<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
KEMPER STRATEGIC INCOME FUND
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(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.
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
KEMPER CLOSED-END FUNDS
222 SOUTH RIVERSIDE PLAZA, CHICAGO, IL 60606
TELEPHONE 1-800-294-4366
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 29, 1997
AND PROXY STATEMENT
April 11, 1997
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 Municipal Income Trust
("KTF"), Kemper Strategic Municipal Income Trust ("KSM") and Kemper Strategic
Income Fund ("KST") (individually, a "Fund" and collectively, the "Funds").
The meeting will be held in the Presentation Room on the 32nd Floor at the
offices of the Funds, 222 South Riverside Plaza, Chicago, Illinois, on
Thursday, May 29, 1997 at 2:30 P.M. Chicago time, for the following purposes
and to transact such other business, if any, as may properly come before the
meeting:
1. To elect Members to the Board of each Fund as outlined below:
a. For KHI, KGT, KMM, KSM and KST only, to elect eight Board Members to
constitute the Board of each Fund; and
b. For KTF only, to elect eight Board Members to constitute the Board of
the Fund with six Board Members to be elected by the holders of
Preferred and Common Shares voting together and two Board Members to
be elected by holders of the Preferred Shares only.
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 March 21, 1997 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 IT IN THE ENVELOPE PROVIDED.
TO SAVE YOUR FUND THE COST OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY
PROMPTLY.
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<PAGE>
The accompanying proxy is solicited by the Board of each Fund for voting at
the joint annual meeting of shareholders to be held on Thursday, May 29, 1997,
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 April 11, 1997.
The following table indicates which Fund's shareholders are solicited with
respect to each Item:
<TABLE>
<CAPTION>
ITEM KHI KGT KMM KTF KSM KST
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Elect Board Members X X X X X X
- ---------------------------------------------------------------------------
2. Ratify Selection of Auditors X X X X X X
</TABLE>
The Board of each Fund recommends that shareholders vote FOR ITEMS 1 AND 2.
The vote required to approve each item is described under "Miscellaneous."
The Board of each Fund has fixed the close of business on March 21, 1997 as
the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting. As of February 28, 1997, shares of the Funds were
issued and outstanding as follows:
<TABLE>
<CAPTION>
FUND SHARES
---- ----------
<S> <C>
KHI............................................................ 23,375,154
KGT............................................................ 33,996,171
KTF
Common....................................................... 10,581,419
Preferred.................................................... 43,000
KMM............................................................ 20,079,576
KSM............................................................ 10,573,876
KST............................................................ 3,448,690
</TABLE>
KTF ONLY. Pursuant to the Agreement and Declaration of Trust of KTF, the Board
may authorize separate classes of shares of beneficial interest. The Board has
authorized, and KTF has issued, common shares of beneficial interest (the
"Common Shares") and preferred shares of beneficial interest, Series A through
D (the "Preferred Shares"). The Common Shares and the Preferred Shares have
different powers, rights, preferences and privileges, qualifications,
limitations and restrictions with respect to, among other things, dividends,
liquidation, redemption and voting as more fully set forth in the Certificate
of Designation for Preferred Shares that established the Preferred Shares. The
Common Shares were first issued on October 20, 1988 and the Preferred Shares
were first issued on July 24, 1989. At the Meeting, the holders of the
Preferred Shares, voting as a separate class, are entitled to elect two
members of KTF's Board and the holders of the Common Shares and the Preferred
Shares, voting together as a single class, are entitled to elect the six
remaining members of the KTF Board. On all other items, the holders of the
Common Shares and the Preferred Shares will vote together as a single class.
2
<PAGE>
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 were last elected to each Board at the 1996
annual joint meeting of shareholders.
KTF ONLY. As indicated above, holders of the Preferred Shares are entitled to
elect two Board Members. Messrs. Timbers and Kelsey are nominees for election
by holders of the Preferred Shares. The six remaining Board Members are to be
elected by holders of the Common Shares and the Preferred Shares, voting
together as a single class. Messrs. Akins, Gottschalk, Morax, Renwick,
Tingleff and Weithers are nominees for election by all shareholders.
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 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 JANUARY 31, 1997**
- ------------------------------- ----------------- -------------------
<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
Arthur R. Gottschalk (2/13/25) 1988--KGT, KTF KHI--1,000
Retired; formerly, President, Illinois 1989--KHI, KMM, KGT--1,000
Manufacturers Association; Trustee, KSM KMM--800
Illinois Masonic Medical Center; 1994--KST KTF--800
Member, Board of Governors, Heartland KSM--1,000
Institute/Illinois; formerly, Illinois KST--800
State Senator
Frederick T. Kelsey (4/25/27) 1988--KTF KHI--500
Retired; formerly, consultant to 1989--KHI, KGT, KGT--2,500
Goldman, Sachs & Co.; formerly, KMM, KSM, KMM--1,000
President, Treasurer and Trustee of 1994--KST KTF--500
Institutional Liquid Assets and its
affiliated mutual funds; Trustee of the
Benchmark Fund and the Pilot Fund
Dominique P. Morax* (10/2/48) 1996--All 0
Chief Executive Officer and Chief
Investment Officer, Zurich Investment
Management Limited;
Director, Zurich Kemper Investments,
Inc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME (DATE OF BIRTH), PRINCIPAL YEAR FIRST BECAME OWNED AS OF
OCCUPATION AND AFFILIATIONS A BOARD MEMBER JANUARY 31, 1997**
- ------------------------------- ----------------- -------------------
<S> <C> <C>
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; previously
Director of Board of Pensions
Evangelical Lutheran Church in America
Stephen B. Timbers* (8/8/44) 1993--All Funds KMM--10,000
Chief Executive Officer, President, except KST KSM--4,500
Chief Investment Officer and Director, 1994--KST KGT--14,000
Zurich Kemper Investments, Inc.;
Director, LTV Corporation
John B. Tingleff (5/4/35) 1991--All Funds KHI--1,788
Retired; formerly, President, Tingleff & except KST KGT--533
Associates (management consulting firm); 1994--KST KMM--1,019
formerly, Senior Vice President, KTF--500
Continental Illinois National Bank & KSM--500
Trust Company KST--330
John G. Weithers (8/8/33) 1993--All Funds KHI--400
Retired; formerly, Chairman of the Board except KST KGT--700
and Chief Executive Officer, Chicago 1994--KST KMM--200
Stock Exchange; Director, Federal Life KTF--200
Insurance Company; President of the KSM--300
Members of the Corporation and Trustee, KST--500
DePaul University; Director, Systems
Imagineering, Inc. and Records
Management Services, Inc.
</TABLE>
- -----------
* 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.
All the nominees, except Messrs. Morax and Timbers, serve as Board Members of
13 Kemper funds. Mr. Morax serves as a Board Member of 38 Kemper funds and Mr.
Timbers serves as a Board Member and president of 38 Kemper funds. A "Kemper
fund" is an investment company for which Zurich Kemper Investments, Inc. (the
"Adviser") or an affiliate serves as investment manager.
Each Board has an audit and governance committee that is composed of Messrs.
Akins, Gottschalk, Kelsey, Renwick, Tingleff and Weithers. The committee of
each Fund met 3 times during the fiscal year ended November 30, 1996. In 1996,
KGT changed fiscal years from November 30 to December 31. The information
included in this proxy statement is for KGT's fiscal year ended November 30,
1996 and does not include information for its short fiscal period (one-month)
ended December 31, 1996. The committee makes recommendations regarding the
selection of independent auditors for each Fund, confers with the independent
auditors
4
<PAGE>
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 as Board Members 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 or
an affiliate serves as investment manager. Board Members or officers who are
"interested persons" receive no compensation from such Fund. The Board of each
Fund met 7 times during the fiscal year ended November 30, 1996. 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 the fiscal year ended November 30, 1996.
The table below shows, for each Board Member entitled to receive compensation
from the Funds, the aggregate compensation paid or accrued during each Fund's
fiscal year ended November 30, 1996 and the total compensation that the Kemper
funds paid or accrued during calendar year 1996.
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
FROM FUNDS
AGGREGATE COMPENSATION FROM FUND AND OTHER
----------------------------------------- KEMPER
NAME OF BOARD MEMBER KHI KGT KTF KMM KSM KST FUNDS(2)
- -------------------- ------ ------ ------ ------ ------ ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
James E. Akins.......... $3,700 $4,400 $7,400 $3,800 $3,200 $2,500 $ 94,300
Arthur R. Gottschalk(1). 4,700 5,300 8,400 4,700 4,100 2,600 102,700
Frederick T. Kelsey(1).. 4,100 4,700 7,900 4,200 3,500 2,600 106,800
Fred B. Renwick......... 3,700 4,400 7,400 3,800 3,200 2,500 94,300
John B. Tingleff........ 3,700 4,400 7,400 3,800 3,200 2,500 94,300
John G. Weithers........ 3,700 4,400 7,400 3,800 3,200 2,500 94,300
</TABLE>
- -----------
(1) Includes deferred fees and interest thereon pursuant to deferred
compensation agreements with certain Kemper funds. Deferred amounts accrue
interest monthly at a rate equal to the yield of Kemper Money Funds--Kemper
Money Market Fund. Total deferred fees and interest accrued for the latest
and all prior fiscal years are $10,500, $10,600, $12,200, $10,400, $10,000
and $4,200 for Mr. Gottschalk and $15,200, $15,600, $18,800, $15,100,
$14,400 and $7,500 for Mr. Kelsey from KHI, KGT, KTF, KMM, KSM and KST,
respectively.
(2) Includes compensation for service on the boards of 13 Kemper funds with 36
fund portfolios during calendar year 1996. As noted above, each Board
Member currently serves as a board member of 13 Kemper funds with 36 fund
portfolios.
5
<PAGE>
FUND OFFICERS. Information about the executive officers of the Fund, with
their respective dates of birth and terms as Fund officers indicated, is set
forth below (other than information about Mr. Timbers, president of each Fund
since 3/2/95, which is shown above).
J. Patrick Beimford, Jr. (5/25/50), vice president of KGT since 2/28/92, KTF
since 9/9/88, KSM since 2/14/89, KHI and KMM since 2/17/93 and KST since
4/14/94, is executive vice president and chief investment officer--fixed
income investments of the Adviser.
Dale R. Burrow (10/16/56), vice president of KSM since 5/5/93, is first vice
president of the Adviser.
Elizabeth A. Byrnes (2/8/57), vice president of KGT since 9/8/94, is first
vice president of the Adviser.
Robert S. Cessine (1/5/50), vice president of KMM since 5/4/95, is senior vice
president of the Adviser since January 1993; prior thereto, senior corporate
bond analyst at an investment management company.
Philip J. Collora (11/15/45), has been 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 senior vice president and assistant secretary of the Adviser.
Jerome L. Duffy (6/29/36), treasurer of KHI and KGT since 5/28/87, KMM since
8/3/88, KTF and KSM since 8/3/88 GSP since 12/18/89 and KST since 3/2/90, is
senior vice president of the Adviser.
Charles R. Manzoni, Jr. (1/23/47), vice president of each Fund since 9/4/96,
is executive vice president, secretary and general counsel of the Adviser;
prior thereto, he was a partner at Gardner, Carlton & Douglas.
Michael A. McNamara (12/28/44), vice president of KHI since 2/21/91 and KMM
and KST since 5/4/95, is senior vice president of the Adviser.
Christopher J. Mier (8/11/56), vice president of KTF and KSM since 2/21/91, is
senior vice president of the Adviser.
John E. Neal (3/9/50), vice president of each Fund since 1/17/96, is President
of Kemper Funds Group, a unit of the Adviser, and director of the Adviser;
prior thereto, senior vice president of Kemper Real Estate Management Company.
Harry E. Resis, Jr. (11/24/45), vice president of KHI since 2/17/93 and KMM
and KST since 5/4/95, is senior vice president of the Adviser.
Jonathan W. Trutter (11/29/57), vice president of KMM and KST since 5/4/95, is
first vice president of the Adviser.
Richard L. Vandenberg (11/16/49), vice president of KGT, KMM and KST since
3/6/96, is senior vice president of the Adviser; prior thereto, senior vice
president and portfolio manager of an investment management firm.
6
<PAGE>
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.
SHAREHOLDINGS. As of January 31, 1997, the Board Members and officers of the
Funds as a group owned beneficially 3,688 shares of KHI, 18,733 shares of KGT,
23,019 shares of KMM, 6,000 shares of KTF, 6,300 shares of KSM, and 1,630
shares of KST, which, in each case, is less than 1% of the outstanding shares
of each Fund. As of January 31, 1997, 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(f) 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 upon
a review of these forms as furnished to each Fund, each Fund believes that,
during the fiscal year ended November 30, 1996, there was compliance with all
Section 16(a) filing requirements applicable to that Fund's officers and Board
Members, the Adviser and affiliated persons of the Adviser.
INVESTMENT MANAGER AND SUB-ADVISER. The Adviser, 222 South Riverside Plaza,
Chicago, Illinois 60606, serves as each Fund's investment adviser and manager
pursuant to an investment management agreement. The Adviser is an indirect
subsidiary of Zurich Insurance Company, an internationally recognized company
providing services in life and non-life insurance, reinsurance and asset
management. In addition, for KHI, KGT, KMM, and KST, the Adviser uses the
investment management services of Zurich Investment Management Limited
("ZIML"), 1 Fleet Place, London, U.K. EC4 M 7RQ, with respect to investments
in certain foreign securities pursuant to a sub-advisory agreement between the
Adviser and ZIML.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR ITEM 2.
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.
7
<PAGE>
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 telegraph. 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. Failure of
a quorum to be present at the Meeting for a Fund will necessitate adjournment
for that Fund and will subject that 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. Any shareholder proposal that may properly be
included in the proxy solicitation material for a Fund's next annual
shareholder meeting, if any, must be received by such Fund no later than
December 12, 1997.
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 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
the affirmative vote of a majority of the shares of the Fund voting on the
matter. In tallying shareholder votes, abstentions and broker non-votes (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) will be counted for determining whether a quorum is present for
purposes of convening the Meeting and will be considered present at the
Meeting. 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
8
<PAGE>
no effect on the result of the vote. As noted previously, the holders of the
Preferred Shares of KTF, voting as a separate class, are entitled to elect two
Members of KTF's Board and the holders of the Common Shares and the Preferred
Shares, voting together as a single class, are entitled to elect the six
remaining Members of KTF's Board. With regard to all other items, the holders
of the Common Shares and the Preferred Shares of KTF will vote together as a
single class.
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 scheduled 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
9
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NOTICE OF JOINT
ANNUAL MEETING
OF SHAREHOLDERS
MAY 29, 1997
AND
PROXY STATEMENT
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
KEMPER HIGH INCOME TRUST
KEMPER INTERMEDIATE GOVERNMENT TRUST
KEMPER MULTI-MARKET INCOME TRUST
KEMPER MUNICIPAL INCOME TRUST
KEMPER STRATEGIC MUNICIPAL INCOME TRUST
KEMPER STRATEGIC INCOME FUND
[RECYCLING LOGO] PRINTED ON RECYCLED PAPER
<PAGE>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
[LOGO] KEMPER FUNDS KEMPER STRATEGIC INCOME FUND
PROXY SERVICES
P.O. BOX 9148 FOR THE ANNUAL MEETING OF SHAREHOLDERS
FARMINGDALE, NY 11735 MAY 29, 1997
THE SIGNERS OF THIS PROXY HEREBY
APPOINT STEPHEN B. TIMBERS AND ARTHUR
R. GOTTSCHALK, 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 MAY
29, 1997, 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.
PLEASE VOTE PROMPTLY!
Your vote is needed! Please vote below and sign in the space 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 PROXY IS SOLICITED BY THE BOARD OF THE FUND WHICH RECOMMENDS A VOTE "FOR"
ITEMS 1 AND 2.
Signature(s) (All registered owners of accounts shown above must sign.
If signing for a corporation, estate or trust, please indicate your capacity
or title.)
For Withhold For All
1. Election of Trustees: All All Except:
/ / / / / /
01) James E. Akins, 02) Arthur R. Gottschalk, 03) Frederick T. Kelsey,
04) Dominique P. Morax, 05) Fred B. Renwick, 06) Stephen B. Timbers,
07) John B. Tingleff, 08) John G. Weithers
TO WITHHOLD AUTHORITY TO VOTE, MARK THE "FOR ALL EXCEPT" BOX AND WRITE THE
NOMINEE'S NUMBER ON THE LINE PROVIDED BELOW.
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" ALL NOMINEES.
2. Ratify the selection of For Against Abstain
/ / / / / /
Ernst & Young LLP as the Fund's
independent auditors for the current
fiscal year.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" ITEM 2.
- --------------------------------- -------------
Signature [PLEASE SIGN WITHIN BOX] Date
- ----------------------- ---------------
Signature (Joint Owners) Date
