KEMPER HORIZON FUND
497, 1999-04-09
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                               Kemper Horizon Fund
                          Kemper Horizon 20+ Portfolio
                          Kemper Horizon 10+ Portfolio
                           Kemper Horizon 5 Portfolio

                            Kemper Target Equity Fund
                        Kemper Retirement Fund Series VII

         Supplement to the currently effective Statements of Additional
     Information of each of the listed funds and portfolios (each a "Fund")

                              --------------------

The  following  disclosure  replaces the relevant  paragraph in the  "Custodian,
Transfer  Agent,  and  Shareholder  Services  Agent" section of the Statement of
Additional Information for the Kemper Retirement Fund Series VII.

Custodian,  Transfer Agent and Shareholder  Service Agent. State Street Bank and
Trust Company  ("State  Street"),  225 Franklin  Street,  Boston,  Massachusetts
02110, as custodian,  has custody of all securities and cash of the Trust. State
Street  attends to the  collection of principal and income,  and payment for and
collection  of proceeds  of  securities  bought and sold by the Fund.  Investors
Fiduciary Trust Company ("IFTC"), 801 Pennsylvania Avenue, Kansas City, Missouri
64105, is the Trust's transfer agent and  dividend-paying  agent.  Pursuant to a
services  agreement with IFTC, Kemper Service Company ("KSvC"),  an affiliate of
Scudder Kemper, serves as "Shareholder Service Agent" of the Fund, and, as such,
performs all of IFTC's duties as transfer agent and dividend paying agent.  IFTC
receives from the Fund as transfer agent, and pays to KSvC, as follows: prior to
January 1, 1999,  annual  account  fees at a maximum rate of $6 per account plus
account set up,  transaction and maintenance  charges and out-of-pocket  expense
reimbursement  and  effective  January 1, 1999,  annual  account  fees of $10.00
($18.00 for  retirement  accounts) plus set up charges,  annual fees  associated
with the contingent deferred sales charges (Class B only), an asset-based fee of
0.08% and out-of-pocket reimbursement.

The following  disclosure  supplements all relevant information in the Statement
of Additional Information for the above-listed funds.

On September 7, 1998, Zurich Insurance Company ("Zurich"), the majority owner of
Scudder Kemper Investments, Inc. (the "Adviser"), entered into an agreement with
B.A.T  Industries  p.l.c.  ("B.A.T"),  pursuant to which the financial  services
businesses of B.A.T were combined with Zurich's  businesses to form a new global
insurance and financial  services  company known as Zurich  Financial  Services.
Upon  consummation  of  the  transaction,   each  Fund's  investment  management
agreement  with the Adviser  was deemed to have been  assigned  and,  therefore,
terminated. The Board of Trustees of each Fund and the shareholders of each Fund
have approved a new investment  management agreement with the Adviser,  which is
substantially  identical to the former investment management  agreement,  except
for the dates of execution and termination.

At special  meetings of shareholders of each Fund held on December 17, 1998 (the
"Special Meetings"),  the shareholders  confirmed the following:  as a matter of
fundamental policy, each Fund is classified as a diversified open-end investment
company, or as a diversified series of an open-end investment company, under the
Investment  Company Act of 1940 (the "1940 Act"), but the shareholders  voted to
eliminate any additional fundamental diversification policies.

Additionally,  at each Fund's Special  Meeting,  the  shareholders  approved the
reclassification  of  each  Fund's  investment   objective(s)  and  policies  as
non-fundamental, with the exception of those policies required to be fundamental
by the 1940 Act (see below). An objective or policy which is non-fundamental may
be changed or  eliminated  by a Fund's  Board of Trustees  without a vote of the
shareholders.

Each Fund's fundamental  policies have been amended by a vote of shareholders at
each Fund's  Special  Meeting.  Following  is a list of each Fund's  amended and
restated fundamental  policies. As a matter of fundamental policy, each Fund may
not:

1.   borrow money, except as permitted under the Investment Company Act of 1940,
     as amended,  and as interpreted or modified by regulatory  authority having
     jurisdiction, from time to time;

2.   issue senior  securities,  except as permitted under the Investment Company
     Act of 1940,  as amended,  and as  interpreted  or  modified by  regulatory
     authority having jurisdiction, from time to time;

April 9, 1999

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3.   concentrate its investments in a particular industry,  as that term is used
     in the  Investment  Company Act of 1940, as amended,  and as interpreted or
     modified by regulatory authority having jurisdiction, from time to time;

4.   engage in the business of underwriting  securities issued by others, except
     to the extent that a Fund may be deemed to be an  underwriter in connection
     with the disposition of portfolio securities;

5.   purchase or sell real  estate,  which term does not include  securities  of
     companies which deal in real estate or mortgages or investments  secured by
     real estate or interests therein,  except that the Fund reserves freedom of
     action to hold and to sell real  estate  acquired as a result of the Fund's
     ownership of securities;

6.   purchase physical commodities or contracts relating to physical
     commodities;

7.   make loans except as permitted under the Investment Company Act of 1940, as
     amended,  and as  interpreted  or modified by regulatory  authority  having
     jurisdiction, from time to time.

The following policies are non-fundamental, and may be changed or eliminated for
each Fund by its Board without a vote of the shareholders:

Each series of Kemper Horizon Fund may not:

1.   purchase securities of any issuer (other than obligations of, or guaranteed
     by,  the U.S.  Government,  its  agencies  or  instrumentalities)  if, as a
     result,  more than 5% of the total value of its assets would be invested in
     securities  of that  issuer.  To the  extent a  Portfolio  invests  in loan
     participations,  the Portfolio, as a non-fundamental policy, considers both
     the lender and the borrower to be an issuer of such loan participation;

2.   purchase more than 10% of any class of voting securities of any issuer;

3.   pledge,  hypothecate,  mortgage or otherwise  encumber more than 15% of its
     total assets and then only to secure permitted borrowings.  (The collateral
     arrangements  with  respect  to  options,  financial  futures  and  delayed
     delivery  transactions and any margin payments in connection  therewith are
     not deemed to be pledges or other encumbrances.);

4.   purchase securities on margin,  except to obtain such short-term credits as
     may be necessary for the clearance of transactions;  however, the Portfolio
     may make margin deposits in connection  with options and financial  futures
     transactions;

5.   make short sales of securities or maintain a short position for its account
     unless at all times when a short  position is open it owns an equal  amount
     of such securities or owns securities which, without payment of any further
     consideration,  are convertible  into or exchangeable for securities of the
     same issue as, and equal in amount to, the securities sold short and unless
     not more than 10% of the Portfolio's total assets is held as collateral for
     such sales at any one time;

6.   invest in real estate limited partnerships.

Kemper Retirement Fund Series VII may not:

1.   purchase securities of any issuer (other than obligations of, or guaranteed
     by,  the U.S.  Government,  its  agencies  or  instrumentalities)  if, as a
     result,  more  than 5% of the total  value of the  Fund's  assets  would be
     invested in securities of that issuer;

2.   purchase more than 10% of any class of voting securities of any issuer;

3.   pledge,  hypothecate,  mortgage or otherwise  encumber more than 15% of its
     total assets and then only to secure permitted borrowings.  (The collateral
     arrangements  with  respect  to  options,  financial  futures  and  delayed
     delivery  transactions and any margin payments in connection  therewith are
     not deemed to be pledges or other encumbrances.);

4.   purchase securities on margin,  except to obtain such short-term credits as
     may be necessary for the clearance of transactions;  however,  the Fund may
     make margin  deposits in  connection  with  options and  financial  futures
     transactions;

5.   make short sales of securities or other assets or maintain a short position
     for the  account of the Fund  unless at all times when a short  position is
     open it owns an equal  amount of such  securities  or other  assets or owns
     securities  which,  without  payment  of  any  further  consideration,  are
     convertible into or exchangeable for securities or other assets of the same
     issue as, and equal in amount to, the securities or other assets sold short
     and  unless  not  more  than  10% of the  Fund's  total  assets  is held as
     collateral for such sales at any one time;

6.   invest in real estate limited partnerships.



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