[VEDDER PRICE LETTERHEAD]
Exhibit (i)
November 20, 2000
Kemper Target Equity Fund
222 South Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 32 to the
Registration Statement on Form N- I A under the Securities Act of 1933 being
filed by Kemper Target Equity Fund (the "Fund") in connection with the public
offering of units of beneficial interest, no par value ("Shares"), in the Kemper
Target 2011 Fund (the "Portfolio").
We have acted as counsel to the Fund, and in such capacity are familiar
with the Fund's organization and have counseled the Fund regarding various legal
matters. We have examined such Fund records and other documents and certificates
as we have considered necessary or appropriate for the purposes of this opinion.
In our examination of such materials, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us.
Based upon the foregoing and assuming that the Fund's Amended and
Restated Agreement and Declaration of Trust dated September 15, 1994, and the
Written Instrument Redesignating the Series dated May 24, 2000, 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 November 1, 1989, February 16, 1994 and May 23,
2000 relating to organizational matters, securities matters and the issuance of
shares are presently in full force and effect and have not been amended in any
respect, we advise you and opine that (a) the Fund is a validly existing
voluntary association with transferrable shares under the laws of the
Commonwealth of Massachusetts and is authorized to issue an unlimited number of
Shares in the Portfolio; and (b) presently and upon such further issuance of the
Shares in accordance with the Fund's Amended and Restated Agreement and
Declaration of Trust and the receipt by the Fund of a purchase price not less
than the net asset value per Share and when the pertinent provisions of the
Securities Act of 1933 and such "blue-sky" and securities laws as may be
applicable have been
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VEDDER PRICE
Kemper Target Equity Fund
November 20, 2000
Page 2
complied with, and assuming that the Fund continues to validly exist as provided
in (a) above, the Shares are and will be legally issued and outstanding, fully
paid and nonassessable.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund or the
Portfolio. However, the Amended and. Restated Agreement and Declaration of Trust
disclaims shareholder liability for acts and obligations of the Fund or the
Portfolio and requires that notice of such disclaimer be given in each note,
bond, contract, instrument, certificate share or undertaking made or issued by
the Trustees or officers of the Fund. The Amended and Restated Agreement and
Declaration of Trust provides for indemnification out of the property of the
Portfolio for all loss and expense of any shareholder of that Portfolio held
personally liable for the obligations of such Portfolio. Thus, the risk of
liability is limited to circumstances in which the Portfolio would be unable to
meet its obligations.
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 hereby consent to the use of this opinion
'in connection with said Post-Effective Amendment.
Very truly yours,
/s/VEDDER, PRICE, KAUFMAN & KAMMHOLZ
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
DAS/RJM
