 D001100 Y
<PAGE> PAGE 54
066 E001100 N
066 F001100 N
066 G001100 N
067 001100 N
068 A001100 N
068 B001100 N
069 001100 N
070 A011100 Y
070 A021100 Y
070 B011100 Y
070 B021100 N
070 C011100 N
070 C021100 N
070 D011100 Y
070 D021100 N
070 E011100 Y
070 E021100 N
070 F011100 Y
070 F021100 Y
070 G011100 Y
070 G021100 N
070 H011100 Y
070 H021100 N
070 I011100 N
070 I021100 N
070 J011100 Y
070 J021100 N
070 K011100 N
070 K021100 N
070 L011100 Y
070 L021100 N
070 M011100 Y
070 M021100 N
070 N011100 Y
070 N021100 N
070 O011100 N
070 O021100 N
070 P011100 N
070 P021100 N
070 Q011100 N
070 Q021100 N
070 R011100 N
070 R021100 N
071 A001100 163909
071 B001100 105850
071 C001100 103734
071 D001100 102
072 A001100 12
072 B001100 394
072 C001100 1349
072 D001100 0
<PAGE> PAGE 55
072 E001100 0
072 F001100 825
072 G001100 0
072 H001100 0
072 I001100 0
072 J001100 25
072 K001100 0
072 L001100 0
072 M001100 5
072 N001100 0
072 O001100 0
072 P001100 0
072 Q001100 0
072 R001100 6
072 S001100 1
072 T001100 0
072 U001100 0
072 V001100 0
072 W001100 3
072 X001100 865
072 Y001100 0
072 Z001100 878
072AA001100 16228
072BB001100 12946
072CC011100 14977
072CC021100 0
072DD011100 0
072DD021100 0
072EE001100 2504
073 A011100 0.0000
073 A021100 0.0000
073 B001100 0.0400
073 C001100 0.0000
074 A001100 519
074 B001100 0
074 C001100 5993
074 D001100 0
074 E001100 0
074 F001100 145818
074 G001100 0
074 H001100 0
074 I001100 0
074 J001100 0
074 K001100 0
074 L001100 160
074 M001100 0
074 N001100 152490
074 O001100 0
074 P001100 88
074 Q001100 0
074 R011100 0
<PAGE> PAGE 56
074 R021100 0
074 R031100 0
074 R041100 81
074 S001100 0
074 T001100 152321
074 U011100 91158
074 U021100 0
074 V011100 1.67
074 V021100 0.00
074 W001100 0.0000
074 X001100 8
074 Y001100 0
075 A001100 0
075 B001100 110034
076 001100 0.00
008 A001201 SCUDDER KEMPER INVESTMENTS, INC.
008 B001201 A
008 C001201 801-44899
008 D011201 NEW YORK
008 D021201 NY
008 D031201 10154
008 D041201 0100
015 A001201 INVESTORS FIDUCIARY TRUST COMPANY
015 B001201 C
015 C011201 KANSAS CITY
015 C021201 MO
015 C031201 64105
015 E011201 X
015 A001202 STATE STREET BANK AND TRUST COMPANY
015 B001202 S
015 C011202 BOSTON
015 C021202 MA
015 C031202 02110
015 E011202 X
024 001200 Y
025 A001201 MORGAN STANLEY, DEAN WITTER & CO.
025 B001201 13-2655998
025 C001201 E
025 D001201 142
025 A001202 MERRILL LYNCH & CO., INC.
025 B001202 13-5674085
025 C001202 E
025 D001202 113
025 A001203 BEAR STEARNS COS., INC.
025 B001203 13-3299429
025 C001203 E
025 D001203 60
025 D001204 0
025 D001205 0
025 D001206 0
025 D001207 0
<PAGE> PAGE 57
025 D001208 0
028 A011200 2770
028 A021200 0
028 A031200 0
028 A041200 301
028 B011200 2130
028 B021200 0
028 B031200 0
028 B041200 451
028 C011200 1542
028 C021200 0
028 C031200 0
028 C041200 992
028 D011200 813
028 D021200 0
028 D031200 0
028 D041200 204
028 E011200 2972
028 E021200 0
028 E031200 0
028 E041200 220
028 F011200 507
028 F021200 0
028 F031200 0
028 F041200 36
028 G011200 10734
028 G021200 0
028 G031200 0
028 G041200 2204
028 H001200 0
045 001200 Y
046 001200 N
047 001200 Y
048 001200 0.600
048 A011200 0
048 A021200 0.000
048 B011200 0
048 B021200 0.000
048 C011200 0
048 C021200 0.000
048 D011200 0
048 D021200 0.000
048 E011200 0
048 E021200 0.000
048 F011200 0
048 F021200 0.000
048 G011200 0
048 G021200 0.000
048 H011200 0
048 H021200 0.000
048 I011200 0
<PAGE> PAGE 58
048 I021200 0.000
048 J011200 0
048 J021200 0.000
048 K011200 0
048 K021200 0.000
049 001200 N
050 001200 N
051 001200 N
052 001200 N
053 A001200 N
055 A001200 Y
055 B001200 N
056 001200 Y
057 001200 N
062 A001200 N
062 B001200 0.0
062 C001200 0.0
062 D001200 0.0
062 E001200 0.0
062 F001200 0.0
062 G001200 0.0
062 H001200 0.0
062 I001200 0.0
062 J001200 0.0
062 K001200 0.0
062 L001200 0.0
062 M001200 0.0
062 N001200 0.0
062 O001200 0.0
062 P001200 0.0
062 Q001200 0.0
062 R001200 0.0
063 A001200 0
063 B001200 0.0
066 A001200 Y
066 B001200 N
066 C001200 N
066 D001200 Y
066 E001200 N
066 F001200 N
066 G001200 N
067 001200 N
068 A001200 N
068 B001200 N
069 001200 N
070 A011200 Y
070 A021200 Y
070 B011200 Y
070 B021200 N
070 C011200 Y
070 C021200 N
<PAGE> PAGE 59
070 D011200 Y
070 D021200 N
070 E011200 Y
070 E021200 N
070 F011200 Y
070 F021200 Y
070 G011200 Y
070 G021200 N
070 H011200 Y
070 H021200 N
070 I011200 N
070 I021200 N
070 J011200 Y
070 J021200 N
070 K011200 N
070 K021200 N
070 L011200 Y
070 L021200 Y
070 M011200 Y
070 M021200 N
070 N011200 Y
070 N021200 N
070 O011200 N
070 O021200 N
070 P011200 N
070 P021200 N
070 Q011200 N
070 Q021200 N
070 R011200 N
070 R021200 N
071 A001200 32269
071 B001200 14416
071 C001200 25987
071 D001200 55
072 A001200 12
072 B001200 441
072 C001200 259
072 D001200 0
072 E001200 0
072 F001200 164
072 G001200 0
072 H001200 0
072 I001200 0
072 J001200 16
072 K001200 0
072 L001200 2
072 M001200 2
072 N001200 0
072 O001200 0
072 P001200 0
072 Q001200 0
<PAGE> PAGE 60
072 R001200 2
072 S001200 1
072 T001200 0
072 U001200 0
072 V001200 0
072 W001200 1
072 X001200 188
072 Y001200 0
072 Z001200 512
072AA001200 2536
072BB001200 2363
072CC011200 2240
072CC021200 0
072DD011200 159
072DD021200 0
072EE001200 637
073 A011200 0.0100
073 A021200 0.0000
073 B001200 0.0400
073 C001200 0.0000
074 A001200 45
074 B001200 0
074 C001200 1238
074 D001200 7149
074 E001200 0
074 F001200 29707
074 G001200 0
074 H001200 0
074 I001200 0
074 J001200 1
074 K001200 0
074 L001200 138
074 M001200 0
074 N001200 38278
074 O001200 0
074 P001200 13
074 Q001200 0
074 R011200 0
074 R021200 0
074 R031200 0
074 R041200 0
074 S001200 0
074 T001200 38265
074 U011200 25394
074 U021200 0
074 V011200 1.51
074 V021200 0.00
074 W001200 0.0000
074 X001200 8
074 Y001200 0
075 A001200 0
<PAGE> PAGE 61
075 B001200 27130
076 001200 0.00
008 A001301 SCUDDER KEMPER INVESTMENTS, INC.
008 B001301 A
008 C001301 801-44899
008 D011301 NEW YORK
008 D021301 NY
008 D031301 10154
008 D041301 0100
015 A001301 INVESTORS FIDUCIARY TRUST COMPANY
015 B001301 C
015 C011301 KANSAS CITY
015 C021301 MO
015 C031301 64105
015 E011301 X
015 A001302 STATE STREET BANK AND TRUST COMPANY
015 B001302 S
015 C011302 BOSTON
015 C021302 MA
015 C031302 02110
015 E011302 X
024 001300 Y
025 A001301 LEHMAN BROTHERS HOLDINGS, INC.
025 B001301 13-2518466
025 C001301 E
025 D001301 313
025 A001302 MERRILL LYNCH & CO., INC.
025 B001302 13-5674085
025 C001302 E
025 D001302 73
025 A001303 MORGAN STANLEY, DEAN WITTER & CO.
025 B001303 13-2655998
025 C001303 E
025 D001303 71
025 A001304 BEAR STEARNS COS., INC.
025 B001304 13-3299429
025 C001304 E
025 D001304 52
025 D001305 0
025 D001306 0
025 D001307 0
025 D001308 0
028 A011300 2822
028 A021300 0
028 A031300 0
028 A041300 155
028 B011300 2635
028 B021300 0
028 B031300 0
028 B041300 441
028 C011300 4257
<PAGE> PAGE 62
028 C021300 0
028 C031300 0
028 C041300 2004
028 D011300 3734
028 D021300 0
028 D031300 0
028 D041300 202
028 E011300 3639
028 E021300 0
028 E031300 0
028 E041300 83
028 F011300 3572
028 F021300 0
028 F031300 0
028 F041300 173
028 G011300 20659
028 G021300 0
028 G031300 0
028 G041300 3058
028 H001300 0
045 001300 Y
046 001300 N
047 001300 Y
048 001300 0.600
048 A011300 0
048 A021300 0.000
048 B011300 0
048 B021300 0.000
048 C011300 0
048 C021300 0.000
048 D011300 0
048 D021300 0.000
048 E011300 0
048 E021300 0.000
048 F011300 0
048 F021300 0.000
048 G011300 0
048 G021300 0.000
048 H011300 0
048 H021300 0.000
048 I011300 0
048 I021300 0.000
048 J011300 0
048 J021300 0.000
048 K011300 0
048 K021300 0.000
049 001300 N
050 001300 N
051 001300 N
052 001300 N
053 A001300 N
<PAGE> PAGE 63
055 A001300 Y
055 B001300 N
056 001300 Y
057 001300 N
062 A001300 N
062 B001300 0.0
062 C001300 0.0
062 D001300 0.0
062 E001300 0.0
062 F001300 0.0
062 G001300 0.0
062 H001300 0.0
062 I001300 0.0
062 J001300 0.0
062 K001300 0.0
062 L001300 0.0
062 M001300 0.0
062 N001300 0.0
062 O001300 0.0
062 P001300 0.0
062 Q001300 0.0
062 R001300 0.0
063 A001300 0
063 B001300 0.0
066 A001300 Y
066 B001300 N
066 C001300 N
066 D001300 N
066 E001300 Y
066 F001300 N
066 G001300 N
067 001300 N
068 A001300 N
068 B001300 N
069 001300 N
070 A011300 Y
070 A021300 Y
070 B011300 Y
070 B021300 N
070 C011300 Y
070 C021300 N
070 D011300 Y
070 D021300 N
070 E011300 Y
070 E021300 Y
070 F011300 Y
070 F021300 N
070 G011300 Y
070 G021300 N
070 H011300 Y
070 H021300 N
<PAGE> PAGE 64
070 I011300 N
070 I021300 N
070 J011300 Y
070 J021300 N
070 K011300 N
070 K021300 N
070 L011300 Y
070 L021300 Y
070 M011300 Y
070 M021300 N
070 N011300 Y
070 N021300 N
070 O011300 N
070 O021300 N
070 P011300 N
070 P021300 N
070 Q011300 N
070 Q021300 N
070 R011300 N
070 R021300 N
071 A001300 38644
071 B001300 12595
071 C001300 35572
071 D001300 35
072 A001300 12
072 B001300 1055
072 C001300 271
072 D001300 0
072 E001300 0
072 F001300 223
072 G001300 0
072 H001300 0
072 I001300 0
072 J001300 14
072 K001300 0
072 L001300 1
072 M001300 1
072 N001300 0
072 O001300 0
072 P001300 0
072 Q001300 0
072 R001300 1
072 S001300 1
072 T001300 0
072 U001300 0
072 V001300 0
072 W001300 1
072 X001300 242
072 Y001300 0
072 Z001300 1084
072AA001300 2307
<PAGE> PAGE 65
072BB001300 2289
072CC011300 3090
072CC021300 0
072DD011300 223
072DD021300 0
072EE001300 670
073 A011300 0.0100
073 A021300 0.0000
073 B001300 0.0300
073 C001300 0.0000
074 A001300 0
074 B001300 0
074 C001300 1950
074 D001300 21601
074 E001300 0
074 F001300 33508
074 G001300 0
074 H001300 0
074 I001300 0
074 J001300 0
074 K001300 0
074 L001300 425
074 M001300 0
074 N001300 57484
074 O001300 0
074 P001300 16
074 Q001300 0
074 R011300 0
074 R021300 0
074 R031300 0
074 R041300 57
074 S001300 0
074 T001300 57411
074 U011300 41184
074 U021300 0
074 V011300 1.39
074 V021300 0.00
074 W001300 0.0000
074 X001300 8
074 Y001300 0
075 A001300 0
075 B001300 37219
076 001300 0.00
008 A001401 SCUDDER KEMPER INVESTMENTS, INC.
008 B001401 A
008 C001401 801-44899
008 D011401 NEW YORK
008 D021401 NY
008 D031401 10154
008 D041401 0100
015 A001401 INVESTORS FIDUCIARY TRUST COMPANY
<PAGE> PAGE 66
015 B001401 C
015 C011401 KANSAS CITY
015 C021401 MO
015 C031401 64105
015 E011401 X
015 A001402 STATE STREET BANK AND TRUST COMPANY
015 B001402 S
015 C011402 BOSTON
015 C021402 MA
015 C031402 02110
015 E011402 X
024 001400 Y
025 A001401 MERRILL LYNCH & CO., INC.
025 B001401 13-5674085
025 C001401 E
025 D001401 127
025 A001402 MORGAN STANLEY, DEAN WITTER & CO.
025 B001402 13-2655998
025 C001402 E
025 D001402 35
025 A001403 BEAR STEARNS COS., INC.
025 B001403 13-3299429
025 C001403 E
025 D001403 15
025 D001404 0
025 D001405 0
025 D001406 0
025 D001407 0
025 D001408 0
028 A011400 1105
028 A021400 0
028 A031400 0
028 A041400 344
028 B011400 1569
028 B021400 0
028 B031400 0
028 B041400 137
028 C011400 1319
028 C021400 0
028 C031400 0
028 C041400 213
028 D011400 1425
028 D021400 0
028 D031400 0
028 D041400 466
028 E011400 1942
028 E021400 0
028 E031400 0
028 E041400 436
028 F011400 2235
028 F021400 0
<PAGE> PAGE 67
028 F031400 0
028 F041400 317
028 G011400 9595
028 G021400 0
028 G031400 0
028 G041400 1913
028 H001400 0
045 001400 Y
046 001400 N
047 001400 Y
048 001400 0.600
048 A011400 0
048 A021400 0.000
048 B011400 0
048 B021400 0.000
048 C011400 0
048 C021400 0.000
048 D011400 0
048 D021400 0.000
048 E011400 0
048 E021400 0.000
048 F011400 0
048 F021400 0.000
048 G011400 0
048 G021400 0.000
048 H011400 0
048 H021400 0.000
048 I011400 0
048 I021400 0.000
048 J011400 0
048 J021400 0.000
048 K011400 0
048 K021400 0.000
049 001400 N
050 001400 N
051 001400 N
052 001400 N
053 A001400 N
055 A001400 Y
055 B001400 N
056 001400 Y
057 001400 N
062 A001400 N
062 B001400 0.0
062 C001400 0.0
062 D001400 0.0
062 E001400 0.0
062 F001400 0.0
062 G001400 0.0
062 H001400 0.0
062 I001400 0.0
<PAGE> PAGE 68
062 J001400 0.0
062 K001400 0.0
062 L001400 0.0
062 M001400 0.0
062 N001400 0.0
062 O001400 0.0
062 P001400 0.0
062 Q001400 0.0
062 R001400 0.0
063 A001400 0
063 B001400 0.0
066 A001400 Y
066 B001400 N
066 C001400 N
066 D001400 N
066 E001400 N
066 F001400 Y
066 G001400 N
067 001400 N
068 A001400 N
068 B001400 N
069 001400 N
070 A011400 Y
070 A021400 Y
070 B011400 Y
070 B021400 N
070 C011400 Y
070 C021400 N
070 D011400 Y
070 D021400 N
070 E011400 Y
070 E021400 N
070 F011400 Y
070 F021400 Y
070 G011400 Y
070 G021400 N
070 H011400 Y
070 H021400 N
070 I011400 N
070 I021400 N
070 J011400 Y
070 J021400 N
070 K011400 N
070 K021400 N
070 L011400 Y
070 L021400 Y
070 M011400 Y
070 M021400 N
070 N011400 Y
070 N021400 N
070 O011400 N
<PAGE> PAGE 69
070 O021400 N
070 P011400 N
070 P021400 N
070 Q011400 N
070 Q021400 N
070 R011400 N
070 R021400 N
071 A001400 25162
071 B001400 9127
071 C001400 21966
071 D001400 42
072 A001400 12
072 B001400 935
072 C001400 113
072 D001400 0
072 E001400 0
072 F001400 137
072 G001400 0
072 H001400 0
072 I001400 0
072 J001400 13
072 K001400 0
072 L001400 1
072 M001400 1
072 N001400 0
072 O001400 0
072 P001400 0
072 Q001400 0
072 R001400 1
072 S001400 0
072 T001400 0
072 U001400 0
072 V001400 0
072 W001400 1
072 X001400 154
072 Y001400 0
072 Z001400 894
072AA001400 1377
072BB001400 1365
072CC011400 1250
072CC021400 0
072DD011400 154
072DD021400 0
072EE001400 460
073 A011400 0.0100
073 A021400 0.0000
073 B001400 0.0300
073 C001400 0.0000
074 A001400 127
074 B001400 0
074 C001400 998
<PAGE> PAGE 70
074 D001400 18520
074 E001400 0
074 F001400 12838
074 G001400 0
074 H001400 0
074 I001400 0
074 J001400 0
074 K001400 0
074 L001400 325
074 M001400 0
074 N001400 32808
074 O001400 0
074 P001400 12
074 Q001400 0
074 R011400 0
074 R021400 0
074 R031400 0
074 R041400 55
074 S001400 0
074 T001400 32741
074 U011400 25088
074 U021400 0
074 V011400 1.31
074 V021400 0.00
074 W001400 0.0000
074 X001400 8
074 Y001400 0
075 A001400 0
075 B001400 22854
076 001400 0.00
008 A001501 SCUDDER KEMPER INVESTMENTS, INC.
008 B001501 A
008 C001501 801-44899
008 D011501 NEW YORK
008 D021501 NY
008 D031501 10154
008 D041501 0100
015 A001501 INVESTORS FIDUCIARY TRUST COMPANY
015 B001501 C
015 C011501 KANSAS CITY
015 C021501 MO
015 C031501 64105
015 E011501 X
015 A001502 STATE STREET BANK AND TRUST COMPANY
015 B001502 S
015 C011502 BOSTON
015 C021502 MA
015 C031502 02110
015 E011502 X
015 A001503 THE CHASE MANHATTAN BANK
015 B001503 C
<PAGE> PAGE 71
015 C011503 BROOKLYN
015 C021503 NY
015 C031503 11245
015 E041503 X
024 001500 N
028 A011500 5236
028 A021500 0
028 A031500 0
028 A041500 0
028 B011500 3444
028 B021500 0
028 B031500 0
028 B041500 209
028 C011500 4140
028 C021500 0
028 C031500 0
028 C041500 0
028 D011500 4034
028 D021500 0
028 D031500 0
028 D041500 204
028 E011500 7188
028 E021500 0
028 E031500 0
028 E041500 313
028 F011500 3839
028 F021500 0
028 F031500 0
028 F041500 157
028 G011500 27881
028 G021500 0
028 G031500 0
028 G041500 883
028 H001500 0
045 001500 Y
046 001500 N
047 001500 Y
048 001500 0.650
048 A011500 0
048 A021500 0.000
048 B011500 0
048 B021500 0.000
048 C011500 0
048 C021500 0.000
048 D011500 0
048 D021500 0.000
048 E011500 0
048 E021500 0.000
048 F011500 0
048 F021500 0.000
048 G011500 0
<PAGE> PAGE 72
048 G021500 0.000
048 H011500 0
048 H021500 0.000
048 I011500 0
048 I021500 0.000
048 J011500 0
048 J021500 0.000
048 K011500 0
048 K021500 0.000
049 001500 N
050 001500 N
051 001500 N
052 001500 N
053 A001500 N
055 A001500 N
055 B001500 N
056 001500 Y
057 001500 N
062 A001500 N
062 B001500 0.0
062 C001500 0.0
062 D001500 0.0
062 E001500 0.0
062 F001500 0.0
062 G001500 0.0
062 H001500 0.0
062 I001500 0.0
062 J001500 0.0
062 K001500 0.0
062 L001500 0.0
062 M001500 0.0
062 N001500 0.0
062 O001500 0.0
062 P001500 0.0
062 Q001500 0.0
062 R001500 0.0
063 A001500 0
063 B001500 0.0
066 A001500 Y
066 B001500 N
066 C001500 N
066 D001500 N
066 E001500 Y
066 F001500 N
066 G001500 N
067 001500 N
068 A001500 N
068 B001500 N
069 001500 N
070 A011500 Y
070 A021500 Y
<PAGE> PAGE 73
070 B011500 Y
070 B021500 N
070 C011500 Y
070 C021500 N
070 D011500 Y
070 D021500 N
070 E011500 Y
070 E021500 N
070 F011500 Y
070 F021500 N
070 G011500 Y
070 G021500 N
070 H011500 Y
070 H021500 N
070 I011500 N
070 I021500 N
070 J011500 Y
070 J021500 N
070 K011500 N
070 K021500 N
070 L011500 Y
070 L021500 N
070 M011500 Y
070 M021500 N
070 N011500 Y
070 N021500 N
070 O011500 N
070 O021500 N
070 P011500 N
070 P021500 N
070 Q011500 N
070 Q021500 N
070 R011500 N
070 R021500 N
071 A001500 88368
071 B001500 40224
071 C001500 39500
071 D001500 102
072 A001500 12
072 B001500 297
072 C001500 618
072 D001500 0
072 E001500 0
072 F001500 306
072 G001500 0
072 H001500 0
072 I001500 0
072 J001500 37
072 K001500 0
072 L001500 2
072 M001500 3
<PAGE> PAGE 74
072 N001500 0
072 O001500 0
072 P001500 0
072 Q001500 0
072 R001500 6
072 S001500 0
072 T001500 0
072 U001500 0
072 V001500 0
072 W001500 3
072 X001500 357
072 Y001500 0
072 Z001500 558
072AA001500 2940
072BB001500 5924
072CC011500 8770
072CC021500 0
072DD011500 286
072DD021500 0
072EE001500 0
073 A011500 0.0100
073 A021500 0.0000
073 B001500 0.0000
073 C001500 0.0000
074 A001500 20
074 B001500 0
074 C001500 9991
074 D001500 0
074 E001500 1186
074 F001500 67155
074 G001500 0
074 H001500 0
074 I001500 0
074 J001500 150
074 K001500 0
074 L001500 277
074 M001500 0
074 N001500 78779
074 O001500 321
074 P001500 56
074 Q001500 0
074 R011500 0
074 R021500 0
074 R031500 0
074 R041500 88
074 S001500 0
074 T001500 78314
074 U011500 62168
074 U021500 0
074 V011500 1.26
074 V021500 0.00
<PAGE> PAGE 75
074 W001500 0.0000
074 X001500 8
074 Y001500 0
075 A001500 0
075 B001500 44682
076 001500 0.00
008 A001601 SCUDDER KEMPER INVESTMENTS, INC.
008 B001601 A
008 C001601 801-44899
008 D011601 NEW YORK
008 D021601 NY
008 D031601 10154
008 D041601 0100
008 A001602 ZURICH INVESTMENT MANAGEMENT LIMITED
008 B001602 S
008 C001602 801-45306
008 D011602 LONDON
008 D051602 UK
008 D061602 EC4M 7RQ
015 A001601 INVESTORS FIDUCIARY TRUST COMPANY
015 B001601 C
015 C011601 KANSAS CITY
015 C021601 MO
015 C031601 64105
015 E011601 X
015 A001602 STATE STREEET BANK AND TRUST COMPANY
015 B001602 S
015 C011602 BOSTON
015 C021602 MA
015 C031602 02110
015 E011602 X
015 A001603 THE CHASE MANHATTAN BANK
015 B001603 C
015 C011603 BROOKLYN
015 C021603 NY
015 C031603 11245
015 E041603 X
024 001600 N
028 A011600 279
028 A021600 0
028 A031600 0
028 A041600 394
028 B011600 178
028 B021600 0
028 B031600 0
028 B041600 153
028 C011600 131
028 C021600 0
028 C031600 0
028 C041600 298
028 D011600 266
<PAGE> PAGE 76
028 D021600 0
028 D031600 0
028 D041600 37
028 E011600 244
028 E021600 0
028 E031600 0
028 E041600 244
028 F011600 319
028 F021600 0
028 F031600 0
028 F041600 274
028 G011600 1417
028 G021600 0
028 G031600 0
028 G041600 1400
028 H001600 0
045 001600 Y
046 001600 N
047 001600 Y
048 001600 0.750
048 A011600 0
048 A021600 0.000
048 B011600 0
048 B021600 0.000
048 C011600 0
048 C021600 0.000
048 D011600 0
048 D021600 0.000
048 E011600 0
048 E021600 0.000
048 F011600 0
048 F021600 0.000
048 G011600 0
048 G021600 0.000
048 H011600 0
048 H021600 0.000
048 I011600 0
048 I021600 0.000
048 J011600 0
048 J021600 0.000
048 K011600 0
048 K021600 0.000
049 001600 N
050 001600 N
051 001600 N
052 001600 N
053 A001600 N
055 A001600 N
055 B001600 N
056 001600 Y
057 001600 N
<PAGE> PAGE 77
062 A001600 Y
062 B001600 0.0
062 C001600 0.0
062 D001600 2.5
062 E001600 0.0
062 F001600 0.0
062 G001600 0.0
062 H001600 0.0
062 I001600 0.0
062 J001600 0.0
062 K001600 0.0
062 L001600 0.0
062 M001600 25.3
062 N001600 0.0
062 O001600 0.0
062 P001600 0.0
062 Q001600 72.2
062 R001600 0.0
063 A001600 0
063 B001600 7.1
064 A001600 N
064 B001600 N
066 A001600 N
067 001600 N
068 A001600 N
068 B001600 Y
069 001600 N
070 A011600 Y
070 A021600 Y
070 B011600 Y
070 B021600 N
070 C011600 Y
070 C021600 N
070 D011600 Y
070 D021600 N
070 E011600 Y
070 E021600 N
070 F011600 Y
070 F021600 N
070 G011600 Y
070 G021600 N
070 H011600 Y
070 H021600 N
070 I011600 N
070 I021600 N
070 J011600 Y
070 J021600 N
070 K011600 N
070 K021600 N
070 L011600 Y
070 L021600 Y
<PAGE> PAGE 78
070 M011600 Y
070 M021600 Y
070 N011600 Y
070 N021600 N
070 O011600 N
070 O021600 N
070 P011600 N
070 P021600 N
070 Q011600 N
070 Q021600 N
070 R011600 N
070 R021600 N
071 A001600 15005
071 B001600 12174
071 C001600 3692
071 D001600 330
072 A001600 12
072 B001600 222
072 C001600 0
072 D001600 0
072 E001600 0
072 F001600 31
072 G001600 0
072 H001600 0
072 I001600 0
072 J001600 9
072 K001600 0
072 L001600 0
072 M001600 1
072 N001600 0
072 O001600 0
072 P001600 0
072 Q001600 0
072 R001600 1
072 S001600 0
072 T001600 0
072 U001600 0
072 V001600 0
072 W001600 2
072 X001600 44
072 Y001600 0
072 Z001600 178
072AA001600 431
072BB001600 303
072CC011600 127
072CC021600 0
072DD011600 73
072DD021600 0
072EE001600 36
073 A011600 0.0200
073 A021600 0.0000
<PAGE> PAGE 79
073 B001600 0.0100
073 C001600 0.0000
074 A001600 0
074 B001600 121
074 C001600 0
074 D001600 4814
074 E001600 0
074 F001600 0
074 G001600 0
074 H001600 0
074 I001600 0
074 J001600 0
074 K001600 0
074 L001600 103
074 M001600 0
074 N001600 5038
074 O001600 0
074 P001600 3
074 Q001600 0
074 R011600 0
074 R021600 0
074 R031600 0
074 R041600 12
074 S001600 0
074 T001600 5023
074 U011600 4530
074 U021600 0
074 V011600 1.11
074 V021600 0.00
074 W001600 0.0000
074 X001600 8
074 Y001600 0
075 A001600 0
075 B001600 3923
076 001600 0.00
008 A001701 SCUDDER KEMPER INVESTMENTS, INC.
008 B001701 A
008 C001701 801-44899
008 D011701 NEW YORK
008 D021701 NY
008 D031701 10154
008 D041701 0100
008 A001702 DREMAN VALUE MANAGEMENT, L.L.C.
008 B001702 S
008 C001702 801-54255
008 D011702 NEW JERSEY
008 D021702 NJ
008 D031702 07701
015 A001701 STATE STREET BANK AND TRUST COMPANY
015 B001701 C
015 C011701 BOSTON
<PAGE> PAGE 80
015 C021701 MA
015 C031701 02110
015 E011701 X
024 001700 Y
025 A001701 MERRILL LYNCH & CO., INC.
025 B001701 13-5674085
025 C001701 E
025 D001701 240
025 A001702 J.P. MORGAN & CO., INC.
025 B001702 13-3224016
025 C001702 E
025 D001702 189
025 A001703 LEHMAN BROTHERS HOLDINGS INC.
025 B001703 13-2518466
025 C001703 E
025 D001703 167
025 A001704 BEAR STEARNS COS.
025 B001704 13-3299429
025 C001704 E
025 D001704 123
025 D001705 0
025 D001706 0
025 D001707 0
025 D001708 0
028 A011700 8347
028 A021700 0
028 A031700 0
028 A041700 0
028 B011700 6059
028 B021700 0
028 B031700 0
028 B041700 90
028 C011700 5747
028 C021700 0
028 C031700 0
028 C041700 0
028 D011700 5717
028 D021700 0
028 D031700 0
028 D041700 60
028 E011700 9296
028 E021700 0
028 E031700 0
028 E041700 0
028 F011700 9923
028 F021700 0
028 F031700 0
028 F041700 0
028 G011700 45089
028 G021700 0
028 G031700 0
<PAGE> PAGE 81
028 G041700 150
028 H001700 0
045 001700 Y
046 001700 N
047 001700 Y
048 001700 0.000
048 A011700 250000
048 A021700 0.750
048 B011700 750000
048 B021700 0.720
048 C011700 1500000
048 C021700 0.700
048 D011700 2500000
048 D021700 0.680
048 E011700 2500000
048 E021700 0.650
048 F011700 2500000
048 F021700 0.640
048 G011700 2500000
048 G021700 0.630
048 H011700 0
048 H021700 0.000
048 I011700 0
048 I021700 0.000
048 J011700 0
048 J021700 0.000
048 K011700 12500000
048 K021700 0.620
049 001700 N
050 001700 N
051 001700 N
052 001700 N
053 A001700 Y
053 B001700 Y
055 A001700 N
055 B001700 N
056 001700 Y
057 001700 N
062 A001700 N
062 B001700 0.0
062 C001700 0.0
062 D001700 0.0
062 E001700 0.0
062 F001700 0.0
062 G001700 0.0
062 H001700 0.0
062 I001700 0.0
062 J001700 0.0
062 K001700 0.0
062 L001700 0.0
062 M001700 0.0
<PAGE> PAGE 82
062 N001700 0.0
062 O001700 0.0
062 P001700 0.0
062 Q001700 0.0
062 R001700 0.0
063 A001700 0
063 B001700 0.0
066 A001700 Y
066 B001700 N
066 C001700 N
066 D001700 N
066 E001700 N
066 F001700 N
066 G001700 Y
067 001700 N
068 A001700 N
068 B001700 N
069 001700 N
070 A011700 Y
070 A021700 Y
070 B011700 Y
070 B021700 N
070 C011700 Y
070 C021700 N
070 D011700 Y
070 D021700 N
070 E011700 Y
070 E021700 N
070 F011700 Y
070 F021700 Y
070 G011700 Y
070 G021700 N
070 H011700 Y
070 H021700 N
070 I011700 N
070 I021700 N
070 J011700 Y
070 J021700 N
070 K011700 Y
070 K021700 N
070 L011700 N
070 L021700 N
070 M011700 N
070 M021700 N
070 N011700 Y
070 N021700 N
070 O011700 N
070 O021700 N
070 P011700 N
070 P021700 N
070 Q011700 N
<PAGE> PAGE 83
070 Q021700 N
070 R011700 N
070 R021700 N
071 A001700 44127
071 B001700 632
071 C001700 19414
071 D001700 5
072 A001700 8
072 B001700 223
072 C001700 384
072 D001700 0
072 E001700 0
072 F001700 125
072 G001700 0
072 H001700 0
072 I001700 0
072 J001700 14
072 K001700 0
072 L001700 0
072 M001700 1
072 N001700 16
072 O001700 0
072 P001700 0
072 Q001700 0
072 R001700 8
072 S001700 1
072 T001700 0
072 U001700 3
072 V001700 0
072 W001700 0
072 X001700 168
072 Y001700 25
072 Z001700 464
072AA001700 757
072BB001700 518
072CC011700 2597
072CC021700 0
072DD011700 0
072DD021700 0
072EE001700 0
073 A011700 0.0000
073 A021700 0.0000
073 B001700 0.0000
073 C001700 0.0000
074 A001700 418
074 B001700 0
074 C001700 13630
074 D001700 0
074 E001700 0
074 F001700 45704
074 G001700 0
<PAGE> PAGE 84
074 H001700 0
074 I001700 0
074 J001700 0
074 K001700 0
074 L001700 382
074 M001700 0
074 N001700 60134
074 O001700 744
074 P001700 72
074 Q001700 0
074 R011700 0
074 R021700 0
074 R031700 0
074 R041700 24
074 S001700 0
074 T001700 59294
074 U011700 57650
074 U021700 0
074 V011700 1.03
074 V021700 0.00
074 W001700 0.0000
074 X001700 8
074 Y001700 105
075 A001700 0
075 B001700 25725
076 001700 0.00
008 A001801 SCUDDER KEMPER INVESTMENTS, INC.
008 B001801 A
008 C001801 801-44899
008 D011801 NEW YORK
008 D021801 NY
008 D031801 10154
008 D041801 0100
008 A001802 DREMAN VALUE MANAGEMENT, L.L.C.
008 B001802 S
008 C001802 801-54255
008 D011802 NEW JERSEY
008 D021802 NJ
008 D031802 07701
015 A001801 STATE STREET BANK AND TRUST COMPANY
015 B001801 C
015 C011801 BOSTON
015 C021801 MA
015 C031801 02110
015 E011801 X
015 A001802 THE CHASE MANHATTAN BANK
015 B001802 C
015 C011802 BROOKLYN
015 C021802 NY
015 C031802 11245
015 E041802 X
<PAGE> PAGE 85
024 001800 Y
025 A001801 MERRILL LYNCH & CO., INC.
025 B001801 13-5674085
025 C001801 E
025 D001801 320
025 A001802 J.P. MORGAN & CO., INC.
025 B001802 13-3224016
025 C001802 E
025 D001802 221
025 A001803 BEAR STEARNS COS.
025 B001803 13-3299429
025 C001803 E
025 D001803 75
025 A001804 LEHMAN BROTHERS HOLDINGS, INC.
025 B001804 13-2518466
025 C001804 E
025 D001804 74
025 D001805 0
025 D001806 0
025 D001807 0
025 D001808 0
028 A011800 2640
028 A021800 0
028 A031800 0
028 A041800 0
028 B011800 2113
028 B021800 0
028 B031800 0
028 B041800 66
028 C011800 1240
028 C021800 0
028 C031800 0
028 C041800 174
028 D011800 1488
028 D021800 0
028 D031800 0
028 D041800 161
028 E011800 1732
028 E021800 0
028 E031800 0
028 E041800 101
028 F011800 1665
028 F021800 0
028 F031800 0
028 F041800 167
028 G011800 10878
028 G021800 0
028 G031800 0
028 G041800 669
028 H001800 0
045 001800 Y
<PAGE> PAGE 86
046 001800 N
047 001800 Y
048 001800 0.000
048 A011800 250000
048 A021800 0.750
048 B011800 750000
048 B021800 0.720
048 C011800 1500000
048 C021800 0.700
048 D011800 2500000
048 D021800 0.680
048 E011800 2500000
048 E021800 0.650
048 F011800 2500000
048 F021800 0.640
048 G011800 2500000
048 G021800 0.630
048 H011800 0
048 H021800 0.000
048 I011800 0
048 I021800 0.000
048 J011800 0
048 J021800 0.000
048 K011800 12500000
048 K021800 0.620
049 001800 N
050 001800 N
051 001800 N
052 001800 N
053 A001800 Y
053 B001800 Y
055 A001800 N
055 B001800 N
056 001800 Y
057 001800 N
062 A001800 N
062 B001800 0.0
062 C001800 0.0
062 D001800 0.0
062 E001800 0.0
062 F001800 0.0
062 G001800 0.0
062 H001800 0.0
062 I001800 0.0
062 J001800 0.0
062 K001800 0.0
062 L001800 0.0
062 M001800 0.0
062 N001800 0.0
062 O001800 0.0
062 P001800 0.0
<PAGE> PAGE 87
062 Q001800 0.0
062 R001800 0.0
063 A001800 0
063 B001800 0.0
066 A001800 Y
066 B001800 N
066 C001800 Y
066 D001800 N
066 E001800 N
066 F001800 N
066 G001800 N
067 001800 N
068 A001800 N
068 B001800 N
069 001800 N
070 A011800 Y
070 A021800 Y
070 B011800 Y
070 B021800 N
070 C011800 Y
070 C021800 N
070 D011800 Y
070 D021800 N
070 E011800 Y
070 E021800 N
070 F011800 Y
070 F021800 N
070 G011800 Y
070 G021800 N
070 H011800 Y
070 H021800 N
070 I011800 N
070 I021800 N
070 J011800 Y
070 J021800 N
070 K011800 Y
070 K021800 N
070 L011800 Y
070 L021800 Y
070 M011800 Y
070 M021800 N
070 N011800 N
070 N021800 N
070 O011800 N
070 O021800 N
070 P011800 N
070 P021800 N
070 Q011800 N
070 Q021800 N
070 R011800 Y
070 R021800 N
<PAGE> PAGE 88
071 A001800 14796
071 B001800 363
071 C001800 8655
071 D001800 6
072 A001800 8
072 B001800 17
072 C001800 107
072 D001800 0
072 E001800 0
072 F001800 41
072 G001800 0
072 H001800 0
072 I001800 0
072 J001800 10
072 K001800 0
072 L001800 2
072 M001800 1
072 N001800 4
072 O001800 0
072 P001800 0
072 Q001800 0
072 R001800 7
072 S001800 1
072 T001800 0
072 U001800 3
072 V001800 0
072 W001800 0
072 X001800 69
072 Y001800 15
072 Z001800 70
072AA001800 24
072BB001800 21
072CC011800 305
072CC021800 0
072DD011800 0
072DD021800 0
072EE001800 0
073 A011800 0.0000
073 A021800 0.0000
073 B001800 0.0000
073 C001800 0.0000
074 A001800 226
074 B001800 0
074 C001800 869
074 D001800 0
074 E001800 0
074 F001800 14728
074 G001800 0
074 H001800 0
074 I001800 0
074 J001800 0
<PAGE> PAGE 89
074 K001800 0
074 L001800 30
074 M001800 0
074 N001800 15853
074 O001800 309
074 P001800 14
074 Q001800 0
074 R011800 0
074 R021800 0
074 R031800 0
074 R041800 14
074 S001800 0
074 T001800 15516
074 U011800 15868
074 U021800 0
074 V011800 0.98
074 V021800 0.00
074 W001800 0.0000
074 X001800 8
074 Y001800 0
075 A001800 0
075 B001800 8061
076 001800 0.00
008 A001901 SCUDDER KEMPER INVESTMENTS, INC.
008 B001901 A
008 C001901 801-44899
008 D011901 NEW YORK
008 D021901 NY
008 D031901 10154
008 D041901 0100
015 A001901 BROWN BROTHERS HARRIMAN & CO.
015 B001901 C
015 C011901 BOSTON
015 C021901 MA
015 C031901 02109
015 E011901 X
024 001900 N
028 A011900 328
028 A021900 0
028 A031900 0
028 A041900 25
028 B011900 645
028 B021900 0
028 B031900 0
028 B041900 1
028 C011900 355
028 C021900 0
028 C031900 0
028 C041900 4
028 D011900 296
028 D021900 0
<PAGE> PAGE 90
028 D031900 0
028 D041900 6
028 E011900 595
028 E021900 0
028 E031900 0
028 E041900 2
028 F011900 473
028 F021900 0
028 F031900 0
028 F041900 44
028 G011900 2692
028 G021900 0
028 G031900 0
028 G041900 82
028 H001900 0
045 001900 Y
046 001900 N
047 001900 Y
048 001900 0.000
048 A011900 250000
048 A021900 1.000
048 B011900 750000
048 B021900 0.950
048 C011900 0
048 C021900 0.000
048 D011900 0
048 D021900 0.000
048 E011900 0
048 E021900 0.000
048 F011900 0
048 F021900 0.000
048 G011900 0
048 G021900 0.000
048 H011900 0
048 H021900 0.000
048 I011900 0
048 I021900 0.000
048 J011900 0
048 J021900 0.000
048 K011900 1000000
048 K021900 0.900
049 001900 N
050 001900 N
051 001900 N
052 001900 N
053 A001900 Y
053 B001900 Y
055 A001900 N
055 B001900 N
056 001900 Y
057 001900 N
<PAGE> PAGE 91
062 A001900 N
062 B001900 0.0
062 C001900 0.0
062 D001900 0.0
062 E001900 0.0
062 F001900 0.0
062 G001900 0.0
062 H001900 0.0
062 I001900 0.0
062 J001900 0.0
062 K001900 0.0
062 L001900 0.0
062 M001900 0.0
062 N001900 0.0
062 O001900 0.0
062 P001900 0.0
062 Q001900 0.0
062 R001900 0.0
063 A001900 0
063 B001900 0.0
066 A001900 Y
066 B001900 N
066 C001900 N
066 D001900 Y
066 E001900 N
066 F001900 N
066 G001900 N
067 001900 N
068 A001900 N
068 B001900 Y
069 001900 N
070 A011900 Y
070 A021900 Y
070 B011900 Y
070 B021900 N
070 C011900 Y
070 C021900 N
070 D011900 Y
070 D021900 N
070 E011900 Y
070 E021900 N
070 F011900 Y
070 F021900 N
070 G011900 Y
070 G021900 N
070 H011900 Y
070 H021900 N
070 I011900 N
070 I021900 N
070 J011900 Y
070 J021900 N
<PAGE> PAGE 92
070 K011900 N
070 K021900 N
070 L011900 Y
070 L021900 Y
070 M011900 Y
070 M021900 N
070 N011900 Y
070 N021900 N
070 O011900 N
070 O021900 N
070 P011900 N
070 P021900 N
070 Q011900 N
070 Q021900 N
070 R011900 N
070 R021900 N
071 A001900 3877
071 B001900 671
071 C001900 1507
071 D001900 67
072 A001900 8
072 B001900 12
072 C001900 16
072 D001900 0
072 E001900 0
072 F001900 12
072 G001900 0
072 H001900 0
072 I001900 0
072 J001900 5
072 K001900 0
072 L001900 1
072 M001900 0
072 N001900 1
072 O001900 0
072 P001900 0
072 Q001900 0
072 R001900 7
072 S001900 0
072 T001900 0
072 U001900 3
072 V001900 0
072 W001900 0
072 X001900 29
072 Y001900 11
072 Z001900 10
072AA001900 15
072BB001900 68
072CC011900 147
072CC021900 0
072DD011900 0
<PAGE> PAGE 93
072DD021900 0
072EE001900 0
073 A011900 0.0000
073 A021900 0.0000
073 B001900 0.0000
073 C001900 0.0000
074 A001900 1
074 B001900 0
074 C001900 445
074 D001900 270
074 E001900 0
074 F001900 3033
074 G001900 0
074 H001900 0
074 I001900 0
074 J001900 0
074 K001900 0
074 L001900 19
074 M001900 0
074 N001900 3768
074 O001900 175
074 P001900 0
074 Q001900 0
074 R011900 0
074 R021900 0
074 R031900 0
074 R041900 9
074 S001900 0
074 T001900 3584
074 U011900 3661
074 U021900 0
074 V011900 0.98
074 V021900 0.00
074 W001900 0.0000
074 X001900 8
074 Y001900 0
075 A001900 0
075 B001900 1691
076 001900 0.00
008 A002001 SCUDDER KEMPER INVESTMENTS, INC.
008 B002001 A
008 C002001 801-44899
008 D012001 NEW YORK
008 D022001 NY
008 D032001 10154
008 D042001 0100
008 A002002 ZURICH INVESTMENT MANAGEMENT LIMITED
008 B002002 S
008 C002002 801-45306
008 D012002 LONDON
008 D052002 UK
<PAGE> PAGE 94
008 D062002 EC4M 7RQ
015 A002001 BROWN BROTHERS HARRIMAN
015 B002001 C
015 C012001 BOSTON
015 C022001 MA
015 C032001 02109
015 E012001 X
024 002000 N
028 A012000 430
028 A022000 0
028 A032000 0
028 A042000 0
028 B012000 228
028 B022000 0
028 B032000 0
028 B042000 7
028 C012000 245
028 C022000 0
028 C032000 0
028 C042000 14
028 D012000 268
028 D022000 0
028 D032000 0
028 D042000 4
028 E012000 638
028 E022000 0
028 E032000 0
028 E042000 0
028 F012000 406
028 F022000 0
028 F032000 0
028 F042000 0
028 G012000 2215
028 G022000 0
028 G032000 0
028 G042000 25
028 H002000 0
045 002000 Y
046 002000 N
047 002000 Y
048 002000 1.000
048 A012000 0
048 A022000 0.000
048 B012000 0
048 B022000 0.000
048 C012000 0
048 C022000 0.000
048 D012000 0
048 D022000 0.000
048 E012000 0
048 E022000 0.000
<PAGE> PAGE 95
048 F012000 0
048 F022000 0.000
048 G012000 0
048 G022000 0.000
048 H012000 0
048 H022000 0.000
048 I012000 0
048 I022000 0.000
048 J012000 0
048 J022000 0.000
048 K012000 0
048 K022000 0.000
049 002000 N
050 002000 N
051 002000 N
052 002000 N
053 A002000 Y
053 B002000 Y
055 A002000 N
055 B002000 N
056 002000 Y
057 002000 N
062 A002000 N
062 B002000 0.0
062 C002000 0.0
062 D002000 0.0
062 E002000 0.0
062 F002000 0.0
062 G002000 0.0
062 H002000 0.0
062 I002000 0.0
062 J002000 0.0
062 K002000 0.0
062 L002000 0.0
062 M002000 0.0
062 N002000 0.0
062 O002000 0.0
062 P002000 0.0
062 Q002000 0.0
062 R002000 0.0
063 A002000 0
063 B002000 0.0
066 A002000 Y
066 B002000 N
066 C002000 N
066 D002000 N
066 E002000 Y
066 F002000 N
066 G002000 N
067 002000 N
068 A002000 N
<PAGE> PAGE 96
068 B002000 Y
069 002000 N
070 A012000 Y
070 A022000 Y
070 B012000 N
070 B022000 N
070 C012000 N
070 C022000 N
070 D012000 N
070 D022000 N
070 E012000 N
070 E022000 N
070 F012000 N
070 F022000 N
070 G012000 N
070 G022000 N
070 H012000 N
070 H022000 N
070 I012000 N
070 I022000 N
070 J012000 N
070 J022000 N
070 K012000 N
070 K022000 N
070 L012000 Y
070 L022000 Y
070 M012000 N
070 M022000 N
070 N012000 N
070 N022000 N
070 O012000 N
070 O022000 N
070 P012000 N
070 P022000 N
070 Q012000 N
070 Q022000 N
070 R012000 N
070 R022000 N
071 A002000 3733
071 B002000 822
071 C002000 1237
071 D002000 100
072 A002000 8
072 B002000 8
072 C002000 13
072 D002000 0
072 E002000 0
072 F002000 9
072 G002000 0
072 H002000 0
072 I002000 0
<PAGE> PAGE 97
072 J002000 0
072 K002000 0
072 L002000 0
072 M002000 1
072 N002000 0
072 O002000 0
072 P002000 0
072 Q002000 0
072 R002000 0
072 S002000 0
072 T002000 0
072 U002000 3
072 V002000 0
072 W002000 0
072 X002000 13
072 Y002000 3
072 Z002000 11
072AA002000 18
072BB002000 128
072CC012000 53
072CC022000 0
072DD012000 0
072DD022000 0
072EE002000 0
073 A012000 0.0000
073 A022000 0.0000
073 B002000 0.0000
073 C002000 0.0000
074 A002000 1
074 B002000 0
074 C002000 462
074 D002000 79
074 E002000 0
074 F002000 2776
074 G002000 0
074 H002000 0
074 I002000 0
074 J002000 0
074 K002000 0
074 L002000 30
074 M002000 0
074 N002000 3348
074 O002000 345
074 P002000 0
074 Q002000 0
074 R012000 0
074 R022000 0
074 R032000 0
074 R042000 0
074 S002000 0
074 T002000 3003
<PAGE> PAGE 98
074 U012000 3294
074 U022000 0
074 V012000 0.91
074 V022000 0.00
074 W002000 0.0000
074 X002000 8
074 Y002000 0
075 A002000 0
075 B002000 1424
076 002000 0.00
SIGNATURE PHILIP J. COLLORA
TITLE V.P. & SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 1998
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 146,341
<INVESTMENTS-AT-VALUE> 146,341
<RECEIVABLES> 262
<ASSETS-OTHER> 5,936
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 152,539
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 609
<TOTAL-LIABILITIES> 609
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 151,930
<SHARES-COMMON-STOCK> 151,930
<SHARES-COMMON-PRIOR> 100,143
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 151,930
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,694
<OTHER-INCOME> 0
<EXPENSES-NET> (645)
<NET-INVESTMENT-INCOME> 6,049
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 6,049
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (6,049)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 232,701
<NUMBER-OF-SHARES-REDEEMED> (186,905)
<SHARES-REINVESTED> 5,991
<NET-CHANGE-IN-ASSETS> 51,787
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 600
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 645
<AVERAGE-NET-ASSETS> 118,941
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .54
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 731,664
<INVESTMENTS-AT-VALUE> 854,112
<RECEIVABLES> 13,146
<ASSETS-OTHER> 455
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 867,713
<PAYABLE-FOR-SECURITIES> 658
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,632
<TOTAL-LIABILITIES> 2,290
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 670,940
<SHARES-COMMON-STOCK> 316,471
<SHARES-COMMON-PRIOR> 278,859
<ACCUMULATED-NII-CURRENT> 27,247
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 44,788
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 122,448
<NET-ASSETS> 865,423
<DIVIDEND-INCOME> 6,749
<INTEREST-INCOME> 25,508
<OTHER-INCOME> 0
<EXPENSES-NET> (4,898)
<NET-INVESTMENT-INCOME> 27,359
<REALIZED-GAINS-CURRENT> 45,478
<APPREC-INCREASE-CURRENT> 43,475
<NET-CHANGE-FROM-OPS> 116,312
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (24,932)
<DISTRIBUTIONS-OF-GAINS> (110,813)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 26,829
<NUMBER-OF-SHARES-REDEEMED> (41,381)
<SHARES-REINVESTED> 52,164
<NET-CHANGE-IN-ASSETS> 78,427
<ACCUMULATED-NII-PRIOR> 24,294
<ACCUMULATED-GAINS-PRIOR> 110,353
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,521
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,898
<AVERAGE-NET-ASSETS> 819,492
<PER-SHARE-NAV-BEGIN> 2.822
<PER-SHARE-NII> .086
<PER-SHARE-GAIN-APPREC> .317
<PER-SHARE-DIVIDEND> (.090)
<PER-SHARE-DISTRIBUTIONS> (.400)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.735
<EXPENSE-RATIO> .60
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 455,315
<INVESTMENTS-AT-VALUE> 433,848
<RECEIVABLES> 13,106
<ASSETS-OTHER> 320
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 447,274
<PAYABLE-FOR-SECURITIES> 4,659
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 490
<TOTAL-LIABILITIES> 5,149
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 441,049
<SHARES-COMMON-STOCK> 360,218
<SHARES-COMMON-PRIOR> 302,191
<ACCUMULATED-NII-CURRENT> 40,154
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (17,611)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (21,467)
<NET-ASSETS> 442,125
<DIVIDEND-INCOME> 422
<INTEREST-INCOME> 43,078
<OTHER-INCOME> 0
<EXPENSES-NET> (2,831)
<NET-INVESTMENT-INCOME> 40,669
<REALIZED-GAINS-CURRENT> 1,609
<APPREC-INCREASE-CURRENT> (33,856)
<NET-CHANGE-FROM-OPS> 8,422
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (29,505)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 160,376
<NUMBER-OF-SHARES-REDEEMED> (125,724)
<SHARES-REINVESTED> 23,375
<NET-CHANGE-IN-ASSETS> 50,461
<ACCUMULATED-NII-PRIOR> 24,028
<ACCUMULATED-GAINS-PRIOR> (19,220)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,606
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,831
<AVERAGE-NET-ASSETS> 434,611
<PER-SHARE-NAV-BEGIN> 1.296
<PER-SHARE-NII> .106
<PER-SHARE-GAIN-APPREC> (.085)
<PER-SHARE-DIVIDEND> (.090)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.227
<EXPENSE-RATIO> .65
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 502,013
<INVESTMENTS-AT-VALUE> 626,687
<RECEIVABLES> 1,403
<ASSETS-OTHER> 1,538
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 629,628
<PAYABLE-FOR-SECURITIES> 710
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 367
<TOTAL-LIABILITIES> 1,077
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 508,552
<SHARES-COMMON-STOCK> 212,587
<SHARES-COMMON-PRIOR> 187,617
<ACCUMULATED-NII-CURRENT> 2,234
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (6,909)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 124,674
<NET-ASSETS> 628,551
<DIVIDEND-INCOME> 4,703
<INTEREST-INCOME> 871
<OTHER-INCOME> 0
<EXPENSES-NET> (3,899)
<NET-INVESTMENT-INCOME> 1,675
<REALIZED-GAINS-CURRENT> (4,560)
<APPREC-INCREASE-CURRENT> 85,608
<NET-CHANGE-FROM-OPS> 82,723
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,863)
<DISTRIBUTIONS-OF-GAINS> (93,144)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 23,253
<NUMBER-OF-SHARES-REDEEMED> (29,621)
<SHARES-REINVESTED> 31,338
<NET-CHANGE-IN-ASSETS> 65,535
<ACCUMULATED-NII-PRIOR> 5,320
<ACCUMULATED-GAINS-PRIOR> 90,779
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,600
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,899
<AVERAGE-NET-ASSETS> 594,799
<PER-SHARE-NAV-BEGIN> 3.001
<PER-SHARE-NII> .007
<PER-SHARE-GAIN-APPREC> .459
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> (.500)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.957
<EXPENSE-RATIO> .66
<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
ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 120,823
<INVESTMENTS-AT-VALUE> 122,166
<RECEIVABLES> 1,568
<ASSETS-OTHER> 1,761
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 125,495
<PAYABLE-FOR-SECURITIES> 2,019
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 265
<TOTAL-LIABILITIES> 2,284
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 118,934
<SHARES-COMMON-STOCK> 101,983
<SHARES-COMMON-PRIOR> 71,799
<ACCUMULATED-NII-CURRENT> 6,730
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,796)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,343
<NET-ASSETS> 123,211
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,109
<OTHER-INCOME> 0
<EXPENSES-NET> (673)
<NET-INVESTMENT-INCOME> 6,436
<REALIZED-GAINS-CURRENT> 1,541
<APPREC-INCREASE-CURRENT> (1,055)
<NET-CHANGE-FROM-OPS> 6,922
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,813)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 61,860
<NUMBER-OF-SHARES-REDEEMED> (36,729)
<SHARES-REINVESTED> 5,053
<NET-CHANGE-IN-ASSETS> 36,529
<ACCUMULATED-NII-PRIOR> 14,263
<ACCUMULATED-GAINS-PRIOR> (5,177)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 564
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 673
<AVERAGE-NET-ASSETS> 103,387
<PER-SHARE-NAV-BEGIN> 1.207
<PER-SHARE-NII> .062
<PER-SHARE-GAIN-APPREC> .019
<PER-SHARE-DIVIDEND> .080
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.208
<EXPENSE-RATIO> .65
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 184,270
<INVESTMENTS-AT-VALUE> 213,519
<RECEIVABLES> 505
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 214,024
<PAYABLE-FOR-SECURITIES> 9
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 816
<TOTAL-LIABILITIES> 825
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 158,540
<SHARES-COMMON-STOCK> 125,411
<SHARES-COMMON-PRIOR> 123,869
<ACCUMULATED-NII-CURRENT> 1,756
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 23,638
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 29,265
<NET-ASSETS> 213,199
<DIVIDEND-INCOME> 3,350
<INTEREST-INCOME> 646
<OTHER-INCOME> 0
<EXPENSES-NET> (1,967)
<NET-INVESTMENT-INCOME> 2,029
<REALIZED-GAINS-CURRENT> 24,326
<APPREC-INCREASE-CURRENT> (6,982)
<NET-CHANGE-FROM-OPS> 19,373
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,412)
<DISTRIBUTIONS-OF-GAINS> (7,437)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25,667
<NUMBER-OF-SHARES-REDEEMED> (25,617)
<SHARES-REINVESTED> 1,492
<NET-CHANGE-IN-ASSETS> 13,153
<ACCUMULATED-NII-PRIOR> 3,281
<ACCUMULATED-GAINS-PRIOR> 6,511
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,613
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,967
<AVERAGE-NET-ASSETS> 213,732
<PER-SHARE-NAV-BEGIN> 1.615
<PER-SHARE-NII> .017
<PER-SHARE-GAIN-APPREC> .148
<PER-SHARE-DIVIDEND> (.020)
<PER-SHARE-DISTRIBUTIONS> (.060)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.700
<EXPENSE-RATIO> .93
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 168,082
<INVESTMENTS-AT-VALUE> 210,485
<RECEIVABLES> 8,390
<ASSETS-OTHER> 682
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 219,557
<PAYABLE-FOR-SECURITIES> 10,816
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 406
<TOTAL-LIABILITIES> 11,222
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 168,298
<SHARES-COMMON-STOCK> 105,693
<SHARES-COMMON-PRIOR> 69,790
<ACCUMULATED-NII-CURRENT> 51
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,417)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 42,403
<NET-ASSETS> 208,335
<DIVIDEND-INCOME> 277
<INTEREST-INCOME> 856
<OTHER-INCOME> 0
<EXPENSES-NET> (1,149)
<NET-INVESTMENT-INCOME> (16)
<REALIZED-GAINS-CURRENT> (1,589)
<APPREC-INCREASE-CURRENT> 31,648
<NET-CHANGE-FROM-OPS> 30,043
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (25,813)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 31,582
<NUMBER-OF-SHARES-REDEEMED> (9,476)
<SHARES-REINVESTED> 13,797
<NET-CHANGE-IN-ASSETS> 70,920
<ACCUMULATED-NII-PRIOR> 644
<ACCUMULATED-GAINS-PRIOR> 24,803
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,060
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,149
<AVERAGE-NET-ASSETS> 164,216
<PER-SHARE-NAV-BEGIN> 1.969
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> .342
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.340)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.971
<EXPENSE-RATIO> .70
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 50,298
<INVESTMENTS-AT-VALUE> 50,853
<RECEIVABLES> 500
<ASSETS-OTHER> 833
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 52,186
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 31
<TOTAL-LIABILITIES> 31
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 49,793
<SHARES-COMMON-STOCK> 44,781
<SHARES-COMMON-PRIOR> 13,863
<ACCUMULATED-NII-CURRENT> 1,579
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 228
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 555
<NET-ASSETS> 52,155
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,907
<OTHER-INCOME> 0
<EXPENSES-NET> (206)
<NET-INVESTMENT-INCOME> 1,701
<REALIZED-GAINS-CURRENT> 286
<APPREC-INCREASE-CURRENT> 402
<NET-CHANGE-FROM-OPS> 2,389
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (587)
<DISTRIBUTIONS-OF-GAINS> (199)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 36,790
<NUMBER-OF-SHARES-REDEEMED> (6,587)
<SHARES-REINVESTED> 715
<NET-CHANGE-IN-ASSETS> 36,651
<ACCUMULATED-NII-PRIOR> 1,207
<ACCUMULATED-GAINS-PRIOR> 141
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 184
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 206
<AVERAGE-NET-ASSETS> 31,117
<PER-SHARE-NAV-BEGIN> 1.118
<PER-SHARE-NII> .032
<PER-SHARE-GAIN-APPREC> .055
<PER-SHARE-DIVIDEND> (.030)
<PER-SHARE-DISTRIBUTIONS> (.010)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.165
<EXPENSE-RATIO> .67
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 226,250
<INVESTMENTS-AT-VALUE> 258,650
<RECEIVABLES> 7,164
<ASSETS-OTHER> 748
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 266,562
<PAYABLE-FOR-SECURITIES> 2,033
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 754
<TOTAL-LIABILITIES> 2,787
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 212,127
<SHARES-COMMON-STOCK> 150,119
<SHARES-COMMON-PRIOR> 107,003
<ACCUMULATED-NII-CURRENT> 4,458
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,790
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 32,400
<NET-ASSETS> 263,775
<DIVIDEND-INCOME> 4,547
<INTEREST-INCOME> 1,597
<OTHER-INCOME> 0
<EXPENSES-NET> (1,711)
<NET-INVESTMENT-INCOME> 4,433
<REALIZED-GAINS-CURRENT> 15,335
<APPREC-INCREASE-CURRENT> 17,408
<NET-CHANGE-FROM-OPS> 37,176
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,327)
<DISTRIBUTIONS-OF-GAINS> (5,308)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 60,234
<NUMBER-OF-SHARES-REDEEMED> (21,099)
<SHARES-REINVESTED> 3,981
<NET-CHANGE-IN-ASSETS> 101,395
<ACCUMULATED-NII-PRIOR> 4,042
<ACCUMULATED-GAINS-PRIOR> 4,245
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,641
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,711
<AVERAGE-NET-ASSETS> 216,955
<PER-SHARE-NAV-BEGIN> 1.518
<PER-SHARE-NII> .026
<PER-SHARE-GAIN-APPREC> .263
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> (.040)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.757
<EXPENSE-RATIO> .78
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 106,341
<INVESTMENTS-AT-VALUE> 101,923
<RECEIVABLES> 214
<ASSETS-OTHER> 18
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 102,155
<PAYABLE-FOR-SECURITIES> 76
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 70
<TOTAL-LIABILITIES> 146
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 109,162
<SHARES-COMMON-STOCK> 95,758
<SHARES-COMMON-PRIOR> 62,003
<ACCUMULATED-NII-CURRENT> 619
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,354)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,418)
<NET-ASSETS> 102,009
<DIVIDEND-INCOME> 1,117
<INTEREST-INCOME> 707
<OTHER-INCOME> 0
<EXPENSES-NET> (748)
<NET-INVESTMENT-INCOME> 1,076
<REALIZED-GAINS-CURRENT> (2,547)
<APPREC-INCREASE-CURRENT> (10,477)
<NET-CHANGE-FROM-OPS> (11,948)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (2,220)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 41,702
<NUMBER-OF-SHARES-REDEEMED> (9,611)
<SHARES-REINVESTED> 1,664
<NET-CHANGE-IN-ASSETS> 25,901
<ACCUMULATED-NII-PRIOR> 927
<ACCUMULATED-GAINS-PRIOR> 605
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 702
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 748
<AVERAGE-NET-ASSETS> 84,858
<PER-SHARE-NAV-BEGIN> 1.227
<PER-SHARE-NII> .009
<PER-SHARE-GAIN-APPREC> (.141)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.030)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.065
<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
ANNUAL 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 PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 132,611
<INVESTMENTS-AT-VALUE> 151,811
<RECEIVABLES> 160
<ASSETS-OTHER> 519
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 152,490
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 169
<TOTAL-LIABILITIES> 169
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 129,163
<SHARES-COMMON-STOCK> 91,158
<SHARES-COMMON-PRIOR> 48,483
<ACCUMULATED-NII-CURRENT> 880
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,078
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 19,200
<NET-ASSETS> 152,321
<DIVIDEND-INCOME> 1,349
<INTEREST-INCOME> 394
<OTHER-INCOME> 0
<EXPENSES-NET> (865)
<NET-INVESTMENT-INCOME> 878
<REALIZED-GAINS-CURRENT> 3,282
<APPREC-INCREASE-CURRENT> 14,977
<NET-CHANGE-FROM-OPS> 19,137
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (2,504)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 48,725
<NUMBER-OF-SHARES-REDEEMED> (7,607)
<SHARES-REINVESTED> 1,557
<NET-CHANGE-IN-ASSETS> 83,227
<ACCUMULATED-NII-PRIOR> 524
<ACCUMULATED-GAINS-PRIOR> 2,052
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 825
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 865
<AVERAGE-NET-ASSETS> 110,034
<PER-SHARE-NAV-BEGIN> 1.425
<PER-SHARE-NII> .008
<PER-SHARE-GAIN-APPREC> .278
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.040)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.671
<EXPENSE-RATIO> .78
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 34,723
<INVESTMENTS-AT-VALUE> 38,094
<RECEIVABLES> 139
<ASSETS-OTHER> 45
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 38,278
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13
<TOTAL-LIABILITIES> 13
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 34,307
<SHARES-COMMON-STOCK> 25,394
<SHARES-COMMON-PRIOR> 12,093
<ACCUMULATED-NII-CURRENT> 473
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 114
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,371
<NET-ASSETS> 38,265
<DIVIDEND-INCOME> 259
<INTEREST-INCOME> 441
<OTHER-INCOME> 0
<EXPENSES-NET> (188)
<NET-INVESTMENT-INCOME> 512
<REALIZED-GAINS-CURRENT> 173
<APPREC-INCREASE-CURRENT> 2,240
<NET-CHANGE-FROM-OPS> 2,925
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (159)
<DISTRIBUTIONS-OF-GAINS> (637)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14,868
<NUMBER-OF-SHARES-REDEEMED> (2,099)
<SHARES-REINVESTED> 532
<NET-CHANGE-IN-ASSETS> 21,606
<ACCUMULATED-NII-PRIOR> 279
<ACCUMULATED-GAINS-PRIOR> 578
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 164
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 188
<AVERAGE-NET-ASSETS> 27,130
<PER-SHARE-NAV-BEGIN> 1.378
<PER-SHARE-NII> .019
<PER-SHARE-GAIN-APPREC> .160
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> (.040)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.507
<EXPENSE-RATIO> .67
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 52,810
<INVESTMENTS-AT-VALUE> 57,059
<RECEIVABLES> 425
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 57,484
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73
<TOTAL-LIABILITIES> 73
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 52,099
<SHARES-COMMON-STOCK> 41,184
<SHARES-COMMON-PRIOR> 17,502
<ACCUMULATED-NII-CURRENT> 1,193
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (130)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,249
<NET-ASSETS> 57,411
<DIVIDEND-INCOME> 271
<INTEREST-INCOME> 1,055
<OTHER-INCOME> 0
<EXPENSES-NET> (242)
<NET-INVESTMENT-INCOME> 1,084
<REALIZED-GAINS-CURRENT> 18
<APPREC-INCREASE-CURRENT> 3,090
<NET-CHANGE-FROM-OPS> 4,192
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (223)
<DISTRIBUTIONS-OF-GAINS> (670)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 26,145
<NUMBER-OF-SHARES-REDEEMED> (3,114)
<SHARES-REINVESTED> 651
<NET-CHANGE-IN-ASSETS> 34,858
<ACCUMULATED-NII-PRIOR> 737
<ACCUMULATED-GAINS-PRIOR> 519
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 223
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 242
<AVERAGE-NET-ASSETS> 37,219
<PER-SHARE-NAV-BEGIN> 1.289
<PER-SHARE-NII> .020
<PER-SHARE-GAIN-APPREC> .125
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> (.030)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.394
<EXPENSE-RATIO> .64
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 30,637
<INVESTMENTS-AT-VALUE> 32,356
<RECEIVABLES> 325
<ASSETS-OTHER> 127
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 32,808
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 67
<TOTAL-LIABILITIES> 67
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,262
<SHARES-COMMON-STOCK> 25,088
<SHARES-COMMON-PRIOR> 11,652
<ACCUMULATED-NII-CURRENT> 993
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (233)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,719
<NET-ASSETS> 32,741
<DIVIDEND-INCOME> 113
<INTEREST-INCOME> 935
<OTHER-INCOME> 0
<EXPENSES-NET> (154)
<NET-INVESTMENT-INCOME> 894
<REALIZED-GAINS-CURRENT> 12
<APPREC-INCREASE-CURRENT> 1,250
<NET-CHANGE-FROM-OPS> 2,156
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (154)
<DISTRIBUTIONS-OF-GAINS> (460)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 14,986
<NUMBER-OF-SHARES-REDEEMED> (2,036)
<SHARES-REINVESTED> 486
<NET-CHANGE-IN-ASSETS> 18,483
<ACCUMULATED-NII-PRIOR> 655
<ACCUMULATED-GAINS-PRIOR> 214
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 137
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 154
<AVERAGE-NET-ASSETS> 22,854
<PER-SHARE-NAV-BEGIN> 1.224
<PER-SHARE-NII> .028
<PER-SHARE-GAIN-APPREC> .093
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> (.030)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.305
<EXPENSE-RATIO> .66
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 69,026
<INVESTMENTS-AT-VALUE> 78,332
<RECEIVABLES> 427
<ASSETS-OTHER> 20
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 78,779
<PAYABLE-FOR-SECURITIES> 321
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 144
<TOTAL-LIABILITIES> 465
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 71,761
<SHARES-COMMON-STOCK> 62,168
<SHARES-COMMON-PRIOR> 16,515
<ACCUMULATED-NII-CURRENT> 365
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3,118)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,306
<NET-ASSETS> 78,314
<DIVIDEND-INCOME> 618
<INTEREST-INCOME> 297
<OTHER-INCOME> 0
<EXPENSES-NET> (357)
<NET-INVESTMENT-INCOME> 558
<REALIZED-GAINS-CURRENT> (2,984)
<APPREC-INCREASE-CURRENT> 8,770
<NET-CHANGE-FROM-OPS> 6,344
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (286)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 47,016
<NUMBER-OF-SHARES-REDEEMED> (1,595)
<SHARES-REINVESTED> 232
<NET-CHANGE-IN-ASSETS> 59,893
<ACCUMULATED-NII-PRIOR> 274
<ACCUMULATED-GAINS-PRIOR> (134)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 306
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 357
<AVERAGE-NET-ASSETS> 44,682
<PER-SHARE-NAV-BEGIN> 1.115
<PER-SHARE-NII> .010
<PER-SHARE-GAIN-APPREC> .145
<PER-SHARE-DIVIDEND> (.010)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.260
<EXPENSE-RATIO> .76
<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
ANNUAL 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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 4,836
<INVESTMENTS-AT-VALUE> 4,935
<RECEIVABLES> 103
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,038
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 15
<TOTAL-LIABILITIES> 15
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,645
<SHARES-COMMON-STOCK> 4,530
<SHARES-COMMON-PRIOR> 2,085
<ACCUMULATED-NII-CURRENT> 182
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 93
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 103
<NET-ASSETS> 5,023
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 222
<OTHER-INCOME> 0
<EXPENSES-NET> (44)
<NET-INVESTMENT-INCOME> 178
<REALIZED-GAINS-CURRENT> 128
<APPREC-INCREASE-CURRENT> 127
<NET-CHANGE-FROM-OPS> 433
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (73)
<DISTRIBUTIONS-OF-GAINS> (36)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,043
<NUMBER-OF-SHARES-REDEEMED> (1,705)
<SHARES-REINVESTED> 107
<NET-CHANGE-IN-ASSETS> 2,878
<ACCUMULATED-NII-PRIOR> 71
<ACCUMULATED-GAINS-PRIOR> 22
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 31
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 44
<AVERAGE-NET-ASSETS> 3,923
<PER-SHARE-NAV-BEGIN> 1.029
<PER-SHARE-NII> .024
<PER-SHARE-GAIN-APPREC> .086
<PER-SHARE-DIVIDEND> (.020)
<PER-SHARE-DISTRIBUTIONS> (.010)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.109
<EXPENSE-RATIO> 1.08
<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
ANNUAL 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> 8-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-04-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 57,132
<INVESTMENTS-AT-VALUE> 59,334
<RECEIVABLES> 382
<ASSETS-OTHER> 418
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 60,134
<PAYABLE-FOR-SECURITIES> 744
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 96
<TOTAL-LIABILITIES> 840
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 55,994
<SHARES-COMMON-STOCK> 57,650
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 464
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 239
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,597
<NET-ASSETS> 59,294
<DIVIDEND-INCOME> 384
<INTEREST-INCOME> 223
<OTHER-INCOME> 0
<EXPENSES-NET> (143)
<NET-INVESTMENT-INCOME> 464
<REALIZED-GAINS-CURRENT> 239
<APPREC-INCREASE-CURRENT> 2,597
<NET-CHANGE-FROM-OPS> 3,300
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 57,811
<NUMBER-OF-SHARES-REDEEMED> (161)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 59,293
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 125
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 198
<AVERAGE-NET-ASSETS> 25,725
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .008
<PER-SHARE-GAIN-APPREC> .020
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.028
<EXPENSE-RATIO> .87
<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
ANNUAL 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> 8-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-04-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 15,292
<INVESTMENTS-AT-VALUE> 15,597
<RECEIVABLES> 30
<ASSETS-OTHER> 226
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 15,853
<PAYABLE-FOR-SECURITIES> 309
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28
<TOTAL-LIABILITIES> 337
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15,138
<SHARES-COMMON-STOCK> 15,868
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 70
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 305
<NET-ASSETS> 15,516
<DIVIDEND-INCOME> 107
<INTEREST-INCOME> 17
<OTHER-INCOME> 0
<EXPENSES-NET> (54)
<NET-INVESTMENT-INCOME> 70
<REALIZED-GAINS-CURRENT> 3
<APPREC-INCREASE-CURRENT> 305
<NET-CHANGE-FROM-OPS> 378
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 16,660
<NUMBER-OF-SHARES-REDEEMED> (793)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 15,515
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 41
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 94
<AVERAGE-NET-ASSETS> 8,061
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .004
<PER-SHARE-GAIN-APPREC> (.026)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> .978
<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
ANNUAL 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> 8-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-05-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 3,601
<INVESTMENTS-AT-VALUE> 3,748
<RECEIVABLES> 19
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,768
<PAYABLE-FOR-SECURITIES> 175
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9
<TOTAL-LIABILITIES> 184
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,480
<SHARES-COMMON-STOCK> 3,661
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 8
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (51)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 147
<NET-ASSETS> 3,584
<DIVIDEND-INCOME> 16
<INTEREST-INCOME> 12
<OTHER-INCOME> 0
<EXPENSES-NET> (18)
<NET-INVESTMENT-INCOME> 10
<REALIZED-GAINS-CURRENT> (53)
<APPREC-INCREASE-CURRENT> 147
<NET-CHANGE-FROM-OPS> 104
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,745
<NUMBER-OF-SHARES-REDEEMED> (85)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,583
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 140
<AVERAGE-NET-ASSETS> 1,691
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .003
<PER-SHARE-GAIN-APPREC> (.024)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> .979
<EXPENSE-RATIO> 1.56
<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
ANNUAL 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> 8-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-05-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 3,262
<INVESTMENTS-AT-VALUE> 3,317
<RECEIVABLES> 30
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,348
<PAYABLE-FOR-SECURITIES> 345
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 345
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,049
<SHARES-COMMON-STOCK> 3,294
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 11
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (110)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 53
<NET-ASSETS> 3,003
<DIVIDEND-INCOME> 13
<INTEREST-INCOME> 8
<OTHER-INCOME> 0
<EXPENSES-NET> (10)
<NET-INVESTMENT-INCOME> 11
<REALIZED-GAINS-CURRENT> (110)
<APPREC-INCREASE-CURRENT> 53
<NET-CHANGE-FROM-OPS> (46)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,322
<NUMBER-OF-SHARES-REDEEMED> (29)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,002
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 184
<AVERAGE-NET-ASSETS> 1,424
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .003
<PER-SHARE-GAIN-APPREC> (.091)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> .912
<EXPENSE-RATIO> 1.13
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
REPORT OF INDEPENDENT AUDITORS
Board of Trustees
Kemper Funds
In planning and performing our audit of the financial statements of
each of the Kemper Funds listed in Exhibit A attached hereto (the
"Funds") for the period ended as of the date listed in Exhibit A
attached hereto ("Report Date"), we considered their internal
control, including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with
the requirements of Form N-SAR, not to provide assurance on internal
control.
The management of the Funds is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets
against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud
may occur and not be detected. Also, projection of any evaluation of
internal control to future periods is subject to the risk that it may
become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the
design or operation of one or more of specific internal control
components does not reduce to a relatively low level the risk that
errors or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters
involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses
as defined above as of Report Date.
This report is intended solely for the information and use of the
board of trustees and management and the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Chicago, Illinois
January 19, 1999
Kemper Funds
Exhibit A
November 30, 1998
Kemper Value Series:
Kemper Contrarian Fund
Kemper Dreman High Return Fund
Kemper Small Cap Value Fund
Kemper High Income Trust
Kemper Municipal Income Trust
Kemper Multi-Market Income Trust
Kemper Strategic Municipal Income Trust
Kemper Strategic Income Fund
Kemper Value + Growth Fund
Kemper Quantitative Equity Fund
Kemper Europe Fund
Kemper Asian Growth Fund
Kemper Dreman Financial Services Fund
<PAGE>
SHAREHOLDERS' MEETING
KEMPER MONEY MARKET PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Money Market Portfolio shareholders were asked to vote on two separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
159,321,914 1,343,769 7,090,564
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
148,884,294 5,936,738 12,935,215
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
148,620,331 6,200,701 12,935,215
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
149,032,967 5,788,066 12,935,215
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
148,907,483 5,913,550 12,935,215
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
149,032,967 5,788,066 12,935,215
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
149,032,967 5,788,066 12,935,215
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
149,032,967 5,788,066 12,935,215
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
149,032,967 5,788,066 12,935,215
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
148,490,106 6,330,926 12,935,215
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
148,786,008 6,035,025 12,935,215
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
148,105,371 6,715,661 12,935,215
</TABLE>
Purchase of securities of related issuers
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
149,012,333 5,808,699 12,935,215
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
149,032,967 5,788,066 12,935,215
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
148,891,172 5,929,860 12,935,215
</TABLE>
Restricted and illiquid securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
148,491,524 6,329,508 12,935,215
</TABLE>
Investment in issuers with short histories
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
147,420,447 7,400,585 12,935,215
</TABLE>
Investment in other investment companies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
148,454,078 6,366,954 12,935,215
</TABLE>
Investment other than in accordance with objectives and policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
147,393,370 7,427,662 12,935,215
</TABLE>
104
<PAGE>
SHAREHOLDERS' MEETING
KEMPER TOTAL RETURN PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Total Return Portfolio shareholders were asked to vote on two separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
300,446,013 4,106,817 14,325,058
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
275,631,466 17,163,568 26,082,854
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
275,931,551 16,863,483 26,082,854
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
276,205,787 16,589,246 26,082,854
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
274,975,362 17,819,671 26,082,854
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
275,676,954 17,118,080 26,082,854
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
276,146,867 16,648,167 26,082,854
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
276,403,807 16,391,226 26,082,854
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
276,096,567 16,698,466 26,082,854
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
276,100,895 16,694,138 26,082,854
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
275,534,622 17,260,411 26,082,854
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
275,040,195 17,754,838 26,082,854
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
275,871,040 16,923,994 26,082,854
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
275,451,895 17,343,139 26,082,854
</TABLE>
Investment in other investment companies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
275,878,866 16,916,168 26,082,854
</TABLE>
105
<PAGE>
SHAREHOLDERS' MEETING
KEMPER HIGH YIELD PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series High Yield Portfolio shareholders were asked to vote on two separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
323,384,135 4,612,438 13,414,637
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
306,247,936 13,945,940 21,217,334
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
306,270,760 13,923,117 21,217,334
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
306,769,380 13,424,496 21,217,334
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
305,750,655 14,443,222 21,217,334
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
306,566,104 13,627,773 21,217,334
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
306,698,124 13,495,753 21,217,334
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
306,698,724 13,495,153 21,217,334
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
306,547,655 13,646,221 21,217,334
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
306,324,895 13,868,981 21,217,334
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
306,367,838 13,826,039 21,217,334
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
305,394,644 14,799,233 21,217,334
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
305,635,633 14,558,243 21,217,334
</TABLE>
Investment in other investment companies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
305,220,242 14,973,634 21,217,334
</TABLE>
106
<PAGE>
SHAREHOLDERS' MEETING
KEMPER GROWTH PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Growth Portfolio shareholders were asked to vote on two separate issues:
approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc., and to modify or eliminate certain policies
and to eliminate the shareholder approval requirements as to certain other
matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
201,821,390 2,658,436 10,905,502
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,572,872 12,695,276 17,117,179
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,604,680 12,663,468 17,117,179
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,776,481 12,491,667 17,117,179
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,273,741 12,994,407 17,117,179
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,772,078 12,496,070 17,117,179
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,830,993 12,437,155 17,117,179
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,812,589 12,455,559 17,117,179
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,618,378 12,649,769 17,117,179
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,620,107 12,648,041 17,117,179
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,442,459 12,825,688 17,117,179
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,124,152 13,143,996 17,117,179
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,687,287 12,580,860 17,117,179
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,471,935 12,796,213 17,117,179
</TABLE>
Investment in other investment companies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
185,250,997 13,017,151 17,117,179
</TABLE>
107
<PAGE>
SHAREHOLDERS' MEETING
KEMPER GOVERNMENT SECURITIES PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Government Securities Portfolio shareholders were asked to vote on two
separate issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
93,587,031 2,255,986 9,192,248
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,217,960 9,194,218 6,623,087
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,232,049 9,180,129 6,623,087
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,286,642 9,125,536 6,623,087
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,005,856 9,406,322 6,623,087
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,286,642 9,125,536 6,623,087
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,212,683 9,199,495 6,623,087
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,361,488 9,050,690 6,623,087
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,316,140 9,096,037 6,623,087
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,125,069 9,287,109 6,623,087
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,219,933 9,192,244 6,623,087
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
88,943,529 9,468,649 6,623,087
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,244,376 9,167,802 6,623,087
</TABLE>
Investment in other investment companies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
89,035,871 9,376,306 6,623,087
</TABLE>
108
<PAGE>
SHAREHOLDERS' MEETING
KEMPER INTERNATIONAL PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series International Portfolio shareholders were asked to vote on three separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., approval of the new Sub-Advisor
Agreement for the portfolio with Scudder Investments (U.K.) Limited, and to
modify or eliminate certain policies and to eliminate the shareholder approval
requirements as to certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
118,829,218 1,895,999 5,067,203
</TABLE>
2) Approval of the new Sub-Advisory Agreement for the portfolio with Scudder
Investments (U.K.) Limited. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
117,901,780 1,835,458 6,055,181
</TABLE>
3) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,675,619 5,560,523 7,556,278
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,739,687 5,496,455 7,556,278
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,830,349 5,405,793 7,556,278
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,543,557 5,692,585 7,556,278
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,844,438 5,391,703 7,556,278
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,857,915 5,378,226 7,556,278
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,860,366 5,375,776 7,556,278
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,840,763 5,395,379 7,556,278
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,774,604 5,461,538 7,556,278
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,801,578 5,434,563 7,556,278
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,252,068 5,984,073 7,556,278
</TABLE>
Pledging of assets
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,730,498 5,505,643 7,556,278
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,841,988 5,394,153 7,556,278
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,732,717 5,503,424 7,556,278
</TABLE>
Investment in other investment companies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
112,805,233 5,430,908 7,556,278
</TABLE>
109
<PAGE>
SHAREHOLDERS' MEETING
KEMPER SMALL CAP GROWTH PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Small Cap Growth Portfolio shareholders were asked to vote on two
separate issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
93,989,111 1,249,889 3,522,863
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,588,221 5,467,446 6,706,195
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,845,870 5,209,798 6,706,195
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,876,362 5,179,306 6,706,195
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,594,178 5,461,490 6,706,195
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,880,556 5,175,112 6,706,195
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,901,020 5,154,648 6,706,195
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,920,198 5,135,469 6,706,195
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,882,645 5,173,023 6,706,195
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,858,188 5,197,480 6,706,195
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,646,557 5,409,110 6,706,195
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,403,404 5,652,264 6,706,195
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,891,199 5,164,469 6,706,195
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
86,815,607 5,240,061 6,706,195
</TABLE>
110
<PAGE>
SHAREHOLDERS' MEETING
KEMPER INVESTMENT GRADE BOND PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Investment Grade Bond Portfolio shareholders were asked to vote on two
separate issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,788,494 1,342,414 1,558,798
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,571,858 1,839,564 2,278,284
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,571,858 1,839,564 2,278,284
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,571,858 1,839,564 2,278,284
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,571,858 1,839,564 2,278,284
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,571,858 1,839,564 2,278,284
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,571,858 1,839,564 2,278,284
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,571,858 1,839,564 2,278,284
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,571,858 1,839,564 2,278,284
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,541,224 1,870,198 2,278,284
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,541,224 1,870,198 2,278,284
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,541,224 1,870,198 2,278,284
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,571,858 1,839,564 2,278,284
</TABLE>
Purchase of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
30,541,224 1,870,198 2,278,284
</TABLE>
111
<PAGE>
SHAREHOLDERS' MEETING
KEMPER CONTRARIAN VALUE PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Contrarian Value Portfolio shareholders were asked to vote on two
separate issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
136,960,790 897,967 5,359,681
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,968,588 4,572,948 8,676,902
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,930,178 4,611,358 8,676,902
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,829,377 4,712,159 8,676,902
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,627,920 4,913,616 8,676,902
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,955,442 4,586,094 8,676,902
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,968,588 4,572,948 8,676,902
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,931,564 4,609,972 8,676,902
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,968,588 4,572,948 8,676,902
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,968,588 4,572,948 8,676,902
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,936,805 4,604,731 8,676,902
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,357,077 5,184,459 8,676,902
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
129,968,588 4,572,948 8,676,902
</TABLE>
112
<PAGE>
SHAREHOLDERS' MEETING
KEMPER SMALL CAP VALUE PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Small Cap Value Portfolio shareholders were asked to vote on two separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
82,198,577 892,925 3,093,193
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,541,965 3,280,360 5,362,371
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,576,034 3,246,291 5,362,371
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,571,131 3,251,194 5,362,371
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,212,646 3,609,679 5,362,371
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,606,882 3,215,443 5,362,371
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,608,303 3,214,022 5,362,371
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,608,303 3,214,022 5,362,371
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,576,051 3,246,274 5,362,371
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,576,051 3,246,274 5,362,371
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,576,051 3,246,274 5,362,371
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,219,694 3,602,631 5,362,371
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
77,603,332 3,218,993 5,362,371
</TABLE>
113
<PAGE>
SHAREHOLDERS' MEETING
KEMPER VALUE+GROWTH PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Value+Growth Portfolio shareholders were asked to vote on two separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
79,678,189 690,495 3,866,226
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,181,953 2,440,569 5,612,388
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,219,737 2,402,785 5,612,388
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,228,650 2,393,872 5,612,388
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,037,312 2,585,210 5,612,388
</TABLE>
Senior Securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,228,650 2,393,872 5,612,388
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,228,650 2,393,872 5,612,388
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,228,650 2,393,872 5,612,388
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,116,109 2,506,413 5,612,388
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,218,961 2,403,561 5,612,388
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,208,703 2,413,819 5,612,388
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,021,032 2,601,490 5,612,388
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
76,228,650 2,393,872 5,612,388
</TABLE>
114
<PAGE>
SHAREHOLDERS' MEETING
KEMPER HORIZON 20+ PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Horizon 20+ Portfolio shareholders were asked to vote on two separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
21,380,075 497,521 1,041,658
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,608,152 993,200 1,317,903
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,857,926 743,425 1,317,903
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,866,906 734,446 1,317,903
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,683,727 917,624 1,317,903
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,866,906 734,446 1,317,903
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,866,906 734,446 1,317,903
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,866,906 734,446 1,317,903
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,857,926 743,425 1,317,903
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,857,926 743,425 1,317,903
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,866,906 734,446 1,317,903
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,703,155 898,196 1,317,903
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,840,297 761,054 1,317,903
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
20,833,116 768,235 1,317,903
</TABLE>
115
<PAGE>
SHAREHOLDERS' MEETING
KEMPER HORIZON 10+ PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Horizon 10+ Portfolio shareholders were asked to vote on two separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
Purchase of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
32,647,826 199,393 1,572,933
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,429,571 802,238 2,188,342
</TABLE>
Senior Securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,564,649 667,160 2,188,342
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,408,506 823,303 2,188,342
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
31,576,548 655,261 2,188,342
</TABLE>
116
<PAGE>
SHAREHOLDERS' MEETING
KEMPER HORIZON 5 PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Horizon 5 Portfolio shareholders were asked to vote on two separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,946,965 186,647 1,289,556
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,420,805 227,883 1,774,479
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,420,805 227,883 1,774,479
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,420,805 227,883 1,774,479
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,034,318 614,370 1,774,479
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,420,805 227,883 1,774,479
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,420,805 227,883 1,774,479
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,238,342 410,346 1,774,479
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,420,805 227,883 1,774,479
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,420,805 227,883 1,774,479
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,420,805 227,883 1,774,479
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,132,771 515,917 1,774,479
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,336,795 311,893 1,774,479
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
19,336,795 311,893 1,774,479
</TABLE>
117
<PAGE>
SHAREHOLDERS' MEETING
KEMPER BLUE CHIP PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Blue Chip Portfolio shareholders were asked to vote on two separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
46,442,533 139,305 2,215,880
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,187,216 1,812,581 2,797,922
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,187,216 1,812,581 2,797,922
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,187,216 1,812,581 2,797,922
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,101,108 1,898,689 2,797,922
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,187,216 1,812,581 2,797,922
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,164,224 1,835,573 2,797,922
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,106,067 1,893,729 2,797,922
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,187,216 1,812,581 2,797,922
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,164,224 1,835,573 2,797,922
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,164,224 1,835,573 2,797,922
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,101,540 1,898,256 2,797,922
</TABLE>
Pledging of assets
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,132,215 1,867,582 2,797,922
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,187,216 1,812,581 2,797,922
</TABLE>
Purchases of options and warrants
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
44,133,549 1,866,248 2,797,922
</TABLE>
118
<PAGE>
SHAREHOLDERS' MEETING
KEMPER GLOBAL INCOME PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Global Income Portfolio shareholders were asked to vote on three separate
issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., approval of the new Sub-Advisor
Agreement for the portfolio with Scudder Investments (U.K.) Limited, and to
modify or eliminate certain policies and to eliminate the shareholder approval
requirements as to certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,227,892 0 38,235
</TABLE>
2) Approval of the new Sub-Advisory Agreement for the portfolio with Scudder
Investments (U.K.) Limited. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,227,630 0 38,497
</TABLE>
3) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Investment policies
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Senior securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Pledging of assets
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Purchases of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
Purchases of options
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
4,045,903 131,716 88,508
</TABLE>
119
<PAGE>
SHAREHOLDERS' MEETING
KEMPER-DREMAN HIGH RETURN EQUITY PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Kemper-Dreman High Return Equity Portfolio shareholders were asked to
vote on three separate issues: approval of the new Investment Management
Agreement between the portfolio and Scudder Kemper Investments, Inc., approval
of the new Sub-Advisor Agreement for the portfolio with Dreman Value Management,
L.L.C., and to modify or eliminate certain policies and to eliminate the
shareholder approval requirements as to certain other matters. Following are the
results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
29,277,812 253,981 1,167,709
</TABLE>
2) Approval of the new Sub-Advisory Agreement for the portfolio with Dreman
Value Management, L.L.C. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
28,685,474 447,042 1,556,986
</TABLE>
3) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Borrowing
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Senior Securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Concentration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Margin purchases and short sales
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,216,337 920,808 2,562,358
</TABLE>
Pledging of assets
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,233,498 903,647 2,562,358
</TABLE>
Investment in mineral exploration
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
27,156,560 980,585 2,562,358
</TABLE>
120
<PAGE>
SHAREHOLDERS' MEETING
KEMPER-DREMAN FINANCIAL SERVICES PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Kemper-Dreman Financial Services Portfolio shareholders were asked to
vote on three separate issues: approval of the new Investment Management
Agreement between the portfolio and Scudder Kemper Investments, Inc., approval
of the new Sub-Advisor Agreement for the portfolio with Dreman Value Management,
L.L.C. and to modify or eliminate certain policies and to eliminate the
shareholder approval requirements as to certain other matters. Following are the
results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
10,078,093 126,726 462,663
</TABLE>
2) Approval of the new Sub-Advisory Agreement for the portfolio with Dreman
Value Management, L.L.C. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
10,034,869 126,726 505,887
</TABLE>
3) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
9,403,487 506,028 757,967
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
9,403,487 506,028 757,967
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
9,403,487 506,028 757,967
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
9,358,078 551,436 757,967
</TABLE>
Purchase of commodities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
9,358,078 551,436 757,967
</TABLE>
121
<PAGE>
SHAREHOLDERS' MEETING
KEMPER GLOBAL BLUE CHIP PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series Global Blue Chip Portfolio shareholders were asked to vote on two
separate issues: approval of the new Investment Management Agreement between the
portfolio and Scudder Kemper Investments, Inc., and to modify or eliminate
certain policies and to eliminate the shareholder approval requirements as to
certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
2,179,920 3,373 0
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
2,157,961 3,373 21,959
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
2,157,961 3,373 21,959
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
2,157,961 3,373 21,959
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
2,157,961 3,373 21,959
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
2,157,961 3,373 21,959
</TABLE>
122
<PAGE>
SHAREHOLDERS' MEETING
KEMPER INTERNATIONAL GROWTH AND INCOME PORTFOLIO
- --------------------------------------------------------
SPECIAL SHAREHOLDERS' MEETING
On December 16, 1998, a special shareholders' meeting was held. Investors Fund
Series International Growth and Income Portfolio shareholders were asked to vote
on two separate issues: approval of the new Investment Management Agreement
between the portfolio and Scudder Kemper Investments, Inc., and to modify or
eliminate certain policies and to eliminate the shareholder approval
requirements as to certain other matters. Following are the results.
1) Approval of the new Investment Management Agreement between the portfolio and
Scudder Kemper Investments, Inc. This item was approved.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
1,621,214 3,396 0
</TABLE>
2) To modify or eliminate certain policies and to eliminate the shareholder
approval requirements as to certain other matters. These items were approved.
Investment objectives
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
1,546,675 6,725 71,210
</TABLE>
Diversification
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
1,546,675 6,725 71,210
</TABLE>
Underwriting of securities
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
1,546,675 6,725 71,210
</TABLE>
Investment in real estate
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
1,546,675 6,725 71,210
</TABLE>
Lending
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
1,546,675 6,725 71,210
</TABLE>
123
Exhibit 770
Kemper Investors Fund Series-Small Cap Value Portfolio
Form N-SAR for the period ended 12/31/98
File No. 811-5002
Kemper Investors Fund Series-Small Cap Value Portfolio
Offering Date: 7/31/98
Description of Security: Maxtor Corp.
Total Amount of Underwriting: 38,000,000 Shares
Name of Fund: Kemper Investors Fund Series-Small Cap Value
Portfolio
Amount Purchased: 60,000 Shares
Affiliate That Participated in Underwriting: Gruntal and
Co., L.L.C.
Amount Purchased 25% Limit*: 2.0%
Purchased From: Salomon Smith Barney Holdings Inc.
Underwriting syndicates members: Salomon Smith Barney
Holdings Inc., Hambrecht & Quist LLC, Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
NationsBanc Montgomery Securities LLC, ABN Amro
Incorporated, BancAmerica Robertson Stephens, Bear Stearns
& Co. Inc., CIBC Oppenheimer Corp., Credit Suisse First
Boston Corporation, Donaldson, Lufkin & Jenrette
Securities Corp., Goldman, Sachs & Co., Morgan Stanley &
Co. Incorporated, Adams, Harkness & Hill Inc., Fahnestock
& Co., Inc., Needham & Company, Inc., Sands Brothers &
Co., Ltd., SoundView Financial Group, Inc., C.E.
Unterberg, Towbin
Offering Date: 8/17/98
Description of Security: Entrust Technologies, Inc.
Total Amount of Underwriting: 6,213,334 Shares
Name of Fund: Kemper Investors Fund Series-Small Cap Value
Portfolio
Amount Purchased: 8,600 Shares
Affiliate That Participated in Underwriting: Gruntal and
Co.
Amount Purchased 25% Limit*: 1.4%
Purchased From: Goldman, Sachs & Co.
Underwriting syndicates members: Goldman, Sachs & Co.,
Donaldson, Lufkin & Jenrette Securities Corp.,
NationsBanc Montgomery Securities, Inc., Warburg Dillon
Read LLC, BancAmerica Robertson Stephens, Hambrecht &
Quist LLC, Merrill Lynch, Pierce, Fenner & Smith, Nesbitt
Burns Securities Inc., RBC Dominion Securities
Corporation, Scotia Capital Markets Inc., Dain Rauscher
Wessels, First Albany Corporation, Edward D. Jones & Co.,
SoundView Financial Group, Inc., Stephens Inc.
* The amount purchased may not be greater than 25% of the
total principal amount of an issue. Percentage applies
to all Funds purchasing shares.
1
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\mmp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Money Market 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 Money Market 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,
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
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
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 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 .50 of 1 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.
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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Money Market Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\trp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Total Return 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 Total Return 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,
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
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
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund's
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .55 of 1
percent of the average daily net assets as defined below of the
Fund for such month; 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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Total Return Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\hyp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper High Yield 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 High Yield 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,
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
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
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 .60 of 1
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.
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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 High Yield Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS.IMA\gp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Growth 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 Growth 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,
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
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
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 .60 of 1
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.
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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Growth Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS>IMA\gsp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Government Securities 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 Government Securities 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,
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
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
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund's
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of the
foregoing sales expenses as are not required to be paid by the
principal underwriter pursuant to the underwriting agreement or
are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments to
be made and costs to be assumed by you as provided in sections 2,
3, and 4 hereof, the Trust on behalf of the Fund shall pay you in
United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .55 of 1
percent of the average daily net assets as defined below of the
Fund for such month; 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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Government Securities
Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\ip_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper International 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 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,
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
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
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; 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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 International Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\scgp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Small Cap Growth 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 Small Cap Growth 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,
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
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
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 .65 of 1
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.
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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Small Cap Growth
Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\igbp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Investment Grade Bond 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 Investment Grade Bond 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,
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
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
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 .60 of 1
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.
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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Investment Grade Bond
Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\cvp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Contrarian Value 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 Value 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,
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
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
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; 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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Contrarian Value
Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\scvp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Small Cap Value 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 Small Cap Value 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,
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
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
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; 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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Small Cap Value
Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\vgp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Value+Growth 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 Value+Growth 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,
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
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
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; 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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Value+Growth Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\h20p_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Horizon 20+ 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 Horizon 20+ 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,
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
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
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 .60 of 1
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.
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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Horizon 20+ Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
VPCHI01/#246380.1 9/29/98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Horizon 10+ 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 Horizon 10+ 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,
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
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
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 .60 of 1
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.
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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Horizon 10+ Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\h5p_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Horizon 5 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 Horizon 5 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,
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
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
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 .60 of 1
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.
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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Horizon 5 Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
1
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\kbcp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper 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 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,
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
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
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 .65 of 1
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.
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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Blue Chip Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\gip_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 1998
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Global 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 Global 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.
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
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
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; 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
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, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
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.
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 Income Portfolio
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS,
INC.
By:
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\dhrp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 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,
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
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
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 $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
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
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.
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:________________________________
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER
KEMPER INVESTMENTS, INC.
By:________________________________
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\dfsp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 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.
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
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
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,
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.
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
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
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.
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:___________________________
_____
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER
KEMPER INVESTMENTS, INC.
By:_______________________________
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\gbcp_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7, 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,
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
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
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 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
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.
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.
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:________________________________
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER
KEMPER INVESTMENTS, INC.
By:________________________________
Treasurer
N:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\INFS.IMA\igip_s98
INVESTMENT MANAGEMENT AGREEMENT
Investors Fund Series
222 South Riverside Plaza
Chicago, Illinois 60606
September 7,
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.
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
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
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.
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
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
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.
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:________________________________
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER
KEMPER INVESTMENTS, INC.
By:________________________________
Treasurer
N\\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\UNDER81
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made this 1st day of August, 1998, between INVESTORS
FUND SERIES, a Massachusetts business trust (the "Fund"), and
KEMPER DISTRIBUTORS, INC., a Delaware corporation ("KDI").
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto
as follows:
1. The Fund hereby appoints KDI to act as agent for
distribution of shares of beneficial interest (hereinafter called
"shares") of the Fund in jurisdictions wherein shares of the Fund
may legally be offered for sale; provided, however, that the Fund
in its absolute discretion may (a) issue or sell shares directly
to holders of shares of the Fund upon such terms and conditions
and for such consideration, if any, as it may determine, whether
in connection with the distribution of subscription or purchase
rights, the payment or reinvestment of dividends or
distributions, or otherwise; or (b) issue or sell shares at net
asset value to the shareholders of any other investment company,
for which KDI shall act as exclusive distributor, who wish to
exchange all or a portion of their investment in shares of such
other investment company for shares of the Fund. KDI shall
appoint various financial service firms ("Firms") to provide
distribution services to investors. The Firms shall provide such
office space and equipment, telephone facilities, personnel,
literature distribution, advertising and promotion as is
necessary or beneficial for providing information and
distribution services to existing and potential clients of the
Firms. KDI may also provide some of the above services for the
Fund.
KDI accepts such appointment as distributor and principal
underwriter and agrees to render such services and to assume the
obligations herein set forth for the compensation herein
provided. KDI shall for all purposes herein provided be deemed
to be an independent contractor and, unless expressly provided
herein or otherwise authorized, shall have no authority to act
for or represent the Fund in any way. KDI, by separate agreement
with the Fund, may also serve the Fund in other capacities. The
services of KDI to the Fund under this Agreement are not to be
deemed exclusive, and KDI shall be free to render similar
services or other services to others so long as its services
hereunder are not impaired thereby.
In carrying out its duties and responsibilities hereunder,
KDI will, pursuant to separate written contracts, appoint various
Firms to provide advertising, promotion and other distribution
services contemplated hereunder directly to or for the benefit of
existing and potential shareholders who may be clients of such
Firms. Such Firms shall at all times be deemed to be independent
contractors retained by KDI and not the Fund.
KDI shall use its best efforts with reasonable promptness to
sell such part of the authorized shares of the Fund remaining
unissued as from time to time shall be effectively registered
under the Securities Act of 1933 ("Securities Act"), at prices
determined as hereinafter provided and on terms hereinafter set
forth, all subject to applicable federal and state laws and
regulations and to the Fund's organizational documents.
2. KDI shall sell shares of the Fund to or through
qualified Firms in such manner, not inconsistent with the
provisions hereof and the then effective registration statement
(and related prospectus) of the Fund under the Securities Act, as
KDI may determine from time to time, provided that no Firm or
other person shall be appointed or authorized to act as agent of
the Fund without prior consent of the Fund. In addition to sales
made by it as agent of the Fund, KDI may, in its discretion, also
sell shares of the Fund as principal to persons with whom it does
not have selling group agreements.
Shares of any class of any series of the Fund offered for
sale or sold by KDI shall be so offered or sold at a price per
share determined in accordance with the then current prospectus.
The price the Fund shall receive for all shares purchased from it
shall be the net asset value used in determining the public
offering price applicable to the sale of such shares. Any excess
of the sales price over the net asset value of the shares of the
Fund sold by KDI as agent shall be retained by KDI as a
commission for its services hereunder. KDI may compensate Firms
for sales of shares at the commission levels provided in the
Fund's prospectus from time to time. KDI may pay other
commissions, fees or concessions to Firms, any may pay them to
others in its discretion, in such amounts as KDI shall determine
from time to time. KDI shall be entitled to receive and retain
any applicable contingent deferred sales charge as described in
the Fund's prospectus. KDI shall also receive any distribution
services fee payable by the Fund as provided in the Fund's
Amended and Restated 12b-1 Plan, as amended from time to time
(the "Plan").
KDI will require each Firm to conform to the provisions
hereof and the Registration Statement (and related prospectus) at
the time in effect under the Securities Act with respect to the
public offering price or net asset value, as applicable, of the
Fund's shares, and neither KDI nor any such Firms shall withhold
the placing of purchase orders so as to make a profit thereby.
3. The Fund will use its best efforts to keep effectively
registered under the Securities Act for sale as herein
contemplated such shares as KDI shall reasonably request and as
the Securities and Exchange Commission shall permit to be so
registered. Notwithstanding any other provision hereof, the Fund
may terminate, suspend or withdraw the offering of shares
whenever, in its sole discretion, it deems such action to be
desirable.
4. The Fund will execute any and all documents and furnish
any and all information that may be reasonably necessary in
connection with the qualification of its shares for sale
(including the qualification of the Fund as a dealer where
necessary or advisable) in such states as KDI may reasonably
request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its
opinion is unduly burdensome). The Fund will furnish to KDI from
time to time such information with respect to the Fund and its
shares as KDI may reasonably request for use in connection with
the sale of shares of the Fund.
5. KDI shall issue and deliver or shall arrange for
various Firms to issue and deliver on behalf of the Fund such
confirmations of sales made by it pursuant to this Agreement as
may be required. At or prior to the time of issuance of shares,
KDI will pay or cause to be paid to the Fund the amount due the
Fund for the sale of such shares. Certificates shall be issued
or shares registered on the transfer books of the Fund in such
names and denominations as KDI may specify.
6. KDI shall order shares of the Fund from the Fund only
to the extent that it shall have received purchase orders
therefor. KDI will not make, or authorize Firms or others to
make (a) any short sales of shares of the Fund; or (b) any sales
of such shares to any Board member or officer of the Fund or to
any officer or Board member of KDI or of any corporation or
association furnishing investment advisory, managerial or
supervisory services to the Fund, or to any corporation or
association, unless such sales are made in accordance with the
then current prospectus relating to the sale of such shares.
KDI, as agent of and for the account of the Fund, may repurchase
the shares of the Fund at such prices and upon such terms and
conditions as shall be specified in the current prospectus of the
Fund. In selling or reacquiring shares of the Fund for the
account of the Fund, KDI will in all respects conform to the
requirements of all state and federal laws and the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.,
relating to such sale or reacquisition, as the case may be, and
will indemnify and save harmless the Fund from any damage or
expense on account of any wrongful act by KDI or any employee,
representative or agent of KDI. KDI will observe and be bound by
all the provisions of the Fund's organizational documents (and of
any fundamental policies adopted by the Fund pursuant to the
Investment Company Act of 1940 (the "Investment Company Act"),
notice of which shall have been given to KDI) which at the time
in any way require, limit, restrict, prohibit or otherwise
regulate any action on the part of KDI hereunder.
7. The Fund shall assume and pay all charges and expenses
of its operations not specifically assumed or otherwise to be
provided by KDI under this Agreement or the Plan. The Fund will
pay or cause to be paid expenses (including the fees and
disbursements of its own counsel) of any registration of the Fund
and its shares under the United States securities laws and
expenses incident to the issuance of shares of beneficial
interest, such as the cost of share certificates, issue taxes,
and fees of the transfer agent. KDI will pay all expenses (other
than expenses which one or more Firms may bear pursuant to any
agreement with KDI) incident to the sale and distribution of the
shares issued or sold hereunder, including, without limiting the
generality of the foregoing, all (a) expenses of printing and
distributing any prospectus and of preparing, printing and
distributing or disseminating any other literature, advertising
and selling aids in connection with the offering of the shares
for sale (except that such expenses need not include expenses
incurred by the Fund in connection with the preparation,
typesetting, printing and distribution of any registration
statement or prospectus, report or other communication to
shareholders in their capacity as such), (b) expenses of
advertising in connection with such offering and (c) expenses
(other than the Fund's auditing expenses) of qualifying or
continuing the qualification of the shares for sale and, in
connection therewith, of qualifying or continuing the
qualification of the Fund as a dealer or broker under the laws of
such states as may be designated by KDI under the conditions
herein specified. No transfer taxes, if any, which may be
payable in connection with the issue or delivery or shares sold
as herein contemplated or of the certificates for such shares
shall be borne by the Fund, and KDI will indemnify and hold
harmless the Fund against liability for all such transfer taxes.
8. This Agreement shall become effective on the date
hereof and shall continue until April 1, 1999; and shall continue
from year to year thereafter only so long as such continuance is
approved in the manner required by the Investment Company Act.
This Agreement shall automatically terminate in the event of
its assignment and may be terminated at any time without the
payment of any penalty by the Fund or by KDI on sixty (60) days'
written notice to the other party. The Fund may effect
termination with respect to any class of any series of the Fund
by a vote of (i) a majority of the Board members who are not
interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan, this Agreement,
or in any other agreement related to the Plan, or (ii) a majority
of the outstanding voting securities of such series or class.
Without prejudice to any other remedies of the Fund, the Fund may
terminate this Agreement at any time immediately upon KDI's
failure to fulfill any of its obligations hereunder.
All material amendments to this Agreement must be approved
by a vote of a majority of the Board, and of the Board members
who are not interested persons of the Fund and who have no direct
or indirect financial interest in the operation of the Plan, this
Agreement or in any other agreement related to the Plan, cast in
person at a meeting called for such purpose.
The terms "assignment," "interested person" 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.
KDI shall receive such compensation for its distribution
services as set forth in the Plan. Termination of this Agreement
shall not affect the right of KDI to receive payments on any
unpaid balance of the compensation earned prior to such
termination, as set forth in the Plan.
9. KDI will not use or distribute, or authorize the use,
distribution or dissemination by Firms or others in connection
with the sale of Fund shares any statements other than those
contained in the Fund's current prospectus, except such
supplemental literature or advertising as shall be lawful under
federal and state securities laws and regulations. KDI will
furnish the Fund with copies of all such material.
10. 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. 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. All parties hereto are expressly put on notice of the
Fund's Agreement and Declaration of Trust, and all amendments
thereto, all of which are on file with the Secretary of The
Commonwealth of Massachusetts, and the limitation of shareholder
and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as
such representatives and not individually, and the obligations of
the Fund hereunder are not binding upon any of the Trustees,
officers or shareholders of the Fund individually but are binding
upon only the assets and property of the Fund. With respect to
any claim by KDI for recovery of any liability of the Fund
arising hereunder allocated to a particular series or class,
whether in accordance with the express terms hereof or otherwise,
KDI shall have recourse solely against the assets of that series
or class to satisfy such claim and shall have no recourse against
the assets of any other series or class for such purpose.
13. This Agreement shall be construed in accordance with
applicable federal law and with the laws of The Commonwealth of
Massachusetts.
14. This Agreement is the entire contract between the
parties relating to the subject matter hereof and supersedes all
prior agreements between the parties relating to the subject
matter hereof.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the Fund and KDI have caused this
Agreement to be executed as of the day and year first above
written.
INVESTORS FUND SERIES
By:
Title:
ATTEST:
Title:
KEMPER DISTRIBUTORS, INC.
By:
Title:
ATTEST:
Title:
N\\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\INFS\UNDER97
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
AGREEMENT made this 7th day of September, 1998, between INVESTORS
FUND SERIES, a Massachusetts business trust (the "Fund"), and
KEMPER DISTRIBUTORS, INC., a Delaware corporation ("KDI").
In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto
as follows:
1. The Fund hereby appoints KDI to act as agent for
distribution of shares of beneficial interest (hereinafter called
"shares") of the Fund in jurisdictions wherein shares of the Fund
may legally be offered for sale; provided, however, that the Fund
in its absolute discretion may (a) issue or sell shares directly
to holders of shares of the Fund upon such terms and conditions
and for such consideration, if any, as it may determine, whether
in connection with the distribution of subscription or purchase
rights, the payment or reinvestment of dividends or
distributions, or otherwise; or (b) issue or sell shares at net
asset value to the shareholders of any other investment company,
for which KDI shall act as exclusive distributor, who wish to
exchange all or a portion of their investment in shares of such
other investment company for shares of the Fund. KDI shall
appoint various financial service firms ("Firms") to provide
distribution services to investors. The Firms shall provide such
office space and equipment, telephone facilities, personnel,
literature distribution, advertising and promotion as is
necessary or beneficial for providing information and
distribution services to existing and potential clients of the
Firms. KDI may also provide some of the above services for the
Fund.
KDI accepts such appointment as distributor and principal
underwriter and agrees to render such services and to assume the
obligations herein set forth for the compensation herein
provided. KDI shall for all purposes herein provided be deemed
to be an independent contractor and, unless expressly provided
herein or otherwise authorized, shall have no authority to act
for or represent the Fund in any way. KDI, by separate agreement
with the Fund, may also serve the Fund in other capacities. The
services of KDI to the Fund under this Agreement are not to be
deemed exclusive, and KDI shall be free to render similar
services or other services to others so long as its services
hereunder are not impaired thereby.
In carrying out its duties and responsibilities hereunder,
KDI will, pursuant to separate written contracts, appoint various
Firms to provide advertising, promotion and other distribution
services contemplated hereunder directly to or for the benefit of
existing and potential shareholders who may be clients of such
Firms. Such Firms shall at all times be deemed to be independent
contractors retained by KDI and not the Fund.
KDI shall use its best efforts with reasonable promptness to
sell such part of the authorized shares of the Fund remaining
unissued as from time to time shall be effectively registered
under the Securities Act of 1933 ("Securities Act"), at prices
determined as hereinafter provided and on terms hereinafter set
forth, all subject to applicable federal and state laws and
regulations and to the Fund's organizational documents.
2. KDI shall sell shares of the Fund to or through
qualified Firms in such manner, not inconsistent with the
provisions hereof and the then effective registration statement
(and related prospectus) of the Fund under the Securities Act, as
KDI may determine from time to time, provided that no Firm or
other person shall be appointed or authorized to act as agent of
the Fund without prior consent of the Fund. In addition to sales
made by it as agent of the Fund, KDI may, in its discretion, also
sell shares of the Fund as principal to persons with whom it does
not have selling group agreements.
Shares of any class of any series of the Fund offered for
sale or sold by KDI shall be so offered or sold at a price per
share determined in accordance with the then current prospectus.
The price the Fund shall receive for all shares purchased from it
shall be the net asset value used in determining the public
offering price applicable to the sale of such shares. Any excess
of the sales price over the net asset value of the shares of the
Fund sold by KDI as agent shall be retained by KDI as a
commission for its services hereunder. KDI may compensate Firms
for sales of shares at the commission levels provided in the
Fund's prospectus from time to time. KDI may pay other
commissions, fees or concessions to Firms, any may pay them to
others in its discretion, in such amounts as KDI shall determine
from time to time. KDI shall be entitled to receive and retain
any applicable contingent deferred sales charge as described in
the Fund's prospectus. KDI shall also receive any distribution
services fee payable by the Fund as provided in the Fund's
Amended and Restated 12b-1 Plan, as amended from time to time
(the "Plan").
KDI will require each Firm to conform to the provisions
hereof and the Registration Statement (and related prospectus) at
the time in effect under the Securities Act with respect to the
public offering price or net asset value, as applicable, of the
Fund's shares, and neither KDI nor any such Firms shall withhold
the placing of purchase orders so as to make a profit thereby.
3. The Fund will use its best efforts to keep effectively
registered under the Securities Act for sale as herein
contemplated such shares as KDI shall reasonably request and as
the Securities and Exchange Commission shall permit to be so
registered. Notwithstanding any other provision hereof, the Fund
may terminate, suspend or withdraw the offering of shares
whenever, in its sole discretion, it deems such action to be
desirable.
4. The Fund will execute any and all documents and furnish
any and all information that may be reasonably necessary in
connection with the qualification of its shares for sale
(including the qualification of the Fund as a dealer where
necessary or advisable) in such states as KDI may reasonably
request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its
opinion is unduly burdensome). The Fund will furnish to KDI from
time to time such information with respect to the Fund and its
shares as KDI may reasonably request for use in connection with
the sale of shares of the Fund.
5. KDI shall issue and deliver or shall arrange for
various Firms to issue and deliver on behalf of the Fund such
confirmations of sales made by it pursuant to this Agreement as
may be required. At or prior to the time of issuance of shares,
KDI will pay or cause to be paid to the Fund the amount due the
Fund for the sale of such shares. Certificates shall be issued
or shares registered on the transfer books of the Fund in such
names and denominations as KDI may specify.
6. KDI shall order shares of the Fund from the Fund only
to the extent that it shall have received purchase orders
therefor. KDI will not make, or authorize Firms or others to
make (a) any short sales of shares of the Fund; or (b) any sales
of such shares to any Board member or officer of the Fund or to
any officer or Board member of KDI or of any corporation or
association furnishing investment advisory, managerial or
supervisory services to the Fund, or to any corporation or
association, unless such sales are made in accordance with the
then current prospectus relating to the sale of such shares.
KDI, as agent of and for the account of the Fund, may repurchase
the shares of the Fund at such prices and upon such terms and
conditions as shall be specified in the current prospectus of the
Fund. In selling or reacquiring shares of the Fund for the
account of the Fund, KDI will in all respects conform to the
requirements of all state and federal laws and the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.,
relating to such sale or reacquisition, as the case may be, and
will indemnify and save harmless the Fund from any damage or
expense on account of any wrongful act by KDI or any employee,
representative or agent of KDI. KDI will observe and be bound by
all the provisions of the Fund's organizational documents (and of
any fundamental policies adopted by the Fund pursuant to the
Investment Company Act of 1940 (the "Investment Company Act"),
notice of which shall have been given to KDI) which at the time
in any way require, limit, restrict, prohibit or otherwise
regulate any action on the part of KDI hereunder.
7. The Fund shall assume and pay all charges and expenses
of its operations not specifically assumed or otherwise to be
provided by KDI under this Agreement or the Plan. The Fund will
pay or cause to be paid expenses (including the fees and
disbursements of its own counsel) of any registration of the Fund
and its shares under the United States securities laws and
expenses incident to the issuance of shares of beneficial
interest, such as the cost of share certificates, issue taxes,
and fees of the transfer agent. KDI will pay all expenses (other
than expenses which one or more Firms may bear pursuant to any
agreement with KDI) incident to the sale and distribution of the
shares issued or sold hereunder, including, without limiting the
generality of the foregoing, all (a) expenses of printing and
distributing any prospectus and of preparing, printing and
distributing or disseminating any other literature, advertising
and selling aids in connection with the offering of the shares
for sale (except that such expenses need not include expenses
incurred by the Fund in connection with the preparation,
typesetting, printing and distribution of any registration
statement or prospectus, report or other communication to
shareholders in their capacity as such), (b) expenses of
advertising in connection with such offering and (c) expenses
(other than the Fund's auditing expenses) of qualifying or
continuing the qualification of the shares for sale and, in
connection therewith, of qualifying or continuing the
qualification of the Fund as a dealer or broker under the laws of
such states as may be designated by KDI under the conditions
herein specified. No transfer taxes, if any, which may be
payable in connection with the issue or delivery or shares sold
as herein contemplated or of the certificates for such shares
shall be borne by the Fund, and KDI will indemnify and hold
harmless the Fund against liability for all such transfer taxes.
8. This Agreement shall become effective on the date
hereof and shall continue until April 1, 1999; and shall continue
from year to year thereafter only so long as such continuance is
approved in the manner required by the Investment Company Act.
This Agreement shall automatically terminate in the event of
its assignment and may be terminated at any time without the
payment of any penalty by the Fund or by KDI on sixty (60) days'
written notice to the other party. The Fund may effect
termination with respect to any class of any series of the Fund
by a vote of (i) a majority of the Board members who are not
interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan, this Agreement,
or in any other agreement related to the Plan, or (ii) a majority
of the outstanding voting securities of such series or class.
Without prejudice to any other remedies of the Fund, the Fund may
terminate this Agreement at any time immediately upon KDI's
failure to fulfill any of its obligations hereunder.
All material amendments to this Agreement must be approved
by a vote of a majority of the Board, and of the Board members
who are not interested persons of the Fund and who have no direct
or indirect financial interest in the operation of the Plan, this
Agreement or in any other agreement related to the Plan, cast in
person at a meeting called for such purpose.
The terms "assignment," "interested person" 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.
KDI shall receive such compensation for its distribution
services as set forth in the Plan. Termination of this Agreement
shall not affect the right of KDI to receive payments on any
unpaid balance of the compensation earned prior to such
termination, as set forth in the Plan.
9. KDI will not use or distribute, or authorize the use,
distribution or dissemination by Firms or others in connection
with the sale of Fund shares any statements other than those
contained in the Fund's current prospectus, except such
supplemental literature or advertising as shall be lawful under
federal and state securities laws and regulations. KDI will
furnish the Fund with copies of all such material.
10. 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. 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. All parties hereto are expressly put on notice of the
Fund's Agreement and Declaration of Trust, and all amendments
thereto, all of which are on file with the Secretary of The
Commonwealth of Massachusetts, and the limitation of shareholder
and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as
such representatives and not individually, and the obligations of
the Fund hereunder are not binding upon any of the Trustees,
officers or shareholders of the Fund individually but are binding
upon only the assets and property of the Fund. With respect to
any claim by KDI for recovery of any liability of the Fund
arising hereunder allocated to a particular series or class,
whether in accordance with the express terms hereof or otherwise,
KDI shall have recourse solely against the assets of that series
or class to satisfy such claim and shall have no recourse against
the assets of any other series or class for such purpose.
13. This Agreement shall be construed in accordance with
applicable federal law and with the laws of The Commonwealth of
Massachusetts.
14. This Agreement is the entire contract between the
parties relating to the subject matter hereof and supersedes all
prior agreements between the parties relating to the subject
matter hereof.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the Fund and KDI have caused this
Agreement to be executed as of the day and year first above
written.
INVESTORS FUND SERIES
By:
Title:
ATTEST:
Title:
KEMPER DISTRIBUTORS, INC.
By:
Title:
ATTEST:
Title:
