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RESPONSE OF THE OFFICE OF

CHIEF COUNSEL

DIVISION OF INVESTMNT

MAAGEMENT

Our Ref. No. 94-615-CC

Kemper Total Return Fund, Kemper

Growth Fund, Kemper Small

Capitalization Equity Fund,

Kemper Diversified Income Fund,

Kemper High Yield Fund

File Nos. 811-1236, 811-1365,

811-1702. 811-2743. 811-2786

Your letters of September 21 and November 17, 1994, request

our assurance that we would not recommend that the Commission

take enforcement action if certain Kemper funds (the "Acquiring

Funds") that are acquiring the assets and assuming the

liabilities of certain other Kemper funds (the "Acquired Funds")

Fund' s redemption credits under rule 24f-2 under

use the Acquired

the Investment Company Act of 1940 (" 1940 Act") in calculating

the registration fee owed under the Securities Act of 1933 ("1933

Act") . i/

You state that on May 27, 1994, each of the five Acquired

Funds was reorganized into a corresponding Acquiring Fund with

substantially similar investment obj ectives and policies .é/ Each

of the Acquired Funds transferred all of its assets and

liabilities to an Acquiring Fund in exchange for Class B shares

of the Acquiring Fund, which were then distributed to the

Acquired Fund's shareholders. The Acquired Funds were then

terminated. You state that the purpose and effect of each

reorganization was to consolidate similar funds with different

distribution options into a single fund with multiple

distribution options.

Rule 24f-2 under the 1940 Act permits a mutual fund to

register an indefinite numer of securities under the 1933 Act.

The rule requires funds that elect to register an indefinite

numer of securities to file a notice every year setting forth

the amount of securities sold in the past fiscal year. If the

notice is filed within two months after the close of the fiscal

year, the fund pays a registration fee based on net sales -­

i. e., the aggregate price of the shares sold by the fund during

~/ This letter confirms the advice given to you in a

telephone conversation between Barry Mendelson of this office and

David Sturms of Vedder, Price, Kaufman & Kamolz, counsel to the

Acquiring Funds, on November 21, 1994.

é/ The five Acquired Funds were all portfolios of Kemper

Investment Portfolios. These five funds - - Growth Portfolio,

Total Return portfolio, High Yield Portfolio, Diversified Income

Portfolio, and Small Capitalization Equity Portfolio - - were

reorganized, respectively, into Kemper Growth Fund, Kemper Total

Return Fund, Kemper High Yield Fund, Kemper Diversified Income

Fund, and Kemper Small Capitalization Equity Fund.

-2­

the year, reduced by a "redemption credit" equal to the aggregate

price of the shares redeemed during the year. If the notice is

not filed within the two month period, the fee is based on gross

sales - - i. e., the aggregate price of the shares sold by the fund

during the year, without deduction of the redemption credit.

In a series of no-action letters,~/ the staff has permitted

an acquiring fund to use the rule 24f -2 redemption credits of an

acquired fund upon adoption of the acquired fund's registration

statement pursuant to rule 414 under the 1933 Act .~/ You state

that rule 414 was not available for these reorganizations. In

addition, you acknowledge that the staff in 1981 declined to

grant relief under facts similar (but not identical) to those

presented here.2/ You urge us to re-examine our 1981 position

and permit the Acquiring Funds to use the redemption credits of

the Acquired Funds.

You represent that each pair of reorganized Kemper funds had

substantially similar investment objectives and policies and were

marketed and sold as being essentially the same investment

product, the primary difference being the different distribution

arrangements (front - end sales charge vs. contingent deferred

sales charge with a rule 12b-1 fee). You note that all of the

funds were managed by Kemper Financial Services, Inc. and that

each pair of reorganized funds was managed using the same general

procedures. At the time of the reorganizations, except for the

acquisition of Kemper Investment Portfolios' Total Return

~/ See,~, Lowry Market Timing Fund, Inc. (pub. avail.

Feb. 8, 1985); Massachusetts Financial Development Fund, Inc.

(pub. avail. Jan. 10, 1985); Colonial Option Income Fund, Inc.

(pub. avail. Mar. 21, 1983); Gradison Cash Reserves, Inc. (pub.

avail. Oct. 29, 1981).

~/ Under rule 414, when an issuer is merged into a shell

entity (the successor) for the purpose of changing the issuer's

state of incorporation or form of organization, the successor may

adopt its predecessor's registration statement as its own.

2/ In Scudder Managed Reserves. Inc. (pub. avail. May 15,

1981), the staff denied the no-action request of an acquiring

fund that sought to succeed to the redemption credits of an

acquired fund in the same fund family. The acquiring fund in

Scudder, as here, was not a shell company, but an operational

fund with its own registration statement that did not succeed to

the registration statement of the acquired fund. However, in

Scudder the acquired fund was reorganized into the pre-existing

class of the acquired fund's shares, whereas each of the Acquired

Funds here was reorganized into a newly created class of the

Acquiring Fund that had not been operational prior to the

reorganization.

-3­

portfolio by the Kemper Total Return Fund (together, the "Total

Return Funds"), the sam individual managed both funds involved

in each reorganization. Finally, you represent that the

portfolios of each Acquiring Fund and its corresponding Acquired

Fund were very highly correlated, i. e., they contained

substantially the same securities in approximately the same

percentages, although the degree of correlation between the Total

Return Funds was somewhat lower. ~/

In light of these facts, and without necessarily agreeing

with your legal anaiysis, we would not recommend that the

Commission take enforcement action if the Acquiring Funds (other

than the Total Return Fund) use the redemption credits of the

Acquired Funds in calculating the registration fees owed under

the 1933 Act. Our position is based on the specific facts set

forth above, and in particuiar on the purpose of the

reorganizations and the fact that the each pair of reorganized

funds (other than the Total Return Funds) was maaged by the same

individuals and had substantially the same portfolios. Because

the Total Return Funds were managed by different individuals and

their portfolios were not as highly correlated as those of the

other reorganized funds, we cannot assure you that we would not

recommend enforcement action if the Total Return Fund uses the

redemption credits of the Total Return portfolio in calculating

its registration fees.

Because our position is based on the facts and

representations in your letter, you should note that any

different facts or circumstances might require a different

conclusion. Further, this response expresses the staff's

position on enforcement action only and does not express any

legal conclusions on the issues presented.2/

~/ Telephone conversation between Barry Mendeison and David

Sturms on November 16, 1994.

2/ In this regard, the Scudder letter, supra note 5,

continues to represent the staff's position on the use of rule

24f-2 redemption credits by the surviving fund in a

reorganization, except as narrowly modified herein.

40 Act/Rule 24f-2

V E DOE Ri P R I C Ei K AUF MAN & K A M MHO L Z

A PARTNERSHIP INCLUDING VEDDER. PRICE, KAUFMAN a KAMMHOLZ. P.C.

222 NORTH LA SALLE STREET

CHICAGO, ILLINOIS 60601-1003

312-609-7500

VEDDER.PRICE,KAUFMAN, KAMMHDLZ & DAY

FACSIMILE: 312-609-5005

919 18TH STREET. N.W.

WASHINGTON. D.C. 2006-5593

202-828-5020

DAVID A. STURMS

805 THIRD AVENUE

NEW YORK. NEW YORK 10022-2203

312-609-7589

212-407-7700

September 21, 1994

VIA FEDERAL EXPRESS

VEDDER,PRICE,KAUFMAN & KAMMHDLZ

615 LONGWOOD STREET

ROCKFORD, lL 61107-4264

815-962-9100

Mr. Jack W. Murhy

Chief Counsel

Division of Investment Management

ACT :r-4O

Securities and Exchange Commission

SECTION

450 Fift Street, N. W.

RULE ;;'if - ~

Washington, D.C. 20549

PUBLIC l:1 J I

RE: Kemper Mutual Funds

AVAILABILITY re'" ~, J 1'15

Dear Mr. Murhy:

Certain of the Kemper mutual fuds have recently been reorganzed into certin other Kemper

mutual fuds. The primar purose of each reorganzation was to combine separate fuds that

were substatially similar except that they were created at different times with different

distribution arangements. Each reorganization was, in effect, an "organzational" change; the

type of which should not result in duplicative registration fees. Accordingly, in connection with

these reorganzations, we respectfully request that the staff of the Division of Investment

Management assure that it will not recommend enforcement action to the Commission if the

registration fees paid by the Kemper mutual fuds are computed as described below.

I. THE REORGANIZATIONS

On May 27, 1994, certin of the Kemper mutual fuds were reorganzed into certin other

Kemper mutul fuds pursuant to which: (a) the acquired fud transferred all its assets to the

acquiring fud in exchange for shares of the acquiring fud and the acquiring fud assumed all

the liabilities of the acquired fud; and (b) the acquiring fud distributed its shares to the

shareholders of the acquired fud. The acquired fud will be terminated.

The primar purose of each reorganzation was to combine, into one mutual fud, fuds with

substantially similar investment objectives and policies that were originally created as separate

funds with different. distribution arangements. In connection with the reorganzations, each

acquiring fud applied for and received an order from the Commission permitting it to offer

multiple classes of shares. See Kemper Technologv Fund. et aI., SEC release number IC-20322

(May 27, 1994). Shares of

the acquiring fud historically had been sold subject to an initial sales

VEDDER,P,RICE,KAUFMAN & KAMMHDLZ

Mr. Jack W. Murhy

September 21, 1994

Page 2

sales charge and a Rule l2b-l fee. Under the reorganization, shares of the acquired fud were

exchanged for Class B Shares of the acquiring fud. The net effect of each reorganzation,

therefore, was simply to consolidate like fuds with different distribution options into a single

fund with multiple distribution options. F or a description of the funds that were paries to the

reorganzations, please see Appendix A.

II. CALCULATION OF RULE 24F -2 FEES

"Fairness Notion" -- Rules Allow Funds to Net Redemptions

Rule 24e-2(a) under the Investment Company Act of 1940 (the "1940 Act") provides that when

the Securities Act of 1933 (the "1933 Act") registration statement of an open-end investment

company is amended pursuant to Section 24( e)( 1) of the 1940 Act to register a definite number

of additional shares, the fee to be paid at the time of fiing such amendment may be computed

by reducing the maximum aggregate offering price of the securities of the same class redeemed

or repurchased by the issuer in its previous fiscal year. Rule 24f-2(c) provides for a similar

reduction in the case of issuers that elect to register an indefinite number of shares by means of

a Rule 24f-2 declaration. Such reductions in registration fees are often referred to as "redemption

credits." A declaration made pursuat to Rule 24f-2 is curently in effect for each of

Kemper mutual fuds involved in the reorganzations.

the various

The ability to net redemptions under Rule 24e-2 and 24f-2 is based upon the notion of fairness.

Because mutual fuds continuously offer their shares to the public and stad ready to redeem

them upon request, it is common for a mutual fud to issue and redeem shares in any given year

in an amount greatly in excess of any net new sales. A registration fee calculation method that

does not allow netting "may result in inordinately high registration costs for open-end

management companes and their shareholders and may unfairly burden the registration process."

SEC release number IC-9677 (March 15, 1977) proposing Rule 24e-2. (See also SEC release

number IC-9989 (November 3, 1977) adopting Rule 24f-2 based upon the same "fairness"

concerns that prompted Rule 24e-2).

"Fairness Notion" -- Extended to Series Companies

The "fairness" notion of netting redemptions on a fund-by-fud basis has also been extended to

series investment companes. In the February 25, 1994 Generic Comment Letter, the staff of the

Commission stated that they have "not objected to an open-end management investment company

aggregating sales and redemptions of all its series (sharing the same registration statement under

VPKK-002/2S190.VS 09/21/94

\( E D D E R, P R ICE, K AUF MAN & K A M MHO L Z

Mr. Jack W. Murhy

September 21, 1994

Page 3

the 1933 Act) for the purose of calculating the filing fee owed the Commission under Rule 24f­

2(b) under the 1940 Act."

"Fairness Notion" -- Extended to Rule 414 ReorJlanizations

The "fairness" notion has also been embodied in a series of no-action letters in which the staff

has permitted successor mutual fuds to succeed to the redemption credits of various acquired

mutual fuds upon adoption of an acquired mutual fud's registration statement pursuant to Rule

414 under the 1933 Act. Under Rule 414, a registration statement of an issuer that has been

succeeded by an issuer having a. different state of incorporation is deemed to be a registration

statement of the successor issuer if: (1) immediately prior to the succession the successor issuer

had no more than nominal assets or liabilities; (2) the succession was effected by a statutory

merger or similar succession under which the successor acquired all the assets and all the

liabilities of the predecessor; (3) the succession was approved by the security holders of the

predecessor at a meeting for which proxies had been solicited pursuant to Section l4(a) of the

Securities Exchange Act of 1934 (the "1934 Act"); and (4) the successor has filed an amendment

the predecessor issuer which (a) expressly adopts such registration

the 1933 and 1934 Acts and (b) sets forth any additional

to the registration statement of

statement as its own for all puroses of

information necessar to reflect aiy material changes made in connection with the succession or

necessar to keep the registration statement from being misleading in any material respect.

Although Rule 414 was contemplated for use only in connection with a reorganzation that merely

changes the State of incorporation of the registrant, the staff has granted "no-action" requests

involving other "organzational" changes; some of which did not involve a change in domicile

at all. (See American Business Shares. Inc. (available July 31, 1975) (change from a Delaware

to a Marland corporation accompanied by a change of name and fudamental investment

objective and institution of automatic redemption of small accounts); Advance Investors

Corporation (available September 29, 1976) (merger of Delaware corporation into a Marland

subsidiar accompaned by a change from closed-end to open-end status and a change in some

directors); Scudder Common Stock Fund, Inc. (available October 10, 1984) (reorganzation from

a Massachusetts corporation to a Massachusetts business trust with change in investment objective

and fudamental investment restrictions) and Commonwealth Funds (available June 14, 1989)

(two separate open-end investment companies organzed as Massachusetts common laws trusts

were reorganzed into a new series of a Massachusetts business trst. Both fuds were managed

by the same investment personnel in accordance with the same investment objectives, policies and

restrictions. The primar difference between the two fuds was that one fud was sold under a

periodic payment plan and the other fud was sold "in the maner of a conventional mutual fund

rather than in connection with periodic payment plans".) See also Putnam Convertible Funds.

Inc. (available April 28, 1982), Colonial Option Fund for Governent Income. Inc. (available

VPKK-002/25190.V5 09/21/94

,.' .

VEDDER,P.RICE,KAUFMAN & KAMMHOLZ

Mr. Jack W. Murhy

September 21, 1994

Page 4

March 26, 1983), and Massachusetts Financial Development Funds. Inc. (available Januar 10,

1985), none of which required a change in domicile as a condition precedent to relief.)

III. LEGAL CONSIDERATIONS

Kemper Funds ref!istered shares pursuant to Rule 145

With respect to the Kemper fud reorganzations, Rule 414 arguably was not available since the

acquiring fud had more than nominal assets (i.e., it was not a "shell corporation"). Pursuat to

Rule 145 under the 1933 Act, the shares of

the acquiring fuds issued to the shareholders of

the

acquired fuds in connection with the reorganzations were registered on Form N-14. Prior to

the adoption of Rule 145, Rule 133 provided that mergers, consolidations, reclassifications or

transfers of assets did not involve a sale or an offer to sell securities of the acquirig entity. The

"no sale" theory embodied in Rule 133 was based upon the rationale that such reorganzations

were corporate acts and that the volitional act on the par of the individual shareholder required

for a "sale" was absent. In reversing the "no sale" theory and rescinding Rule 133, the

Commission stated that ~ule 133 overlooked the "substance of

the transaction." In adopting Rule

145, the Commission's primar purose was to require registrants to provide full and fair

disclosure by giving a shareholder who was offered a new security in a Rule 145 business

combination the material facts about the tranaction so that the shareholder would be in a position

to make an informed investment

judgment. (See SEC release number 33-5316 (October 6, 1972)

adopting Rule 145 and SEC release number

33-5463 (Februar 28, 1974) interpreting Rule 145).

In Scudder Letter SEe Staff did not Extend "Fairness Notion" to Rule 145 Reorganizations

In a similar non-Rule 414 business combination (See Scudder Managed Reserves. Inc. (available

May 15, 1981) (the "Scudder" letter)) the staff denied a no-action request

of an existing Scudder

mutual fud that sought to succeed to the redemption credits of an acquired Scudder mutual fund.

In denying the relief, the staff reasoned that the existing Scudder fud could not succeed to the

acquired Scudder fud's registration statement since the existing Scudder fud was a fuctioning

entity and, thus, did not satisfy the requirement of Rule 414 that an acquiring fud can succeed

to an acquired fud's registration statement only if it is a corporate shelL. Since the acquiring

fund could not succeed to the acquired fud's registration under the 1933 Act, the staff

thought

it inappropriate to treat the shares of the acquired fund exchanged for shares of the acquiring fud

as "redeemed" under Rule 24f-2 for puroses of computing the registration fee. Scudder's

counsel argued unsuccessfully that the Scudder reorganzation could have been accomplished

within the framework of Rule 414. The result would have been the same. The process would

simply have been more complicated and more expensive. Since it would have been more

VPKK-002/25 i 90. V5 09/2194

\j E 0 D E R, PR ICE, K AUF MAN & K A M M H D L Z

Mr. Jack W. Murhy

September 21, 1994

Page 5

complicated and more expensive, Scudder's counsel argued that it was not reasonable to require

Scudder to fit precisely withn a fact pattern that had previously received no action treatment in

letters such as those previously cited. It is difficult not to view the decision of the staff in

Scudder as a triwnph of form over substance.

SEe Staff Should Reconsider Scudder -- Look at Substance over Form

We respectfully request that, in analyzing the Kemper fuds reorganzations, the staff re-examine

the analysis in Scudder, respect substace over form and extend the fairness notion of 24f-2 to

the reorganzations. In connection with business combinations withn a series investment

company, it appears that the staff has already done so. In the Februar 25, 1994 Generic

Comment Letter, the staff expressed its view that business combinations of registered investment

companies should be treated as two simultaneous transactions: (1) the acquiring fud sells its

shares to the acquired fud for securities and other assets of the acquired fud (in-kind); and (2)

contemporaneously, the acquired fud redeems its shares in-kind, from its shareholders. The

Generic Comment Letter concluded, "(T)hus, the shares sold by the acquiring fud should be

included in its calculation of Rule 24f-2 fees for the fiscal year during which the combination

occurs. The share redemptions by the (acquired) fud are available to offset the share sales

during the (acquired) fud's fiscal year ending with or after the business combination. For series

companies using the aggregation method of calculating Rule 24f-2 fees, any excess net

redemptions from the (acquired fud's) combination with and into another fud may be included

in the aggregation for that fiscal year. Of course, the net effect of a combination of two series

in the same fud may not be material; however, the appropriate calculations should be made for

verification. "

Scudder letter produces anomalous result

Similarly, notwithstading the result in Scudder, with respect to the various Kemper fud

reorganizations, we believe it would be appropriate for the Kemper fuds to net the redemptions

that occurred as a result of the reorganizations against the sales that occured as a result of the

reorganizations. For example, for the KP-Growth Portfolio (the acquired fud), which was

reorganzed into the Kemper Growt Fund (the acquiring fud), we believe that the registration

fees paid by the Kemper Growth Fund should be calculated by including the sales of the Kemper

Growth Fund shares issued in connection with the reorganization, offset by the redemptions of

the KP-Growt Portfolio shares that were redeemed in connection with the reorganzation. (See

Appendix A for identification of the various fuds involved in the reorganzations.)

VPKK-002/25190. V5 09/21/94

,'. .

VEDDER,PRICE,KAUFMAN & KAMMHOLZ

Mr. Jack W. Murhy

September 21, 1994

Page 6

As describ~d in the Scudder letter, the Kemper fud reorganzations theoretically could have been

structued in a more complicated and expensive way so as to come withn the fact pattern of prior

favorable no-action letters. Specifically, for example,

rather than having the Kemper Growth

Fund acquire the assets of the KP-Growth Portfolio, a new "shell" could have been created to

acquire both the KP-Growt Portfolio and the Kemper Growt Fund. In fact, in the

Commonwealth Funds letter cited above, the staff gave no-action relief to such a transaction, and

permitted the acquiring fud to succeed to both acquired fuds' redemption credits. It was not

practical, however, for the Kemper fuds to have followed the approach in the Commonwealth

Funds letter. Such an approach would have entaled two shareholder votes rather than one, with

the attendant costs, complexity and increased risk of not securng the requisite shareholder vote.

Under curent staff positions, the "key" factor in allowing redemption credits to car over to a

successor-entity is whether or not that successor entity is a "shell." We suggest that the "shell"

analysis is a red-herring. Rather, the analysis should be focused upon the purose of the

reorganization. In the Kemper fud reorganzations, the purose was "organzational." Like

Commonwealth Funds, the Kemper fuds were simply consolidating separate, but like, fuds into

a multi-class structue. Again, like Commonwealth Funds, the separate distribution strctues of

the Kemper fuds were a product of their place in time, rather than design; in that the Kemper

fuds concept and distribution strctue was initiated beforc the prevalence of the multi-class

structue.

To take a position contrar to that requested herein would ru counter to the fairess notion

embodied in Rule 24f-2 and would simply reflect form over substace. The Kemper fud

reorganizations were, in essence, no more than an organzational change, for the benefit of

shareholders. By not allowing the netting of redemptions, shareholders of the Kemper fuds wil

be charged duplicative and inordinately high registration fees. This is precisely the type of result

that Rules 24e-2 and 24f-2 are intended to ameliorate. Furermore, to tae a position contrar

to that requested herein would encourage investment companes, in the futue, to reorganze in

the more complicated and expensive maner of creating a "shell" company. Anomalously,

shareholders voting on such "shell" types of reorganizations may receive less information about

the securities being offered since the securities would not be registered on Form N-14 (ie; the

shareholders would receive only a proxy statement, not a proxy statement/prospectus).

The net effect of a denial of this no-action request would be to subject the Kemper Fund

shareholders to duplicative registration costs based simply upon a form over substance

analysis. Moreover, it would encourage investment companies, in the future, to effectuate

reorganizations by creating a shell, which may increase the costs and complexity of such

VPKK-002/25190.V5 09/21/94

V.EDDER,PRICE,KAUFMAN & KAMMHOLZ

Mr. Jack W. Murhy

September 21, 1994

Page 7

reorganizations and provide less disclosure to the shareholder voting on such

reorganizations.

IV. CONCLUSION

In light of the foregoing, we respectfully request the staff to confirm to us that in connection with

the reorganzations described above, each acquiring Kemper fud would be able to use the

redemption credits of each respective acquired fud for puroses of calculating the registration

fees owed under Rule 24f-2.

Certain of the acquirng Kemper fuds that paricipated in the reorganzations have fiscal years

ending September 30, 1994; so that their Rule 24f-2 calculations wil be due no later than

November 29, 1994. Accordingly, it is requested that you respond to this letter at your earliest

convenience.

Pursuant to the Commission's procedures applicable to requests for no-action letters, enclosed

are seven additional copies of this no-action request (SEC release number 33-6269 (December

5, 1980)).

If you have any questions with respect to ths letter or need any additional information, please

call the undersigned (David A. Stus) at 312/609-7589 or Cathy G. O'Kelly at 312/609-7657.

,t/L't i

David A. Stus

DAS:ak

Enclosures

VPKK-002/25190.V5 09/21/94

VEDDER,PRICE,KAUFMAN & KAMMHDLZ

APPENDIX A

On May 27, 1994, various Kemper mutual funds were reorganized into certain other Kemper

mutual funds. Specifically, the'reorganzations were as follows:

Kemper Investment Portfolios

Growt Portfolio

into

Kemper Growt Fund

into

Kemper Total Retu Fund

into

Kemper High Yield Fund

into

Kemper Diversified Income Fund

into

Kemper Small Capitalization Equity

Fund

Kemper Investment Portfolios

Total Retu Portfolio

Kemper Investment Portfolios

High Yield Portfolio

Kemper Investment Portfolios

Diversified Income

Portfolio

Kemper Investment Portfolios

Small Capitaization

Equity Portfolio

Kemper Investment Portfolios (which changed its name to Kemper Portfolios on May 31, 1994)

("KP"), Kemper Growt Fund, Kemper Total Retu Fund, Kemper High Yield Fund, Kemper

Diversified Income Fund and Kemper Small Capitalization Equity Fund (each a "Fund") are all

open-end management investment

companes, organized as separate business trsts under the laws

of the commonwealth of Massachusetts. Each Fund may issue an unimited number of shares of

beneficial interest in one or more series, Except for KP, each Fund has only authorized one

series of shares. KP, prior to the reorganzations, authorized and had outstading, nine series of

shares: Small Capitalization Equity Portfolio; Growth Portfolio; Total Retu Portfolio; High

Yield Portfolio; Diversified Income Portfolio; Governent Income Portfolio; Governent

Portfolio; Short-Term Global Income Portfolio; Short-Intermediate Governent Portfolio; and

Money Market Portfolio.

A copy of the proxy statement/prospectus for each of the above reorganzations is enclosed for

the stafr s convenience.

V E D D E Ri P R I C Ei K AUF MAN & K A M MHO L Z

A PARTNERSHIP INCLUDING VEDDER, PRICE. KAUFMAN a KAMMHOLZ, P,C.

222 NORTH LA SALLE STREET

CHICAGO, ILLINOIS 60601-003

312-609-7500

FACSIMILE: 312-609~5005

VEDDER,PRICE,KAUFMAN,KAMMHDLZ & DAY

919 18TH STREET. N.W.

WASHINGTON. D.C. 200.5593

202-828-5020

DAVID A. STURMS

805 THIRD AVENUE

NEW YORK. NEw YORK 10022.2203

312-609-7589

November 17, 1994

212.407 7700

VEODER,PRICE.KAUFMAN & KAMMHDLZ

615 LONGWOOD STREET

ROCKf'ORO. IL 61107,4264

Mr. Jack W. Murphy

Chief Counsel

Division of Investment Management

8IS-962' 9100

Securities and Exchange Commission

450 Fifth Street, N. W.

Washington, D. C. 20549

Re: Kemper Mutual Funds

Dear Mr. Murphy:

This letter responds to certin questions asked by telephone by Mr. Barry A. Mendelson

of your office concernng the Kemper Mutual Funds' letter dated September 21, 1994 (a copy

of which is enclosed for your reference). That letter requests the assurance of the staff of the

Division of Investment Management that it wil not recommend enforcement action to the

Commission if the registration fees paid by the Kemper funds are computed as described in the

letter (ie; that in connection with reorganizations of the Kemper funds, each acquiring Kemper

fund be able to use the redemption credits of each respective acquired Kemper fund for purposes

of calculating the registration fees owed under Rule 24f-2).

Mr. Mendc1son asked us to confirm that the comparable separate Kemper funds were

cn:aled and sold as one invesiment product with the primary difference being the different

distribution arrangements. As we noted for Mr. Mendelson in our various telephone

conversations, that was the intention of the parties. For example, in the case of the KP-High

Yield Portfolio (an acquired fund) and the Kemper High Yield

funds were marketed and sold as being essentially the same investment

Fund (an acquiring fund), the two

product; the primary

difference being the different distribution arrangements: the Kemper High Yield Fund was

offered with a front end sales charge while the KP-High Yield Portfolio was offered with no

front end sales charge, but instead with a 12b-l fee and a contingent deferred sales charge.

DOE R, P R ICE, K AUF MAN & K A M MHO L Z

Mr. Jack W. 'Murphy

,November 17, 1994

Page 2

With respect to the Kemper funds involved in each reorganization, in addition to each

fund having substantially similar investment objectives and policies, each fund was managed by

substantially similar investment personnel and had substantially similar investment portfolios with

a high degree of asset composition correlation. As noted in the registration statements fied with

the Commission for each of the acquired funds, in the case of (i) KP-Growth Portfolio and

Kemper Growth Fund, (ii) KP- Total Return Portfolio and Kemper Total Return Fund, and (ii)

KP-Small Capitalization Equity Portfolio and Kemper Small Capitalization Equity Fund, Kemper

Financial Services, Inc. ("KFS") (the investment manager for each fund) has an Equity

Investment Committee that determines overall investment strategy for the funds. The Equity

Investment Committee is comprised of a team of investment personnel including the individual

portfolio managers for each fund. The portfolio managers work together as a team with the

Equity Investment Committee and various equity analysts and equity traders to manage each

fund's investments. Equity analysts -- through research, analysis and evaluation -- work to

develop investment ideas appropriate for each fund. These ideas are studied and debated by the

Equity Investment Committee and, if approved, are added to a list of eligible investments. The

portfolio managers use the list of eligible investments to help them structure each fund's

portfolio in a manner consistent with the fund's objective. In the case of (i) KP-High Yield

Portfolio and Kemper High Yield Fund and (ii) KP-Diversified Income Portfolio and Kemper

Diversified Income Fund, KFS has a Fixed Income Investment Committee that determines over­

all investment strategy for the funds. The Fixed Income Investment Committee is comprised of

a team of investment personnel including the individual portfolio managers for each fund. The

portfolio managers work together as a team with the Fixed Income Investment Committee and

various fixed income analysts and traders to manage each fund. Analysts provide market,

economic and financial research and analysis that is used by the Fixed Income Investment

Committee to establish broad parameters for the funds, including duration and cash levels. In

addition, credit research by analysts is used by portfolio managers in selecting securities

appropriate for the fund's policies.

In response to Mr. Mendelson's request to identify the individual portfolio managers,

they were, at the time of the reorganizations, as follows: C. Beth Cotner for KP-Growth

Portfolio and Kemper Growth Fund; C. Beth Cotner for KP-Total Return Portfolio and Gordon

P. Wilson for Kemper Total Return Fund; C. Beth Cotner for KP-Small Capitalization Equity

Portfolio and Kemper Small Capitalization Equity Fund; Michael A. McNamara and Harr E.

Reiss, Jr. as co-managers for both KP-High Yield Portfolio and Kemper High Yield Fund; and

Michael A. McNamara and Harry E. Reiss, Jr. as co-managers for both KP-Diversified Income

Portfolio and Kemper Diversified Income Fund. As we. discussed with Mr. Mendelson,

notwithstanding the fact that the "named" portfolio managers were different for KP-Total Return

Portfolio and Kemper Total Return Fund (together, the "Total Return Funds"), the overall

VPKK-OOl/48557.V3

DDER,PRICE,KAUFMAN & KAMMHOLZ

Mr. Jack W. Murphy

November 17, 1994

Page 3

investment strategy for each of the Total Return Funds was determined, as noted above, by the

Equity Investment Committee, and the portfolio managers used the same list of eligible

investments.

Mr. Mendelson also asked whether the plan of reorganization provided that the acquiring

fund would succeed to all the liabilties of the acquired fund, including liabilties under and

relating to the acquired fund's registration statement under the Securities Act of 1933. The plan

of reorganiation does not refer specifically to particular liabilities, including any under and

relating to the acquired fund's registration statement, but simply states that the acquiring fud

wil assume all of the liabilties of the acquired fund. This broadly inclusive language aside, we

believe that any obligations of the acquired fund under and relating to the acquired fund's

registration statement under the 1933 Act were assumed by and are obligations of the acquiring

fund.

If you have any additional questions relating to the Kemper funds request for no-action

position, please call me at (312) 609-7589.

¡;ßf

David A. Sturms

DAS:djo

Enclosure

V PKK-OOl/48557 ,V3