Exhibit (h)(22)
AGREEMENT
Agreement dated as of the 15th day of August, 2000 by and between
Scudder Kemper Investments, Inc., a Delaware corporation ("Scudder Kemper") and
Kemper Target Equity Fund, a Massachusetts business trust (the "Trust").
WHEREAS, the Trust is an open-end, diversified, management investment
company that may issue shares in one or more series, the second series of the
Trust formerly being designated as "Kemper Retirement Fund Series II" and now
being designated as "Kemper Target 2011 Fund" (the "Fund");
WHEREAS, Scudder Kemper is the investment manager for the Fund;
WHEREAS, the investment objectives of the Fund are to provide a
guarantee of return of investment, including any sales charge, for shares
redeemed on a designated maturity date and to provide long-term growth of
capital;
WHEREAS, the original maturity date for the Fund was designated as
August 15, 2000 (the "Original Maturity Date") and the Board of Trustees of the
Trust has approved the continued operation of the Fund after the Original
Maturity Date with a new maturity date of August 15, 2011 (the "New Maturity
Date");
WHEREAS, the Fund pursues its objectives by investing a portion of its
assets in "zero coupon" U.S. Treasury obligations and the balance of its assets
primarily in common stocks;
WHEREAS, the Fund is designed to provide a guarantee of return of
investment only to those investors who reinvest dividends and hold their shares
until the designated maturity date, which date for purposes of this Agreement
shall be the New Maturity Date ("Eligible Investors"); and
WHEREAS, the Fund and Scudder Kemper want to provide further assurance
pursuant to this Agreement that Eligible Investors will receive a return of
investment upon redemption of their shares on the New Maturity Date;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Scudder Kemper agrees that it will make payments to Eligible
Investors on the New Maturity Date in such amounts as may be necessary to enable
all Eligible Investors to receive, upon redemption of their investment in the
Fund on the New Maturity Date at the then current net asset value thereof, an
aggregate amount of redemption proceeds and payments hereunder equal to the
amount of their original investment, including any sales charge. For an Eligible
Investor who has purchased shares of the Fund prior to the Original Maturity
Date and continues to hold such shares after the Original Maturity Date and
through the New Maturity Date, the
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"amount of their original investment, including any sales charge" with respect
to such shares shall be equal to the net asset value of such shares on the
Original Maturity Date.
2. The Trust hereby accepts the undertaking by Scudder Kemper set forth
in this Agreement.
3. This Agreement shall be governed by the laws of the State of
Illinois, except that Paragraph 4 hereof shall be governed by the laws of The
Commonwealth of Massachusetts.
4. All parties hereto are expressly put on notice of the Trust's
Amended and Restated Agreement and Declaration of Trust, which is on file with
the Secretary of The Commonwealth of Massachusetts, and the limitation of
shareholder and trustee liability contained therein. This Agreement has been
executed by and on behalf of Trust by its representatives as such
representatives and not individually, and the obligations, if any, of Trust
hereunder are not binding upon any of the Trustees, officers or shareholders of
the Trust individually but are binding upon only the assets and property of the
Fund.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized officers as of the day and year first set forth
above.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/Thomas W. Littauer
-------------------------
Title: Managing Director
KEMPER TARGET EQUITY FUND
By: /s/Mark S. Casady
-------------------------
Title: President
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