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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>
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<NAME> TAX-EXEMPT CALIFORNIA MONEY MARKET FUND
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</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
November 17, 1998
Kemper Funds
Exhibit A
September 30, 1998
Kemper Portfolios:
Kemper Cash Reserves Fund
Kemper U.S. Mortgage Fund
Kemper Short-Intermediate Government Fund
Kemper Growth Fund
Kemper Small Capitalization Equity Fund
Kemper Small Capitalization Relative Value Fund
Kemper Aggressive Growth Fund
Kemper U.S. Growth and Income Fund
Kemper High Yield Series:
Kemper High Yield Fund
Kemper High Yield Opportunity Fund
Kemper National State Tax-Free Income Series:
Kemper Municipal Bond Fund
Kemper Intermediate Municipal Bond Fund
Tax-Exempt California Money Market Fund
1
VPCHI01/#247572.1 11/16/98
INVESTMENT MANAGEMENT AGREEMENT
Tax-Exempt California Money Market Fund
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
Tax-Exempt California Money Market Fund
Ladies and Gentlemen:
TAX-EXEMPT CALIFORNIA MONEY MARKET FUND (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 Tax-Exempt
California Money Market Fund (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 .22 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 exceeds $500,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $500,000,000 shall be 1/12 of .20 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 .175 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds
$2,000,000,000, the fee payable for that month based on the
portion of the average of such values in excess of $2,000,000,000
shall be 1/12 of .16 of 1 percent of such portion; and provided
that, for any calendar month during which the average of such
values exceeds $3,000,000,000, the fee payable for that month
based on the portion of the average of such values in excess of
$3,000,000,000 shall be 1/12 of .15 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 December 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 "Tax-Exempt California Money Market Fund"
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,
TAX-EXEMPT CALIFORNIA MONEY MARKET
FUND,
on behalf of
Tax-Exempt California Money Market
Fund
By:
President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By:
Treasurer
G:\SHAREDAT\CORP_ACT\CONTRACT\KEMPER\TECMF\UNDER97.DOC 6
ADMINISTRATION, SHAREHOLDER SERVICES AND
DISTRIBUTION AGREEMENT
AGREEMENT made this 7th day of September, 1998, by and between
TAX-EXEMPT CALIFORNIA MONEY MARKET FUND, 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 administrator,
distributor and principal underwriter for the 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 broker-dealers and other
financial services firms ("Firms") to provide a cash
management service for their clients through the Fund. 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 services to potential and existing
shareholders of the Fund and to assist the Fund's
shareholder service agent in servicing accounts of the
Firm's clients who own Fund shares ("clients"). Such
services and assistance may include, but are not limited to,
establishment and maintenance of shareholder accounts and
records, processing purchase and redemption transactions,
automatic investment in Fund shares of client account cash
balances, answering routine client inquiries regarding the
Fund, assistance to clients in changing dividend options,
account designations and addresses, and such other services
as the Fund or KDI may reasonably request. KDI may also
provide some of the above services for the Fund directly.
KDI accepts such appointment and agrees during the term
hereof 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 otherwise expressly
provided or authorized, shall have no authority to act for
or represent the Fund in any way or otherwise be deemed an
agent of the Fund. It is understood and agreed that 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 administration
services and selling group agreements ("services
agreements"), appoint various Firms to provide
administrative, distribution and other services contemplated
hereunder directly to or for the benefit of existing and
potential shareholders who may be clients of such Firms.
Such Finns shall at all times be deemed to be independent
contractors retained by KDI and not the Fund. KDI and not
the Fund will be responsible for the payment of compensation
to such Firms for such services.
KDI will 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 Agreement and Declaration of Trust. The price the
Fund shall receive for all shares purchased from the Fund
shall be the net asset value used in determining the public
offering price applicable to the sale of such shares.
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 of the Fund under the Securities Act (and related
prospectus), as KDI may determine from time to time,
provided that no Firm or other person shall be appointed and
authorized to act as agent of the Fund without the 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 services agreements.
Shares 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
relating to the sale of such shares except as departure from
such prices shall be permitted by the rules and regulations
of the Securities and Exchange Commission; provided,
however, that any public offering price for shares of the
Fund shall be the net asset value per share. The net asset
value per share of the Fund shall be determined in the
manner and at the times set forth in the then current
prospectus of the Fund relating to such shares.
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 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, any short sales of shares of the Fund. 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 Agreement and Declaration of Trust
(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 Fund's
Amended and Restated 12b-1 Plan (the "Plan"). The Fund will
pay or cause to be paid expenses (including the fees and
disbursements of its own counsel) and all taxes and fees
payable to the federal, state or other governmental agencies
on account of the registration or qualification of
securities issued by the Fund or otherwise. The Fund will
also pay or cause to be paid 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 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, prospectus or report or other
communication to shareholders in their capacity as such) and
expenses of advertising in connection with such offering.
8. This Agreement shall become effective on the date
hereof and shall continue until December 1, 1998, 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
(60) days' written notice to the other party. The Fund may
effect termination by a vote of (i) a majority of the
trustees 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 the Fund.
All material amendments to this Agreement must be
approved by a vote of a majority of the Board of Trustees of
the Fund, including the trustees 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, whether
in accordance with the express terms hereof or otherwise,
KDI shall have no recourse against the assets of any other
series 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.
CALIFORNIA TAX-EXEMPT MONEY
MARKET FUND
By: /s/Mark S.
Casady
Title:
President
ATTEST:
By: /s/Maureen Kane
Title: Assistant Secretary
KEMPER DISTRIBUTORS, INC.
By: /s/James L.
Greenawalt
Title:
President
ATTEST:
By: /s/Joan V. Pearson
Title: Executive Assistant
