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EXHIBIT 11
DECHERT LETTERHEAD
December 14, 2000
Kemper Variable Series
on behalf of
Kemper Total Return Portfolio
222 South Riverside Plaza
Chicago Illinois 60606
Dear Sirs:
We have acted as counsel to Kemper Variable Series, a Massachusetts
business trust (the "Trust"), and we have a general familiarity with the Trust's
business operations, practices and procedures. You have asked for our opinion
regarding the issuance of shares of beneficial interest by the Trust in
connection with the acquisition by Kemper Total Return Portfolio, a series of
the Trust, of the assets of Kemper Horizon 5 Portfolio, a series of the Trust,
which shares are registered on a Form N-14 Registration Statement (the
"Registration Statement") filed by the Trust with the Securities and Exchange
Commission.
We have examined originals or certified copies, or copies otherwise
identified to our satisfaction as being true copies, of various trust records of
the Trust and such other instruments, documents and records as we have deemed
necessary in order to render this opinion. We have assumed the genuineness of
all signatures, the authenticity of all documents examined by us and the
correctness of all statements of fact contained in those documents.
On the basis of the foregoing, we are of the opinion that the shares of
beneficial interest of the Trust being registered under the Securities Act of
1933 in the Registration Statement will be legally and validly issued, fully
paid and non-assessable by the Trust, upon transfer of the assets of Kemper
Horizon 5 Portfolio pursuant to the terms of the Agreement and Plan of
Reorganization included in the Registration Statement.
We hereby consent to the filing of this opinion with and as part of the
Registration Statement.
Very truly yours,
/s/ Dechert
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<PAGE>
DECHERT LETTERHEAD
December 14, 2000
Kemper Variable Series
on behalf of
Kemper Total Return Portfolio
222 South Riverside Plaza
Chicago Illinois 60606
Dear Sirs:
We have acted as counsel to Kemper Variable Series, a Massachusetts
business trust (the "Trust"), and we have a general familiarity with the Trust's
business operations, practices and procedures. You have asked for our opinion
regarding the issuance of shares of beneficial interest by the Trust in
connection with the acquisition by Kemper Total Return Portfolio, a series of
the Trust, of the assets of Kemper Horizon 10+ Portfolio, a series of the Trust,
which shares are registered on a Form N-14 Registration Statement (the
"Registration Statement") filed by the Trust with the Securities and Exchange
Commission.
We have examined originals or certified copies, or copies otherwise
identified to our satisfaction as being true copies, of various trust records of
the Trust and such other instruments, documents and records as we have deemed
necessary in order to render this opinion. We have assumed the genuineness of
all signatures, the authenticity of all documents examined by us and the
correctness of all statements of fact contained in those documents.
On the basis of the foregoing, we are of the opinion that the shares of
beneficial interest of the Trust being registered under the Securities Act of
1933 in the Registration Statement will be legally and validly issued, fully
paid and non-assessable by the Trust, upon transfer of the assets of Kemper
Horizon 10+ Portfolio pursuant to the terms of the Agreement and Plan of
Reorganization included in the Registration Statement.
We hereby consent to the filing of this opinion with and as part of the
Registration Statement.
Very truly yours,
/s/ Dechert
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<PAGE>
DECHERT LETTERHEAD
December 14, 2000
Kemper Variable Series
on behalf of
Kemper Total Return Portfolio
222 South Riverside Plaza
Chicago Illinois 60606
Dear Sirs:
We have acted as counsel to Kemper Variable Series, a Massachusetts
business trust (the "Trust"), and we have a general familiarity with the Trust's
business operations, practices and procedures. You have asked for our opinion
regarding the issuance of shares of beneficial interest by the Trust in
connection with the acquisition by Kemper Total Return Portfolio, a series of
the Trust, of the assets of Kemper Horizon 20+ Portfolio, a series of the Trust,
which shares are registered on a Form N-14 Registration Statement (the
"Registration Statement") filed by the Trust with the Securities and Exchange
Commission.
We have examined originals or certified copies, or copies otherwise
identified to our satisfaction as being true copies, of various trust records of
the Trust and such other instruments, documents and records as we have deemed
necessary in order to render this opinion. We have assumed the genuineness of
all signatures, the authenticity of all documents examined by us and the
correctness of all statements of fact contained in those documents.
On the basis of the foregoing, we are of the opinion that the shares of
beneficial interest of the Trust being registered under the Securities Act of
1933 in the Registration Statement will be legally and validly issued, fully
paid and non-assessable by the Trust, upon transfer of the assets of Kemper
Horizon 20+ Portfolio pursuant to the terms of the Agreement and Plan of
Reorganization included in the Registration Statement.
We hereby consent to the filing of this opinion with and as part of the
Registration Statement.
Very truly yours,
/s/ Dechert
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