<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Kemper Multi-Market Income Trust
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No Fee Required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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KEMPER HIGH INCOME TRUST
KEMPER INTERMEDIATE GOVERNMENT TRUST
KEMPER MULTI-MARKET INCOME TRUST
KEMPER STRATEGIC MUNICIPAL INCOME TRUST
KEMPER STRATEGIC INCOME TRUST
222 South Riverside Plaza Chicago, Illinois 60606
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
JULY 14, 1999 AND PROXY STATEMENT
June 14, 1999
To the Shareholders:
You are invited to attend a joint annual meeting of the shareholders of Kemper
High Income Trust ("KHI"), Kemper Intermediate Government Trust ("KGT"), Kemper
Multi-Market Income Trust ("KMM"), Kemper Strategic Municipal Income Trust
("KSM") and Kemper Strategic Income Trust ("KST") (individually, a "Fund" and
collectively, the "Funds"). The meeting will be held in the offices of the
Scudder Kemper Investments, Inc., 13th Floor, Two International Place, Boston,
Massachusetts 02110, on Wednesday, July 14, 1999 at 2:00 p.m. Eastern time, for
the following purposes and to transact such other business, if any, as may
properly come before the meeting:
1. To elect seven Members to the Board of each Fund.
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors of each Fund for the current fiscal year.
The Board of each Fund has fixed the close of business on June 1, 1999 as the
record date for determining the shareholders of each Fund entitled to notice of
and to vote at the meeting. Shareholders are entitled to one vote for each share
held.
THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR ALL ITEMS
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD. SIGN, DATE
AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED. TO SAVE YOUR FUND THE COST
OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY CARD PROMPTLY.
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<PAGE> 3
The accompanying proxy is solicited by the Board of each Fund for voting at the
joint annual meeting of shareholders to be held on July 14, 1999, and at any and
all adjournments thereof (the "Meeting"). The shareholders of each Fund will
vote separately on the items presented at the Meeting. This proxy statement was
first mailed to shareholders on or about June 14, 1999.
The Board of each Fund recommends shareholders vote FOR ITEMS 1 AND 2. The vote
required to approve both items is described under "Miscellaneous."
The Board of each Fund has fixed the close of business on June 1, 1999 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting. As of June 1, 1999, shares of the Funds were issued and
outstanding as follows:
<TABLE>
<CAPTION>
FUND SHARES
---- ----------
<S> <C>
KHI................................. 29,905,271
KGT................................. 34,017,795
KMM................................. 20,100,866
KSM................................. 10,736,245
KST................................. 3,461,570
</TABLE>
ITEM 1. ELECTION OF MEMBERS TO THE BOARDS
THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES
NAMED BELOW.
It is intended that the proxies will be voted for the election as Board Members
of the nominees described below. Each Board Member so elected will serve as a
Board Member of the respective Fund until the next meeting of shareholders, if
any, called for the purpose of electing Board Members and until the election and
qualification of a successor or until such Board Member sooner dies, resigns or
is removed as provided in the organizational documents of each Fund. All the
nominees, except James R. Edgar, were last elected to each Board at the 1998
annual joint meeting of the shareholders. Mr. Edgar was appointed to each Board
on May 27, 1999 and will be standing for election by shareholders for the first
time.
All the nominees listed below have consented to serve as Board Members of the
respective Funds, if elected. In case any nominee shall be unable or shall fail
to act as a Board Member by virtue of an unexpected
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occurrence, the proxies may be voted for such other person(s) as shall be
determined by the persons acting under the proxies in their discretion.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME (DATE OF BIRTH), PRINCIPAL YEAR FIRST BECAME OWNED AS OF
OCCUPATION AND AFFILIATIONS A BOARD MEMBER APRIL 30, 1999**
------------------------------- ----------------- -------------------
<S> <C> <C>
James E. Akins (10/15/26) 1995 -- All 0
Consultant on International,
Political, and Economic Affairs;
formerly a career United States
Foreign Service Officer; Energy
Adviser for the White House; United
States Ambassador to Saudi Arabia.
James R. Edgar (7/22/46) 1999 -- All 0
Distinguished Fellow, University of
Illinois Institute of Government and
Public Affairs; Director, Kemper
Insurance Companies (not affiliated
with the Kemper Funds); formerly,
Governor, State of Illinois.
Arthur R. Gottschalk (2/13/25) 1988 -- KGT KHI -- 1,000
Retired; formerly, President, 1989 -- KHI, KMM, KGT -- 1,900
Illinois Manufacturers Association; KSM KMM -- 800
Trustee, Illinois Masonic Medical 1994 -- KST KSM -- 1,000
Center; formerly, Illinois State KST -- 800
Senator; formerly, Vice President,
The Reuben H. Donnelley Corp.;
formerly, attorney.
Frederick T. Kelsey (4/25/27) 1989 -- KHI, KGT, KHI -- 1,600
Retired; formerly, consultant to KMM, KSM KGT -- 2,500
Goldman, Sachs & Co.; formerly, 1994 -- KST KMM -- 1,000
President, Treasurer and Trustee of
Institutional Liquid Assets and its
affiliated mutual funds; Trustee of
the Northern Institutional Funds;
formerly, Trustee of the Pilot Funds.
</TABLE>
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<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME (DATE OF BIRTH), PRINCIPAL YEAR FIRST BECAME OWNED AS OF
OCCUPATION AND AFFILIATIONS A BOARD MEMBER APRIL 30, 1999**
------------------------------- ----------------- -------------------
<S> <C> <C>
Thomas W. Littauer (4/26/55)* 1998 -- All KHI -- 20,000
Managing Director, Scudder Kemper
Investments, Inc.; formerly, Head of
Broker Dealer Division of Putnam
Investment Management; formerly,
President of Client Management
Services for Fidelity Investments.
Fred B. Renwick (2/1/30) 1995 -- All 0
Professor of Finance, New York
University, Stern School of Business;
Director, the Wartburg Home
Foundation; Chairman, Investment
Committee of Morehouse College Board
of Trustees; Director, American Bible
Society Investment Committee;
previously member of the Investment
Committee of Atlanta University Board
of Trustees; formerly Director of
Board of Pensions Evangelical
Lutheran Church in America.
John G. Weithers (8/8/33) 1993 -- All Funds KHI -- 2,800***
Retired; formerly, Chairman of the except KST KGT -- 1,400
Board and Chief Executive Officer, 1994 -- KST KMM -- 1,200
Chicago Stock Exchange; Director, KSM -- 300
Federal Life Insurance Company; KST -- 1,300
President of the Members of the
Corporation and Trustee, DePaul
University.
</TABLE>
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* Interested persons of the Funds as defined in the Investment Company Act of
1940 ("1940 Act").
** From time to time, the Board Members have been, and may in the future be,
restricted from buying and/or selling shares of certain Funds.
*** Includes 500 shares of KHI for which Mr. Weithers has voting control, but
not beneficial ownership.
All the nominees, except Mr. Littauer, serve as board members of 16 investment
companies, with 56 portfolios managed by Scudder Kemper
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Investments, Inc. (the "Adviser"). Mr. Littauer serves as a board member of
various investment companies managed by the Adviser.
Each Board has an audit and governance committee that is composed of Messrs.
Akins, Edgar, Gottschalk, Kelsey, Renwick, and Weithers. The committee to each
Fund met six times during its 1998 fiscal year (November 30, 1998 for KHI, KMM,
KSM and KST and December 31, 1998 for KGT). The committee makes recommendations
regarding the selection of independent auditors for each Fund, confers with the
independent auditors regarding each Fund's financial statements, the results of
audits and related matters, seeks and reviews nominees for Board membership and
performs such other tasks as the respective Board assigns. The committee also
proposes the nominees for election by the shareholders. Shareholders wishing to
submit the name of a candidate for consideration by the committee should submit
their recommendations to the secretary of the applicable Fund.
Each Fund pays Board Members who are not "interested persons" of such Fund an
annual retainer plus expenses, and an attendance fee for each Board meeting and
committee meeting attended. As reflected above, the Board Members currently
serve as board members of various investment companies for which the Adviser
serves as investment manager. Board Members or officers of a Fund who are
"interested persons" receive no compensation from such Fund. The Board of each
Fund met six times during its 1998 fiscal year. Each then current Board Member
attended 75% or more of the respective meetings of the Board and the audit and
governance committee (if then a member thereof) held during its 1998 fiscal
year.
The table shows, for each Board Member entitled to receive compensation from the
Funds, the aggregate compensation paid or accrued during each Fund's 1998 fiscal
year and the total compensation that the Kemper funds paid or accrued during
calendar year 1998.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM FUND AGGREGATE COMPENSATION
-------------------------------------- FROM FUNDS AND OTHERS
NAME OF BOARD MEMBER KHI KGT KMM KSM KST KEMPER FUNDS(3)
-------------------- ------ ----- ----- ----- ----- ----------------------
<S> <C> <C> <C> <C> <C> <C>
James E. Akins.................... 3,100 3,400 3,100 2,600 1,800 140,800
James R. Edgar(1)................. N/A N/A N/A N/A N/A N/A
Arthur R. Gottschalk(2)........... 3,200 3,200 3,200 2,700 1,900 146,300
Frederick T. Kelsey............... 3,100 3,400 3,100 2,600 1,800 141,300
Fred B. Renwick................... 3,100 3,400 3,100 2,600 1,800 141,300
John G. Weithers.................. 3,200 3,500 3,200 2,700 1,900 146,300
</TABLE>
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(1) Appointed to the Boards on May 27, 1999.
(2) Includes deferred fees. Pursuant to deferred compensation agreements with
Funds, deferred amounts accrue interest monthly at a rate equal to the yield
of Zurich Money Funds--Zurich Money Market Fund. Total deferred fees
(including interest thereon) payable from the Funds are $15,000, $15,800,
$14,900 $13,600 and
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$8,300 for Mr. Gottschalk from KHI, KGT, KMM, KSM and KST, respectively.
(3) Includes compensation for service on the boards of 15 Kemper Funds with 50
fund portfolios. Each trustee currently serves as a board member of 16
Kemper Funds with 56 fund portfolios.
FUND OFFICERS. Information about the executive officers of the Fund, with their
respective dates of birth, terms as Fund officers indicated and principal
occupation for the past five years, is set forth below.
J. Patrick Beimford, Jr. (5/25/50), vice president of KMM since 2/17/93 and KST
since 4/14/94, is a managing director of the Adviser.
Mark S. Casady (9/21/60), president of each Fund since 1/21/98, is a managing
director of the Adviser.
Philip J. Collora (11/15/45), vice president of each Fund except KST since
2/1/90 and KST since 3/2/90, and secretary of each Fund since 3/2/95. Mr.
Collora is a senior vice president of the Adviser.
John R. Hebble (6/27/59), treasurer of each Fund since 5/20/98, is a senior vice
president of the Adviser.
Ann M. McCreary (11/6/56), vice president of each Fund since 1/21/98, is a
managing director of the Adviser.
Michael A. McNamara (12/28/44), vice president of KHI since 2/21/91 since
5/4/95, is a managing director of the Adviser.
Caroline Pearson (4/1/62), has been an assistant secretary of each Fund since
1/21/98. Ms. Pearson is a senior vice president of the Adviser; formerly,
Associate, Dechert Price & Rhodes (law firm) 1989 to 1997.
Robert C. Peck, Jr. (10/1/46), vice president of each Fund since 1/21/98, is a
managing director of the Adviser; prior to 8/2/97, he was executive vice
president and chief investment officer with an unaffiliated investment
management firm.
Kathryn L. Quirk (12/3/52), vice president of each Fund since 1/21/98, is a
managing director of the Adviser.
Harry E. Resis, Jr. (11/24/45), vice president of KHI since 2/17/93, is a
managing director of the Adviser.
Richard L. Vandenberg (11/16/49), vice president of KGT since 3/6/96, is a
managing director of the Adviser; prior to March 1996, senior vice president and
portfolio manager of an unaffiliated investment management firm.
The officers of each Fund are elected by the Board of the Fund on an annual
basis to serve until their successors are elected and qualified.
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SHAREHOLDERS. As of April 30, 1999, the Board Members and officers of the Funds
as a group owned beneficially 25,400 shares of KHI (which includes 500 shares
for which Mr. Weithers has voting control, but not beneficial ownership), 5,800
shares of KGT, 13,000 shares of KMM, 1,300 shares of KSM, and 2,100 shares of
KST, which, in each case, is less than 1% of the outstanding shares of each
Fund. As of April 30, 1999, no person is known to any Fund to have owned
beneficially more than five percent of the shares of such Fund.
SECTION 16 REPORTING COMPLIANCE. Section 30(h) of the 1940 Act and Section
16(a) of the Securities Exchange Act of 1934 require each Fund's officers and
Board Members, the Adviser, affiliated persons of the Adviser and persons who
own more than ten percent of a registered class of the Fund's equity securities
to file forms reporting their affiliation with that Fund and reports of
ownership and changes in ownership of that Fund's shares with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange (the "NYSE").
These persons and entities are required by SEC regulation to furnish the Funds
with copies of all Section 16(a) forms they file. Based solely upon its review
of the copies of such forms received by it, and written representations from
certain reporting persons that no year-end reports were required for those
persons, each Fund believes that during the fiscal year ended November 30, 1998
(December 31, 1998 for KGT), such reporting persons complied with all applicable
filing requirements.
INVESTMENT MANAGER. Scudder Kemper Investments, Inc. (the "Adviser"), 345 Park
Avenue, New York, NY 10154, serves as each Fund's investment adviser and manager
pursuant to an investment management agreement. Since November 30, 1997, no
nominee for election as a board member of a Fund purchased or sold securities
more than 1% of the outstanding shares of the Adviser.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS FOR EACH FUND.
A majority of the Members of each Fund's Board who are "non-interested" persons
of the Fund has selected Ernst & Young LLP, independent auditors, to audit the
books and records of the Fund for the current fiscal year. This firm has served
each Fund in this capacity since the Fund was organized and has no direct or
indirect financial interest in any Fund except as independent auditors. The
selection of Ernst & Young LLP as independent auditors of each Fund is being
submitted to the shareholders for ratification. A representative of Ernst &
Young LLP is expected to be present at the Meeting and will be available to
respond to any appropriate questions raised at the Meeting and may make a
statement.
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MISCELLANEOUS
GENERAL. The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in connection with
solicitation of proxies will be paid by the Funds, including any additional
solicitation made by letter, telephone or facsimile. In addition to solicitation
by mail, certain officers and representatives of the Funds, officers and
employees of the Adviser and certain financial services firms and their
representatives, who will receive no extra compensation for their services, may
solicit proxies by telephone, telegram or personally. The Funds have engaged
Shareholder Communications Corporation to assist in the solicitation of proxies
at a total estimated cost of $3,500 per Fund plus expenses. Failure of a quorum
to be present at the Meeting for a Fund will necessitate adjournment for that
Fund and will subject the Fund to additional expense. A COPY OF A FUND'S ANNUAL
REPORT IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY WRITING TO SUCH FUND, 222
SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606 OR BY CALLING 1-800-294-4366.
PROPOSALS OF SHAREHOLDERS. Each of the Funds delayed its 1999 annual meeting of
shareholders from May to July. It is currently anticipated that the 2000 annual
meeting of shareholders will be held in May. A shareholder wishing to submit a
proposal for inclusion in a Fund's proxy statement for the 2000 annual meeting
of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934
should send such written proposal to the Secretary of the Fund within a
reasonable time before the solicitation of proxies for such meeting. A Fund will
treat any such proposal received no later than December 17, 1999 as timely. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) to a Fund of a proposal submitted outside of the process of Rule
14a-8 must submit such written notice to the Secretary of the Fund within a
reasonable time before the solicitation of proxies for such meeting. A Fund will
treat any such notice received no later than February 25, 2000 as timely. The
timely submission of a proposal, however, does not guarantee its inclusion under
either rule.
OTHER MATTERS TO COME BEFORE THE MEETING. The Boards are not aware of any
matters that will be presented for action at the Meeting other than those set
forth herein. Should any other matters requiring a vote of shareholders arise,
the proxy in the accompanying form will confer upon the person or persons
entitled to vote the shares represented by such proxy the discretionary
authority to vote the shares with respect to any such other matters in
accordance with their best judgment in the interest of the Fund.
VOTING, QUORUM. Each valid proxy will be voted in accordance with the
instructions on the proxy and as the persons named in the proxy determine on
such other business as may come before the Meeting. If no
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instructions are given, the proxy will be voted for the election as Board
members of the persons who have been nominated for such Fund and as recommended
by the Board on each other item. Shareholders who execute proxies may revoke
them at any time before they are voted, either by writing to the Fund or in
person at the time of the Meeting. Proxies given by telephone or electronically
transmitted instruments may be counted if obtained pursuant to procedures
designed to verify that such instructions have been authorized. Item 1, election
of Board Members for a Fund, requires a plurality vote of the shares of such
Fund. Item 2, ratification of the selection of independent auditors for a Fund,
requires that affirmative vote of a majority of the shares of the Fund voting on
the matter. On Item 1, abstentions and broker non-votes will have no effect; the
persons receiving the largest number of votes will be elected. On Item 2,
abstentions and broker non-votes will not be counted as votes cast and will have
no effect on the result of the vote.
At least 50% of the shares of a Fund must be present, in person or by proxy, in
order to constitute a quorum for that Fund. Thus, the meeting for a particular
Fund could not take place on its schedule date if less than 50% of the shares of
that Fund were represented.
THE BOARD OF EACH FUND RECOMMENDS AN AFFIRMATIVE VOTE ON ALL ITEMS APPLICABLE TO
THAT FUND.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Boards,
Philip J. Collora
Secretary
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PROXY PROXY
KEMPER MULTI-MARKET INCOME TRUST
FOR THE ANNUAL MEETING OF SHAREHOLDERS
JULY 14, 1999
PLEASE VOTE PROMPTLY!
Your vote is needed! Please vote below and sign in the space provided and
return it in the envelope provided. You may receive additional proxies for your
other accounts with Kemper. These are not duplicates; you should sign and
return each proxy card in order for your votes to be counted. Please return
them as soon as possible to help save the cost of additional mailings.
The signers of this proxy hereby appoint Philip J. Collora, Maureen E. Kane,
Caroline Pearson and Kathryn L. Quirk, and each of them, attorneys and proxies,
with power of substitution in each, to vote all shares for the signers at the
Annual Meeting of Shareholders to be held July 14, 1999, and at any adjournments
thereof, as specified herein, and in accordance with their best judgment, on any
other business that may properly come before this meeting. If no specification
is made herein, all shares will be voted as recommended by the Board on each
item set forth on this proxy.
<TABLE>
<CAPTION>
THE PROXY IS SOLICITED BY THE BOARD OF THE FUND WHICH RECOMMENDS A VOTE "FOR" ALL ITEMS.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
<S> <C> <C> <C> <C>
For Withhold For All To withhold authority to vote,
All All Except mark the "For All Except" box
and write the nominee's number
1. Election of Trustees: [ ] [ ] [ ] on the line provided below.
01) James E. Akins, 02) James R. Edgar, 03) Arthur R.
Gottschalk, 04) Frederick T. Kelsey, 05) Thomas W.
Littauer, 06) Fred B. Renwick, 07) John G. Weithers ------------------------------
2. Ratification of the selection of Ernst & Young LLP as the For Against Abstain
Fund's independent auditors for the current fiscal year.
[ ] [ ] [ ]
Note: All registered owners of accounts shown above must sign. Please sign exactly as your name appears on
this Proxy. If signing for a corporation, estate or trust, please indicate your capacity or title.
- -------------------------------- ------------------ --------------------------- ----------------
Signature Date Signature (Joint) Date
</TABLE>
