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EXHIBIT 99.10 (a)
FUND: KEMPER ADJUSTABLE RATE U.S. GOVERNMENT 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.
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5. Amendment. This Plan may not be amended to increase materially
the amount to 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 ADJUSTABLE RATE U.S. GOVERNMENT 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.
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5. Amendment. This Plan may not be amended to increase materially
the amount to 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)