KEMPER GLOBAL INTERNATIONAL SERIES
497, 2000-03-06
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                                                                       LONG-TERM
                                                                       INVESTING
                                                                            IN A
                                                                      SHORT-TERM
                                                                       WORLD(SM)



March 1, 2000

Prospectus


             K E M P E R  G L O B A L / I N T E R N A T I O N A L  F U N D S

                                                    Kemper Asian Growth Fund

                                         Kemper Emerging Markets Growth Fund

                                                Kemper Global Blue Chip Fund

                                                       Global Discovery Fund

                                                   Kemper Global Income Fund

                                                   Kemper International Fund

                                                   Kemper Latin America Fund

                                                      Kemper New Europe Fund

As with all mutual funds, the Securities and
Exchange Commission (SEC) does not approve
or disapprove these shares or determine
whether the information in this prospectus
is truthful or complete. It is a criminal
offense for anyone to inform you otherwise.


                                                             [LOGO] KEMPER FUNDS
<PAGE>

 HOW THE                                              INVESTING IN
 FUNDS WORK                                           THE FUNDS

  2 Kemper Asian Growth     32 Kemper International   75 Choosing A Share
    Fund                       Fund                      Class

  8 Kemper Emerging         38 Kemper Latin America   81 How To Buy Shares
    Markets Growth Fund        Fund
                                                      82 How To Exchange
 14 Kemper Global Blue      44 Kemper New Europe         Or Sell Shares
    Chip Fund                  Fund
                                                      83 Policies You Should
 20 Kemper Global           51 Other Policies and        Know About
    Discovery Fund             Risks
                                                      91 Understanding
 26 Kemper Global Income    53 Financial Highlights      Distributions And
    Fund                                                 Taxes


<PAGE>


How The Funds Work

These funds invest significantly in foreign securities. Seven of the funds focus
on stocks, one mainly on bonds. Each fund is dedicated to a particular region of
the world or a particular investment theme, and follows its own investment goal.

Remember that mutual funds are investments, not bank deposits. They're not
guaranteed or insured by the FDIC or any other government agency. Their share
prices will go up and down, so be aware that you could lose money.


<PAGE>

TICKER SYMBOLS  CLASS: A) KANAX  B) KANBX  C) KANCX

Kemper
Asian Growth Fund

FUND GOAL  The fund seeks long-term capital growth.

                          2 | Kemper Asian Growth Fund
<PAGE>

The Fund's Main Strategy


The fund invests at least 85% of total assets in common stocks and other Asian
equities (equities that are issued by companies organized under the laws of an
Asian country or traded mainly on Asian markets and do more than half of their
business in Asia). The fund generally focuses on emerging Asian markets, such as
China, Indonesia, Korea and Thailand.

In choosing stocks, the portfolio managers use a combination of three analytical
disciplines:

Bottom-up research. The managers look for individual companies with identifiable
market niches and sound balance sheets, among other factors.

Growth orientation. The managers generally look for companies that seem to offer
the potential for sustainable above-average growth of revenue or earnings
relative to each stock's own market.

Analysis of regional themes. The managers look for significant social, economic,
industrial and demographic changes, with an eye toward identifying countries,
industries and companies that may benefit from these changes.

The managers may favor securities from different countries and industries at
different times, while still maintaining variety in terms of the countries and
industries represented.

The fund will normally sell a stock when the managers believe it has reached its
fair value, other investments offer better opportunities or when adjusting its
exposure to a given country or industry.

[ICON]--------------------------------------------------------------------------
OTHER INVESTMENTS

While most of the fund's equities are common stocks, some may be other types of
equities, such as convertible stocks or preferred stocks. The fund may invest up
to 15% of total assets in debt securities of any issuer or credit quality,
including junk bonds (i.e., grade BB and below) or in non-Asian equities.


                          3 | Kemper Asian Growth Fund
<PAGE>

The Main Risks Of Investing In The Fund

There are several factors that could hurt fund performance, cause you to lose
money or make the fund perform less well than other investments.

The most important factor with this fund is how Asian stock markets perform --
something that depends on a large number of factors, including economic,
political and demographic trends. When Asian stock prices fall, you should
expect the value of your investment to fall as well. The fact that the fund
concentrates on a single geographical region could affect fund performance. For
example, Asian companies could be hurt by such factors as regional economic
downturns (some Asian economies are currently in recession), currency
devaluations, the inability of governments or banking systems to bring about
reforms or trade barriers on exports.

Emerging markets, a category that includes most Asian countries, tend to be more
volatile than developed markets, for reasons ranging from political and economic
uncertainties to poor regulation and liquidity to a higher risk that essential
information may be incomplete or wrong.

Because a stock represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks. These may
affect single companies as well as groups of companies. In addition, changing
currency rates could add to the fund's investment losses or reduce its
investment gains.

Other factors that could affect performance include:

o        the managers could be wrong in their analysis of economic trends,
         countries, industries, companies or other matters

o        growth stocks may be out of favor for certain periods

o        at times, market conditions might make it hard to value some
         investments or to get an attractive price for them

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

This fund may make sense for investors interested in diversifying a growth
portfolio with exposure to emerging countries in Asia.


                          4 | Kemper Asian Growth Fund
<PAGE>

Performance

The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.

For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.

- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year            Class A Shares
- ------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1997          -34.60
1998          -19.02
1999           71.97


Best quarter: 40.35%, Q2 '99          Worst quarter: -33.05%, Q2 '98


- --------------------------------------------------------------------------------
Average Annual Total Returns (%) as of 12/31/1999
- --------------------------------------------------------------------------------
                                         Since 12/31/98    Since 10/21/96
                                         1 Year            Life of Class
- ------------------------------------------------------------------------------
Class A                                  62.14%              -2.85%
- ------------------------------------------------------------------------------
Class B                                  68.21               -2.50
- ------------------------------------------------------------------------------
Class C                                  69.16               -2.18
- ------------------------------------------------------------------------------
Index                                    49.83               -0.57*
- ------------------------------------------------------------------------------


Index: The Morgan Stanley Capital International All Country Asia Free Ex-Japan
Index is a capitalized weighted index that is representative of the equity
securities for the following countries: Hong Kong, Indonesia, Korea (at 20%),
Malaysia, Philippines free, Singapore free and Thailand.

*   Index comparison begins 10/31/96.

In the chart, total returns from 1997 through 1999 would have been lower if
operating expenses hadn't been reduced.

The table includes the effects of maximum sales loads. In the table, total
returns from inception through 1999 would have been lower if operating expenses
hadn't been reduced.


                          5 | Kemper Asian Growth Fund
<PAGE>

How Much Investors Pay

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

- --------------------------------------------------------------------------------
Fee Table                                        Class A   Class B   Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- ------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed On Purchases
(as % of offering price)                          5.75%    None      None
- ------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as % of
redemption proceeds)                              None*    4.00%     1.00%
- ------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- ------------------------------------------------------------------------------
Management Fee                                    0.85%    0.85%     0.85%
- ------------------------------------------------------------------------------
Distribution (12b-1) Fee                          None     0.75      0.75
- ------------------------------------------------------------------------------
Other Expenses**                                  3.19     3.35      4.26
- ------------------------------------------------------------------------------
Total Annual Operating Expenses                   4.04     4.95      5.86
- ------------------------------------------------------------------------------
Expense Reimbursement                             1.84     2.17      3.06
- ------------------------------------------------------------------------------
Net Annual Operating Expenses***                  2.20     2.78      2.80
- ------------------------------------------------------------------------------


*        The redemption of shares purchased at net asset value under the Large
         Order NAV Purchase Privilege (see "Policies You Should Know About --
         Policies about transactions") may be subject to a contingent deferred
         sales charge of 1.00% if redeemed within one year of purchase and 0.50%
         if redeemed during the second year following purchase.

**       Includes costs of shareholder servicing, custody, accounting services
         and similar expenses, which may vary with fund size and other factors.
         "Other Expenses" are restated to reflect changes in certain
         administrative and regulatory fees.

***      By contract, total operating expenses are capped at 2.20%, 2.78% and
         2.80% for Class A, Class B and Class C shares, respectively, through
         02/28/2001.

Based on the figures above (including one year of capped expenses in each
period), this example is designed to help you compare the expenses of each share
class to those of other funds. The example assumes operating expenses remain the
same and that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.

- --------------------------------------------------------------------------------
Example                        1 Year      3 Years      5 Years    10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- ------------------------------------------------------------------------------
Class A shares                  $785       $1,576       $2,381      $4,464
- ------------------------------------------------------------------------------
Class B shares                   681        1,594        2,507       4,502
- ------------------------------------------------------------------------------
Class C shares                   383        1,471        2,638       5,469
- ------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- ------------------------------------------------------------------------------
Class A shares                  $785       $1,576       $2,381      $4,464
- ------------------------------------------------------------------------------
Class B shares                   281        1,294        2,307       4,502
- ------------------------------------------------------------------------------
Class C shares                   283        1,471        2,638       5,469
- ------------------------------------------------------------------------------


                          6 | Kemper Asian Growth Fund
<PAGE>

THE INVESTMENT ADVISOR

The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

Scudder Kemper takes a team approach to asset management, bringing together
professionals from many investment disciplines. Supporting each team are Scudder
Kemper's many economists, research analysts, traders and other investment
specialists, located across the United States and around the world.

For serving as the fund's investment advisor, Scudder Kemper receives a
management fee from the fund. For the most recent fiscal year, the actual amount
the fund paid in management fees was 0.00%* of average daily net assets.

*        Reflecting the effect of expense limitations and/or fee waivers then in
         effect.


[ICON]--------------------------------------------------------------------------
FUND MANAGERS

                     The following people handle the fund's day-to-day
                     management:

                     Tien Yu Sieh                 Theresa Gusman
                     Lead Portfolio Manager       o Began investment career
                     o Began investment career      in 1983
                       in 1990                    o Joined the advisor in
                     o Joined the advisor in 1996   1992
                     o Joined the fund team       o Joined the fund team
                       in 1999                      in 1998

                     Elizabeth J. Allan
                     o Began investment career
                       in 1982
                     o Joined the advisor in 1987
                     o Joined the fund team
                       in 1998

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.


                          7 | Kemper Asian Growth Fund
<PAGE>

TICKER SYMBOLS  CLASS: A) KEMAX  B) KEMBX  C) KEMCX

Kemper
Emerging Markets
Growth Fund

FUND GOAL  The fund seeks long-term capital growth.


                    8 | Kemper Emerging Markets Growth Fund

<PAGE>

The Fund's Main Strategy

The fund invests at least 65% of total assets in common stocks and other
equities from emerging market countries, which are located in Latin America,
Asia, Africa, the Middle East and Eastern Europe.

In choosing stocks, the portfolio managers use a combination of three analytical
disciplines:

Bottom-up research. The managers look for individual companies that have
exceptional business prospects (due to factors that may range from market
dominance to innovative products or services).

Growth orientation. The managers generally look for companies that seem to offer
the potential for sustainable above-average growth of revenue or earnings
relative to each stock's own market.

Top-down analysis. The managers look for significant social, economic,
industrial and demographic changes, with an eye toward identifying countries,
industries and companies that may benefit from these changes.

The managers may favor securities from different countries and industries at
different times, while still maintaining variety in terms of the countries and
industries represented.

The fund will normally sell a stock when the managers believe it has reached its
fair value, other investments offer better opportunities or when adjusting its
exposure to a given country or industry.

[ICON]--------------------------------------------------------------------------
OTHER INVESTMENTS

While most of the fund's equities are common stocks, some may be other types of
equities, such as convertible stocks or preferred stocks. The fund may invest up
to 35% of total assets in developed foreign and U.S. equities, and may invest up
to 35% of total assets in emerging market and U.S. debt securities, including
junk bonds (i.e., grade BB and below). Compared to investment-grade bonds, junk
bonds may pay higher yields and have higher volatility and risk of default.


                    9 | Kemper Emerging Markets Growth Fund
<PAGE>

The Main Risks Of Investing In The Fund

There are several factors that could hurt fund performance, cause you to lose
money or make the fund perform less well than other investments.

The most important factor with this fund is how emerging market stocks perform
- -- something that depends on a large number of factors, including economic,
political and demographic trends. When emerging market stock prices fall, you
should expect the value of your investment to fall as well. If the fund
emphasizes a given market, such as Latin America, factors affecting that market
will affect performance. Emerging markets tend to be more volatile than
developed markets, for reasons ranging from political and economic uncertainties
to poor regulation and liquidity to a higher risk that essential information may
be incomplete or wrong.

Because a stock represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks. These may
affect single companies as well as groups of companies. The fact that the fund
is not diversified and may invest in relatively few companies increases fund
risk, because any factors affecting a given company could affect performance. In
addition, changing currency rates could add to the fund's investment losses or
reduce its investment gains.

Other factors that could affect performance include:

o        the managers could be wrong in their analysis of economic trends,
         countries, industries, companies or other matters

o        growth stocks may be out of favor for certain periods

o        at times, market conditions might make it hard to value some
         investments or to get an attractive price for them

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

This fund may make sense for investors interested in adding exposure to
countries located in emerging markets.


                    10 | Kemper Emerging Markets Growth Fund

<PAGE>

Performance

The bar chart shows the total return for the fund's Class A shares, which may
give some idea of risk. The chart doesn't reflect sales loads; if it did,
returns would be lower. The table shows how the fund's returns over different
periods average out.

For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.

- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31                      Class A Shares
- ------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1999       49.26


Best quarter: 30.89%, Q4 '99          Worst quarter: -7.31%, Q3 '99


- --------------------------------------------------------------------------------
Average Annual Total Returns (%) as of 12/31/1999
- --------------------------------------------------------------------------------
                                         Since 12/31/98    Since 1/9/98
                                         1 Year            Life of Class
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A                                  40.60%            9.77%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B                                  45.01             10.70
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C                                  48.01             12.21
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Index                                    66.65             18.81*
- ------------------------------------------------------------------------------

Index: IFCI Emerging Markets Investable Index, a U.S. dollar-denominated index
comprised of stocks of countries classified as either low- or middle-income
economies by the World Bank regardless of their particular stage of development.

*   Index comparison begins 1/31/98.

In the chart, total returns for 1999 would have been lower if operating expenses
hadn't been reduced.

The table includes the effects of maximum sales loads. In the table, total
returns from inception through 1999 would have been lower if operating expenses
hadn't been reduced.

                    11 | Kemper Emerging Markets Growth Fund
<PAGE>


How Much Investors Pay

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

- --------------------------------------------------------------------------------
Fee Table                                        Class A   Class B   Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- --------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed On Purchases
(as % of offering price)                           5.75%     None      None
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as % of
redemption proceeds)                               None*    4.00%     1.00%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Management Fee                                     1.25%    1.25%     1.25%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Distribution (12b-1) Fee                           None     0.75      0.75
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Other Expenses**                                  13.14    13.36     13.63
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Total Annual Operating Expenses                   14.39    15.36     15.63
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expense Reimbursement                             12.11    12.18     12.48
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Net Annual Operating Expenses***                   2.28     3.18      3.15
- ------------------------------------------------------------------------------

*        The redemption of shares purchased at net asset value under the Large
         Order NAV Purchase Privilege (see "Policies You Should Know About --
         Policies about transactions") may be subject to a contingent deferred
         sales charge of 1.00% if redeemed within one year of purchase and 0.50%
         if redeemed during the second year following purchase.

**       Includes costs of shareholder servicing, custody, accounting services
         and similar expenses, which may vary with fund size and other factors.
         "Other Expenses" are restated to reflect changes in certain
         administrative and regulatory fees.

***      By contract, total operating expenses are capped at 2.28%, 3.18% and
         3.15% for Class A, Class B and Class C shares, respectively, through
         2/28/2001.

Based on the figures above (including one year of capped expenses in each
period), this example is designed to help you compare the expenses of each share
class to those of other funds. The example assumes operating expenses remain the
same and that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.

- --------------------------------------------------------------------------------
Example                        1 Year      3 Years      5 Years    10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A                         $793      $3,324       $5,401      $9,111
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B                          721       3,433        5,593       9,156
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C                          418       3,172        5,452       9,340
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A                         $793      $3,324       $5,401      $9,111
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B                          321       3,133        5,393       9,156
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C                          318       3,172        5,452       9,340
- ------------------------------------------------------------------------------


                    12 | Kemper Emerging Markets Growth Fund
<PAGE>

THE INVESTMENT ADVISOR

The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

Scudder Kemper takes a team approach to asset management, bringing together
professionals from many investment disciplines. Supporting each team are Scudder
Kemper's many economists, research analysts, traders and other investment
specialists, located across the United States and around the world.

For serving as the fund's investment advisor, Scudder Kemper receives a
management fee from the fund. For the most recent fiscal year, the actual amount
the fund paid in management fees was 0.00%* of average daily net assets.

*        Reflecting the effect of expense limitations and/or fee waivers then in
         effect.

[ICON]--------------------------------------------------------------------------
FUND MANAGERS
                     The following people handle the fund's day-to-day
                     management:

                     Joyce E. Cornell             Theresa Gusman
                     Lead Portfolio Manager       o Began investment career
                     o Began investment career      in 1983
                       in 1987                    o Joined the advisor in
                     o Joined the advisor in 1991   1992
                     o Joined the fund team       o Joined the fund team
                       in 1998                      in 1998

                     Andre J. DeSimone            Tara C. Kenney
                     o Began investment career    o Began investment career
                       in 1981                      in 1984
                     o Joined the advisor in 1997 o Joined the advisor in
                     o Joined the fund team         1995
                       in 1998                    o Joined the fund team
                                                    in 1998


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.



                    13 | Kemper Emerging Markets Growth Fund
<PAGE>

TICKER SYMBOLS  CLASS: A) KGLAX  B) KGLBX  C) KGLCX

Kemper
Global Blue Chip Fund

FUND GOAL  The fund seeks long-term capital growth.


                       14 | Kemper Global Blue Chip Fund

<PAGE>

The Fund's Main Strategy

The fund invests at least 65% of total assets in common stocks and other
equities of "blue chip" companies throughout the world. These are large, well
known companies that typically have an established earnings and dividends
history, easy access to credit, solid positions in their industries and strong
management. Although the fund may invest in any country, it primarily focuses on
countries with developed economies (including the U.S.).

In choosing stocks, the portfolio managers look for those blue-chip companies
that appear likely to benefit from global economic trends or have promising new
technologies or products.

The managers may favor securities from different countries and industries at
different times, while still maintaining variety in terms of the countries and
industries represented.

The fund will normally sell a stock when the managers believe it has reached its
fair value, when its fundamental factors have changed or when adjusting its
exposure to a given country or industry.

[ICON]--------------------------------------------------------------------------
OTHER INVESTMENTS

While most of the fund's equities are common stocks, some may be other types of
equities, such as convertible stocks or preferred stocks. While the fund invests
mainly in developed countries, it may invest up to 15% of total assets in
emerging market debt or equity securities of emerging markets (of which, 5% of
net assets may be junk bonds, i.e., grade BB and below).

                       15 | Kemper Global Blue Chip Fund
<PAGE>


The Main Risks Of Investing In The Fund

There are several factors that could hurt fund performance, cause you to lose
money or make the fund perform less well than other investments.

The most important factor with this fund is how U.S. and foreign stock markets
perform -- something that depends on a large number of factors, including
economic, political and demographic trends. When U.S. and foreign stock prices
fall, especially prices of large company stocks, you should expect the value of
your investment to fall as well. Foreign stocks tend to be more volatile than
their U.S. counterparts, for reasons ranging from political and economic
uncertainties to a higher risk that essential information may be incomplete or
wrong.

Large company stocks at times may not perform as well as stocks of smaller or
mid-size companies. Because a stock represents ownership in its issuer, stock
prices can be hurt by poor management, shrinking product demand and other
business risks. These may affect single companies as well as groups of
companies. In addition, changing currency rates could add to the fund's
investment losses or reduce its investment gains.

Other factors that could affect performance include:

o        the managers could be wrong in their analysis of economic trends,
         countries, industries, companies or other matters

o        at times, market conditions might make it hard to value some
         investments or to get an attractive price for them

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

If you are interested in large-cap stocks and want to look beyond U.S. markets,
this fund could be suitable for you.


                       16 | Kemper Global Blue Chip Fund
<PAGE>


Performance

The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.

For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.

- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year            Class A Shares
- ------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1998              13.79
1999              28.23

Best quarter: 18.78%, Q4 '99          Worst quarter: -8.00%, Q3 '98


- --------------------------------------------------------------------------------
Average Annual Total Returns (%) as of 12/31/1999
- --------------------------------------------------------------------------------
                                         Since 12/31/98    Since 12/31/97
                                         1 Year            Life of Class
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A                                  20.85%            17.25%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B                                  24.02             18.34
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C                                  27.07             19.73
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Index                                    25.34             25.07
- ------------------------------------------------------------------------------


Index: The MSCI (Morgan Stanley Capital International) World Index measures
performance of a range of developed country general stock markets, including the
United States, Canada, Europe, Australia, New Zealand and the Far East.

In the chart, total returns from 1998 through 1999 would have been lower if
operating expenses hadn't been reduced.

The table includes the effects of maximum sales loads. In the table, total
returns from inception through 1999 would have been lower if operating expenses
hadn't been reduced.


                       17 | Kemper Global Blue Chip Fund
<PAGE>


How Much Investors Pay

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

- --------------------------------------------------------------------------------
Fee Table                                        Class A   Class B   Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed On Purchases
(as % of offering price)                          5.75%    None      None
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as % of
redemption proceeds)                              None*    4.00%     1.00%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Management Fee                                    1.00%    1.00%     1.00%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Distribution (12b-1) Fee                          None     0.75      0.75
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Other Expenses**                                  3.44     3.84      4.14
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Total Annual Operating Expenses                   4.44     5.59      5.89
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expense Reimbursement                             2.64     2.91      3.24
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Net Annual Operating Expenses***                  1.80     2.68      2.65
- ------------------------------------------------------------------------------

* The redemption of shares purchased at net asset value under the Large Order
NAV Purchase Privilege (see "Policies You Should Know About -- Policies about
transactions") may be subject to a contingent deferred sales charge of 1.00% if
redeemed within one year of purchase and 0.50% if redeemed during the second
year following purchase.

** Includes costs of shareholder servicing, custody, accounting services and
similar expenses, which may vary with fund size and other factors. "Other
Expenses" are restated to reflect changes in certain administrative and
regulatory fees.

*** By contract, total operating expenses are capped at 1.80%, 2.68% and 2.65%
for Class A, Class B and Class C shares, respectively, through 2/28/2001.

Based on the figures above (including one year of capped expenses in each
period), this example is designed to help you compare the expenses of each share
class to those of other funds. The example assumes operating expenses remain the
same and that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.

- --------------------------------------------------------------------------------
Example                        1 Year      3 Years      5 Years    10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                  $747       $1,616       $2,495      $4,735
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                   671        1,708        2,732       4,874
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                   368        1,464        2,638       5,483
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                  $747       $1,616       $2,495      $4,735
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                   271        1,408        2,532       4,874
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                   268        1,464        2,638       5,483
- ------------------------------------------------------------------------------


                       18 | Kemper Global Blue Chip Fund
<PAGE>

THE INVESTMENT ADVISOR

The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

Scudder Kemper takes a team approach to asset management, bringing together
professionals from many investment disciplines. Supporting each team are Scudder
Kemper's many economists, research analysts, traders and other investment
specialists, located across the United States and around the world.

For serving as the fund's investment advisor, Scudder Kemper receives a
management fee from the fund. For the most recent fiscal year, the actual amount
the fund paid in management fees was 0.00%* of average daily net assets.

*        Reflecting the effect of expense limitations and/or fee waivers then in
         effect.

[ICON]--------------------------------------------------------------------------
FUND MANAGERS

The following people handle the fund's day-to-day
management:

Diego Espinosa               William E. Holzer
Lead Portfolio Manager       o Began investment career
o Began investment career      in 1970
  in 1991                    o Joined the advisor in
o Joined the advisor in 1996   1980
o Joined the fund team in    o Joined the fund team in
  1998                         1998

Nicholas Bratt
o Began investment career
  in 1974
o Joined the advisor in 1976
o Joined the fund team in
  1998


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.



                       19 | Kemper Global Blue Chip Fund
<PAGE>

TICKER SYMBOLS  CLASS: A) KGDAX  B) KGDBX  C) KGDCX

Kemper
Global Discovery Fund*

FUND GOAL  The fund seeks above-average long-term capital appreciation.

*        Kemper Global Discovery Fund is properly known as Global Discovery
         Fund.


                       20 | Kemper Global Discovery Fund
<PAGE>

The Fund's Main Strategy

The fund invests at least 65% of total assets in common stocks and other
equities of small companies throughout the world (companies with market values
similar to the smallest 20% of the Salomon Brothers Broad Market Index). The
fund generally focuses on countries with developed economies (including the
U.S.). As of December 31, 1999, companies in which the fund invests typically
have a market capitalization of between $75 million and $5.7 billion.

In choosing stocks, the portfolio managers use a combination of three analytical
disciplines:

Bottom-up research. The managers look for companies that appear to have
effective management, strong competitive positioning, vigorous research and
development efforts and sound balance sheets.

Growth orientation. The managers generally look for companies that have
above-average potential for sustainable growth of revenue or earnings compared
to large companies, and whose market value appears reasonable in light of their
business prospects.

Analysis of regional themes. The managers look for significant social, economic,
industrial and demographic changes, seeking to identify stocks that may benefit
from them.

The managers may favor different securities at different times, while still
maintaining variety in terms of the countries and industries represented.

The fund will normally sell a stock when the managers believe its price is
unlikely to go much higher, its fundamentals have deteriorated, other
investments offer better opportunities or in the course of adjusting its
emphasis on a given country.

[ICON]--------------------------------------------------------------------------
OTHER INVESTMENTS

While most of the fund's equities are common stocks, some may be other types of
equities, such as convertible stocks or preferred stocks. The fund may invest up
to 35% of total assets in common stocks and other equities of large companies or
in debt securities (of which, 5% of net assets may be junk bonds, i.e. grade BB
and below).


                       21 | Kemper Global Discovery Fund
<PAGE>


The Main Risks Of Investing In The Fund

There are several factors that could hurt the fund's performance, cause you to
lose money or make the fund perform less well than other investments.

The most important factor with this fund is how U.S. and foreign stock markets
perform -- something that depends on a large number of factors, including
economic, political and demographic trends. When U.S. and foreign stock prices
fall, you should expect the value of your investment to fall as well. Foreign
stocks tend to be more volatile than their U.S. counterparts, for reasons
ranging from political and economic uncertainties to a higher risk that
essential information may be incomplete or wrong. These risks tend to be greater
in emerging markets.

Compared to large company stocks, small and mid-size stocks tend to be more
volatile, in part because these companies tend to be less established and the
valuation of their stocks often depends on future expectations. Because a stock
represents ownership in its issuer, stock prices can be hurt by poor management,
shrinking product demand and other business risks. These may affect single
companies as well as groups of companies. In addition, changing currency rates
could add to the fund's investment losses or reduce its investment gains.

Other factors that could affect performance include:

o        the managers could be wrong in their analysis of economic trends,
         countries, industries, companies or other matters

o        growth stocks may be out of favor for certain periods

o        at times, it could be hard to value some investments or to get an
         attractive price for them

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

This fund may interest long-term investors who want to diversify a large-cap or
domestic portfolio of investments.


                       22 | Kemper Global Discovery Fund
<PAGE>

Performance

The bar chart shows the total return for the fund's Class A shares, which may
give some idea of risk. The chart doesn't reflect sales loads; if it did,
returns would be lower. The table shows how the fund's returns over different
periods average out.

For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.

- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31                      Class A Shares
- ------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1999              64.15

Best quarter: 41.23%, Q4 '99          Worst quarter: -5.43%, Q3 '99


- --------------------------------------------------------------------------------
Average Annual Total Returns (%) as of 12/31/1999
- --------------------------------------------------------------------------------
                                           Since 12/31/98   Since 4/16/98
                                           1 Year           Life of Class
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A                                    54.68%            23.94%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B                                    59.70             28.00
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C                                    62.83             29.53
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Index                                      22.36              8.10*
- ------------------------------------------------------------------------------

Index: Salomon Brothers World Equity Extended Market Index, an unmanaged small
capitalization stock universe of 22 countries.

*   Index comparison begins 4/30/98.

In the chart, total returns for 1999 would have been lower if operating expenses
hadn't been reduced.

The table includes the effects of maximum sales loads. In the table, total
returns from inception through 1999 would have been lower if operating expenses
hadn't been reduced.


                       23 | Kemper Global Discovery Fund
<PAGE>


How Much Investors Pay

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

- --------------------------------------------------------------------------------
Fee Table                                        Class A   Class B   Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed On Purchases
(as % of offering price)                          5.75%    None      None
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as % of
redemption proceeds)                              None*    4.00%     1.00%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Management Fee                                    1.10%    1.10%     1.10%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Distribution (12b-1) Fee                          None     0.75      0.75
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Other Expenses**                                  1.20     1.63      1.19
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Total Annual Operating Expenses                   2.30     3.48      3.04
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expense Reimbursement                             0.29     0.65      0.24
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Net Annual Operating Expenses***                  2.01     2.83      2.80
- ------------------------------------------------------------------------------

*        The redemption of shares purchased at net asset value under the Large
         Order NAV Purchase Privilege (see "Policies You Should Know About --
         Policies about transactions") may be subject to a contingent deferred
         sales charge of 1.00% if redeemed within one year of purchase and 0.50%
         if redeemed during the second year following purchase.

**       Includes costs of shareholder servicing, custody, accounting services
         and similar expenses, which may vary with fund size and other factors.
         "Other Expenses" are restated to reflect changes in certain
         administrative and regulatory fees.

***      By contract, total operating expenses are capped at 2.01%, 2.83% and
         2.80% for Class A, Class B and Class C shares, respectively, through
         2/28/2001.

Based on the figures above (including one year of capped expenses in each
period), this example is designed to help you compare the expenses of each share
class to those of other funds. The example assumes operating expenses remain the
same and that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.

- --------------------------------------------------------------------------------
Example                          1 Year      3 Years     5 Years    10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                     $767      $1,226      $1,710       $3,038
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                      686       1,308       1,952        3,202
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                      383         917       1,575        3,338
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                     $767      $1,226      $1,710       $3,038
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                      286       1,008       1,752        3,202
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                      283         917       1,575        3,338
- ------------------------------------------------------------------------------


                       24 | Kemper Global Discovery Fund
<PAGE>

THE INVESTMENT ADVISOR

The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

Scudder Kemper takes a team approach to asset management, bringing together
professionals from many investment disciplines. Supporting each team are Scudder
Kemper's many economists, research analysts, traders and other investment
specialists, located across the United States and around the world.

For serving as the fund's investment advisor, Scudder Kemper receives a
management fee from the fund. For the most recent fiscal year, the actual amount
the fund paid in management fees was 0.88% of average daily net assets.

[ICON]--------------------------------------------------------------------------
FUND MANAGERS

                     The following people handle the fund's day-to-day
                     management:

                     Gerald J. Moran              Steven T. Stokes
                     Lead Portfolio Manager       o Began investment career
                     o Began investment career      in 1986
                       in 1968                    o Joined the advisor in
                     o Joined the advisor in 1968   1996
                     o Joined the fund team       o Joined the fund team
                       in 1991                      in 1999

                     Sewall Hodges
                     o Began investment career
                       in 1978
                     o Joined the advisor in 1995
                     o Joined the fund team
                       in 1996


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.

                        25 | Kemper Global Discovery Fund
<PAGE>

TICKER SYMBOLS  CLASS: A) KGIAX  B) KGIBX  C) KGICX

Kemper
Global Income Fund

FUND GOAL  The fund seeks to provide high current income consistent with
prudent total return asset management.


                         26 | Kemper Global Income Fund

<PAGE>


The Fund's Main Strategy

The fund invests at least 65% of total assets in foreign and U.S.
investment-grade bonds and other income-producing securities. While the fund may
invest in securities issued by any issuer and in any currency, it generally
focuses on issuers in developed markets, such as Australia, Canada, Japan, New
Zealand, the U.S. and Western Europe, and on securities of other countries that
are denominated in the currencies of these countries or the euro.

In making their buy and sell decisions, the portfolio managers typically
consider a number of factors, including economic outlooks, interest rate
movements, inflation trends, security characteristics and changes in supply and
demand within global bond markets. In choosing individual bonds, the managers
use independent analysis to look for bonds that have attractive yields and good
credit. The managers may favor securities from different countries and issuers
at different times, while still maintaining variety in terms of countries and
issuers represented.

Although the managers may adjust the fund's duration (a measure of sensitivity
to interest rate movements), they generally intend to keep it between 4.0 and
6.0 years.

[ICON]--------------------------------------------------------------------------
OTHER INVESTMENTS

This fund normally invests at least 65% of total assets in investment-grade
bonds, which are those in the top four credit grades (i.e., as low as BBB/Baa).

The fund may invest up to 35% of net assets in foreign or domestic debt
securities of any credit quality, including junk bonds (i.e., grade BB and
below). Compared to investment-grade bonds, junk bonds may pay higher yields and
have higher volatility and risk of default.


                         27 | Kemper Global Income Fund
<PAGE>

The Main Risks Of Investing In The Fund

There are several factors that could hurt fund performance, cause you to lose
money or make the fund perform less well than other investments.

For this fund, the main factor is global interest rates. A rise in interest
rates generally means a fall in bond prices -- and, in turn, a fall in the value
of your investment. (As a general rule, a 1% rise in interest rates means a 1%
fall in value for every year of duration.)

Foreign markets tend to be more volatile than U.S. markets, for reasons ranging
from political and economic uncertainties to poor regulation to a higher risk
that essential information may be incomplete or wrong.

Another major factor is currency exchange rates. When the dollar value of a
foreign currency falls, so does the value of any investments the fund owns that
are denominated in that currency. This is separate from market risk, and may add
to market losses or reduce market gains.

The fact that the fund is not diversified and may invest in securities of
relatively few issuers increases its risk, because any factors affecting a given
company could affect performance. Similarly, if the fund emphasizes a given
market, such as Canada, or a given industry, factors affecting that market or
industry will affect performance.

Other factors that could affect performance include:

o        the managers could be wrong in their analysis of economic trends,
         countries, issuers, industries or other matters

o        a bond could fall in credit quality or go into default; this risk is
         greater for junk bonds

o        some types of bonds could be paid off earlier than expected, which
         would hurt the fund's performance

o        at times, market conditions might make it hard to value some
         investments or to get an attractive price for them

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

This fund may make sense for investors seeking a less aggressive approach to
international income investing.


                         28 | Kemper Global Income Fund
<PAGE>

Performance

The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.

For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.

- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year            Class A Shares
- ------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1990       22.66
1991       11.13
1992       -1.90
1993       10.23
1994       -1.47
1995       19.89
1996        5.87
1997        1.80
1998       10.48
1999       -6.38


Best quarter: 11.23%, Q1 '95          Worst quarter: -4.32%, Q1 '92


- --------------------------------------------------------------------------------
Average Annual Total Returns (%) as of 12/31/1999
- --------------------------------------------------------------------------------
                        Since        Since       Since 5/31/94    Since
                        12/31/98     12/31/94    Life of Class    12/31/89
                        1 Year       5 Years     B/C              10 Years
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A                 -10.58%      5.01%         --             6.36%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B                  -9.66       5.07        4.88%              --
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C                  -7.06       5.30        5.08               --
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Index                    -4.27       6.42        6.30             8.03
- ------------------------------------------------------------------------------


Index: Salomon Brothers World Government Bond Index, an unmanaged index on a
U.S. dollar total return basis, with all dividends reinvested, and includes
government bonds from 14 countries. The minimum maturity is one year.

The table includes the effects of maximum sales loads.


                         29 | Kemper Global Income Fund
<PAGE>

How Much Investors Pay

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.


- --------------------------------------------------------------------------------
Fee Table                                        Class A   Class B   Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed On Purchases
(as % of offering price)                          4.50%    None      None
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as % of
redemption proceeds)                              None*    4.00%     1.00%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Management Fee                                    0.75%    0.75%     0.75%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Distribution (12b-1) Fee                          None     0.75      0.75
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Other Expenses**                                  0.96     0.89      0.86
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Total Annual Operating Expenses                   1.71     2.39      2.36
- ------------------------------------------------------------------------------


*        The redemption of shares purchased at net asset value under the Large
         Order NAV Purchase Privilege (see "Policies You Should Know About --
         Policies about transactions") may be subject to a contingent deferred
         sales charge of 1.00% if redeemed within one year of purchase and 0.50%
         if redeemed during the second year following purchase.

**       Includes costs of shareholder servicing, custody, accounting services
         and similar expenses, which may vary with fund size and other factors.
         "Other Expenses" are restated to reflect changes in certain
         administrative and regulatory fees.

Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.

- --------------------------------------------------------------------------------
Example                             1 Year    3 Years     5 Years   10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                       $616       $965      $1,336      $2,379
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                        642      1,045       1,475       2,403
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                        339        736       1,260       2,696
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                       $616       $965      $1,336      $2,379
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                        242        745       1,275       2,403
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                        239        736       1,260       2,696
- ------------------------------------------------------------------------------


                         30 | Kemper Global Income Fund
<PAGE>

THE INVESTMENT ADVISOR

The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

Scudder Kemper takes a team approach to asset management, bringing together
professionals from many investment disciplines. Supporting each team are Scudder
Kemper's many economists, research analysts, traders and other investment
specialists, located across the United States and around the world.

For serving as the fund's investment advisor, Scudder Kemper receives a
management fee from the fund. For the most recent fiscal year, the actual amount
the fund paid in management fees was 0.75% of average daily net assets.

Scudder Investments (U.K.) Limited, 1 South Place, London, U.K., an affiliate of
Scudder Kemper Investments, Inc., is the sub-advisor for Kemper Global Income
Fund. Scudder Investments (U.K.) Limited has served as sub-advisor for mutual
funds since December, 1996 and investment advisor for certain institutional
accounts since August, 1998.

Scudder Investments (U.K.) Limited renders investment advisory and management
services with regard to the portion of the fund's portfolio as allocated to
Scudder Investments (U.K.) Limited by Scudder Kemper Investments, Inc. from
time-to-time for management, including services related to foreign securities,
foreign currency transactions and related investments.

[ICON]--------------------------------------------------------------------------
FUND MANAGERS

               The following people handle the fund's day-to-day management:

               Jan C. Faller                   Jeremy L. Ragus
               Co-Lead Portfolio Manager       o Began investment career
               o Began investment career         in 1977
                 in 1988                       o Joined the advisor
               o Joined the advisor in 1999      in 1990
               o Joined the fund team in 1999  o Joined the fund team
                                                 in 1999
               Robert Stirling
               Co-Lead Portfolio Manager
               o Began investment career
                 in 1984
               o Joined the sub-advisor
                 in 1995
               o Joined the fund team in 1999


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

The fund is managed by a team of investment professionals who
work together to develop the fund's investment strategies.




                         31 | Kemper Global Income Fund
<PAGE>

TICKER SYMBOLS  CLASS: A) KITAX  B) KINBX  C) KITCX

Kemper
International Fund

FUND GOAL  The fund seeks total return through a combination of capital
growth and income.


                         32 | Kemper International Fund

<PAGE>


The Fund's Main Strategy

The fund invests at least 80% of total assets in foreign securities (securities
issued by foreign-based issuers). The fund invests at least 65% of total assets
in common stocks of established foreign companies with the potential for capital
growth, income or both. The fund may invest more than 25% of total assets in any
given developed country that the manager believes poses no unique investment
risk.

In choosing stocks, the portfolio managers use a combination of three analytical
disciplines:

Bottom-up research. The managers look for individual companies that have sound
financial strength, good business prospects and strong competitive positioning
and above-average earnings growth, among other factors.

Top-down analysis. The managers consider the economic outlooks for various
countries and geographical areas, favoring those they believe have sound
economic conditions and open markets.

Analysis of global themes. The managers look for significant changes in the
business environment, with an eye toward identifying industries that may benefit
from these changes.

The managers may favor securities from different countries and industries at
different times, while still maintaining variety in terms of the countries and
industries represented.

The fund will normally sell a stock when the managers believe it has reached its
fair value, its underlying investment theme has matured or the reasons for
originally investing no longer apply.

[ICON]--------------------------------------------------------------------------
OTHER INVESTMENTS

While most of the fund's equities are common stocks, some may be other types of
equities, such as convertible stocks or preferred stocks. The fund may invest up
to 35% of net assets in foreign or domestic debt securities of any credit
quality, including junk bonds (i.e., grade BB and below). Compared to
investment-grade bonds, junk bonds may pay higher yields and have higher
volatility and risk of default.

                         33 | Kemper International Fund
<PAGE>

The Main Risks Of Investing In The Fund

There are several factors that could hurt fund performance, cause you to lose
money or make the fund perform less well than other investments.

The most important factor with this fund is how foreign stock markets perform --
something that depends on a large number of factors, including economic,
political and demographic trends. When foreign stock prices fall, you should
expect the value of your investment to fall as well.

Foreign stocks may at times be more volatile than their U.S. counterparts, for
reasons ranging from political and economic uncertainties to a higher risk that
essential information may be incomplete or wrong.

Because a stock represents ownership in its issuer, stock prices can be hurt by
poor management, shrinking product demand and other business risks. These may
affect single companies as well as groups of companies. In addition, changing
currency rates could add to the fund's investment losses or reduce its
investment gains.

Other factors that could affect performance include:

o        the managers could be wrong in their analysis of economic trends,
         countries, industries, companies or other matters

o        bond investments could be hurt by rising interest rates or declines in
         credit quality

o        at times, market conditions might make it hard to value some
         investments or to get an attractive price for them

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

Investors who are looking for a broadly diversified international fund may want
to consider this fund.


                         34 | Kemper International Fund
<PAGE>


Performance

The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.

For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.

- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year            Class A Shares
- ------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1990       -7.50
1991        9.13
1992       -4.79
1993       35.65
1994       -4.00
1995       12.96
1996       17.05
1997        9.00
1998        7.88
1999       41.30


Best quarter: 29.96%, Q4 '99          Worst quarter: -17.89%, Q3 '98


- --------------------------------------------------------------------------------
Average Annual Total Returns (%) as 12/31/1999
- --------------------------------------------------------------------------------
                               Since          Since 5/31/94    Since
               Since 12/31/98  12/31/94       Life of Class    12/31/89
               1 Year          5 Years        B/C              10 Years
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A        33.20%          15.68%            --            9.99%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B        37.34           15.90          13.62%             --
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C        40.42           16.03          13.73              --
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Index          27.30           13.15          11.81            7.33
- ------------------------------------------------------------------------------

Index: MSCI EAFE Index (Morgan Stanley Capital International Europe,
Austral-Asia, Far East Index), a generally accepted benchmark for performance of
major overseas markets.

The table includes the effects of maximum sales loads. In the table and the
chart, total returns for 1990 would have been lower if operating expenses hadn't
been reduced.


                         35 | Kemper International Fund
<PAGE>

How Much Investors Pay

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

- --------------------------------------------------------------------------------
Fee Table                                        Class A   Class B   Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed On Purchases
(as % of offering price)                          5.75%    None      None
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as % of
redemption proceeds)                              None*    4.00%     1.00%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Management Fee                                    0.74%    0.74%     0.74%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Distribution (12b-1) Fee                          None     0.75      0.75
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Other Expenses**                                  0.88     0.97      0.86
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Total Annual Operating Expenses                   1.62     2.46      2.35
- ------------------------------------------------------------------------------

*   The redemption of shares purchased at net asset value under the Large Order
    NAV Purchase Privilege (see "Policies You Should Know About -- Policies
    about transactions") may be subject to a contingent deferred sales charge of
    1.00% if redeemed within one year of purchase and 0.50% if redeemed during
    the second year following purchase.

**  Includes costs of shareholder servicing, custody, accounting services and
    similar expenses, which may vary with fund size and other factors. "Other
    Expenses" are restated to reflect changes in certain administrative and
    regulatory fees.

Based on the figures above, this example is designed to help you compare the
expenses of each share class to those of other funds. The example assumes
operating expenses remain the same and that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.

- --------------------------------------------------------------------------------
Example                        1 Year      3 Years      5 Years    10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                   $730      $1,057       $1,406       $2,386
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                    649       1,067        1,511        2,399
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                    338         733        1,255        2,686
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                   $730      $1,057       $1,406       $2,386
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                    249         767        1,311        2,399
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                    238         733        1,255        2,686
- ------------------------------------------------------------------------------


                         36 | Kemper International Fund
<PAGE>

THE INVESTMENT ADVISOR

The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

Scudder Kemper takes a team approach to asset management, bringing together
professionals from many investment disciplines. Supporting each team are Scudder
Kemper's many economists, research analysts, traders and other investment
specialists, located across the United States and around the world.

For serving as the fund's investment advisor, Scudder Kemper receives a
management fee from the fund. For the most recent fiscal year, the actual amount
the fund paid in management fees was 0.74% of average daily net assets.

Scudder Investments (U.K.) Limited, 1 South Place, London, U.K., an affiliate of
Scudder Kemper Investments, Inc., is the sub-advisor for Kemper International
Fund. Scudder Investments (U.K.) Limited has served as sub-advisor for mutual
funds since December, 1996 and investment advisor for certain institutional
accounts since August, 1998.

Scudder Investments (U.K.) Limited renders investment advisory and management
services with regard to the portion of the fund's portfolio as allocated to
Scudder Investments (U.K.) Limited by Scudder Kemper Investments, Inc. from
time-to-time for management, including services related to foreign securities,
foreign currency transactions and related investments.

[ICON]--------------------------------------------------------------------------
FUND MANAGERS

                     The following people handle the fund's day-to-day
                     management:

                     Irene Cheng                  Marc Slendebroek
                     Lead Portfolio Manager       o Began investment career
                     o Began investment career      in 1990
                       in 1985                    o Joined the sub-advisor
                     o Joined the advisor in 1993   in 1994
                     o Joined the fund team       o Joined the fund team
                       in 1999                      in 1998

                     Nicholas Bratt               Carol L. Franklin
                     o Began investment career    o Began investment career
                       in 1974                      in 1975
                     o Joined the advisor in 1976 o Joined the advisor
                     o Joined the fund team         in 1981
                       in 2000                    o Joined the fund team
                                                    in 2000


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.




                         37 | Kemper International Fund
<PAGE>

TICKER SYMBOLS  CLASS: A) KLAAX  B) KLABX  C) KLACX

Kemper
Latin America Fund

FUND GOAL  The fund seeks long-term capital appreciation.


                         38 | Kemper Latin America Fund

<PAGE>


The Fund's Main Strategy

The fund invests at least 65% of total assets in Latin American common stocks
and other equities that are issued by companies organized under the laws of a
Latin American country or traded on Latin American markets and do more than half
of their business in Latin America. The fund generally focuses on Argentina,
Brazil, Chile, Colombia, Mexico and Peru.

In choosing stocks, the portfolio managers use a combination of three analytical
disciplines:

Bottom-up research. The managers look for individual companies with competitive
business positions, good technologies, and sound balance sheets, among other
factors. The managers also consider the quality of management, the impact of
government regulations and trade initiatives and the cost of labor and raw
materials.

Growth orientation. The managers generally look for companies that seem to offer
the potential for sustainable above-average growth of revenue or earnings
relative to each stock's own market.

Analysis of regional themes. The managers look for significant social, economic,
industrial and demographic changes, with an eye toward identifying countries,
industries and companies that may benefit from these changes.

The managers may favor securities from different countries and industries at
different times, while still maintaining variety in terms of the countries and
industries represented.

The fund will normally sell a stock when the managers believe it has reached its
fair value, other investments offer better opportunities or when adjusting its
exposure to a given country or industry.

[ICON]--------------------------------------------------------------------------
OTHER INVESTMENTS

While most of the fund's equities are common stocks, some may be other types of
equities, such as convertible stocks or preferred stocks. The fund may invest up
to 35% of total assets in non-Latin American (including U.S.) debt and equity
securities, including junk bonds (i.e., grade BB and below). Compared to
investment-grade bonds, junk bonds may pay higher yields and have higher
volatility and risk of default.


                         39 | Kemper Latin America Fund
<PAGE>


The Main Risks Of Investing In The Fund

There are several factors that could hurt fund performance, cause you to lose
money or make the fund perform less well than other investments.

The most important factor with this fund is how Latin American stock markets
perform -- something that depends on a large number of factors, including
economic, political and demographic trends. When Latin American stock prices
fall, you should expect the value of your investment to fall as well. The fact
that the fund concentrates on a single geographical region could affect fund
performance. For example, Latin American companies could be hurt by such factors
as regional economic downturns, currency devaluations, runaway inflation, shifts
in government policy or fluctuations in commodity prices. Similarly, the fact
that the fund is not diversified and may invest in relatively few companies
increases its risk, because any factors affecting a given company could affect
performance.

Emerging markets, including Latin American countries, tend to be more volatile
than developed markets, for reasons ranging from political and economic
uncertainties to poor regulation and liquidity to a higher risk that essential
information may be incomplete or wrong. Stock prices can be hurt by poor
management, shrinking product demand and other business risks. These may affect
single companies as well as groups of companies. In addition, changing currency
rates could add to the fund's investment losses or reduce its investment gains.

Other factors that could affect performance include:

o        the managers could be wrong in their analysis of economic trends,
         countries, industries, companies or other matters

o        bond investments could be hurt by rising interest rates or declines in
         credit quality

o        at times, market conditions might make it hard to value some
         investments or to get an attractive price for them

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

This fund may interest investors who believe in the long-term growth potential
of Latin American stocks and can accept above-average risks.


                         40 | Kemper Latin America Fund
<PAGE>


Performance

The bar chart shows how the total returns for the fund's Class A shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.

For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.


- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year            Class A Shares
- ------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1998      -24.32
1999       50.98


Best quarter: 34.56%, Q4 '99          Worst quarter: -19.35%, Q3 '98


- --------------------------------------------------------------------------------
Average Annual Total Returns (%) as of 12/31/1999
- --------------------------------------------------------------------------------
                                         Since 12/31/98    Since 12/31/97
                                         1 Year            Life of Class
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A                                  42.39%            3.77%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B                                  46.65             4.55
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C                                  49.86             5.97
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Index                                    61.85             2.13
- ------------------------------------------------------------------------------


Index: IFC Latin America Investable Return Index, a U.S. dollar-denominated
index comprised of Latin America's stock markets without reference to the
stock's availability to overseas investors.

In the chart, total returns from 1998 through 1999 would have been lower if
operating expenses hadn't been reduced.

The table includes the effects of maximum sales loads. In the table, total
returns from inception through 1999 would have been lower if operating expenses
hadn't been reduced.


                         41 | Kemper Latin America Fund
<PAGE>

How Much Investors Pay

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

- --------------------------------------------------------------------------------
Fee Table                                        Class A   Class B   Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed On Purchases
(as % of offering price)                          5.75%     None      None
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load) (as % of
redemption proceeds)                               None*   4.00%     1.00%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Management Fee                                    1.25%    1.25%     1.25%
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Distribution (12b-1) Fee                           None     0.75      0.75
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Other Expenses**                                  17.92    17.85     18.69
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Total Annual Operating Expenses                   19.17    19.85     20.69
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expense Reimbursement                             16.98    16.78     17.65
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Net Annual Operating Expenses***                   2.19     3.07      3.04
- ------------------------------------------------------------------------------

*        The redemption of shares purchased at net asset value under the Large
         Order NAV Purchase Privilege (see "Policies You Should Know About --
         Policies about transactions") may be subject to a contingent deferred
         sales charge of 1.00% if redeemed within one year of purchase and 0.50%
         if redeemed during the second year following purchase.

**       Includes costs of shareholder servicing, custody, accounting services
         and similar expenses, which may vary with fund size and other factors.
         "Other Expenses" are restated to reflect changes in certain
         administrative and regulatory fees.

***      By contract, total operating expenses are capped at 2.19%, 3.07% and
         3.04% for Class A, Class B and Class C shares, respectively, through
         2/28/2001.

Based on the figures above (including one year of capped expenses in each
period), this example is designed to help you compare the expenses of each share
class to those of other funds. The example assumes operating expenses remain the
same and that you invested $10,000, earned 5% annual returns and reinvested all
dividends and distributions. This is only an example; actual expenses will be
different.

- --------------------------------------------------------------------------------
Example                        1 Year      3 Years      5 Years    10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                  $784       $3,992       $6,355      $9,886
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                   710        4,078        6,493       9,900
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                   407        3,890        6,437      10,031
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class A shares                  $784       $3,992       $6,355      $9,886
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class B shares                   310        3,778        6,293       9,900
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Class C shares                   307        3,890        6,437      10,031
- ------------------------------------------------------------------------------


                         42 | Kemper Latin America Fund
<PAGE>

THE INVESTMENT ADVISOR

The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

Scudder Kemper takes a team approach to asset management, bringing together
professionals from many investment disciplines. Supporting each team are Scudder
Kemper's many economists, research analysts, traders and other investment
specialists, located across the United States and around the world.

For serving as the fund's investment advisor, Scudder Kemper receives a
management fee from the fund. For the most recent fiscal year, the actual amount
the fund paid in management fees was 0.00%* of average daily net assets.

*        Reflecting the effect of expense limitations and/or fee waivers then in
         effect.

[ICON]--------------------------------------------------------------------------
FUND MANAGERS
                     The following people handle the fund's day-to-day
                     management:

                     Tara C. Kenney               Paul H. Rogers
                     Lead Portfolio Manager       o Began investment career
                     o Began investment career      in 1985
                       in 1984                    o Joined the advisor in
                     o Joined the advisor in 1995   1994
                     o Joined the fund team       o Joined the fund team
                       in 1997                      in 1997

                     Edmund B. Games, Jr.
                     o Began investment career
                       in 1960
                     o Joined the advisor in 1960
                     o Joined the fund team
                       in 1997


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.



                         43 | Kemper Latin America Fund
<PAGE>

TICKER SYMBOLS  CLASS: A) KNEAX  B) KNEBX  C) KNECX

Kemper
New Europe Fund

FUND GOAL  The fund seeks long-term capital appreciation.


                          44 | Kemper New Europe Fund

<PAGE>

The Fund's Main Strategy

The fund invests at least 65% of total assets in European common stocks and
other equities (equities that are traded mainly on European markets or are
issued by companies that are based in Europe or do more than half of their
business there). The fund generally focuses on common stocks of companies in the
more established markets of Western and Southern Europe such as Finland,
Germany, France, Italy, Spain and Portugal.

In choosing stocks, the portfolio managers use a combination of three analytical
disciplines:

Bottom-up research. The managers look for individual companies with new or
dominant products or technologies, among other factors.

Growth orientation. The managers look for stocks that seem to offer the
potential for sustainable above-average growth of revenues or earnings relative
to each stock's own market and whose market prices are reasonable in light of
their potential growth.

Top-down analysis. The managers consider the outlook for economic, political,
industrial and demographic trends and how they may affect various countries,
sectors and industries.

The managers may favor securities from different countries and industries at
different times, while still maintaining variety in terms of the countries and
industries represented.

The fund will normally sell a stock when it has reached a target price, the
managers believe other investments offer better opportunities or when adjusting
its exposure to a given country or industry.

[ICON]--------------------------------------------------------------------------
OTHER INVESTMENTS

While most of the fund's equities are common stocks, some may be other types of
equities, such as convertible stocks or preferred stocks. The fund may invest up
to 20% of total assets in European debt securities of any credit quality,
including junk bonds (i.e., grade BB and below). Compared to investment-grade
bonds, junk bonds may pay higher yields and have higher volatility and risk of
default.


                           45 | Kemper New Europe Fund
<PAGE>


The Main Risks Of Investing In The Fund

There are several factors that could hurt fund performance, cause you to lose
money or make the fund perform less well than other investments.

The most important factor with this fund is how European stock markets perform
- -- something that depends on a large number of factors, including economic,
political and demographic trends. When European stock prices fall, you should
expect the value of your investment to fall as well.

The fact that the fund focuses on a single geographical region could affect fund
performance. For example, European companies could be hurt by such factors as
regional economic downturns or difficulties with the European Economic and
Monetary Union (EMU). Eastern European companies can be very sensitive to
political and economic developments. The fact that the fund is not diversified
and may invest in relatively few companies increases its risk, because any
factors affecting a given company could affect performance.

European stocks may at times be more volatile than their U.S. counterparts, for
reasons ranging from political and economic uncertainties to a higher risk that
essential information may be incomplete or wrong. Because a stock represents
ownership in its issuer, stock prices can be hurt by poor management, shrinking
product demand and other business risks. These may affect single companies as
well as groups of companies. In addition, changing currency rates could add to
the fund's investment losses or reduce its investment gains.

Other factors that could affect performance include:

o        the managers could be wrong in their analysis of economic trends,
         countries, industries, companies or other matters

o        growth stocks may be out of favor for certain periods

o        bond investments could be hurt by rising interest rates or declines in
         credit quality

o        at times, market conditions might make it hard to value some
         investments or to get an attractive price for them

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

This fund may appeal to investors who seek long-term growth and want to gain
exposure to Europe's established markets.


                           46 | Kemper New Europe Fund
<PAGE>

Performance

The bar chart shows how the total returns for the fund's Class M shares have
varied from year to year, which may give some idea of risk. The chart doesn't
reflect sales loads; if it did, returns would be lower. The table shows how the
fund's returns over different periods average out.

The performance of Class M shares shown in the bar chart and performance table
reflects performance from when the fund was a closed-end fund (through
09/03/99). Because the fund had no daily sales and redemptions, its performance
as a closed-end fund may have been higher than if it had operated as an open-end
fund.

For context, the table has a broad-based market index (which, unlike the fund,
has no fees or expenses). All figures on this page assume reinvestment of
dividends and distributions. As always, past performance is no guarantee of
future results.

- ------------------------------------------------------------------------------
Annual Total Returns (%) as of 12/31 each year            Class M Shares
- ------------------------------------------------------------------------------

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1991        3.06
1992       -9.59
1993       25.62
1994       -0.27
1995       18.97
1996       34.38
1997       20.03
1998       34.39
1999       51.83


Best quarter: 37.93%, Q4 '99          Worst quarter: -16.81%, Q3 '98


- --------------------------------------------------------------------------------
Average Annual Total Returns (%) as of 12/31/1999
- --------------------------------------------------------------------------------
                                                                Since
                                Since 12/31/98  Since 12/31/94  2/16/90 Life
                                1 Year          5 Years         of Class
- ------------------------------------------------------------------------------
Class M                         51.83%          31.39%          15.93%
- ------------------------------------------------------------------------------
Index                           16.23           22.54           15.05*
- ------------------------------------------------------------------------------


Index: The Morgan Stanley Capital International Europe Equity Index, an
unmanaged index that is generally representative of the equity securities of the
European markets.

*   Index comparison begins 02/28/90.

Class A, B and C shares do not have a full calendar year of operations and their
performance is not shown above. The performance of Class M shares does not
reflect any sales charges. The performance of the other classes is subject to
sales charges and would be lower.


                           47 | Kemper New Europe Fund
<PAGE>


How Much Investors Pay

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

- --------------------------------------------------------------------------------
Fee Table                                        Class A   Class B   Class C
- --------------------------------------------------------------------------------
Shareholder Fees, paid directly from your investment
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed       5.75%    None    None      None
On Purchases (as % of offering price)
- ------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)      None*    4.00%   1.00%     None
(as % of redemption proceeds)
- ------------------------------------------------------------------------------
Redemption fee (as % of amount redeemed,  None     None    None      2.00%**
if applicable)
- ------------------------------------------------------------------------------
Exchange Fee                              None     None    None      2.00%**
- ------------------------------------------------------------------------------
Annual Operating Expenses, deducted from fund assets
- ------------------------------------------------------------------------------
Management Fee                            0.75%    0.75%   0.75%     0.75%
- ------------------------------------------------------------------------------
Distribution (12b-1) Fee                  None     0.75    0.75      None
- ------------------------------------------------------------------------------
Other Expenses***                         1.05     1.20    1.20      0.70
- ------------------------------------------------------------------------------
Total Annual Operating Expenses****       1.80     2.70    2.70      1.45
- ------------------------------------------------------------------------------

*        The redemption of shares purchased at net asset value under the Large
         Order NAV Purchase Privilege (see "Policies You Should Know About --
         Policies about transactions") may be subject to a contingent deferred
         sales charge of 1.00% if redeemed within one year of purchase and 0.50%
         if redeemed during the second year following purchase.

**       A 2% redemption fee, which is retained by the fund, is imposed upon
         redemptions or exchanges of shares held less than one year, with
         limited exceptions (see "Policies You Should Know About -- Redemption
         Fee).

***      Includes costs of shareholder servicing, custody, accounting services
         and similar expenses, which may vary with fund size and other factors.

****     The fund was reorganized from a closed-end fund to an open-end fund on
         September 3, 1999. The fees and expenses of open-end funds are, in many
         cases, different than those of closed-end funds. Accordingly, the
         expense ratios shown above are estimated for the fund's current fiscal
         year ending October 31, 2001, based on the fund's current fee schedule
         and expenses incurred by the fund during its most recent fiscal year
         adjusted for any open-end related expenses. By contract, total
         operating expenses are capped at 1.80%, 2.70% and 2.70% for Class A,
         Class B and Class C shares, respectively, through 2/28/2001.


                           48 | Kemper New Europe Fund
<PAGE>


Based on the figures on the previous page (including one year of capped expenses
in each period except for Class M shares), this example is designed to help you
compare the expenses of each share class to those of other funds. The example
assumes operating expenses remain the same and that you invested $10,000, earned
5% annual returns and reinvested all dividends and distributions. This is only
an example; actual expenses will be different.

- --------------------------------------------------------------------------------
Example                          1 Year      3 Years     5 Years    10 Years
- --------------------------------------------------------------------------------
Expenses, assuming you sold your shares at the end of each period
- ------------------------------------------------------------------------------
Class A shares                   $747        $1,109      $1,494      $2,569
- ------------------------------------------------------------------------------
Class B shares                    673         1,138       1,630       2,615
- ------------------------------------------------------------------------------
Class C shares                    373           838       1,430       3,032
- ------------------------------------------------------------------------------
Class M shares                    345           649         976       1,900
- ------------------------------------------------------------------------------
Expenses, assuming you kept your shares
- ------------------------------------------------------------------------------
Class A shares                   $747        $1,109      $1,494      $2,569
- ------------------------------------------------------------------------------
Class B shares                    273           838       1,430       2,615
- ------------------------------------------------------------------------------
Class C shares                    273           838       1,430       3,032
- ------------------------------------------------------------------------------
Class M shares                    345           649         976       1,900
- ------------------------------------------------------------------------------


                           49 | Kemper New Europe Fund
<PAGE>

THE INVESTMENT ADVISOR

The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park
Avenue, New York, NY. Scudder Kemper has more than 80 years of experience
managing mutual funds and currently has more than $290 billion in assets under
management.

Scudder Kemper takes a team approach to asset management, bringing together
professionals from many investment disciplines. Supporting each team are Scudder
Kemper's many economists, research analysts, traders and other investment
specialists, located across the United States and around the world.

For serving as the fund's investment advisor, Scudder Kemper receives a
management fee from the fund. For the most recent fiscal year, the actual amount
the fund paid in management fees was 0.96% of average daily net assets.

[ICON]--------------------------------------------------------------------------
FUND MANAGERS

                     The following people handle the fund's day-to-day
                     management:

                     Carol L. Franklin            Joan R. Gregory
                     Lead Portfolio Manager       o Began investment career
                     o Began investment career      in 1989
                       in 1975                    o Joined the advisor in
                     o Joined the advisor in 1981   1992
                     o Joined the fund team       o Joined the fund team
                       in 1990                      in 1992

                     Nicholas Bratt               Marc Slendebroek
                     o Began investment career    o Began investment career
                       in 1974                      in 1990
                     o Joined the advisor in 1976 o Joined the advisor in
                     o Joined the fund team         1994
                       in 1999                    o Joined the fund team
                                                    in 1998


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

The fund is managed by a team of investment professionals who work together to
develop the fund's investment strategies.


                           50 | Kemper New Europe Fund
<PAGE>
Other Policies And Risks

While the previous pages describe the main points of each fund's strategy and
risks, there are a few other issues to know about:

o        Although major changes tend to be infrequent, each fund's Board could
         change that fund's investment goal without seeking shareholder
         approval.

o        As a temporary defensive measure, any of these funds could shift up to
         100% of assets into investments such as money market securities. This
         could prevent losses, but would mean that the fund would not be
         pursuing its goal.

o        Scudder Kemper establishes a security's credit quality when it buys the
         security, using independent ratings or, for unrated securities, its own
         credit determination. When ratings don't agree, a fund may use the
         higher rating. If a security's credit quality falls, the advisor will
         determine whether selling it would be in the shareholders' best
         interests.

o        The funds may trade securities more actively than many funds, which
         could mean higher expenses (thus lowering return) and higher taxable
         distributions.

o        Although the managers are permitted to use various types of derivatives
         (contracts whose value is based on, for example, indices, currencies or
         securities), the managers don't intend to use them as principal
         investments, and might not use them at all. With derivatives there is a
         risk that they could produce disproportionate losses.

Keep in mind that there is no assurance that any mutual fund will achieve its
goal.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

This prospectus doesn't tell you about every policy or risk of investing in a
fund. For more information, request a copy of the Statement of Additional
Information (see back cover).

                          51 | Other Policies And Risks

<PAGE>


Euro conversion

Funds that invest in foreign securities could be affected by accounting
differences, changes in tax treatment or other issues related to the conversion
of certain European currencies into the euro, which is already underway. The
investment advisor is working to address euro-related issues as they occur and
has been notified that other key service providers are taking similar steps.
Still, there's some risk that this problem could materially affect a fund's
operation (including its ability to calculate net asset value and to handle
purchases and redemptions), its investments or securities markets in general.

                          51 | Other Policies And Risks

<PAGE>


Financial Highlights

These tables are designed to help you understand each fund's financial
performance in recent years. The figures in the first part of each table are for
a single share. The total return figures represent the percentage that an
investor in a particular fund would have earned (or lost), assuming all
dividends and distributions were reinvested. This information has been audited
by Ernst & Young LLP (except Kemper Global Discovery Fund, which has been
audited by Pricewaterhouse-Coopers LLP), whose reports, along with each fund's
financial statements, are included in that fund's annual report (see
"Shareholder reports" on the back cover).

Kemper Asian Growth Fund

Class A
- ------------------------------------------------------------------------------

Years ended November 30,                  1999      1998     1997    1996(a)
- ------------------------------------------------------------------------------
Net asset value, beginning of period     $5.41     $6.65   $10.04     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss)          (.01)(b)     .11      .08        --
- ------------------------------------------------------------------------------
  Net realized and unrealized gain
  (loss) on investment transactions       2.65     (1.27)   (3.47)       .54
- ------------------------------------------------------------------------------
  Total from investment operations        2.64     (1.16)   (3.39)       .54
- ------------------------------------------------------------------------------
Less distributions from net investment
income                                      --      (.08)      --         --
- ------------------------------------------------------------------------------
Net asset value, end of period           $8.05     $5.41    $6.65    $10.04
- ------------------------------------------------------------------------------
Total return (%) (d)                    48.80(c) (17.66)(c) (33.76)(c) 5.68**
- ------------------------------------------------------------------------------

Ratios to average net assets and supplemental data
- ------------------------------------------------------------------------------
Net assets at end of period ($
thousands)                              12,685     4,047    3,549       827
- ------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%)                            3.35      2.65     2.62     1.46*
- ------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%)                            1.76      1.80     1.60     1.46*
- ------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%)                                      (.17)      2.05      .97      .74*
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)                 80       131      155       74*
- ------------------------------------------------------------------------------


(a) For the period from October 21, 1996 (commencement of operations) to
    November 30, 1996.

(b) Based on monthly average shares outstanding during the period.

(c) Total return would have been lower had certain expenses not been reduced.

(d) Total return does not reflect the effect of sales charges.

*   Annualized

**  Not annualized


                            53 | Financial Highlights
<PAGE>


Class B
- ------------------------------------------------------------------------------
Years ended November 30,                  1999      1998     1997    1996(a)
- ------------------------------------------------------------------------------

Net asset value, beginning of period     $5.34    $6.58    $10.03     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss)          (.02)(b)    .06       --        --
- ------------------------------------------------------------------------------
  Net realized and unrealized gain
  (loss) on investment transactions       2.59   (1.28)    (3.45)       .53
- ------------------------------------------------------------------------------
  Total from investment operations        2.57   (1.22)    (3.45)       .53
- ------------------------------------------------------------------------------
Less distributions from net investment
income                                       --    (.02)        --         --
- ------------------------------------------------------------------------------
Net asset value, end of period           $7.91    $5.34     $6.58    $10.03
- ------------------------------------------------------------------------------
Total return (%) (d)                    48.13(c) (18.65)(c)(34.40)(c)5.58**
- ------------------------------------------------------------------------------

Ratios to average net assets and supplemental data
- ------------------------------------------------------------------------------
Net assets at end of period ($
thousands)                               8,674     3,035    2,545       941
- ------------------------------------------------------------------------------
Ratio of expenses before expense
reductions (%)                            4.25      4.29     3.51     2.34*
- ------------------------------------------------------------------------------
Ratio of expenses after expense
reductions (%)                            1.91      2.78     2.57     2.34*
- ------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%)                                      (.32)      1.07       --    (.14)*
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)                 80       131      155       74*
- ------------------------------------------------------------------------------

(a) For the period from October 21, 1996 (commencement of operations) to
    November 30, 1996.

(b) Based on monthly average shares outstanding during the period.

(c) Total return would have been lower had certain expenses not been reduced.

(d) Total return does not reflect the effect of sales charges.

*   Annualized

**  Not annualized



                            54 | Financial Highlights
<PAGE>

Class C
- ------------------------------------------------------------------------------

Years ended November 30,                  1999      1998     1997    1996(a)
- ------------------------------------------------------------------------------
Net asset value, beginning of period     $5.35     $6.60    $10.03     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss)          (.08)(b)     .05       --        --
- ------------------------------------------------------------------------------
  Net realized and unrealized gain
  (loss) on investment transactions       2.56    (1.28)    (3.43)       .53
- ------------------------------------------------------------------------------
  Total from investment operations        2.48    (1.23)    (3.43)       .53
- ------------------------------------------------------------------------------
Less distributions from net investment
income                                       --     (.02)        --         --
- ------------------------------------------------------------------------------
Net asset value, end of period           $7.83     $5.35     $6.60    $10.03
- ------------------------------------------------------------------------------
Total return (%) (d)                    46.36(c)  (18.72)(c)(34.20)(c)5.58**
- ------------------------------------------------------------------------------

Ratios to average net assets and supplemental data
- ------------------------------------------------------------------------------
Net assets at end of period ($
thousands)                               1,182       334      304       180
- ------------------------------------------------------------------------------
Ratio of expenses, before expense
reductions (%)                            5.17      4.56     3.55     2.34*
- ------------------------------------------------------------------------------
Ratio of expenses, after expense
reductions (%)                            2.81      2.71     2.54     2.34*
- ------------------------------------------------------------------------------
Ratio of net investment income (loss)
(%)                                     (1.22)      1.14      .03    (.14)*
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)                 80       131      155       74*
- ------------------------------------------------------------------------------

(a)      For the period from October 21, 1996 (commencement of operations) to
         November 30, 1996.

(b)      Based on monthly average shares outstanding during the period.

(c)      Total return would have been lower had certain expenses not been
         reduced.

(d)      Total return does not reflect the effect of sales charges.

*        Annualized

**       Not annualized

                            55 | Financial Highlights
<PAGE>


Kemper Emerging Markets Growth Fund

Class A

- ------------------------------------------------------------------------------
Years ended October 31,                                     1999(a)  1998(b)
- ------------------------------------------------------------------------------

Net asset value, beginning of period                        $7.80     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss)                             (.02)(a)     .03
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)                    1.71    (1.73)
- ------------------------------------------------------------------------------
  Total from investment operations                           1.69    (1.70)
- ------------------------------------------------------------------------------
Net asset value, end of period                              $9.49     $7.80
- ------------------------------------------------------------------------------
Total return (not annualized) (%)                           21.67    (17.89)
- ------------------------------------------------------------------------------

Ratios to average net assets
- ------------------------------------------------------------------------------
Expenses, before expense reductions (%)                     10.23     22.38
- ------------------------------------------------------------------------------
Expenses, net (%)                                            2.19      2.28
- ------------------------------------------------------------------------------
Net investment income (loss) (%)                            (.22)       .40
- ------------------------------------------------------------------------------

Class B

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

Years ended October 31,                                     1999(a)  1998(b)
- ------------------------------------------------------------------------------
Net asset value, beginning of period                        $7.74     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment loss                                      (.09)(a)   (.01)
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)                    1.68    (1.75)
- ------------------------------------------------------------------------------
  Total from investment operations                           1.59    (1.76)
- ------------------------------------------------------------------------------
Net asset value, end of period                              $9.33     $7.74
- ------------------------------------------------------------------------------
Total return (not annualized) (%)                           20.54    (18.53)
- ------------------------------------------------------------------------------

Ratios to average net assets
- ------------------------------------------------------------------------------
Expenses, before expense reductions (%)                     11.25     24.06
- ------------------------------------------------------------------------------
Expenses, net (%)                                            3.06      3.18
- ------------------------------------------------------------------------------
Net investment income (loss) (%)                            (.93)     (.50)
- ------------------------------------------------------------------------------


(a) Per share data was determined based on average shares outstanding.

(b) For the period from January 9, 1998 (commencement of operations) to October
    31, 1998.



                            56 | Financial Highlights
<PAGE>

Class C

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

Years ended October 31,                                     1999(a)  1998(b)
- ------------------------------------------------------------------------------
Net asset value, beginning of period                        $7.76     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss)                             (.10)(a)     .03
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)                    1.69    (1.71)
- ------------------------------------------------------------------------------
  Total from investment operations                           1.59    (1.74)
- ------------------------------------------------------------------------------
Net asset value, end of period                              $9.35     $7.76
- ------------------------------------------------------------------------------
Total return (not annualized) (%)                           20.49    (18.32)
- ------------------------------------------------------------------------------

Ratios to average net assets
- ------------------------------------------------------------------------------
Expenses, before expense reductions (%)                     11.55     24.03
- ------------------------------------------------------------------------------
Expenses, net (%)                                            3.03      3.15
- ------------------------------------------------------------------------------
Net investment income (loss) (%)                           (1.13)     (.47)
- ------------------------------------------------------------------------------

Supplemental data for all classes
- ------------------------------------------------------------------------------
Years ended October 31,                                    1999(a)   1998(b)
- ------------------------------------------------------------------------------
Net assets at end of period                            $3,493,300   1,771,222
- ------------------------------------------------------------------------------
Portfolio turnover rate (annualized) (%)                      78        69
- ------------------------------------------------------------------------------


(a) Per share data was determined based on average shares outstanding.

(b) For the period from January 9, 1998 (commencement of operations) to October
    31, 1998.

Note: Total return does not reflect the effect of any sales charges. Scudder
Kemper Investments, Inc. has agreed to temporarily waive its management fee and
absorb certain operating expenses of the fund.

                            57 | Financial Highlights
<PAGE>



Kemper Global Blue Chip Fund

Class A

- ------------------------------------------------------------------------------
Years ended October 31,                                     1999(a)  1998(b)
- ------------------------------------------------------------------------------
Net asset value, beginning of period                       $10.21     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income                                    .03(a)       .05
- ------------------------------------------------------------------------------
  Net realized and unrealized gain                           1.64       .66
- ------------------------------------------------------------------------------
  Total from investment operations                           1.67       .71
- ------------------------------------------------------------------------------
Net asset value, end of period                             $11.88    $10.21
- ------------------------------------------------------------------------------
Total return (not annualized) (%)                           16.26      7.47
- ------------------------------------------------------------------------------

Ratios to average net assets (annualized)
- ------------------------------------------------------------------------------
Expenses before expense reductions (%)                       3.35      6.06
- ------------------------------------------------------------------------------
Expenses, net (%)                                            1.80      1.80
- ------------------------------------------------------------------------------
Net investment income (loss) (%)                              .24       .92
- ------------------------------------------------------------------------------

Class B

- ------------------------------------------------------------------------------
Years ended October 31,                                     1999(a)  1998(b)
- ------------------------------------------------------------------------------
Net asset value, beginning of period                       $10.13     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income                                    (.07)(a)       --
- ------------------------------------------------------------------------------
  Net realized and unrealized gain                           1.61       .63
- ------------------------------------------------------------------------------
  Total from investment operations                           1.54       .63
- ------------------------------------------------------------------------------
Net asset value, end of period                             $11.67    $10.13
- ------------------------------------------------------------------------------
Total return (not annualized) (%)                           15.10      6.63
- ------------------------------------------------------------------------------

Ratios to average net assets (annualized)
- ------------------------------------------------------------------------------
Expenses before expense reductions (%)                       4.54      7.69
- ------------------------------------------------------------------------------
Expenses, net (%)                                            2.68      2.68
- ------------------------------------------------------------------------------
Net investment income (loss) (%)                            (.64)       .04
- ------------------------------------------------------------------------------


(a) Per share data was determined based on monthly average shares outstanding
    during the period.

(b) For the period ended December 31, 1997 (commencement of operations) to
    October 31, 1998.

                            58 | Financial Highlights
<PAGE>


Class C

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

Years ended October 31,                                     1999(a)  1998(b)
- ------------------------------------------------------------------------------
Net asset value, beginning of period                       $10.14     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income                                     (.07)         --
- ------------------------------------------------------------------------------
  Net realized and unrealized gain                           1.62       .64
- ------------------------------------------------------------------------------
  Total from investment operations                           1.55       .64
- ------------------------------------------------------------------------------
Net asset value, end of period                             $11.69    $10.14
- ------------------------------------------------------------------------------
Total return (not annualized) (%)                           15.19      6.74
- ------------------------------------------------------------------------------

Ratios to average net assets (annualized)
- ------------------------------------------------------------------------------
Expenses before expense reductions (%)                       4.85      7.66
- ------------------------------------------------------------------------------
Expenses, net (%)                                            2.65      2.65
- ------------------------------------------------------------------------------
Net investment income (loss) (%)                            (.61)       .07
- ------------------------------------------------------------------------------

Supplemental data for all classes

- ------------------------------------------------------------------------------
Years ended October 31,                                  1999(a)    1998(b)
- ------------------------------------------------------------------------------
Net assets at end of period                            $22,977,660 9,539,623
- ------------------------------------------------------------------------------
Portfolio turnover rate (annualized) (%)                   68          84
- ------------------------------------------------------------------------------


(a) Per share data was determined based on monthly average shares outstanding
    during the period.

(b) For the period ended December 31, 1997 (commencement of operations) to
    October 31, 1998.

Note: Total return does not reflect the effect of any sales charges. Scudder
Kemper Investments, Inc. has agreed to temporarily waive its management fee and
absorb certain operating expenses of the fund. The Ratios to Average Net Assets
are computed without this expense waiver or absorption.

                            59 | Financial Highlights
<PAGE>

Kemper Global Discovery Fund

Class A

- ------------------------------------------------------------------------------
Years ended October 31,                                      1999    1998(a)
- ------------------------------------------------------------------------------

Net asset value, beginning of period                       $19.78    $23.98
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) (b)                          (.24)     (.09)
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments     8.51    (4.11)
- ------------------------------------------------------------------------------
  Total from investment operations                           8.27    (4.20)
- ------------------------------------------------------------------------------
Net asset value, end of period                             $28.05    $19.78
- ------------------------------------------------------------------------------
Total return (%) (c)(d)                                     41.61    (17.51)**
- ------------------------------------------------------------------------------

Ratios and Supplemental Data
- ------------------------------------------------------------------------------
Net assets, end of period ($ millions)                         55        11
- ------------------------------------------------------------------------------
Ratio of operating expenses to average daily net assets
(%)                                                          2.01     1.95*
- ------------------------------------------------------------------------------
Ratio of operating expenses, before expense reductions,
to average daily net assets (%)                              2.26     2.20*
- ------------------------------------------------------------------------------
Ratio of net investment income to average daily
net assets (%)                                              (.98)    (1.00)*
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)                                    64        41
- ------------------------------------------------------------------------------


(a) For the period April 16, 1998 (commencement of sales of Class A shares) to
    October 31, 1998.

(b) Based on monthly average shares outstanding during the period.

(c) Total return does not reflect the effect of any sales charges.

(d) Total return would have been lower had certain expenses not been reduced.

*   Annualized

**  Not annualized

                            60 | Financial Highlights
<PAGE>



Class B

- ------------------------------------------------------------------------------
Years ended October 31,                                      1999    1998(a)
- ------------------------------------------------------------------------------

Net asset value, beginning of period                       $19.70    $23.98
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) (b)                          (.43)     (.18)
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments     8.42    (4.10)
- ------------------------------------------------------------------------------
  Total from investment operations                           7.99    (4.28)
- ------------------------------------------------------------------------------
Net asset value, end of period                             $27.69    $19.70
- ------------------------------------------------------------------------------
Total return (%) (c)(d)                                     40.43    (17.85)**
- ------------------------------------------------------------------------------

Ratios and Supplemental Data
- ------------------------------------------------------------------------------
Net assets, end of period ($ millions)                         27         6
- ------------------------------------------------------------------------------
Ratio of operating expenses to average daily net assets
(%)                                                          2.83     2.83*
- ------------------------------------------------------------------------------
Ratio of operating expenses, before expense reductions,
to average daily net assets (%)                              3.44     3.13*
- ------------------------------------------------------------------------------
Ratio of net investment income to average daily
net assets (%)                                             (1.81)    (1.87)*
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)                                    64        41
- ------------------------------------------------------------------------------


(a) For the period April 16, 1998 (commencement of sales of Class B shares) to
    October 31, 1998.

(b) Based on monthly average shares outstanding during the period.

(c) Total return does not reflect the effect of any sales charges.

(d) Total return would have been lower had certain expenses not been reduced.

*   Annualized

**  Not annualized

                            61 | Financial Highlights
<PAGE>



Class C

- ------------------------------------------------------------------------------
Years ended October 31,                                      1999    1998(a)
- ------------------------------------------------------------------------------

Net asset value, beginning of period                       $19.70    $23.98
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) (b)                          (.43)     (.17)
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments     8.44    (4.11)
- ------------------------------------------------------------------------------
  Total from investment operations                           8.01    (4.28)
- ------------------------------------------------------------------------------
Net asset value, end of period                             $27.71    $19.70
- ------------------------------------------------------------------------------
Total return (%) (c)(d)                                     40.41    (17.85)**
- ------------------------------------------------------------------------------

Ratios and Supplemental Data
- ------------------------------------------------------------------------------
Net assets, end of period ($ millions)                          8         2
- ------------------------------------------------------------------------------
Ratio of operating expenses to average daily net assets
(%)                                                          2.80     2.80*
- ------------------------------------------------------------------------------
Ratio of operating expenses, before expense reductions,
to average daily net assets (%)                              3.00     3.23*
- ------------------------------------------------------------------------------
Ratio of net investment income to average daily
net assets (%)                                             (1.79)    (1.88)*
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)                                    64        41
- ------------------------------------------------------------------------------


(a) For the period April 16, 1998 (commencement of sales of Class C shares) to
    October 31, 1998.

(b) Based on monthly average shares outstanding during the period.

(c) Total return does not reflect the effect of any sales charges.

(d) Total return would have been lower had certain expenses not been reduced.

*   Annualized

**  Not annualized


                            62 | Financial Highlights
<PAGE>


Kemper Global Income Fund

Class A

- ------------------------------------------------------------------------------
Years ended December 31,         1999      1998     1997      1996     1995
- ------------------------------------------------------------------------------
Net asset value, beginning
of period                       $8.94     $8.58    $8.97     $9.05     $8.55
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) .32(a)    .37(a)   .48(a)    .52(a)       .61
- ------------------------------------------------------------------------------
  Net realized and unrealized
  gain (loss) on investment
  transactions                  (.88)       .50    (.33)     (.02)      1.05
- ------------------------------------------------------------------------------
  Total from investment
  operations                    (.56)       .87      .15       .50      1.66
- ------------------------------------------------------------------------------
Less distributions from:
- ------------------------------------------------------------------------------
  Net investment income         (.13)     (.40)    (.47)     (.58)    (1.16)
- ------------------------------------------------------------------------------
  Tax return of capital         (.27)     (.11)    (.07)        --        --
- ------------------------------------------------------------------------------
  Total distributions           (.40)     (.51)    (.54)     (.58)    (1.16)
- ------------------------------------------------------------------------------
Net asset value, end of period  $7.98     $8.94    $8.58     $8.97     $9.05
- ------------------------------------------------------------------------------
Total return (%) (b)           (6.38)     10.48     1.80      5.87     19.89
- ------------------------------------------------------------------------------

Ratios to average net assets and supplemental data
- ------------------------------------------------------------------------------
Net assets, end of period
($ in thousands)               49,407    69,913   72,145    86,240    102,988
- ------------------------------------------------------------------------------
Ratio of expenses before
expense reductions (%)           1.68      1.58     1.32      1.48      1.34
- ------------------------------------------------------------------------------
Ratio of expenses after
expense reductions (%)           1.67      1.58     1.32      1.48      1.34
- ------------------------------------------------------------------------------
Ratio of net investment
income (loss) (%)                3.80      4.31     5.56      5.77      6.43
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)       165       313      283       276       220
- ------------------------------------------------------------------------------

(a) Based on monthly average shares outstanding during the period.

(b) Total return does not reflect the effect of sales charges.

                            63 | Financial Highlights
<PAGE>


Class B

- ------------------------------------------------------------------------------
Years ended December 31,         1999      1998     1997      1996     1995
- ------------------------------------------------------------------------------
Net asset value, beginning
of period                       $8.96     $8.60    $9.00     $9.09     $8.56
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) .26(a)    .31(a)   .41(a)    .46(a)       .56
- ------------------------------------------------------------------------------
  Net realized and unrealized
  gain (loss) on investment
  transactions                  (.88)       .49    (.33)     (.02)      1.05
- ------------------------------------------------------------------------------
  Total from investment
  operations                    (.62)       .80      .08       .44      1.61
- ------------------------------------------------------------------------------
Less distributions from:
- ------------------------------------------------------------------------------
  Net investment income         (.11)     (.34)    (.42)     (.53)    (1.08)
- ------------------------------------------------------------------------------
  Tax return of capital         (.23)     (.10)    (.06)        --        --
- ------------------------------------------------------------------------------
  Total distributions           (.34)     (.44)    (.48)     (.53)    (1.08)
- ------------------------------------------------------------------------------
Net asset value, end of period  $8.00     $8.96    $8.60     $9.00     $9.09
- ------------------------------------------------------------------------------
Total return (%) (b)           (6.98)      9.56     1.03      5.11     19.21
- ------------------------------------------------------------------------------

Ratios to average net assets and supplemental data
- ------------------------------------------------------------------------------
Net assets, end of period
($ in thousands)                6,955    12,536   25,735    44,678    49,692
- ------------------------------------------------------------------------------
Ratio of expenses before
expense reductions (%)           2.37      2.32     2.18      2.14      1.98
- ------------------------------------------------------------------------------
Ratio of expenses after
expense reductions (%)           2.36      2.32     2.18      2.14      1.98
- ------------------------------------------------------------------------------
Ratio of net investment
income (loss) (%)                3.11      3.57     4.70      5.11      5.79
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)       165       313      283       276       220
- ------------------------------------------------------------------------------

(a) Based on monthly average shares outstanding during the period.

(b) Total return does not reflect the effect of sales charges.


                            64 | Financial Highlights
<PAGE>


Class C

- ------------------------------------------------------------------------------
Years ended December 31,         1999      1998     1997      1996     1995
- ------------------------------------------------------------------------------

Net asset value, beginning
of period                       $8.99     $8.62    $9.02     $9.09     $8.56
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) .27(a)    .32(a)   .42(a)    .48(a)       .57
- ------------------------------------------------------------------------------
  Net realized and unrealized
  gain (loss) on investment
  transactions                  (.90)       .49    (.33)     (.02)      1.05
- ------------------------------------------------------------------------------
  Total from investment
  operations                    (.63)       .81      .09       .46      1.62
- ------------------------------------------------------------------------------
Less distributions from:
- ------------------------------------------------------------------------------
  Net investment income         (.11)     (.34)    (.43)     (.53)    (1.09)
- ------------------------------------------------------------------------------
  Tax return of capital         (.24)     (.10)    (.06)        --        --
- ------------------------------------------------------------------------------
  Total distributions           (.35)     (.44)    (.49)     (.53)    (1.09)
- ------------------------------------------------------------------------------
Net asset value, end of period  $8.01     $8.99    $8.62     $9.02     $9.09
- ------------------------------------------------------------------------------
Total return (%) (b)           (7.06)      9.72     1.09      5.31     19.26
- ------------------------------------------------------------------------------

Ratios to average net assets and supplemental data
- ------------------------------------------------------------------------------
Net assets, end of period
($ in thousands)                1,340     2,346    1,149       821       253
- ------------------------------------------------------------------------------
Ratio of expenses before
expense reductions (%)           2.32      2.13     2.11      2.06      2.06
- ------------------------------------------------------------------------------
Ratio of expenses after
expense reductions (%)           2.31      2.13     2.11      2.06      2.06
- ------------------------------------------------------------------------------
Ratio of net investment
income (loss) (%)                3.16      3.76     4.77      5.19      5.71
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)       165       313      283       276       220
- ------------------------------------------------------------------------------

Notes:
(a) Based on monthly average shares outstanding during the period.
(b) Total return does not reflect the effect of sales charges.

                            65 | Financial Highlights
<PAGE>

Kemper International Fund

Class A

- -------------------------------------------------------------------------------
Years ended October 31,                1999     1998    1997    1996    1995
- -------------------------------------------------------------------------------

Net asset value, beginning of year   $12.10    $12.68  $11.96  $10.59  $11.13
- -------------------------------------------------------------------------------
Income from investment operations:
- -------------------------------------------------------------------------------
  Net investment income (loss)        (.01)       .04      --     .04     .07
- -------------------------------------------------------------------------------
  Net realized and unrealized gain     2.57       .01    1.52    1.50     .05
- -------------------------------------------------------------------------------
  Total from investment operations     2.56       .05    1.52    1.54     .12
- -------------------------------------------------------------------------------
Less dividends:
- -------------------------------------------------------------------------------
  Distribution from net
  investment income                      --     (.08)   (.12)   (.12)      --
- -------------------------------------------------------------------------------
  Distribution from net
  realized gain                      (1.81)     (.55)   (.68)   (.05)   (.66)
- -------------------------------------------------------------------------------
  Total dividends                    (1.81)     (.63)   (.80)   (.17)   (.66)
- -------------------------------------------------------------------------------
Net asset value, end of year         $12.85    $12.10  $12.68  $11.96  $10.59
- -------------------------------------------------------------------------------
Total return (%)                     23.47(a)     .45   13.49   14.70    1.69
- -------------------------------------------------------------------------------

Ratios to average net assets
- -------------------------------------------------------------------------------
Expenses, before expense reductions
(%)                                    1.59      1.64    1.57    1.64    1.57
- -------------------------------------------------------------------------------
Expenses, net (%)                      1.59      1.64    1.57    1.64    1.57
- -------------------------------------------------------------------------------
Net investment income (loss) (%)      (.12)       .36     .16     .34     .83
- -------------------------------------------------------------------------------

                            66 | Financial Highlights
<PAGE>


Class B

- -------------------------------------------------------------------------------
Years ended October 31,                1999    1998    1997    1996    1995
- -------------------------------------------------------------------------------
Net asset value, beginning of year   $11.90   $12.50  $11.81  $10.46  $11.09
- -------------------------------------------------------------------------------
Income from investment operations:
- -------------------------------------------------------------------------------
  Net investment income (loss)        (.11)    (.08)   (.12)   (.06)   (.02)
- -------------------------------------------------------------------------------
  Net realized and unrealized gain     2.52      .03    1.51    1.47     .05
- -------------------------------------------------------------------------------
  Total from investment operations     2.41    (.05)    1.39    1.41     .03
- -------------------------------------------------------------------------------
Less dividends:
- -------------------------------------------------------------------------------
  Distribution from net
  investment income                      --       --   (.02)   (.01)      --
- -------------------------------------------------------------------------------
  Distribution from net
  realized gain                      (1.81)    (.55)   (.68)   (.05)   (.66)
- -------------------------------------------------------------------------------
  Total dividends                    (1.81)    (.55)   (.70)   (.06)   (.66)
- -------------------------------------------------------------------------------
Net asset value, end of period       $12.50   $11.90  $12.50  $11.81  $10.46
- -------------------------------------------------------------------------------
Total return (%)                     22.50(a)  (.37)   12.32   13.59     .84
- -------------------------------------------------------------------------------

Ratios to average net assets
- -------------------------------------------------------------------------------
Expenses, before expense
reductions (%)                         2.44     2.62    2.57    2.53    2.50
- -------------------------------------------------------------------------------
Expenses, net (%)                      2.43     2.62    2.57    2.53    2.50
- -------------------------------------------------------------------------------
Net investment income (loss) (%)      (.96)    (.62)   (.84)   (.55)   (.10)
- ------------------------------------------------------------------------------

(a)      If the Advisor had not reimbursed the fund, the total return for the
         year ended October 31, 1999 would have been lower.

                            67 | Financial Highlights
<PAGE>

Class C

- ------------------------------------------------------------------------------
Years ended October 31,                1999    1998    1997    1996    1995
- ------------------------------------------------------------------------------
Net asset value, beginning of period $11.91   $12.51  $11.81  $10.46  $11.09
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss)        (.10)    (.08)   (.09)   (.06)   (.02)
- ------------------------------------------------------------------------------
  Net realized and unrealized gain     2.51      .03    1.49    1.47     .05
- ------------------------------------------------------------------------------
  Total from investment operations     2.41    (.05)    1.40    1.41     .03
- ------------------------------------------------------------------------------
Less dividends:
- ------------------------------------------------------------------------------
  Distribution from net
  investment income                      --       --   (.02)   (.01)      --
- ------------------------------------------------------------------------------
  Distribution from net
  realized gain                      (1.81)    (.55)   (.68)   (.05)   (.66)
- ------------------------------------------------------------------------------
  Total dividends                    (1.81)    (.55)   (.70)   (.06)   (.66)
- ------------------------------------------------------------------------------
Net asset value, end of period       $12.51   $11.91  $12.51  $11.81  $10.46
- ------------------------------------------------------------------------------
Total return (%)                     22.49(a)  (.37)   12.45   13.59     .84
- ------------------------------------------------------------------------------
Ratios to average net assets
- ------------------------------------------------------------------------------
Expenses, before expense
reductions (%)                         2.33     2.55    2.49    2.50    2.50
- ------------------------------------------------------------------------------
Expenses, net (%)                      2.32     2.55    2.49    2.50    2.50
- ------------------------------------------------------------------------------
Net investment income (loss) (%)      (.85)    (.55)   (.76)   (.52)   (.10)
- ------------------------------------------------------------------------------

Supplemental data for all classes

- ------------------------------------------------------------------------------
Years ended October 31,              1999     1998    1997     1996    1995
- ------------------------------------------------------------------------------
Net assets at end of year
(in thousands)                     $658,211  604,684 588,069 472,243  364,708
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)           140       105      76     104      114
- ------------------------------------------------------------------------------

(a) If the Advisor had not reimbursed the fund, the total return for the year
    ended October 31, 1999 would have been lower.

Note: Total return does not reflect the effect of any sales charges. Per share
data were determined based on average shares outstanding for the years ended
1995, 1996 and 1998, respectively.

                            68 | Financial Highlights
<PAGE>

Kemper Latin America Fund

Class A

- ------------------------------------------------------------------------------
Years ended October 31,                                     1999(a)  1998(b)
- ------------------------------------------------------------------------------

Net asset value, beginning of period                        $7.31     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income                                       .07       .06
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)                     .80    (2.25)
- ------------------------------------------------------------------------------
  Total from investment operations                            .87    (2.19)
- ------------------------------------------------------------------------------
Distribution from net investment income                     (.06)         --
- ------------------------------------------------------------------------------
Net asset value, end of period                              $8.12     $7.31
- ------------------------------------------------------------------------------
Total return (not annualized) (%)                           12.01    (23.05)
- ------------------------------------------------------------------------------

Ratios to average net assets (annualized)
- ------------------------------------------------------------------------------
Expenses, before expense reductions (%)                      9.16     12.75
- ------------------------------------------------------------------------------
Expenses, net (%)                                            2.19      2.21
- ------------------------------------------------------------------------------
Net investment income (%)                                     .87      1.38
- ------------------------------------------------------------------------------

Class B

- ------------------------------------------------------------------------------
Years ended October 31,                                     1999(a)  1998(b)
- ------------------------------------------------------------------------------

Net asset value, beginning of period                        $7.26     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income                                     (.01)       .04
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)                     .81    (2.28)
- ------------------------------------------------------------------------------
  Total from investment operations                            .80    (2.24)
- ------------------------------------------------------------------------------
Net asset value, end of period                              $8.06     $7.26
- ------------------------------------------------------------------------------
Total return (not annualized) (%)                           11.02    (23.58)
- ------------------------------------------------------------------------------

Ratios to average net assets (annualized)
- ------------------------------------------------------------------------------
Expenses, before expense reductions (%)                      9.93     14.38
- ------------------------------------------------------------------------------
Expenses, net (%)                                            3.06      3.09
- ------------------------------------------------------------------------------
Net investment income (%)                                   (.13)       .50
- ------------------------------------------------------------------------------

(a) Per share data was determined based on monthly average shares outstanding
    during the period.

(b) For the period from December 31, 1997 (commencement of operations) to
    October 31, 1998.

                            69 | Financial Highlights
<PAGE>

Class C

- ------------------------------------------------------------------------------
Years ended October 31,                                     1999(a)  1998(b)
- ------------------------------------------------------------------------------

Net asset value, beginning of period                        $7.26     $9.50
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income                                         --       .04
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)                     .80    (2.28)
- ------------------------------------------------------------------------------
  Total from investment operations                            .80    (2.24)
- ------------------------------------------------------------------------------

Net asset value, end of period                              $8.06     $7.26
- ------------------------------------------------------------------------------
Total return (not annualized) (%)                           11.02    (23.58)
- ------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- ------------------------------------------------------------------------------
Expenses, before expense reductions (%)                     10.73     14.34
- ------------------------------------------------------------------------------
Expenses, net (%)                                            3.04      3.06
- ------------------------------------------------------------------------------
Net investment income (%)                                   (.02)       .53
- ------------------------------------------------------------------------------

Supplemental data for all classes

- ------------------------------------------------------------------------------
Years ended October 31,                                   1999(a)     1998(b)
- ------------------------------------------------------------------------------
Net assets at end of period                              $2,462,031  1,460,498
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)                                  76         55
- ------------------------------------------------------------------------------

(a) Per share data was determined based on monthly average shares outstanding
    during the period.

(b) For the period from December 31, 1997 (commencement of operations) to
    October 31, 1998.

Note: Total return does not reflect the effect of any sales charges. Scudder
Kemper Investments, Inc. has agreed to temporarily waive its management fee and
absorb certain operating expenses of the fund.


                            70 | Financial Highlights
<PAGE>

Kemper New Europe Fund

Class A
- ------------------------------------------------------------------------------
                                                                     1999(a)
- ------------------------------------------------------------------------------

Net asset value, beginning of period                                 $14.27
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) (b)                                    (.03)
- ------------------------------------------------------------------------------
  Net realized and unrealized gain                                      .63
- ------------------------------------------------------------------------------
  Total from investment operations                                      .60
- ------------------------------------------------------------------------------
Net asset value, end of period                                       $14.87
- ------------------------------------------------------------------------------
Total return (not annualized) (%) (c)                                  4.20
- ------------------------------------------------------------------------------

Ratios to average net assets (annualized)
- ------------------------------------------------------------------------------
Expenses (%)                                                           1.63
- ------------------------------------------------------------------------------
Net investment income (loss) (%)                                     (1.21)
- ------------------------------------------------------------------------------

Class B

- ------------------------------------------------------------------------------
                                                                     1999(a)
- ------------------------------------------------------------------------------
Net asset value, beginning of period                                 $13.91
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) (b)                                    (.05)
- ------------------------------------------------------------------------------
  Net realized and unrealized gain                                      .63
- ------------------------------------------------------------------------------
  Total from investment operations                                      .58
- ------------------------------------------------------------------------------
Net asset value, end of period                                       $14.49
- ------------------------------------------------------------------------------
Total return (not annualized) (%) (c)                                  4.17
- ------------------------------------------------------------------------------
Ratios to average net assets (annualized)
- ------------------------------------------------------------------------------
Expenses (%)                                                           2.36
- ------------------------------------------------------------------------------
Net investment income (loss) (%)                                     (1.95)
- ------------------------------------------------------------------------------

(a) For the period September 3, 1999 (commencement of Class) to October 31,
    1999.

(b) Based on monthly average shares outstanding during the period.

(c) Total investment returns reflect changes in net asset value per share during
    each period and assume that dividends and capital gains distributions, if
    any, were reinvested.

                            71 | Financial Highlights
<PAGE>


Class C

- ------------------------------------------------------------------------------
                                                                     1999(a)
- ------------------------------------------------------------------------------

Net asset value, beginning of period                                 $14.02
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) (b)                                    (.04)
- ------------------------------------------------------------------------------
  Net realized and unrealized gain                                      .64
- ------------------------------------------------------------------------------
  Total from investment operations                                      .60
- ------------------------------------------------------------------------------
Net asset value, end of period                                       $14.62
- ------------------------------------------------------------------------------
Total return (not annualized) (%) (c)                                  4.28
- ------------------------------------------------------------------------------

Ratios to average net assets (annualized)
- ------------------------------------------------------------------------------
Expenses (%)                                                           2.40
- ------------------------------------------------------------------------------
Net investment income (loss) (%)                                     (1.99)
- ------------------------------------------------------------------------------

(a) For the period September 3, 1999 (commencement of Class) to October 31,
    1999.

(b) Based on monthly average shares outstanding during the period.

(c) Total investment returns reflect changes in net asset value per share during
    each period and assume that dividends and capital gains distributions, if
    any, were reinvested.

Note: Total return does not reflect the effect of any sales charges. Prior to
September 3, 1999, the fund operated as a closed-end investment company. On
September 3, 1999, the fund became an open-end investment company and offered
three additional classes of shares.

                            72 | Financial Highlights
<PAGE>


Class M

- ------------------------------------------------------------------------------
Years ended October 31,              1999     1998     1997    1996    1995
- ------------------------------------------------------------------------------

Net asset value, beginning
of period                          $22.23    $19.96  $16.60   $13.24  $11.61
- ------------------------------------------------------------------------------
Income from investment operations:
- ------------------------------------------------------------------------------
  Net investment income (loss) (a) (.00)(c)   (.00)   (.01)      .05     .05
- ------------------------------------------------------------------------------
  Net realized and unrealized
  gain (loss) on investment
  transactions                       4.62      4.47    3.43     3.36    1.58
- ------------------------------------------------------------------------------
  Total from investment operations   4.62      4.47    3.42     3.41    1.63
- ------------------------------------------------------------------------------
Less distributions from:
- ------------------------------------------------------------------------------
  Net investment income             (.03)     (.09)   (.06)    (.05)      --
- ------------------------------------------------------------------------------
  Net realized gains on
  investment transactions          (6.36)    (2.11)      --       --      --
- ------------------------------------------------------------------------------
  Total distributions              (6.39)    (2.20)   (.06)    (.05)      --
- ------------------------------------------------------------------------------
Redemption fees                       .13        --      --       --      --
- ------------------------------------------------------------------------------
Net asset value, end of period     $20.59    $22.23  $19.96   $16.60  $13.24
- ------------------------------------------------------------------------------
Total return (%)
- ------------------------------------------------------------------------------
  Per share net asset value (%)
  (b)(d)                            27.95     27.70   20.66    25.92   14.04
- ------------------------------------------------------------------------------

Ratios to average net assets
- ------------------------------------------------------------------------------
Expenses (%)                       1.68(e)     1.41    1.49     1.51    1.62
- ------------------------------------------------------------------------------
Net investment income (loss) (%)    (.00)     (.01)   (.03)      .31     .39
- ------------------------------------------------------------------------------

Supplemental data for all classes
- ------------------------------------------------------------------------------
Years ended October 31,              1999     1998    1997     1996    1995
- ------------------------------------------------------------------------------
Net assets at end of period ($
millions)                            $295       359     320     266      213
- ------------------------------------------------------------------------------
Portfolio turnover rate (%)          57.8      41.4    44.7    35.3     32.4
- ------------------------------------------------------------------------------


(a) Based on monthly average shares outstanding during the period.

(b) Total investment returns reflect changes in net asset value per share during
    each period and assume that dividends and capital gains distributions, if
    any, were reinvested.

(c) Net investment income per share includes non-recurring dividend income
    amounting to $.08 per share.

(d) The performance of Class M shares reflects performance of the fund in
    closed-end form. The fund's performance may have been lower if it had
    operated as an open-end fund during these periods.

(e) Includes reorganization expense ratio of .20%.

Note: Total return does not reflect the effect of any sales charges.


                            73 | Financial Highlights
<PAGE>

Investing In The Funds

The following pages tell you about many of the services, choices and benefits of
being a Kemper Funds shareholder. You'll also find information on how to check
the status of your account using the method that's most convenient for you.

You can find out more about the topics covered here by speaking with your
financial representative or a representative of your workplace retirement plan
or other investment provider.

<PAGE>

Choosing A Share Class

In this prospectus, there are three share classes for each fund. Each class has
its own fees and expenses, offering you a choice of cost structures.

For Kemper New Europe Fund, Class M shares represent the initial shares of the
fund and are no longer offered. Class M shares are not subject to a contingent
deferred sales charge or a Rule 12b-1 distribution fee. Class M shares are
subject to a 2% fee on all redemptions (including redemptions in kind) and
exchanges. Class M shares will automatically convert to Class A shares on
September 3, 2000.

Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you. You may
want to ask your financial representative to help you with this decision.

We describe each share class in detail on the following pages. But first, you
may want to look at the table below, which gives you a brief comparison of the
main features of each class.


- ------------------------------------------------------------------------------
Classes and features                    Points to help you compare
- ------------------------------------------------------------------------------

Class A

o  Sales charges of up to 5.75%,        o  Some investors may be able to
   charged when you buy shares             reduce or eliminate their sales
                                           charges; see page 84
o  In most cases, no charges when you
   sell shares                          o  Total annual expenses are lower
                                           than those for Class B or Class C
o  No distribution fee
- ------------------------------------------------------------------------------

Class B

o  No charges when you buy shares       o  The deferred sales charge rate
                                           falls to zero after six years
o  Deferred sales charge of up to
   4.00%, charged when you sell shares  o  Shares automatically convert to
   you bought within the last six years    Class A six years after purchase,
                                           which means lower annual expenses
o  0.75% distribution fee                  going forward
- ------------------------------------------------------------------------------

Class C

o  No charges when you buy shares       o  The deferred sales charge rate is
                                           lower, but your shares never convert
o  Deferred sales charge of 1.00%,         to Class A, so annual expenses
   charged when you sell shares you        remain higher
   bought within the last year

o  0.75% distribution fee
- ------------------------------------------------------------------------------



                           75 | Choosing A Share Class
<PAGE>


Class A shares

Class A shares have a sales charge that varies with the amount you invest:

All funds except Kemper Global Income Fund

                    Sales charge     Sales charge
                      as a % of        as a % of your
Your investment    offering price   net investment
- ---------------------------------------------------------
Up to $50,000         5.75%            6.10%
- ---------------------------------------------------------
$50,000-$99,999       4.50             4.71
- ---------------------------------------------------------
$100,000-$249,999     3.50             3.63
- ---------------------------------------------------------
$250,000-$499,999     2.60             2.67
- ---------------------------------------------------------
$500,000-$999,999     2.00             2.04
- ---------------------------------------------------------
$1 million or more    See page 85
- ---------------------------------------------------------

Kemper Global Income Fund

                    Sales charge     Sales charge
                      as a % of        as a % of your
Your investment    offering price   net investment
- ---------------------------------------------------------
Up to $100,000        4.50%            4.71%
- ---------------------------------------------------------
$100,000-$249,999     3.50             3.63
- ---------------------------------------------------------
$250,000-$499,999     2.60             2.67
- ---------------------------------------------------------
$500,000-$999,999     2.00             2.04
- ---------------------------------------------------------
$1 million or more    See page 85
- ---------------------------------------------------------


The offering price includes the sales charge.

                           76 | Choosing A Share Class
<PAGE>



You may be able to lower your Class A sales charges if:

o        you plan to invest at least $50,000 ($100,000 for Kemper Global Income
         Fund) over the next 24 months ("letter of intent")

o        the amount of Kemper shares you already own (including shares in
         certain other Kemper funds) plus the amount you're investing now is at
         least $50,000 ($100,000 for Kemper Global Income Fund) ("cumulative
         discount")

o        you are investing a total of $50,000 ($100,000 for Kemper Global Income
         Fund) or more in several Kemper funds at once ("combined purchases")

The point of these three features is to let you count investments made at other
times for purposes of calculating your present sales charge. Any time you can
use the privileges to "move" your investment into a lower sales charge category
in the table above, it's generally beneficial for you to do so. You can take
advantage of these methods by filling in the appropriate sections of your
application or by speaking with your financial representative.

                           77 | Choosing A Share Class
<PAGE>


You may be able to buy Class A shares without sales charges when you are:

o        reinvesting dividends or distributions

o        investing through certain workplace retirement plans

o        participating in an investment advisory program under which you pay a
         fee to an investment advisor or other firm for portfolio management
         services

There are a number of additional provisions that apply in order to be eligible
for a sales charge waiver. The fund may waive the sales charges for investors in
other situations as well. Your financial representative or Kemper can answer
your questions and help you determine if you are eligible.

If you're investing $1 million or more, either as a lump sum or through one of
the sales charge reduction features described on the previous page, you may be
eligible to buy Class A shares without sales charges. However, you may be
charged a contingent deferred sales charge (CDSC) of 1.00% on any shares you
sell within the first year of owning them, and a similar charge of 0.50% on
shares you sell within the second year of owning them. This CDSC is waived under
certain circumstances (see "Policies You Should Know About"). Your financial
representative or Kemper can answer your questions and help you determine if
you're eligible.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

Class A shares may make sense for long-term investors, especially those who are
eligible for reduced or eliminated sales charges.




                             78 | Choosing A Share Class
<PAGE>

Class B shares

With Class B shares, you pay no up-front sales charges to the fund. Class B
shares do have a 12b-1 plan, under which a distribution fee of 0.75% is deducted
from fund assets each year. This means the annual expenses for Class B shares
are somewhat higher (and their performance correspondingly lower) compared to
Class A shares, which don't have a 12b-1 fee. After six years, Class B shares
automatically convert to Class A, which has the net effect of lowering the
annual expenses from the seventh year on.

Class B shares have a contingent deferred sales charge (CDSC). This charge
declines over the years you own shares, and disappears completely after six
years of ownership. But for any shares you sell within those six years, you may
be charged as follows:

Year after you bought shares   CDSC on shares you sell
- -----------------------------------------------------------
First year                     4.00%
- -----------------------------------------------------------
Second or third year           3.00
- -----------------------------------------------------------
Fourth or fifth year           2.00
- -----------------------------------------------------------
Sixth year                     1.00
- -----------------------------------------------------------
Seventh year and later         None
                               (automatic conversion to
                               Class A)
- -----------------------------------------------------------


This CDSC is waived under certain circumstances (see "Policies You Should Know
About"). Your financial representative or Kemper can answer your questions and
help you determine if you're eligible.

While Class B shares don't have any front-end sales charges, their higher annual
expenses (due to 12b-1 fees) mean that over the years you could end up paying
more than the equivalent of the maximum allowable front-end sales charge.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

Class B shares are designed for long-term investors who prefer to see all of
their investment go to work right away, and can accept somewhat higher annual
expenses.

                           79 | Choosing A Share Class
<PAGE>


Class C shares

Like Class B shares, Class C shares have no up-front sales charges and have a
12b-1 plan under which a distribution fee of 0.75% is deducted from fund assets
each year. Because of this fee, the annual expenses for Class C shares are
similar to those of Class B shares, but higher than those for Class A shares
(and the performance of Class C shares is correspondingly lower than that of
Class A).

Unlike Class B shares, Class C shares do NOT automatically convert to Class A
after six years, so they continue to have higher annual expenses.

Class C shares have a contingent deferred sales charge (CDSC), but only on
shares you sell within one year of buying them:


Year after you bought shares    CDSC on shares you sell
- ----------------------------------------------------------
First year                      1.00%
- ----------------------------------------------------------
Second year and later           None
- ----------------------------------------------------------

This CDSC is waived under certain circumstances (see "Policies You Should Know
About"). Your financial representative or Kemper can answer your questions and
help you determine if you're eligible.

While Class C shares don't have any front-end sales charges, their higher annual
expenses (due to 12b-1 fees) mean that over the years you could end up paying
more than the equivalent of the maximum allowable front-end sales charge.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

Class C shares may appeal to investors who plan to sell shares within six years
of buying them, or who aren't certain of their investment time horizon.


                           80 | Choosing A Share Class
<PAGE>


How to Buy Shares

Once you've chosen a share class, use these instructions to make investments.
Make out any checks to "Kemper Funds."

- ------------------------------------------------------------------------------
First investment                        Additional investments
- ------------------------------------------------------------------------------

$1,000 or more for regular accounts     $100 or more for regular accounts

$250 or more for IRAs                   $50 or more for IRAs

                                        $50 or more with an Automatic
                                        Investment Plan
- ------------------------------------------------------------------------------

Through a financial representative

o  Contact your representative using    o  Contact your representative using
   the method that's most convenient for   the method that's most convenient
   you                                     for you
- ------------------------------------------------------------------------------

By mail or express mail (see below)

o  Fill out and sign an application     o  Send a check and a Kemper
                                           investment slip to us at the
o  Send it to us at the appropriate        appropriate address below
   address, along with an investment
   check                                o  If you don't have an investment
                                           slip, simply include a letter with
                                           your name, account number, the full
                                           name of the fund and the share class
                                           and your investment instructions
- ------------------------------------------------------------------------------

By wire
o  Call (800) 621-1048 for instructions o  Call (800) 621-1048 for instructions
- ------------------------------------------------------------------------------

By phone

- --                                      o  Call (800) 621-1048 for
                                           instructions
- ------------------------------------------------------------------------------

With an automatic investment plan

- --                                      o  To set up regular investments,
                                           call (800) 621-1048
- ------------------------------------------------------------------------------

On the Internet

o  Follow the instructions at           o  Follow the instructions at
   www.kemper.com                          www.kemper.com
- ------------------------------------------------------------------------------


Regular mail: Kemper Funds, PO Box 219415, Kansas City, MO 64121-9415

Express, registered or certified mail:
Kemper Service Company, 811 Main Street, Kansas City, MO 64105-2005

Fax number: (800) 818-7526 (for exchanging and selling only)


                             81 | How to Buy Shares
<PAGE>

How to Exchange Or Sell Shares

Use these instructions to exchange or sell shares in your account.



- ------------------------------------------------------------------------------
Exchanging into another fund            Selling shares
- ------------------------------------------------------------------------------

$1,000 or more to open a new account    Some transactions, including most
                                        for over $50,000, can only be
$100 or more for exchanges between      ordered in writing with a signature
existing accounts                       guarantee; if you're in doubt, see
                                        page 92
- ------------------------------------------------------------------------------

Through a financial representative

o  Contact your representative by the   o  Contact your representative by
   method that's most convenient           the method that's most convenient
   for you                                 for you
- ------------------------------------------------------------------------------

By phone or wire
o  Call (800) 621-1048 for instructions o  Call (800) 621-1048 for instructions
- ------------------------------------------------------------------------------

By mail, express mail or fax
(see previous page)
                                        Write a letter that includes:
Write a letter that includes:
                                        o  the fund, class and account
o  the fund, class and account number   number from which you want to sell
you're exchanging out of                shares

o  the dollar amount or number of       o  the dollar amount or number of
shares you want to exchange             shares you want to sell

o  the name and class of the fund you   o  your name(s), signature(s) and
want to exchange into                   address, as they appear on your
                                        account
o  your name(s), signature(s) and
   address, as they appear on your account o  a daytime telephone number

o  a daytime telephone number
- ------------------------------------------------------------------------------

With a systematic exchange plan         With a systematic withdrawal plan

o  To set up regular exchanges from a   o  To set up regular cash payments
   Kemper fund account, call               from a Kemper fund account, call
   (800) 621-1048                          (800) 621-1048
- ------------------------------------------------------------------------------

On the Internet

o  Follow the instructions at           o  Follow the instructions at
   www.kemper.com                          www.kemper.com
- ------------------------------------------------------------------------------

                       82 | How to Exchange or Sell Shares
<PAGE>

Policies You Should Know About

Along with the instructions on the previous pages, the policies below may affect
you as a shareholder.

If you are investing through an investment provider, check the materials you
received from them. As a general rule, you should follow the information in
those materials wherever it contradicts the information given here. Please note
that an investment provider may charge its own fees.

Policies about transactions

The funds are open for business each day the New York Stock Exchange is open.
Each fund calculates its share price every business day, as of the close of
regular trading on the Exchange (typically 3 p.m. Central time, but sometimes
earlier, as in the case of scheduled half-day trading or unscheduled suspensions
of trading).

You can place an order to buy or sell shares at any time. Once your order is
received by Kemper Service Company, and they have determined that it is a "good
order," it will be processed at the next share price calculated.

Because orders placed through investment providers must be forwarded to Kemper
Service Company before they can be processed, you'll need to allow extra time. A
representative of your investment provider should be able to tell you when your
order will be processed.

KemperACCESS, the Kemper Automated Information Line, is available 24 hours a day
by calling (800) 972-3060. You can use Kemper ACCESS to get information on
Kemper funds generally and on accounts held directly at Kemper. You can also use
it to make exchanges and sell shares.



                       83 | Policies You Should Know About

<PAGE>

EXPRESS-Transfer lets you set up a link between a Kemper account and a bank
account. Once this link is in place, you can move money between the two with a
phone call. You'll need to make sure your bank has Automated Clearing House
(ACH) services. Transactions take two to three days to be completed, and there
is a $100 minimum. To set up EXPRESS-Transfer on a new account, see the account
application; to add it to an existing account, call (800) 621-1048.

Share certificates are available on written request. However, we don't recommend
them unless you want them for a specific purpose, because they can only be sold
by mailing them in, and if they're ever lost they're difficult and expensive to
replace.

When you call us to sell shares, we may record the call, ask you for certain
information or take other steps designed to prevent fraudulent orders. It's
important to understand that, with respect to certain pre-authorized privileges,
as long as we take reasonable steps to ensure that an order appears genuine, we
are not responsible for any losses that may occur.

When you ask us to send or receive a wire, please note that while we don't
charge a fee to send or receive wires, it's possible that your bank may do so.
Wire transactions are normally completed within 24 hours. The funds can only
send or accept wires of $1,000 or more.

Exchanges among Kemper funds are an option for most shareholders. Exchanges are
a shareholder privilege, not a right: we may reject any exchange order,
particularly when there appears to be a pattern of "market timing" or other
frequent purchases and sales. We may also reject or limit purchase orders, for
these or other reasons.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

The Kemper Web site can be a valuable resource for shareholders with Internet
access. Go to www.kemper.com to get up-to-date information, review balances or
even place orders for exchanges.


                       84 | Policies You Should Know About

<PAGE>



When you want to sell more than $50,000 worth of shares, or send the proceeds to
a third party or to a new address, you'll usually need to place your order in
writing and include a signature guarantee. The only exception is if you want
money wired to a bank account that is already on file with us; in that case, you
don't need a signature guarantee. Also, you don't need a signature guarantee for
an exchange, although we may require one in certain other circumstances.

A signature guarantee is simply a certification of your signature -- a valuable
safeguard against fraud. You can get a signature guarantee from most brokers,
banks, savings institutions and credit unions. Note that you can't get a
signature guarantee from a notary public.

When you sell shares that have a contingent deferred sales charge (CDSC), we
calculate the CDSC as a percentage of what you paid for the shares or what you
are selling them for -- whichever results in the lowest charge to you. In
processing orders to sell shares, we turn to the shares with the lowest CDSC
first. Exchanges from one Kemper fund into another don't affect CDSCs: for each
investment you make, the date you first bought Kemper shares is the date we use
to calculate a CDSC on that particular investment.

There are certain cases in which you may be exempt from a CDSC. These include:

o        the death or disability of an account owner (including a joint owner)

o        withdrawals made through a systematic withdrawal plan

o        withdrawals related to certain retirement or benefit plans

o        redemptions for certain loan advances, hardship provisions or returns
         of excess contributions from retirement plans

o        For Class A shares purchased through the Large Order NAV Purchase
         Privilege, redemption of shares whose dealer of record at the time of
         the investment notifies Kemper Distributors that the dealer is waiving
         the applicable commission.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

If you ever have difficulty placing an order by phone or fax, you can always
send us your order in writing.

                       85 | Policies You Should Know About

<PAGE>


In each of these cases, there are a number of additional provisions that apply
in order to be eligible for a CDSC waiver. Your financial representative or
Kemper can answer your questions and help you determine if you are eligible.

If you sell shares in a Kemper fund and then decide to invest with Kemper again
within six months, you can take advantage of the "reinstatement feature." With
this feature, you can put your money back into the same class of a Kemper fund
at its current NAV and for purposes of sales charges it will be treated as if it
had never left Kemper. You'll also be reimbursed (in the form of fund shares)
for any CDSC you paid when you sold your shares. Future CDSC calculations will
be based on your original investment date, rather than your reinstatement date.
There is also an option that lets investors who sold Class B shares buy Class A
shares with no sales charge, although they won't be reimbursed for any CDSC they
paid. You can only use the reinstatement feature once for any given group of
shares. To take advantage of this feature, contact Kemper or your financial
representative.

Money from shares you sell is normally sent out within one business day of when
your order is processed, although it could be delayed for up to seven days.
There are also two circumstances when it could be longer: when you are selling
shares you bought recently by check and that check hasn't cleared yet (maximum
delay: 10 days) or when unusual circumstances prompt the SEC to allow further
delays. Certain expedited redemption processes may also be delayed when you are
selling recently purchased shares.


                       86 | Policies You Should Know About
<PAGE>

Redemption Fee (Class M shares)

Upon the redemption or exchange of Class M shares of the fund (including
redemptions in kind) until September 3, 2000, a fee of 2% of the current net
asset value of the shares will be assessed and retained by the fund for the
benefit of the remaining shareholders. This fee is intended to discourage short
term trading in a vehicle intended for long term investment, to avoid
transaction and other expenses caused by early redemptions and to facilitate
portfolio management. The fee is not a deferred sales charge and is not a
commission paid to the investment manager or its subsidiaries. The fund reserves
the right to modify the terms of or terminate this fee at any time.

The fee applies to all redemptions from the fund and exchanges to other Kemper
Funds by Class M shareholders. The fee is applied to the shares being redeemed
or exchanged in the order in which they were purchased.

                       87 | Policies You Should Know About
<PAGE>



How the funds calculate share price

For each fund in this prospectus, the price at which you buy shares is as
follows:

Class A shares -- net asset value per share, or NAV, adjusted to allow for any
applicable sales charges (see "Choosing A Share Class")

Class B, Class C and Class M shares -- net asset value per share, or NAV

To calculate NAV, each share class of each fund uses the following equation:

     TOTAL ASSETS - TOTAL LIABILITIES
  --------------------------------------  =  NAV
    TOTAL NUMBER OF SHARES OUTSTANDING



For each fund and share class in this prospectus, the price at which you sell
shares is also the NAV, although for Class B and Class C investors a contingent
deferred sales charge may be taken out of the proceeds (see "Choosing A Share
Class").

We typically use market prices to value securities. However, when a market price
isn't available, or when we have reason to believe it doesn't represent market
realities, we may use fair value methods approved by a fund's Board. In such a
case, the fund's value for a security is likely to be different from quoted
market prices.

Because each fund invests in securities that are traded primarily in foreign
markets, the value of its holdings could change at a time when you aren't able
to buy or sell fund shares. This is because some foreign markets are open on
days when the fund doesn't price its shares.


                       88 | Policies You Should Know About
<PAGE>

Other rights we reserve

For each fund in this prospectus, you should be aware that we may do any of the
following:

o        withhold 31% of your distributions as federal income tax if we have
         been notified by the IRS that you are subject to backup withholding, or
         if you fail to provide us with a correct taxpayer ID number or
         certification that you are exempt from backup withholding

o        reject a new account application if you don't provide a correct Social
         Security or other tax ID number; if the account has already been
         opened, we may give you 30 days' notice to provide the correct number

o        charge you $9 each calendar quarter if your account balance is below
         $1,000 for the entire quarter; this policy doesn't apply to most
         retirement accounts or if you have an automatic investment plan

o        pay you for shares you sell by "redeeming in kind," that is, by giving
         you marketable securities (which typically will involve brokerage costs
         for you to liquidate) rather than cash; with respect to Kemper Asian
         Growth Fund, Global Discovery Fund, Kemper Global Income Fund and
         Kemper New Europe Fund, the funds generally won't make a redemption in
         kind unless your requests over a 90-day period total more than $250,000
         or 1%, whichever is less, of a portfolio's net assets; the other funds
         may make similar arrangements


                       89 | Policies You Should Know About
<PAGE>

o        prior to September 3, 2000, all redemptions of Kemper New Europe Fund
         Class M shares that total more than $500,000 over a 90-day period will
         be paid in kind; in addition to paying the usual 2% redemption fee,
         shareholders that are subject to redemption in kind may bear additional
         expenses greater than 1% of the value of the shares redeemed, and must
         submit their redemption request in writing using a form available from
         Kemper Service Company

o        change, add or withdraw various services, fees and account policies
         (for example, we may change or terminate the exchange privilege at any
         time)

                       90 | Policies You Should Know About
<PAGE>

Understanding Distributions And Taxes

By law, a mutual fund is required to pass through to its shareholders virtually
all of its net earnings. A fund can earn money in two ways: by receiving
interest, dividends or other income from securities it holds, and by selling
securities for more than it paid for them. (A fund's earnings are separate from
any gains or losses stemming from your own purchase of shares.) A fund may not
always pay a distribution for a given period.

The funds intend to pay dividends and distributions to their shareholders in
November or December, and if necessary may do so at other times as well.

You can choose how to receive your dividends and distributions. You can have
them all automatically reinvested in fund shares (at NAV), all sent to you by
check, have one type reinvested and the other sent to you by check or have them
invested in a different fund. Tell us your preference on your application. If
you don't indicate a preference, your dividends and distributions will all be
reinvested without sales charges. For retirement plans, reinvestment is the only
option.

Buying and selling fund shares will usually have tax consequences for you
(except in an IRA or other tax-advantaged account). Your sales of shares may
result in a capital gain or loss for you; whether long-term or short-term
depends on how long you owned the shares. For tax purposes, an exchange is the
same as a sale.

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investments, including any state and local
tax consequences.


                   91 | Understanding Distributions And Taxes
<PAGE>

The tax status of the fund earnings you receive, and your own fund transactions,
generally depends on their type:



Generally taxed at ordinary income rates
- -------------------------------------------------------
o short-term capital gains from selling fund shares
- -------------------------------------------------------
o  income dividends you receive from a fund
- -------------------------------------------------------
o short-term capital gains distributions received from a
  fund
- -------------------------------------------------------

Generally taxed at capital gains rates
- -------------------------------------------------------
o long-term capital gains from selling fund shares
- -------------------------------------------------------
o long-term capital gains distributions received from a
  fund
- -------------------------------------------------------


You may be able to claim a tax credit or deduction for your share of any foreign
taxes your fund pays.

Your fund will send you detailed tax information every January. These statements
tell you the amount and the tax category of any dividends or distributions you
received. They also have certain details on your purchases and sales of shares.
The tax status of dividends and distributions is the same whether you reinvest
them or not. Dividends or distributions declared in the last quarter of a given
year are taxed in that year, even though you may not receive the money until the
following January.

If you invest right before the fund pays a dividend, you'll be getting some of
your investment back as a taxable dividend. You can avoid this, if you want, by
investing after the fund declares a dividend. In tax-advantaged retirement
accounts you don't need to worry about this.

Corporations may be able to take a dividends- received deduction for a portion
of income dividends they receive.

                   92 | Understanding Distributions And Taxes
<PAGE>

Notes




<PAGE>

To Get More Information

Shareholder reports -- These include commentary from each fund's management team
about recent market conditions and the effects of a fund's strategies on its
performance. For each fund, they also have detailed performance figures, a list
of everything the fund owns, and the fund's financial statements. Shareholders
get these reports automatically. To reduce costs, we mail one copy per
household. For more copies, call (800) 621-1048.

Statements of Additional Information (SAIs) -- These tell you more about each
fund's features and policies, including additional risk information. The SAIs
are incorporated by reference into this document (meaning that they are legally
part of this prospectus).

If you'd like to ask for copies of these documents, or if you're a shareholder
and have questions, please contact Kemper or the SEC (see below). Materials you
get from Kemper are free; those from the SEC involve a copying fee. If you like,
you can look over these materials in person at the SEC's Public Reference Room
in Washington, DC or request them electronically at [email protected].

SEC
450 Fifth Street, N.W.
Washington, DC 20549-0102
www.sec.gov
Tel (202) 942-8090

Kemper Funds
222 South Riverside Plaza
Chicago, IL 60606-5808
www.kemper.com
Tel (800) 621-1048

SEC File Numbers

Kemper Asian Growth Fund               811-7731
Kemper Emerging Markets Growth Fund    811-08395
Kemper Global Blue Chip Fund           811-08395
Global Discovery Fund                  811-4670
Kemper Global Income Fund              811-5829
Kemper International Fund              811-3136
Kemper Latin America Fund              811-08395
Kemper New Europe Fund                 811-5969

Principal Underwriter
Kemper Distributors, Inc.
222 South Riverside Plaza
Chicago, IL 60606-5808
www.kemper.com E-mail
[email protected] Tel (800) 621-1048

[LOGO] KEMPER FUNDS
Long-term investing in short-term world(SM)

<PAGE>

                    KEMPER GLOBAL/ INTERNATIONAL SERIES, INC.

                       STATEMENT OF ADDITIONAL INFORMATION
                                  March 1, 2000

             Kemper Global Blue Chip Fund ("Global Blue Chip Fund")
      Kemper Emerging Markets Growth Fund ("Emerging Markets Growth Fund")
                Kemper Latin America Fund ("Latin America Fund")
               222 South Riverside Plaza, Chicago, Illinois 60606
                                 1-800-621-1048


This combined Statement of Additional Information is not a prospectus. It is the
Statement  of  Additional  Information  for each of the Funds  listed above (the
"Funds"),  each a  series  of  Kemper  Global/International  Series,  Inc.  (the
"Corporation"),  an open-end management investment company. It should be read in
conjunction  with the  combined  prospectus  of the Funds dated March 1, 2000. A
prospectus may be obtained without charge from the Funds, and is also available,
along with other related materials,  on the Securities and Exchange Commission's
's Internet Web site (http://www.sec.gov).



                                TABLE OF CONTENTS


INVESTMENT RESTRICTIONS........................................................2
INVESTMENT POLICIES AND TECHNIQUES
PORTFOLIO TRANSACTIONS........................................................29
INVESTMENT MANAGER AND UNDERWRITER............................................30
PURCHASE, REDEMPTION AND REPURCHASEOF SHARES..................................38
DIVIDENDS, DISTRIBUTIONS AND TAXES............................................52
RETIREMENT PLANS..............................................................57
PERFORMANCE...................................................................58
OFFICERS AND DIRECTORS........................................................60
SHAREHOLDER RIGHTS............................................................65
APPENDIX -- RATINGS OF FIXED INCOME INVESTMENTS...............................67

    The  financial   statements  appearing  in  each  Fund's  Annual  Report  to
Shareholders  are  incorporated  herein by reference.  Each Fund's Annual Report
dated October 31, 1999,  which either  accompanies  this Statement of Additional
Information  or has  been  previously  provided  to the  investor  to whom  this
Statement  of  Additional  Information  is being sent,  may be obtained  without
charge upon request by calling 1-800-621-1048.



Scudder  Kemper  Investments,   Inc.  (the  "Adviser")  serves  as  each  Fund's
investment manager.

<PAGE>


INVESTMENT RESTRICTIONS

Each Fund has adopted certain fundamental  investment  restrictions which cannot
be changed without approval of a majority of its outstanding  voting shares,  as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"). This
means the lesser of the vote of (a) 67% of the  shares of the Fund  present at a
meeting where more than 50% of the  outstanding  shares are present in person or
by proxy  or (b) more  than 50% of the  outstanding  shares  of the  outstanding
shares of the Fund.

Global Blue Chip Fund has elected to be classified as a diversified series of an
open-end management,  investment company. Emerging Markets Growth Fund and Latin
America Fund are non-diversified  series of an open-end  management,  investment
company.

As a matter of fundamental policy, each Fund will not:

     a)   borrow  money,   except  as  permitted  under  the  1940  Act  and  as
          interpreted or modified by regulatory  authority  having  jurisdiction
          from time to time;

     b)   issue senior securities, except as permitted under the 1940 Act and as
          interpreted or modified by regulatory  authority having  jurisdiction,
          from time to time;

     c)   purchase  physical  commodities  or  contracts  relating  to  physical
          commodities;

     d)   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;

     e)   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 a Fund
          reserves freedom of action to hold and to sell real estate acquired as
          a result of the Fund's ownership of securities;

     f)   make loans except as permitted under the 1940 Act, as amended,  and as
          interpreted or modified by regulatory  authority having  jurisdiction,
          from time to time; or

     g)   concentrate its investments in a particular industry,  as that term is
          used in the 1940 Act,  and as  interpreted  or modified by  regulatory
          authority having jurisdiction, from time to time.

If a percentage  restriction  is adhered to at the time of  investment,  a later
increase or decrease in percentage  beyond that specified limit resulting from a
change in values or net assets will not be considered a violation.

As a matter of nonfundamental policy, each Fund will not:

1.   borrow money in an amount  greater than 5% of its total assets,  except (i)
     for  temporary  or  emergency  purposes  and (ii) by  engaging  in  reverse
     repurchase  agreements,  dollar rolls, or other investments or transactions
     described in the Fund's  registration  statement  which may be deemed to be
     borrowings;

2.   enter into either of reverse  repurchase  agreements  or dollar rolls in an
     amount greater than 5% of its total assets;

3.   purchase  securities on margin or make short sales,  except (i) short sales
     against the box, (ii) in connection with arbitrage transactions,  (iii) for
     margin  deposits in  connection  with futures  contracts,  options or other
     permitted  investments,  (iv) that  transactions  in futures  contracts and
     options shall not be deemed to constitute selling securities short, and (v)
     that the Fund may obtain such  short-term  credits as may be necessary  for
     the clearance of securities transactions;

4.   purchase  options,  unless the aggregate  premiums paid on all such options
     held by the Fund at any time do not exceed 20% of its total assets; or sell
     put  options,  if as a  result,  the  aggregate  value  of the  obligations
     underlying such put options would exceed 50% of its total assets;

5.   enter into futures contracts or purchase options thereon unless immediately
     after the purchase,  the value of the aggregate initial margin with respect
     to such  futures  contracts  entered  into on  behalf  of the  Fund and the
     premiums paid for such options on futures  contracts  does not exceed 5% of
     the fair market value of the Fund's total assets; provided that in the case
     of an option that is in-the-money at the time of purchase, the in-the-money
     amount may be excluded in computing the 5% limit;

                                       2
<PAGE>

6.   purchase  warrants if as a result,  such securities,  taken at the lower of
     cost or  market  value,  would  represent  more than 5% of the value of the
     Fund's  total  assets  (for this  purpose,  warrants  acquired  in units or
     attached to securities will be deemed to have no value); and

7. lend portfolio securities in an amount greater than 5% of its total assets.


INVESTMENT POLICIES AND TECHNIQUES



GENERAL.   Global  Blue  Chip  Fundseeks  long-term  capital  growth  through  a
diversified  worldwide  portfolio of  marketable  securities,  primarily  equity
securities,  including  common  stocks,  preferred  stocks  and debt  securities
convertible  into common stocks.  Emerging  Markets Growth  Fundseeks  long-term
capital growth  primarily  through equity  investment in emerging markets around
the globe.  Latin America Fund seeks to provide long-term  capital  appreciation
through investment primarily in the securities of Latin American issuers.


Descriptions  in  this  Statement  of  Additional  Information  of a  particular
investment  practice  or  technique  in which a Fund may  engage  (such as short
selling,  hedging,  etc.) or a financial  instrument  which a Fund may  purchase
(such as  options,  forward  foreign  currency  contracts,  etc.)  are  meant to
describe the spectrum of investments that the Adviser, in its discretion, might,
but is not required to, use in managing the Fund's portfolio assets. The Adviser
may,  in its  discretion,  at any  time,  employ  such  practice,  technique  or
instrument  for  one or  more  funds  but  not  for  all  funds  advised  by it.
Furthermore,  it is possible  that  certain  types of financial  instruments  or
investment  techniques  described  herein  may  not be  available,  permissible,
economically  feasible or effective for their intended  purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
a Fund but, to the extent  employed,  could,  from time to time, have a material
impact on the Fund's performance.

Each Fund may  engage in  futures,  options  and other  derivative  transactions
("Strategic  Transactions  and  Derivatives")  in accordance with its respective
investment  objectives  and  policies.  Each such Fund intends to engage in such
transactions if it appears to the Adviser to be advantageous  for the Fund to do
so in order to pursue its investment objective(s),  to hedge against the effects
of  fluctuation  in  interest  rates,  and also to hedge  against the effects of
market risks, but not for leveraging  purposes.  The use of futures and options,
and possible  benefits and  attendant  risks,  are discussed  below,  along with
information  concerning  other  investment  policies  and  techniques  to create
leveraged exposure in the Fund.


Global Blue Chip Fund.  Global  Blue Chip Fund seeks  long-term  capital  growth
through a diversified  worldwide portfolio of marketable  securities,  primarily
equity securities, including common stocks, preferred stocks and debt securities
convertible  into  common  stocks.  The Fund  invests  in equity  securities  of
companies which are incorporated in the U.S. and in foreign countries.  The Fund
will invest primarily in developed markets,  with a maximum of 15% of the Fund's
total  assets  invested  in  emerging  markets.  It also may  invest in the debt
securities of U.S. and foreign issuers. Income is an incidental consideration.


In pursuing its objective,  the Fund will emphasize investments in common stocks
of  large,  well  known  companies.  Companies  of this  general  type are often
referred to as "Blue Chip"  companies.  While specific  investment and financial
criteria may vary from market to market,  Blue Chip  companies  around the world
are generally  identified by the Adviser as having  substantial  capitalization,
established  financial history,  ready access to credit,  good industry position
and  superior  management  structure.  While  these  companies  may be among the
largest in their local markets, they may be small by the standards of U.S. stock
market  capitalization.  Global Blue Chip  companies  are  believed to generally
exhibit  less  investment  risk and less  price  volatility,  on  average,  than
companies  lacking  these  characteristics,   such  as  smaller,   less-seasoned
companies.  In  addition,  the large  market of  publicly  held  shares for such
companies  and the generally  higher  trading  volume in those shares  generally
result in a relatively high degree of liquidity for such investments.

The Fund invests in companies that the Adviser believes will benefit from global
economic  trends,  promising  technologies  or  products  and  specific  country
opportunities  resulting  from  changing  geopolitical,   currency  or  economic
relationships.  The  Fund's  global  framework  allows it to take  advantage  of
investment  opportunities created by the growing integration of economies around
the world.  The Fund offers  investors  access to  opportunities  wherever  they
arise, without being constrained by location of a company's  headquarters or the
trading market for its shares.

                                       3
<PAGE>


It is expected that  investments will be spread broadly around the world with an
emphasis on developed  economies and capital  markets.  The Fund will usually be
invested in securities of issuers  located in at least three  countries,  one of
which may be the U.S. The Fund may be invested 100% in non-U.S. issuers, and for
temporary  defensive  purposes may be invested  100% in U.S.  issuers,  although
under normal circumstances it is expected that both foreign and U.S. investments
will be represented  in the Fund's  portfolio.  It is expected that  investments
will include  securities of companies of varying  sizes,  as measured by assets,
sales, income or market capitalization.

The Fund generally invests in equity securities of established  companies listed
on U.S.  or foreign  securities  exchanges,  but also may  invest in  securities
traded over-the-counter.  It also may invest in debt securities convertible into
common  stock,  and  convertible  and   non-convertible   preferred  stock,  and
fixed-income  securities of governments,  governmental  agencies,  supranational
agencies and companies when the Adviser  believes the potential for appreciation
will equal or exceed that available from investments in equity securities. These
debt  and  fixed-income   securities  will  be  predominantly   investment-grade
securities, that is, those rated Aaa, Aa, A or Baa by Moody's Investor Services,
Inc.  ("Moody's")  or AAA,  AA, A or BBB by Standard & Poor's  Ratings  Services
("S&P") or those of equivalent  quality as  determined by the Adviser.  The Fund
may not invest more than 5% of its total assets in debt securities  rated Baa or
below by  Moody's,  or BBB or below by S&P or  deemed  by the  Adviser  to be of
comparable quality (commonly referred to as "high yield" or "junk" bonds).


The Fund  may  invest  in zero  coupon  securities.  In  addition,  fixed-income
securities may be held without limit for temporary  defensive  purposes when the
Adviser believes market conditions so warrant and for temporary  investment.  It
is impossible to accurately predict how long such alternative  strategies may be
utilized. Similarly, the Fund may invest in cash equivalents (including domestic
and foreign money market instruments, such as bankers' acceptances, certificates
of deposit,  commercial paper,  short-term  government and corporate obligations
and repurchase  agreements) for temporary  defensive purposes and for liquidity.
The  Fund  may  invest  in  closed-end   investment  companies  holding  foreign
securities,  as well as shares of closed-end  investment  companies  that invest
primarily in emerging market debt securities.  In addition,  the Fund may engage
in strategic transactions, which may include derivatives.

The Fund may invest in REITs.  REITs are sometimes  informally  characterized as
equity REITs,  mortgage REITs and hybrid REITs.  Investment in REITs may subject
the Fund to risks associated with the direct  ownership of real estate,  such as
decreases in real estate values,  overbuilding,  increased competition and other
risks related to local or general  economic  conditions,  increases in operating
costs and  property  taxes,  changes in zoning  laws,  casualty or  condemnation
losses, possible environmental  liabilities,  regulatory limitations on rent and
fluctuations  in rental income.  Equity REITs generally  experience  these risks
directly  through fee or leasehold  interests,  whereas mortgage REITs generally
experience  these  risks  indirectly  through  mortgage  interests,  unless  the
mortgage REIT  forecloses  on the  underlying  real estate.  Changes in interest
rates may also affect the value of the Fund's investment in REITs. For instance,
during  periods of declining  interest  rates,  certain  mortgage REITs may hold
mortgages that the mortgagors elect to prepay, which prepayment may diminish the
yield on securities issued by those REITs.


Certain REITs have  relatively  small market  capitalization,  which may tend to
increase the  volatility of the market price of their  securities.  Furthermore,
REITs  are  dependent  upon   specialized   management   skills,   have  limited
diversification and are,  therefore,  subject to risks inherent in operating and
financing a limited number of projects. REITs are also subject toheavy cash flow
dependency,  defaults by borrowers and the possibility of failing to qualify for
tax-free  pass-through  of income  under the Internal  Revenue Code of 1986,  as
amended  (the  "Code")  and  to  maintain   exemption   from  the   registration
requirements of the 1940 Act. By investing in REITs indirectly through the Fund,
a shareholder will bear not only his or her proportionate  share of the expenses
of the Fund, but also,  indirectly,  similar expenses of the REITs. In addition,
REITs  depend  generally  on  their  ability  to  generate  cash  flow  to  make
distributions to shareholders. The value invested in REITs will not exceed 5% of
the value of the Fund's total assets.

Emerging  Markets  Growth Fund.  Emerging  Markets  Growth Fund seeks  long-term
capital growth  primarily  through equity  investment in emerging markets around
the globe.


The Fund will invest in the Asia-Pacific region,  Latin America,  less developed
nations in Europe, the Middle East and Africa, focusing investments in countries
and regions where there appear to be the best value and appreciation  potential,
subject to considerations  of portfolio  diversification  and liquidity.  In the
opinion of the Adviser,  many  emerging  nations  around the globe are

                                       4
<PAGE>

likely to continue to experience  economic  growth rates well in excess of those
found in the U.S.,  Japan and other  developed  markets.  In the  opinion of the
Adviser,  this  economic  growth  should  translate  into  strong  stock  market
performance over the long term.

The Fund's net asset value can  fluctuate  significantly  with  changes in stock
market levels, political developments, movements in currencies, investment flows
and other factors.

At  least  65% of the  Fund's  total  assets  will  be  invested  in the  equity
securities of emerging market issuers.  The Fund considers "emerging markets" to
include any country that is defined as an emerging or developing  economy by any
one of the following:  the International Bank for Reconstruction and Development
(i.e.,  the World Bank),  the  International  Finance  Corporation or the United
Nations or its authorities.  The Fund intends to allocate its investments  among
issuers located in at least three countries at all times, and does not expect to
concentrate in any particular industry. There is no limitation,  however, on the
amount the Fund can invest in a specific country or region of the world.

The Fund deems an issuer to be located in an emerging market if:

     o    the issuer is organized under the laws of an emerging market country;

     o    the issuer's  principal  securities  trading  market is in an emerging
          market; or

     o    at least 50% of the issuer's non-current assets, capitalization, gross
          revenue or profit in any one of the two most  recent  fiscal  years is
          derived (directly or indirectly  through  subsidiaries) from assets or
          activities located in emerging markets.


The Fund's equity  investments  include  common stock,  preferred  stock (either
convertible  or  non-convertible),  depository  receipts  and  warrants.  Equity
securities  may also be purchased  through  rights.  Securities may be listed on
securities exchanges, traded over-the-counter,  or have no organized market. The
Fund may invest in illiquid securities.


The Fund may  invest  up to 35% of its  total  assets  in  emerging  market  and
domestic debt securities if the Adviser determines that the capital appreciation
of debt  securities  is likely to equal or exceed the  capital  appreciation  of
equity  securities.  Debt  instruments  held by the Fund take the form of bonds,
notes, bills,  debentures,  convertible securities,  warrants, bank obligations,
short-term paper, loan participations, loan assignments, and trust interests.

Under normal market  conditions,  the Fund may invest up to 35% of its assets in
equity  securities  of  issuers  in the U.S.  and other  developed  markets.  In
evaluating the  appropriateness  of such  investments  for the Fund, the Adviser
takes into account the  issuer's  involvement  in the  emerging  markets and the
potential  impact of that  involvement  on business  results.  The Fund may also
purchase  securities on a when-issued or forward  delivery basis, and may engage
in various  strategic  transactions,  including  derivatives.  In  addition,  to
maintain liquidity,  the Fund may borrow from banks. The Fund does not expect to
borrow for investment purposes.

For  temporary  defensive  purposes,  the Fund may  hold,  without  limit,  debt
instruments as well as cash and cash equivalents, including foreign and domestic
money market instruments,  short-term government and corporate obligations,  and
repurchase agreements.  It is impossible to accurately predict for how long such
alternative  strategies will be utilized. The Fund may also invest in closed-end
investment   companies  investing  primarily  in  the  emerging  markets.   Such
closed-end  investment  company  investments  will  generally  only be made when
market  access or liquidity  considerations  restrict  direct  investment in the
market.

The Adviser takes a top-down  approach to evaluating  investments  for the Fund,
using extensive fundamental and field research.  The process begins with a study
of  the  economic  fundamentals  of  each  country  and  region  as  well  as an
examination  of  regional  themes  such as growing  trade,  increases  in direct
foreign investment and deregulation of capital markets.  Understanding  regional
themes allows the Adviser to identify the  industries  and companies most likely
to benefit from the  political,  social and economic  changes  taking place in a
given region of the world.

Within a market,  the Adviser looks for individual  companies  with  exceptional
business  prospects,  which may be due to market dominance,  unique  franchises,
high growth potential,  or innovative  services,  products or technologies.  The
Adviser seeks to identify

                                       5
<PAGE>

companies with favorable potential for appreciation  through growing earnings or
greater market  recognition  over time.  While these  companies may be among the
largest in their local markets, they may be small by the standards of U.S. stock
market capitalization.

Latin  America  Fund.  Latin  America  Fund seeks to provide  long-term  capital
appreciation  through  investment  primarily in the securities of Latin American
issuers.

The Fund seeks to benefit from economic and political trends emerging throughout
Latin America.  These trends are supported by governmental  initiatives designed
to promote freer trade and market-oriented  economies. The Adviser believes that
efforts by Latin American  countries to, among other things,  reduce  government
spending  and  deficits,  control  inflation,  lower trade  barriers,  stabilize
currency exchange rates,  increase foreign and domestic investment and privatize
state-owned  companies,  will help support  attractive  investment  returns over
time.


In seeking its objective to provide  long-term  capital  appreciation,  the Fund
normally  invests  at least 65% of its total  assets  in Latin  American  equity
securities.  For  purposes  of this  restriction,  Latin  America  is defined as
Mexico,  Central  America,  South America and the islands of the Caribbean.  The
Fund defines securities of Latin American issuers as follows:


     o    Securities of companies  organized  under the laws of a Latin American
          country or for which the  principal  securities  trading  market is in
          Latin America;

     o    Securities  issued or  guaranteed  by the  government  of a country in
          Latin   America,   its   agencies  or   instrumentalities,   political
          subdivisions or the central bank of such country;

     o    Securities of companies,  wherever organized,  when at least 50% of an
          issuer's non-current assets,  capitalization,  gross revenue or profit
          in any one of the two most recent fiscal years represents (directly or
          indirectly through subsidiaries) assets or activities located in Latin
          America; or

     o    Securities of Latin American issuers, as defined above, in the form of
          depositary shares.


Although the Fund may  participate in markets  throughout  Latin America,  under
present  conditions  the Fund  expects to focus its  investments  in  Argentina,
Brazil, Chile,  Colombia,  Mexico and Peru. In the opinion of the Adviser, these
six countries  offer the most developed  capital  markets in Latin America.  The
Fund may invest in other  countries in Latin  America when the Adviser  deems it
appropriate.  The Fund  intends to  allocate  investments  among at least  three
countries at all times.


The Fund's equity  investments  include  common stock,  preferred  stock (either
convertible or non-convertible),  depositary receipts and warrants. These may be
restricted  securities and may also be purchased through rights.  Securities may
be listed on securities exchanges, traded over-the-counter, or have no organized
market.

The Fund may invest in debt  securities  when  management  anticipates  that the
potential for capital  appreciation  is likely to equal or exceed that of equity
securities.  Capital  appreciation in debt securities may arise from a favorable
change in relative foreign exchange rates, in relative  interest rate levels, or
in the creditworthiness of issuers.  Receipt of income from such debt securities
is incidental to the Fund's objective of long-term  capital  appreciation.  Most
debt  securities in which the Fund invests are not rated.  When debt  securities
are rated,  it is expected that such ratings will generally be below  investment
grade; that is, rated below Baa by Moody's or below BBB by S&P, or deemed by the
Adviser to be of comparable quality (commonly referred to as "junk" bonds).

The Fund may invest up to 35% of its total  assets in the equity  securities  of
U.S. and other non-Latin  American issuers.  In this regard, the Fund will focus
on larger, multinational corporations,  which generally will comprise as much as
15% of the Fund's total assets. In evaluating  non-Latin  American  investments,
the  Adviser  generally  seeks  investments  where an  issuer's  Latin  American
business  activities and the impact of  developments in Latin America may have a
positive and significant effect on the issuer's business results.

                                       6
<PAGE>

In selecting  companies for investment,  the Fund typically  evaluates  industry
trends, a company's financial strength, its competitive position in domestic and
export markets, technology, recent developments and profitability, together with
overall growth  prospects.  Other  considerations  generally include quality and
depth of management,  government regulation,  and availability and cost of labor
and raw  materials.  Investment  decisions are made without  regard to arbitrary
criteria as to minimum  asset size,  level of sales or the  dividend  history of
companies.

The allocation  between  equity and debt, and among  countries in Latin America,
varies based on a number of factors,  including:  expected rates of economic and
corporate profit growth; past performance and current and comparative valuations
in Latin  American  capital  markets;  the level and  anticipated  direction  of
interest  rates;  changes or anticipated  changes in Latin  American  government
policy; and the condition of the balance of payments and changes in the terms of
trade. The Fund, in seeking undervalued markets or individual  securities,  also
considers the effects of past economic crises or ongoing financial and political
uncertainties.

To provide for  redemptions,  or in anticipation of investment in Latin American
securities,  the Fund may hold  cash or cash  equivalents  (in U.S.  dollars  or
foreign  currencies)  and other  short-term  securities,  including money market
securities  denominated in U.S. dollars or foreign currencies.  In addition,  to
provide for redemptions or  distributions,  the Fund may borrow from banks.  The
Fund does not expect to borrow for  investment  purposes.  The Fund may assume a
defensive  position  when,  due to  political  or  other  factors,  the  Adviser
determines that opportunities for capital appreciation in Latin American markets
would be  significantly  limited  over an extended  period or that  investing in
those  markets  poses  undue  risk to  investors.  The Fund may,  for  temporary
defensive  purposes,  invest up to 100% of its  assets in cash and money  market
instruments  or invest all or a portion of its assets in  securities  of U.S. or
other  non-Latin  American  issuers  when  the  Adviser  deems  such a  position
advisable in light of economic or market conditions. It is impossible to predict
accurately for how long such  alternative  strategies may be utilized.  The Fund
may also invest in closed-end  investment companies investing primarily in Latin
America.   In  addition,   the  Fund  may  invest  in  loan  participations  and
assignments,  when-issued  securities,  convertible  securities  and  repurchase
agreements and may engage in strategic transactions.


MASTER/FEEDER  FUND  STRUCTURE.  The Board of Directors may  determine,  without
further  shareholder  approval,  in the future that the  objectives of each Fund
would  be  achieved  more  effectively  by  investing  in  a  master  fund  in a
master/feeder  fund structure.  A master/feeder fund structure is one in which a
fund (a  "feeder  fund"),  instead  of  investing  directly  in a  portfolio  of
securities,  invests  all of its  investment  assets  in a  separate  registered
investment  company (the "master fund") with  substantially  the same investment
objective and policies as the feeder fund. Such a structure  permits the pooling
of assets of two or more feeder funds in the master fund in an effort to achieve
possible  economies of scale and  efficiencies  in portfolio  management,  while
preserving  separate  identities  or  distribution  channels  at the feeder fund
level.  An  existing  investment  company is able to convert to a feeder fund by
selling all of its investments,  which involves  brokerage and other transaction
costs and the realization of taxable gain or loss, or by contributing its assets
to the master  fund and  possibly  avoiding  transaction  costs and,  in certain
circumstances, the realization of taxable gain or loss.

INTERFUND BORROWING AND LENDING PROGRAM. Each Fund has received exemptive relief
from the SEC which  permits  the Fund to  participate  in an  interfund  lending
program among certain investment companies advised by the Adviser. The interfund
lending  program  allows the  participating  funds to borrow money from and loan
money to each other for temporary or emergency purposes.  The program is subject
to a number of conditions designed to ensure fair and equitable treatment of all
participating  funds,  including  the  following:  (1) no fund may borrow  money
through the program  unless it receives a more  favorable  interest  rate than a
rate  approximating  the  lowest  interest  rate at which  bank  loans  would be
available to any of the participating  funds under a loan agreement;  and (2) no
fund may lend money  through  the program  unless it  receives a more  favorable
return than that available from an investment in repurchase  agreements  and, to
the extent applicable, money market cash sweep arrangements. In addition, a fund
may participate in the program only if and to the extent that such participation
is consistent with the fund's investment  objectives and policies (for instance,
money market  funds would  normally  participate  only as lenders and tax exempt
funds only as borrowers).  Interfund loans and borrowings may extend  overnight,
but could  have a maximum  duration  of seven  days.  Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed.  Any delay in repayment to a lending
fund could result in a lost  investment  opportunity  or additional  costs.  The
program is subject to the  oversight  and  periodic  review of the Boards of the
participating  funds.  To the extent the Fund is actually  engaged in  borrowing
through the interfund lending program,  the Fund, as a matter of non-fundamental
policy,  may not borrow for other than temporary or emergency  purposes (and not
for  leveraging),  except  that  the  Fund  may  engage  in  reverse  repurchase
agreements and dollar rolls for any purpose.

                                       7
<PAGE>

Repurchase  Agreements.  Each Fund may enter  into  repurchase  agreements  with
member  banks  of the  Federal  Reserve  System,  any  foreign  bank or with any
domestic or foreign  broker/dealer which is recognized as a reporting government
securities dealer, if the creditworthiness of the bank or broker/dealer has been
determined by the Adviser to be at least as high as that of other  obligations a
Fund may purchase.

A repurchase  agreement  provides a means for a Fund to earn income on funds for
periods as short as overnight.  It is an  arrangement  under which the purchaser
(i.e., a Fund) acquires a debt security ("Obligation") and the seller agrees, at
the time of sale, to repurchase  the  Obligation at a specified  time and price.
Securities  subject to a repurchase  agreement are held in a segregated  account
and the value of such securities is kept at least equal to the repurchase  price
on a daily basis.  The repurchase  price may be higher than the purchase  price,
the difference being income to a Fund, or the purchase and repurchase prices may
be the same,  with  interest at a stated rate due to a Fund,  together  with the
repurchase  price  on  repurchase.  In  either  case,  the  income  to a Fund is
unrelated to the interest rate on the  Obligation  itself.  Obligations  will be
physically  held by the Fund's  custodian  or in the Federal  Reserve Book Entry
system.


It is not clear  whether a court would  consider the  Obligation  purchased by a
Fund  subject to a  repurchase  agreement as being owned by the Fund or as being
collateral  for  the  loan  by the  Fund  to the  seller.  In the  event  of the
commencement of bankruptcy or insolvency  proceedings with respect to the seller
of the  Obligation  before  repurchase  of the  Obligation  under  a  repurchase
agreement,  a Fund may encounter delay and incur costs before being able to sell
the  security.  Delays may  involve  loss of interest or decline in price of the
Obligation.  If the court characterizes the transaction as a loan and a Fund has
not perfected a security interest in the Obligation, the Fund may be required to
return the  Obligation  to the  seller's  estate and be treated as an  unsecured
creditor of the seller.  As an  unsecured  creditor,  a Fund would be at risk of
losing some or all of the principal and income involved in the  transaction.  As
with any unsecured  debt  instrument  purchased for a Fund, the Adviser seeks to
minimize  the  risk of loss  through  repurchase  agreements  by  analyzing  the
creditworthiness of the obligor,  in this case the seller of the Obligation,  in
which case the Fund may incur a loss if the  proceeds to the Fund of the sale to
a third  party  are  less  than the  repurchase  price.  Apart  from the risk of
bankruptcy or insolvency proceedings, there is also the risk that the seller may
fail to repurchase the security.  However, if the market value of the Obligation
subject to the  repurchase  agreement  becomes  less than the  repurchase  price
(including interest), a Fund will direct the seller of the Obligation to deliver
additional  securities so that the market value of all securities subject to the
repurchase  agreement will equal or exceed the repurchase  price. It is possible
that a Fund will be unsuccessful in seeking to enforce the seller's  contractual
obligation to deliver additional securities.

For Global  Blue Chip Fund,  repurchase  agreements  with  foreign  banks may be
available  with  respect to  government  securities  of the  particular  foreign
jurisdiction, and such repurchase agreements involve risks similar to repurchase
agreements with U.S. entities.

Reverse  Repurchase  Agreements.  Each Fund may enter into  "reverse  repurchase
agreements,"  which are repurchase  agreements in which a Fund, as the seller of
the securities, agrees to repurchase them at an agreed time and price. Each Fund
maintains a segregated account in connection with outstanding reverse repurchase
agreements.  A Fund will enter into reverse repurchase  agreements only when the
Adviser  believes that the interest  income to be earned from the  investment of
the proceeds of the transaction will be greater than the interest expense of the
transaction.

Common Stocks. Each Fund may invest in common stocks.  Common stock is issued by
companies to raise cash for business  purposes  and  represents a  proportionate
interest in the issuing companies. Therefore, a Fund participates in the success
or failure of any company in which it holds stock.  The market  values of common
stock can fluctuate  significantly,  reflecting the business  performance of the
issuing  company,  investor  perception and general economic or financial market
movements.  Smaller  companies are  especially  sensitive to these  factors.  An
investment in common stock entails greater risk of becoming  valueless than does
an investment in fixed-income securities.  Despite the risk of price

                                       8
<PAGE>

volatility,  however,  common  stock also  offers  the  greatest  potential  for
long-term gain on investment, compared to other classes of financial assets such
as bonds or cash equivalents.

Debt  Securities.  Each Fund may purchase  "investment-grade"  bonds,  which are
those  rated Aaa,  Aa, A or Baa by  Moody's  or AAA,  AA, A or BBB by S&P or, if
unrated,  judged to be of equivalent quality as determined by the Adviser. Bonds
rated  Baa or BBB may  have  speculative  elements  as well as  investment-grade
characteristics.  Securities  rated  below  Baa by  Moody's  or below BBB by S&P
usually entail greater risk  (including the possibility of default or bankruptcy
of the issuers of such  securities),  generally  involve  greater  volatility of
price and risk of principal and income, and may be less liquid,  than securities
in the higher rating  categories.  Securities rated C by Moody's or D by S&P may
be in default with respect to payment of principal or interest.  Such securities
carry a high degree of risk and are considered speculative. (See "Appendix").

Global  Blue  Chip  Fund may not  invest  more  than 5% of its  total  assets in
securities rated Baa/BBB or below or in unrated securities of equivalent quality
in the Adviser's judgment The Fund may invest in debt securities which are rated
as low as C by Moody's or D by S&P.


Latin  America Fund  (subject to a limit of no more than 10% of its total assets
invested in bonds rated B or lower) and  Emerging  Markets  Growth Fund may each
also purchase debt  securities  which are rated below  investment-grade  and may
invest in  securities  which are rated C by Moody's or D by S&P or securities of
comparable quality in the Adviser's judgment.

Emerging  Markets Growth Fund will not purchase the securities of any issuer if,
as a result, more than 35% of the Fund's total assets would be invested in below
investment-grade securities or unrated securities of equivalent quality.


The Adviser  expects that a significant  portion of the Emerging  Markets Growth
Fund's bond  investments  will be purchased  at a discount to par value.  To the
extent  developments in emerging markets result in improving credit fundamentals
and rating upgrades for countries in emerging markets, the Adviser believes that
there is the potential for capital  appreciation  as the improving  fundamentals
become reflected in the price of the debt instruments. The Adviser also believes
that  a   country's   sovereign   credit   rating   (with   respect  to  foreign
currency-denominated  issues)  acts as a  "ceiling"  on the  rating  of all debt
issuers from that country.  Thus, the ratings of private sector companies cannot
be higher than that of their home countries. The Adviser believes, however, that
many  companies in emerging  market  countries,  if rated on a stand alone basis
without  regard to the rating of the home  country,  possess  fundamentals  that
could justify a higher credit rating,  particularly  if they are major exporters
and receive the bulk of their revenues in U.S. dollars or other hard currencies.
The Adviser seeks to identify such  opportunities  and benefit from this type of
market inefficiency.

Certain Latin  American  countries  are among the largest  debtors to commercial
banks and foreign governments.  Trading in debt obligations issued or guaranteed
by Latin American governments or their agencies or instrumentalities  involves a
high degree of risk.  The  governmental  entity that  controls the  repayment of
sovereign debt may not be willing or able to repay the principal and/or interest
when due in  accordance  with  the  terms of such  obligations.  A  governmental
entity's  willingness or ability to repay principal and interest due in a timely
manner  may be  affected  by,  among  other  factors,  its cash flow  situation,
dependence  on  expected  disbursements  from third  parties,  the  governmental
entity's  policy  towards  the  International  Monetary  Fund and the  political
constraints  to  which  a  governmental  entity  may be  subject.  As a  result,
governmental  entities may default on their sovereign debt. Holders of sovereign
debt  (including  Latin  America  Fund) may be requested to  participate  in the
rescheduling of such debt and to extend further loans to governmental  entities.
There is no bankruptcy  proceeding by which sovereign debt on which governmental
entities have defaulted may be collected in whole or in part.


High Yield, High Risk Securities.  Below investment grade  securities,  commonly
referred to as "junk  bonds,"  (rated below Baa by Moody's and below BBB by S&P)
or unrated securities of equivalent quality in the Adviser's  judgment,  carry a
high degree of risk  (including the  possibility of default or bankruptcy of the
issuers of such securities),  generally involve greater  volatility of price and
risk of principal  and income,  and may be less liquid,  than  securities in the
higher rating categories and are considered  speculative.  The lower the ratings
of such debt  securities,  the  greater  their  risks  render  them like  equity
securities.  See the Appendix to this Statement of Additional  Information for a
more complete  description of the ratings assigned by ratings  organizations and
their respective characteristics.

An economic  downturn could disrupt the high-yield market and impair the ability
of issuers to repay principal and interest.  Also, an increase in interest rates
would likely have a greater adverse impact on the value of such obligations than
on higher  quality  debt  securities.  During an economic  downturn or period of
rising interest rates,  highly leveraged issues may experience  financial stress
which could  adversely  affect  their  ability to service  their  principal  and
interest payment  obligations.  Prices and yields of high-yield  securities will
fluctuate over time and, during periods of economic  uncertainty,  volatility of
high-yield

                                       9
<PAGE>

securities  may  adversely  affect  a  Fund's  net  asset  value.  In  addition,
investments  in  high-yield  zero  coupon  or  pay-in-kind  bonds,  rather  than
income-bearing high-yield securities, may be more speculative and may be subject
to greater fluctuations in value due to changes in interest rates.

The  trading  market for  high-yield  securities  may be thin to the extent that
there is no established retail secondary market. A thin trading market may limit
the ability of a Fund to accurately value high-yield securities in its portfolio
and to dispose of those securities.  Adverse publicity and investor  perceptions
may decrease the values and liquidity of high-yield securities. These securities
may also involve special registration  responsibilities,  liabilities and costs,
and liquidity and valuation difficulties.

Credit  quality in the  high-yield  securities  market can change  suddenly  and
unexpectedly,  and even recently issued credit ratings may not fully reflect the
actual risks posed by a particular high-yield security. For these reasons, it is
the  policy  of the  Adviser  not to  rely  exclusively  on  ratings  issued  by
established credit rating agencies,  but to supplement such ratings with its own
independent and on-going  review of credit quality.  The achievement of a Fund's
investment  objective by investment in such  securities may be more dependent on
the Adviser's credit analysis than is the case for higher quality bonds.  Should
the rating of a portfolio  security be  downgraded,  the Adviser will  determine
whether  it is in the best  interest  of a Fund to  retain  or  dispose  of such
security.

Prices for below investment-grade  securities may be affected by legislative and
regulatory developments. For example, new federal rules require savings and loan
institutions to gradually reduce their holdings of this type of security.  Also,
recent legislation restricts the issuer's tax deduction for interest payments on
these  securities.  Such  legislation  may  significantly  depress the prices of
outstanding  securities of this type. For more information  regarding tax issues
related to high-yield securities (see "TAXES").


Global  Blue Chip Fund will  invest no more than 5% of its total  assets in debt
securities rated BBB or Baa or below or in unrated securities.  Emerging Markets
Growth  Fund may  invest  in debt  securities  with  varying  degrees  of credit
quality.  The Fund may  invest in  securities  whose  quality is  comparable  to
securities  rated as low as D by S&P or C by Moody's.  Latin  America  Fund will
invest no more  than 10% of its net  assets  in  securities  rated B or lower by
Moody's or S&P, and may invest in securities rated C by Moody's or D by S&P.


Illiquid SECURITIES.  Each Fund may occasionally  purchase securities other than
in  the  open  market.   While  such   purchases  may  often  offer   attractive
opportunities  for  investment not otherwise  available on the open market,  the
securities  so  purchased  are  often  "restricted   securities,"  "not  readily
marketable," or "illiquid" restricted securities,  i.e., which cannot be sold to
the public  without  registration  under the  Securities  Act of 1933 (the "1933
Act") or the availability of an exemption from  registration  (such as Rules 144
or 144A) or because they are subject to other legal or contractual  delays in or
restrictions on resale.


The  absence of a trading  market can make it  difficult  to  ascertain a market
value for  illiquid  securities.  Disposing of illiquid  securities  may involve
time-consuming  negotiation  and  legal  expenses,  and it may be  difficult  or
impossible  for a Fund to sell them promptly at an acceptable  price.  Each Fund
may have to bear the extra expense of registering such securities for resale and
the risk of  substantial  delay in  effecting  such  registration.  Also  market
quotations are less readily available.  The judgment of the Adviser may at times
play a greater role in valuing these  securities than in the case of more liquid
securities.


Generally  speaking,  restricted  securities  may be  sold in the  U.S.  only to
qualified  institutional  buyers, or in a privately negotiated  transaction to a
limited number of purchasers, or in limited quantities after they have been held
for a  specified  period of time and other  conditions  are met  pursuant  to an
exemption from  registration,  or in a public  offering for which a registration
statement  is in  effect  under  the 1933  Act.  A Fund may be  deemed  to be an
"underwriter" for purposes of the 1933 Act when selling restricted securities to
the  public,  and in such  event a Fund  may be  liable  to  purchasers  of such
securities  if  the  registration  statement  prepared  by  the  issuer,  or the
prospectus forming a part of it, is materially inaccurate or misleading.

INVESTMENT  COMPANY  SECURITIES.  Each  Fund  may  acquire  securities  of other
investment  companies to the extent consistent with its investment objective and
subject to the  limitations of the 1940 Act. The Fund will  indirectly  bear its
proportionate share of any management fees and other expenses paid by such other
investment companies.

For example, the Fund may invest in a variety of investment companies which seek
to track the  composition  and  performance  of  specific  indexes or a specific
portion of an index.  These  index-based  investments hold  substantially all of
their assets in securities representing their specific index.  Accordingly,  the
main risk of investing in index-based  investments is the same as investing in a
portfolio  of equity  securities  comprising  the index.  The  market  prices of
index-based  investments  will fluctuate in

                                       10
<PAGE>

accordance with both changes in the market value of their  underlying  portfolio
securities and due to supply and demand for the  instruments on the exchanges on
which they are  traded  (which  may  result in their  trading  at a discount  or
premium to their NAVs).  Index-based  investments may not replicate  exactly the
performance of their specified index because of transaction costs and because of
the temporary unavailability of certain component securities of the index.

Examples of index-based investments include:

SPDRs(R):  SPDRs,  an acronym for "Standard & Poor's  Depositary  Receipts," are
based on the S&P 500  Composite  Stock Price Index.  They are issued by the SPDR
Trust,  a unit  investment  trust that  holds  shares of  substantially  all the
companies  in the S&P 500 in  substantially  the  same  weighting  and  seeks to
closely track the price performance and dividend yield of the Index.

MidCap  SPDRs(R):  MidCap SPDRs are based on the S&P MidCap 400 Index.  They are
issued by the MidCap SPDR Trust, a unit investment  trust that holds a portfolio
of securities  consisting of  substantially  all of the common stocks in the S&P
MidCap 400 Index in substantially  the same weighting and seeks to closely track
the price performance and dividend yield of the Index.

Select Sector SPDRs(R):  Select Sector SPDRs are based on a particular sector or
group of  industries  that are  represented  by a specified  Select Sector Index
within the Standard & Poor's Composite Stock Price Index. They are issued by The
Select Sector SPDR Trust, an open-end  management  investment  company with nine
portfolios  that each seeks to closely track the price  performance and dividend
yield of a particular Select Sector Index.

DIAMONDS(SM):  DIAMONDS are based on the Dow Jones Industrial Average(SM).  They
are issued by the DIAMONDS Trust, a unit investment trust that holds a portfolio
of all the component common stocks of the Dow Jones Industrial Average and seeks
to closely track the price performance and dividend yield of the Dow.

Nasdaq-100 Shares: Nasdaq-100 Shares are based on the Nasdaq 100 Index. They are
issued by the Nasdaq-100  Trust, a unit investment  trust that holds a portfolio
consisting of substantially  all of the securities,  in  substantially  the same
weighting,  as the component stocks of the Nasdaq-100 Index and seeks to closely
track the price performance and dividend yield of the Index.

WEBs(SM):  WEBs, an acronym for "World Equity Benchmark Shares," are based on 17
country-specific  Morgan Stanley Capital International  Indexes. They are issued
by the WEBs Index Fund,  Inc., an open-end  management  investment  company that
seeks to generally  correspond to the price and yield  performance of a specific
Morgan Stanley Capital International Index.

Zero Coupon Securities. Each Fund may invest in zero coupon securities which pay
no cash  income  and are  sold at  substantial  discounts  from  their  value at
maturity.  When  held to  maturity,  their  entire  income,  which  consists  of
accretion of  discount,  comes from the  difference  between the issue price and
their value at maturity.  Zero coupon  securities  are subject to greater market
value  fluctuations  from  changing  interest  rates  than debt  obligations  of
comparable  maturities which make current distributions of interest (cash). Zero
coupon  securities which are convertible into common stock offer the opportunity
for capital  appreciation  as increases  (or  decreases) in market value of such
securities  closely  follow the movements in the market value of the  underlying
common stock. Zero coupon  convertible  securities  generally are expected to be
less volatile than the underlying common stocks, as they usually are issued with
maturities  of 15 years or less and are issued with  options  and/or  redemption
features  exercisable  by the holder of the  obligation  entitling the holder to
redeem the obligation and receive a defined cash payment.

Zero coupon securities  include securities issued directly by the U.S. Treasury,
and U.S.  Treasury  bonds or notes  and their  unmatured  interest  coupons  and
receipts for their underlying principal ("coupons") which have been separated by
their holder,  typically a custodian bank or investment brokerage firm. A holder
will separate the interest coupons from the underlying  principal (the "corpus")
of the U.S.  Treasury  security.  A number of  securities  firms and banks  have
stripped  the  interest  coupons and  receipts and then resold them in custodial
receipt  programs with a number of different names,  including  "Treasury Income
Growth   Receipts"   (TIGRS(TM))   and  Certificate  of  Accrual  on  Treasuries
(CATS(TM)).  The underlying U.S. Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e.,  unregistered  securities  which are owned  ostensibly  by the  bearer or
holder  thereof),  in trust on  behalf of the  owners  thereof.  Counsel  to the
underwriters  of these  certificates or other evidences of ownership of the U.S.
Treasury  securities have stated that, for federal tax and securities  purposes,
in their opinion  purchasers of such  certificates,  such as a Fund, most likely
will  be  deemed  the  beneficial  holder  of  the  underlying  U.S.  Government
securities.  Each Fund  understands that the staff of the Division of Investment

                                       11
<PAGE>

Management  of the  Securities  and  Exchange  Commission  (the "SEC") no longer
considers such privately stripped obligations to be U.S. Government  securities,
as defined in the 1940 Act; therefore,  the Fund intends to adhere to this staff
position  and will not treat  such  privately  stripped  obligations  to be U.S.
Government  securities for the purpose of determining if a Fund is "diversified"
under the 1940 Act.

The  U.S.  Treasury  has  facilitated  transfers  of  ownership  of zero  coupon
securities by accounting  separately for the beneficial  ownership of particular
interest coupon and corpus payments on Treasury  securities  through the Federal
Reserve  book-entry  record  keeping  system.  The  Federal  Reserve  program as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered  Interest and Principal of Securities."  Under the STRIPS program,
the Fund will be able to have its beneficial ownership of zero coupon securities
recorded directly in the book-entry  record-keeping  system in lieu of having to
hold  certificates  or other  evidences  of  ownership  of the  underlying  U.S.
Treasury securities.

When U.S.  Treasury  obligations have been stripped of their unmatured  interest
coupons  by the  holder,  the  principal  or corpus  is sold at a deep  discount
because the buyer  receives  only the right to receive a future fixed payment on
the  security  and does not  receive  any  rights to  periodic  interest  (cash)
payments.  Once  stripped  or  separated,  the  corpus and  coupons  may be sold
separately.  Typically,  the coupons are sold  separately  or grouped with other
coupons with like  maturity  dates and sold bundled in such form.  Purchasers of
stripped  obligations   acquire,  in  effect,   discount  obligations  that  are
economically  identical to the zero coupon  securities  that the Treasury  sells
itself (see "TAXES").

CONVERTIBLE SECURITIES. Each Fund may invest in convertible securities, that is,
bonds,  notes,  debentures,  preferred  stocks  and other  securities  which are
convertible into common stock. Investments in convertible securities can provide
an  opportunity  for capital  appreciation  and/or income  through  interest and
dividend payments by virtue of their conversion or exchange features.

The convertible securities in which a Fund may invest are either fixed income or
zero coupon debt  securities  which may be converted or exchanged at a stated or
determinable exchange ratio into underlying shares of common stock. The exchange
ratio for any particular  convertible security may be adjusted from time to time
due to stock splits,  dividends,  spin-offs,  other corporate  distributions  or
scheduled  changes  in the  exchange  ratio.  Convertible  debt  securities  and
convertible  preferred  stocks,  until converted,  have general  characteristics
similar to both debt and equity  securities.  Although  to a lesser  extent than
with debt securities generally, the market value of convertible securities tends
to decline as interest  rates  increase  and,  conversely,  tends to increase as
interest  rates  decline.  In addition,  because of the  conversion  or exchange
feature,  the market value of convertible  securities  typically  changes as the
market value of the underlying common stocks changes, and, therefore, also tends
to follow  movements  in the  general  market  for equity  securities.  A unique
feature of convertible  securities is that as the market price of the underlying
common stock declines,  convertible  securities tend to trade  increasingly on a
yield basis, and so may not experience  market value declines to the same extent
as the underlying  common stock.  When the market price of the underlying common
stock  increases,  the prices of the  convertible  securities  tend to rise as a
reflection of the value of the underlying common stock,  although  typically not
as much as the  underlying  common stock.  While no securities  investments  are
without risk,  investments in convertible  securities generally entail less risk
than investments in common stock of the same issuer.

As debt securities,  convertible  securities are investments which provide for a
stream of income (or in the case of zero coupon securities, accretion of income)
with  generally  higher  yields than  common  stocks.  Of course,  like all debt
securities,  there can be no assurance of income or principal  payments  because
the issuers of the  convertible  securities  may  default on their  obligations.
Convertible   securities  generally  offer  lower  yields  than  non-convertible
securities of similar quality because of their conversion or exchange features.

Convertible   securities   generally  are  subordinated  to  other  similar  but
non-convertible  securities of the same issuer,  although  convertible bonds, as
corporate debt  obligations,  enjoy  seniority in right of payment to all equity
securities,  and  convertible  preferred stock is senior to common stock, of the
same issuer.  However,  because of the subordination feature,  convertible bonds
and  convertible  preferred  stock  typically  have lower  ratings  than similar
non-convertible securities.

Convertible  securities  may be  issued  as fixed  income  obligations  that pay
current income or as zero coupon notes and bonds,  including Liquid Yield Option
Notes  ("LYONs"(TM)).  Zero coupon securities pay no cash income and are sold at
substantial discounts from their value at maturity. When held to maturity, their
entire  income,  which  consists  of  accretion  of  discount,  comes  from  the
difference  between  the issue price and their  value at  maturity.  Zero coupon
convertible  securities  offer  the  opportunity  for  capital  appreciation  as
increases (or decreases) in market value of such  securities  closely follow the
movements  in the market  value of the  underlying  common  stock.  Zero  coupon
convertible  securities  generally  are  expected to be less  volatile  than the
underlying common stocks as they usually are issued with shorter  maturities (15
years  or  less)  and  are  issued

                                       12
<PAGE>

with  options  and/or  redemption  features  exercisable  by the  holder  of the
obligation  entitling the holder to redeem the  obligation and receive a defined
cash payment.

FOREIGN CURRENCIES. Each Fund has foreign currency exposure. Because investments
in foreign securities usually will involve currencies of foreign countries,  and
because a Fund may hold funds in bank deposits in foreign  currencies during the
completion of investment  programs and may purchase  foreign  currency,  foreign
currency  futures  contracts,  and  options on foreign  currencies  and  foreign
currency  futures  contracts,  the value of the assets of a Fund as  measured in
U.S.  dollars may be affected  favorably  or  unfavorably  by changes in foreign
currency exchange rates and exchange control  regulations,  and a Fund may incur
costs in connection  with  conversions  between various  currencies.  Many Latin
American and Asian currencies have experienced  significant devaluation relative
to the  dollar.  Although  each Fund  values its  assets  daily in terms of U.S.
dollars,  it does not intend to convert its holdings of foreign  currencies into
U.S.  dollars on a daily basis.  It will do so from time to time,  and investors
should be aware of the costs of currency  conversion.  Although foreign exchange
dealers do not charge a fee for  conversion,  they do realize a profit  based on
the difference  (the  "spread")  between the prices at which they are buying and
selling various currencies.  Thus, a dealer may offer to sell a foreign currency
to a Fund at one rate,  while offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer. Each Fund will conduct its foreign
currency exchange  transactions  either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign  currency  exchange  market,  or through entering
into  options or  forward  or futures  contracts  to  purchase  or sell  foreign
currencies.

Because a Fund normally will be invested in foreign securities markets,  changes
in the Fund's share price may have a low correlation  with movements in the U.S.
markets.  A Fund's share price will reflect the  movements of both the different
stock and bond  markets in which it is invested and of the  currencies  in which
the  investments  are  denominated;  the strength or weakness of the U.S. dollar
against  foreign  currencies  may  account  for  part of the  Fund's  investment
performance. U.S. and foreign securities markets do not always move in step with
each other, and the total returns from different markets may vary significantly.
The Funds invest in many  securities  markets  around the world in an attempt to
take advantage of opportunities wherever they may arise.


DEPOSITARY  RECEIPTS.  Each Fund may invest  directly in  securities  of foreign
issuers through sponsored or unsponsored  American Depositary Receipts ("ADRs"),
Global Depositary Receipts ("GDRs"),  International Depositary Receipts ("IDRs")
and other types of Depositary Receipts (which, together with ADRs, GDRs and IDRs
are hereinafter referred to as "Depositary  Receipts").  Depositary Receipts may
not necessarily be denominated in the same currency as the underlying securities
into which  they may be  converted.  In  addition,  the  issuers of the stock of
unsponsored   Depositary   Receipts  are  not  obligated  to  disclose  material
information in the United States and, therefore,  there may not be a correlation
between such information and the market value of the Depositary  Receipts.  ADRs
are Depositary  Receipts  typically issued by a U.S. bank or trust company which
evidence  ownership of underlying  securities  issued by a foreign  corporation.
GDRs,  IDRs and other  types of  Depositary  Receipts  are  typically  issued by
foreign  banks or trust  companies,  although  they also may be issued by United
States banks or trust companies, and evidence ownership of underlying securities
issued by either a foreign or a United States corporation. Generally, Depositary
Receipts in registered form are designed for use in the United States securities
markets  and  Depositary  Receipts  in  bearer  form  are  designed  for  use in
securities  markets  outside  the United  States.  For  purposes  of each Fund's
investment  policies,  a Fund's  investments  in ADRs,  GDRs and other  types of
Depositary  Receipts  will  be  deemed  to  be  investments  in  the  underlying
securities. Depositary Receipts may be subject to foreign currency exchange rate
risk. Certain Depositary Receipts may not be listed on an exchange and therefore
may be illiquid securities.


WHEN-ISSUED SECURITIES. Each Fund may, from time to time, purchase securities on
a "when-issued" or "forward  delivery" basis for payment and delivery at a later
date. The price of such  securities,  which may be expressed in yield terms,  is
fixed at the time the  commitment to purchase is made,  but delivery and payment
for the when-issued or forward delivery  securities takes place at a later date.
During the period between purchase and settlement,  no payment is made by a Fund
to the issuer and no interest  accrues to the Fund. To the extent that assets of
a Fund are held in cash pending the settlement of a purchase of securities,  the
Fund would  earn no income;  however,  it is the  Fund's  intention  to be fully
invested to the extent  practicable  and subject to the policies  stated  above.
While  when-issued  or  forward  delivery  securities  may be sold  prior to the
settlement  date, a Fund intends to purchase such securities with the purpose of
actually acquiring them unless a sale appears desirable for investment  reasons.
At the time a Fund makes the  commitment to purchase a security on a when-issued
or forward  delivery basis, it will record the transaction and reflect the value
of the security in determining  its net asset value.  At the time of settlement,
the market value of the when-issued or forward  delivery  securities may be more
or less than the  purchase  price.  A Fund does not  believe  that its net asset
value or income will be adversely  affected by its purchase of  securities  on a
when-issued or forward delivery basis.

                                       13
<PAGE>


BRADY BONDS. Each Fund may invest in Brady Bonds,  which are securities  created
through the  exchange of  existing  commercial  bank loans to public and private
entities  in certain  emerging  markets  for new bonds in  connection  with debt
restructurings  under  a debt  restructuring  plan  introduced  by  former  U.S.
Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan"). Brady Plan debt
restructurings  have been  implemented to date in Argentina,  Bulgaria,  Brazil,
Costa  Rica,  Dominican  Republic,   Ecuador,  Mexico,  Morocco,   Nigeria,  the
Philippines, Poland, and Uruguay.


Brady Bonds have been issued  only  recently,  and for that reason do not have a
long payment history. Brady Bonds may be collateralized or uncollateralized, are
issued in various  currencies  (but primarily the U.S.  dollar) and are actively
traded in over-the-counter secondary markets.

Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate bonds or
floating-rate  bonds,  are generally  collateralized  in full as to principal by
U.S. Treasury zero coupon bonds having the same maturity as the bonds.  Interest
payments on many Brady Bonds generally are  collateralized by cash or securities
in an amount  that,  in the case of fixed rate  bonds,  is equal to at least one
year of  rolling  interest  payments  or, in the case of  floating  rate  bonds,
initially is equal to at least one year's rolling interest payments based on the
applicable  interest  rate at that time and is  adjusted  at  regular  intervals
thereafter.  Brady  Bonds are often  viewed  as having  three or four  valuation
components:  the  collateralized  repayment of principal at final maturity;  the
collateralized  interest payments;  the uncollateralized  interest payments; and
any uncollateralized  repayment of principal at maturity (these uncollateralized
amounts  constitute the "residual risk"). In light of the residual risk of Brady
Bonds and the history of defaults of countries issuing Brady Bonds, with respect
to commercial  bank loans by public and private  entities,  investments in Brady
Bonds may be viewed as speculative.

SOVEREIGN DEBT.  Investment in sovereign debt can involve a high degree of risk.
The governmental entity that controls the repayment of sovereign debt may not be
able or willing to repay the  principal  and/or  interest when due in accordance
with the terms of such debt. A governmental  entity's  willingness or ability to
repay  principal  and interest due in a timely  manner may be affected by, among
other factors, its cash flow situation,  the extent of its foreign reserves, the
availability  of sufficient  foreign  exchange on the date a payment is due, the
relative  size of the  debt  service  burden  to the  economy  as a  whole,  the
governmental  entity's  policy toward the  International  Monetary Fund, and the
political   constraints  to  which  a   governmental   entity  may  be  subject.
Governmental  entities  may also be  dependent  on expected  disbursements  from
foreign governments, multilateral agencies and others abroad to reduce principal
and  interest  arrearages  on their debt.  The  commitment  on the part of these
governments,  agencies and others to make such  disbursements may be conditioned
on a governmental  entity's  implementation  of economic reforms and/or economic
performance  and the timely  service of such  debtor's  obligations.  Failure to
implement  such reforms,  achieve such levels of economic  performance  or repay
principal  or  interest  when due may result in the  cancellation  of such third
parties' commitments to lend funds to the governmental entity, which may further
impair such  debtor's  ability or  willingness  to service its debts in a timely
manner. Consequently, governmental entities may default on their sovereign debt.
Holders of sovereign debt may be requested to participate in the rescheduling of
such debt and to extend  further  loans to  governmental  entities.  There is no
bankruptcy  proceeding by which  sovereign debt on which  governmental  entities
have defaulted may be collected in whole or in part.

LOAN  PARTICIPATIONS  AND  ASSIGNMENTS.  Emerging  Markets Growth Fund and Latin
America Fund may invest in fixed- and  floating-rate  loans  ("Loans")  arranged
through  private   negotiations  between  an  issuer  of  emerging  market  debt
instruments  and one or more  financial  institutions  ("Lenders").  Each Fund's
investments  in  Loans  are  expected  in most  instances  to be in the  form of
participations in Loans  ("Participations") and assignments of portions of Loans
("Assignments")  from third parties.  Participations  typically will result in a
Fund's having a contractual  relationship  only with the Lender and not with the
borrower.  Each  Fund  will have the right to  receive  payments  of  principal,
interest and any fees to which it is entitled  only from the Lender  selling the
Participation  and only upon  receipt  by the  Lender of the  payments  from the
borrower.  In connection with purchasing  Participations,  a Fund generally will
have no right to enforce  compliance  by the borrower with the terms of the loan
agreement  relating to the Loan, nor any rights of set-off against the borrower,
and a Fund may not directly  benefit from any collateral  supporting the Loan in
which it has purchased the  Participation.  As a result,  a Fund will assume the
credit  risk  of  both  the   borrower  and  the  Lender  that  is  selling  the
Participation.  In  the  event  of  the  insolvency  of  the  Lender  selling  a
Participation, a Fund may be treated as a general creditor of the Lender and may
not benefit from any set-off between the Lender and the borrower. Each Fund will
acquire Participations only if the Lender  interpositioned  between the Fund and
the borrower is determined by the Adviser to be creditworthy.

When a Fund purchases  Assignments  from Lenders,  it will acquire direct rights
against the  borrower on the Loan.  Because  Assignments  are  arranged  through
private  negotiations  between  potential  assignees  and  potential  assignors,
however,  the rights

                                       14
<PAGE>

and obligations  acquired by a Fund as the purchaser of an Assignment may differ
from, and may be more limited than, those held by the assigning Lender.

Each Fund may have  difficulty  disposing  of  Assignments  and  Participations.
Because  no liquid  market for these  obligations  typically  exists,  each Fund
anticipates  that these  obligations  could be sold only to a limited  number of
institutional  investors.  The lack of a liquid  secondary  market  will have an
adverse  effect on a Fund's  ability  to dispose of  particular  Assignments  or
Participations  when necessary to meet the Fund's liquidity needs or in response
to a specific economic event, such as a deterioration in the creditworthiness of
the  borrower.  The  lack of a  liquid  secondary  market  for  Assignments  and
Participations  may also make it more  difficult for a Fund to assign a value to
those  securities for purposes of valuing the Fund's  portfolio and  calculating
its net asset value.

FOREIGN SECURITIES.  Each Fund is designed for investors who can accept currency
and other forms of  international  investment  risk.  The Adviser  believes that
diversification  of assets on an  international  basis  decreases  the degree to
which events in any one country,  including the U.S.,  will affect an investor's
entire investment holdings.  In certain periods since World War II, many leading
foreign  economies and foreign stock market indices have grown more rapidly than
the U.S. economy and leading U.S. stock market indices, although there can be no
assurance that this will be true in the future.

Investors should recognize that investing in foreign securities involves certain
special considerations, including those set forth below, which are not typically
associated  with  investing  in U.S.  securities  and  which  may  favorably  or
unfavorably affect a Fund's performance.  As foreign companies are not generally
subject to uniform  accounting,  auditing  and  financial  reporting  standards,
practices and requirements comparable to those applicable to domestic companies,
there may be less publicly  available  information  about a foreign company than
about a domestic  company.  Many foreign  securities  markets,  while growing in
volume of trading activity, have substantially less volume than the U.S. market,
and  securities  of some foreign  issuers are less liquid and more volatile than
securities of domestic issuers.  Similarly, volume and liquidity in most foreign
bond markets is less than in the U.S. and, at times,  volatility of price can be
greater than in the U.S. Further,  foreign markets have different  clearance and
settlement  procedures  and in  certain  markets  there  have  been  times  when
settlements  have  been  unable  to keep  pace  with the  volume  of  securities
transactions  making  it  difficult  to  conduct  such  transactions.  Delays in
settlement  could  result  in  temporary  periods  when  assets  of a  Fund  are
uninvested  and no return is earned  thereon.  The  inability  of a Fund to make
intended security purchases due to settlement  problems could cause that Fund to
miss  attractive  investment  opportunities.  Inability  to dispose of portfolio
securities  due to settlement  problems  either could result in losses to a Fund
due to subsequent  declines in value of the portfolio security or, if a Fund has
entered into a contract to sell the security, could result in possible liability
to the  purchaser.  Payment for securities  without  delivery may be required in
certain foreign markets.  Fixed commissions on some foreign securities exchanges
and  bid-to-asked  spreads in foreign  bond  markets are  generally  higher than
commissions  or  bid-to-asked  spreads on U.S.  markets,  although the Fund will
endeavor  to  achieve  the  most   favorable   net  results  on  its   portfolio
transactions.  Further, a Fund may encounter difficulties or be unable to pursue
legal remedies and obtain  judgments in foreign courts.  There is generally less
government  supervision  and  regulation  of securities  exchanges,  brokers and
listed companies than in the U.S. It may be more difficult for the Fund's agents
to keep currently  informed about corporate  actions which may affect the prices
of portfolio securities.  Communications  between the U.S. and foreign countries
may be less reliable than within the U.S.,  thus  increasing the risk of delayed
settlements  of portfolio  transactions  or loss of  certificates  for portfolio
securities. In addition, with respect to certain foreign countries, there is the
possibility of nationalization,  expropriation, the imposition of withholding or
confiscatory taxes,  political,  social, or economic instability,  or diplomatic
developments  which could affect United States  investments in those  countries.
Investments  in  foreign  securities  may also  entail  certain  risks,  such as
possible  currency  blockages or transfer  restrictions,  and the  difficulty of
enforcing rights in other countries.  Moreover, individual foreign economies may
differ favorably or unfavorably from the U.S. economy in such respects as growth
of gross national product,  rate of inflation,  capital  reinvestment,  resource
self-sufficiency and balance of payments position.

Many of the currencies of Eastern  European  countries have experienced a steady
devaluation  relative to western  currencies.  Any future devaluation may have a
detrimental  impact on any  investments  made by a Fund in Eastern  Europe.  The
currencies of most Eastern  European  countries are not freely  convertible into
other currencies and are not internationally  traded. A Fund will not invest its
assets in non-convertible fixed income securities denominated in currencies that
are not freely  convertible  into other currencies at the time the investment is
made.

These  considerations  generally are more of a concern in developing  countries.
For  example,  the  possibility  of  revolution  and the  dependence  on foreign
economic  assistance  may be  greater  in  these  countries  than  in  developed
countries.  The  management of each Fund seeks to mitigate the risks  associated
with  these  considerations  through  diversification  and  active  professional
management.  Although investments in companies domiciled in developing countries
may be subject  to  potentially  greater  risks

                                       15
<PAGE>

than  investments in developed  countries,  none of the Funds will invest in any
securities of issuers located in developing countries if the securities,  in the
judgment of the Adviser, are speculative.

Trading in  securities  on European  and Far  Eastern  securities  exchanges  is
normally completed before the close of regular trading on the Exchange.  Trading
on these foreign exchanges may not take place on a day on which there is regular
trading on the Exchange,  or may take place on days on which there is no regular
trading on the  Exchange.  Events  materially  affecting the value of the Fund's
portfolio  securities  may occur between the time when these  foreign  exchanges
close and the time when the Fund's net asset value is calculated.


INVESTING IN EMERGING MARKETS.  Each Fund may invest in securities of issuers in
emerging markets.  Most emerging  securities markets may have substantially less
volume  and are  subject to less  government  supervision  than U.S.  securities
markets.  Securities of many issuers in emerging  markets may be less liquid and
more volatile than securities of comparable domestic issuers. In addition, there
is less regulation of securities  exchanges,  securities dealers, and listed and
unlisted companies in emerging markets than in the U.S.


Emerging markets also have different clearance and settlement procedures, and in
certain markets there have been times when  settlements  have not kept pace with
the volume of  securities  transactions.  Delays in  settlement  could result in
temporary  periods when a portion of the assets of a Fund is  uninvested  and no
cash is  earned  thereon.  The  inability  of a Fund to make  intended  security
purchases due to  settlement  problems  could cause the Fund to miss  attractive
investment  opportunities.  Inability to dispose of portfolio  securities due to
settlement  problems could result either in losses to the Fund due to subsequent
declines in value of the  portfolio  security or, if the Fund has entered into a
contract  to sell the  security,  could  result  in  possible  liability  to the
purchaser.   Costs  associated  with  transactions  in  foreign  securities  are
generally  higher than costs  associated with  transactions in U.S.  securities.
Such  transactions  also  involve  additional  costs for the purchase or sale of
foreign currency.

Foreign  investment in certain emerging market debt obligations is restricted or
controlled to varying degrees. These restrictions or controls may at times limit
or preclude foreign  investment in certain emerging markets debt obligations and
increase  the costs and expenses of a Fund.  Certain  emerging  markets  require
prior governmental approval of investments by foreign persons,  limit the amount
of investment by foreign persons in a particular  company,  limit the investment
by foreign  persons only to a specific class of securities of a company that may
have less  advantageous  rights  than the  classes  available  for  purchase  by
domiciliaries  of the  countries  and/or  impose  additional  taxes  on  foreign
investors.

Certain emerging markets require prior  governmental  approval of investments by
foreign  persons,  limit the  amount  of  investment  by  foreign  persons  in a
particular  company,  limit the investment by foreign persons only to a specific
class of securities of a company that may have less advantageous rights than the
classes  available for purchase by  domiciliaries of the countries and/or impose
additional  taxes  on  foreign  investors.  Certain  emerging  markets  may also
restrict investment  opportunities in securities of issuers in industries deemed
important to national interest.

Certain emerging markets may require governmental  approval for the repatriation
of investment income,  capital or the proceeds of sales of securities by foreign
investors.  In  addition,  if a  deterioration  occurs in an  emerging  market's
balance of payments  or for other  reasons,  a country  could  impose  temporary
restrictions on foreign capital remittances.  A Fund could be adversely affected
by delays in, or a refusal to grant,  any  required  governmental  approval  for
repatriation  of  capital,  as well  as by the  application  to the  Fund of any
restrictions on investments.

In the course of investment in emerging  markets,  a Fund will be exposed to the
direct or indirect consequences of political, social and economic changes in one
or more emerging  markets.  Political  changes in emerging market  countries may
affect the willingness of an emerging market country governmental issuer to make
or provide  for timely  payments  of its  obligations.  The  country's  economic
status,  as reflected,  among other things, in its inflation rate, the amount of
its external  debt and its gross  domestic  product,  also affect its ability to
honor its obligations.  While each Fund manages its assets in a manner that will
seek to minimize  the exposure to such risks,  and will  further  reduce risk by
owning  the  bonds of many  issuers,  there  can be no  assurance  that  adverse
political,  social or economic changes will not cause a Fund to suffer a loss of
value in respect of the securities in the Fund's portfolio.

The risk  also  exists  that an  emergency  situation  may  arise in one or more
emerging  markets as a result of which trading of securities may cease or may be
substantially  curtailed and prices for a Fund's  securities in such markets may
not be readily  available.  The Corporation may suspend redemption of its shares
for any period  during  which an emergency  exists,  as  determined  by the SEC.
Accordingly if a Fund believes that  appropriate  circumstances  exist,  it will
promptly  apply to the SEC for a  determination  that an  emergency  is present.
During the period  commencing from the Fund's  identification  of such condition
until the date of the SEC

                                       16
<PAGE>

action,  the Fund's  securities  in the affected  markets will be valued at fair
value  determined in good faith by or under the  direction of the  Corporation's
Board of Directors.

Volume and  liquidity  in most  foreign  markets are less than in the U.S.,  and
securities  of many foreign  companies  are less liquid and more  volatile  than
securities of comparable U.S. companies. Fixed commissions on foreign securities
exchanges are generally  higher than negotiated  commissions on U.S.  exchanges,
although  each Fund  endeavors to achieve the most  favorable net results on its
portfolio  transactions.  There is generally  less  government  supervision  and
regulation of business and industry practices,  securities  exchanges,  brokers,
dealers and listed  companies than in the U.S. Mail service between the U.S. and
foreign  countries  may be slower or less  reliable  than within the U.S.,  thus
increasing the risk of delayed settlements of portfolio  transactions or loss of
certificates  for  portfolio  securities.  In addition,  with respect to certain
emerging  markets,  there is the  possibility of  expropriation  or confiscatory
taxation,  political or social  instability,  or diplomatic  developments  which
could  affect a Fund's  investments  in those  countries.  Moreover,  individual
emerging  market  economies may differ  favorably or  unfavorably  from the U.S.
economy in such respects as growth of gross national product, rate of inflation,
capital  reinvestment,   resource   self-sufficiency  and  balance  of  payments
position.  The chart  below sets forth the risk  ratings  of  selected  emerging
market countries' sovereign debt securities.


      Sovereign Risk Ratings for Selected Emerging Market Countries as of
                                February 25,2000


           Country                   Moody's*                Standard & Poor's**
           -------                   --------                -------------------

           Chile                     Baa1                    A-
           Turkey                    B1                      B
           Mexico                    Ba1***                  BB
           Czech Republic            Baa1                    A-
           Hungary                   Baa1                    BBB+
           Colombia                  Ba2                     BB+
           Venezuela                 B2                      B
           Morocco                   Ba1                     BB
           Argentina                 B1                      BB
           Brazil                    B2                      B+
           Poland                    Baa1                    BBB
           Ivory Coast               NR                      NR



A Fund may have limited legal recourse in the event of a default with respect to
certain debt  obligations  it holds.  If the issuer of a  fixed-income  security
owned by a Fund  defaults,  the  Fund  may  incur  additional  expenses  to seek
recovery.  Debt obligations issued by emerging market country governments differ
from debt  obligations  of private  entities;  remedies  from  defaults  on debt
obligations issued by emerging market governments, unlike those on private debt,
must be pursued in the courts of the defaulting  party itself.  A Fund's ability
to enforce its rights  against  private  issuers may be limited.  The ability to
attach  assets  to  enforce  a  judgment  may be  limited.  Legal  recourse  is,
therefore,  somewhat diminished.  Bankruptcy,  moratorium and other similar laws
applicable to private issuers of debt obligations may be substantially different
from those of other countries.  The political context,  expressed as an emerging
market  governmental  issuer's  willingness  to  meet  the  terms  of  the  debt
obligation,  for  example,  is  of  considerable  importance.  In  addition,  no
assurance can be given that the holders of commercial  bank debt may not contest
payments  to the  holders  of debt  obligations  in the event of  default  under
commercial bank loan agreements. With four exceptions, (Panama, Cuba, Costa Rica
and  Yugoslavia),  no sovereign  emerging  markets  borrower has defaulted on an
external bond issue since World War II.

Income from  securities  held by a Fund could be reduced by a withholding tax on
the source or other taxes imposed by the emerging market  countries in which the
Fund makes its  investments.  A Fund's net asset  value may also be  affected by
changes  in the  rates  or  methods  of  taxation  applicable  to the Fund or to
entities in which the Fund has  invested.  The Adviser will consider the cost of
any taxes in determining whether to acquire any particular investments,  but can
provide no assurance that the taxes will not be subject to change.

Many  emerging  markets  have  experienced  substantial,  and, in some  periods,
extremely  high  rates  of  inflation  for  many  years.   Inflation  and  rapid
fluctuations  in  inflation  rates  have had and may  continue  to have  adverse
effects on the  economies  and  securities

                                       17

<PAGE>

markets  of  certain  emerging  market  countries.  In  an  attempt  to  control
inflation,  wage and price controls have been imposed in certain  countries.  Of
these countries,  some, in recent years, have begun to control inflation through
prudent economic policies.

Emerging market governmental issuers are among the largest debtors to commercial
banks,  foreign  governments,  international  financial  organizations and other
financial  institutions.  Certain emerging market governmental  issuers have not
been able to make  payments of interest on or principal of debt  obligations  as
those  payments  have  come due.  Obligations  arising  from past  restructuring
agreements  may  affect  the  economic  performance  and  political  and  social
stability of those issuers.

Governments  of many emerging  market  countries  have exercised and continue to
exercise  substantial  influence over many aspects of the private sector through
the ownership or control of many companies, including some of the largest in any
given  country.  As a result,  governmental  actions in the future  could have a
significant  effect on economic  conditions in emerging markets,  which in turn,
may adversely affect companies in the private sector,  general market conditions
and  prices  and yields of  certain  of the  securities  in a Fund's  portfolio.
Expropriation,  confiscatory taxation,  nationalization,  political, economic or
social instability or other similar  developments have occurred  frequently over
the  history of certain  emerging  markets and could  adversely  affect a Fund's
assets should these conditions recur.

The  ability of  emerging  market  country  governmental  issuers to make timely
payments  on their  obligations  is  likely  to be  influenced  strongly  by the
issuer's balance of payments,  including export  performance,  and its access to
international  credits and  investments.  An emerging  market whose  exports are
concentrated  in a few  commodities  could be  vulnerable  to a  decline  in the
international   prices   of  one  or  more  of  those   commodities.   Increased
protectionism  on the part of an emerging  market's  trading partners could also
adversely  affect the country's  exports and diminish its trade account surplus,
if any. To the extent that emerging  markets  receive payment for its exports in
currencies other than dollars or non-emerging market currencies,  its ability to
make debt payments  denominated  in dollars or  non-emerging  market  currencies
could be affected.

Another factor bearing on the ability of emerging market countries to repay debt
obligations is the level of international reserves of the country.  Fluctuations
in the level of these  reserves  affect the amount of foreign  exchange  readily
available  for  external  debt  payments  and thus  could  have a bearing on the
capacity  of  emerging   market   countries  to  make  payments  on  these  debt
obligations.

To the extent that an emerging  market country cannot  generate a trade surplus,
it must  depend on  continuing  loans  from  foreign  governments,  multilateral
organizations or private commercial banks, aid payments from foreign governments
and on inflows of foreign  investment.  The access of emerging  markets to these
forms of  external  funding  may not be certain,  and a  withdrawal  of external
funding  could  adversely   affect  the  capacity  of  emerging  market  country
governmental  issuers to make payments on their  obligations.  In addition,  the
cost of servicing  emerging market debt  obligations can be affected by a change
in international  interest rates since the majority of these  obligations  carry
interest rates that are adjusted periodically based upon international rates.

INVESTING IN LATIN AMERICA.  Investing in securities of Latin  American  issuers
may entail risks relating to the potential political and economic instability of
certain   Latin   American   countries   and   the   risks   of   expropriation,
nationalization,  confiscation  or the  imposition  of  restrictions  on foreign
investment  and  on   repatriation  of  capital   invested.   In  the  event  of
expropriation,  nationalization  or other  confiscation  by any country,  a Fund
could lose its entire investment in any such country.

The securities  markets of Latin American  countries are substantially  smaller,
less developed,  less liquid and more volatile than the major securities markets
in the U.S.  Disclosure  and  regulatory  standards  are in many  respects  less
stringent than U.S. standards. Furthermore, there is a lower level of monitoring
and regulation of the markets and the activities of investors in such markets.

The limited size of many Latin American  securities  markets and limited trading
volume in the  securities of Latin  American  issuers  compared to the volume of
trading in the  securities of U.S.  issuers could cause prices to be erratic for
reasons apart from factors that affect the soundness and  competitiveness of the
securities  issuers.  For  example,  limited  market size may cause prices to be
unduly influenced by traders who control large positions.  Adverse publicity and
investors'  perceptions,  whether or not based on in-depth fundamental analysis,
may decrease the value and liquidity of portfolio securities.

Changes in the value of Latin American  currencies  against the U.S.  dollar may
result in  corresponding  changes in the U.S.  dollar value of the Fund's assets
denominated in those currencies.

Some Latin American  countries also may have managed  currencies,  which are not
free floating against the U.S. dollar.  In addition,  there is risk that certain
Latin American  countries may restrict the free  conversion of their  currencies
into other  currencies.  Further,  certain Latin American  currencies may not be
internationally  traded.  Certain of these  currencies have  experienced a steep
devaluation  relative to the U.S. dollar.  Any devaluations in the currencies in
which a Fund's  portfolio  securities  are  denominated  may have a  detrimental
impact on the Fund's net asset value.

                                       18

<PAGE>

The economies of individual  Latin  American  countries may differ  favorably or
unfavorably  from the U.S.  economy  in such  respects  as the rate of growth of
gross domestic product, the rate of inflation,  capital  reinvestment,  resource
self-sufficiency  and  balance of  payments  position.  Certain  Latin  American
countries  have   experienced   high  levels  of  inflation  which  can  have  a
debilitating effect on an economy, although some have begun to control inflation
in recent years through prudent economic  policies.  Furthermore,  certain Latin
American  countries may impose  withholding taxes on dividends payable to a Fund
at a higher rate than those imposed by other foreign countries.  This may reduce
a Fund's investment income available for distribution to shareholders.

Certain Latin American countries such as Argentina,  Brazil and Mexico are among
the world's  largest  debtors to commercial  banks and foreign  governments.  At
times,  certain Latin American  countries have declared moratoria on the payment
of principal and/or interest on outstanding debt.

Latin America is a region rich in natural  resources such as oil,  copper,  tin,
silver, iron ore, forestry, fishing, livestock and agriculture. The region has a
large  population  (roughly 300 million)  representing a large domestic  market.
Economic growth was strong in the 1960s and 1970s, but slowed  dramatically (and
in some  instances  was  negative)  in the  1980s as a result  of poor  economic
policies,  higher international  interest rates, and the denial of access to new
foreign  capital.  Although a number of Latin  American  countries are currently
experiencing  lower rates of inflation  and higher rates of real growth in gross
domestic  product  than they have in the past,  other Latin  American  countries
continue to experience significant problems,  including high inflation rates and
high interest rates. Capital flight has proven a persistent problem and external
debt has been forcibly restructured.  Political turmoil, high inflation, capital
repatriation   restrictions,   and  nationalization   have  further  exacerbated
conditions.

Governments  of many Latin  American  countries  have  exercised and continue to
exercise  substantial  influence over many aspects of the private sector through
the  ownership or control of many  companies,  including  some of the largest in
those  countries.  As a result,  government  actions in the future  could have a
significant  effect on economic  conditions which may adversely affect prices of
certain   portfolio   securities.    Expropriation,    confiscatory    taxation,
nationalization,  political,  economic or social  instability  or other  similar
developments,  such as military coups,  have occurred in the past and could also
adversely  affect  or,  in some  cases,  cause  the  entire  loss  of,  a Fund's
investments in this region.

Changes in political leadership,  the implementation of market oriented economic
policies, such as privatization, trade reform and fiscal and monetary reform are
among the recent steps taken to renew  economic  growth.  External debt is being
restructured  and  flight  capital  (domestic  capital  that  has  left the home
country)  has  begun  to  return.  Inflation  control  efforts  have  also  been
implemented.  Free Trade Zones are being  discussed in various  areas around the
region, the most notable being a free zone among Mexico, the U.S. and Canada and
another zone among four  countries in the  southernmost  point of Latin America.
Currencies are typically weak, but most are now relatively free floating, and it
is not unusual for the  currencies  to undergo wide  fluctuations  in value over
short periods of time due to changes in the market.


INVESTING IN THE PACIFIC BASIN.  Investing in securities of companies located in
the Pacific Basin generally  entails  additional  risk.  Economies of individual
Pacific  Basin  countries  may differ  favorably  or  unfavorably  from the U.S.
economy in such respects as growth of gross national product, rate of inflation,
capital  reinvestment,  resource  self-sufficiency,  interest  rate levels,  and
balance of payments position. Of particular importance, most of the economies in
this region of the world are heavily  dependent  upon exports,  particularly  to
developed  countries,  and,  accordingly,  have  been  and  may  continue  to be
adversely affected by trade barriers,  managed  adjustments in relative currency
values, and other  protectionist  measures imposed or negotiated by the U.S. and
other  countries with which they trade.  These  economies also have been and may
continue to be negatively  impacted by economic conditions in the U.S. and other
trading  partners,  which can lower the demand for goods produced in the Pacific
Basin.


With respect to the Peoples  Republic of China and other markets in which a Fund
may participate,  there is the possibility of nationalization,  expropriation or
confiscatory  taxation,   political  changes,   government  regulation,   social
instability or diplomatic  developments  that could  adversely  impact a Pacific
Basin country or a Fund's investment in the debt of that country.

Trading  volume on Pacific  Basin  stock  exchanges  outside of Japan,  although
increasing,  is  substantially  less  than in the U.S.  stock  market.  Further,
securities  of some Pacific  Basin  companies  are less liquid and more volatile
than securities of comparable U.S. companies. Fixed commissions on Pacific Basin
stock  exchanges  are  generally  higher  than  negotiated  commissions  on U.S.
exchanges,  although a Fund  endeavors to achieve the most favorable net results
on its portfolio  transactions and may be able to purchase securities in which a
Fund may invest on other stock exchanges where commissions are negotiable.

                                       19
<PAGE>

Foreign companies,  including Pacific Basin companies, are not generally subject
to uniform accounting, auditing and financial reporting standards, practices and
disclosure  requirements  comparable  to  those  applicable  to U.S.  companies.
Consequently,  there  may be less  publicly  available  information  about  such
companies  than  about  U.S.  companies.   Moreover,  there  is  generally  less
government supervision and regulation in the Pacific Basin than in the U.S.

These  considerations  generally are more of a concern in developing  countries.
For  example,  the  possibility  of  revolution  and the  dependence  on foreign
economic  assistance  may be  greater  in  these  countries  than  in  developed
countries.  The management of a Fund seeks to mitigate the risks associated with
the foregoing considerations through continuous professional management.

Recent  conditions in the Pacific Basin region  include  political  uncertainty,
economic  overheating,  erratic trade policies and extreme currency fluctuations
that have resulted in equity market decline. The conditions that have given rise
to these developments,  however, are changeable,  and there is no way to predict
if they will  continue or the speed at which the  economies  of that region will
recover.


INVESTING IN EUROPE.  Investing in securities of companies located in Europe may
entail  additional  risk then  investing in securities of U.S.  companies.  Most
Eastern European nations,  including  Hungary,  Poland,  Czech Republic,  Slovak
Republic,  and Romania have had centrally  planned,  socialist  economies  since
shortly after World War II. A number of their  governments,  including  those of
Hungary,  the  Czech  Republic,   and  Poland  are  currently   implementing  or
considering reforms directed at political and economic liberalization, including
efforts to foster multi-party political systems, decentralize economic planning,
and move toward free market economies.  At present,  no Eastern European country
has a developed stock market, but Poland,  Hungary,  and the Czech Republic have
small securities markets in operation.  Ethnic and civil conflict currently rage
through the former Yugoslavia. The outcome is uncertain.


Both the  European  Community  (the "EC") and  Japan,  among  others,  have made
overtures  to  establish  trading   arrangements  and  assist  in  the  economic
development  of the Eastern  European  nations.  A great deal of  interest  also
surrounds  opportunities  created by the reunification of East and West Germany.
Following reunification, the Federal Republic of Germany has remained a firm and
reliable  member  of the EC  and  numerous  other  international  alliances  and
organizations.  To reduce  inflation  caused by the unification of East and West
Germany,  Germany has adopted a tight monetary  policy which has led to weakened
exports and a reduced  domestic demand for goods and services.  However,  in the
long-term,   reunification  could  prove  to  be  an  engine  for  domestic  and
international growth.

The conditions that have given rise to these  developments  are changeable,  and
there is no assurance  that  reforms  will  continue or that their goals will be
achieved.

Portugal is a genuinely emerging market which has experienced rapid growth since
the mid-1980s,  except for a brief period of stagnation over 1990-91. Portugal's
government  remains committed to privatization of the financial system away from
one dependent upon the banking system to a more balanced  structure  appropriate
for the requirements of a modern economy.  Inflation continues to be about three
times the EC average.


Economic  reforms  launched in the 1980s  continue to benefit  Turkey . Turkey's
economy has grown steadily since the early 1980s, with real growth in per capita
Gross Domestic Product (the "GDP") increasing more than 6% annually. Agriculture
remains the most important economic sector,  employing  approximately 55% of the
labor force, and accounting for nearly 20% of GDP and 20% of exports.  Inflation
and  interest  rates remain high,  and a large budget  deficit will  continue to
cause  difficulties  in Turkey's  substantial  transformation  to a dynamic free
market economy.


Like many other Western economies,  Greece suffered severely from the global oil
price hikes of the 1970s,  with annual GDP growth  plunging from 8% to 2% in the
1980s, and inflation, unemployment, and budget deficits rising sharply. The fall
of the  socialist  government  in 1989  and the  inability  of the  conservative
opposition to obtain a clear majority have led to business  uncertainty  and the
continued  prospects for flat economic  performance.  Once Greece has sorted out
its  political  situation,  it will  have to face  the  challenges  posed by the
steadily increasing integration of the EC, including the progressive lowering of
trade and investment barriers. Tourism continues as a major industry,  providing
a vital offset to a sizable commodity trade deficit.

Securities traded in certain emerging European securities markets may be subject
to risks due to the inexperience of financial intermediaries, the lack of modern
technology  and the  lack  of a  sufficient  capital  base  to  expand  business
operations.  Additionally,  former  Communist  regimes  of a number  of  Eastern
European  countries had  expropriated a large amount of property,  the claims of
which have not been entirely  settled.  There can be no assurance  that a Fund's
investments in Eastern Europe would not also be  expropriated,  nationalized  or
otherwise confiscated.  Finally, any change in leadership or policies of

                                       20
<PAGE>

Eastern European countries,  or countries that exercise a significant  influence
over those countries, may halt the expansion of or reverse the liberalization of
foreign  investment   policies  now  occurring  and  adversely  affect  existing
investment opportunities.

Investments in companies  domiciled in Eastern European countries may be subject
to potentially  greater risks than those of other foreign  issuers.  These risks
include (i) potentially less social, political and economic stability;  (ii) the
small  current  size of the  markets for such  securities  and the low volume of
trading,  which result in less liquidity and in greater price volatility;  (iii)
certain national policies which may restrict a Fund's investment  opportunities,
including  restrictions on investment in issuers or industries  deemed sensitive
to national interests; (iv) foreign taxation; (v) the absence of developed legal
structures  governing  private or foreign  investment  or allowing  for judicial
redress for injury to private  property;  (vi) the  absence,  until  recently in
certain  Eastern   European   countries,   of  a  capital  market  structure  or
market-oriented  economy;  and  (vii)  the  possibility  that  recent  favorable
economic   developments   in  Eastern  Europe  may  be  slowed  or  reversed  by
unanticipated  political or social events in such countries, or in the countries
of the former Soviet Union.

Investments in such countries  involve risks of  nationalization,  expropriation
and  confiscatory  taxation.  The  Communist  governments  of a  number  of East
European  countries  expropriated large amounts of private property in the past,
in many cases without adequate compensation,  and there may be no assurance that
such  expropriation  will  not  occur  in the  future.  In  the  event  of  such
expropriation, a Fund could lose a substantial portion of any investments it has
made in the affected countries.  Further, no accounting  standards exist in East
European countries. Finally, even though certain East European currencies may be
convertible  into U.S.  dollars,  the conversion  rates may be artificial to the
actual market values and may be adverse to a Fund's shareholders.


INVESTING IN AFRICA.  Investing in securities of companies located in Africa may
entail  additional risk than an investment  composed  primarily of securities of
U.S.  companies.  Africa is a  continent  of roughly 50  countries  with a total
population of approximately  840 million people.  Literacy rates (the percentage
of  people  who are  over 15  years  of age and who  can  read  and  write)  are
relatively low,  ranging from 20% to 60%. The primary  industries  include crude
oil, natural gas, manganese ore,  phosphate,  bauxite,  copper,  iron,  diamond,
cotton, coffee, cocoa, timber, tobacco, sugar, tourism and cattle.


Many of the countries are fraught with political instability. However, there has
been a trend over the past five years toward democratization. Many countries are
moving  from  a  military  style,  Marxist,  or  single  party  government  to a
multi-party system. Still, there remain many countries that do not have a stable
political  process.  Other countries have been enmeshed in civil wars and border
clashes.

Economically,  the Northern Rim countries (including Morocco, Egypt and Algeria)
and  Nigeria,  Zimbabwe  and South  Africa are the  wealthier  countries  on the
continent.  The  market  capitalization  of these  countries  has  been  growing
recently as more international companies invest in Africa and as local companies
start to list on the exchanges.  However, religious and ethnic strife has been a
significant source of instability.

On the other end of the economic  spectrum are countries,  such as Burkina Faso,
Madagascar  and  Malawi,  that are  considered  to be among the poorest or least
developed in the world.  These  countries are generally  landlocked or have poor
natural resources. The economies of many African countries are heavily dependent
on international  oil prices.  Of all the African  industries,  oil has been the
most  lucrative,  accounting  for 40% to 60% of many  countries'  GDP.  However,
general decline in oil prices has had an adverse impact on many economies.

ECONOMIC  GROWTH.  Emerging  markets are an  increasingly  important part of the
world's investment  activity.  In 1985, emerging markets accounted for only 2.7%
of the world's stock market trading value,  compared to 17% in 1994.^1 The chief
rationale  for investing in emerging  markets is the dramatic  growth rates that
these economies  continue to enjoy. Over the past decade,  the annual percentage
change in the  economic  growth  rates of  emerging  market  countries  has been
climbing above that of the mature markets.

This growth  translates into an average annual percentage change (as measured by
GDP)  of  2.53%  for  mature   economies,   compared  to  3.89%  for  developing
countries.^2  Emerging  market  economies are projected to grow at a 6.3% annual
rate -- more than double the expected growth of established countries in Europe,
Asia and North America (2.4%).^2

- --------
^1 International Finance Corporation, 1995.
^2  IMF World Economic Outlook, 1995.
^3  International Finance Corporation, 1995.


                                       21
<PAGE>

Increased integration and faster growth in China, India, Indonesia,  Brazil, and
Russia -- five countries that today account for half the world's labor force but
only 8-9 percent of its GDP or  international  trade -- will  likely  redraw the
economic map of the world over the next quarter century.


STRATEGIC  TRANSACTIONS AND DERIVATIVES.  Each Fund may, but is not required to,
utilize various other investment  strategies as described below for a variety of
purposes,  such as hedging various market risks, managing the effective maturity
or duration of  fixed-income  securities in the Fund's  portfolio,  or enhancing
potential gain.  These  strategies may be executed through the use of derivative
contracts.


In the course of pursuing these  investment  strategies,  each Fund may purchase
and  sell   exchange-listed  and   over-the-counter  put  and  call  options  on
securities, equity and fixed-income indices and other instruments,  purchase and
sell futures contracts and options thereon, enter into various transactions such
as swaps, caps, floors,  collars,  currency forward contracts,  currency futures
contracts,  currency  swaps or options on  currencies,  or currency  futures and
various  other  currency  transactions  (collectively,  all the above are called
"Strategic Transactions").  In addition, strategic transactions may also include
new  techniques,  instruments  or  strategies  that are  permitted as regulatory
changes  occur.  Strategic  Transactions  may be used without limit  (subject to
certain  limitations  imposed by the 1940 Act) to  attempt  to  protect  against
possible  changes in the market value of  securities  held in or to be purchased
for a Fund's portfolio  resulting from securities  markets or currency  exchange
rate  fluctuations,  to  protect a Fund's  unrealized  gains in the value of its
portfolio  securities,  to facilitate the sale of such securities for investment
purposes,   to  manage  the  effective  maturity  or  duration  of  fixed-income
securities in a Fund's portfolio,  or to establish a position in the derivatives
markets as a substitute for purchasing or selling  particular  securities.  Some
Strategic  Transactions  may also be used to enhance  potential gain although no
more than 5% of the Fund's  assets will be committed  to Strategic  Transactions
entered into for non-hedging purposes. Any or all of these investment techniques
may be used at any  time and in any  combination,  and  there  is no  particular
strategy that dictates the use of one technique  rather than another,  as use of
any Strategic  Transaction is a function of numerous variables  including market
conditions.  The  ability of the Fund to utilize  these  Strategic  Transactions
successfully  will depend on the Adviser's  ability to predict  pertinent market
movements,  which  cannot be  assured.  Each Fund will  comply  with  applicable
regulatory  requirements  when  implementing  these  strategies,  techniques and
instruments.  Strategic  Transactions  will  not be  used to  alter  fundamental
investment  purposes and  characteristics  of a Fund,  and a Fund will segregate
assets (or as provided by applicable regulations,  enter into certain offsetting
positions) to cover its  obligations  under options,  futures and swaps to limit
leveraging of the Fund.

Strategic  Transactions,  including derivative contracts,  have risks associated
with them  including  possible  default by the other  party to the  transaction,
illiquidity and, to the extent the Adviser's view as to certain market movements
is incorrect,  the risk that the use of such Strategic Transactions could result
in losses  greater  than if they had not been used.  Use of put and call options
may  result  in  losses  to a Fund,  force  the sale or  purchase  of  portfolio
securities  at  inopportune  times or for prices higher than (in the case of put
options)  or lower than (in the case of call  options)  current  market  values,
limit the amount of  appreciation a Fund can realize on its investments or cause
a Fund  to  hold a  security  it  might  otherwise  sell.  The  use of  currency
transactions  can result in a Fund  incurring  losses as a result of a number of
factors   including  the   imposition  of  exchange   controls,   suspension  of
settlements,  or the inability to deliver or receive a specified  currency.  The
use of  options  and  futures  transactions  entails  certain  other  risks.  In
particular,  the  variable  degree of  correlation  between  price  movements of
futures  contracts and price  movements in the related  portfolio  position of a
Fund  creates  the  possibility  that losses on the  hedging  instrument  may be
greater than gains in the value of a Fund's position.  In addition,  futures and
options   markets   may  not  be  liquid  in  all   circumstances   and  certain
over-the-counter options may have no markets. As a result, in certain markets, a
Fund might not be able to close out a transaction without incurring  substantial
losses,  if at all.  Although  the use of futures and options  transactions  for
hedging  should tend to minimize  the risk of loss due to a decline in the value
of the hedged  position,  at the same time they tend to limit any potential gain
which might  result from an increase  in value of such  position.  Finally,  the
daily variation margin requirements for futures contracts would create a greater
ongoing  potential  financial  risk than would  purchases of options,  where the
exposure is limited to the cost of the initial  premium.  Losses  resulting from
the use of Strategic  Transactions  would  reduce net asset value,  and possibly
income,  and such losses can be greater than if the Strategic  Transactions  had
not been utilized.

General  Characteristics of Options. Put options and call options typically have
similar structural  characteristics and operational  mechanics regardless of the
underlying  instrument on which they are purchased or sold.  Thus, the following
general  discussion relates to each of the particular types of options discussed
in greater  detail below.  In addition,  many Strategic

                                       22
<PAGE>

Transactions involving options require segregation of a Fund's assets in special
accounts,  as  described  below  under  "Use of  Segregated  and  Other  Special
Accounts."

A put option gives the purchaser of the option,  upon payment of a premium,  the
right to sell, and the writer the  obligation to buy, the  underlying  security,
commodity,  index,  currency or other  instrument  at the  exercise  price.  For
instance,  a Fund's  purchase of a put option on a security might be designed to
protect its holdings in the underlying  instrument (or, in some cases, a similar
instrument)  against a substantial  decline in the market value by giving a Fund
the right to sell such  instrument at the option  exercise price. A call option,
upon payment of a premium,  gives the  purchaser of the option the right to buy,
and the seller the obligation to sell, the underlying instrument at the exercise
price.  Each Fund's purchase of a call option on a security,  financial  future,
index,  currency or other instrument might be intended to protect a Fund against
an  increase  in the  price of the  underlying  instrument  that it  intends  to
purchase  in the  future  by  fixing  the  price at which it may  purchase  such
instrument.  An American  style put or call option may be  exercised at any time
during  the  option  period  while a  European  style put or call  option may be
exercised only upon expiration or during a fixed period prior thereto. Each Fund
is authorized to purchase and sell exchange listed options and  over-the-counter
options  ("OTC  options").  Exchange  listed  options  are issued by a regulated
intermediary such as the Options Clearing Corporation ("OCC"),  which guarantees
the  performance  of the  obligations  of  the  parties  to  such  options.  The
discussion  below uses the OCC as an example,  but is also  applicable  to other
financial intermediaries.

With certain exceptions, OCC issued and exchange listed options generally settle
by physical  delivery of the  underlying  security or currency,  although in the
future cash  settlement  may become  available.  Index  options  and  Eurodollar
instruments are cash settled for the net amount,  if any, by which the option is
"in-the-money"  (i.e., where the value of the underlying  instrument exceeds, in
the case of a call  option,  or is less than,  in the case of a put option,  the
exercise  price of the option) at the time the option is exercised.  Frequently,
rather than taking or making delivery of the underlying  instrument  through the
process of  exercising  the option,  listed  options are closed by entering into
offsetting  purchase or sale transactions that do not result in ownership of the
new option.

Each Fund's ability to close out its position as a purchaser or seller of an OCC
or exchange listed put or call option is dependent,  in part, upon the liquidity
of the option  market.  Among the  possible  reasons for the absence of a liquid
option market on an exchange are: (i)  insufficient  trading interest in certain
options; (ii) restrictions on transactions imposed by an exchange; (iii) trading
halts,  suspensions  or other  restrictions  imposed with respect to  particular
classes or series of options or underlying  securities  including reaching daily
price  limits;  (iv)  interruption  of the  normal  operations  of the OCC or an
exchange;  (v)  inadequacy  of the  facilities  of an  exchange or OCC to handle
current  trading  volume;  or  (vi)  a  decision  by one or  more  exchanges  to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant  market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.

The hours of trading for listed  options may not coincide  with the hours during
which the underlying  financial  instruments are traded.  To the extent that the
option   markets  close  before  the  markets  for  the   underlying   financial
instruments,  significant  price  and  rate  movements  can  take  place  in the
underlying markets that cannot be reflected in the option markets.

OTC  options  are  purchased  from  or  sold to  securities  dealers,  financial
institutions  or  other  parties  ("Counterparties")  through  direct  bilateral
agreement with the Counterparty.  In contrast to exchange listed options,  which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement,  term, exercise price,
premium,  guarantees and security,  are set by negotiation of the parties.  Each
Fund will only sell OTC  options  (other  than OTC  currency  options)  that are
subject to a buy-back provision permitting a Fund to require the Counterparty to
sell the option back to a Fund at a formula  price within seven days.  Each Fund
expects   generally  to  enter  into  OTC  options  that  have  cash  settlement
provisions, although it is not required to do so.

Unless the  parties  provide  for it,  there is no central  clearing or guaranty
function in an OTC option.  As a result,  if the  Counterparty  fails to make or
take delivery of the security,  currency or other  instrument  underlying an OTC
option  it has  entered  into  with a Fund or  fails  to make a cash  settlement
payment due in  accordance  with the terms of that option,  a Fund will lose any
premium  it paid  for the  option  as well  as any  anticipated  benefit  of the
transaction.  Accordingly,  the Adviser must assess the creditworthiness of each
such Counterparty or any guarantor or credit  enhancement of the  Counterparty's
credit to  determine  the  likelihood  that the terms of the OTC option  will be
satisfied.  Each Fund  will  engage in OTC  option  transactions  only with U.S.

                                       23
<PAGE>

government securities dealers recognized by the Federal Reserve Bank of New York
as "primary  dealers"  or  broker/dealers,  domestic  or foreign  banks or other
financial  institutions which have received (or the guarantors of the obligation
of which have  received) a short-term  credit rating of A-1 from S&P or P-1 from
Moody's or an  equivalent  rating  from any  nationally  recognized  statistical
rating organization ("NRSRO") or, in the case of OTC currency transactions,  are
determined to be of equivalent  credit quality by the Adviser.  The staff of the
SEC  currently  takes the position  that OTC options  purchased  by a Fund,  and
portfolio securities "covering" the amount of a Fund's obligation pursuant to an
OTC option sold by it (the cost of the sell-back plus the  in-the-money  amount,
if any) are  illiquid,  and are subject to a Fund's  limitation  on investing no
more than 15% of its net assets in illiquid securities.

If a Fund sells a call  option,  the  premium  that it  receives  may serve as a
partial hedge,  to the extent of the option  premium,  against a decrease in the
value of the  underlying  securities  or  instruments  in its  portfolio or will
increase a Fund's income. The sale of put options can also provide income.

Each Fund may  purchase  and sell call  options  on  securities  including  U.S.
Treasury and agency securities,  mortgage-backed  securities,  foreign sovereign
debt,  corporate  debt  securities,  equity  securities  (including  convertible
securities)  and  Eurodollar  instruments  that are traded on U.S.  and  foreign
securities  exchanges  and in the  over-the-counter  markets,  and on securities
indices,  currencies  and  futures  contracts.  All calls sold by a Fund must be
"covered"  (i.e., a Fund must own the securities or futures  contract subject to
the call) or must meet the asset  segregation  requirements  described  below as
long as the call is  outstanding.  Even  though a Fund will  receive  the option
premium to help  protect it against  loss,  a call sold by a Fund exposes a Fund
during  the term of the  option  to  possible  loss of  opportunity  to  realize
appreciation  in the market price of the  underlying  security or instrument and
may require a Fund to hold a security  or  instrument  which it might  otherwise
have sold.

Each  Fund may  purchase  and sell put  options  on  securities  including  U.S.
Treasury and agency securities,  mortgage-backed  securities,  foreign sovereign
debt,  corporate  debt  securities,  equity  securities  (including  convertible
securities)  and  Eurodollar  instruments  (whether  or not it holds  the  above
securities in its portfolio), and on securities indices,  currencies and futures
contracts other than futures on individual  corporate debt and individual equity
securities.  Each Fund will not sell put options if, as a result,  more than 50%
of a Fund's  total  assets  would be  required  to be  segregated  to cover  its
potential  obligations  under such put options  other than those with respect to
futures and options thereon. In selling put options, there is a risk that a Fund
may be required to buy the underlying security at a disadvantageous  price above
the market price.

General  Characteristics of Futures.  Each Fund may enter into futures contracts
or  purchase  or sell put and call  options on such  futures as a hedge  against
anticipated  interest rate, currency or equity market changes,  and for duration
management,  risk  management  and  return  enhancement  purposes.  Futures  are
generally  bought and sold on the  commodities  exchanges  where they are listed
with payment of initial and variation  margin as described  below. The sale of a
futures contract  creates a firm obligation by a Fund, as seller,  to deliver to
the buyer the specific type of financial  instrument  called for in the contract
at a specific  future  time for a  specified  price (or,  with  respect to index
futures and  Eurodollar  instruments,  the net cash amount).  Options on futures
contracts  are  similar  to  options on  securities  except  that an option on a
futures contract gives the purchaser the right in return for the premium paid to
assume a position in a futures contract and obligates the seller to deliver such
position.

Each Fund's use of futures and options  thereon will in all cases be  consistent
with  applicable  regulatory  requirements  and  in  particular  the  rules  and
regulations of the Commodity Futures Trading Commission and will be entered into
for bona fide hedging,  risk management (including duration management) or other
portfolio and return enhancement management purposes.  Typically,  maintaining a
futures  contract or selling an option thereon requires a Fund to deposit with a
financial  intermediary  as security  for its  obligations  an amount of cash or
other specified  assets (initial  margin) which initially is typically 1% to 10%
of the face amount of the  contract  (but may be higher in some  circumstances).
Additional  cash or assets  (variation  margin) may be required to be  deposited
thereafter  on a  daily  basis  as the  mark to  market  value  of the  contract
fluctuates. The purchase of an option on financial futures involves payment of a
premium for the option without any further  obligation on the part of a Fund. If
a Fund  exercises  an option on a futures  contract it will be obligated to post
initial margin (and  potential  subsequent  variation  margin) for the resulting
futures  position  just as it would  for any  position.  Futures  contracts  and
options thereon are generally settled by entering into an offsetting transaction
but  there  can be no  assurance  that  the  position  can be  offset  prior  to
settlement at an advantageous price, nor that delivery will occur.

                                       24
<PAGE>

Each Fund will not enter into a futures  contract or related  option (except for
closing transactions) if, immediately  thereafter,  the sum of the amount of its
initial margin and premiums on open futures  contracts and options thereon would
exceed 5% of a Fund's total assets  (taken at current  value);  however,  in the
case of an  option  that  is  in-the-money  at the  time  of the  purchase,  the
in-the-money  amount may be  excluded  in  calculating  the 5%  limitation.  The
segregation  requirements  with respect to futures contracts and options thereon
are described below.

Options on Securities  Indices and Other Financial  Indices.  Each Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through  the sale or  purchase  of options  on  individual  securities  or other
instruments.  Options on  securities  indices  and other  financial  indices are
similar to options on a security or other  instrument  except that,  rather than
settling by physical delivery of the underlying instrument,  they settle by cash
settlement,  i.e.,  an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds,  in the case of a call, or is less than,
in the case of a put, the exercise  price of the option  (except if, in the case
of an OTC option, physical delivery is specified).  This amount of cash is equal
to the excess of the closing  price of the index over the exercise  price of the
option,  which  also may be  multiplied  by a formula  value.  The seller of the
option is  obligated,  in return for the premium  received,  to make delivery of
this  amount.  The  gain or loss on an  option  on an  index  depends  on  price
movements in the instruments making up the market,  market segment,  industry or
other  composite  on which the  underlying  index is based,  rather  than  price
movements in  individual  securities,  as is the case with respect to options on
securities.

Currency  Transactions.  Each Fund may  engage  in  currency  transactions  with
Counterparties  primarily in order to hedge,  or manage the risk of the value of
portfolio holdings denominated in particular  currencies against fluctuations in
relative  value.  Currency  transactions  include  forward  currency  contracts,
exchange listed currency futures, exchange listed and OTC options on currencies,
and currency swaps. A forward currency contract involves a privately  negotiated
obligation  to purchase or sell (with  delivery  generally  required) a specific
currency at a future  date,  which may be any fixed number of days from the date
of the contract  agreed upon by the  parties,  at a price set at the time of the
contract.  A currency  swap is an agreement to exchange  cash flows based on the
notional  difference  among two or more currencies and operates  similarly to an
interest rate swap, which is described below.  Each Fund may enter into currency
transactions with  Counterparties  which have received (or the guarantors of the
obligations  which  have  received)  a  credit  rating  of  A-1 or P-1 by S&P or
Moody's, respectively, or that have an equivalent rating from a NRSRO or (except
for OTC currency  options) are determined to be of equivalent  credit quality by
the Adviser.

Each  Fund's  dealings  in  forward   currency   contracts  and  other  currency
transactions  such as futures,  options,  options on futures and swaps generally
will be limited to hedging  involving either specific  transactions or portfolio
positions  except as described  below.  Transaction  hedging is entering  into a
currency  transaction  with respect to specific assets or liabilities of a Fund,
which  will  generally  arise in  connection  with the  purchase  or sale of its
portfolio  securities or the receipt of income  therefrom.  Position  hedging is
entering  into  a  currency  transaction  with  respect  to  portfolio  security
positions denominated or generally quoted in that currency.

Each Fund generally will not enter into a transaction to hedge currency exposure
to an  extent  greater,  after  netting  all  transactions  intended  wholly  or
partially to offset other transactions,  than the aggregate market value (at the
time of entering into the  transaction)  of the securities held in its portfolio
that are denominated or generally  quoted in or currently  convertible into such
currency, other than with respect to proxy hedging or cross hedging as described
below.

Each Fund may also  cross-hedge  currencies  by entering  into  transactions  to
purchase or sell one or more  currencies  that are  expected to decline in value
relative to other  currencies  to which a Fund has or in which a Fund expects to
have portfolio exposure.

To reduce  the  effect of  currency  fluctuations  on the value of  existing  or
anticipated holdings of portfolio securities, each Fund may also engage in proxy
hedging.  Proxy  hedging  is  often  used  when the  currency  to which a Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging  entails  entering into a commitment or option to sell a currency  whose
changes in value are  generally  considered  to be  correlated  to a currency or
currencies  in which  some or all of a Fund's  portfolio  securities  are or are
expected to be  denominated,  in exchange  for U.S.  dollars.  The amount of the
commitment  or  option  would  not  exceed  the  value  of a  Fund's  securities
denominated in correlated currencies. For example, if the Adviser considers that
the Austrian schilling is correlated to the German  deutschemark (the "D-mark"),
a Fund holds securities

                                       25
<PAGE>

denominated in schillings and the Adviser  believes that the value of schillings
will decline against the U.S. dollar, the Adviser may enter into a commitment or
option to sell D-marks and buy dollars.  Currency  hedging  involves some of the
same risks and  considerations as other  transactions with similar  instruments.
Currency  transactions  can  result in losses  to a Fund if the  currency  being
hedged  fluctuates  in  value  to  a  degree  or  in a  direction  that  is  not
anticipated.  Further,  there is the risk that the perceived correlation between
various  currencies  may  not be  present  or  may  not be  present  during  the
particular time that a Fund is engaging in proxy hedging.  If a Fund enters into
a currency hedging  transaction,  a Fund will comply with the asset  segregation
requirements described below.

Risks of  Currency  Transactions.  Currency  transactions  are  subject to risks
different from those of other portfolio  transactions.  Because currency control
is of great  importance  to the  issuing  governments  and  influences  economic
planning and policy, purchases and sales of currency and related instruments can
be  negatively  affected  by  government  exchange  controls,   blockages,   and
manipulations or exchange restrictions imposed by governments.  These can result
in losses to a Fund if it is unable to deliver or receive  currency  or funds in
settlement of obligations  and could also cause hedges it has entered into to be
rendered  useless,  resulting  in full  currency  exposure as well as  incurring
transaction  costs.  Buyers and sellers of  currency  futures are subject to the
same risks that apply to the use of futures generally.  Further, settlement of a
currency  futures  contract for the purchase of most  currencies must occur at a
bank  based in the  issuing  nation.  Trading  options  on  currency  futures is
relatively  new,  and the ability to establish  and close out  positions on such
options is subject to the maintenance of a liquid market which may not always be
available.  Currency  exchange rates may fluctuate based on factors extrinsic to
that country's economy.

Combined Transactions. Each Fund may enter into multiple transactions, including
multiple options transactions,  multiple futures transactions, multiple currency
transactions  (including forward currency  contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions   ("component"   transactions),   instead  of  a  single  Strategic
Transaction,  as part of a single or combined  strategy  when, in the opinion of
the  Adviser,  it is in the  best  interests  of a Fund  to do  so.  A  combined
transaction  will usually  contain  elements of risk that are present in each of
its component transactions.  Although combined transactions are normally entered
into based on the Adviser's  judgment that the combined  strategies  will reduce
risk or otherwise  more  effectively  achieve the desired  portfolio  management
goal, it is possible that the  combination  will instead  increase such risks or
hinder achievement of the portfolio management objective.

Swaps, Caps, Floors and Collars.  Among the Strategic  Transactions into which a
Fund may enter  are  interest  rate,  currency,  index  and other  swaps and the
purchase or sale of related caps, floors and collars. Each Fund expects to enter
into these transactions primarily to preserve a return or spread on a particular
investment  or  portion  of  its   portfolio,   to  protect   against   currency
fluctuations,  as a duration  management  technique  or to protect  against  any
increase in the price of  securities a Fund  anticipates  purchasing  at a later
date. Each Fund will not sell interest rate caps or floors where it does not own
securities  or  other  instruments  providing  the  income  stream a Fund may be
obligated  to pay.  Interest  rate swaps  involve  the  exchange  by a Fund with
another party of their respective commitments to pay or receive interest,  e.g.,
an exchange of floating  rate payments for fixed rate payments with respect to a
notional  amount of principal.  A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential  among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference  indices.  The
purchase  of a cap  entitles  the  purchaser  to receive  payments on a notional
principal  amount from the party selling such cap to the extent that a specified
index exceeds a predetermined  interest rate or amount.  The purchase of a floor
entitles the purchaser to receive  payments on a notional  principal amount from
the party selling such floor to the extent that a specified  index falls below a
predetermined  interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a  predetermined  range of interest
rates or values.

Each Fund will usually  enter into swaps on a net basis,  i.e.,  the two payment
streams  are  netted  out in a cash  settlement  on the  payment  date or  dates
specified in the  instrument,  with a Fund receiving or paying,  as the case may
be, only the net amount of the two payments.  Inasmuch as a Fund will  segregate
assets (or enter  into  offsetting  positions)  to cover its  obligations  under
swaps,  the Adviser and the Fund  believe  such  obligations  do not  constitute
senior  securities under the 1940 Act and,  accordingly,  will not treat them as
being subject to its borrowing  restrictions.  Each Fund will not enter into any
swap, cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the Counterparty, combined with any
credit enhancements,  is rated at least A by S&P or Moody's or has an equivalent
rating from a NRSRO or is determined to be of equivalent  credit  quality by the
Adviser. If there is a default by the Counterparty,  a Fund may have contractual
remedies pursuant to the agreements related to the transaction.  The swap market
has  grown  substantially  in  recent

                                       26
<PAGE>

years with a large number of banks and  investment  banking firms acting both as
principals and as agents utilizing standardized swap documentation. As a result,
the swap market has become relatively liquid.  Caps, floors and collars are more
recent innovations for which  standardized  documentation has not yet been fully
developed and, accordingly, they are less liquid than swaps.

Eurodollar   Instruments.   Each  Fund  may  make   investments   in  Eurodollar
instruments.   Eurodollar  instruments  are  U.S.   dollar-denominated   futures
contracts or options  thereon which are linked to the London  Interbank  Offered
Rate ("LIBOR"), although foreign currency-denominated  instruments are available
from time to time.  Eurodollar  futures  contracts enable purchasers to obtain a
fixed  rate for the  lending  of funds and  sellers  to obtain a fixed  rate for
borrowings. Each Fund might use Eurodollar futures contracts and options thereon
to hedge against  changes in LIBOR,  to which many interest rate swaps and fixed
income instruments are linked.

Risks of Strategic  Transactions  Outside the U.S.  When  conducted  outside the
U.S., Strategic  Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees,  and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities,  currencies and other instruments.  The value of such positions also
could be adversely affected by: (i) other complex foreign  political,  legal and
economic factors,  (ii) lesser availability than in the U.S. of data on which to
make trading  decisions,  (iii) delays in a Fund's  ability to act upon economic
events occurring in foreign markets during  non-business hours in the U.S., (iv)
the  imposition of different  exercise and  settlement  terms and procedures and
margin  requirements  than  in the  U.S.,  and  (v)  lower  trading  volume  and
liquidity.

Use of Segregated and Other Special Accounts.  Many Strategic  Transactions,  in
addition to other  requirements,  require that a Fund  segregate  cash or liquid
assets with its custodian to the extent a Fund's  obligations  are not otherwise
"covered" through ownership of the underlying security,  financial instrument or
currency. In general,  either the full amount of any obligation by a Fund to pay
or deliver  securities or assets must be covered at all times by the securities,
instruments or currency required to be delivered,  or, subject to any regulatory
restrictions,  an amount of cash or liquid  assets at least equal to the current
amount of the obligation must be segregated  with the custodian.  The segregated
assets cannot be sold or transferred unless equivalent assets are substituted in
their place or it is no longer necessary to segregate them. For example,  a call
option written by a Fund will require the Fund to hold the securities subject to
the  call  (or  securities   convertible  into  the  needed  securities  without
additional  consideration)  or to segregate cash or liquid assets  sufficient to
purchase and deliver the securities if the call is exercised. A call option sold
by a Fund on an index will require the Fund to own  portfolio  securities  which
correlate  with the index or to  segregate  cash or liquid  assets  equal to the
excess of the index  value over the  exercise  price on a current  basis.  A put
option  written by a Fund  requires the Fund to segregate  cash or liquid assets
equal to the exercise price.

Except when a Fund enters into a forward  contract for the purchase or sale of a
security denominated in a particular currency, which requires no segregation,  a
currency  contract which obligates a Fund to buy or sell currency will generally
require a Fund to hold an amount of that currency or liquid  assets  denominated
in that currency equal to the Fund's  obligations or to segregate cash or liquid
assets equal to the amount of a Fund's obligation.

OTC options  entered into by a Fund,  including  those on securities,  currency,
financial  instruments  or  indices  and OCC issued and  exchange  listed  index
options,  will generally provide for cash settlement.  As a result,  when a Fund
sells  these  instruments  it will  only  segregate  an amount of cash or liquid
assets  equal to its accrued net  obligations,  as there is no  requirement  for
payment or delivery of amounts in excess of the net amount.  These  amounts will
equal 100% of the exercise price in the case of a non cash-settled put, the same
as an OCC guaranteed  listed option sold by a Fund, or the  in-the-money  amount
plus any sell-back  formula amount in the case of a cash-settled put or call. In
addition,  when a Fund  sells a call  option  on an  index  at a time  when  the
in-the-money  amount exceeds the exercise price, the Fund will segregate,  until
the option expires or is closed out, cash or cash equivalents  equal in value to
such excess.  OCC issued and exchange  listed  options sold by a Fund other than
those above  generally  settle with  physical  delivery,  or with an election of
either physical  delivery or cash settlement and a Fund will segregate an amount
of cash or liquid  assets  equal to the full value of the  option.  OTC  options
settling with physical delivery, or with an election of either physical delivery
or cash  settlement  will be treated  the same as other  options  settling  with
physical delivery.

In the case of a futures  contract  or an option  thereon,  a Fund must  deposit
initial  margin and possible daily  variation  margin in addition to segregating
cash or liquid assets  sufficient to meet its  obligation to purchase or provide
securities  or  currencies,  or to

                                       27
<PAGE>

pay the amount owed at the expiration of an index-based  futures contract.  Such
liquid  assets may  consist of cash,  cash  equivalents,  liquid  debt or equity
securities or other acceptable assets.

With respect to swaps, a Fund will accrue the net amount of the excess,  if any,
of its obligations  over its  entitlements  with respect to each swap on a daily
basis and will segregate an amount of cash or liquid assets having a value equal
to the accrued excess.  Caps,  floors and collars require  segregation of assets
with a value equal to a Fund's net obligation, if any.

Strategic  Transactions  may be covered  by other  means  when  consistent  with
applicable  regulatory  policies.  Each  Fund may  also  enter  into  offsetting
transactions so that its combined position,  coupled with any segregated assets,
equals  its  net  outstanding   obligation  in  related  options  and  Strategic
Transactions.  For  example,  a Fund  could  purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by the Fund.  Moreover,  instead of segregating  cash or liquid assets if a
Fund held a futures or forward  contract,  it could purchase a put option on the
same futures or forward  contract with a strike price as high or higher than the
price of the contract held.  Other Strategic  Transactions may also be offset in
combinations.  If the offsetting  transaction terminates at the time of or after
the primary  transaction no segregation is required,  but if it terminates prior
to such time, cash or liquid assets equal to any remaining obligation would need
to be segregated.

Non-Diversified  Investment  Company.  Emerging  Markets  Growth  Fund and Latin
America Fund is each classified as a  non-diversified  investment  company under
the 1940 Act,  which  means that each Fund is not limited by the 1940 Act in the
percentage  of its  assets  that it may  invest in the  obligations  of a single
issuer.  As a  "non-diversified"  investment  company,  a Fund may be subject to
greater market and credit risk than a more broadly  diversified  portfolio.  The
investment of a large percentage of a Fund's assets in the securities of a small
number of issuers may cause a Fund's share price to fluctuate  more than that of
a diversified investment company.

Warrants.  Each  Fund  may  invest  in  warrants  up to 5% of the  value  of its
respective net assets.  The holder of a warrant has the right, until the warrant
expires,  to  purchase  a given  number of shares  of a  particular  issuer at a
specified price.  Such investments can provide a greater potential for profit or
loss  than an  equivalent  investment  in the  underlying  security.  Prices  of
warrants  do not  necessarily  move,  however,  in tandem with the prices of the
underlying securities and are, therefore,  considered  speculative  investments.
Warrants  pay no dividends  and confer no rights  other than a purchase  option.
Thus,  if a  warrant  held  by a Fund  were  not  exercised  by the  date of its
expiration, the Fund would lose the entire purchase price of the warrant.



Borrowing. Each Fund is authorized to borrow money for purposes of liquidity and
to provide for  redemptions and  distributions.  Each Fund will borrow only when
the Adviser  believes  that  borrowing  will  benefit the Fund after taking into
account  considerations  such as the costs of the  borrowing.  Borrowing by each
Fund will involve  special risk  considerations.  Although the principal of each
Fund's  borrowings will be fixed, a Fund's assets may change in value during the
time a borrowing is outstanding, thus increasing exposure to capital risk.




Investing in Small  Companies.  Investment in securities of small  companies may
involve  greater risk than  investments in large  companies.  There is typically
less publicly  available  information  concerning  foreign and smaller companies
than for domestic and larger, more established  companies.  Some small companies
have limited product lines,  distribution  channels and financial and managerial
resources.   Also,   because  smaller  companies   normally  have  fewer  shares
outstanding  than larger  companies  and trade less  frequently,  it may be more
difficult for a Fund to buy and sell significant  amounts of such shares without
an

                                       28
<PAGE>

unfavorable impact on prevailing market prices. Some of the companies in which a
Fund may invest may  distribute,  sell or produce  products  which have recently
been  brought to market  and may be  dependent  on key  personnel  with  varying
degrees of experience.


PORTFOLIO TRANSACTIONS

Brokerage

         Allocation of brokerage is supervised by the Adviser.


         The primary objective of the Adviser in placing orders for the purchase
and sale of securities  for a Fund is to obtain the most  favorable net results,
taking into account such factors as price, commission where applicable,  size of
order,   difficulty   of  execution   and  skill   required  of  the   executing
broker/dealer.  The Adviser  seeks to evaluate  the  overall  reasonableness  of
brokerage commissions paid (to the extent applicable) through the familiarity of
the  Scudder  Investor  Services,  Inc.  ("SIS")  with  commissions  charged  on
comparable  transactions,  as well as by comparing commissions paid by a Fund to
reported  commissions paid by others.  The Adviser routinely reviews  commission
rates,  execution  and  settlement  services  performed  and makes  internal and
external comparisons.


         The Funds' purchases and sales of fixed-income securities are generally
placed by the Adviser with primary  market makers for these  securities on a net
basis,  without any  brokerage  commission  being paid by a Fund.  Trading does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices.  Purchases of
underwritten  issues may be made, which will include an underwriting fee paid to
the underwriter.

         When it can be done  consistently with the policy of obtaining the most
favorable net results,  it is the  Adviser's  practice to place such orders with
broker/dealers  who supply  brokerage and research  services to the Adviser or a
Fund.  The  term  "research  services"  includes  advice  as  to  the  value  of
securities;  the advisability of investing in, purchasing or selling securities;
the  availability  of securities or  purchasers  or sellers of  securities;  and
analyses  and  reports  concerning  issuers,  industries,  securities,  economic
factors and trends,  portfolio  strategy and the  performance  of accounts.  The
Adviser is authorized when placing portfolio transactions,  if applicable, for a
Fund to pay a brokerage  commission in excess of that which another broker might
charge for executing the same  transaction on account of execution  services and
the receipt of research services. The Adviser has negotiated arrangements, which
are  not   applicable   to  most   fixed-income   transactions,   with   certain
broker/dealers pursuant to which a broker/dealer will provide research services,
to the  Adviser  or a Fund in  exchange  for the  direction  by the  Adviser  of
brokerage  transactions  to  the  broker/dealer.  These  arrangements  regarding
receipt of research  services  generally apply to equity security  transactions.
The  Adviser  may  place  orders  with a  broker/dealer  on the  basis  that the
broker/dealer has or has not sold shares of a Fund. In effecting transactions in
over-the-counter securities,  orders are placed with the principal market makers
for the security being traded  unless,  after  exercising  care, it appears that
more favorable results are available elsewhere.


To the  maximum  extent  feasible,  it is expected  that the Adviser  will place
orders for portfolio  transactions through SIS which is a corporation registered
as a  broker/dealer  and a subsidiary  of the Adviser;  SIS will place orders on
behalf of a Fund with issuers,  underwriters  or other brokers and dealers.  SIS
will not receive any commission,  fee or other remuneration from a Fund for this
service.

Although certain research services from  broker/dealers  may be useful to a Fund
and to the Adviser,  it is the opinion of the Adviser that such information only
supplements the Adviser's own research  effort since the information  must still
be analyzed,  weighed, and reviewed by the Adviser's staff. Such information may
be useful to the Adviser in providing  services to clients other than the Funds,
and not all such  information is used by the Adviser in connection  with a Fund.
Conversely,  such information provided to the Adviser by broker/dealers  through
whom other clients of the Adviser effect  securities  transactions may be useful
to the Adviser in providing services to a Fund.

The Trustees review, from time to time, whether the recapture for the benefit of
a Fund of some portion of the brokerage  commissions or similar fees paid by the
Funds on portfolio transactions is legally permissible and advisable.


                                       29
<PAGE>



The table below shows total brokerage commissions paid by each Fund for the most
recent  fiscal  period and the  percentage  thereof that was  allocated to firms
based upon research information provided.

<TABLE>
<CAPTION>
                                                                            Total
                                                                          Brokerage
                                                  Total Brokerage        Commissions       Total Amount of        Percentage
                                                   Commissions          Paid to Firms        Commissions         Allocated to
                                                     Paid in              Based on            Paid to           Firms Based on
                     Fund                           Fiscal 1998*           Research          Affiliates           Research
- ----------------------------------------------- -------------------- -------------------- ------------------- --------------------
<S>                                                  <C>                   <C>                     <C>                 <C>
Global Blue Chip Fund                                $23,222               $20,993                 $0                  90%
Emerging Markets Growth Fund                         $14,700               $14,077                 $0                  96%
Latin America Fund                                   $ 5,941                $5,881                 $0                  99%
</TABLE>


* For the period from  commencement  of operations on December 31, 1997 (January
8, 1998, in the case of Emerging Markets Growth Fund) to October 31, 1998.


         For Global Blue Chip Fund,  for the fiscal year ended October 31, 1999,
$454,169 (89.11% of the total brokerage  commissions  paid) resulted from orders
placed,  consistent with the policy of obtaining the most favorable net results,
with  brokers  and  dealers  who  provided  supplementary  research  market  and
statistical  information  to the  Fund  or the  Adviser.  The  total  amount  of
brokerage transactions  aggregated $465,504,428 of which $390,035,622 (83.79% of
all  brokerage   transactions)   were   transactions   which  included  research
commissions.

         For Emerging Markets Growth Fund, for the fiscal year ended October 31,
1999,  $24,360  (89.42% of the total brokerage  commissions  paid) resulted from
orders  placed,  consistent  with the policy of obtaining the most favorable net
results, with brokers and dealers who provided supplementary research market and
statistical  information  to the  Fund  or the  Adviser.  The  total  amount  of
brokerage transactions  aggregated $5,627,307 of which $4,819,817 (85.65% of all
brokerage transactions) were transactions which included research commissions.

         For Latin  America  Fund,  for the fiscal year ended  October 31, 1999,
$7,658  (87.65% of the total  brokerage  commissions  paid) resulted from orders
placed,  consistent with the policy of obtaining the most favorable net results,
with  brokers  and  dealers  who  provided  supplementary  research  market  and
statistical  information  to the  Fund  or the  Adviser.  The  total  amount  of
brokerage transactions  aggregated $3,792,518 of which $3,152,345 (83.12% of all
brokerage transactions) were transactions which included research commissions.


Each Fund's average portfolio  turnover rate is the ratio of the lesser of sales
or purchases to the monthly  average  value of the  portfolio  securities  owned
during the year, excluding all securities with maturities or expiration dates at
the time of  acquisition  of one year or less.  A higher rate  involves  greater
brokerage  transaction  expenses to a Fund and may result in the  realization of
greater net  short-term or long-term  capital  gains,  which would be taxable to
shareholders  when  distributed.  Purchases  and sales  are made for the  Fund's
portfolio  whenever  necessary,  in  management's  opinion,  to meet the  Fund's
objective.  The  portfolio  turnover  rate for the fiscal year ended October 31,
1999 for Global Blue Chip Fund,  Emerging  Markets Growth Fund and Latin America
Fund was 68%, 78% and 76%,  respectively.  The  portfolio  turnover rate for the
period  December 31, 1997  (commencement  of operations) to October 31, 1998 for
Global Blue Chip Fund and Latin America Fund was 68% and 55%, respectively.  The
portfolio  turnover  rate  for the  period  January  9,  1998  (commencement  of
operations) to October 31, 1998 for Emerging Markets Growth Fund was 68%.


                                       30
<PAGE>

INVESTMENT MANAGER AND UNDERWRITER

INVESTMENT MANAGER.  Scudder Kemper  Investments,  Inc. ("Scudder Kemper" or the
"Adviser"),  Two  International  Place,  Boston,  Massachusetts,  is each Fund's
investment manager.

This organization is one of the most experienced  investment management firms in
the United States. It was established as a partnership in 1919 and pioneered the
practice of providing  investment  counsel to individual clients on a fee basis.
In 1953 the Adviser  introduced  Scudder  International  Fund,  Inc.,  the first
mutual fund  available in the U.S.  investing  internationally  in securities of
issuers in several foreign  countries.  The predecessor  firm reorganized from a
partnership  to a  corporation  on June 28, 1985.  On June 26,  1997,  Adviser's
predecessor  entered into an agreement with Zurich Insurance Company  ("Zurich")
pursuant to which the predecessor and Zurich agreed to form an alliance.


Founded in 1872, Zurich is a multinational,  public corporation  organized under
the laws of  Switzerland.  Its home  office is  located  at  Mythenquai  2, 8002
Zurich,  Switzerland.  Historically,  Zurich's  earnings  have resulted from its
operations as an insurer as well as from its ownership of its  subsidiaries  and
affiliated  companies  (the  "Zurich  Insurance  Group").  Zurich and the Zurich
Insurance  Group provide an extensive  range of insurance  products and services
and have branch offices and  subsidiaries  in more than 40 countries  throughout
the world.


Pursuant to investment  management  agreements,  the Adviser acts as each Fund's
investment adviser,  manages its investments,  administers its business affairs,
furnishes office facilities and equipment,  provides clerical and administrative
services,  and  permits  any of its  officers  or  employees  to  serve  without
compensation  as directors or officers of the Fund if elected to such positions.
The investment management agreement provides that each Fund pays the charges and
expenses of its operations, including the fees and expenses of directors (except
those  who  are  affiliates  of the  Adviser),  independent  auditors,  counsel,
custodian and transfer agent,  and the cost of share  certificates,  reports and
notices to shareholders,  brokerage  commissions or transaction  costs, costs of
calculating  net asset value and  maintaining  all accounting  records  thereto,
taxes and membership  dues.  Each Fund bears the expenses of registration of its
shares with the Securities and Exchange  Commission,  and,  effective January 1,
2000, the cost of qualifying and  maintaining the  qualification  of each Fund's
shares for sale  under the  securities  laws of the  various  states  ("Blue Sky
Expense").  Prior to January 1, 2000, Kemper  Distributors,  Inc.  ("KDI"),  222
South Riverside Plaza, Chicago, Illinois, 60606, as principal underwriter,  paid
the Blue Sky Expense.




At December 31, 1997, pursuant to the terms of an agreement,  Scudder, Stevens &
Clark, Inc. ("Scudder") and Zurich formed a new global organization by combining
Scudder with Zurich Kemper  Investments,  Inc.  ("ZKI"),  a former subsidiary of
Zurich and the former  investment  manager to each Fund, and Scudder changed its
name to Scudder Kemper Investments, Inc. As a result of the transaction,  Zurich
owned approximately 70% of the Adviser,  with the balance owned by the Adviser's
officers and employees.

On September 7, 1998, the businesses of Zurich (including  Zurich's 70% interest
in Scudder  Kemper) and the financial  services  businesses of B.A.T  Industries
p.l.c.  ("B.A.T")  were  combined to form a new global  insurance  and financial
services  company  known as Zurich  Financial  Services,  Inc.  By way of a dual
holding  company   structure,   former  Zurich   shareholders   initially  owned
approximately 57% of Zurich Financial Services, Inc., with the balance initially
owned by former B.A.T shareholders.


Upon  consummation  of  this  transaction,   each  Fund's  existing   investment
management  agreement  with Scudder Kemper was deemed to have been assigned and,
therefore,  terminated.  The Board approved new investment management agreements
with  Scudder  Kemper,  which are  substantially  identical  to the then current
investment  management  agreements,  except  for  the  dates  of  execution  and
termination.  These agreements became effective upon the termination of the then
current  investment  management  agreements and were approved by shareholders at
special meetings held in December 1998.


Each investment  management  agreement provides that Scudder Kemper shall not be
liable for any error of judgment or of law, or for any loss suffered by the Fund
in  connection  with the matters to which the agreement  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Scudder Kemper in the performance of its obligations and duties, or by reason of
its reckless disregard of its obligations and duties under each agreement.

                                       31
<PAGE>

Certain  investments  may be  appropriate  for a Fund and also for other clients
advised by the Adviser.  Investment  decisions  for a Fund and other clients are
made with a view toward  achieving their  respective  investment  objectives and
after  consideration of such factors as their current holdings,  availability of
cash for investment and the size of their investments generally.  Frequently,  a
particular  security  may be bought or sold for only one client or in  different
amounts  and at  different  times for more  than one but less than all  clients.
Likewise,  a particular  security may be bought for one or more clients when one
or more other clients are selling the security. In addition,  purchases or sales
of the same  security may be made for two or more  clients on the same date.  In
such event,  such  transactions  will be allocated among the clients in a manner
believed by the Adviser to be equitable to each. In some cases,  this  procedure
could have an adverse effect on the price or amount of the securities  purchased
or sold by a Fund.  Purchase  and sale  orders for a Fund may be  combined  with
those of other  clients of the  Adviser in the  interest of  achieving  the most
favorable net results to the Fund.


The Investment Management Agreements (the "Agreements") between the Corporation,
on behalf of each Fund,  and the Adviser were  approved by the  Directors of the
Corporation on September 22, 1998. Each Agreement is dated September 7, 1998 and
will  continue  in  effect  until  September  30,  2000  and  from  year to year
thereafter  only  if its  continuance  is  approved  annually  by the  vote of a
majority of those  Directors who are not parties to such Agreement or interested
persons of the Adviser or the Fund,  cast in person at a meeting  called for the
purpose of voting on such approval,  and by a majority vote either of the Fund's
Directors or of the  outstanding  voting  securities of the Fund. Each Agreement
may be  terminated  at any time  without  payment of penalty by either  party on
sixty days' written  notice,  and  automatically  terminates in the event of its
assignment.


Under each Agreement,  the Adviser  provides the particular Fund with continuing
investment  management  for the  Fund's  portfolio  consistent  with the  Fund's
investment objectives,  policies and restrictions and determines what securities
shall be purchased  for the  portfolio of the Fund,  what  portfolio  securities
shall be held or sold by the Fund and what portion of the Fund's assets shall be
held  uninvested,  subject  always to the  provisions of the Fund's  Articles of
Incorporation  and  By-Laws,  the  1940  Act  and  the  Code  and to the  Fund's
investment objectives,  policies and restrictions and subject,  further, to such
policies and  instructions  as the Directors of the Corporation may from time to
time  establish.  The Adviser  also  advises  and  assists  the  officers of the
Corporation  in taking such steps as are necessary or  appropriate  to carry out
the decisions of its Directors and the  appropriate  committees of the Directors
regarding the conduct of the business of a Fund.

The Adviser also renders  significant  administrative  services  (not  otherwise
provided by third parties)  necessary for each Fund's  operations as an open-end
investment company including,  but not limited to, preparing reports and notices
to  the  Directors  and  shareholders;   supervising,   negotiating  contractual
arrangements with, and monitoring various  third-party  service providers to the
Fund (such as the Funds' transfer agent, pricing agents, custodian,  accountants
and others);  preparing  and making  filings  with the SEC and other  regulatory
agencies;  assisting in the preparation and filing of each Fund's federal, state
and local tax  returns;  preparing  and filing  each Fund's  federal  excise tax
returns;  assisting with investor and public relations  matters;  monitoring the
valuation of securities and the  calculation of net asset value;  monitoring the
registration  of  shares  of  each  Fund  under  applicable  federal  and  state
securities  laws;  maintaining  each Fund's  books and records to the extent not
otherwise  maintained  by a third party;  assisting in  establishing  accounting
policies of each Fund;  assisting  in the  resolution  of  accounting  and legal
issues; establishing and monitoring each Fund's operating budget; processing the
payment of each Fund's bills;  assisting  each Fund in, and otherwise  arranging
for, the payment of distributions  and dividends;  and otherwise  assisting each
Fund in the conduct of its business, subject to the direction and control of the
Directors.

The Adviser pays the  compensation  and expenses of all Directors,  officers and
executive  employees of the  Corporation  affiliated  with the Adviser and makes
available,  without expense to the Corporation,  the services of such Directors,
officers  and  employees  of the  Adviser  as may duly be  elected  officers  or
Directors of the Corporation,  subject to their individual  consent to serve and
to any limitations  imposed by law, and provides the Corporation's  office space
and facilities.

The Funds each pay the Adviser an investment management fee, payable monthly, at
the annual rates shown below.

Global Blue Chip Fund........................  1.00% for the first $250 million
                                               0.95% for the next $750 million
                                               0.90% over $1 billion
Emerging Markets Growth Fund.................  1.25%
Latin America Fund...........................  1.25% for the first $250 million
                                               1.20% for the next $750 million
                                               1.15% over $1 billion

                                       32
<PAGE>



For Global Blue Chip Fund, by contract,  total operating  expenses are capped at
1.80%,  2.68% and 2.65% for Class A,  Class B and Class C shares,  respectively,
through  2/28/2001.  For the fiscal period ended  October,  31, 1998 and for the
fiscal year ended October 31, 1999,  the Fund incurred no management  fees after
an expense reduction by Scudder Kemper.

For Emerging  Markets  Growth Fund, by contract,  total  operating  expenses are
capped  at 2.28%,  3.18%  and  3.15%  for  Class A,  Class B and Class C shares,
respectively,  through 2/28/2001.  For the fiscal period ended October, 31, 1998
and for the fiscal year ended October 31, 1999,  the Fund incurred no management
fees after an expense reduction by Scudder Kemper.

For Latin  America  Fund, by contract,  total  operating  expenses are capped at
2.19%,  3.07% and 3.04% for Class A,  Class B and Class C shares,  respectively,
through  2/28/2001.  For the fiscal period ended  October,  31, 1998 and for the
fiscal year ended October 31, 1999,  the Fund incurred no management  fees after
an expense reduction by Scudder Kemper.



The  expenses  of each Fund,  and of other  investment  companies  investing  in
foreign  securities can be expected to be higher than for  investment  companies
investing  primarily in domestic  securities  since the costs of  operation  are
higher,  including  custody and  transaction  costs for foreign  securities  and
investment management fees.

Under the  Agreement  each  Fund is  responsible  for all of its other  expenses
including  organizational  costs,  fees and expenses incurred in connection with
membership in investment company organizations; fees and expenses of each Fund's
accounting agent; brokers' commissions; legal, auditing and accounting expenses;
the fees and expenses of the Transfer  Agent;  and any other  expenses of issue,
sale,  underwriting,  distribution,  redemption  or  repurchase  of shares;  the
expenses of and the fees for registering or qualifying  securities for sale; the
fees and expenses of Directors,  officers and employees of the  Corporation  who
are not  affiliated  with the  Adviser;  the cost of printing  and  distributing
reports  and  notices  to  shareholders;  and  the  fees  and  disbursements  of
custodians.  Each Fund may arrange to have third  parties  assume all or part of
the expenses of sale,  underwriting and distribution of shares of the Fund. Each
Fund is also responsible for its expenses of shareholder  meetings,  the cost of
responding to shareholders'  inquiries,  and its expenses incurred in connection
with litigation,  proceedings and claims and the legal obligation it may have to
indemnify  its  officers  and  Directors  with respect  thereto.  The  Agreement
expressly provides that the Adviser shall not be required to pay a pricing agent
of the Fund for portfolio pricing services, if any.



In reviewing  the terms of the  Agreement  and in  discussions  with the Adviser
concerning  such  Agreement,  the  Directors  of the  Corporation  who  are  not
"interested persons" of the Corporation have been represented by Vedder,  Price,
Kaufman & Kammholz, as independent counsel at each Fund's expense.

Officers and  employees  of the Adviser from time to time may have  transactions
with various  banks,  including the Funds'  custodian  bank. It is the Adviser's
opinion that the terms and conditions of those  transactions which have occurred
were  not   influenced  by  existing  or  potential   custodial  or  other  Fund
relationships.

None of the officers or Directors of the  Corporation may have dealings with the
Corporation  as  principals  in the  purchase or sale of  securities,  except as
individual subscribers or holders of shares of the Corporation.

Employees of the Adviser and certain of its  subsidiaries  are permitted to make
personal securities  transactions,  subject to requirements and restrictions set
forth in the Adviser's Code of Ethics.  The Code of Ethics  contains  provisions
and requirements  designed to identify and address certain conflicts of interest
between personal investment  activities and the interests of investment advisory
clients  such as those of each Fund.  Among  other  things,  the Code of Ethics,
which generally  complies with standards  recommended by the Investment  Company
Institute's  Advisory Group on Personal  Investing,  prohibits  certain types of
transactions  absent prior approval,  imposes time periods during which personal
transactions may not be made in certain

                                       33
<PAGE>

securities,  and requires the submission of duplicate broker  confirmations  and
monthly reporting of securities  transactions.  Additional restrictions apply to
portfolio  managers,  traders,  research  analysts  and others  involved  in the
investment  advisory  process.  Exceptions to these and other  provisions of the
Code of Ethics  may be  granted  in  particular  circumstances  after  review by
appropriate personnel.

The  Adviser  may  serve as  adviser  to other  funds  with  similar  investment
objectives  and  policies  to  those  of  the  Funds  that  may  have  different
distribution arrangements or expenses, which may affect performance.

PRINCIPAL  UNDERWRITER.  Pursuant to an underwriting and  distribution  services
agreement  ("distribution  agreement"),  Kemper Distributors,  Inc. ("KDI"), 222
South Riverside Plaza, Chicago, Illinois, 60606, a subsidiary of the Adviser, is
the principal  underwriter  and distributor for the shares of each Fund and acts
as agent of each Fund in the continuous offering of its shares. KDI bears all of
its  expenses of  providing  services  pursuant to the  distribution  agreement,
including  the  payment  of any  commissions.  Each  Fund  pays the cost for the
prospectus  and  shareholder  reports to be set in type and printed for existing
shareholders,  and KDI pays for the printing and  distribution of copies thereof
used in connection  with the offering of shares to  prospective  investors.  KDI
also pays for supplementary sales literature and advertising costs.

The distribution agreement continues in effect from year to year so long as such
continuance  is approved for each class at least annually by a vote of the Board
of  Directors  of each Fund,  including  the  Directors  who are not  interested
persons of each Fund and who have no direct or  indirect  financial  interest in
the agreement.  The distribution agreement automatically terminates in the event
of its assignment and may be terminated for a class at any time without  penalty
by each  Fund or by KDI upon 60 days'  notice.  Termination  by each  Fund  with
respect to a class may be by vote of a majority of the Board of Directors,  or a
majority of the  Directors who are not  interested  persons of each Fund and who
have no direct or indirect financial interest in the distribution  agreement, or
a "majority of the outstanding  voting securities" of the class of each Fund, as
defined  under the 1940 Act.  The  distribution  agreement  may be amended for a
class by the Board of  Directors in the manner  described  above with respect to
the continuation of the distribution  agreement.  The provisions  concerning the
continuation,  amendment and termination of the distribution  agreement are on a
class by class basis.

Class A  Shares.  KDI  receives  no  compensation  from the  Funds as  principal
underwriter  for Class A shares and pays all  expenses of  distribution  of each
Fund's Class A shares under the  distribution  agreements  not otherwise paid by
dealers or other  financial  services  firms.  As indicated  under "Purchase and
Redemption  of Shares," KDI retains the sales charge upon the purchase of shares
and pays out a portion of this sales charge or allows  concessions  or discounts
to firms for the sale of each Fund's Class A shares.

The  following  information  concerns  the  underwriting   commissions  paid  in
connection  with each Fund's Class A shares for the fiscal  period ended October
31, 1998 and 1999:

<TABLE>
<CAPTION>

                                                                                    Commissions             Commissions
                                                            Commissions            Allowed by KDI            Paid to KDI
                Fund                    Fiscal Year       Retained by KDI             to Firms            Affiliated Firms
- -------------------------------------- --------------- ----------------------- ----------------------- -----------------------

<S>                                        <C>                 <C>                    <C>                            <C>
Global Blue Chip Fund                      1998*               $3,024                 $136,361                       0
                                           1999                $6,328                  $38,617
                                                                                                                     0
Emerging Markets Growth Fund               1998*               $1,066                  $13,730                       0
                                           1999                  $843                   $3,000                       0

Latin America Fund                         1998*                 $129                   $3,103                       0
                                           1999                  $283                   $2,094
                                                                                                                     0

</TABLE>


*  For the period from  commencement of operations on December 31, 1997 (January
   8, 1998, in the case of Emerging Markets Growth Fund) to October 31, 1998.


Rule 12b-1 Plans. The Fund has adopted,  in accordance with Rule 12b-1 under the
1940 Act, separate Rule 12b-1 distribution plans pertaining to each Fund's Class
B and Class C shares.  Since each Fund's  12b-1 Plan (the  "Plan")  provides for
fees  payable as an expense of each of the Class B shares and the Class C shares
that are used by KDI to pay for  distribution  services for those classes,  each
agreement  is approved and  reviewed  separately  for the Class B shares and the
Class C shares in accordance with

                                       34
<PAGE>

Rule 12b-1 under the 1940 Act, which regulates the manner in which an investment
company  may,  directly or  indirectly,  bear the expenses of  distributing  its
shares. Because 12b-1 fees are paid out of fund assets on an ongoing basis, they
will,  over time,  increase  the cost of the  investment  and may cost more than
other types of sales charges. As of December 31, 1999, each Fund's Plan has been
separated from its distribution agreement.


Class B Shares.  For its services  under each Plan, KDI receives a fee from each
Fund, payable monthly,  at the annual rate of 0.75% of each Fund's average daily
net assets  attributable to its Class B shares.  This fee is accrued daily as an
expense of Class B shares.  KDI also  receives  any  contingent  deferred  sales
charges.  See "Purchase and  Redemption  of Shares - Contingent  Deferred  Sales
Charge - Class B Shares." KDI currently  compensates  firms for sales of Class B
shares at a commission rate of 3.75%.

Class C Shares.  For its services  under each Plan, KDI receives a fee from each
Fund,  payable monthly,  at the annual rate of 0.75% of average daily net assets
of each Fund attributable to its Class C shares. This fee is accrued daily as an
expense  of Class C shares.  KDI  currently  advances  to firms  the first  year
distribution fee at a rate of 0.75% of the purchase price of Class C shares. For
periods  after the first  year,  KDI  currently  pays firms for sales of Class C
shares a distribution fee, payable quarterly,  at an annual rate of 0.75% of net
assets  attributable  to Class C shares  maintained and serviced by the firm and
the fee  continues  until  terminated  by KDI or a Fund.  KDI also  receives any
contingent  deferred  sales  charges.  See  "Redemption  or Repurchase of Shares
Contingent Deferred Sales Charges - Class C Shares."

If the  Plan  for a class is  terminated  in  accordance  with  its  terms,  the
obligation  of the Fund to make payments to KDI pursuant to such Plan will cease
and the Fund will not be  required  to make any  payments  past the  termination
date.  Thus,  there is no  legal  obligation  for the  Fund to pay any  expenses
incurred  by KDI in excess of its fees under a Plan,  if for any reason the Plan
is terminated in accordance with its terms.  Future fees under a Plan may or may
not be sufficient to reimburse KDI for its expenses  incurred.  (See  "Principal
Underwriter" for more information.)


Expenses  of each Fund and of KDI, in  connection  with the Rule 12b-1 Plans for
the Class B and Class C shares for the fiscal  year ended  October  31, 1999 and
1998 are set  forth  below.  A portion  of the  marketing,  sales and  operating
expenses shown below could be considered overhead expenses.


                                       35
<PAGE>

<TABLE>
<CAPTION>

                                Distribution          Contingent        Commissions     Distribution
                                Fees Paid by        Deferred Sales        Paid by       Fees Paid by
                      Fiscal       Fund to          Charges Paid to   Underwriter to   Underwriter to
       Fund            Year*     Underwriter**        Underwriter          Firms      Affiliated Firms
- ------------------- ----------- ------------------ ------------------ ---------------- ----------------

- -------------------------------------------------------------------------------------------------------
Class B Shares
- -------------------------------------------------------------------------------------------------------

<S>                     <C>     <C>                <C>                <C>                    <C>
Global Blue Chip        1999    $39,778            $10,159            $121,886               $0
Fund                    1998*   $0**               $426               $93,220                $0

Emerging Markets        1999    $7,238             $2,287             $24,722                $0
Growth Fund             1998*   $O**               $0                 $16,199                $0

Latin America           1999    $3,404             $1,939             $7,458                 $0
Fund                    1998*   $0**               $17                $9,521                 $0

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


                                            Other Distribution Expenses Paid by Underwriter

                                   Advertising                                    Misc.
                      Fiscal          and        Prospectus   Marketing and     Operating     Interest
       Fund            Year        Literature     Printing    Sales Expenses     Expenses      Expense
- ------------------- -----------   ------------- ------------- --------------- ------------ ------------

- -------------------------------------------------------------------------------------------------------
Class B Shares
- -------------------------------------------------------------------------------------------------------


Global Blue Chip        1999    $ $9,074        $682          $24,791         $8,865       $18,243
Fund                    1998*   $ $4,946        $777          $13,165         $13,180      $4,165

Emerging Markets        1999    $ $1,274        $80           $3,395          $6,171       $6,622
Growth Fund             1998*   $ $8009         $140          2,213           $12,876      $875

Latin America           1999    $ $655          $40           $1,724          $5,899       $5,410
Fund                    1998*   $ $460          $68           $1,174          $25,732      801

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






                                Distribution          Contingent        Commissions     Distribution
                                Fees Paid by        Deferred Sales        Paid by       Fees Paid by
                      Fiscal       Fund to          Charges Paid to   Underwriter to   Underwriter to
       Fund            Year*     Underwriter          Underwriter          Firms      Affiliated Firms
- ------------------- ----------- ------------------ ------------------ ---------------- ---------------

- -------------------------------------------------------------------------------------------------------
Class C Shares
- -------------------------------------------------------------------------------------------------------

Global Blue Chip        1999    $10,387            $777               $11,880                $0
Fund                    1998*   $0**               $92                $5,568                 $0

Emerging Markets        1999    $2,750             $135               $2,683                 $0
Growth Fund             1998*   $0**               $5                 $987                   $0

Latin America           1999    $523               $64                $672                   $0
Fund                    1998*   $0**               $72                $418                   $0

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


                                            Other Distribution Expenses Paid by Underwriter

                                   Advertising                                    Misc.
                      Fiscal          and        Prospectus   Marketing and     Operating     Interest
       Fund            Year        Literature     Printing    Sales Expenses     Expenses      Expense
- ------------------- -----------  ------------- ------------- --------------- ------------ ------------

- -------------------------------------------------------------------------------------------------------
Class C Shares
- -------------------------------------------------------------------------------------------------------


Global Blue Chip        1999    $   $3,337        $256          $9,161          $4,366       $1,980
Fund                    1998*   $   $1,757        $257          $4,385          $9,322       $287

Emerging Markets        1999    $   $425          $19           $1,059          $4,253       $1061,491
Growth Fund             1998*   $   $298          $69           $925            $13,102

Latin America           1999    $   $511          $9            $420            $2,745       $2,116
Fund                    1998*   $   $126          $21           $309            $23,297      $32

- -------------------------------------------------------------------------------------------------------
</TABLE>


* For the period from  commencement  of operations on December 31, 1997 (January
8, 1998, in the case of Emerging Markets Growth Fund) to October 31, 1998.


** Amounts shown reflect fee waiver in effect.


<PAGE>



ADMINISTRATIVE SERVICES. Administrative services are provided to each Fund under
an administrative services agreement ("administrative  agreement") with KDI. KDI
bears all its  expenses of  providing  services  pursuant to the  administrative
agreement between KDI and each Fund,  including the payment of service fees. For
the  services  under  the  administrative  agreement,  each  Fund's  pays KDI an
administrative  services fee, payable monthly,  at an annual rate of up to 0.25%
of average daily net assets of Class A, B and C shares of each Fund.


         KDI enters into related  arrangements with various  broker-dealer firms
and other service or  administrative  firms ("firms") that provide  services and
facilities for their customers or clients who are investors in a Fund. The firms
provide such office space and equipment,  telephone  facilities and personnel as
is necessary  or  beneficial  for  providing  information  and services to their
clients.  Such  services and  assistance  may  include,  but are not limited to,
establishing  and  maintaining  accounts  and records,  processing  purchase and
redemption   transactions,   answering  routine  inquiries   regarding  a  Fund,
assistance  to clients in changing  dividend  and  investment  options,  account
designations  and  addresses  and such other  administrative  services as may be
agreed  upon from time to time and  permitted  by  applicable  statute,  rule or
regulation.  KDI pays these  firms  based on assets of Fund  accounts  the firms
service.  With  respect  to Class A shares,  KDI pays  each firm a service  fee,
payable  quarterly,  at an annual  rate of up to 0.25% of the net assets in Fund
accounts  that it  maintains  and  services  attributable  to  Class  A  shares,
commencing with the month after investment.  With respect to Class B and Class C
shares,  KDI currently advances to firms the first-year service fee at a rate of
up to 0.25% of the purchase  price of such shares.  For periods  after the first
year, KDI currently  intends to pay firms a service fee at a rate of up to 0.25%
(calculated  monthly and paid quarterly) of the net assets attributable to Class
B and Class C shares  maintained and serviced by the firm. After the first year,
a firm becomes  eligible  for the  quarterly  service fee and the fee  continues
until  terminated  by KDI or each Fund.  Firms to which service fees may be paid
may include affiliates of KDI. In addition, KDI may, from time to time, from its
own resources,  pay certain firms additional amounts for ongoing  administrative
services  and  assistance  provided  to  their  customers  and  clients  who are
shareholders of the Funds.

         KDI also may  provide  some of the above  services  and may  retain any
portion  of the fee  under  the  administrative  agreement  not paid to firms to
compensate itself for administrative  functions performed for a Fund. Currently,
the  administrative  services fee payable to KDI is payable at an annual rate of
0.25%  based  upon  Fund  assets  in   accounts   for  which  a  firm   provides
administrative  services andat an annual rate of 0.15% based upon Fund assets in
accounts  for which  there is no firm of record  (other  than KDI) listed on the
Fund's  records.  The effective  administrative  services fee rate to be charged
against all assets of a Fund while this  procedure is in effect will depend upon
the  proportion  of Fund assets that is in accounts for which there is a firm of
record.  The Board of Directors  of each Fund,  in its  discretion,  may approve
basing  the fee to KDI at the  annual  rate of 0.25% on all Fund  assets  in the
future.


Certain  directors or officers of the Corporation are also directors or officers
of the Adviser or KDI, as indicated under "Officers and Directors."


The funds incurred no administrative  services fees for the period ended October
31, 1998, after fee waivers by the Adviser.  During the period ended October 31,
1998, KDI paid fees to various firms in the following  amounts:  $9,416,  $1,557
and $1228 for Global  Blue Chip Fund,  Emerging  Markets  Growth  Fund and Latin
America  Fund,  respectively.  For Global Blue Chip Fund,  the Fund  incurred no
administrative  services  fees for the period ended  October 31, 1999,  after an
expense reduction by Scudder Kemper.  For Emerging Markets Growth Fund, the Fund
incurred no  administrative  services fees for the fiscal year ended October 31,
1999, after an expense reduction by Scudder Kemper of $7,156.  For Latin America
Fund, the Fund incurred  administrative  services fees of $429, after an expense
reduction  of $4,309,  all of which was unpaid at October 31,  1999.  For Global
Blue Chip Fund,  during the fiscal year ended October 31, 1999, KDI paid fees to
various firms in the amount of $40,814.


Fund  Accounting  Agent.  Scudder  Fund  Accounting  Corporation  ("SFAC"),  Two
International Place, Boston,  Massachusetts  02110-4103, a subsidiary of Scudder
Kemper,  is responsible  for  determining the daily net asset value per share of
each Fund and maintaining all accounting records related thereto


<PAGE>


Each Fund pays Scudder Fund  Accounting  Corporation  an annual fee of 0.065% on
the first  $150  million,  0.04% on the next  $850  million,  and 0.02%  over $1
billion.  The  minimum  on all funds is  $50,000.  There is a 1.66%  multi-class
premium imposed on asset fees for these funds.

The funds  incurred no  accounting  fees for the period ended  October 31, 1998,
after fee waivers by the Adviser in the  following  amounts:  $41,667 for Global
Blue Chip Fund, $41,667 for Latin America Fund, and $48,584 for Emerging Markets
Growth Fund,  respectively.  For Global Blue Chip Fund, the fund incurred $3,923
of accounting fees for the period ended October 31, 1999,  after a fee reduction
of $46,690 by Scudder  Kemper.  For Latin  American  Fund,  the fund incurred no
accounting  fees  for the  fiscal  year  ended  October  31,  1999,  after a fee
reduction of $50,006.  For Emerging  Markets  Growth Fund,  the fund incurred no
accounting  fees  for the  fiscal  year  ended  October  31,  1999,  after a fee
reduction of $50,001 by Scudder Kemper.

CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT. Brown Brothers Harriman
& Co., 40 Water Street, Boston, Massachusetts 02109, as custodian has custody of
all securities and cash of each Fund. The Custodian attends to the collection of
principal and income,  and payment for and  collection of proceeds of securities
bought and sold by each Fund.  Pursuant to a services agreement between the Fund
and Kemper Service Company ("KSvC"),  811 Main Street,  Kansas City, Missouri, a
subsidiary of the Adviser,  KSvC serves as  "Shareholder  Service  Agent" of the
Funds  and,  as  such,  performs  all  of  the  duties  as  transfer  agent  and
dividend-paying  agent for each Fund's Class A, B and C shares. KSvC receives as
transfer agent the following: prior to January 1, 1999, annual account fees at a
maximum rate of $6 per account, plus account set up, transaction and maintenance
charges, annual fees associated with the contingent deferred sales charge (Class
B Shares only) 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; For a description of transfer agent and shareholder service agent
fees payable to KSvC and the Shareholder  Service Agent, see "Investment Manager
and Underwriter".

For Emerging  Markets Growth Fund, for the fiscal period ended October 31, 1998,
the Fund incurred shareholder services fees of $6,596. For the fiscal year ended
October 31, 1999,  the Fund incurred  shareholder  services fees of $19,258,  of
which $4,493 was unpaid at October 31, 1999.

For Global Blue Chip Fund,  for the fiscal  period ended  October 31, 1998,  the
Fund incurred  shareholder  services fees of $30, 174. For the fiscal year ended
October 31, 1999, the Fund incurred  shareholder  services fees of $117,003,  of
which $31,778 was unpaid at October 31, 1999.

 Latin  America Fund,  for the fiscal  period ended  October 31, 1998,  the Fund
incurred  shareholder services fees of $4,342. For the fiscal year ended October
31, 1999, the Fund incurred  shareholder  services fees of $4,309,  all of which
was unpaid at October 31, 1999.



INDEPENDENT  AUDITORS  AND  REPORTS TO  SHAREHOLDERS.  Each  Fund's  independent
auditors,  Ernst & Young, LLP, 233 South Wacker Drive, Chicago,  Illinois 60606,
audit and report on each Fund's  annual  financial  statements,  review  certain
regulatory  reports and each Fund's federal income tax return, and perform other
professional accounting,  auditing, tax and advisory services when engaged to do
so by a Fund.  Shareholders will receive annual audited financial statements and
semi-annual unaudited financial statements.

PURCHASE, REDEMPTION AND REPURCHASE OF SHARES

PURCHASE OF SHARES

Alternative  Purchase  Arrangements.  Class A  shares  of each  Fund are sold to
investors subject to an initial sales charge. Class B shares are sold without an
initial  sales charge but are subject to higher  ongoing  expenses  than Class A
shares and a contingent deferred sales charge payable upon certain  redemptions.
Class B shares automatically convert to Class A shares six years after

                                       38
<PAGE>

issuance.  Class C shares  are sold  without  an  initial  sales  charge but are
subject  to higher  ongoing  expenses  than  Class A shares,  are  subject  to a
contingent  deferred  sales charge payable upon certain  redemptions  within the
first year  following  purchase,  and do not convert  into another  class.  When
placing purchase  orders,  investors must specify whether the order is for Class
A, Class B or Class C shares.

The primary  distinctions  among the classes of each Fund's  shares lie in their
initial and  contingent  deferred  sales charge  structures and in their ongoing
expenses,  including  asset-based  sales  charges  in the  form  of  Rule  12b-1
distribution  fees.  These  differences  are summarized in the table below.  See
also,   "Summary  of  Expenses."   Each  class  has  distinct   advantages   and
disadvantages for different  investors,  and investors may choose the class that
best suits their circumstances and objectives.

<TABLE>
<CAPTION>
                                                                  Annual 12b-1 Fees
                                                             (as a % of average daily
                                Sales Charge                         net assets)                    Other Information
                 ---------------------------------------------------------------------------------------------------------------
<S>               <C>                                                    <C>               <C>
Class A          Maximum initial sales charge of 5.75% of                None              Initial sales charge waived or
                 the public offering price                                                 reduced for certain purchases^(1)

Class B          Maximum contingent deferred sales charge               0.75%              Shares convert to Class A shares
                 of 4% of redemption proceeds; declines to                                 six years after issuance
                 zero after six years

Class C          Contingent deferred sales charge of 1% of              0.75%              No conversion feature
                 redemption proceeds for redemptions made
                 during first year after purchase
</TABLE>

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

(1)  Class A shares  purchased  at net asset  value  under the "Large  Order NAV
     Purchase Privilege" may be subject to a 1% contingent deferred sales charge
     if redeemed  within one year of purchase  and a 0.50%  contingent  deferred
     sales charge if redeemed during the second year of purchase.

The  minimum  initial  investment  for each class of each Fund is $1,000 and the
minimum  subsequent  investment is $100. The minimum  initial  investment for an
Individual  Retirement Account is $250 and the minimum subsequent  investment is
$50. Under an automatic  investment  plan, such as Bank Direct Deposit,  Payroll
Direct Deposit or Government Direct Deposit,  the minimum initial and subsequent
investment  is  $50.  These  minimum  amounts  may be  changed  at any  time  in
management's discretion.

Share certificates will not be issued unless requested in writing and may not be
available for certain types of account  registrations.  It is  recommended  that
investors not request share  certificates  unless needed for a specific purpose.
You cannot  redeem  shares by  telephone or wire  transfer or use the  telephone
exchange  privilege if share  certificates have been issued. A lost or destroyed
certificate  is difficult to replace and can be expensive to the  shareholder (a
bond value of 2% or more of the certificate value is normally required).

Initial Sales Charge  Alternative -- Class A Shares --The public  offering price
of Class A shares for purchasers  choosing the initial sales charge  alternative
is the net asset value plus a sales charge, as set forth below.

<TABLE>
<CAPTION>

                                                                                Sales Charge         Portion Allowed by
                                                             As a                   As a            KDI to Dealers as a
                                                        Percentage of           Percentage of          Percentage of
               Amount of Purchase                       Offering Price        Net Asset Value*         Offering Price
- --------------------------------------------------------------------------------------------------------------------------

<S>                                                            <C>                      <C>                     <C>
Less than $50,000...................................           5.75%                    6.10%                   5.20%
$50,000 but less than $100,000......................           4.50                     4.71                    4.00
$100,000 but less than $250,000.....................           3.50                     3.63                    3.00
$250,000 but less than $500,000.....................           2.60                     2.67                    2.25

                                       39
<PAGE>

$500,000 but less than $1 million...................           2.00                     2.04                    1.75
$1 million and over.................................           0.00**                   0.00**                  ***
</TABLE>


     *    Rounded to the nearest one-hundredth percent.

     **   Redemption  of shares may be subject to a  contingent  deferred  sales
          charge as discussed below.

     ***  Commission is payable by KDI as discussed below.

Each Fund  receives the entire net asset value of all its shares sold.  KDI, the
Funds'  principal  underwriter,  retains  the  sales  charge on sales of Class A
shares from which it allows discounts from the applicable  public offering price
to investment dealers, which discounts are uniform for all dealers in the United
States and its territories.  The normal discount allowed to dealers is set forth
in the  above  table.  Upon  notice  to  all  dealers  with  whom  it has  sales
agreements, KDI may re-allow up to the full applicable sales charge, as shown in
the above table,  during periods and for  transactions  specified in such notice
and such  reallowances  may be based upon  attainment  of minimum  sales levels.
During  periods when 90% or more of the sales charge is reallowed,  such dealers
may be deemed to be  underwriters  as that term is defined in the Securities Act
of 1933.


Class A  shares  of a Fund may be  purchased  at net  asset  value  by:  (a) any
purchaser  provided that the amount  invested in such Fund or other Kemper Funds
listed under "Special Features - Class A Shares - Combined  Purchases" totals at
least $1,000,000 (the "Large Order NAV Purchase Privilege"). including purchases
of Class A shares pursuant to the "Combined  Purchases,"  "Letter of Intent" and
"Cumulative  Discount"  features  described under "Special  Features";  or (b) a
participant-directed qualified retirement plan described in Code Section 401(a),
a  participant-directed  non-qualified  deferred  compensation plan described in
Code Section 457 or a  participant-directed  qualified retirement plan described
in Code Section  403(b)(7)  which is not  sponsored  by a K-12 school  district,
provided in each case that such plan has not less than 200  eligible  employees.
Redemption  within  two years of  shares  purchased  under  the Large  Order NAV
Purchase  Privilege may be subject to a contingent  deferred  sales charge.  See
"Redemption or Repurchase of Shares_Contingent Deferred Sales Charge_Large Order
NAV Purchase Privilege."

KDI may at its  discretion  compensate  investment  dealers  or other  financial
services  firms in  connection  with the sale of Class A shares of a Fund at net
asset value in accordance with the Large Order NAV Purchase  Privilege up to the
following amounts:  1.00% of the net asset value of shares sold on amounts up to
$5 million, 0.50% on the next $45 million and 0.25% on amounts over $50 million.
The  commission  schedule  will be reset on a  calendar  year basis for sales of
shares pursuant to the Large Order NAV Purchase  Privilege to employer sponsored
employee benefit plans using the subaccount record keeping system made available
through Kemper Service  Company.  For purposes of  determining  the  appropriate
commission  percentage to be applied to a particular sale, KDI will consider the
cumulative  amount  invested by the  purchaser  in a Fund and other Kemper Funds
listed under "Special Features - Class A Shares - Combined Purchases," including
purchases  pursuant  to  the  "Combined   Purchases,"  "Letter  of  Intent"  and
"Cumulative Discount" features referred to above and including Class R shares of
certain Scudder Funds.  The privilege of purchasing  Class A shares of a Fund at
net asset value under the Large Order NAV Purchase Privilege is not available if
another net asset value purchase privilege is also applicable.

Class A shares of a Fund or any other Kemper Fund listed under "Special Features
- - Class A Shares - Combined  Purchases"  may be  purchased at net asset value in
any amount by members of the plaintiff  class in the proceeding  known as Howard
and Audrey  Tabankin,  et al. v. Kemper  Short-Term  Global Income Fund, et al.,
Case No. 93 C 5231 (N.D. IL). This privilege is generally  non-transferable  and
continues for the lifetime of individual class members and for a ten year period
for  non-individual  class members.  To make a purchase at net asset value under
this  privilege,  the investor  must, at the time of purchase,  submit a written
request  that the  purchase be  processed  at net asset  value  pursuant to this
privilege  specifically  identifying  the purchaser as a member of the "Tabankin
Class." Shares  purchased  under this privilege will be maintained in a separate
account that  includes  only shares  purchased  under this  privilege.  For more
details  concerning this privilege,  class members should refer to the Notice of
(1) Proposed  Settlement with Defendants;  and (2) Hearing to Determine Fairness
of Proposed  Settlement,  dated August 31, 1995,  issued in connection  with the
aforementioned  court  proceeding.  For sales of Fund  shares at net asset value
pursuant to this privilege, KDI may in its discretion pay investment dealers and
other financial  services firms a concession,  payable  quarterly,  at an annual
rate of up to 0.25% of net assets  attributable  to such shares  maintained  and
serviced by the firm. A firm  becomes  eligible  for the  concession  based upon
assets in accounts  attributable to shares purchased under this privilege in the
month after the month of purchase and the concession  continues until terminated
by KDI. The privilege

                                       40
<PAGE>

of purchasing  Class A shares of a Fund at net asset value under this  privilege
is not available if another net asset value purchase privilege also applies.


Class A shares of a Fund may be  purchased  at net asset  value in any amount by
certain  professionals  who assist in the promotion of Kemper Funds  pursuant to
personal  services  contracts  with KDI,  for  themselves  or  members  of their
families.  KDI in its  discretion may  compensate  financial  services firms for
sales of Class A shares under this  privilege  at a commission  rate of 0.50% of
the amount of Class A shares purchased.

Class A shares may be sold at net asset  value in any  amount to: (a)  officers,
trustees, directors, employees (including retirees) and sales representatives of
a Fund, its investment manager, its principal  underwriter or certain affiliated
companies,   for  themselves  or  members  of  their  families;  (b)  registered
representatives and employees of broker-dealers  having selling group agreements
with KDI and officers,  directors and employees of service  agents of the Funds,
for  themselves or their spouses or dependent  children;  (c)  shareholders  who
owned shares of Kemper Value Series, Inc. ("KVS") on September 8, 1995, and have
continuously  owned shares of KVS (or a Kemper Fund  acquired by exchange of KVS
shares) since that date,  for themselves or members of their  families;  (d) any
trust, pension,  profit-sharing or other benefit plan for only such persons; (e)
persons who purchase  such shares  through bank trust  departments  that process
such  trades  through an  automated,  integrated  mutual fund  clearing  program
provided by a third party clearing firm; and (f) persons who purchase  shares of
the Fund through KDI as part of an automated  billing and wage deduction program
administered  by  RewardsPlus  of  America  for  the  benefit  of  employees  of
participating  employer groups. Class A shares may be sold at net asset value in
any  amount  to  selected  employees  (including  their  spouses  and  dependent
children)   of  banks  and  other   financial   services   firms  that   provide
administrative  services  related to order  placement  and payment to facilitate
transactions  in shares of the Funds for their clients  pursuant to an agreement
with KDI or one of its affiliates.  Only those employees of such banks and other
firms who as part of their usual duties provide services related to transactions
in Fund shares may  purchase  Fund Class A shares at net asset value  hereunder.
Class A shares may be sold at net asset  value in any amount to unit  investment
trusts sponsored by Ranson & Associates,  Inc. In addition,  unitholders of unit
investment trusts sponsored by Ranson & Associates, Inc. or its predecessors may
purchase  a Fund's  Class A  shares  at net  asset  value  through  reinvestment
programs  described in the  prospectuses of such trusts that have such programs.
Class A  shares  of a Fund  may be  sold  at net  asset  value  through  certain
investment  advisers  registered  under the Investment  Advisers Act of 1940 and
other financial services firms,  acting solely as agent for their clients,  that
adhere to certain  standards  established by KDI,  including a requirement  that
such shares be purchased  for the benefit of their clients  participating  in an
investment advisory program under which such clients pay a fee to the investment
adviser or other firm for portfolio  management and other services.  Such shares
are sold for  investment  purposes  and on the  condition  that they will not be
resold except through  redemption or repurchase by the Funds. The Funds may also
issue Class A shares at net asset value in connection  with the  acquisition  of
the assets of or merger or consolidation with another investment  company, or to
shareholders  in connection  with the investment or  reinvestment  of income and
capital gain dividends.

The  sales  charge  scale is  applicable  to  purchases  made at one time by any
"purchaser" which includes: an individual;  or an individual,  his or her spouse
and  children  under the age of 21; or a trustee or other  fiduciary of a single
trust estate or single fiduciary account; or an organization exempt from federal
income tax under Section  501(c)(3) or (13) of the Code;  or a pension,  profit-
sharing or other  employee  benefit plan whether or not qualified  under Section
401 of the Code; or other  organized  group of persons  whether  incorporated or
not, provided the organization has been in existence for at least six months and
has  some  purpose  other  than  the  purchase  of  redeemable  securities  of a
registered  investment  company at a  discount.  In order to qualify for a lower
sales charge,  all orders from an organized group will have to be placed through
a single  investment  dealer or other firm and identified as originating  from a
qualifying purchaser.

Deferred  Sales  Charge  Alternative  - Class B Shares.  Investors  choosing the
deferred sales charge alternative may purchase Class B shares at net asset value
per share without any sales charge at the time of purchase. Since Class B shares
are  being  sold  without  an  initial  sales  charge,  the full  amount  of the
investor's  purchase  payment  will be invested in Class B shares for his or her
account.  A contingent  deferred sales charge may be imposed upon  redemption of
Class B shares.  See  "Redemption or Repurchase of Shares - Contingent  Deferred
Sales Charge Class B Shares."

KDI  compensates  firms  for  sales of  Class B shares  at the time of sale at a
commission rate of up to 3.75% of the amount of Class B shares purchased. KDI is
compensated by each Fund for services as distributor  and principal  underwriter
for Class B shares. See "Investment Manager and Underwriter."

                                       41
<PAGE>

Class B shares of a Fund  will  automatically  convert  to Class A shares of the
same Fund six years after  issuance on the basis of the relative net asset value
per share of the Class B shares.  The  purpose of the  conversion  feature is to
relieve  holders of Class B shares from the  distribution  services fee when the
shares have been  outstanding  long enough for KDI to have been  compensated for
distribution  related  expenses.  For purposes of  conversion to Class A shares,
shares purchased  through the reinvestment of dividends and other  distributions
paid with  respect to Class B shares in a  shareholder's  Fund  account  will be
converted to Class A shares on a pro rata basis.

Purchase of Class C Shares. The public offering price of the Class C shares of a
Fund is the next determined net asset value. No initial sales charge is imposed.
Since Class C shares are sold without an initial sales  charge,  the full amount
of the investor's purchase payment will be invested in Class C shares for his or
her  account.  A  contingent  deferred  sales  charge  may be  imposed  upon the
redemption  of Class C shares if they are redeemed  within one year of purchase.
See  "Redemption  or Repurchase of Shares - Contingent  Deferred  Sales Charge -
Class C Shares." KDI currently advances to firms the first year distribution fee
at a rate of 0.75% of the purchase  price of such shares.  For periods after the
first  year,  KDI  currently  intends to pay firms for sales of Class C shares a
distribution  fee, payable  quarterly,  at an annual rate of 0.75% of net assets
attributable  to Class C shares  maintained  and  serviced  by the firm.  KDI is
compensated by each Fund for services as distributor  and principal  underwriter
for Class C shares. See "Investment Manager and Underwriter."


General.  Banks and other  financial  services firms may provide  administrative
services  related to order  placement and payment to facilitate  transactions in
shares of a Fund for their clients, and KDI may pay them a transaction fee up to
the level of the  discount or  commission  allowable  or payable to dealers,  as
described  above.  Banks or other  financial  services  firms may be  subject to
various federal and state laws regarding the services described above and may be
required  to register  as dealers  pursuant to state law. If banking  firms were
prohibited  from  acting  in any  capacity  or  providing  any of the  described
services,  management would consider what action,  if any, would be appropriate.
KDI does not believe that termination of a relationship with a bank would result
in any material adverse consequences to a Fund.


KDI may, from time to time,  pay or allow to firms a 1% commission on the amount
of shares  of a Fund sold  under the  following  conditions:  (i) the  purchased
shares are held in a Kemper IRA  account,  (ii) the  shares are  purchased  as a
direct "roll over" of a distribution  from a qualified  retirement  plan account
maintained on a participant  subaccount record keeping system provided by Kemper
Service  Company,  (iii) the  registered  representative  placing the trade is a
member of ProStar,  a group of persons  designated by KDI in  acknowledgment  of
their dedication to the employee benefit plan area; and (iv) the purchase is not
otherwise subject to a commission.

In addition to the discounts or commissions described above, KDI will, from time
to  time,  pay  or  allow  additional  discounts,   commissions  or  promotional
incentives,  in the form of cash to firms that sell shares of the Funds. In some
instances, such discounts,  commissions or other incentives will be offered only
to certain firms that sell or are expected to sell during specified time periods
certain minimum  amounts of shares of the Funds, or other funds  underwritten by
KDI.

Orders for the  purchase of shares of a Fund will be  confirmed at a price based
on the net asset value of that Fund next determined  after receipt in good order
by KDI of the order accompanied by payment.  However, orders received by dealers
or other financial  services firms prior to the determination of net asset value
(see "Net Asset  Value") and received in good order by KDI prior to the close of
its  business  day will be  confirmed  at a price  based on the net asset  value
effective on that day ("trade date").  Each Fund reserves the right to determine
the net asset value more frequently than once a day if deemed desirable. Dealers
and other financial  services firms are obligated to transmit  orders  promptly.
Collection  may take  significantly  longer for a check drawn on a foreign  bank
than for a check drawn on a domestic bank. Therefore, if an order is accompanied
by a check drawn on a foreign  bank,  funds must  normally be  collected  before
shares will be purchased.


Investment  dealers  and other  firms  provide  varying  arrangements  for their
clients to purchase  and redeem the Funds'  shares.  Some may  establish  higher
minimum investment requirements than required for a Fund. Firms may arrange with
their clients for other investment or  administrative  services.  Such firms may
independently  establish and charge additional amounts to their clients for such
services,  which charges would reduce the clients'  return.  Firms also may hold
the Funds'  shares in nominee or street name as agent for and on behalf of their
customers. In such instances, the Funds' transfer agent will have no information

                                       42
<PAGE>

with  respect to or control  over the  accounts of specific  shareholders.  Such
shareholders  may obtain access to their  accounts and  information  about their
accounts only from their firm.  Certain of these firms may receive  compensation
from the Funds through the Shareholder Service Agent for recordkeeping and other
expenses relating to these nominee  accounts.  In addition,  certain  privileges
with respect to the purchase and  redemption  of shares or the  reinvestment  of
dividends may not be available through such firms. Some firms may participate in
a  program  allowing  them  access to their  clients'  accounts  for  servicing.
including,  without  limitation,  transfers of  registration  and dividend payee
changes; and may perform functions such as generation of confirmation statements
and disbursement of cash dividends. Such firms, including affiliates of KDI, may
receive  compensation  from the Funds through the Shareholder  Service Agent for
these  services.  This  Statement of  Additional  Information  should be read in
connection with such firms' material regarding their fees and services.


Each Fund reserves the right to withdraw all or any part of the offering made by
this Statement of Additional  Information  and to reject purchase orders for any
reason.  Also, from time to time, each Fund may temporarily suspend the offering
of any  class  of its  shares  to new  investors.  During  the  period  of  such
suspension,  persons  who are  already  shareholders  of such class of such Fund
normally are permitted to continue to purchase  additional  shares of such class
and to have dividends reinvested.

Each  Fund  has  authorized  certain  members  of the  National  Association  of
Securities  Dealers,  Inc.  ("NASD"),  other than KDI,  to accept  purchase  and
redemption orders for the Fund's shares.  Those brokers may also designate other
parties to accept  purchase and redemption  orders on the Fund's behalf.  Orders
for purchase or redemption will be deemed to have been received by the Fund when
such brokers or their  authorized  designees  accept the orders.  Subject to the
terms of the contract between the Fund and the broker, ordinarily orders will be
priced as the Fund's net asset  value next  computed  after  acceptance  by such
brokers or their authorized  designees.  Further, if purchases or redemptions of
the Fund's shares are arranged and settlement is made at an investor's  election
through any other  authorized  NASD member,  that member may, at its discretion,
charge a fee for that service.  The Board of Directors (the "Board") of the Fund
and KDI each has the right to limit the amount of purchases by, and to refuse to
sell to, any person.  The Board and KDI may suspend or terminate the offering of
shares of the Fund at any time for any reason.

Tax  Identification  Number. Be sure to complete the Tax  Identification  Number
section of the Fund's  application  when you open an  account.  Federal  tax law
requires  each  Fund  to  withhold  31%  of  taxable  dividends,  capital  gains
distributions  and  redemption and exchange  proceeds from accounts  (other than
those of certain exempt payees) without a correct  certified  Social Security or
tax  identification  number and  certain  other  certified  information  or upon
notification  from the IRS or a broker that  withholding is required.  Each Fund
reserves  the  right to  reject  new  account  applications  without  a  correct
certified Social Security or tax  identification  number. The Fund also reserves
the right, following 30 days' notice, to redeem all shares in accounts without a
correct  certified Social Security or tax  identification  number. A shareholder
may avoid  involuntary  redemption by providing the  applicable  Fund with a tax
identification  number  during the 30-day  notice  period.  Shareholders  should
direct their inquiries to Kemper Service Company, 811 Main Street,  Kansas City,
Missouri  64105-2005 or to the firm from which they  received this  Statement of
Additional Information.

PURCHASE AND REDEMPTION OF SHARES


Fund shares are sold at their  public  offering  price,  which is the net asset
value next  determined  after an order is  received  in proper  form plus,  with
respect  to Class A  shares,  an  initial  sales  charge.  The  minimum  initial
investment  for each  class of each Fund is $1,000  and the  minimum  subsequent
investment  is $100 but such minimum  amounts may be changed at any time. A Fund
may waive the minimum for purchases by  directors,  , officers or employees of a
Fund or the Adviser and its affiliates. An order for the purchase of shares that
is accompanied by a check drawn on a foreign bank (other than a check drawn on a
Canadian  bank in U.S.  Dollars)  will not be considered in proper form and will
not be processed unless and until a Fund determines that it has received payment
of the proceeds of the check.  The time required for such a  determination  will
vary and cannot be determined in advance.


Upon  receipt by the  Shareholder  Service  Agent of a request  for  redemption,
shares of a Fund will be redeemed by the Fund at the  applicable net asset value
per share of the particular  class of the Fund.  Scheduled  variations in or the
elimination  of the initial  sales charge for purchases of Class A shares or the
contingent deferred sales charge for redemptions of Class B or Class C shares by
certain classes of persons or through certain types of transactions as described
in the  prospectus  are provided  because of  anticipated  economies of scale in
sales and sales-related efforts.

                                       43
<PAGE>

A Fund may suspend the right of redemption or delay payment more than seven days
(a) during any period when the New York Stock Exchange, Inc. (the "Exchange") is
closed other than customary weekend and holiday closings or during any period in
which  trading on the  Exchange  is  restricted,  (b) during any period  when an
emergency exists as a result of which (i) disposal of each Fund'  investments is
not reasonably practicable,  or (ii) it is not reasonably practicable for a Fund
to determine  the value of its net assets,  or (c) for such other periods as the
SEC may by order permit for the protection of the Fund's shareholders.

Although it is each  Fund's  present  policy to redeem in cash,  if the Board of
Directors  determines that a material adverse effect would be experienced by the
remaining  shareholders  if  payment  were made  wholly  in cash,  the Fund will
satisfy  the  redemption  request  in  whole  or in  part by a  distribution  of
portfolio securities in lieu of cash, in conformity with the applicable rules of
the SEC,  taking such  securities  at the same value used to determine net asset
value, and selecting the securities in such manner as the Board of Directors may
deem fair and equitable. If such a distribution occurred, shareholders receiving
securities and selling them could receive less than the redemption value of such
securities  and in  addition  would  incur  certain  transaction  costs.  Such a
redemption would not be so liquid as a redemption entirely in cash.

The  conversion  of Class B shares  of a Fund to Class A shares of a Fund may be
subject to the continuing  availability of an opinion of counsel,  ruling by the
Internal  Revenue Service or other assurance  acceptable to a Fund to the effect
that (a) the assessment of the distribution services fee with respect to Class B
shares and not Class A shares does not result in a Fund's dividends constituting
"preferential  dividends" under the Code, and (b) that the conversion of Class B
shares to Class A shares does not constitute a taxable event under the Code. The
conversion  of  Class B  shares  to  Class A  shares  may be  suspended  if such
assurance is not  available.  In that event,  no further  conversions of Class B
shares would occur,  and shares might continue to be subject to the distribution
services  fee for an  indefinite  period  that may extend  beyond  the  proposed
conversion date as described in the prospectus.

Shareholders can request the following  telephone  privileges:  EXPRESS-Transfer
transactions (see "Special  Features"),  expedited wire transfer redemptions and
exchange  transactions  for  individual  and  institutional  accounts  and  pre-
authorized telephone redemption transactions for certain institutional accounts.
Shareholders  may choose  these  privileges  on the  account  application  or by
contacting the Shareholder  Service Agent for appropriate  instructions.  Please
note that the telephone  exchange  privilege is automatic unless the shareholder
refuses it on the  account  application.  A Fund or its agents may be liable for
any  losses,  expenses  or  costs  arising  out of  fraudulent  or  unauthorized
telephone  requests  pursuant to these privileges  unless the Fund or its agents
reasonably  believe,  based upon reasonable  verification  procedures,  that the
telephonic instructions are genuine. The shareholder will bear the risk of loss,
including loss resulting from fraudulent or unauthorized  transactions,  so long
as reasonable  verification  procedures  are followed.  Verification  procedures
include recording instructions, requiring certain identifying information before
acting upon instructions and sending written confirmations.


Telephone  Redemptions.  If  the  proceeds  of  the  redemption  (prior  to  the
imposition of any contingent  deferred sales charge) are $50,000 or less and the
proceeds  are  payable to the  shareholder  of record at the  address of record,
normally a  telephone  request or a written  request by any one  account  holder
without a signature  guarantee is sufficient  for  redemptions  by individual or
joint account  holders,  and trust,  executor,  guardian and  custodial  account
holders , provided the trustee, executor,  guardian or custodian is named in the
account  registration.  Other  institutional  account  holders may exercise this
special  privilege of redeeming  shares by telephone  request or written request
without signature guarantee subject to the same conditions as individual account
holders and subject to the  limitations on liability  described  under "General"
above, provided that this privilege has been pre-authorized by the institutional
account  holder  or  guardian  account  holder  by  written  instruction  to the
Shareholder Service Agent with signatures guaranteed.  Telephone requests may be
made by calling  1-800-621-1048.  Shares  purchased by check or through EXPRESS-
Transfer or Bank Direct  Deposit may not be  redeemed  under this  privilege  of
redeeming  shares by telephone  request until such shares have been owned for at
least 10 days.  This  privilege of redeeming  shares by telephone  request or by
written request  without a signature  guarantee may not be used to redeem shares
held in certificated form and may not be used if the  shareholder's  account has
had an address change within 30 days of the redemption  request.  During periods
when it is difficult to contact the Shareholder  Service Agent by telephone,  it
may be difficult to use the telephone redemption  privilege,  although investors
can still  redeem by mail.  Each Fund  reserves the right to terminate or modify
this privilege at any time.


Repurchases   (Confirmed   Redemptions).   A  request  for   repurchase  may  be
communicated  by a shareholder  through a securities  dealer or other  financial
services firm to KDI, which each Fund has authorized to act as its agent.  There
is no charge by KDI with

                                       44
<PAGE>

respect to  repurchases;  however,  dealers or other firms may charge  customary
commissions for their services.  Dealers and other financial  services firms are
obligated to transmit  orders  promptly.  The  repurchase  price will be the net
asset  value of the Fund next  determined  after  receipt  of a request  by KDI.
However,  requests for  repurchases  received by dealers or other firms prior to
the determination of net asset value (see "Net Asset Value") and received by KDI
prior to the  close of KDI's  business  day will be  confirmed  at the net asset
value  effective  on that day. The offer to  repurchase  may be suspended at any
time.  Requirements  as to stock  powers,  certificates,  payments  and delay of
payments are the same as for redemptions.

Expedited   Wire  Transfer   Redemptions.   If  the  account  holder  has  given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares of a Fund can be redeemed and proceeds sent by federal wire
transfer to a single  previously  designated  account.  Requests received by the
Shareholder  Service  Agent prior to the  determination  of net asset value will
result in shares  being  redeemed  that day at the net asset value of a class of
the Fund  effective on that day and  normally  the proceeds  will be sent to the
designated  account the following  business  day.  Delivery of the proceeds of a
wire  redemption  of $250,000 or more may be delayed by the Fund for up to seven
days if the Fund or the Shareholder  Servicing Agent deems it appropriate  under
then-current  market conditions.  Once authorization is on file, the Shareholder
Service Agent will honor requests by telephone at  1-800-621-1048 or in writing,
subject to the limitations on liability described under "General" above. No Fund
is  responsible  for the  efficiency  of the federal  wire system or the account
holder's  financial  services firm or bank.  Each Fund currently does not charge
the account holder for wire transfers. The account holder is responsible for any
charges  imposed by the account  holder's  firm or bank.  There is a $1,000 wire
redemption minimum (including any contingent  deferred sales charge).  To change
the  designated  account to receive  wire  redemption  proceeds,  send a written
request to the Shareholder Service Agent with signatures guaranteed as described
above or  contact  the firm  through  which  shares of the Fund were  purchased.
Shares purchased by check or through EXPRESS-Transfer or Bank Direct Deposit may
not be redeemed by wire transfer  until such shares have been owned for at least
10 days.  Account  holders may not use this  privilege to redeem  shares held in
certificated   form.  During  periods  when  it  is  difficult  to  contact  the
Shareholder Service Agent by telephone, it may be difficult to use the expedited
wire transfer redemption privilege. Each Fund reserves the right to terminate or
modify this privilege at any time.

Contingent  Deferred  Sales  Charge - Large  Order  NAV  Purchase  Privilege.  A
contingent  deferred  sales  charge may be imposed  upon  redemption  of Class A
shares  that are  purchased  under the Large  Order NAV  Purchase  Privilege  as
follows:  1% if they are redeemed  within one year of purchase and 0.50% if they
are  redeemed  during the second  year after  purchase.  The charge  will not be
imposed upon  redemption  of  reinvested  dividends or share  appreciation.  The
charge is applied  to the value of the shares  redeemed  excluding  amounts  not
subject to the charge.  The  contingent  deferred sales charge will be waived in
the event of: (a)  redemptions by a  participant-directed  qualified  retirement
plan  described in Code Section  401(a),  a  participant-directed  non-qualified
deferred  compensation  plan  described  in Code  Section 457 or a  participant-
directed qualified  retirement plan described in Code Section 403(b)(7) which is
not sponsored by a K-12 school district;  (b) redemptions by employer  sponsored
employee benefit plans using the subaccount record keeping system made available
through the Shareholder Service Agent; (c) redemption of shares of a shareholder
(including a registered joint owner) who has died; (d) redemption of shares of a
shareholder  (including  a  registered  joint  owner) who after  purchase of the
shares being redeemed  becomes totally disabled (as evidenced by a determination
by the federal Social Security  Administration);  (e) redemptions under a Fund's
Systematic  Withdrawal  Plan at a maximum of 10% per year of the net asset value
of the account; and (f) redemptions of shares whose dealer of record at the time
of the  investment  notifies  KDI  that  the  dealer  waives  the  discretionary
commission applicable to such Large Order NAV Purchase.

Contingent  Deferred Sales Charge - Class B Shares. A contingent  deferred sales
charge may be imposed upon redemption of Class B shares. There is no such charge
upon  redemption of any share  appreciation  or reinvested  dividends on Class B
shares.  The charge is computed at the  following  rates applied to the value of
the shares redeemed, excluding amounts not subject to the charge.

                                                          Contingent Deferred
Year of Redemption After Purchase                            Sales Charge
- --------------------------------------------------------------------------------
First..................................................           4%
Second.................................................           3%
Third..................................................           3%
Fourth.................................................           2%
Fifth..................................................           2%
Sixth..................................................           1%

                                       45
<PAGE>

The  contingent  deferred  sales charge will be waived:  (a) in the event of the
total disability (as evidenced by a determination by the federal Social Security
Administration)  of  the  shareholder   (including  a  registered  joint  owner)
occurring after the purchase of the shares being  redeemed,  (b) in the event of
the death of the  shareholder  (including a  registered  joint  owner),  (c) for
redemptions made pursuant to a systematic withdrawal plan (see "Special Features
- - Systematic  Withdrawal Plan" below),  (d) for redemptions made pursuant to any
IRA systematic  withdrawal based on the shareholder's life expectancy including,
but not limited to,  substantially equal periodic payments described in Internal
Revenue Code Section 72(t)(2)(A)(iv) prior to age 59 1/2 and (e) for redemptions
to satisfy required minimum  distributions  after age 70 1/2 from an IRA account
(with the  maximum  amount  subject  to this  waiver  being  based only upon the
shareholder's  Kemper IRA accounts).  The contingent  deferred sales charge will
also be waived in connection  with the following  redemptions  of shares held by
employer  sponsored  employee benefit plans maintained on the subaccount  record
keeping system made available by the Shareholder  Service Agent: (a) redemptions
to satisfy  participant loan advances (note that loan repayments  constitute new
purchases  for  purposes  of  the  contingent  deferred  sales  charge  and  the
conversion   privilege),   (b)   redemptions  in  connection   with   retirement
distributions  (limited at any one time to 10% of the total value of plan assets
invested in a Fund), (c) redemptions in connection with distributions qualifying
under the hardship  provisions of the Internal  Revenue Code and (d) redemptions
representing returns of excess contributions to such plans.




Contingent  Deferred Sales Charge - Class C Shares. A contingent  deferred sales
charge  of 1% may be  imposed  upon  redemption  of Class C  shares  if they are
redeemed  within  one year of  purchase.  The charge  will not be  imposed  upon
redemption of reinvested dividends or share appreciation.  The charge is applied
to the value of the shares redeemed excluding amounts not subject to the charge.
The  contingent  deferred  sales charge will be waived:  (a) in the event of the
total disability (as evidenced by a determination by the federal Social Security
Administration)  of  the  shareholder   (including  a  registered  joint  owner)
occurring after the purchase of the shares being  redeemed,  (b) in the event of
the death of the  shareholder  (including a  registered  joint  owner),  (c) for
redemptions made pursuant to a systematic withdrawal plan (limited to 10% of the
net asset value of the account during the first year,  see "Special  Features --
Systematic  Withdrawal  Plan"),  (d) for  redemptions  made  pursuant to any IRA
systematic withdrawal based on the shareholder's life expectancy including,  but
not limited to,  substantially  equal  periodic  payments  described in Internal
Revenue Code Section 72(t)(2)(A)(iv) prior to age 59 1/2, (e) for redemptions to
satisfy  required  minimum  distributions  after age 70 1/2 from an IRA  account
(with the  maximum  amount  subject  to this  waiver  being  based only upon the
shareholder's Kemper IRA accounts), (f) for any participant-directed  redemption
of shares held by employer  sponsored  employee  benefit plans maintained on the
subaccount record keeping system made available by the Shareholder Service Agent
(g)  redemption of shares by an employer  sponsored  employee  benefit plan that
offers  funds in addition to Kemper  Funds and whose dealer of record has waived
the  advance of the first year  administrative  service  and  distribution  fees
applicable  to such shares and agrees to receive  such fees  quarterly,  and (f)
redemption  of shares  purchased  through a  dealer-sponsored  asset  allocation
program  maintained on an omnibus  record-keeping  system provided the dealer of
record had waived the  advance  of the first year  administrative  services  and
distribution  fees applicable to such shares and has agreed to receive such fees
quarterly.


                                       46
<PAGE>

Contingent  Deferred  Sales  Charge  -  General.   The  following  example  will
illustrate the operation of the contingent deferred sales charge. Assume that an
investor makes a single  purchase of $10,000 of a Fund's Class B shares and that
16 months later the value of the shares has grown by $1,000  through  reinvested
dividends  and by an  additional  $1,000  of  share  appreciation  to a total of
$12,000.  If the investor were then to redeem the entire $12,000 in share value,
the  contingent  deferred  sales  charge  would be payable  only with respect to
$10,000  because  neither the $1,000 of  reinvested  dividends nor the $1,000 of
share  appreciation is subject to the charge. The charge would be at the rate of
3% ($300) because it was in the second year after the purchase was made.


The rate of the contingent  deferred sales charge is determined by the length of
the period of ownership.  Investments are tracked on a monthly basis. The period
of  ownership  for this  purpose  begins the first day of the month in which the
order for the investment is received.  For example, an investment made in March,
1999 will be eligible for the second year's charge if redeemed on or after March
1, 2000.  In the event no specific  order is  requested  when  redeeming  shares
subject to a contingent deferred sales charge, the redemption will be made first
from  shares  representing  reinvested  dividends  and then  from  the  earliest
purchase of shares. KDI receives any contingent deferred sales charge directly.


Reinvestment  Privilege. A shareholder who has redeemed Class A shares of a Fund
or any other  Kemper  Fund  listed  under  "Special  Features - Class A Shares -
Combined  Purchases"  (other  than  shares  of the  Kemper  Cash  Reserves  Fund
purchased  directly  at net asset  value)  may  reinvest  up to the full  amount
redeemed at net asset value at the time of the reinvestment in Class A shares of
a Fund or of the other listed  Kemper Funds.  A  shareholder  of a Fund or other
Kemper  Fund who  redeems  Class A shares  purchased  under the Large  Order NAV
Purchase Privilege (see "Purchase of Shares - Initial Sales Charge Alternative -
Class A Shares")  or Class B shares or Class C shares  and  incurs a  contingent
deferred  sales charge may reinvest up to the full amount  redeemed at net asset
value at the time of the  reinvestment,  in the same class of shares as the case
may be,  of a Fund or of  other  Kemper  Funds.  The  amount  of any  contingent
deferred  sales charge also will be  reinvested.  These  reinvested  shares will
retain  their  original  cost and purchase  date for purposes of the  contingent
deferred  sales  charge  schedule.  Also,  a holder  of  Class B shares  who has
redeemed shares may reinvest up to the full amount redeemed, less any applicable
contingent  deferred sales charge that may have been imposed upon the redemption
of such  shares,  at net asset value in Class A shares of a Fund or of the other
Kemper  Funds  listed  under  "Special   Features  -  Class  A  Shares  Combined
Purchases."  Purchases  through the  reinvestment  privilege  are subject to the
minimum investment requirements applicable to the shares being purchased and may
only be made for Kemper Funds available for sale in the  shareholder's  state of
residence  as  listed  under  "Special  Features  -  Exchange   Privilege."  The
reinvestment  privilege  can be used only  once as to any  specific  shares  and
reinvestment must be effected within six months of the redemption.  If a loss is
realized on the redemption of shares of a Fund, the  reinvestment in shares of a
Fund may be  subject  to the  "wash  sale"  rules if made  within 30 days of the
redemption,  resulting in a  postponement  of the  recognition  of such loss for
federal income tax purposes. In addition,  upon a reinvestment,  the shareholder
may not be permitted to take into account sales charges incurred on the original
purchase of shares in computing  their  taxable gain or loss.  The  reinvestment
privilege may be terminated or modified at any time.

Redemption in Kind. Although it is each Fund's present policy to redeem in cash,
if the Board of Directors  determines  that a material  adverse  effect would be
experienced by the remaining  shareholders  if payment were made wholly in cash,
the  Fund  will  satisfy  the  redemption  request  in  whole  or in  part  by a
distribution  of portfolio  securities in lieu of cash,  in conformity  with the
applicable  rules  of  the  Securities  and  Exchange  Commission,  taking  such
securities  at the same value used to determine  net asset value,  and selecting
the  securities  in such  manner  as the  Board of  Directors  may deem fair and
equitable.  If such a distribution  occurred,  shareholders receiving securities
and selling them could receive less than the redemption value of such securities
and in addition would incur certain  transaction  costs. Such a redemption would
not be as liquid as a redemption entirely in cash.

SPECIAL FEATURES


Class A Shares  --  Combined  Purchases.  Each  Fund's  Class A  shares  (or the
equivalent)  may be purchased  at the rate  applicable  to the discount  bracket
attained by  combining  concurrent  investments  in Class A shares of any of the
following funds: Kemper Aggressive Growth Fund, Kemper Asian Growth Fund, Kemper
Blue Chip Fund,  Kemper  California  Tax-Free Income Fund,  Kemper Cash Reserves
Fund,  Kemper  Contrarian  Fund,  Kemper  Emerging  Markets Growth Fund,  Kemper
Emerging Markets Income Fund, Kemper Europe Fund, Kemper Florida Tax-Free Income
Fund,  Kemper Global Blue Chip Fund,  Kemper  Global Income Fund,  Kemper Growth
Fund,  Kemper  High Yield  Fund,  Kemper  High Yield Fund II,  Kemper High Yield
Opportunity,  Kemper Horizon 10+ Portfolio, Kemper Horizon 20+ Portfolio, Kemper
Horizon 5  Portfolio,  Kemper

                                       47
<PAGE>


Income And Capital Preservation Fund, Kemper Intermediate Municipal Bond, Kemper
International  Fund, Kemper  International  Growth and Income Fund, Kemper Large
Company  Growth Fund  (currently  available  only to employees of Scudder Kemper
Investments,  Inc.;  not  available in all states),  Kemper Latin  America Fund,
Kemper  Municipal Bond Fund,  Kemper New York Tax-Free Income Fund,  Kemper Ohio
Tax-Free  Income  Fund,  Kemper  Research  Fund  (currently  available  only  to
employees of Scudder  Kemper  Investments,  Inc.;  not available in all states),
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 Short-Term U.S. Government Fund, Kemper Small Cap Value Fund,
Kemper Small Cap  Value+Growth  Fund  (currently  available only to employees of
Scudder Kemper  Investments,  Inc.;  not available in all states),  Kemper Small
Capitalization  Equity  Fund,  Kemper  Small Cap  Relative  Value  Fund,  Kemper
Strategic Income Fund,  Kemper Technology Fund, Kemper Total Return Fund, Kemper
U.S. Government Securities Fund, Kemper U.S. Growth and Income Fund, Kemper U.S.
Mortgage  Fund,   Kemper   Value+Growth   Fund,   Kemper  Worldwide  2004  Fund,
Kemper-Dreman  High Return Equity Fund,  Kemper-Dreman  Financial  Services Fund
("Kemper Mutual Funds").  Except as noted below,  there is no combined  purchase
credit for direct  purchases of shares of Zurich Money  Funds,  Cash  Equivalent
Fund,  Tax-Exempt  California  Money Market Fund, Cash Account Trust,  Investors
Municipal Cash Fund or Investors Cash Trust ("Money  Market  Funds"),  which are
not considered  "Kemper Mutual Funds" for purposes  hereof.  For purposes of the
Combined  Purchases  feature described above as well as for the Letter of Intent
and Cumulative  Discount features  described below,  employer sponsored employee
benefit plans using the subaccount  record keeping system made available through
the  Shareholder  Service Agent or its affiliates may include:  (a) Money Market
Funds as "Kemper  Mutual  Funds," (b) all classes of shares of any Kemper Mutual
Fund,  and (c) the  value of any  other  plan  investments,  such as  guaranteed
investment  contracts and employer stock,  maintained on such subaccount  record
keeping  system.

Class A Shares - Letter of Intent.  The same reduced  sales  charges for Class A
shares,  as shown in the  applicable  prospectus,  also  apply to the  aggregate
amount of purchases  of such Kemper  Funds  listed  above made by any  purchaser
within a 24-month period under a written Letter of Intent ("Letter") provided by
KDI. The Letter,  which  imposes no  obligation  to purchase or sell  additional
Class A shares, provides for a price adjustment depending upon the actual amount
purchased  within  such  period.  The Letter  provides  that the first  purchase
following  execution  of the  Letter  must be at least 5% of the  amount  of the
intended  purchase,  and that 5% of the amount of the intended purchase normally
will be held in escrow in the form of shares pending  completion of the intended
purchase.  If the total  investments under the Letter are less than the intended
amount and thereby  qualify only for a higher sales charge than  actually  paid,
the  appropriate  number of escrowed  shares are redeemed and the proceeds  used
toward  satisfaction  of the obligation to pay the increased  sales charge.  The
Letter  for an  employer  sponsored  employee  benefit  plan  maintained  on the
subaccount record keeping system available through the Shareholder Service Agent
may have special  provisions  regarding  payment of any  increased  sales charge
resulting from a failure to complete the intended  purchase under the Letter.  A
shareholder may include the value (at the maximum  offering price) of all shares
of such Kemper  Funds held of record as of the initial  purchase  date under the
Letter as an "accumulation  credit" toward the completion of the Letter,  but no
price adjustment will be made on such shares. Only investments in Class A shares
are included in this privilege.

Class A  Shares -  Cumulative  Discount.  Class A  shares  of a Fund may also be
purchased at the rate applicable to the discount  bracket  attained by adding to
the cost of shares of a Fund being purchased, the value of all Class A shares of
the above mentioned  Kemper Funds (computed at the maximum offering price at the
time of the purchase for which the discount is applicable)  already owned by the
investor.

Class A  Shares  -  Availability  of  Quantity  Discounts.  An  investor  or the
investor's  dealer or other financial  services firm must notify the Shareholder
Service  Agent or KDI  whenever a quantity  discount or reduced  sales charge is
applicable to a purchase. Upon such notification,  the investor will receive the
lowest  applicable  sales  charge.  Quantity  discounts  described  above may be
modified or terminated at any time.

Exchange  Privilege.  Shareholders  of Class A,  Class B and Class C shares  may
exchange  their  shares for shares of the  corresponding  class of other  Kemper
Funds in accordance with the provisions below.

Class A Shares.  Class A shares  of the  Kemper  Funds  and  shares of the Money
Market  Funds  listed  under  "Special  Features-  Class  A  Shares  -  Combined
Purchases"  above may be  exchanged  for each other at their  relative net asset
values. Shares of Money

                                       48
<PAGE>


Market Funds and the Kemper Cash  Reserves  Fund that were  acquired by purchase
(not  including  shares  acquired by dividend  reinvestment)  are subject to the
applicable  sales charge on exchange.  Series of Kemper  Target  Equity Fund are
available  on  exchange  only  during the  Offering  Period  for such  series as
described  in the  applicable  prospectus.  Cash  Equivalent  Fund,  Tax- Exempt
California Money Market Fund, Cash Account Trust, Investor's Municipal Cash Fund
and Investors  Cash Trust are available on exchange but only through a financial
services firm having a services agreement with KDI.

Class A shares of a Fund purchased under the Large Order NAV Purchase  Privilege
may be  exchanged  for Class A shares of another  Kemper Fund or a Money  Market
Fund under the exchange privilege  described above without paying any contingent
deferred sales charge at the time of exchange. If the Class A shares received on
exchange are redeemed  thereafter,  a  contingent  deferred  sales charge may be
imposed in accordance with the foregoing  requirements  provided that the shares
redeemed  will retain  their  original  cost and  purchase  date for purposes of
calculating the contingent deferred sales charge.

Class B Shares.  Class B shares of a Fund and Class B shares of any other Kemper
Fund listed under "Special  Features - Class A Shares - Combined  Purchases" may
be exchanged for each other at their  relative net asset values.  Class B shares
may be exchanged without a contingent deferred sales charge being imposed at the
time of exchange.  For purposes of  calculating  the  contingent  deferred sales
charge that may be imposed upon the redemption of the Class B shares received on
exchange, amounts exchanged retain their original cost and purchase date.

Class C Shares.  Class C shares of a Fund and Class C shares of any other Kemper
Fund listed under "Special  Features - Class A Shares - Combined  Purchases" may
be exchanged for each other at their  relative net asset values.  Class C shares
may be exchanged without a contingent deferred sales charge being imposed at the
time of exchange.  For determining  whether there is a contingent deferred sales
charge that may be imposed upon the redemption of the Class C shares received by
exchange,  they  retain  the cost and  purchase  date of the  shares  that  were
originally purchased and exchanged.


General.  Shares of a Kemper Fund with a value in excess of  $1,000,000  (except
Kemper Cash Reserves Fund) acquired by exchange  through another Kemper Fund, or
from a Money Market Fund, may not be exchanged  thereafter  until they have been
owned for 15 days (the "15-Day Hold  Policy").  In addition,  each fund reserves
the right to invoke the 15-Day Hold Policy for  accounts of  $1,000,000  or less
if, in the Adviser's judgement, the exchange activity may have an adverse effect
on the Fund. In particular, a pattern of exchanges that coincides with a "market
timing" strategy may be disruptive to the Fund and, therefore, may be subject to
the 15-Day Hold Policy.


For  purposes  of  determining  whether  the  15-Day  Hold  Policy  applies to a
particular  exchange,  the value of the shares to be exchanged shall be computed
by aggregating the value of shares being exchanged for all accounts under common
control,   discretion  or  advice,   including   without   limitation   accounts
administered  by  a  financial  services  firm  offering  market  timing,  asset
allocation or similar  services.  The total value of shares being exchanged must
at least equal the minimum investment  requirement of the Kemper Fund into which
they are being exchanged.  Exchanges are made based on relative dollar values of
the shares  involved in the  exchange.  There is no service fee for an exchange;
however,  dealers  or other  firms may charge for their  services  in  effecting
exchange transactions. Exchanges will be effected by redemption of shares of the
fund held and  purchase  of shares of the other  fund.  For  federal  income tax
purposes,  any such exchange constitutes a sale upon which a gain or loss may be
realized, depending upon whether the value of the shares being exchanged is more
or less than the shareholder's adjusted cost basis of such shares.  Shareholders
interested in exercising the exchange  privilege may obtain  prospectuses of the
other funds from dealers, other firms or KDI. Exchanges may be accomplished by a
written request to Kemper Service Company, Attention:  Exchange Department, P.O.
Box 419557, Kansas City, Missouri 64141-6557, or by telephone if the shareholder
has given  authorization.  Once the  authorization  is on file, the  Shareholder
Service Agent will honor requests by telephone at 1-800-621-1048, subject to the
limitations on liability  under  "Redemption or Repurchase of Shares - General."
Any share  certificates  must be deposited prior to any exchange of such shares.
During periods when it is difficult to contact the Shareholder  Service Agent by
telephone,  it may be difficult to use the  telephone  exchange  privilege.  The
exchange  privilege is not a right and may be suspended,  terminated or modified
at any time. Exchanges may only be made for funds that are available for sale in
the shareholder's  state of residence.  Currently,  Tax-Exempt  California Money
Market Fund is available  for sale only in California  and  Investors  Municipal
Cash Fund is available  for sale only in New York,  Connecticut,  New Jersey and
Pennsylvania.  Except as otherwise permitted by applicable regulations, 60 days'
prior written notice of any termination or material change will be provided.


                                       49
<PAGE>


Systematic Exchange  Privilege.  The owner of $1,000 or more of any class of the
shares  of a  Kemper  Fund or Money  Market  Fund may  authorize  the  automatic
exchange of a specified  amount ($100  minimum) of such shares for shares of the
same class of another such Kemper  Fund.  If  selected,  exchanges  will be made
automatically until the privilege is terminated by the shareholder or the Kemper
Fund.  Exchanges are subject to the terms and conditions  described  above under
"Exchange Privilege," except that the $1,000 minimum investment  requirement for
the Kemper Fund acquired on exchange is not  applicable.  This privilege may not
be used for the exchange of shares held in certificated form.

EXPRESS-Transfer.  EXPRESS-Transfer  permits  the  transfer  of  money  via  the
Automated  Clearing  House  System  (minimum  $100 and maximum  $50,000)  from a
shareholder's bank, savings and loan, or credit union account to purchase shares
in a Fund.  Shareholders  can also  redeem  shares  (minimum  $100  and  maximum
$50,000)  from their Fund  account  and  transfer  the  proceeds  to their bank,
savings and loan, or credit union checking account. Shares purchased by check or
through  EXPRESS-Transfer  or Bank Direct Deposit may not be redeemed under this
privilege  until such shares have been owned for at least 10 days.  By enrolling
in EXPRESS-Transfer, the shareholder authorizes the Shareholder Service Agent to
rely upon  telephone  instructions  from any person to  transfer  the  specified
amounts  between the  shareholder's  Fund  account and the  predesignated  bank,
savings  and  loan or  credit  union  account,  subject  to the  limitations  on
liability under "Redemption or Repurchase of Shares - General." Once enrolled in
EXPRESS-Transfer,  a shareholder  can initiate a transaction  by calling  Kemper
Shareholder  Services toll free at 1-800-621-1048,  Monday through Friday,  8:00
a.m. to 3:00 p.m.  Chicago time.  Shareholders  may terminate  this privilege by
sending written notice to Kemper Service Company,  P.O. Box 419415, Kansas City,
Missouri   64141-6415.   Termination  will  become  effective  as  soon  as  the
Shareholder  Service  Agent has had a reasonable  amount of time to act upon the
request.  EXPRESS-Transfer  cannot be used with passbook savings accounts or for
tax-deferred plans such as Individual Retirement Accounts ("IRAs").

Bank Direct  Deposit.  A shareholder  may purchase  additional  shares of a Fund
through an automatic  investment program.  With the Bank Direct Deposit Purchase
Plan,   investments   are  made   automatically   (maximum   $50,000)  from  the
shareholder's  account  at a bank,  savings  and loan or credit  union  into the
shareholder's Fund account. By enrolling in Bank Direct Deposit, the shareholder
authorizes  the Fund and its agents to either draw checks or initiate  Automated
Clearing  House  debits  against  the  designated  account  at a bank  or  other
financial  institution.  This  privilege  may  be  selected  by  completing  the
appropriate  section on the Account Application or by contacting the Shareholder
Service Agent for appropriate forms. A shareholder may terminate his or her Plan
by sending  written notice to Kemper Service  Company,  P.O. Box 419415,  Kansas
City,  Missouri  64141-6415.  Termination by a shareholder will become effective
within thirty days after the Shareholder Service Agent has received the request.
A Fund may immediately terminate a shareholder's Plan in the event that any item
is unpaid by the shareholder's financial institution. The Funds may terminate or
modify this privilege at any time.

Payroll Direct Deposit and Government  Direct Deposit.  A shareholder may invest
in a Fund through  Payroll Direct Deposit or Government  Direct  Deposit.  Under
these programs,  all or a portion of a shareholder's net pay or government check
is  automatically  invested in a Fund account each payment period. A shareholder
may terminate  participation  in these  programs by giving written notice to the
shareholder's employer or government agency, as appropriate.  (A reasonable time
to act is  required.)  A Fund  is not  responsible  for  the  efficiency  of the
employer or government  agency making the payment or any financial  institutions
transmitting payments.

Systematic  Withdrawal  Plan. The owner of $5,000 or more of a class of a Fund's
shares at the  offering  price (net  asset  value  plus,  in the case of Class A
shares,  the initial  sales charge) may provide for the payment from the owner's
account of any  requested  dollar amount to be paid to the owner or a designated
payee monthly,  quarterly,  semiannually or annually. The $5,000 minimum account
size is not applicable to Individual  Retirement Accounts.  The minimum periodic
payment is $100. The maximum annual rate at which Class B shares may be redeemed
(and Class A shares  purchased under the Large Order NAV Purchase  Privilege and
Class C shares in their first year  following the  purchase)  under a systematic
withdrawal  plan  is 10% of the net  asset  value  of the  account.  Shares  are
redeemed so that the payee will receive payment  approximately  the first of the
month. Any income and capital gain dividends will be automatically reinvested at
net asset  value.  A  sufficient  number of full and  fractional  shares will be
redeemed to make the designated payment. Depending upon the size of the payments
requested  and  fluctuations  in the net  asset  value of the  shares  redeemed,
redemptions  for the purpose of making such  payments may reduce or even exhaust
the account.

The purchase of Class A shares while  participating  in a systematic  withdrawal
plan will  ordinarily be  disadvantageous  to the investor  because the investor
will be paying a sales  charge on the  purchase  of shares at the same time that
the investor is redeeming

                                       50
<PAGE>

shares upon which a sales charge may have already been paid.  Therefore,  a Fund
will not  knowingly  permit  additional  investments  of less than $2,000 if the
investor is at the same time making systematic  withdrawals.  KDI will waive the
contingent  deferred  sales charge on  redemptions  of Class A shares  purchased
under the Large Order NAV Purchase Privilege,  Class B shares and Class C shares
made pursuant to a systematic  withdrawal  plan.  The right is reserved to amend
the systematic withdrawal plan on 30 days' notice. The plan may be terminated at
any time by the investor or the Funds.

Tax-Sheltered   Retirement   Plans.  The  Shareholder   Service  Agent  provides
retirement plan services and documents and KDI can establish  investor  accounts
in any of the following types of retirement plans:

     o    Traditional,   Roth  and  Education  Individual   Retirement  Accounts
          ("IRAs").  This includes  Simplified Employee Pension Plan ("SEP") IRA
          accounts and prototype documents.

     o    403(b)(7)  Custodial  Accounts.  This  type of plan  is  available  to
          employees of most non-profit organizations.

     o    Prototype  money  purchase  pension  and  profit-sharing  plans may be
          adopted by employers.  The maximum annual contribution per participant
          is the lesser of 25% of compensation or $30,000.

Brochures  describing  the above plans as well as model defined  benefit  plans,
target benefit  plans,  457 plans,  401(k) plans and materials for  establishing
them are available from the  Shareholder  Service Agent upon request.  Investors
should  consult with their own tax  advisers  before  establishing  a retirement
plan.

NET ASSET VALUE

The net  asset  value  per  share  of a Fund is the  value of one  share  and is
determined  separately  for each  class by  dividing  the value of a Fund's  net
assets  attributable  to the  class  by the  number  of  shares  of  that  class
outstanding. The per share net asset value of each of Class B and Class C shares
of the Fund will  generally  be lower  than that of the Class A shares of a Fund
because of the higher expenses borne by the Class B and Class C shares.  The net
asset value of shares of a Fund is  computed as of the close of regular  trading
(the "value time") on the New York Stock  Exchange (the  "Exchange") on each day
the Exchange is open for trading.  The Exchange is scheduled to be closed on the
following holidays: New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents'
Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,  Thanksgiving and
Christmas.

Portfolio  securities  for which market  quotations  are readily  available  are
generally  valued at market  value as of the value time in the manner  described
below.  All other  securities  may be valued at fair value as determined in good
faith by or under the direction of the Board.

With respect to the Funds with securities listed primarily on foreign exchanges,
such  securities  may  trade on days  when the  Fund's  net  asset  value is not
computed;  and  therefore,  the net asset  value of a Fund may be  significantly
affected on days when the investor has no access to the Fund.

An  exchange-traded  equity  security  is valued at its most  recent sale price.
Lacking any sales,  the  security is valued at the  calculated  mean between the
most recent bid quotation and the most recent asked  quotation (the  "Calculated
Mean"). Lacking a Calculated Mean, the security is valued at the most recent bid
quotation.  An equity  security  which is traded on The National  Association of
Securities  Dealers  Automated  Quotation , ("Nasdaq")  System, is valued at its
most recent sale price.  Lacking any sales,  the  security is valued at the most
recent bid quotation.  The value of an equity security not quoted on Nasdaq, but
traded in  another  over-the-counter  market,  is its most  recent  sale  price.
Lacking any sales,  the  security is valued at the  Calculated  Mean.  Lacking a
Calculated Mean, the security is valued at the most recent bid quotation.

Debt  securities  are  valued at prices  supplied  by a pricing  agent(s)  which
reflect  broker/dealer   supplied  valuations  and  electronic  data  processing
techniques.  Money market  instruments  purchased  with an original  maturity of
sixty days or less,  maturing at par, shall be valued at amortized  cost,  which
the Board believes  approximates  market value. If it is not possible to value a
particular debt security pursuant to these valuation methods,  the value of such
security is the most recent bid quotation  supplied by a bona fide  marketmaker.
If it is not possible to value a particular debt security  pursuant to the above
methods,  the investment  manager of the particular fund may calculate the price
of that debt security, subject to limitations established by the Board.

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<PAGE>

An exchange-traded options contract on securities, currencies, futures and other
financial  instruments is valued at its most recent sale price on such exchange.
Lacking  any sales,  the  options  contract  is valued at the  Calculated  Mean.
Lacking any Calculated  Mean, the options  contract is valued at the most recent
bid quotation in the case of a purchased  options  contract,  or the most recent
asked quotation in the case of a written options  contract.  An options contract
on   securities,    currencies   and   other   financial    instruments   traded
over-the-counter  is valued at the most  recent bid  quotation  in the case of a
purchased options contract and at the most recent asked quotation in the case of
a written  options  contract.  Futures  contracts  are valued at the most recent
settlement price.  Foreign currency exchange forward contracts are valued at the
value  of  the  underlying  currency  at the  prevailing  exchange  rate  on the
valuation date.

If a security is traded on more than one exchange, or upon one or more exchanges
and in the  over-the-counter  market,  quotations  are taken  from the market in
which the security is traded most extensively.

If, in the opinion of the  Valuation  Committee of the Board of  Directors,  the
value of a portfolio  asset as determined in  accordance  with these  procedures
does not represent the fair market value of the  portfolio  asset,  the value of
the  portfolio  asset is taken to be an  amount  which,  in the  opinion  of the
Valuation Committee,  represents fair market value on the basis of all available
information. The value of other portfolio holdings owned by a Fund is determined
in a manner which,  in the  discretion of the Valuation  Committee,  most fairly
reflects market value of the property on the valuation date.

Following the  valuations of securities or other  portfolios  assets in terms of
the currency in which the market quotation used is expressed ("Local Currency"),
the value of these  portfolio  assets in terms of U.S.  dollars is calculated by
converting  the Local  Currency  into U.S.  dollars at the  prevailing  currency
exchange rate on the valuation date.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS.   Each  Fund   intends  to  follow  the   practice  of   distributing
substantially  all of its investment  company  taxable income which includes any
excess of net realized  short-term  capital  gains over net  realized  long-term
capital losses. A Fund may follow the practice of distributing the entire excess
of net realized  long-term  capital gains over net realized  short-term  capital
losses.  However,  a Fund may retain all or part of such gain for  reinvestment,
after paying the related federal taxes for which  shareholders  may then be able
to claim a credit  against  their  federal  tax  liability.  If a Fund  does not
distribute the amount of capital gain and/or net investment  income  required to
be  distributed  by an excise tax provision of the Code, the Fund may be subject
to that excise tax. In certain circumstances,  the Fund may determine that it is
in the interest of  shareholders  to distribute  less than the required  amount.
(See "TAXES.")

Each of Emerging  Markets  Growth Fund,  Global Blue Chip Fund and Latin America
Fund normally  distributes  annual dividends of net investment  income.  Any net
realized short-term and long-term capital gains for the Funds are distributed at
least  annually.  Income and capital gain dividends of a Fund are  automatically
reinvested in additional shares of the Fund, without a sales charge,  unless the
investor  makes  an  election  otherwise.  Distributions  of net  capital  gains
realized  during each fiscal year will be made at least annually  before the end
of each Fund's fiscal year on October 31.  Additional  distributions,  including
distributions of net short-term capital gains in excess of net long-term capital
losses, may be made, if necessary.

The level of income  dividends  per share (as a  percentage  of net asset value)
will be lower for Class B and Class C shares  than for Class A shares  primarily
as a result of the  distribution  services fee applicable to Class B and Class C
shares.  Distributions  of  capital  gains,  if any,  will  be paid in the  same
proportion for each class.

 Income and  capital  gain  dividends,  if any,  of a Fund will be  credited  to
shareholder  accounts  in full and  fractional  shares of the same class of that
Fund at net asset value on the  reinvestment  date,  except  that,  upon written
request to the  Shareholder  Service Agent, a shareholder  may select one of the
following options:

         (1) To receive  dividends  from income and  short-term  capital gain in
cash and net  capital  gain  dividends  in shares of the same class at net asset
value; or

         (2) To receive income and capital gain dividends in cash.


         Any dividends of a Fund that are reinvested normally will be reinvested
in shares of the same class of that same Fund. However,  upon written request to
the  Shareholder  Service Agent, a shareholder  may elect to have dividends of a
Fund  invested  in shares of the same  class of another  Kemper  Fund at the net
asset value of such class of such other fund.  See  "Special

                                       52
<PAGE>

Features  -Class A Shares - Combined  Purchases" for a list of such other Kemper
Funds.  To use this  privilege  of  investing  dividends  of a Fund in shares of
another  Kemper Fund,  shareholders  must  maintain a minimum  account  value of
$1,000 in the Fund distributing the dividends.  The Funds will reinvest dividend
checks  (and future  dividends)  in shares of that same Fund and class if checks
are returned as  undeliverable.  Dividends and other  distributions of a Fund in
the aggregate  amount of $10 or less are  automatically  reinvested in shares of
the Fund unless the shareholder  requests that such policy not be applied to the
shareholder's account.

TAXES.  Each Fund  intends to  continue  to qualify  as a  regulated  investment
company under Subchapter M of the Code and, if so qualified,  generally will not
be liable for federal  income taxes to the extent its earnings are  distributed.
To so qualify,  each Fund must satisfy certain income and asset  diversification
requirements,  and must  distribute  to its  shareholders  at  least  90% of its
investment  company  taxable income  (including net short-term  capital gains in
excess of net long-term capital losses).


If for any taxable year a Fund does not qualify for the special  federal  income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal  income tax at regular  corporate  rates (without any
deduction  for  distributions  to its  shareholders).  In such  event,  dividend
distributions  would  be  taxable  to  shareholders  to the  extent  of a Fund's
earnings and profits, and would be eligible for the dividends-received deduction
in the case of corporate shareholders.


Each Fund is subject to a 4% nondeductible  excise tax on amounts required to be
but not distributed under a prescribed formula.  The formula requires payment to
shareholders  during a calendar year of distributions  representing at least 98%
of the Fund's ordinary income for each calendar year, at least 98% of the excess
of its capital gains over capital losses  (adjusted for certain ordinary losses)
realized  during the one-year period ending October 31 during such year, and all
ordinary  income and  capital  gains for prior  years  that were not  previously
distributed.

Investment  company  taxable  income  includes   dividends,   interest  and  net
short-term  capital  gains in  excess  of net  long-term  capital  losses,  less
expenses.  Net realized  capital  gains for a fiscal year are computed by taking
into account any capital loss carryforward of a Fund.

Distributions  of investment  company taxable income are taxable to shareholders
as ordinary income.

If any net realized long-term capital gains in excess of net realized short-term
capital losses are retained by a Fund for reinvestment, requiring federal income
taxes to be paid  thereon by the Fund,  the Fund  intends to elect to treat such
capital gains as having been  distributed  to  shareholders.  As a result,  each
shareholder will report such capital gains as long-term  capital gains , will be
able to claim a relative  share of federal  income  taxes paid by a Fund on such
gains as a credit against  personal  federal  income tax liability,  and will be
entitled to increase  the  adjusted  tax basis on Fund shares by the  difference
between such reported gains and the individual tax credit.


Dividends from domestic  corporations may comprise some part of the gross income
of Global Blue Chip Fund,  Emerging  Markets Growth Fund and Latin America Fund.
To the extent that such dividends constitute a portion of a Fund's gross income,
a  portion  of the  income  distributions  of the Fund may be  eligible  for the
deduction for dividends received by corporations.  Shareholders will be informed
of the portion of dividends which so qualify. The  dividends-received  deduction
is  reduced  to the  extent  the  shares  of a Fund  with  respect  to which the
dividends are received are treated as  debt-financed  under  federal  income tax
law,  and is  eliminated  if either  those  shares or the shares of the Fund are
deemed to have been held by the Fund or the shareholder, as the case may be, for
less than 46 days during the 90-day  period  beginning 45 days before the shares
become ex-dividend.


Properly  designated  distributions of the excess of net long-term  capital gain
over net  short-term  capital  loss are  taxable to  shareholders  as  long-term
capital  gains,  regardless of the length of time the shares of a Fund have been
held  by  such  shareholders.  Such  distributions  are  not  eligible  for  the
dividends-received  deduction.  Any loss realized upon the  redemption of shares
held at the time of  redemption  for six  months  or less will be  treated  as a
long-term  capital loss to the extent of any amounts treated as distributions of
long-term capital gain during such six-month period.

Distributions  of investment  company  taxable  income and net realized  capital
gains will be taxable as described above, whether received in shares or in cash.
Shareholders  electing to receive distributions in the form of additional shares
will have a cost basis for federal income tax purposes in each share so received
equal to the net asset value of a share on the reinvestment date.

If shares are held in a tax-deferred  account, such as a retirement plan, income
and gain will not be taxable each year. Instead,  the taxable portion of amounts
held in a  tax-deferred  account  generally  will be subject to tax as  ordinary
income only when distributed from that account.

                                       53
<PAGE>

All distributions of investment  company taxable income and net realized capital
gain,  whether  received  in  shares  or in  cash,  must  be  reported  by  each
shareholder on his or her federal income tax return. Dividends and capital gains
distributions  declared  in  October,   November  or  December  and  payable  to
shareholders  of record in such a month will be deemed to have been  received by
shareholders  on  December  31 if paid  during  January of the  following  year.
Redemptions  of shares,  including  exchanges for shares of another Kemper fund,
may result in tax  consequences  (gain or loss) to the  shareholder and are also
subject to these reporting requirements.

Distributions  by a Fund  result in a  reduction  in the net asset  value of the
Fund's  shares.  Should  a  distribution  reduce  the net  asset  value  below a
shareholder's  cost basis such distribution would nevertheless be taxable to the
shareholder as ordinary  income or capital gain as described  above even though,
from an investment standpoint, it may constitute a partial return of capital. In
particular, investors should consider the tax implications of buying shares just
prior to a distribution. The price of shares purchased at that time includes the
amount  of the  forthcoming  distribution.  Those  purchasing  just  prior  to a
distribution   will  then   receive  a  partial   return  of  capital  upon  the
distribution, which will nevertheless be taxable to them.

Dividend and interest  income  received by a Fund from sources  outside the U.S.
may  be  subject  to  withholding  and  other  taxes  imposed  by  such  foreign
jurisdictions. Tax conventions between certain countries and the U.S. may reduce
or eliminate these foreign taxes,  however,  and foreign countries  generally do
not impose taxes on capital gains respecting investments by foreign investors.

Each Fund may qualify for and make the election  permitted  under Section 853 of
the Code so that  shareholders  may (subject to  limitations) be able to claim a
credit or deduction on their federal  income tax return form and may be required
to treat as part of the amounts  distributed to them,  their pro rata portion of
qualified  taxes  paid by the Fund to foreign  countries  (which  taxes  related
primarily to investment income) Each Fund may make an election under Section 853
of the Code, provided that more than 50% of the value of the total assets of the
Fund at the  close  of the  taxable  year  consists  of  securities  as  foreign
corporations.  The foreign tax credit  available to  shareholders  is subject to
certain  limitations imposed by the Code, except in the case of certain electing
individual  taxpayers who have limited  creditable  foreign taxes and no foreign
source  income  other than  passive  investment-type  income.  Furthermore,  the
foreign  tax credit is  eliminated  with  respect to foreign  taxes  withheld on
dividends  if the  dividend-paying  shares or the shares of the Fund are held by
the Fund or the  shareholders,  as the case may be,  for less than 16 days.  (46
days in the case of preferred  shares)  during the 30-day period  (90-day period
for preferred  shares)  beginning 15 days (45 days for preferred  shares) before
the shares  become  ex-dividend.  In addition,  if a Fund fails to satisfy these
holding period  requirements,  it cannot elect under Section 853 to pass through
to shareholders the ability to claim a deduction for the related foreign taxes.

Each Fund may  invest in shares of  certain  foreign  corporations  which may be
classified under the Code as passive foreign investment companies ("PFICs").  If
a Fund receives a so-called  "excess  distribution"  with respect to PFIC stock,
the Fund itself may be subject to a tax on a portion of the excess distribution.
Certain  distributions  from a PFIC as well as  gains  from the sale of the PFIC
shares are treated as "excess  distributions." In general, under the PFIC rules,
an excess  distribution  is treated as having  been  realized  ratably  over the
period  during which a Fund held the PFIC  shares.  Each Fund will be subject to
tax on the portion, if any, of an excess distribution that is allocated to prior
Fund  taxable  years and an interest  factor will be added to the tax, as if the
tax had been payable in such prior taxable years. Excess distributions allocated
to the current  taxable year are  characterized  as ordinary income even though,
absent application of the PFIC rules,  certain excess  distributions  might have
been classified as capital gain.

A Fund may make an  election  to mark to  market  its  shares  of these  foreign
investment  companies in lieu of being subject to U.S.  federal income taxation.
At the end of each taxable year to which the  election  applies,  the Fund would
report as  ordinary  income  the  amount by which the fair  market  value of the
foreign  company's stock exceeds the Fund's adjusted basis in these shares;  any
mark to market losses and any loss from an actual disposition of shares would be
deductible  as  ordinary  loss to the  extent  of any net mark to  market  gains
included in income in prior years.  The effect of the election would be to treat
excess  distributions  and gain on  dispositions as ordinary income which is not
subject to a fund level tax when  distributed  to  shareholders  as a  dividend.
Alternatively, the Fund may elect to include as income and gain its share of the
ordinary earnings and net capital gain of certain foreign  investment  companies
in lieu of being taxed in the manner described above.

Equity options  (including  covered call options on portfolio  stock) written or
purchased by a Fund will be subject to tax under  Section  1234 of the Code.  In
general, no loss is recognized by a Fund upon payment of a premium in connection
with the  purchase of a put or call  option.  The  character of any gain or loss
recognized (i.e., long-term or short-term) will generally depend, in the case of
a lapse or sale of the option, on a Fund's holding period for the option and, in
the case of an  exercise  of

                                       54
<PAGE>

the option, on a Fund's holding period for the underlying security. The purchase
of a put option may  constitute  a short sale for federal  income tax  purposes,
causing an  adjustment  in the  holding  period of the  underlying  security  or
substantially  identical security in a Fund's portfolio. If a Fund writes a call
option,  no gain is  recognized  upon its  receipt of a  premium.  If the option
lapses or is closed  out,  any gain or loss is treated as a  short-term  capital
gain or loss.  If a call  option is  exercised,  any  resulting  gain or loss is
short-term or long-term  capital gain or loss depending on the holding period of
the underlying security. The exercise of a put option written by a Fund is not a
taxable transaction for a Fund.

Many  futures  and  forward  contracts  entered  into by a Fund  and all  listed
nonequity options written or purchased by a Fund (including covered call options
written  on  debt  securities  and  options  purchased  or  written  on  futures
contracts)  will be governed by Section 1256 of the Code.  Absent a tax election
to the contrary, gain or loss attributable to the lapse, exercise or closing out
of any such position will be treated as 60% long-term and 40% short-term, and on
the last trading day of a Fund's fiscal year (and  generally,  on October 31 for
purposes of the 4% excise tax), all  outstanding  Section 1256 positions will be
marked-to-market  (i.e.,  treated as if such  positions were closed out at their
closing price on such day),  with any resulting  gain or loss  recognized as 60%
long-term and 40% short-term.  Under Section 988 of the Code,  discussed  below,
foreign currency gain or loss from foreign  currency-related  forward contracts,
certain futures and options and similar  financial  instruments  entered into or
acquired by a Fund will be treated as  ordinary  income or loss.  Under  certain
circumstances, entry into a futures contract to sell a security may constitute a
short sale for federal income tax purposes, causing an adjustment in the holding
period of the underlying  security or a  substantially  identical  security in a
Fund's portfolio.

Positions  of a Fund  consisting  of at least  one  stock and at least one stock
option or other position with respect to a related security which  substantially
diminishes  a Fund's risk of loss with respect to such stock could be treated as
a  "straddle"  which is governed by Section 1092 of the Code,  the  operation of
which may cause deferral of losses,  adjustments in the holding periods of stock
or securities and conversion of short-term capital losses into long-term capital
losses.  An exception to these straddle rules exists for any "qualified  covered
call options" on stock written by a Fund.

Positions of a Fund  consisting of at least one position not governed by Section
1256 and at least one future,  forward,  or nonequity  option  contract which is
governed by Section  1256 which  substantially  diminishes a Fund's risk of loss
with  respect to such  other  position  will be  treated as a "mixed  straddle."
Although  mixed  straddles are subject to the straddle  rules of Section 1092 of
the Code,  certain tax  elections  exist for them which reduce or eliminate  the
operation of these rules.  A Fund will monitor its  transactions  in options and
futures and may make certain tax elections in connection with these investments.


Notwithstanding any of the foregoing, Section 1259 of the Codemay require a Fund
to  recognize  gain  (but  not  loss)  from  a  constructive   sale  of  certain
"appreciated  financial  positions"  if  the  Fund  enters  into a  short  sale,
offsetting notional principal contract,  futures or forward contract transaction
with respect to the appreciated  position or substantially  identical  property.
Appreciated  financial positions subject to this constructive sale treatment are
interests (including options,  futures and forward contracts and short sales) in
stock,  partnership  interests,  certain  actively traded trust  instruments and
certain debt instruments.  Constructive sale treatment of appreciated  financial
positions  does not apply to certain  transactions  closed in the 90-day  period
ending with the 30th day after the close of a Fund's  taxable  year,  if certain
conditions are met.

Similarly,  under Section 1233(h) of the Code,if a Fund enters into a short sale
of property that becomes substantially  worthless,  the Fund will be required to
recognize  gain at that time as  though it had  closed  the short  sale.  Future
regulations  may apply similar  treatment to other strategic  transactions  with
respect to property that becomes substantially worthless.


Under the Code,  gains or losses  attributable to fluctuations in exchange rates
which  occur  between  the  time  a  Fund  accrues  receivables  or  liabilities
denominated  in a foreign  currency and the time a Fund  actually  collects such
receivables or pays such liabilities generally are treated as ordinary income or
ordinary loss.  Similarly,  on disposition of debt  securities  denominated in a
foreign  currency,  and on  disposition of certain  futures,  forward or options
contracts,  gains or losses attributable to fluctuations in the value of foreign
currency  between the date of  acquisition  of the security or contracts and the
date of  disposition  are also treated as ordinary gain or loss.  These gains or
losses,  referred  to under  the Code as  "Section  988"  gains or  losses,  may
increase or decrease the amount of a Fund's investment company taxable income to
be distributed to its shareholders as ordinary income.

If a Fund holds zero coupon securities or other securities which are issued at a
discount a portion of the difference  between the issue price and the face value
of such securities  ("original  issue  discount") will be treated as income to a
Fund each year, even though a Fund will not receive cash interest  payments from
these securities.  This original issue discount (imputed income) will comprise a
part  of  the  investment  company  taxable  income  of a  Fund  which  must  be
distributed to shareholders in order to maintain the  qualification of a Fund as
a regulated  investment company and to avoid federal income tax at a Fund level.
In

                                       55
<PAGE>

addition,  if a Fund  invest in  certain  high  yield  original  issue  discount
obligations  issued by  corporations,  a portion of the original  issue discount
accruing on the  obligation  may be eligible  for the  deduction  for  dividends
received by corporations.  In such an event,  properly  designated  dividends of
investment  company  taxable  income  received  from the  Fund by its  corporate
shareholders, to the extent attributable to such portion of the accrued original
issue discount, may be eligible for the deduction received by corporations.


Each Fund will be required to report to the Internal Revenue Service ("IRS") all
distributions of taxable income and capital gains as well as gross proceeds from
the redemption or exchange of Fund shares,  except in the case of certain exempt
shareholders.  Under the backup  withholding  provisions  of Section 3406 of the
Code,  distributions  of taxable  income and capital gains and proceeds from the
redemption  or exchange of the shares of a regulated  investment  company may be
subject to  withholding  of federal income tax at the rate of 31% in the case of
non-exempt  shareholders  who fail to furnish the investment  company with their
taxpayer identification numbers and with required certifications regarding their
status under the federal income tax law.  Withholding  may also be required if a
shareholder  or a Fund is  notified  by the IRS or a broker  that  the  taxpayer
identification  number  furnished  by the  shareholder  is incorrect or that the
shareholder has previously  failed to report interest or dividend income. If the
withholding  provisions are  applicable,  any such  distributions  and proceeds,
whether taken in cash or reinvested in additional shares, will be reduced by the
amounts required to be withheld.


A sale or exchange of shares is a taxable  event that may result in gain or loss
that will be a capital gain or loss held by the  shareholder as a capital asset,
and may be long-term or  short-term  depending  upon the  shareholder's  holding
period for the shares.  A shareholder  who has redeemed  shares of a Fund or any
other  Kemper  Mutual Fund (other than shares of Kemper Cash  Reserves  Fund not
acquired by exchange  from another  Kemper  Mutual Fund) may reinvest the amount
redeemed  at net asset  value at the time of the  reinvestment  in shares of the
Fund or in shares of the other  Kemper  Mutual  Funds  within  six months of the
redemption.  If redeemed  shares were held less than 91 days, then the lesser of
(a) the sales charge waived on the  reinvested  shares,  or (b) the sales charge
incurred on the  redeemed  shares,  is  included in the basis of the  reinvested
shares and is not included in the basis of the redeemed shares. If a shareholder
realizes a loss on the  redemption  or exchange of a Fund's shares and reinvests
in shares of the same Fund  within  30 days  before or after the  redemption  or
exchange,  the transactions may be subject to the wash sale rules resulting in a
postponement of the recognition of such loss for federal income tax purposes. An
exchange  of a  Fund's  shares  for  shares  of  another  fund is  treated  as a
redemption and  reinvestment  for federal income tax purposes upon which gain or
loss may be recognized.

After each  transaction,  shareholders  will  receive a  confirmation  statement
giving complete  details of the transaction  except that statements will be sent
quarterly  for  transactions  involving  reinvestment  of dividends and periodic
investment and redemption programs.  Information for income tax purposes will be
provided  after the end of the calendar  year.  Shareholders  are  encouraged to
retain copies of their account  confirmation  statements or year-end  statements
for tax  reporting  purposes.  However,  those who have  incomplete  records may
obtain historical account transaction information at a reasonable fee.

When more than one shareholder resides at the same address,  certain reports and
communications  to be delivered to such shareholders may be combined in the same
mailing  package,  and  certain  duplicate  reports  and  communications  may be
eliminated. Similarly, account statements to be sent to such shareholders may be
combined in the same mailing  package or consolidated  into a single  statement.
However, a shareholder may request that the foregoing policies not be applied to
the  shareholder's  account.  In  January  of each  year a Fund  issues  to each
shareholder a statement of the federal income tax status of all distributions.

The foregoing  discussion of U.S.  federal  income tax law relates solely to the
application of that law to U.S.  persons,  i.e., U.S. citizens and residents and
U.S. corporations, partnerships, trusts and estates. Each shareholder who is not
a U.S. person should consider the U.S. and foreign tax consequences of ownership
of shares of a Fund,  including the  possibility  that such a shareholder may be
subject to a U.S.  withholding tax at a rate of 30% (or at a lower rate under an
applicable income tax treaty) on amounts  constituting  ordinary income received
by him or her, where such amounts are treated as income from U.S.  sources under
the Code.

Shareholders of a Fund may be subject to state,  local and foreign taxes on Fund
distributions and disposition of Fund shares.  Shareholders should consult their
tax advisers  about the  application  of the  provisions  of tax law in light of
their particular tax situations.

                                       56
<PAGE>

RETIREMENT PLANS

Shares of the Fund may be  purchased  as an  investment  in a number of kinds of
retirement plans,  including qualified pension,  profit sharing,  money purchase
pension,  and  401(k)  plans,  Code  Section  403(b)  custodial  accounts,   and
individual retirement accounts.

Individual Retirement Accounts. One of the tax-deferred retirement plan accounts
that may hold Fund shares is an individual retirement account ("IRA"). There are
three kinds of IRAs that an individual may  establish:  traditional  IRAs,  Roth
IRAs and  education  IRAs.  With a  traditional  IRA, an  individual  may make a
contribution of up to $2,000 or, if less, the amount of the individual's  earned
income for any taxable year prior to the year the individual reaches age 70 1/2.
The  contribution  will be fully deductible if neither the individual nor his or
her spouse is an active  participant  in an  employer's  retirement  plan. If an
individual  is  (or  has  a  spouse  who  is)  an  active   participant   in  an
employer-sponsored  retirement plan , the amount,  if any, of IRA  contributions
that are deductible by such an individual is determined by the individual's (or,
if married  filing  jointly,  the couple's)  adjusted gross income for the year.
Even if an  individual's  contributions  to an IRA for a  taxable  year  are not
deductible,  the individual nonetheless may make nondeductible  contributions up
to $2,000,  or 100% of earned  income if less,  for that year. A  higher-earning
spouse also may contribute up to $2,000 per year to the  lower-earning  spouse's
own IRA, whether or not the lower-earning  spouse has earned income of less than
$2,000,  as long as the spouses'  joint  earned  income is at least equal to the
combined  amount of the  spouses'  IRA  contributions  for the  year.  There are
special rules for determining how withdrawals are to be taxed if an IRA contains
both deductible and nondeductible amounts. In general, a proportionate amount of
each  withdrawal  will be deemed to be made  from  nondeductible  contributions;
amounts treated as a return of nondeductible  contributions will not be taxable.
Lump sum distributions from another qualified retirement plan may be rolled over
into a traditional IRA, also.

With a Roth  IRA,  an  individual  may make  only  nondeductible  contributions;
contributions  can be made of up to  $2,000  or,  if  less,  the  amount  of the
individual's  earned income for any taxable year,  but only if the  individual's
adjusted  gross income for the year is less than  $95,000,or,  if married filing
jointly,  the couple's adjusted gross income is less than $150,000.  The maximum
contribution  amount  phases out and falls to zero between  $95,000 and $110,000
for single  persons,  and between  $150,000 and  $160,000  for married  persons.
Contributions to a Roth IRA may be made even after the individual attains age 70
1/2.  No  distributions  are  required  to be taken  prior  to the  death of the
original  account  holder.  Distributions  from a Roth IRA that satisfy  certain
requirements  will not be taxable when taken;  other  distributions  of earnings
will be taxable.  An individual  with adjusted  gross income of $100,000 or less
generally may elect to roll over amounts from a  traditional  IRA to a Roth IRA.
The full  taxable  amount held in the  traditional  IRA that is rolled over to a
Roth IRA will be taxable in the year of the rollover,  except rollovers made for
1998, which may be included in taxable income over a four-year period.

An education IRA provides a method for saving for the higher education  expenses
of a child; it is not designed for retirement savings.  Generally,  amounts held
in an education IRA may be used to pay for qualified higher  education  expenses
at an eligible  (post-secondary)  educational  institution.  An  individual  may
contribute  to an education IRA for the benefit of a child under 18 years old if
the individual's income does not exceed certain limits. The maximum contribution
for the  benefit  of any one  child  is $500  per  year.  Contributions  are not
deductible,  but earnings accumulate tax-free until withdrawal,  and withdrawals
used  to  pay  qualified  higher  education  expenses  of  the  beneficiary  (or
transferred  to an education IRA of a qualified  family member) will be taxable.
Other withdrawals will be subject to tax.

In addition,  there are special IRA programs available for employers under which
an employer may establish IRA accounts for its employees in lieu of establishing
more complicated  retirement  plans,  such as qualified profit sharing or 401(k)
plans.  Known as SEP-IRAs  (Simplified  Employee  Pension-IRAs) and SIMPLE IRAs,
they permit  employers  to  maintain a  retirement  program for their  employees
without being subject to a number of the record keeping and testing requirements
applicable to qualified plans.

Qualified  Retirement  Plans.  Fund shares  also may be held in profit  sharing,
money  purchase  pension,  and 401(k)  plan  accounts.  An  employer,  whether a
corporation,  partnership  or  other  kind of  business  entity,  generally  may
maintain one or more qualified retirement plans for its employees.  These plans,
which are  qualified  plans under Code Section  401(a),  are subject to numerous
rules relating to such matters as the maximum contribution that can be allocated
to participant's accounts,  nondiscrimination,  and distributions from the plan,
as well  as  being  subject  in many  cases  to the  fiduciary  duty  and  other
provisions of the Employee Retirement Income Securities Act of 1974, as amended.
Businesses  considering  adopting a qualified  retirement plan are encouraged to
seek competent professional advice before adopting one of these plans.

                                       57
<PAGE>

403(b) Plan  Accounts.  Fund shares also may be purchased as an  investment  for
Code Section 403(b)(7) custodial accounts.  In general,  employees of tax-exempt
organizations  described in Code Section  501(c)(3) and of public school systems
are eligible to participate in 403(b)  accounts.  These  arrangements may permit
employer contributions and/or employee salary reduction  contributions,  and are
subject to rules relating to such matters as the maximum  contribution  than can
be made to a participant's  account,  nondiscrimination,  and distributions from
the account.

General  Information.  Please call the Fund to obtain information  regarding the
establishment of IRAs or other retirement plans. A retirement plan custodian may
charge  fees in  connection  with  establishing  and  maintaining  the plan.  An
investor should consult with a competent  adviser for specific advice concerning
his or her tax status and the  possible  benefits  of  establishing  one or more
retirement plan accounts.  The description above is only very general; there are
numerous  other  rules  applicable  to  these  plans  to  be  considered  before
establishing one.

PERFORMANCE

The Funds may advertise several types of performance  information for a class of
shares,  including "average annual total return" and "total return." Performance
information will be computed  separately for Class A, Class B, Class C and Class
I shares.  Each of these  figures is based upon  historical  results  and is not
representative of the future performance of any class of the shares. A Fund with
fees or expenses  being waived or absorbed by Scudder  Kemper may also advertise
performance information before and after the effect of the fee waiver or expense
absorption.

 A Fund's historical performance or return for a class of shares may be shown in
the form of "average  annual total  return" and "total  return"  figures.  These
measures of performance are described  below.  Performance  information  will be
computed separately for each class. The Adviser has agreed to a reduction of its
management  fee for each Fund to the extent  specified  in the  prospectus.  See
"Investment  Manager  and  Underwriter."  This fee  reduction  will  improve the
performance results of a Fund.

Average  annual total return and total  return  measure both the net  investment
income  generated by, and the effect of any realized or unrealized  appreciation
or  depreciation  of, the  underlying  investments in a Fund's  portfolio.  Each
Fund's  average annual total return  quotation is computed in accordance  with a
standardized  method  prescribed  by rules of the SEC. The average  annual total
return for each class of a Fund for a specific period is found by first taking a
hypothetical  $1,000 investment  ("initial  investment") in the class' shares on
the first day of the period,  adjusting  to deduct the maximum  sales charge (in
the case of Class A  shares),  and  computing  the  "redeemable  value"  of that
investment at the end of the period.  Average annual return  quotations  will be
determined  to the nearest  1/100th of 1%. The  redeemable  value in the case of
Class B shares or Class C shares include the effect of the applicable contingent
deferred  sales  charge  that  may be  imposed  at the  end of the  period.  The
redeemable value is then divided by the initial investment, and this quotient is
taken to the Nth root (N  representing  the number of years in the period) and 1
is subtracted from the result, which is then expressed as a percentage.  Average
annual  return  calculated  in  accordance  with this formula does not take into
account any required payments for federal of state income taxes. Such quotations
for Class B shares of a Fund for periods over six years will reflect  conversion
of such shares to Class A of that Fund shares at the end of the sixth year.  The
calculation  assumes that all income and capital gains  dividends paid by a Fund
have been  reinvested  at net asset value on the  reinvestment  dates during the
period.  Average  annual  total  return may also be  calculated  in a manner not
consistent with the standard  formula  described  above,  without  deducting the
maximum sales charge or contingent deferred sales charge.

                  Average Annual Total Return = (ERV/P)^1/n - 1

          Where:

                     P        =     a hypothetical initial investment of $1,000
                     n        =     Number of years
                     ERV      =     Ending  redeemable  value: ERV is the value,
                                    at the end of the  applicable  period,  of a
                                    hypothetical  $1,000  investment made at the
                                    beginning of the applicable period.


                                       58
<PAGE>

<TABLE>
<CAPTION>

                             Average Annual Total Return for Periods Ended October 31,

                     Fund                  Class A Shares            Class B Shares             Class C Shares
<S>                                             <C>                        <C>                         <C>
Global Blue Chip Fund

One Year                                        9.60%                      12.10%                     15.19%

Life of the Fund*                               9.32%                      10.32%                     11.92%

Emerging Markets Growth Fund

One Year                                       14.61%                      17.54%                     20.49%

Life of the Fund*                              -3.28%                      -2.65%                     -0.88%

Latin America Fund

One Year                                        8.02%                      11.02%                      5.51%

Life of the Fund*                             -10.72%                     -10.08%                     -8.57%
</TABLE>


*    Since the Funds'  commencement  of operations on December 31, 1997 (January
     8, 1998, in the case of Emerging Markets Growth Fund).

Note: If the Adviser had not maintained  expenses,  the total returns would have
been lower.

Calculation of a Fund's total return is not subject to a  standardized  formula,
except when calculated for a Fund's "Financial  Highlights" table in each Fund's
financial  statements and  prospectus.  Total return  performance for a specific
period  is  calculated  by first  taking  a  hypothetical  investment  ("initial
investment") in a Fund's shares on the first day of the period, either adjusting
or not  adjusting  to deduct the  maximum  sales  charge (in the case of Class A
shares),  and computing the "ending value" of that  investment at the end of the
period.  The total return  percentage  is then  determined  by  subtracting  the
initial  investment  from the ending  value and  dividing  the  remainder by the
initial  investment and expressing the result as a percentage.  The ending value
in the case of a Fund's  Class B shares or Class C shares may or may not include
the  effect of the  applicable  contingent  deferred  sales  charge  that may be
imposed at the end of the period.  The  calculation  assumes that all income and
capital gains  dividends paid by a Fund have been  reinvested at net asset value
on the reinvestment  dates during the period.  Total return may also be shown as
the increased dollar value of the hypothetical investment over the period. Total
return  calculations  that do not include  the effect of the sales  charge for a
Fund's Class A shares or the  contingent  deferred  sales charge for Class B and
Class C shares would be reduced if such charges were included.

Average  annual  total  return and total  return  figures  measure  both the net
investment  income  generated by, and the effect of any realized and  unrealized
appreciation  or depreciation  of, the underlying  investments in a Fund for the
period in question,  assuming the  reinvestment  of all dividends.  Thus,  these
figures  reflect  the change in the value of an  investment  in a Fund  during a
specified  period.  Average  annual total return will be quoted for at least the
one-, five- and ten-year periods ending on a recent calendar quarter (or if such
periods have not yet elapsed,  at the end of a shorter period  corresponding  to
the  life of a Fund for  performance  purposes).  Average  annual  total  return
figures  represent  the  average  annual  percentage  change  over the period in
question.  Total return  figures  represent the  aggregate  percentage or dollar
value change over the period in question.


A Fund's yield is computed in accordance with a standardized  method  prescribed
by rules of the Securities and Exchange Commission.


A Fund's yield is the net annualized  yield based on a specified  30-day (or one
month) period assuming semiannual  compounding of income. Yield is calculated by
dividing the net  investment  income per share  earned  during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:

                                       59
<PAGE>

                        YIELD = 2[((a - b)/cd + 1)^6 - 1]

        Where:

                A        =          Dividends  and  interest  earned  during the
                                    period,  including  amortization  of  market
                                    premium or accretion of market discount
                B        =          Expenses  accrued  for  the  period  (net of
                                    reimbursements)
                C        =          the   average   daily   number   of   shares
                                    outstanding  during  the  period  that  were
                                    entitled to receive dividends
                D        =          the maximum  offering price per share on the
                                    last day of the period

Each Fund's  performance  figures are based upon historical  results and are not
necessarily representative of future performance. Each Fund's Class A shares are
sold at net asset  value plus a maximum  sales  charge of 5.75% of the  offering
price.  Class B and Class C shares are sold at net asset value.  Redemption of a
Fund's Class B shares may be subject to a contingent  deferred sales charge that
is 4% in  the  first  year  following  the  purchase,  declines  by a  specified
percentage each year thereafter and becomes zero after six years.  Redemption of
a Fund's Class C shares may be subject to a 1% contingent  deferred sales charge
in the first year  following  the  purchase.  Returns  and net asset  value will
fluctuate.  Factors  affecting  a  Fund's  performance  include  general  market
conditions,  operating expenses and investment  management.  Any additional fees
charged  by a dealer or other  financial  services  firm  would  reduce  returns
described in this section.  Shares of a Fund are  redeemable at the then current
net asset value, which may be more or less than original cost.

There are differences and similarities  between the investments which a Fund may
purchase and the investments measured by the indices which are described herein.
The Consumer  Price Index is generally  considered to be a measure of inflation.
The Dow Jones  Industrial  Average and the Standard & Poor's 500 Stock Index are
indices of common stocks which are considered to be generally  representative of
the U.S. stock market.  The Financial  Times/Standard  & Poor's  Actuaries World
Index-Europe(TM)  is a managed  index that is  generally  representative  of the
equity securities of European markets. The foregoing indices are unmanaged.  The
net asset value and returns of a Fund will fluctuate.

Investors  may want to compare  the  performance  of a Fund to  certificates  of
deposit  issued by banks  and other  depository  institutions.  Certificates  of
deposit may offer fixed or variable  interest  rates and principal is guaranteed
and may be insured.  Withdrawal  of deposits  prior to maturity will normally be
subject to a penalty.  Rates offered by banks and other depository  institutions
are  subject  to  change  at any  time  specified  by the  issuing  institution.
Information  regarding bank products may be based upon, among other things,  the
BANK RATE MONITOR National  Index(TM) for  certificates of deposit,  which is an
unmanaged index and is based on stated rates and the annual  effective yields of
certificates of deposit in the ten largest banking markets in the United States,
or the CDA Investment Technologies,  Inc. Certificate of Deposit Index, which is
an  unmanaged  index  based on the average  monthly  yields of  certificates  of
deposit.

Investors  also may want to compare  the  performance  of a Fund to that of U.S.
Treasury  bills,  notes or bonds.  Treasury  obligations  are issued in selected
denominations.  Rates of Treasury  obligations are fixed at the time of issuance
and payment of principal  and interest is backed by the full faith and credit of
the U.S. Treasury. The market value of such instruments will generally fluctuate
inversely  with  interest  rates prior to  maturity  and will equal par value at
maturity.  Information  regarding the performance of Treasury obligations may be
based upon,  among other  things,  the Towers Data  Systems U.S.  Treasury  Bill
index,  which is an  unmanaged  index  based  on the  average  monthly  yield of
treasury bills maturing in six months.  Due to their short maturities,  Treasury
bills generally experience very low market value volatility.

Investors may want to compare the  performance of a Fund to that of money market
funds.  Money  market  funds seek to maintain a stable net asset value and yield
fluctuates.  Information  regarding the performance of money market funds may be
based upon,  among other  things,  IBC/Donoghue's  Money Fund  Averages(R)  (All
Taxable). As reported by IBC/Donoghue's,  all investment results represent total
return  (annualized  results for the period net of management fees and expenses)
and  one  year   investment   results  are  effective   annual  yields  assuming
reinvestment of dividends.

OFFICERS AND DIRECTORS

The  officers  and  directors  of the  Corporation,  their  birth  dates,  their
principal occupations and their affiliations, if any, with the Adviser, and KDI,
the principal underwriter, are listed below. All persons named as directors also
serve in similar capacities for other funds advised by the Adviser:

                                       60
<PAGE>

MARK  S.  CASADY  (9/21/60)*   President,   Two  International   Place,  Boston,
Massachusetts, Managing Director, Adviser; formerly, Institutional Sales Manager
of an unaffiliated mutual fund distributor.

JAMES  E.  AKINS  (10/15/26)   Director  (15),  2904  Garfield  Terrace,   N.W.,
Washington,  D.C.; Consultant on International,  Political and Economic Affairs;
formerly a career United States Foreign Service Officer,  Energy Adviser for the
White House and United States Ambassador to Saudi Arabia, 1973-76.

JAMES R. EDGAR (07/22/46) Director,  1927 County Road, 150E, Seymour,  Illinois;
Distinguished Fellow, Institute of Government and Public Affairs,  University of
Illinois; Director, Kemper Insurance Companies;  formerly, Governor of the State
of Illinois, 1991-1999.

ARTHUR R. GOTTSCHALK (2/13/25) Director (15), 10642 Brookridge Drive, Frankfort,
Illinois,  Retired;  formerly,  President,  Illinois Manufacturers  Association;
Trustee,  Illinois  Masonic  Medical Center;  formerly,  Illinois State Senator;
formerly, Vice President, The Reuben H. Donnelly Corp; formerly, attorney.

FREDERICK  T.  KELSEY  (4/25/27)  Director  (15),  4010  Arbor  Lane,  Unit 102,
Northfield,  Illinois;  Retired;  formerly,  consultant to Goldman, Sachs & Co.;
formerly,  President,  Treasurer and Trustee of Institutional  Liquid Assets and
its  affiliated  mutual  funds;  Trustee of the  Northern  Institutional  Funds,
formerly, Trustee of the Pilot Funds.

THOMAS W. LITTAUER (4/26/55)* Vice President,  Two International  Place, Boston,
Massachusetts; Managing Director, Scudder Kemper Investments, Inc.


FRED B. RENWICK  (2/1/30)  Director (15), 3 Hanover Square,  New York, New York;
Professor of Finance, New York University,  Stern School of Business;  Director,
TIFF Industrial  Program,  Inc.,  Director,  the Wartburg  Foundation;  Chairman
Investment Committee of Morehouse College Board of Trustees;  Chairman, American
Bible Society Investment Committee;  formerly member of the Investment Committee
of Atlanta University Board of Trustees; formerly Director of Board of Pensions,
Evangelical Lutheran Church of America.


KATHRYN L. QUIRK (12/3/52)*,  Director and Vice President,  345 Park Avenue, New
York, New York; Managing Director, Adviser

JOHN G. WEITHERS  (8/8/33) Director (15), 311 Spring Lake,  Hinsdale,  Illinois;
Retired;  formerly,  Chairman of the Board and Chief Executive Officer,  Chicago
Stock  Exchange;  Director,  Federal Life  Insurance  Company,  President of the
Members of the Corporation and Trustee, DePaul University.

PHILIP J. COLLORA (11/15/45)* Vice President and Secretary,  222 South Riverside
Plaza,  Chicago,  Illinois;  Senior  Vice  President  and  Assistant  Secretary,
Adviser.

JOYCE E. CORNELL  (3/26/44)* Vice President,  Two International  Place,  Boston,
Massachusetts; Managing Director, Scudder Kemper Investments, Inc.

DIEGO ESPINOSA  (6/30/62)*  Vice President,  Two  International  Place,  Boston,
Massachusetts; Senior Vice President, Scudder Kemper Investments, Inc.

JOAN R. GREGORY (8/4/45)* Vice President,  345 Park Avenue,  New York, New York;
Vice President, Scudder Kemper Investments, Inc.

TARA C. KENNEY  (10/7/60)*  Vice President,  Two  International  Place,  Boston,
Massachusetts; Senior Vice President, Scudder Kemper Investments, Inc.

ANN M. McCREARY (11/6/56)* Vice President,  345 Park Avenue, New York, New York;
Managing Director, Scudder Kemper Investments, Inc.

SHERIDAN P. REILLY (2/27/52)* Vice President,  Two International  Place, Boston,
Massachusetts; Senior Vice President, Scudder Kemper Investments, Inc.

M. ISABEL SALTZMAN (12/22/54)* Vice President,  Two International Place, Boston,
Massachusetts; Managing Director, Scudder Kemper Investments, Inc.

WILLIAM F. TRUSCOTT  (9/14/60)* Vice President,  345 Park Avenue,  New York, New
York; Managing Director, Scudder Kemper Investments, Inc.

                                       61
<PAGE>

LINDA J. WONDRACK (9/12/64)* Vice President,  Two International  Place,  Boston,
Massachusetts; Managing Director, Scudder Kemper Investments, Inc.

JOHN  R.  HEBBLE  (6/27/58)*,   Treasurer,   Two  International  Place,  Boston,
Massachusetts; Senior Vice President, Adviser.

BRENDA LYONS (2/21/63)*,  Assistant Treasurer,  Two International Place, Boston,
Massachusetts; Senior Vice President, Adviser

MAUREEN E. KANE  (2/14/62)*,  Assistant  Secretary*,  Two  International  Place,
Boston,  Massachusetts;   Vice  President,  Adviser;  formerly,  Assistant  Vice
President  of  an  unaffiliated   investment  management  firm;  prior  thereto,
Associate  Staff  Attorney  of  an  unaffiliated   investment  management  firm;
Associate, Peabody & Arnold (law firm).

CAROLINE  PEARSON  (4/1/62)*,  Assistant  Secretary,  Two  International  Place,
Boston,  Massachusetts;  Senior Vice President,  Adviser;  formerly,  Associate,
Dechert Price & Rhoads

*  Interested persons of the Corporation as defined in the 1940 Act.

Compensation of Officers and Directors

The Directors  and Officers who are  "interested  persons" as  designated  above
receive no  compensation  from the Funds.  The table below shows amounts paid or
accrued to those  Directors who are not designated  "interested  persons" by the
Corporation, during the 1999 fiscal year.

<TABLE>
<CAPTION>

                                                          Aggregate
                                                        Compensation
                                                    From all Funds in the                                     Total
                                                       Kemper Global/                                      Compensation
                                                    International Series,     Total Compensation         From Kemper Fund
                                                      Inc., Except for        from Growth Fund of        Complex Paid to
              Name of Board Member                  Growth Fund of Spain             Spain              Board Members (1)
- -------------------------------------------------- ------------------------ ------------------------ -------------------------
<S>                                                <C>                          <C>                      <C>
James E. Akins.....................                $5,800                      $8,200                   $168,700

James R. Edgar(2)                                  $5,000                      $1,700                   $84,600
Arthur R. Gottschalk (3)...........                $6,700                      $8,300                   $166,600

Frederick T. Kelsey................                $6,700                      $8,300                   $168,700
Fred B. Renwick....................                $5,600                      $8,100                   $168,700

John G. Weithers...................                $5,700                      $8,200                   $171,200
</TABLE>


(1)  Includes  compensation for service on the boards of 17 Kemper funds with 51
     portfolios.  Each board  member  currently  serves as a board  member of 17
     Kemper Funds with 51 fund portfolios.

(2)  Appointed as director on May 27, 1999.

(3)  Includes deferred fees. Pursuant to deferred  compensation  agreements with
     certain Kemper funds.  deferred  amounts accrue interest  monthly at a rate
     approximate to the yield of Zurich Money Funds -- Zurich Money Market Fund.
     Total deferred  amounts and interest accrued for the latest fiscal year for
     Growth Fund of Spain amounted to $25,000 for Mr. Gottschalk.


As of January 29, 2000, the Directors and Officers as a group owned less than 1%
of each Fund's shares,  and the following  entities owned of record greater than
5% of the outstanding shares of a particular class of each Fund:

                                       62
<PAGE>

<TABLE>
<CAPTION>

Kemper Global Blue Chip Fund

- -------------------------------------------------------------------------------------------------------------
NAME                                  CLASS                               PERCENTAGE
- -------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                     <C>
National Financial Services Corp.     A                                   5.94
FBO Delores Parson
200 Liberty Street
New York, NY  10281
- ------------------------------------- ----------------------------------- -----------------------------------
SSC Investment Corp.                  A                                   8.28
345 Park Avenue
New York, NY  10154
- ------------------------------------- ----------------------------------- -----------------------------------
Donaldson, Lufkin & Jenrette          B                                   6.85
Securities Corp.
P.O. Box 2052
Jersey City, NJ  07303
- ------------------------------------- ----------------------------------- -----------------------------------
John E. Susong                        C                                   5.95
C/O Pension Consulting Services
1315 Corporate Drive
Hudson, OH  44236
- ------------------------------------- ----------------------------------- -----------------------------------


Kemper Emerging Markets Growth Fund
- -----------------------------------

- ------------------------------------- ----------------------------------- -----------------------------------
NAME                                  CLASS                               PERCENTAGE
- ------------------------------------- ----------------------------------- -----------------------------------
National Financial Services Corp.     A                                   6.60
FBO Edward Ryan, Jr.
200 Liberty Street
New York, NY  10281
- ------------------------------------- ----------------------------------- -----------------------------------
Bernard Brodwin & Ann Marie Gonera,   A                                   7.30
JTWROS for Ann Marie Gonera POA
9031 Whitney Av.
Flushing, NY  11373
- ------------------------------------- ----------------------------------- -----------------------------------
Donaldson, Lufkin & Jenrette          A                                   5.29
Securities Corp.
P.O. Box 2052
Jersey City, NJ  07303
- ------------------------------------- ----------------------------------- -----------------------------------
SSC Investment Corp.                  A                                   18.46
345 Park Avenue
New York, NY  10154
- ------------------------------------- ----------------------------------- -----------------------------------
National Financial Services Corp.     B                                   9.20
FBO Michael Loper
200 Liberty Street
New York, NY  10281
- ------------------------------------- ----------------------------------- -----------------------------------
Donaldson, Lufkin & Jenrette          B                                   15.81
Securities Corp.
P.O. Box 2052
Jersey City, NJ  07303
- ------------------------------------- ----------------------------------- -----------------------------------

                                       63
<PAGE>
- ------------------------------------- ----------------------------------- -----------------------------------
NAME                                  CLASS                               PERCENTAGE
- ------------------------------------- ----------------------------------- -----------------------------------
First Union Securities                B                                   6.18
Commission Accounting
77 W. Wacker Drive
Chicago, IL  60601
- ------------------------------------- ----------------------------------- -----------------------------------
Talaris Systems Inc. 401K             C                                   5.83
FBO Gail McBeth-Wall
10575 Rock Creek Drive
San Diego, CA  92131
- ------------------------------------- ----------------------------------- -----------------------------------
Merrill, Lynch, Pierce, Fenner &      C                                   8.07
Smith
For the sole benefit of customers
4800 Deer Lake Drive East
Jacksonville, FL  32246
- ------------------------------------- ----------------------------------- -----------------------------------
Wick's Truck Trailers Inc. 401K       C                                   12.43
FBO Gail Wickersham
16725 H. Circle
Oamah, NE 68135
- ------------------------------------- ----------------------------------- -----------------------------------
Terry & Donna Sanchex, JTWROS         C                                   22.37
1852 Samarkand Road
Glendale, CA  91208
- ------------------------------------- ----------------------------------- -----------------------------------

Kemper Latin America Fund
- -------------------------

- ------------------------------------- ----------------------------------- -----------------------------------
NAME                                  CLASS                               PERCENTAGE
- ------------------------------------- ----------------------------------- -----------------------------------
SSC Investment Corp.                  A                                   50.18
345 Park Avenue
New York, NY  10154
- ------------------------------------- ----------------------------------- -----------------------------------
Gary Strausberg                       B                                   15.43
2204 Rogene Road
Baltimore, MD  21209
- ------------------------------------- ----------------------------------- -----------------------------------
SSC Investment Corp.                  B                                   18.25
345 Park Avenue
New York, NY  10154
- ------------------------------------- ----------------------------------- -----------------------------------
Robert & Maureen Malone, JTWROS       B                                   9.62
3044 W. 100th Place
Evergreen Park, IL  60805
- ------------------------------------- ----------------------------------- -----------------------------------
Donaldson, Lufkin & Jenrette          C                                   41.41
Securities Corp.
P.O. Box 2052
Jersey City, NJ  07303
- ------------------------------------- ----------------------------------- -----------------------------------
SSC Investment Corp.                  C                                   7.08
345 Park Avenue
New York, NY  10154
- ------------------------------------- ----------------------------------- -----------------------------------
Investor's Fiduciary Trust            C                                   7.17
For IRA of William Miller
7777 Coldstream Woods Drive
Cincinnati, OH 45255
- ------------------------------------- ----------------------------------- -----------------------------------

                                       64
<PAGE>
- ------------------------------------- ----------------------------------- -----------------------------------
NAME                                  CLASS                               PERCENTAGE
- ------------------------------------- ----------------------------------- -----------------------------------
Retirement Accounts & Co.             C                                   9.12
Cust. For IRA of Alice Thornton Bell
P.O. Box 173785
Denver, Co  80217
- ------------------------------------- ----------------------------------- -----------------------------------
</TABLE>


SHAREHOLDER RIGHTS

The Funds are  series of the  Corporation,  an  open-end  management  investment
company  registered  under the 1940 Act.  The  Corporation  was  organized  as a
corporation under the laws of Maryland on October 2, 1997.


The Corporation may issue 600,000,000  shares of capital stock, all having $.001
par value, which may be divided by the Board of Directors into series or classes
of shares.  100,000,000  shares have been classified for the  Corporation's  six
series.  Currently, each Fund offers three classes of shares. These are Class A,
Class B and Class C shares. The Board of Directors may authorize the issuance of
additional classes and additional series if deemed desirable,  each with its own
investment  objectives,  policies and  restrictions.  Since the  Corporation may
offer multiple funds, each is known as a "series company." Shares of a Fund have
equal  noncumulative  voting  rights except that Class B and Class C shares have
separate and exclusive voting rights with respect to each such class' Rule 12b-1
Plan.  Shares of each series also have equal rights with  respect to  dividends,
assets  and  liquidation  of such  Fund  subject  to any  preferences  (such  as
resulting from different Rule 12b-1 distribution  fees), rights or privileges of
any  classes  of  shares of the  Fund.  Shares  of each Fund are fully  paid and
nonassessable  when issued,  are  transferable  without  restriction and have no
preemptive or conversion rights.


Each Fund's activities are supervised by the  Corporation's  Board of Directors.
Each Fund is not  required  to and has no current  intention  of holding  annual
shareholder meetings,  although special meetings may be called for purposes such
as electing or removing Directors,  changing fundamental  investment policies or
approving an  investment  advisory  contract.  Shareholders  will be assisted in
communicating  with other shareholders in connection with removing a Director as
if Section 16(c) of the 1940 Act were applicable.

Each director serves until the next meeting of shareholders,  if any, called for
the purpose of electing  directors and until the election and qualification of a
successor or until such director sooner dies, resigns,  retires or is removed by
a  majority  vote of the  shares  entitled  to vote (as  described  below)  or a
majority of the directors.


One-third of the Directors  shall be present in person at any regular or special
meeting of the Directors in order to constitute a quorum for the  transaction of
business at such meeting and, except as otherwise  required by law, the act of a
majority  of the  Directors  present at any such  meeting,  at which a quorum is
present, shall be the act of the Directors.


Any matter shall be deemed to have been effectively acted upon with respect to a
Fund if  acted  upon as  provided  in Rule  18f-2  under  the 1940  Act,  or any
successor rule, and in the Corporation's  Articles of Incorporation.  As used in
the  Prospectus  and in this  Statement  of  Additional  Information,  the  term
"majority",  when referring to the approvals to be obtained from shareholders in
connection  with  general  matters   affecting  the  Funds  and  all  additional
portfolios  (e.g.,  election of directors),  means the vote of the lesser of (i)
67% of the Corporation's  shares represented at a meeting if the holders of more
than 50% of the  outstanding  shares are present in person or by proxy,  or (ii)
more than 50% of the Corporation's outstanding shares. The term "majority", when
referring to the approvals to be obtained from  shareholders  in connection with
matters  affecting a single Fund or any other  single  portfolio  (e.g.,  annual
approval of investment  management  contracts),  means the vote of the lesser of
(i) 67% of the shares of the portfolio  represented  at a meeting if the holders
of more than 50% of the  outstanding  shares of the  portfolio  are  present  in
person or by  proxy,  or (ii)  more  than 50% of the  outstanding  shares of the
portfolio.

                                       65
<PAGE>

In the event of the liquidation or dissolution of the  Corporation,  shares of a
Fund are  entitled  to  receive  the assets  attributable  to that Fund that are
available for  distribution,  and a proportionate  distribution,  based upon the
relative net assets of the Funds,  of any general assets not  attributable  to a
Fund that are available for distribution.



ADDITIONAL INFORMATION

Other Information

          The CUSIP  number  of the  Class A shares of Global  Blue Chip Fund is
     487916 10 8.
          The CUSIP  number  of the  Class B shares of Global  Blue Chip Fund is
     48791660 3.
          The CUSIP  number  of the  Class C shares of Global  Blue Chip Fund is
     487916 70 2.

          The CUSIP number of the Class A shares of Emerging Markets Growth Fund
     is 487916 40 5.
          The CUSIP number of the Class B shares of Emerging Markets Growth Fund
     is 487916 85 0.
          The CUSIP number of the Class C shares of Emerging Markets Growth Fund
     is 487916 84 3.

          The CUSIP number of the Class A shares of Latin America Fund is 487916
     50 4.
          The CUSIP number of the Class B shares of Latin America Fund is 487916
     83 5.
          The CUSIP number of the Class C shares of Latin America Fund is 487916
     82 7.

          Each Fund has a fiscal year ending October 31.

Many of the investment  changes in a Fund will be made at prices  different from
those  prevailing  at the time  they may be  reflected  in a  regular  report to
shareholders of a Fund. These  transactions  will reflect  investment  decisions
made by the Adviser in light of a Fund's investment objectives and policies, its
other portfolio holdings and tax considerations,  and should not be construed as
recommendations for similar action by other investors.

Costs of $15,000  incurred by each Fund, in conjunction  with its  organization,
are amortized over the five year period beginning December 31, 1997.

Portfolio  securities of each Fund are held  separately  pursuant to a custodian
agreement, by the Fund's custodian, Brown Brothers Harriman & Co.

The law firm of Dechert Price & Rhoads is counsel to the Funds.

The Funds' prospectus and this Statement of Additional  Information omit certain
information contained in the Registration Statement and its amendments which the
Funds have filed with the SEC under the  Securities Act of 1933 and reference is
hereby made to the Registration  Statement for further  information with respect
to each Fund and the securities offered hereby.  The Registration  Statement and
its  amendments,  are  available  for  inspection  by the  public  at the SEC in
Washington, D.C.

FINANCIAL STATEMENTS

The  financial  statements,  including the  investment  portfolios of each Fund,
together with the Report of Independent  Accountants,  financial  highlights and
notes to financial statements in each Fund's Annual Report to Shareholders dated
October 31, 1999, are incorporated  herein by reference and are hereby deemed to
be a part of this Statement of Additional Information.


                                       66
<PAGE>



APPENDIX -- RATINGS OF FIXED INCOME INVESTMENTS


                 Standard & Poor's Ratings Services Bond Ratings


AAA.  Debt  rated AAA has the  highest  rating  assigned  by  Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA. Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.

A. Debt  rated A has a strong  capacity  to pay  interest  and  repay  principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB.  Debt rated BBB is regarded as having an adequate  capacity to pay interest
and  repay  principal.   Whereas  it  normally  exhibits   adequate   protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.

BB, B, CCC, CC, C. Debt rated BB, B, CCC, CC and C is regarded,  on balance,  as
predominantly  speculative  with  respect to capacity to pay  interest and repay
principal in  accordance  with the terms of the  obligation.  BB  indicates  the
lowest degree of speculation and C the highest degree of speculation. While such
debt will likely have some  quality and  protective  characteristics,  these are
outweighed by large uncertainties or major risk exposures to adverse conditions.

CI. The rating CI is  reserved  for income  bonds on which no  interest is being
paid.

D. Debt rated D is in  default,  and  payment of interest  and/or  repayment  of
principal is in arrears.

                  Moody's Investors Service, Inc. Bond Ratings

Aaa. Bonds which are rated Aaa are judged to be of the best quality.  They carry
the  smallest  degree  of  investment  risk  and are  generally  referred  to as
"gilt-edge."  Interest  payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change,  such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa. Bonds which are rated Aa are judged to be of high quality by all  standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater  amplitude or there may be other  elements  present which make
the long term risks appear somewhat larger than in Aaa securities.

A. Bonds which are rated A possess many favorable investment  attributes and are
to be considered as upper medium grade  obligations.  Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa. Bonds which are rated Baa are considered as medium grade obligations, i.e.,
they are neither  highly  protected nor poorly  secured.  Interest  payments and
principal  security  appear  adequate  for the present  but  certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

Ba.  Bonds  which are rated Ba are judged to have  speculative  elements;  their
future cannot be considered  as well assured.  Often the  protection of interest
and  principal  payments may be very  moderate and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

B. Bonds  which are rated B  generally  lack  characteristics  of the  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Caa.  Bonds  which are rated Caa are of poor  standing.  Such  issues  may be in
default or there may be present  elements of danger with respect to principal or
interest.

Ca. Bonds which are rated Ca represent  obligations  which are  speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

                                       67
<PAGE>

C.  Bonds  which are rated C are the lowest  rated  class of bonds and issues so
rated can be regarded as having  extremely  poor prospects of ever attaining any
real investment standing.

                                       68

<PAGE>


                                       69


<PAGE>


                          Kemper Global Blue Chip Fund
                       Kemper Emerging Markets Growth Fund
                            Kemper Latin America Fund
                Supplement to Statement of Additional Information
                               Dated March 1, 2000


The following text supplements the section entitled  "Purchase of Shares" in the
currently effective Statement of Additional Information:

From January 1, 2000 to April 30, 2000  ("Special  Offering  Period"),  KDI, the
principal  underwriter,  intends to reallow to certain firms the full applicable
sales  charge  with  respect  to  Class A  shares  purchased  for  self-directed
Individual  Retirement  Accounts ("IRA  accounts")  during the Special  Offering
Period (not including Class A shares acquired at net asset value).  IRA accounts
include  Traditional,  Roth and Education IRAs, Savings Incentive Match Plan for
Employees of Small  Employers  ("SIMPLE") IRA accounts and  Simplified  Employee
Pension Plan ("SEP") IRA accounts. Firms entitled to the full reallowance during
the Special  Offering Period are those firms which allow KDI to participate in a
special  promotion of  self-directed  IRA accounts,  with other fund  complexes,
sponsored by the firms during the Special Offering Period.





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