1
                 FUND:      KEMPER BLUE CHIP FUND (THE "FUND")
                 CLASS:     CLASS B (THE "CLASS")


                         AMENDED AND RESTATED 12b-1 PLAN

    Pursuant to the provisions of Rule 12b-1 under the Investment Company Act of
1940 (the "Act"), this Amended and Restated 12b-1 Plan (the "Plan") has been
adopted for the Fund and for the Class (as noted and defined above) by a
majority of the members of the Fund's Board (the "Board"), including a majority
of the Board members who are not "interested persons" of the Fund and who have
no direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan (the "Qualified Board Members") at a meeting
called for the purpose of voting on this Plan.

    1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI") at 
the end of each calendar month a distribution services fee computed at the 
annual rate of .75% of average daily net assets attributable to the Class
shares. KDI may compensate various financial service firms appointed by KDI
("Firms") in accordance with the provisions of the Fund's Underwriting and
Distribution Agreement (the "Distribution Agreement") for sales of shares at the
fee levels provided in the Fund's prospectus from time to time. KDI may pay
other commissions, fees or concessions to Firms, and may pay them to others in
its discretion, in such amounts as KDI shall determine from time to time. The
distribution services fee for the Class shall be based upon average daily net
assets of the Fund attributable to the Class and such fee shall be charged only
to the Class. For the month and year in which this Plan becomes effective or
terminates, there shall be an appropriate proration of the distribution services
fee set forth in Paragraph 1 hereof on the basis of the number of days that the
Plan and any agreements related to the Plan are in effect during the month and
year, respectively. The distribution services fee shall be in addition to and
shall not be reduced or offset by the amount of any contingent deferred sales
charge received by KDI.

    2. Periodic Reporting. KDI shall prepare reports for the Board on a 
quarterly basis for the Class showing amounts paid to the various Firms and such
other information as from time to time shall be reasonably requested by the 
Board.

    3. Continuance. This Plan shall continue in effect indefinitely, provided 
that such continuance is approved at least annually by a vote of a majority of 
the Board, and of the Qualified Board Members, cast in person at a meeting 
called for such purpose or by vote of at least a majority of the outstanding
voting securities of the Class.

    4. Termination. This Plan may be terminated at any time without penalty with
respect to the Class by vote of a majority of the Qualified Board Members or by
vote of the majority of the outstanding voting securities of the Class.

    5. Amendment.  This Plan may not be amended to increase materially the
amount to


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be paid to KDI by the Fund for distribution services with respect to the Class
without the vote of a majority of the outstanding voting securities of the
Class. All material amendments to this Plan must in any event be approved by a
vote of a majority of the Board, and of the Qualified Board Members, cast in
person at a meeting called for such purpose.

    6. Selection of Non-Interested Board Members. So long as this Plan is in 
effect, the selection and nomination of those Board members who are not
interested persons of the Fund will be committed to the discretion of Board
members who are not themselves interested persons.

    7. Recordkeeping. The Fund will preserve copies of this Plan, the 
Distribution Agreement, and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the
Distribution Agreement, or any such report, as the case may be, the first two
(2) years in an easily accessible place.

    8. Limitation of Liability. Any obligation of the Fund hereunder shall be
binding only upon the assets of the Class and shall not be binding on any Board
member, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the Board members or shareholders of the Fund nor
the adoption of the Plan on behalf of the Fund shall impose any liability upon
any Board member or upon any shareholder.

    9. Definitions. The terms "interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the Act and
the rules and regulations thereunder.

    10. Severability; Separate Action. If any provision of this Plan shall be 
held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for 
the Class as the Act or the rules thereunder so require.


(Amended and restated August 1, 1998)




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                  FUND:     KEMPER BLUE CHIP FUND (THE "FUND")
                  CLASS:    CLASS C (THE "CLASS")


                         AMENDED AND RESTATED 12b-1 PLAN

         Pursuant to the provisions of Rule 12b-1 under the Investment Company
Act of 1940 (the "Act"), this Amended and Restated 12b-1 Plan (the "Plan") has
been adopted for the Fund and for the Class (as noted and defined above) by a
majority of the members of the Fund's Board (the "Board"), including a majority
of the Board members who are not "interested persons" of the Fund and who have
no direct or indirect financial interest in the operation of the Plan or in any
agreements related to the Plan (the "Qualified Board Members") at a meeting
called for the purpose of voting on this Plan.

    1. Compensation. The Fund will pay to Kemper Distributors, Inc. ("KDI") at 
the end of each calendar month a distribution services fee computed at the
annual rate of .75% of average daily net assets attributable to the Class
shares. KDI may compensate various financial service firms appointed by KDI
("Firms") in accordance with the provisions of the Fund's Underwriting and
Distribution Agreement (the "Distribution Agreement") for sales of shares at the
fee levels provided in the Fund's prospectus from time to time. KDI may pay
other commissions, fees or concessions to Firms, and may pay them to others in
its discretion, in such amounts as KDI shall determine from time to time. The
distribution services fee for the Class shall be based upon average daily net
assets of the Fund attributable to the Class and such fee shall be charged only
to the Class. For the month and year in which this Plan becomes effective or
terminates, there shall be an appropriate proration of the distribution services
fee set forth in Paragraph 1 hereof on the basis of the number of days that the
Plan and any agreements related to the Plan are in effect during the month and
year, respectively. The distribution services fee shall be in addition to and
shall not be reduced or offset by the amount of any contingent deferred sales
charge received by KDI.

    2. Periodic Reporting. KDI shall prepare reports for the Board on a
quarterly basis for the Class showing amounts paid to the various Firms and such
other information as from time to time shall be reasonably requested by the
Board.

    3. Continuance. This Plan shall continue in effect indefinitely, provided
that such continuance is approved at least annually by a vote of a majority of
the Board, and of the Qualified Board Members, cast in person at a meeting
called for such purpose or by vote of at least a majority of the outstanding
voting securities of the Class.

    4. Termination. This Plan may be terminated at any time without penalty
with respect to the Class by vote of a majority of the Qualified Board Members
or by vote of the majority of the outstanding voting securities of the Class.

    5. Amendment. This Plan may not be amended to increase materially the amount
to 

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be paid to KDI by the Fund for distribution services with respect to the Class
without the vote of a majority of the outstanding voting securities of the
Class. All material amendments to this Plan must in any event be approved by a
vote of a majority of the Board, and of the Qualified Board Members, cast in
person at a meeting called for such purpose.

    6. Selection of Non-Interested Board Members. So long as this Plan is in 
effect, the selection and nomination of those Board members who are not
interested persons of the Fund will be committed to the discretion of Board
members who are not themselves interested persons.

    7. Recordkeeping. The Fund will preserve copies of this Plan, the
Distribution Agreement, and all reports made pursuant to Paragraph 2 above for a
period of not less than six (6) years from the date of this Plan, the 
Distribution Agreement, or any such report, as the case may be, the first two
(2) years in an easily accessible place.

    8. Limitation of Liability. Any obligation of the Fund hereunder shall be 
binding only upon the assets of the Class and shall not be binding on any Board
member, officer, employee, agent, or shareholder of the Fund. Neither the
authorization of any action by the Board members or shareholders of the Fund nor
the adoption of the Plan on behalf of the Fund shall impose any liability upon
any Board member or upon any shareholder.

    9. Definitions. The terms "interested person" and "vote of a majority of the
outstanding voting securities" shall have the meanings set forth in the Act and 
the rules and regulations thereunder.

    10. Severability; Separate Action. If any provision of this Plan shall be 
held or made invalid by a court decision, rule or otherwise, the remainder of
this Plan shall not be affected thereby. Action shall be taken separately for
the Class as the Act or the rules thereunder so require.


(Amended and restated August 1, 1998)