<PAGE> PAGE 1
000 A000000 03/31/98
000 C000000 0000095601
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 KEMPER GROWTH FUND
001 B000000 811-1365
001 C000000 3125377000
002 A000000 222 SOUTH RIVERSIDE PLAZA
002 B000000 CHICAGO
002 C000000 IL
002 D010000 60606
002 D020000 5808
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 SCUDDER KEMPER INVESTMENTS, INC.
008 B000001 A
008 C000001 801-44899
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10154
008 D040001 0100
010 A000001 KEMPER DISTRIBUTORS, INC.
010 B000001 8-47765
010 C010001 CHICAGO
010 C020001 IL
010 C030001 60606
010 C040001 5808
011 A000001 KEMPER DISTRIBUTORS, INC.
011 B000001 8-47765
011 C010001 CHICAGO
011 C020001 IL
011 C030001 60606
<PAGE> PAGE 2
011 C040001 5808
012 A000001 KEMPER SERVICE COMPANY
012 B000001 84-1713
012 C010001 KANSAS CITY
012 C020001 MO
012 C030001 64105
013 A000001 ERNST & YOUNG LLP
013 B010001 CHICAGO
013 B020001 IL
013 B030001 60606
014 A000001 SCUDDER INVESTOR SERVICES, INC.
014 B000001 8-298
014 A000002 KEMPER DISTRIBUTORS, INC.
014 B000002 8-47765
014 A000003 GRUNTAL SECURITIES, INC.
014 B000003 8-31022
014 A000004 THE GMS GROUP, INC.
014 B000004 8-23936
014 A000005 ZURICH CAPITAL MARKETS
014 B000005 8-49827
014 A000006 BANK HANDLOWY
014 B000006 8-24613
015 A000001 INVESTORS FIDUCIARY TRUST COMPANY
015 B000001 C
015 C010001 KANSAS CITY
015 C020001 MO
015 C030001 64105
015 E010001 X
015 A000002 THE CHASE MANHATTAN BANK
015 B000002 C
015 C010002 BROOKLYN
015 C020002 NY
015 C030002 11245
015 E040002 X
015 A000003 STATE STREET BANK AND TRUST COMPANY
015 B000003 S
015 C010003 BOSTON
015 C020003 MA
015 C030003 02110
015 E010003 X
018 000000 Y
019 A000000 Y
019 B000000 69
019 C000000 KEMPERFNDS
020 A000001 SMITH BARNEY INC.
020 B000001 13-1912900
020 C000001 328
020 A000002 MERRILL LYNCH, PIERCE FENNER & SMITH INC.
020 B000002 13-5674085
020 C000002 316
020 A000003 LEHMAN BROTHERS INC.
<PAGE> PAGE 3
020 B000003 13-2518466
020 C000003 227
020 A000004 WERTHEIM & COMPANY
020 B000004 13-2697272
020 C000004 193
020 A000005 COWEN & CO.
020 B000005 13-5616116
020 C000005 175
020 A000006 GOLDMAN, SACHS & CO.
020 B000006 13-5108880
020 C000006 154
020 A000007 MORGAN STANLEY, DEAN WITTER DISCOVER & CO.
020 B000007 13-2655998
020 C000007 151
020 A000008 J.P. MORGAN SECURITIES, INC.
020 B000008 13-3224016
020 C000008 141
020 A000009 DONALDSON, LUFKIN & JENRETTE SECURITIES CORP.
020 B000009 13-2741729
020 C000009 132
020 A000010 BERNSTEIN (SANFORD C.) & CO., INC.
020 B000010 13-2625874
020 C000010 129
021 000000 3651
022 A000001 GOLDMAN, SACHS & CO.
022 B000001 13-5108880
022 C000001 31066
022 D000001 218318
022 A000002 SMITH BARNEY INC.
022 B000002 13-1912900
022 C000002 36305
022 D000002 111719
022 A000003 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
022 B000003 13-5674085
022 C000003 26183
022 D000003 90915
022 A000004 LEHMAN BROTHERS INC.
022 B000004 13-2518466
022 C000004 4923
022 D000004 93172
022 A000005 MORGAN STANLEY, DEAN WITTER DISCOVER & CO.
022 B000005 13-2655998
022 C000005 22599
022 D000005 28633
022 A000006 CS FIRST BOSTON CORPORATION
022 B000006 13-5659485
022 C000006 1337
022 D000006 35081
022 A000007 BEAR, STEARNS & CO. INC.
022 B000007 13-3299429
022 C000007 18744
<PAGE> PAGE 4
022 D000007 10314
022 A000008 C.J. LAWRENCE, MORGAN GRENFELL, INC.
022 B000008 13-2730828
022 C000008 4856
022 D000008 18738
022 A000009 HERZOG, HEINE, GEDULD, INC.
022 B000009 13-1955436
022 C000009 19654
022 D000009 2468
022 A000010 MONTGOMERY SECURITIES
022 B000010 94-1701676
022 C000010 17723
022 D000010 0
023 C000000 255497
023 D000000 658868
024 000000 Y
025 A000001 MORGAN STANLEY, DEAN WITTER DISCOVER & CO.
025 B000001 13-2655998
025 C000001 E
025 D000001 43485
025 A000002 MERRILL LYNCH & CO.
025 B000002 13-5674085
025 C000002 E
025 D000002 23597
025 D000003 0
025 D000004 0
025 D000005 0
025 D000006 0
025 D000007 0
025 D000008 0
026 A000000 Y
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
028 A010000 61302
028 A020000 0
028 A030000 0
028 A040000 98303
028 B010000 29485
028 B020000 0
028 B030000 0
028 B040000 53473
028 C010000 56190
028 C020000 356045
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<PAGE> PAGE 5
028 C040000 75122
028 D010000 42089
028 D020000 0
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028 D040000 76546
028 E010000 42982
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028 G020000 356045
028 G030000 0
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028 H000000 64543
029 000000 Y
030 A000000 867
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036 A000000 N
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048 A010000 250000
048 A020000 0.580
<PAGE> PAGE 6
048 B010000 750000
048 B020000 0.550
048 C010000 1500000
048 C020000 0.530
048 D010000 2500000
048 D020000 0.510
048 E010000 2500000
048 E020000 0.480
048 F010000 2500000
048 F020000 0.460
048 G010000 2500000
048 G020000 0.440
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048 I010000 0
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048 K010000 12500000
048 K020000 0.420
049 000000 N
050 000000 N
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053 A000000 N
054 A000000 Y
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054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 N
054 H000000 Y
054 I000000 N
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054 K000000 N
054 L000000 N
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060 A000000 Y
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<PAGE> PAGE 7
062 C000000 0.0
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066 A000000 Y
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066 D000000 Y
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066 G000000 N
067 000000 N
068 A000000 N
068 B000000 N
069 000000 N
070 A010000 Y
070 A020000 Y
070 B010000 Y
070 B020000 N
070 C010000 N
070 C020000 N
070 D010000 Y
070 D020000 N
070 E010000 N
070 E020000 N
070 F010000 Y
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 Y
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 N
070 K020000 N
<PAGE> PAGE 8
070 L010000 Y
070 L020000 Y
070 M010000 Y
070 M020000 Y
070 N010000 Y
070 N020000 N
070 O010000 N
070 O020000 N
070 P010000 N
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070 Q010000 N
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070 R020000 N
071 A000000 1715633
071 B000000 1939083
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071 D000000 125
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072AA000000 276504
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<PAGE> PAGE 9
073 A010000 0.0000
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074 A000000 0
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074 U010000 139091
074 U020000 62699
074 V010000 0.00
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074 W000000 0.0000
074 X000000 248785
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076 000000 0.00
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<PAGE> PAGE 10
077 O000000 N
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078 000000 N
SIGNATURE PHILIP J. COLLORA
TITLE SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000095601
<NAME> KEMPER GROWTH FUND
<SERIES>
<NUMBER> 001
<NAME> CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 2,483,020
<INVESTMENTS-AT-VALUE> 3,013,683
<RECEIVABLES> 17,339
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,031,022
<PAYABLE-FOR-SECURITIES> 9,317
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,297
<TOTAL-LIABILITIES> 14,614
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,336,182
<SHARES-COMMON-STOCK> 139,091
<SHARES-COMMON-PRIOR> 123,310
<ACCUMULATED-NII-CURRENT> 13,789
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 135,774
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 530,663
<NET-ASSETS> 3,016,408
<DIVIDEND-INCOME> 13,569
<INTEREST-INCOME> 1,227
<OTHER-INCOME> 0
<EXPENSES-NET> (19,026)
<NET-INVESTMENT-INCOME> (4,230)
<REALIZED-GAINS-CURRENT> 184,719
<APPREC-INCREASE-CURRENT> 194,849
<NET-CHANGE-FROM-OPS> 375,338
<EQUALIZATION> (2,531)
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (253,470)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 19,471
<NUMBER-OF-SHARES-REDEEMED> (22,248)
<SHARES-REINVESTED> 18,558
<NET-CHANGE-IN-ASSETS> 188,843
<ACCUMULATED-NII-PRIOR> 20,550
<ACCUMULATED-GAINS-PRIOR> 327,187
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,469
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19,026
<AVERAGE-NET-ASSETS> 2,792,007
<PER-SHARE-NAV-BEGIN> 15.47
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 1.81
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.09)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.19
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000095601
<NAME> KEMPER GROWTH FUND
<SERIES>
<NUMBER> 002
<NAME> CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 2,483,020
<INVESTMENTS-AT-VALUE> 3,013,683
<RECEIVABLES> 17,339
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,031,022
<PAYABLE-FOR-SECURITIES> 9,317
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,297
<TOTAL-LIABILITIES> 14,614
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,336,182
<SHARES-COMMON-STOCK> 59,498
<SHARES-COMMON-PRIOR> 58,946
<ACCUMULATED-NII-CURRENT> 13,789
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 135,774
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 530,663
<NET-ASSETS> 3,016,408
<DIVIDEND-INCOME> 13,569
<INTEREST-INCOME> 1,227
<OTHER-INCOME> 0
<EXPENSES-NET> (19,026)
<NET-INVESTMENT-INCOME> (4,230)
<REALIZED-GAINS-CURRENT> 184,719
<APPREC-INCREASE-CURRENT> 194,849
<NET-CHANGE-FROM-OPS> 375,338
<EQUALIZATION> (2,531)
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (116,792)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,554
<NUMBER-OF-SHARES-REDEEMED> (14,482)
<SHARES-REINVESTED> 9,480
<NET-CHANGE-IN-ASSETS> 188,843
<ACCUMULATED-NII-PRIOR> 20,550
<ACCUMULATED-GAINS-PRIOR> 327,187
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,469
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19,026
<AVERAGE-NET-ASSETS> 2,792,007
<PER-SHARE-NAV-BEGIN> 14.83
<PER-SHARE-NII> (.07)
<PER-SHARE-GAIN-APPREC> 1.71
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.09)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.38
<EXPENSE-RATIO> 2.11
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000095601
<NAME> KEMPER GROWTH FUND
<SERIES>
<NUMBER> 003
<NAME> CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 2,483,020
<INVESTMENTS-AT-VALUE> 3,013,683
<RECEIVABLES> 17,339
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,031,022
<PAYABLE-FOR-SECURITIES> 9,317
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,297
<TOTAL-LIABILITIES> 14,614
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,336,182
<SHARES-COMMON-STOCK> 1,449
<SHARES-COMMON-PRIOR> 1,216
<ACCUMULATED-NII-CURRENT> 13,789
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 135,774
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 530,663
<NET-ASSETS> 3,016,408
<DIVIDEND-INCOME> 13,569
<INTEREST-INCOME> 1,227
<OTHER-INCOME> 0
<EXPENSES-NET> (19,026)
<NET-INVESTMENT-INCOME> (4,230)
<REALIZED-GAINS-CURRENT> 184,719
<APPREC-INCREASE-CURRENT> 194,849
<NET-CHANGE-FROM-OPS> 375,338
<EQUALIZATION> (2,531)
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (2,470)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 642
<NUMBER-OF-SHARES-REDEEMED> (611)
<SHARES-REINVESTED> 202
<NET-CHANGE-IN-ASSETS> 188,843
<ACCUMULATED-NII-PRIOR> 20,550
<ACCUMULATED-GAINS-PRIOR> 327,187
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,469
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19,026
<AVERAGE-NET-ASSETS> 2,792,007
<PER-SHARE-NAV-BEGIN> 14.91
<PER-SHARE-NII> (.06)
<PER-SHARE-GAIN-APPREC> 1.73
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.09)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.49
<EXPENSE-RATIO> 2.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
PER SHARE AND RATIO INFORMATION IS SHOWN AT THE CLASS LEVEL. ALL OTHER
INFORMATION IS COMBINED FOR ALL CLASSES. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE 1998 SEMI-ANNUAL REPORT TO SHAREHOLDERS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000095601
<NAME> KEMPER GROWTH FUND
<SERIES>
<NUMBER> 004
<NAME> CLASS I
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 2,483,020
<INVESTMENTS-AT-VALUE> 3,013,683
<RECEIVABLES> 17,339
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,031,022
<PAYABLE-FOR-SECURITIES> 9,317
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,297
<TOTAL-LIABILITIES> 14,614
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,336,182
<SHARES-COMMON-STOCK> 1,752
<SHARES-COMMON-PRIOR> 1,747
<ACCUMULATED-NII-CURRENT> 13,789
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 135,774
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 530,663
<NET-ASSETS> 3,016,408
<DIVIDEND-INCOME> 13,569
<INTEREST-INCOME> 1,227
<OTHER-INCOME> 0
<EXPENSES-NET> (19,026)
<NET-INVESTMENT-INCOME> (4,230)
<REALIZED-GAINS-CURRENT> 184,719
<APPREC-INCREASE-CURRENT> 194,849
<NET-CHANGE-FROM-OPS> 375,338
<EQUALIZATION> (2,531)
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (3,400)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 221
<NUMBER-OF-SHARES-REDEEMED> (480)
<SHARES-REINVESTED> 264
<NET-CHANGE-IN-ASSETS> 188,843
<ACCUMULATED-NII-PRIOR> 20,550
<ACCUMULATED-GAINS-PRIOR> 327,187
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 7,469
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19,026
<AVERAGE-NET-ASSETS> 2,792,007
<PER-SHARE-NAV-BEGIN> 15.60
<PER-SHARE-NII> .03
<PER-SHARE-GAIN-APPREC> 1.82
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (2.09)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.36
<EXPENSE-RATIO> .68
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Exhibit 77C
Kemper Growth Fund
Form N-SAR for the period ended 03/31/98
File No. 811-1365
Page 1
A special meeting of Registrant's shareholders was held on
December 3, 1997 and was adjourned as necessary. Votes regarding
the items submitted to shareholder vote are set forth below.
Item 1: Election of the Board of Trustees
David W. Belin
Vote Number
---- -----------
FOR 94,603,630
WITHHELD 2,183,477
Lewis A. Burnham
Vote Number
---- -----------
FOR 94,702,292
WITHHELD 2,084,814
Donald L. Dunaway
Vote Number
---- -----------
FOR 94,707,233
WITHHELD 2,079,873
Robert B. Hoffman
Vote Number
---- -----------
FOR 94,721,273
WITHHELD 2,065,833
Exhibit 77C
Kemper Growth Fund
Form N-SAR for the period ended 03/31/98
File No. 811-1365
Page 2
Donald R. Jones
Vote Number
---- -----------
FOR 94,686,941
WITHHELD 2,100,165
Shirley D. Peterson
Vote Number
---- -----------
FOR 94,609,340
WITHHELD 2,177,766
Daniel Pierce
Vote Number
---- -----------
FOR 94,629,339
WITHHELD 2,157,768
William P. Sommers
Vote Number
---- -----------
FOR 94,722,406
WITHHELD 2,064,701
Edmond D. Villani
Vote Number
---- -----------
FOR 94,626,198
WITHHELD 2,160,908
Exhibit 77C
Kemper Growth Fund
Form N-SAR for the period ended 03/31/98
File No. 811-1365
Page 3
Item 2: Selection of Independent Auditors
Vote Number
---- -----------
F0R 93,547,792
AGAINST 1,027,181
ABSTAIN 2,212,134
Item 3: New Investment Management Agreement
Vote Number
---- -----------
F0R 88,592,782
AGAINST 2,082,545
ABSTAIN 3,220,579
Item 6: New Rule 12B-1 Distribution Plan
(Class B shareholders only)
Vote Number
---- -----------
F0R 28,299,714
AGAINST 832,309
ABSTAIN 2,178,848
(Class C shareholders only)
Vote Number
---- -----------
F0R 585,940
AGAINST 12,117
ABSTAIN 23,514
Kemper Growth Fund
Form N-SAR for the period ended 03/31/98
File No. 811-1365
Page 4
Item 7: To approve changes in investment policies
Vote Number
---- -----------
F0R 83,426,072
AGAINST 4,263,519
ABSTAIN 6,338,391
MRB|W:\FUNDS\NSAR.EXH\KGF\77C.398|050798
Exhibit 77Q1(e)
Kemper Growth Fund
Form N-SAR for the period ended 3/31/98
File No. 811-1365
INVESTMENT MANAGEMENT AGREEMENT
Kemper Growth Fund
222 South Riverside Plaza
Chicago, Illinois 60606
December 31, 1997
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
Investment Management Agreement
Kemper Growth Fund
Ladies and Gentlemen:
KEMPER GROWTH FUND (the "Trust") has been established as a
Massachusetts business Trust to engage in the business of an
investment company. Pursuant to the Trust's Declaration of
Trust, as amended from time-to-time (the "Declaration"), the
Board of Trustees is authorized to issue the Trust's shares of
beneficial interest (the "Shares"), in separate series, or funds.
The Board of Trustees has authorized KEMPER GROWTH FUND (the
"Fund"). Series may be abolished and dissolved, and additional
series established, from time to time by action of the Trustees.
The Trust, on behalf of the Fund, has selected you to act as the
investment manager of the Fund and to provide certain other
services, as more fully set forth below, and you have indicated
that you are willing to act as such investment manager and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust on behalf of the Fund agrees
with you as follows:
1. Delivery of Documents. The Trust engages in the business of
investing and reinvesting the assets of the Fund in the manner
and in accordance with the investment objectives, policies and
restrictions specified in the currently effective Prospectus (the
"Prospectus") and Statement of Additional Information (the "SAI")
relating to the Fund included in the Trust's Registration
Statement on Form N-1A, as amended from time to time, (the
"Registration Statement") filed by the Trust under the Investment
Company Act of 1940, as amended, (the "1940 Act") and the
Securities Act of 1933, as amended. Copies of the documents
referred to in the preceding sentence have been furnished to you
by the Trust. The Trust has also furnished you with copies
properly certified or authenticated of each of the following
additional documents related to the Trust and the Fund:
(a) The Declaration, as amended to date.
(b) By-Laws of the Trust as in effect on the date hereof
(the "By-Laws").
(c) Resolutions of the Trustees of the Trust and the
shareholders of the Fund selecting you as investment manager and
approving the form of this Agreement.
(d) Establishment and Designation of Series of Shares of
Beneficial Interest relating to the Fund, as applicable.
The Trust will furnish you from time to time with copies,
properly certified or authenticated, of all amendments of or
supplements, if any, to the foregoing, including the Prospectus,
the SAI and the Registration Statement.
2. Portfolio Management Services. As manager of the assets of
the Fund, you shall provide continuing investment management of
the assets of the Fund in accordance with the investment
objectives, policies and restrictions set forth in the Prospectus
and SAI; the applicable provisions of the 1940 Act and the
Internal Revenue Code of 1986, as amended, (the "Code") relating
to regulated investment companies and all rules and regulations
thereunder; and all other applicable federal and state laws and
regulations of which you have knowledge; subject always to
policies and instructions adopted by the Trust's Board of
Trustees. In connection therewith, you shall use reasonable
efforts to manage the Fund so that it will qualify as a regulated
investment company under Subchapter M of the Code and regulations
issued thereunder. The Fund shall have the benefit of the
investment analysis and research, the review of current economic
conditions and trends and the consideration of long-range
investment policy generally available to your investment advisory
clients. In managing the Fund in accordance with the
requirements set forth in this section 2, you shall be entitled
to receive and act upon advice of counsel to the Trust. You
shall also make available to the Trust promptly upon request all
of the Fund's investment records and ledgers as are necessary to
assist the Trust in complying with the requirements of the 1940
Act and other applicable laws. To the extent required by law,
you shall furnish to regulatory authorities having the requisite
authority any information or reports in connection with the
services provided pursuant to this Agreement which may be
requested in order to ascertain whether the operations of the
Trust are being conducted in a manner consistent with applicable
laws and regulations.
You shall determine the securities, instruments, investments,
currencies, repurchase agreements, futures, options and other
contracts relating to investments to be purchased, sold or
entered into by the Fund and place orders with broker-dealers,
2
foreign currency dealers, futures commission merchants or others
pursuant to your determinations and all in accordance with Fund
policies as expressed in the Registration Statement. You shall
determine what portion of the Fund's portfolio shall be invested
in securities and other assets and what portion, if any, should
be held uninvested.
You shall furnish to the Trust's Board of Trustees periodic
reports on the investment performance of the Fund and on the
performance of your obligations pursuant to this Agreement, and
you shall supply such additional reports and information as the
Trust's officers or Board of Trustees shall reasonably request.
3. Administrative Services. In addition to the portfolio
management services specified above in section 2, you shall
furnish at your expense for the use of the Fund such office space
and facilities in the United States as the Fund may require for
its reasonable needs, and you (or one or more of your affiliates
designated by you) shall render to the Trust administrative
services on behalf of the Fund necessary for operating as an open
end investment company and not provided by persons not parties to
this Agreement including, but not limited to, preparing reports
to and meeting materials for the Trust's Board of Trustees and
reports and notices to Fund shareholders; supervising,
negotiating contractual arrangements with, to the extent
appropriate, and monitoring the performance of, accounting
agents, custodians, depositories, transfer agents and pricing
agents, accountants, attorneys, printers, underwriters, brokers
and dealers, insurers and other persons in any capacity deemed to
be necessary or desirable to Fund operations; preparing and
making filings with the Securities and Exchange Commission (the
"SEC") and other regulatory and self-regulatory organizations,
including, but not limited to, preliminary and definitive proxy
materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR and notices pursuant
to Rule 24f-2 under the 1940 Act; overseeing the tabulation of
proxies by the Fund's transfer agent; assisting in the
preparation and filing of the Fund's federal, state and local tax
returns; preparing and filing the Fund's federal excise tax
return pursuant to Section 4982 of the Code; providing assistance
with investor and public relations matters; monitoring the
valuation of portfolio securities and the calculation of net
asset value; monitoring the registration of Shares of the Fund
under applicable federal and state securities laws; maintaining
or causing to be maintained for the Fund all books, records and
reports and any other information required under the 1940 Act, to
the extent that such books, records and reports and other
information are not maintained by the Fund's custodian or other
agents of the Fund; assisting in establishing the accounting
policies of the Fund; assisting in the resolution of accounting
issues that may arise with respect to the Fund's operations and
consulting with the Fund's independent accountants, legal counsel
3
and the Fund's other agents as necessary in connection therewith;
establishing and monitoring the Fund's operating expense budgets;
reviewing the Fund's bills; processing the payment of bills that
have been approved by an authorized person; assisting the Fund in
determining the amount of dividends and distributions available
to be paid by the Fund to its shareholders, preparing and
arranging for the printing of dividend notices to shareholders,
and providing the transfer and dividend paying agent, the
custodian, and the accounting agent with such information as is
required for such parties to effect the payment of dividends and
distributions; and otherwise assisting the Trust as it may
reasonably request in the conduct of the Fund's business, subject
to the direction and control of the Trust's Board of Trustees.
Nothing in this Agreement shall be deemed to shift to you or to
diminish the obligations of any agent of the Fund or any other
person not a party to this Agreement which is obligated to
provide services to the Fund.
4. Allocation of Charges and Expenses. Except as otherwise
specifically provided in this section 4, you shall pay the
compensation and expenses of all Trustees, officers and executive
employees of the Trust (including the Fund's share of payroll
taxes) who are affiliated persons of you, and you shall make
available, without expense to the Fund, the services of such of
your directors, officers and employees as may duly be elected
officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. You shall provide
at your expense the portfolio management services described in
section 2 hereof and the administrative services described in
section 3 hereof.
You shall not be required to pay any expenses of the Fund other
than those specifically allocated to you in this section 4. In
particular, but without limiting the generality of the foregoing,
you shall not be responsible, except to the extent of the
reasonable compensation of such of the Fund's Trustees and
officers as are directors, officers or employees of you whose
services may be involved, for the following expenses of the Fund:
organization expenses of the Fund (including out-of-pocket
expenses, but not including your overhead or employee costs);
fees payable to you and to any other Fund advisors or
consultants; legal expenses; auditing and accounting expenses;
maintenance of books and records which are required to be
maintained by the Fund's custodian or other agents of the Trust;
telephone, telex, facsimile, postage and other communications
expenses; taxes and governmental fees; fees, dues and expenses
incurred by the Fund in connection with membership in investment
company trade organizations; fees and expenses of the Fund's
accounting agent for which the Trust is responsible pursuant to
the terms of the Fund Accounting Services Agreement, custodians,
subcustodians, transfer agents, dividend disbursing agents and
registrars; payment for portfolio pricing or valuation services
4
to pricing agents, accountants, bankers and other specialists, if
any; expenses of preparing share certificates and, except as
provided below in this section 4, other expenses in connection
with the issuance, offering, distribution, sale, redemption or
repurchase of securities issued by the Fund; expenses relating to
investor and public relations; expenses and fees of registering
or qualifying Shares of the Fund for sale; interest charges, bond
premiums and other insurance expense; freight, insurance and
other charges in connection with the shipment of the Fund's
portfolio securities; the compensation and all expenses
(specifically including travel expenses relating to Trust
business) of Trustees, officers and employees of the Trust who
are not affiliated persons of you; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities of
the Fund; expenses of printing and distributing reports, notices
and dividends to shareholders; expenses of printing and mailing
Prospectuses and SAIs of the Fund and supplements thereto; costs
of stationery; any litigation expenses; indemnification of
Trustees and officers of the Trust; and costs of shareholders'
and other meetings.
You shall not be required to pay expenses of any activity which
is primarily intended to result in sales of Shares of the Fund if
and to the extent that (i) such expenses are required to be borne
by a principal underwriter which acts as the distributor of the
Fund's Shares pursuant to an underwriting agreement which
provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of the Fund shall have
adopted a plan in conformity with Rule 12b-1 under the 1940 Act
providing that the Fund (or some other party) shall assume some
or all of such expenses. You shall be required to pay such of
the foregoing sales expenses as are not required to be paid by
the principal underwriter pursuant to the underwriting agreement
or are not permitted to be paid by the Fund (or some other party)
pursuant to such a plan.
5. Management Fee. For all services to be rendered, payments
to be made and costs to be assumed by you as provided in sections
2, 3, and 4 hereof, the Trust on behalf of the Fund shall pay you
in United States Dollars on the last day of each month the unpaid
balance of a fee equal to the excess of (a) 1/12 of .58 of 1
percent of the average daily net assets as defined below of the
Fund for such month; provided that, for any calendar month during
which the average of such values exceeds $250,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $250,000,000 shall be 1/12 of .55 of 1
percent of such portion; provided that, for any calendar month
during which the average of such values exceeds $1,000,000,000,
the fee payable for that month based on the portion of the
average of such values in excess of $1,000,000,000 shall be 1/12
of .53 of 1 percent of such portion; provided that, for any
calendar month during which the average of such values exceeds
5
$2,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of $2,500,000,000
shall be 1/12 of .51 of 1 percent of such portion; provided
that, for any calendar month during which the average of such
values exceeds $5,000,000,000, the fee payable for that month
based on the portion of the average of such values in excess of
$5,000,000,000 shall be 1/12 of .48 of 1 percent of such portion;
provided that, for any calendar month during which the average of
such values exceeds $7,500,000,000, the fee payable for that
month based on the portion of the average of such values in
excess of $7,500,000,000 shall be 1/12 of .46 of 1 percent of
such portion; provided that, for any calendar month during which
the average of such values exceeds $10,000,000,000, the fee
payable for that month based on the portion of the average of
such values in excess of $10,000,000,000 shall be 1/12 of .44 of
1 percent of such portion; and provided that, for any calendar
month during which the average of such values exceeds
$12,500,000,000, the fee payable for that month based on the
portion of the average of such values in excess of
$12,500,000,000 shall be 1/12 of .42 of 1 percent of such
portion; over any compensation waived by you from time to time
(as more fully described below). You shall be entitled to
receive during any month such interim payments of your fee
hereunder as you shall request, provided that no such payment
shall exceed 75 percent of the amount of your fee then accrued on
the books of the Fund and unpaid.
The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m.
(New York time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule 22c-1
under the 1940 Act or, if the Fund lawfully determines the value
of its net assets as of some other time on each business day, as
of such time. The value of the net assets of the Fund shall
always be determined pursuant to the applicable provisions of the
Declaration and the Registration Statement. If the determination
of net asset value does not take place for any particular day,
then for the purposes of this section 5, the value of the net
assets of the Fund as last determined shall be deemed to be the
value of its net assets as of 4:00 p.m. (New York time), or as of
such other time as the value of the net assets of the Fund's
portfolio may be lawfully determined on that day. If the Fund
determines the value of the net assets of its portfolio more than
once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that
day for the purposes of this section 5.
You may waive all or a portion of your fees provided for
hereunder and such waiver shall be treated as a reduction in
purchase price of your services. You shall be contractually
bound hereunder by the terms of any publicly announced waiver of
6
your fee, or any limitation of the Fund's expenses, as if such
waiver or limitation were fully set forth herein.
6. Avoidance of Inconsistent Position; Services Not Exclusive.
In connection with purchases or sales of portfolio securities and
other investments for the account of the Fund, neither you nor
any of your directors, officers or employees shall act as a
principal or agent or receive any commission. You or your agent
shall arrange for the placing of all orders for the purchase and
sale of portfolio securities and other investments for the Fund's
account with brokers or dealers selected by you in accordance
with Fund policies as expressed in the Registration Statement.
If any occasion should arise in which you give any advice to
clients of yours concerning the Shares of the Fund, you shall act
solely as investment counsel for such clients and not in any way
on behalf of the Fund.
Your services to the Fund pursuant to this Agreement are not to
be deemed to be exclusive and it is understood that you may
render investment advice, management and services to others. In
acting under this Agreement, you shall be an independent
contractor and not an agent of the Trust. Whenever the Fund and
one or more other accounts or investment companies advised by you
have available funds for investment, investments suitable and
appropriate for each shall be allocated in accordance with
procedures believed by you to be equitable to each entity.
Similarly, opportunities to sell securities shall be allocated in
a manner believed by you to be equitable. The Fund recognizes
that in some cases this procedure may adversely affect the size
of the position that may be acquired or disposed of for the Fund.
7. Limitation of Liability of Manager. As an inducement to
your undertaking to render services pursuant to this Agreement,
the Trust agrees that you shall not be liable under this
Agreement for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the matters to which
this Agreement relates, provided that nothing in this Agreement
shall be deemed to protect or purport to protect you against any
liability to the Trust, the Fund or its shareholders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties, or
by reason of your reckless disregard of your obligations and
duties hereunder.
8. Duration and Termination of This Agreement. This Agreement
shall remain in force until March 1, 1998, and continue in force
from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) by the
vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the Trustees of the Trust, or by the
7
vote of a majority of the outstanding voting securities of the
Fund. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
This Agreement may be terminated with respect to the Fund at any
time, without the payment of any penalty, by the vote of a
majority of the outstanding voting securities of the Fund or by
the Trust's Board of Trustees on 60 days' written notice to you,
or by you on 60 days' written notice to the Trust. This
Agreement shall terminate automatically in the event of its
assignment.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Board of Trustees
or by vote of a majority of the outstanding voting securities of
the Fund in the event that it shall have been established by a
court of competent jurisdiction that you or any of your officers
or directors has taken any action which results in a breach of
your covenants set forth herein.
9. Amendment of this Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective
until approved in a manner consistent with the 1940 Act and rules
and regulations thereunder and any applicable SEC exemptive order
therefrom.
10. Limitation of Liability for Claims. The Declaration, a copy
of which, together with all amendments thereto, is on file in the
Office of the Secretary of the Commonwealth of Massachusetts,
provides that the name "Kemper Growth Fund" refers to the
Trustees under the Declaration collectively as Trustees and not
as individuals or personally, and that no shareholder of the
Fund, or Trustee, officer, employee or agent of the Trust, shall
be subject to claims against or obligations of the Trust or of
the Fund to any extent whatsoever, but that the Trust estate only
shall be liable.
You are hereby expressly put on notice of the limitation of
liability as set forth in the Declaration and you agree that the
obligations assumed by the Trust on behalf of the Fund pursuant
to this Agreement shall be limited in all cases to the Fund and
its assets, and you shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund
or any other series of the Trust, or from any Trustee, officer,
employee or agent of the Trust. You understand that the rights
8
and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute
one and the same instrument.
In interpreting the provisions of this Agreement, the definitions
contained in Section 2(a) of the 1940 Act (particularly the
definitions of "affiliated person," "assignment" and "majority of
the outstanding voting securities"), as from time to time
amended, shall be applied, subject, however, to such exemptions
as may be granted by the SEC by any rule, regulation or order.
This Agreement shall be construed in accordance with the laws of
the Commonwealth of Massachusetts, provided that nothing herein
shall be construed in a manner inconsistent with the 1940 Act, or
in a manner which would cause the Fund to fail to comply with the
requirements of Subchapter M of the Code.
This Agreement shall supersede all prior investment advisory or
management agreements entered into between you and the Trust on
behalf of the Fund.
9
If you are in agreement with the foregoing, please execute the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract effective as of the date of this
Agreement.
Yours very truly,
KEMPER GROWTH FUND, on behalf of
Kemper Growth Fund
By: /s/ John E. Neal
-----------------------------
Vice President
The foregoing Agreement is hereby accepted as of the date hereof.
SCUDDER KEMPER INVESTMENTS, INC.
By: /s/ Lynn S. Birdsong
-----------------------------
Vice President
MRB|W:\FUNDS\NSAR.EXH\KGF\77Q.398|050898
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