<PAGE> PAGE 1
000 A000000 05/31/98
000 C000000 0000825062
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007 C020200 KEMPER-DREMAN HIGH RETURN EQUITY FUND
007 C030200 N
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007 C010400 4
007 C010500 5
007 C020500 KEMPER SMALL CAP VALUE FUND
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007 C010600 6
007 C010700 7
007 C010800 8
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010 C01AA01 CHICAGO
010 C02AA01 IL
010 C03AA01 60606
010 C04AA01 5808
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011 C01AA01 CHICAGO
011 C02AA01 IL
011 C03AA01 60606
011 C04AA01 5808
<PAGE> PAGE 2
012 A00AA01 KEMPER SERVICE COMPANY
012 B00AA01 84-1713
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
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
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014 A00AA06 BANK HANDLOWY
014 B00AA06 8-24613
015 A00AA01 INVESTORS FIDUCIARY TRUST COMPANY
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020 C000003 266
020 A000004 SMITH BARNEY INC.
020 B000004 13-1912900
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020 A000005 KEEFE, BRUYETTE & WOODS, INC.
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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<PAGE> PAGE 10
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<PAGE> PAGE 11
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<PAGE> PAGE 12
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<PAGE> PAGE 13
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<PAGE> PAGE 14
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<PAGE> PAGE 15
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<PAGE> PAGE 16
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<PAGE> PAGE 17
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SIGNATURE PHILIP J. COLLORA
TITLE SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
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<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 012
<NAME> KEMPER CONTRARIAN FUND - CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 198,562
<INVESTMENTS-AT-VALUE> 231,595
<RECEIVABLES> 1,885
<ASSETS-OTHER> 1,225
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 234,705
<PAYABLE-FOR-SECURITIES> 1,946
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 446
<TOTAL-LIABILITIES> 2,392
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 189,613
<SHARES-COMMON-STOCK> 4,188
<SHARES-COMMON-PRIOR> 3,352
<ACCUMULATED-NII-CURRENT> 488
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,179
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 33,033
<NET-ASSETS> 232,313
<DIVIDEND-INCOME> 2,018
<INTEREST-INCOME> 819
<OTHER-INCOME> 0
<EXPENSES-NET> (1,866)
<NET-INVESTMENT-INCOME> 971
<REALIZED-GAINS-CURRENT> 9,252
<APPREC-INCREASE-CURRENT> 13,336
<NET-CHANGE-FROM-OPS> 23,559
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (168)
<DISTRIBUTIONS-OF-GAINS> (5,809)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 956
<NUMBER-OF-SHARES-REDEEMED> (421)
<SHARES-REINVESTED> 301
<NET-CHANGE-IN-ASSETS> 54,198
<ACCUMULATED-NII-PRIOR> 421
<ACCUMULATED-GAINS-PRIOR> 14,566
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 768
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,866
<AVERAGE-NET-ASSETS> 206,292
<PER-SHARE-NAV-BEGIN> 21.08
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 2.35
<PER-SHARE-DIVIDEND> (.04)
<PER-SHARE-DISTRIBUTIONS> (1.72)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.71
<EXPENSE-RATIO> 2.29
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 013
<NAME> KEMPER CONTRARIAN FUND - CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 198,562
<INVESTMENTS-AT-VALUE> 231,595
<RECEIVABLES> 1,885
<ASSETS-OTHER> 1,225
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 234,705
<PAYABLE-FOR-SECURITIES> 1,946
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 446
<TOTAL-LIABILITIES> 2,392
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 189,613
<SHARES-COMMON-STOCK> 447
<SHARES-COMMON-PRIOR> 281
<ACCUMULATED-NII-CURRENT> 488
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,179
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 33,033
<NET-ASSETS> 232,313
<DIVIDEND-INCOME> 2,018
<INTEREST-INCOME> 819
<OTHER-INCOME> 0
<EXPENSES-NET> (1,866)
<NET-INVESTMENT-INCOME> 971
<REALIZED-GAINS-CURRENT> 9,252
<APPREC-INCREASE-CURRENT> 13,336
<NET-CHANGE-FROM-OPS> 23,559
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11)
<DISTRIBUTIONS-OF-GAINS> (498)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 183
<NUMBER-OF-SHARES-REDEEMED> (41)
<SHARES-REINVESTED> 24
<NET-CHANGE-IN-ASSETS> 54,198
<ACCUMULATED-NII-PRIOR> 421
<ACCUMULATED-GAINS-PRIOR> 14,566
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 768
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,866
<AVERAGE-NET-ASSETS> 206,292
<PER-SHARE-NAV-BEGIN> 21.06
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 2.36
<PER-SHARE-DIVIDEND> (.03)
<PER-SHARE-DISTRIBUTIONS> (1.72)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.68
<EXPENSE-RATIO> 2.51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 021
<NAME> KEMPER-DREMAN HIGH RETURN EQUITY FUND - CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 4,021,297
<INVESTMENTS-AT-VALUE> 4,448,809
<RECEIVABLES> 27,003
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,475,812
<PAYABLE-FOR-SECURITIES> 42,204
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,687
<TOTAL-LIABILITIES> 52,891
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,840,829
<SHARES-COMMON-STOCK> 60,937
<SHARES-COMMON-PRIOR> 41,258
<ACCUMULATED-NII-CURRENT> 19,934
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 134,646
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 427,512
<NET-ASSETS> 4,422,921
<DIVIDEND-INCOME> 32,821
<INTEREST-INCOME> 36,985
<OTHER-INCOME> 0
<EXPENSES-NET> (31,273)
<NET-INVESTMENT-INCOME> 38,533
<REALIZED-GAINS-CURRENT> 136,412
<APPREC-INCREASE-CURRENT> 96,629
<NET-CHANGE-FROM-OPS> 271,574
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 19,760
<DISTRIBUTIONS-OF-GAINS> 64,098
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 23,963
<NUMBER-OF-SHARES-REDEEMED> (6,735)
<SHARES-REINVESTED> 2,451
<NET-CHANGE-IN-ASSETS> 1,491,200
<ACCUMULATED-NII-PRIOR> 15,293
<ACCUMULATED-GAINS-PRIOR> 134,180
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,144
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 31,273
<AVERAGE-NET-ASSETS> 3,734,033
<PER-SHARE-NAV-BEGIN> 33.52
<PER-SHARE-NII> .38
<PER-SHARE-GAIN-APPREC> 2.44
<PER-SHARE-DIVIDEND> (.40)
<PER-SHARE-DISTRIBUTIONS> (1.50)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 34.44
<EXPENSE-RATIO> 1.21
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 022
<NAME> KEMPER-DREMAN HIGH RETURN EQUITY FUND - CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 4,021,297
<INVESTMENTS-AT-VALUE> 4,448,809
<RECEIVABLES> 27,003
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,475,812
<PAYABLE-FOR-SECURITIES> 42,204
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,687
<TOTAL-LIABILITIES> 52,891
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,840,829
<SHARES-COMMON-STOCK> 56,365
<SHARES-COMMON-PRIOR> 38,968
<ACCUMULATED-NII-CURRENT> 19,934
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 134,646
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 427,512
<NET-ASSETS> 4,422,921
<DIVIDEND-INCOME> 32,821
<INTEREST-INCOME> 36,985
<OTHER-INCOME> 0
<EXPENSES-NET> (31,273)
<NET-INVESTMENT-INCOME> 38,533
<REALIZED-GAINS-CURRENT> 136,412
<APPREC-INCREASE-CURRENT> 96,629
<NET-CHANGE-FROM-OPS> 271,574
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11,636
<DISTRIBUTIONS-OF-GAINS> 60,333
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 19,131
<NUMBER-OF-SHARES-REDEEMED> (3,760)
<SHARES-REINVESTED> 2,026
<NET-CHANGE-IN-ASSETS> 1,491,200
<ACCUMULATED-NII-PRIOR> 15,293
<ACCUMULATED-GAINS-PRIOR> 134,180
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,144
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 31,273
<AVERAGE-NET-ASSETS> 3,734,033
<PER-SHARE-NAV-BEGIN> 33.37
<PER-SHARE-NII> .24
<PER-SHARE-GAIN-APPREC> 2.42
<PER-SHARE-DIVIDEND> (.26)
<PER-SHARE-DISTRIBUTIONS> (1.50)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 34.27
<EXPENSE-RATIO> 2.09
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 023
<NAME> KEMPER-DREMAN HIGH RETURN EQUITY FUND - CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 4,021,297
<INVESTMENTS-AT-VALUE> 4,448,809
<RECEIVABLES> 27,003
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,475,812
<PAYABLE-FOR-SECURITIES> 42,204
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,687
<TOTAL-LIABILITIES> 52,891
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,840,829
<SHARES-COMMON-STOCK> 10,529
<SHARES-COMMON-PRIOR> 6,609
<ACCUMULATED-NII-CURRENT> 19,934
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 134,646
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 427,512
<NET-ASSETS> 4,422,921
<DIVIDEND-INCOME> 32,821
<INTEREST-INCOME> 36,985
<OTHER-INCOME> 0
<EXPENSES-NET> (31,273)
<NET-INVESTMENT-INCOME> 38,533
<REALIZED-GAINS-CURRENT> 136,412
<APPREC-INCREASE-CURRENT> 96,629
<NET-CHANGE-FROM-OPS> 271,574
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,065
<DISTRIBUTIONS-OF-GAINS> 10,192
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,214
<NUMBER-OF-SHARES-REDEEMED> (598)
<SHARES-REINVESTED> 304
<NET-CHANGE-IN-ASSETS> 1,491,200
<ACCUMULATED-NII-PRIOR> 15,293
<ACCUMULATED-GAINS-PRIOR> 134,180
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,144
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 31,273
<AVERAGE-NET-ASSETS> 3,734,033
<PER-SHARE-NAV-BEGIN> 33.38
<PER-SHARE-NII> .24
<PER-SHARE-GAIN-APPREC> 2.43
<PER-SHARE-DIVIDEND> (.26)
<PER-SHARE-DISTRIBUTIONS> (1.50)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 34.29
<EXPENSE-RATIO> 2.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 024
<NAME> KEMPER-DREMAN HIGH RETURN EQUITY FUND - CLASS I
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 4,021,297
<INVESTMENTS-AT-VALUE> 4,448,809
<RECEIVABLES> 27,003
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,475,812
<PAYABLE-FOR-SECURITIES> 42,204
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,687
<TOTAL-LIABILITIES> 52,891
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,840,829
<SHARES-COMMON-STOCK> 922
<SHARES-COMMON-PRIOR> 834
<ACCUMULATED-NII-CURRENT> 119,934
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 134,646
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 427,512
<NET-ASSETS> 4,422,921
<DIVIDEND-INCOME> 32,821
<INTEREST-INCOME> 36,985
<OTHER-INCOME> 0
<EXPENSES-NET> (31,273)
<NET-INVESTMENT-INCOME> 38,533
<REALIZED-GAINS-CURRENT> 136,412
<APPREC-INCREASE-CURRENT> 96,629
<NET-CHANGE-FROM-OPS> 271,574
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 431
<DISTRIBUTIONS-OF-GAINS> 1,323
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 353
<NUMBER-OF-SHARES-REDEEMED> (318)
<SHARES-REINVESTED> 53
<NET-CHANGE-IN-ASSETS> 1,491,200
<ACCUMULATED-NII-PRIOR> 15,293
<ACCUMULATED-GAINS-PRIOR> 134,180
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,144
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 31,273
<AVERAGE-NET-ASSETS> 3,734,033
<PER-SHARE-NAV-BEGIN> 33.51
<PER-SHARE-NII> .49
<PER-SHARE-GAIN-APPREC> 2.42
<PER-SHARE-DIVIDEND> (.47)
<PER-SHARE-DISTRIBUTIONS> (1.50)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 34.45
<EXPENSE-RATIO> .82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 051
<NAME> KEMPER SMALL CAP VALUE FUND - CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 1,116,837
<INVESTMENTS-AT-VALUE> 1,245,150
<RECEIVABLES> 3,836
<ASSETS-OTHER> 8,395
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,257,381
<PAYABLE-FOR-SECURITIES> 16,838
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,351
<TOTAL-LIABILITIES> 20,189
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,077,736
<SHARES-COMMON-STOCK> 27,398
<SHARES-COMMON-PRIOR> 33,737
<ACCUMULATED-NII-CURRENT> (964)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 32,107
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 128,313
<NET-ASSETS> 1,237,192
<DIVIDEND-INCOME> 6,069
<INTEREST-INCOME> 3,260
<OTHER-INCOME> 0
<EXPENSES-NET> (11,159)
<NET-INVESTMENT-INCOME> (1,830)
<REALIZED-GAINS-CURRENT> 35,902
<APPREC-INCREASE-CURRENT> 13,883
<NET-CHANGE-FROM-OPS> 47,955
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (20,162)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,662
<NUMBER-OF-SHARES-REDEEMED> (16,903)
<SHARES-REINVESTED> 902
<NET-CHANGE-IN-ASSETS> (25,952)
<ACCUMULATED-NII-PRIOR> 866
<ACCUMULATED-GAINS-PRIOR> 33,934
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,383
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11,159
<AVERAGE-NET-ASSETS> 1,232,105
<PER-SHARE-NAV-BEGIN> 21.83
<PER-SHARE-NII> (.03)
<PER-SHARE-GAIN-APPREC> 1.04
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.70)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.14
<EXPENSE-RATIO> 1.42
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 052
<NAME> KEMPER SMALL CAP VALUE FUND - CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 1,116,837
<INVESTMENTS-AT-VALUE> 1,245,150
<RECEIVABLES> 3,836
<ASSETS-OTHER> 8,395
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,257,381
<PAYABLE-FOR-SECURITIES> 16,838
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,351
<TOTAL-LIABILITIES> 20,189
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,077,736
<SHARES-COMMON-STOCK> 22,795
<SHARES-COMMON-PRIOR> 19,222
<ACCUMULATED-NII-CURRENT> (964)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 32,107
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 128,313
<NET-ASSETS> 1,237,192
<DIVIDEND-INCOME> 6,069
<INTEREST-INCOME> 3,260
<OTHER-INCOME> 0
<EXPENSES-NET> (11,159)
<NET-INVESTMENT-INCOME> (1,830)
<REALIZED-GAINS-CURRENT> 35,902
<APPREC-INCREASE-CURRENT> 13,883
<NET-CHANGE-FROM-OPS> 47,955
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (13,803)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,225
<NUMBER-OF-SHARES-REDEEMED> (2,241)
<SHARES-REINVESTED> 589
<NET-CHANGE-IN-ASSETS> (25,952)
<ACCUMULATED-NII-PRIOR> 866
<ACCUMULATED-GAINS-PRIOR> 33,934
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,383
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11,159
<AVERAGE-NET-ASSETS> 1,232,105
<PER-SHARE-NAV-BEGIN> 21.46
<PER-SHARE-NII> (.07)
<PER-SHARE-GAIN-APPREC> .97
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.70)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.66
<EXPENSE-RATIO> 2.27
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 053
<NAME> KEMPER SMALL CAP VALUE FUND - CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 1,116,837
<INVESTMENTS-AT-VALUE> 1,245,150
<RECEIVABLES> 3,836
<ASSETS-OTHER> 8,395
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,257,381
<PAYABLE-FOR-SECURITIES> 16,838
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,351
<TOTAL-LIABILITIES> 20,189
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,077,736
<SHARES-COMMON-STOCK> 5,673
<SHARES-COMMON-PRIOR> 4,626
<ACCUMULATED-NII-CURRENT> (964)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 32,107
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 128,313
<NET-ASSETS> 1,237,192
<DIVIDEND-INCOME> 6,069
<INTEREST-INCOME> 3,260
<OTHER-INCOME> 0
<EXPENSES-NET> (11,159)
<NET-INVESTMENT-INCOME> (1,830)
<REALIZED-GAINS-CURRENT> 35,902
<APPREC-INCREASE-CURRENT> 13,883
<NET-CHANGE-FROM-OPS> 47,955
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (3,288)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,488
<NUMBER-OF-SHARES-REDEEMED> (557)
<SHARES-REINVESTED> 116
<NET-CHANGE-IN-ASSETS> (25,952)
<ACCUMULATED-NII-PRIOR> 866
<ACCUMULATED-GAINS-PRIOR> 33,934
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,383
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11,159
<AVERAGE-NET-ASSETS> 1,232,105
<PER-SHARE-NAV-BEGIN> 21.51
<PER-SHARE-NII> (.06)
<PER-SHARE-GAIN-APPREC> .98
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.70)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.73
<EXPENSE-RATIO> 2.22
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMIANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000825062
<NAME> KEMPER VALUE SERIES, INC.
<SERIES>
<NUMBER> 054
<NAME> KEMPER SMALL CAP VALUE FUND - CLASS I
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1998
<INVESTMENTS-AT-COST> 1,116,837
<INVESTMENTS-AT-VALUE> 1,245,150
<RECEIVABLES> 3,836
<ASSETS-OTHER> 8,395
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,257,381
<PAYABLE-FOR-SECURITIES> 16,838
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,351
<TOTAL-LIABILITIES> 20,189
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,077,736
<SHARES-COMMON-STOCK> 599
<SHARES-COMMON-PRIOR> 667
<ACCUMULATED-NII-CURRENT> (964)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 32,107
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 128,313
<NET-ASSETS> 1,237,192
<DIVIDEND-INCOME> 6,069
<INTEREST-INCOME> 3,260
<OTHER-INCOME> 0
<EXPENSES-NET> (11,159)
<NET-INVESTMENT-INCOME> (1,830)
<REALIZED-GAINS-CURRENT> 35,902
<APPREC-INCREASE-CURRENT> 13,883
<NET-CHANGE-FROM-OPS> 47,955
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (476)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 185
<NUMBER-OF-SHARES-REDEEMED> (276)
<SHARES-REINVESTED> 23
<NET-CHANGE-IN-ASSETS> (25,952)
<ACCUMULATED-NII-PRIOR> 866
<ACCUMULATED-GAINS-PRIOR> 33,934
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,383
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 11,159
<AVERAGE-NET-ASSETS> 1,232,105
<PER-SHARE-NAV-BEGIN> 22.08
<PER-SHARE-NII> .10
<PER-SHARE-GAIN-APPREC> 1.00
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.70)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.48
<EXPENSE-RATIO> .92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Exhibit 77C
Kemper Value Fund
Form N-SAR for the period ended 05/31/98
File No. 811-5385
Page 1
A special meeting of Registrant's shareholders was held on
December 3, 1997. Votes regarding the items submitted to
shareholder vote are set forth below.
Item 1: Election of the Board of Trustees
James E. Akins
Vote Number
---- -----------
FOR 75,383,520
WITHHELD 1,019,732
Arthur R. Gottschalk
Vote Number
---- -----------
FOR 75,374,971
WITHHELD 1,028,281
Frederick T. Kelsey
Vote Number
---- -----------
FOR 75,381,005
WITHHELD 1,022,247
Daniel Pierce
Vote Number
---- -----------
FOR 75,379,579
WITHHELD 1,023,673
Fred B. Renwick
Vote Number
---- -----------
FOR 75,413,453
WITHHELD 989,789
John B. Tingleff
Vote Number
---- -----------
FOR 75,398,856
WITHHELD 1,004,396
Exhibit 77C
Kemper Value Fund
Form N-SAR for the period ended 05/31/98
File No. 811-5385
Page 2
Edmond D. Villani
Vote Number
---- -----------
FOR 75,368,163
WITHHELD 1,035,089
John G. Weithers
Vote Number
---- -----------
FOR 75,411,770
WITHHELD 911,482
Item 2: Selection of Independent Auditors
Vote Number
---- -----------
FOR 74,654,361
WITHHELD 520,089
ABSTAIN 1,228,802
Item 3: New Investment Management Agreement
Kemper Contrarian Fund
Vote Number
---- -----------
FOR 3,981,206
AGAINST 162,448
Kemper-Dreman High Return Equity Fund
Vote Number
---- -----------
FOR 41,430,196
AGAINST 1,634,360
Kemper Small Cap Value Fund
Vote Number
---- -----------
FOR 25,354,690
AGAINST 1,026,860
Exhibit 77C
Kemper Value Fund
Form N-SAR for the period ended 05/31/98
File No. 811-5385
Page 3
Item 6: New Sub-Advisory Agreement
Kemper-Dreman High Return Equity Fund
Vote Number
---- -----------
FOR 41,332,190
AGAINST 1,732,368
Item 7: New Rule 12b-1 Distribution Plan
Kemper Contrarian Fund
Class B Shares
Vote Number
---- -----------
FOR 1,528,665
AGAINST 150,979
Class C Shares
Vote Number
---- -----------
FOR 143,120
AGAINST 10,483
Kemper-Dreman High Return Fund
Class B Shares
Vote Number
---- -----------
FOR 17,789,625
AGAINST 2,076,858
Class C Shares
Vote Number
---- -----------
FOR 2,813,648
AGAINST 388,726
Exhibit 77C
Kemper Value Fund
Form N-SAR for the period ended 05/31/98
File No. 811-5385
Page 4
Kemper Small Cap Value Fund
Class B Shares
Vote Number
---- -----------
FOR 7,947,494
AGAINST 990,159
Class C Shares
Vote Number
---- -----------
FOR 1,949,279
AGAINST 114,554
Item 8: To approve changes in fundamental investment policies
Kemper Contrarian Fund
Vote Number
---- -----------
FOR 3,981,206
AGAINST 162,446
Kemper-Dreman High Return Equity Fund
Vote Number
---- -----------
FOR 32,901,192
AGAINST 4,230,615
Kemper Small Cap Value Fund
Vote Number
---- -----------
FOR 20,256,710
AGAINST 2,476,957
Exhibit 77Q1(e)(1)
Kemper Value Fund
Form N-SAR for the period ended 05/31/98
File No. 811-5385
INVESTMENT MANAGEMENT AGREEMENT
Kemper Value Fund, Inc.
222 South Riverside Plaza
Chicago, Illinois 60606
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Contrarian Fund
Ladies and Gentlemen:
KEMPER VALUE FUND, INC. (the "Corporation") has been established
as a Maryland corporation to engage in the business of an
investment company. Pursuant to the Corporation's Articles of
Incorporation, as amended from time-to-time (the "Articles"), the
Board of Directors is authorized to issue the Corporation's
shares (the "Shares"), in separate series, or funds. The Board of
Directors has authorized Kemper Contrarian Fund (the "Fund").
Series may be abolished and dissolved, and additional series
established, from time to time by action of the Directors.
The Corporation, 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 Corporation on behalf of
the Fund agrees with you as follows:
1. Delivery of Documents. The Corporation 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
Corporation's Registration Statement on Form N-1A, as amended
from time to time, (the "Registration Statement") filed by the
Corporation 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 Corporation. The Corporation
has also furnished you with copies properly certified or
authenticated of each of the following additional documents
related to the Corporation and the Fund:
(a) The Articles, as amended to date.
(b) By-Laws of the Corporation as in effect on the date
hereof (the "By-Laws").
(c) Resolutions of the Directors of the Corporation 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 Corporation 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 Corporation's Board of
Directors. 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 Corporation. You shall also
make available to the Corporation promptly upon request all of
the Fund's investment records and ledgers as are necessary to
assist the Corporation 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
Corporation are being conducted in a manner consistent with
applicable laws and regulations.
2
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Corporation's Board of Directors
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 Corporation's officers or Board of Directors 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 Corporation 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 Corporation's Board of Directors
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
3
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 Corporation as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Corporation's Board of
Directors. 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 Directors, officers and
executive employees of the Corporation (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 Corporation, 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 Directors 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
Corporation; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues
and expenses incurred by the Fund in connection with membership
4
in investment company trade organizations; fees and expenses of
the Fund's accounting agent for which the Corporation 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 Corporation business) of Directors, officers and employees of
the Corporation 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 Directors and officers of the
Corporation; 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 Corporation 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 Corporation 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 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 .72 of 1
percent of such portion; provided that, for any calendar month
5
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 $10,000,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .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
Articles and the Registration Statement. If the determination of
net asset value does not take place for any particular day, then
for the purposes of this section 5, the value of the net assets
of the Fund as last determined shall be deemed to be the value of
its net assets as of 4:00 p.m. (New York time), or as of such
other time as the value of the net assets of the Fund s portfolio
may be lawfully determined on that day. If the Fund determines
the value of the net assets of its portfolio more than once on
any day, then the last such determination thereof on that day
shall be deemed to be the sole determination thereof on that day
for the purposes of this section 5.
6
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund s
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of yours concerning the Shares of the Fund, you shall act solely
as investment counsel for such clients and not in any way on
behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Corporation. 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
Corporation 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 Corporation, 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
7
vote of a majority of the Directors 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 Directors of the Corporation, 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 Corporation's Board of Directors on 60 days' written notice
to you, or by you on 60 days' written notice to the Corporation.
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 Directors
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. 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.
8
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
Corporation 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 Corporation, whereupon this
letter shall become a binding contract effective as of the date
of this Agreement.
Yours very truly,
KEMPER VALUE FUND, INC., on behalf of
Kemper Contrarian Fund
By: /s/ John E. Neal
----------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Lynn S. Birdsong
----------------------------------
Vice President
9
Exhibit 77Q1(e)(2)
Kemper Value Fund
Form N-SAR for the period ended 05/31/98
File No. 811-5385
INVESTMENT MANAGEMENT AGREEMENT
Kemper Value Fund, Inc.
222 South Riverside Plaza
Chicago, Illinois 60606
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper-Dreman High Return Equity Fund
Ladies and Gentlemen:
KEMPER VALUE FUND, INC. (the "Corporation") has been established
as a Maryland corporation to engage in the business of an
investment company. Pursuant to the Corporation s Articles of
Incorporation, as amended from time-to-time (the "Articles"), the
Board of Directors is authorized to issue the Corporation's
shares (the "Shares"), in separate series, or funds. The Board of
Directors has authorized Kemper-Dreman High Return Equity Fund
(the "Fund"). Series may be abolished and dissolved, and
additional series established, from time to time by action of the
Directors.
The Corporation, 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 Corporation on behalf of
the Fund agrees with you as follows:
1. Delivery of Documents. The Corporation 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
Corporation s Registration Statement on Form N-1A, as amended
from time to time, (the "Registration Statement") filed by the
Corporation 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 Corporation. The Corporation
has also furnished you with copies properly certified or
authenticated of each of the following additional documents
related to the Corporation and the Fund:
(a) The Articles, as amended to date.
(b) By-Laws of the Corporation as in effect on the date
hereof (the "By-Laws").
(c) Resolutions of the Directors of the Corporation 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 Corporation 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 Corporation's Board of
Directors. 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 Corporation. You shall also
make available to the Corporation promptly upon request all of
the Fund s investment records and ledgers as are necessary to
assist the Corporation 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
Corporation are being conducted in a manner consistent with
applicable laws and regulations.
2
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Corporation's Board of Directors
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 Corporation's officers or Board of Directors 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 Corporation 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 Corporation's Board of Directors
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
3
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 Corporation as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Corporation s Board of
Directors. 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 Directors, officers and
executive employees of the Corporation (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 Corporation, 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' Directors 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
Corporation; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues
and expenses incurred by the Fund in connection with membership
4
in investment company trade organizations; fees and expenses of
the Fund's accounting agent for which the Corporation 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 Corporation business) of Directors, officers and employees of
the Corporation 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 Directors and officers of the
Corporation; 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 Corporation 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 Corporation 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 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 .72 of 1
percent of such portion; provided that, for any calendar month
5
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 $10,000,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .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
Articles and the Registration Statement. If the determination of
net asset value does not take place for any particular day, then
for the purposes of this section 5, the value of the net assets
of the Fund as last determined shall be deemed to be the value of
its net assets as of 4:00 p.m. (New York time), or as of such
other time as the value of the net assets of the Fund s portfolio
may be lawfully determined on that day. If the Fund determines
the value of the net assets of its portfolio more than once on
any day, then the last such determination thereof on that day
shall be deemed to be the sole determination thereof on that day
for the purposes of this section 5.
6
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually bound
hereunder by the terms of any publicly announced waiver of your
fee, or any limitation of the Fund's expenses, as if such waiver
or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund's
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement. If
any occasion should arise in which you give any advice to clients
of yours concerning the Shares of the Fund, you shall act solely
as investment counsel for such clients and not in any way on
behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Corporation. 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
Corporation 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 Corporation, 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
7
vote of a majority of the Directors 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 Directors of the Corporation, 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 Corporation's Board of Directors on 60 days' written notice
to you, or by you on 60 days' written notice to the Corporation.
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 Directors
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. 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.
8
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
Corporation 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 Corporation, whereupon this
letter shall become a binding contract effective as of the date
of this Agreement.
Yours very truly,
KEMPER VALUE FUND, INC., on behalf of
Kemper-Dreman High Return Equity Fund
By: /s/ John E. Neal
----------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Lynn S. Birdsong
---------------------------------
Vice President
Exhibit 77Q1(e)(3)
Kemper Value Fund
Form N-SAR for the period ended 05/31/98
File No. 811-5385
INVESTMENT MANAGEMENT AGREEMENT
Kemper Value Fund, Inc.
222 South Riverside Plaza
Chicago, Illinois 60606
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Small Cap Value Fund
Ladies and Gentlemen:
KEMPER VALUE FUND, INC. (the "Corporation") has been established
as a Maryland corporation to engage in the business of an
investment company. Pursuant to the Corporation's Articles of
Incorporation, as amended from time-to-time (the "Articles"), the
Board of Directors is authorized to issue the Corporation's
shares (the "Shares"), in separate series, or funds. The Board of
Directors has authorized Kemper Small Cap Value Fund (the
"Fund"). Series may be abolished and dissolved, and additional
series established, from time to time by action of the Directors.
The Corporation, 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 Corporation on behalf of
the Fund agrees with you as follows:
1. Delivery of Documents. The Corporation 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
Corporation's Registration Statement on Form N-1A, as amended
from time to time, (the "Registration Statement") filed by the
Corporation 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 Corporation. The Corporation
has also furnished you with copies properly certified or
authenticated of each of the following additional documents
related to the Corporation and the Fund:
(a) The Articles, as amended to date.
(b) By-Laws of the Corporation as in effect on the date
hereof (the "By-Laws").
(c) Resolutions of the Directors of the Corporation 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 Corporation 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 Corporation's Board of
Directors. 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 Corporation. You shall also
make available to the Corporation promptly upon request all of
the Fund's investment records and ledgers as are necessary to
assist the Corporation 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
Corporation 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
2
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 Corporation's Board of Directors
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 Corporation's officers or Board of Directors 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 Corporation 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 Corporation's Board of Directors
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
3
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 Corporation as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Corporation's Board of
Directors. 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 Directors, officers and
executive employees of the Corporation (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 Corporation, 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 Directors 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
Corporation; 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 Corporation is
4
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 Corporation business) of Directors, officers and employees of
the Corporation 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 Directors and officers of the
Corporation; 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 Corporation 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 Corporation 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 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 .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
5
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 $10,000,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .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
Articles 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
6
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 Corporation. 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
Corporation 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 Corporation, 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 Directors who are not parties to this
Agreement or interested persons of any party to this Agreement,
7
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Directors of the Corporation, 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 Corporation's Board of Directors on 60 days' written notice
to you, or by you on 60 days' written notice to the Corporation.
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 Directors
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. 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
8
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
Corporation 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 Corporation, whereupon this
letter shall become a binding contract effective as of the date
of this Agreement.
Yours very truly,
KEMPER VALUE FUND, INC., on behalf of
Kemper Small Cap Value Fund
By: /s/ John E. Neal
----------------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Lynn S. Birdsong
----------------------------------
Vice President
9
Exhibit 77Q1(e)(4)
Kemper Value Fund
Form N-SAR for the period ended 05/31/98
File No. 811-5385
SUB-ADVISORY AGREEMENT
AGREEMENT made this 31st day of December, 1997, by and between
SCUDDER KEMPER INVESTMENTS, INC., a Delaware corporation (the
"Adviser") and DREMAN VALUE MANAGEMENT, L.L.C., formerly known as
CONTRARIAN INVESTMENT MANAGEMENT, L.L.C., a Delaware limited
liability company (the "Sub-Adviser").
WHEREAS, KEMPER VALUE FUND, INC., formerly known as KEMPER-DREMAN
FUND, INC., a Maryland corporation (the "Fund") is a management
investment company registered under the Investment Company Act of
1940 ("the Investment Company Act");
WHEREAS, the Fund has retained the Adviser to render to it
investment advisory and management services with regard to the
Fund, including the series known as the Kemper-Dreman High Return
Equity Fund (the "High Return Series"), pursuant to an Investment
Management Agreement (the "Management Agreement"); and
WHEREAS, the Adviser desires at this time to retain the Sub-
Adviser to render investment advisory and management services for
the High Return Series and the Sub-Adviser is willing to render
such services;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. Appointment of Sub-Adviser.
(a) The Adviser hereby employs the Sub-Adviser to manage
the investment and reinvestment of the assets of the High Return
Series in accordance with the applicable investment objectives,
policies and limitations and subject to the supervision of the
Adviser and the Board of Directors of the Fund for the period and
upon the terms herein set forth, and to place orders for the
purchase or sale of portfolio securities for the High Return
Series account with brokers or dealers selected by the Sub-
Adviser; and, in connection therewith, the Sub-Adviser is
authorized as the agent of the High Return Series to give
instructions to the Custodian of the Fund as to the deliveries of
securities and payments of cash for the account of the High
Return Series. In connection with the selection of such brokers
or dealers and the placing of such orders, the Sub-Adviser is
directed to seek for the High Return Series best execution of
orders. Subject to such policies as the Board of Directors of the
Fund determines and subject to satisfying the requirements of
Section 28(e) of the Securities Exchange Act of 1934, the Sub-
Adviser shall not be deemed to have acted unlawfully or to have
breached any duty, created by this Agreement or otherwise, solely
by reason of its having caused the High Return Series to pay a
broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that
such amount of commission was reasonable in relation to the value
of the brokerage and research services provided by such broker or
dealer viewed in terms of either that particular transaction or
the Sub-Adviser's overall responsibilities with respect to the
clients of the Sub-Adviser as to which the Sub-Adviser exercises
investment discretion. The Adviser recognizes that all research
services and research that the Sub-Adviser receives are available
for all clients of the Sub-Adviser, and that the High Return
Series and other clients of the Sub-Adviser may benefit thereby.
The investment of funds shall be subject to all applicable
restrictions of the Articles of Incorporation and By-Laws of the
Fund as may from time to time be in force.
(b) The Sub-Adviser accepts such employment and agrees
during the period of this Agreement to render such investment
management services, to furnish related office facilities and
equipment and clerical, bookkeeping and administrative services
for the High Return Series, and to assume the other obligations
herein set forth for the compensation herein provided. The Sub-
Adviser shall assume and pay all of the costs and expenses of
performing its obligations under this Agreement. The Sub-Adviser
shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent
the Fund, the High Return Series or the Adviser in any way or
otherwise be deemed an agent of the Fund, the High Return Series
or the Adviser.
(c) The Sub-Adviser will keep the Adviser, for itself and
on behalf of the Fund, informed of developments materially
affecting the Fund or the High Return Series and shall, on the
Sub-Adviser's own initiative and as reasonably requested by the
Adviser, for itself and on behalf of the Fund, furnish to the
Adviser from time to time whatever information the Adviser
reasonably believes appropriate for this purpose.
(d) The Sub-Adviser shall provide the Adviser with such
investment portfolio accounting and shall maintain and provide
such detailed records and reports as the Adviser may from time to
time reasonably request, including without limitation, daily
processing of investment transactions and periodic valuations of
investment portfolio positions as required by the Adviser,
monthly reports of the investment portfolio and all investment
transactions and the preparation of such reports and compilation
of such data as may be required by the Adviser to comply with the
2
obligations imposed upon it under the Management Agreement. Sub-
Adviser agrees to install in its offices computer equipment or
software, as provided by the Adviser, for use by the Sub-Adviser
in performing its duties under this Sub-Advisory Agreement,
including inputting on a daily basis that day's portfolio
transactions in the High Return Series.
(e) The Sub-Adviser shall maintain and enforce adequate
security procedures with respect to all materials, records,
documents and data relating to any of its responsibilities
pursuant to this Agreement including all means for the effecting
of securities transactions.
(f) The Sub-Adviser agrees that it will provide to the
Adviser or the Fund promptly upon request reports and copies of
such of its investment records and ledgers with respect to the
High Return Series as appropriate to assist the Adviser and the
Fund in monitoring compliance with the Investment Company Act and
the Investment Advisers Act of 1940 (the "Advisers Act"), as well
as other applicable laws. The Sub-Adviser will furnish the Fund s
Board of Directors such periodic and special reports with respect
to the High Return Series as the Adviser or the Board of
Directors may reasonably request, including statistical
information with respect to the High Return Series's securities.
(g) In compliance with the requirements of Rule 31a-3 under
the Investment Company Act, the Sub-Adviser hereby agrees that
any records that it maintains for the Fund are the property of
the Fund and further agrees to surrender promptly any such
records upon the Fund's or the Adviser's request, although the
Sub-Adviser may, at the Sub-Adviser's own expense, make and
retain copies of such records. The Sub-Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the
Investment Company Act any records with respect to the Sub-
Adviser's duties hereunder required to be maintained by Rule 31a-
1 under the Investment Company Act to the extent that the Sub-
Adviser prepares and maintains such records pursuant to this
Agreement and to preserve the records required by Rule 204-2
under the Advisers Act for the period specified in that Rule.
(h) The Sub-Adviser agrees that it will immediately notify
the Adviser and the Fund in the event that the Sub-Adviser: (i)
becomes subject to a statutory disqualification that prevents the
Sub-Adviser from serving as an investment adviser pursuant to
this Agreement; or (ii) is or expects to become the subject of an
administrative proceeding or enforcement action by the United
States Securities and Exchange Commission ("SEC") or other
regulatory authority.
(i) The Sub-Adviser agrees that it will immediately
forward, upon receipt, to the Adviser, for itself and as agent
3
for the Fund, any correspondence from the SEC or other regulatory
authority that relates to the High Return Series.
(j) The Sub-Adviser acknowledges that it is an "investment
adviser" to the Fund within the meaning of the Investment Company
Act and the Advisers Act.
(k) The Sub-Adviser shall be responsible for maintaining an
appropriate compliance program to ensure that the services
provided by it under this Agreement are performed in a manner
consistent with applicable laws and the terms of this Agreement.
Sub-Adviser agrees to provide such reports and certifications
regarding its compliance program as the Adviser or the Fund shall
reasonably request from time to time. Furthermore, the Sub-
Adviser shall maintain and enforce a Code of Ethics which in form
and substance is consistent with industry norms as changed from
time to time. Sub-Adviser agrees to allow the Board of Directors
of the Fund to review its Code of Ethics upon request. Sub-
Adviser agrees to report to the Adviser on a quarterly basis any
violations of the Code of Ethics of which its senior management
becomes aware.
2. Compensation.
For the services and facilities described herein, the Adviser
will pay to the Sub-Adviser, 15 days after the end of each
calendar month, a sub-advisory fee computed by applying the
annual rates set forth in Appendix A to the applicable average
daily net assets of the High Return Series.
For the month and year in which this Agreement becomes effective
or terminates, there shall be an appropriate proration on the
basis of the number of days that the Agreement is in effect
during the month and year, respectively.
The Adviser further agrees that notwithstanding Appendix A the
minimum amounts payable to Sub-Adviser during the following
calendar years that Sub-Adviser serves under this Agreement shall
be $1.0 million in 1997 and $8 million in each of 2000, 2001, and
2002 for services rendered during each of those years. The
payments, if any, made under the foregoing sentence shall be made
by January 15 of the year immediately following the calendar year
to which such payment relates.
3. Net Asset Value. The net asset value for the High Return
Series shall be calculated as the Board of Directors of the Fund
may determine from time to time in accordance with the provisions
of the Investment Company Act. On each day when net asset value
is not calculated, the net asset value of the High Return Series
shall be deemed to be the net asset value as of the close of
business on the last day on which such calculation was made for
the purpose of the foregoing computations.
4
4. Duration and Termination.
(a) This Agreement shall become effective with respect to
the High Return Series on the date hereof and shall remain in
full force until December 31, 2002, unless sooner terminated or
not annually approved as hereinafter provided. Notwithstanding
the foregoing, this Agreement shall continue in force through
December 31, 2002, and from year to year thereafter, only as long
as such continuance is specifically approved at least annually
and in the manner required by the Investment Company Act and the
rules and regulations thereunder, with the first annual renewal
to be coincident with the next renewal of the Management
Agreement.
(b) This Agreement shall automatically terminate in the
event of its assignment or in the event of the termination of the
Management Agreement. In addition, Adviser has the right to
terminate this Agreement upon immediate notice if the Sub-Adviser
becomes statutorily disqualified from performing its duties under
this Agreement or otherwise is legally prohibited from operating
as an investment adviser.
(c) This Agreement may be terminated at any time, without
the payment by the Fund of any penalty, by the Board of Directors
of the Fund, or by vote of a majority of the outstanding voting
securities of the High Return Series, or by the Adviser. The Fund
may effect termination of this Agreement by action of the Board
of Directors of the Fund or by vote of a majority of the
outstanding voting securities of the High Return Series on sixty
(60) days written notice to the Adviser and the Sub-Adviser. The
Adviser may effect termination of this Agreement on sixty (60)
days written notice to the Sub-Adviser.
(d) Sub-Adviser may not terminate this Agreement prior to
July 30, 2000. Sub-Adviser may terminate this Agreement effective
on or after July 30, 2000 upon ninety (90) days written notice to
the Adviser.
(e) The terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth
in the Investment Company Act and the rules and regulations
thereunder.
(f) Termination of this Agreement shall not affect the
right of the Sub- Adviser to receive payments on any unpaid
balance of the compensation described in Section 2 earned prior
to such termination.
(g) The provisions of Section 9 shall survive the
termination of this Agreement.
5
5. Representations and Warranties. The Sub-Adviser hereby
represents and warrants as follows:
(a) The Sub-Adviser is registered with the SEC as an
investment adviser under the Advisers Act, and such registration
is current, complete and in full compliance with all material
applicable provisions of the Advisers Act and the rules and
regulations thereunder;
(b) The Sub-Adviser has all requisite authority to enter
into, execute, deliver and perform the Sub-Adviser's obligations
under this Agreement;
(c) Sub-Adviser's performance of its obligations under this
Agreement does not conflict with any law, regulation or order to
which the Sub-Adviser is subject; and
(d) The Sub-Adviser has reviewed the portion of (i) the
registration statement filed with the SEC, as amended from time
to time for the Fund ("Registration Statement"), and (ii) the
Fund s prospectus and supplements thereto, in each case in the
form received from the Adviser with respect to the disclosure
about the Sub-Adviser and the High Return Series of which the
Sub-Adviser has knowledge (the "Sub-Adviser and High Return
Information") and except as advised in writing to the Adviser
such Registration Statement, prospectus and any supplement
contain, as of its date, no untrue statement of any material fact
of which Sub-Adviser has knowledge and do not omit any statement
of a material fact of which Sub-Adviser has knowledge which was
required to be stated therein or necessary to make the statements
contained therein not misleading.
6. Covenants. The Sub-Adviser hereby covenants and agrees that,
so long as this Agreement shall remain in effect:
(a) Sub-Adviser shall maintain the Sub-Adviser's
registration as an investment adviser under the Advisers Act, and
such registration shall at all times remain current, complete and
in full compliance with all material applicable provisions of the
Advisers Act and the rules and regulations thereunder;
(b) The Sub-Adviser's performance of its obligations under
this Agreement shall not conflict with any law, regulation or
order to which the Sub-Adviser is then subject;
(c) The Sub-Adviser shall at all times comply with the
Advisers Act and the Investment Company Act, and all rules and
regulations thereunder, and all other applicable laws and
regulations, and the Registration Statement, prospectus and any
supplement and with any applicable procedures adopted by the
Fund's Board of Directors, provided that such procedures are
substantially similar to those applicable to similar funds for
6
which the Board of Directors of the Fund is responsible and that
such procedures are identified in writing to the Sub-Adviser;
(b) The Sub-Adviser shall promptly notify Adviser and the
Fund upon the occurrence of any event that might disqualify or
prevent the Sub-Adviser from performing its duties under this
Agreement. The Sub-Adviser further agrees to notify Adviser of
any changes that would cause the Registration Statement or
prospectus for the Fund to contain any untrue statement of a
material fact or to omit to state a material fact which is
required to be stated therein or is necessary to make the
statements contained therein not misleading, in each case
relating to Sub-Adviser and High Return Information; and
(c) For the entire time this Agreement is in effect and for
a period of two years thereafter, the Sub-Adviser shall maintain
a claims made bond issued by a reputable fidelity insurance
company against larceny and embezzlement, covering each officer
and employee of Sub-Adviser, at a minimum level of $2 million
which provide coverage for acts or alleged acts which occurred
during the period of this Agreement.
7. Use of Names.
(a) The Sub-Adviser acknowledges and agrees that the names
Kemper Value Fund, Kemper, and Zurich, and abbreviations or logos
associated with those names, are the valuable property of Adviser
and its affiliates; that the Fund, Adviser and their affiliates
have the right to use such names, abbreviations and logos; and
that the Sub-Adviser shall use the names Kemper Value Fund,
Kemper and Zurich, and associated abbreviations and logos, only
in connection with the Sub-Adviser s performance of its duties
hereunder. Further, in any communication with the public and in
any marketing communications of any sort, Sub-Adviser agrees to
obtain prior written approval from Adviser before using or
referring to Kemper Value Fund, Kemper, Zurich, or Kemper-Dreman
High Return Equity Fund or any abbreviations or logos associated
with those names; provided that nothing herein shall be deemed to
prohibit the Sub-Adviser from referring to the performance of the
Kemper-Dreman High Return Equity Fund in the Sub-Adviser s
marketing material as long as such marketing material does not
constitute "sales literature" or "advertising" for the High
Return Series, as those terms are used in the rules, regulations
and guidelines of the SEC and the National Association of
Securities Dealers, Inc.
(b) Adviser acknowledges that "Dreman" is distinctive in
connection with investment advisory and related services provided
by the Sub-Adviser, the "Dreman" name is a property right of the
Sub-Adviser, and the Dreman name as used in the name of the
High Return Series is understood to be used by the Fund upon the
conditions hereinafter set forth; provided that the Fund may use
7
such name only so long as the Sub-Adviser shall be retained as
the investment sub-adviser of the High Return Series pursuant to
the terms of this Agreement.
(c) Adviser acknowledges that the Fund and its agents may
use the "Dreman" name in the name of the High Return Series for
the period set forth herein in a manner not inconsistent with the
interests of the Sub-Adviser and that the rights of the Fund and
its agents in the "Dreman" name are limited to their use as a
component of the High Return Series name and in connection with
accurately describing the activities of the High Return Series,
including use with marketing and other promotional and
informational material relating to the High Return Series. In the
event that the Sub-Adviser shall cease to be the investment sub-
adviser of the High Return Series, then the Fund at its own or
the Adviser's expense, upon the Sub-Adviser's written request:
(i) shall cease to use the Sub-Adviser's name as part of the name
of the High Return Series or for any other commercial purpose
(other than the right to refer to the High Return Series's former
name in the Fund s Registration Statement, proxy materials and
other Fund documents to the extent required by law and, for a
reasonable period the use of the name in informing others of the
name change); and (ii) shall use its best efforts to cause the
Fund's officers and directors to take any and all actions which
may be necessary or desirable to effect the foregoing and to
reconvey to the Sub-Adviser all rights which the Fund may have to
such name. Adviser agrees to take any and all reasonable actions
as may be necessary or desirable to effect the foregoing and Sub-
Adviser agrees to allow the Fund and its agents a reasonable time
to effectuate the foregoing.
(d) The Sub-Adviser hereby agrees and consents to the use
of the Sub- Adviser s name upon the foregoing terms and
conditions.
8. Standard of Care. Except as may otherwise be required by
law, and except as may be set forth in paragraph 9, the Sub-
Adviser shall not be liable for any error of judgment or of law
or for any loss suffered by the Fund, the High Return Series or
the Adviser in connection with the matters to which this
Agreement relates, except loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the
Sub-Adviser in the performance of its obligations and duties or
by reason of its reckless disregard of its obligations and duties
under this Agreement.
9. Indemnifications.
(a) The Sub-Adviser agrees to indemnify and hold harmless
Adviser and the Fund against any losses, expenses, claims,
damages or liabilities (or actions or proceedings in respect
thereof), to which Adviser or the Fund may become subject arising
8
out of or based on the breach or alleged breach by the Sub-
Adviser of any provisions of this Agreement; provided, however,
that the Sub-Adviser shall not be liable under this paragraph in
respect of any loss, expense, claim, damage or liability to the
extent that a court having jurisdiction shall have determined by
a final judgment, or independent counsel agreed upon by the Sub-
Adviser and the Adviser or the Fund, as the case may be, shall
have concluded in a written opinion, that such loss, expense,
claim, damage or liability resulted primarily from the Adviser s
or the Fund's willful misfeasance, bad faith or gross negligence
or by reason of the reckless disregard by the Adviser or the Fund
of its duties. The foregoing indemnification shall be in addition
to any rights that the Adviser or the Fund may have at common law
or otherwise. The Sub-Adviser's agreements in this paragraph
shall, upon the same terms and conditions, extend to and inure to
the benefit of each person who may be deemed to control the
Adviser or the Fund and their affiliates, directors, officers,
employees and agents. The Sub-Adviser s agreement in this
paragraph shall also extend to any of the Fund's, High Return
Series's, and Adviser's successors or the successors of the
aforementioned affiliates, directors, officers, employees or
agents.
(b) The Adviser agrees to indemnify and hold harmless the
Sub-Adviser against any losses, expenses, claims, damages or
liabilities (or actions or proceedings in respect thereof), to
which the Sub-Adviser may become subject arising out of or based
on the breach or alleged breach by the Adviser of any provisions
of this Agreement or the Management Agreement, or any wrongful
action or alleged wrongful action by the Adviser or its
affiliates in the distribution of the Fund's shares, or any
wrongful action or alleged wrongful action by the Fund other than
wrongful action or alleged wrongful action that was caused by the
breach by Sub-Adviser of the provisions of this Agreement;
provided, however, that the Adviser shall not be liable under
this paragraph in respect of any loss, expense, claim, damage or
liability to the extent that a court having jurisdiction shall
have determined by a final judgment, or independent counsel
agreed upon by the Adviser and the Sub-Adviser shall have
concluded in a written opinion, that such loss, expense, claim,
damage or liability resulted primarily from the Sub-Adviser s
willful misfeasance, bad faith or gross negligence or by reason
of the reckless disregard by the Sub-Adviser of its duties. The
foregoing indemnification shall be in addition to any rights that
the Sub-Adviser may have at common law or otherwise. The
Adviser's agreements in this paragraph shall, upon the same terms
and conditions, extend to and inure to the benefit of each person
who may be deemed to control the Sub-Adviser, be controlled by
the Sub-Adviser or be under common control with the Sub-Adviser
and to each of the Sub-Adviser's and each such person's
respective affiliates, directors, officers, employees and agents.
The Adviser s agreements in this paragraph shall also extend to
9
any of the Sub-Adviser's successors or the successors of the
aforementioned affiliates, directors, officers, employees or
agents.
(c) Promptly after receipt by a party indemnified under
paragraphs 9(a) and 9(b) above of notice of the commencement of
any action, proceeding, or investigation for which
indemnification will be sought, such indemnified party shall
promptly notify the indemnifying party in writing; but the
omission so to notify the indemnifying party shall not relieve it
from any liability which it may otherwise have to any indemnified
party unless such omission results in actual material prejudice
to the indemnifying party. In case any action or proceeding shall
be brought against any indemnified party, and it shall notify the
indemnifying part of the commencement thereof, the indemnifying
party shall be entitled to participate in and, individually or
jointly with any other indemnifying party, to assume the defense
thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of any
action or proceeding, the indemnifying party shall not be liable
to the indemnified party for any legal or other expenses
subsequently incurred by the indemnified party in connection with
the defense thereof other than reasonable costs of investigation.
If the indemnifying party does not elect to assume the defense of
any action or proceeding, the indemnifying party on a monthly
basis shall reimburse the indemnified party for the reasonable
legal fees and other costs of defense thereof. Regardless of
whether or not the indemnifying party shall have assumed the
defense of any action or proceeding, the indemnified party shall
not settle or compromise the action or proceeding without the
prior written consent of the indemnifying party, which shall not
be unreasonably withheld.
10. Survival. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise,
the remainder shall not be thereby affected.
11. Notices. Any notice under this Agreement shall be in
writing, addressed and delivered or mailed, postage prepaid, to
the other party at such address as such other party may designate
for the receipt of such notice.
12. Governing Law. This Agreement shall be construed in
accordance with applicable federal law and the laws of the State
of New York.
13. Miscellaneous.
(a) The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
10
of the provisions hereof or otherwise affect their construction
or effect.
(b) Terms not defined herein shall have the meaning set
forth in the Fund's prospectus.
(c) This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused
this Agreement to be executed as of the day and year first above
written.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Lynn S. Birdsong
--------------------------------
Title: Vice President
-----------------------------
DREMAN VALUE MANAGEMENT, L.L.C.
By: /s/ David N. Dreman
-------------------------------
Title:
----------------------------
11
APPENDIX A
INVESTMENT MANAGEMENT SUB-ADVISORY FEE
Applicable Average
Daily Net Assets
(Thousands) Annual Rate
------------------ -----------
$ 0 - $ 250,000 .240 of 1%
$ 250,000 - $ 1,000,000 .230 of 1%
$ 1,000,000 - $ 2,500,000 .224 of 1%
$ 2,500,000 - $ 5,000,000 .218 of 1%
$ 5,000,000 - $ 7,500,000 .208 of 1%
$ 7,500,000 - $10,000,000 .205 of 1%
$10,000,000 - $12,500,000 .202 of 1%
Over $12,500,000 .198 of 1%
