U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Kemper Target Equity Fund
222 S. Riverside Plaza, Chicago Illinois 60606
2. Name of each series or class of funds for which this notice is
filed: Kemper Retirement Fund Series VII
3. Investment Company Act File Number: 811-5896
Securities Act File Number: 33-30876
4. Last day of fiscal year for which this notice is filed:
July 31, 1997
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 253,134
Aggregate Sale Price: $2,422,037
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 253,134
Aggregate Sale Price: $2,422,037
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
Number: 0
Aggregate Sale Price: $0
U.S. Securities and Exchange Commission, Rule 24f-2 Notice p.2
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10):
$2,422,037
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$0
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- -$84,846
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule
24e-2 (if applicable):
+$0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable):
$2,337,191
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x1/33rd of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$708.24
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days after the close
of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: September 24, 1997
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*/s/Philip J. Collora, Vice President and
Secretary
-------------------------------------
Philip J. Collora, Vice President and
Secretary
Date: September 25, 1997
* Please print the name and title of the signing officer below the
signature.
September 26, 1997
Kemper Target Equity Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Re: Rule 24f-2 for Kemper Target Equity Fund (the "Fund")
File No. 33-30876
Ladies and Gentlemen:
Reference is made to your Registration Statement under the
Securities Act of 1933 and the Investment Company Act of 1940
(the "1940 Act") on Form N-1A and all amendments thereto and the
Rule 24f-2 Notice ("Notice") to be filed by you with the
Securities and Exchange Commission pursuant to Rule 24f-2 under
the 1940 Act for the fiscal year ended July 31, 1997. Reference
is also made to the 253,134 shares of the Kemper Retirement Fund
Series VII (the "Shares") specified in said Notice as having been
sold in reliance upon registration pursuant to Rule 24f-2.
Assuming that the Fund's Agreement and Declaration of Trust
dated August 3, 1988, as amended and restated on June 29, 1989
and September 15, 1994, and as amended on April 7, 1995 and April
22, 1997, and the By-Laws of the Fund adopted November 1, 1989
are presently in full force and effect and have not been amended
in any respect and that the resolutions adopted by the Board of
Trustees of the Fund on October 27, 1993, April 14, 1994, March
2, 1995 and January 17, 1997 relating to organizational matters
and the issuance of shares are presently in full force and effect
and have not been amended in any respect, it is our opinion that
the Shares, the registration of which the Notice makes definite
in number, were legally issued, fully paid and nonassessable
(although shareholders of the Fund may be subject to liability
under certain circumstances described in the Statement of
Additional Information in the Registration Statement of the Fund
under the caption "Shareholder Rights"). In rendering this
opinion, we have relied upon opinions dated November 8, 1993,
April 20, 1994, April 18, 1995 and April 28, 1997 from Ropes &
Gray of Boston, Massachusetts and upon an Officer's Certificate
executed by the Treasurer of the Fund representing that all
Shares of the Fund have been issued at the net asset value
determined in accordance with the Fund's prospectus. In
addition, we have taken note of the opinion dated May 19, 1997
from Ropes & Gray to the Tax-Exempt New York Money Market Fund.
Kemper Target Equity Fund
September 26, 1997
Page 2
This opinion is solely for the benefit of the Fund, the
Fund's Board of Trustees and the Fund's officers and may not be
relied upon by any other person without our prior written
consent. We consent to the use of this opinion in connection
with the aforementioned Notice to be filed pursuant to Rule 24f-2
under the 1940 Act.
Sincerely,
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/dme
