Disclosure of Information about Fund Directors

We believe there are many aspects of this portion of the rule proposal that are good, and we generally are in favor of increasing the amount of information provided to shareholders about their board representatives. However, any changes should reasonably balance the benefits to shareholders from receiving such information against the burden to the funds and directors of providing such information. Some of the new proposals would be very burdensome to the Kemper Funds and their directors, without, we believe, a corresponding benefit to shareholders.

The proposed rules would require disclosure in the Statement of Additional Information (SAI) and proxy statements of the relationships of and transactions by any director or any immediate family member of a director with (1) any investment adviser, principal underwriter or administrator for the funds, (2) any person directly or indirectly controlling, controlled by or under common control with any such investment adviser, principal underwriter or administrator, or (3) any officer of any such investment adviser, principal underwriter, administrator or controlling or controlled person.

The term "immediate family member" of a person is defined as the person's spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law, and brother- or sister-in-law (including step and adoptive relationships).

We believe this requirement is problematic in two respects. First, the definition of "immediate family member" is too broad. In addition to being of questionable value to shareholders, many directors will not have access to all the required information. We are concerned that many persons classified as "immediate family members" may be unwilling to provide the necessary information. As an example, the proposed rule would require a director to obtain financial information from a step brother or sister, even if the director has had little or no contact with that individual for a considerable period of time. In such a situation, what option would the director have other than to resign if he or she were unable to obtain the necessary information. Even in those circumstances where the information may be obtainable, we believe that many directors will be unwilling to impose on more distant family members to obtain the required information. As a result, many funds may be deprived of the capable services of existing directors. Moreover, many funds likely would experience substantial difficulty in recruiting new directors.

Second, the definition of persons related to a fund is so broad that for complexes such as ours and many others, the number of entities that would need to be cross checked against is literally in the hundreds, and involves many sister companies that are in virtually no way connected with the adviser, other than by common, distant ownership. Again, this information is of little value to shareholders. In addition, this further reduces the ability of the directors to go to family members and obtain the necessary information. Moreover, for complexes that have funds with staggered fiscal year ends such as ours, the directors would be required to obtain this information at multiple times throughout the year. This would impose a huge burden on both the directors and the funds, with the resulting impact on the ability to attract qualified candidates to board membership. We also believe that having directors spend so much time tracking down this type of information would be a distraction from the important work that should be the focus of the board.

Generally, when the Commission imposes new requirements, it weighs the benefits against the burdens of the proposal. In this case, the burden to directors is very great. Yet in contrast, we see very little benefit to the shareholders. It is not at all clear what value it is to shareholders to receive information about the interests of the directors' extended family members or about remote business relationships. Any value to shareholders is further reduced if the requirement significantly reduces the willingness of persons to serve as directors.

For the reasons stated above, we strongly urge the Commission to drop this proposal altogether. If, however, the Commission proceeds, we believe the proposal should (1) be limited to directors and their "immediate family members" that reside in their household; (2) be limited to relationships with the adviser/distributor/administrator and their parents and subsidiaries (not common control entities) and (3) set a $60,000 de minimis threshold for disclosure of material interests and material transactions (the standard used in Regulation S-K).

Independent Legal Counsel

We agree with the Commission's premise that independent directors need to have access to qualified, unbiased legal advice in order to effectively exercise their responsibilities. Further, we support the Commission's goal of ensuring that independent directors obtain such advice. However, we disagree with the proposed regulatory approach to reach that goal.

The selection of counsel, both in terms of the structure of relationships and the firms selected to provide advice, has been an area to which we, as independent directors, have devoted considerable attention. Moreover, it is a subject on which we feel well qualified to act. We have prominent attorneys within our ranks, and we have extensive experience in selecting and judging counsel to advise us, not only from our service as directors of the funds, but from our professional experiences as well. We have devoted extensive energy to our process of selecting counsel to the independent directors. We believe we are very capable of determining whether we are receiving high quality and unbiased advice, in general, and we believe that we are better able than a uniform rule to evaluate conflicts of interest. Therefore, we are adverse, as a matter of principle, to a Commission rule that would substitute the Commission's judgment for ours in the matter of selection of our own counsel.

Further, we are concerned by the Commission's articulated standard of independence, particularly the fact that relatively minor work for a remote affiliate of the adviser during any two-year period could undo our extensive evaluation and selection of counsel. Although the proposed rule provides some discretion to independent directors to make an exception for remote or minor conflicts of interest, the proposed rule is so vague regarding what is permissible (and the examples in the proposing release are so extreme), it invites litigation on this issue. Our concern about the independent counsel proposal is heightened for complexes served by investment advisers, principal underwriters or administrators that are part of large organizations such as ours, where there may be many distant affiliates engaged in businesses completely unrelated to the fund business, and where application of the rule could have unintended and adverse consequences to our ability to receive desired and effective counsel representation.

* * * *

We urge the Commission to consider these comments and to adopt appropriate amendments to the proposals prior to implementing them.
Sincerely,

/s/ John W. Ballantine

John W. Ballantine

/s/ Lewis A. Burnham

Lewis A. Burnham

/s/ Donald L. Dunaway

Donald L. Dunaway

/s/ Robert B. Hoffman

Robert B. Hoffman

Independent Directors of:

Kemper Income and Capital Preservation Fund
Kemper Strategic Income Fund
Kemper High Yield Series
Kemper High Yield Fund
Kemper High Yield Opportunity Fund
Kemper Income Trust
Kemper High Yield Fund II
Kemper U.S. Government Securities Fund
Kemper Portfolios
Kemper Cash Reserves Fund
Kemper U.S. Mortgage Fund
Kemper Short-Term U.S. Government Fund
Kemper National Tax-Free Income Series
Kemper Municipal Bond Fund
Kemper Intermediate Municipal Bond Fund
Kemper State Tax-Free Income Series
Kemper California Tax-Free Income Fund
Kemper New York Tax-Free Income Fund
Kemper Florida Tax-Free Income Fund
Kemper Ohio Tax-Free Income Fund
Kemper Technology Fund
Kemper Total Return Fund
Kemper Growth Fund
Kemper Small Capitalization Equity Fund
Kemper Blue Chip Fund
Kemper Value Plus Growth Fund
Kemper Asian Growth Fund
Kemper Aggressive Growth Fund

/s/ Donald R. Jones
Donald R. Jones

/s/ Shirley D. Peterson

Shirley D. Peterson

/s/ William P. Sommers
William P. Sommers

Kemper International Fund
Zurich Money Funds
Zurich Money Market Fund
Zurich Government Money Fund
Zurich Tax-Free Money Fund
Zurich YieldWise Funds
Zurich YieldWise Money Market Fund
Zurich YieldWise Government Money Fund
Zurich YieldWise Municipal Money Fund
Cash Equivalent Fund
Money Market Portfolio
Government Securities Portfolio
Tax-Exempt Portfolio
Cash Account Trust
Money Market Portfolio
Government Securities Portfolio
Tax-Exempt Portfolio
Tax-Exempt California Money Market Fund
Investors Municipal Cash Fund
Investors Florida Municipal Cash Fund
Investors Michigan Municipal Cash Fund
Investors New Jersey Municipal Cash Fund
Investors Pennsylvania Municipal Cash Fund
Tax-Exempt New York Money Market Fund
Investors Cash Trust
Government Securities Portfolio
Treasury Portfolio

Sincerely,

/s/ James E. Akins
James E. Akins

/s/ James R. Edgar
James R. Edgar

/s/ Arthur R. Gottschalk
Arthur R. Gottschalk

Independent Directors of:

Kemper High Income Trust
Kemper Intermediate Government Trust
Kemper Municipal Income Trust
Kemper Multi-Market Income Trust
Kemper Strategic Municipal Income Trust
Kemper Strategic Income Trust
Kemper Value Series, Inc.
Kemper Contrarian Fund
Kemper-Dreman High Return Equity Fund
Kemper Small Cap Value Fund
Kemper Horizon Fund
Kemper Horizon 20+ Portfolio
Kemper Horizon 10+ Portfolio
Kemper Horizon 5 Portfolio
Kemper New Europe Fund, Inc.
Kemper Global/International Series, Inc.
Kemper Global Blue Chip Fund
Kemper International Growth and Income Fund
Kemper Emerging Markets Income Fund
Kemper Emerging Markets Growth Fund
Kemper Latin American Fund
Kemper Growth Fund of Spain
Kemper Securities Trust
Kemper U.S. Growth and Income Fund
Kemper Small Cap Relative Value Fund
Kemper Equity Trust
Kemper-Dreman Financial Services Fund
Kemper Funds Trust
Kemper Large Company Growth Fund
Kemper Research Fund
Kemper Small Cap Value + Growth Fund
Kemper Target Equity Fund
Kemper Target 2010 Fund
Kemper Retirement Fund - Series II
Kemper Retirement Fund - Series III
Kemper Retirement Fund - Series IV
Kemper Retirement Fund - Series V
Kemper Retirement Fund - Series VI
Kemper Retirement Fund - Series VII
Kemper Worldwide 2004 Fund

/s/ Frederick T. Kelsey

Frederick T. Kelsey

/s/ Fred B. Renwick

Fred B. Renwick

/s/ John G. Weithers

John G. Weithers

Kemper Variable Series
Kemper Money Market Portfolio
Kemper Total Return Portfolio
Kemper High Yield Portfolio
Kemper Growth Portfolio
Kemper Government Securities Portfolio
Kemper International Portfolio
Kemper Small Cap Growth Portfolio
Kemper Investment Grade Bond Portfolio
Kemper Contrarian Value Portfolio
Kemper Small Cap Value Portfolio
Kemper Value+Growth Portfolio
Kemper Horizon 20+ Portfolio
Kemper Horizon 10+ Portfolio
Kemper Horizon 5 Portfolio
Kemper Blue Chip Portfolio
Kemper Global Income Portfolio
Kemper-Dreman High Return Equity Portfolio
Kemper-Dreman Financial Services Portfolio
Kemper Global Blue Chip Portfolio
Kemper International Growth and Income Portfolio
Kemper Aggressive Growth Portfolio
Kemper Technology Growth Portfolio
Kemper Index 500 Portfolio
KVS Focused Large Cap Growth Portfolio
KVS Growth Opportunities Portfolio
KVS Growth and Income Portfolio
Kemper Floating Rate Fund