KEMPER PORTFOLIOS
N-30D, 1995-10-11
Previous: KEMPER PORTFOLIOS, N-30D, 1995-10-11
Next: GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND INC, N-30D, 1995-10-11



<PAGE>   1
                           KEMPER U.S. MORTGAGE FUND


                                     ANNUAL REPORT TO SHAREHOLDERS
                                     FOR THE YEAR ENDED JULY 31, 1995

                                                                  
OFFERING INVESTORS THE OPPORTUNITY FOR MAXIMUM CURRENT RETURN FROM U.S.
GOVERNMENT SECURITIES


                           "...The fund outperformed
                         the average of its peers from
                           December through February
                            ... as we anticipated an
                             economic slowdown and
                         acted earlier than others..."


[KEMPER MUTUAL FUNDS LOGO]
<PAGE>   2
================================================================================
                               TABLE OF CONTNETS

<TABLE>
                     <S>                                 <C>
                     General Economic Review              3

                     Performance Update                   5

                     Terms to Know                        8

                     Portfolio Statistics                 9

                     Portfolio of Investments            10

                     Report from Independent Auditors    11

                     Financial Statements                12

                     Notes to Financial Statements       14

                     Financial Highlights                18
</TABLE>

================================================================================
AT A GLANCE

Kemper U.S. Mortgage Fund Total Returns for the year ended July 31, 1995
(unadjusted for any sales charge):

<TABLE>
<S>                                     <C>
CLASS A                                 9.48%
CLASS B                                 8.44%
CLASS C                                 8.85%
LIPPER U.S. MORTGAGE FUND AVERAGE**     8.48%
</TABLE>

NET ASSET VALUE

<TABLE>
<CAPTION>
                                                  AS OF                   AS OF
                                                 7/31/95                 7/31/94
- --------------------------------------------------------------------------------
<S>                                              <C>                     <C>
KEMPER U.S. MORTGAGE FUND CLASS A                 $7.06                   $6.96
- --------------------------------------------------------------------------------
KEMPER U.S. MORTGAGE FUND CLASS B                 $7.05                   $6.96
- --------------------------------------------------------------------------------
KEMPER U.S. MORTGAGE FUND CLASS C                 $7.05                   $6.95
- --------------------------------------------------------------------------------
</TABLE>

KEMPER U.S. MORTGAGE FUND LIPPER RANKINGS

Compared to all other funds in the Lipper U.S. Mortgage Funds category**

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                       CLASS A                CLASS B                CLASS C
- --------------------------------------------------------------------------------
<S>                <C>                    <C>                    <C>
1-YEAR             #10 OF 60 FUNDS        #29 OF 60 FUNDS        #24 OF 60 FUNDS
- --------------------------------------------------------------------------------
5-YEAR                   N/A              #14 OF 20 FUNDS              N/A
- --------------------------------------------------------------------------------
10-YEAR                  N/A              #11 OF 11 FUNDS              N/A
- --------------------------------------------------------------------------------
</TABLE>

**Lipper Analytical Services, Inc. rankings are based upon changes in net asset
value with all dividends reinvested and do not include the effect of sales
charges and, if they had, results may have been less favorable. Rankings are
historical and do not reflect future performance.

DIVIDEND REVIEW

The following table shows per share dividend and yield information for the fund
as of July 31, 1995

<TABLE>
<CAPTION>
                                        CLASS A         CLASS B          CLASS C
- --------------------------------------------------------------------------------
<S>                                     <C>             <C>              <C>
1 YEAR INCOME:                          $0.5248         $0.4686          $0.4719
- --------------------------------------------------------------------------------
JULY DIVIDEND:                          $0.0440         $0.0389          $0.0393
- --------------------------------------------------------------------------------
ANNUALIZED DISTRIBUTION RATE+:            7.48%           6.62%            6.69%
- --------------------------------------------------------------------------------
SEC YIELD+:                               6.13%           5.28%            5.27%
- --------------------------------------------------------------------------------
</TABLE>

+Current annualized distribution rate is the latest monthly dividend shown as an
annualized percentage of net asset value on July 31, 1995. Distribution rate
simply measures the level of dividends and is not a complete measure of
performance. The SEC yield is net investment income per share earned over the
month ended July 31, 1995, shown as an annualized percentage of the maximum
offering price on that date. The SEC yield is computed in accordance with a
standardized method prescribed by the Securities and Exchange Commission.

================================================================================
ABOUT YOUR REPORT

SHAREHOLDER REPORTS REVISED

Your fund's annual report is one of your best sources for tracking the progress
of your investment. This report includes several changes that have been made in
an effort to provide additional information to you as well as explain
significant changes to the fund over the last fiscal year. In addition, the
performance update includes commentary from your fund's portfolio manager or
management team on what might be expected in the coming months. Specifically,
your report now includes:

- -    Terms you'd need to know related to your fund
- -    A look at your fund's portfolio composition and how it has changed
- -    The years to maturity and the duration of the fund's underlying
     investments.

     If you have any comments about the revised format or if you have
suggestions for additional changes, please write to:

     Kemper Mutual Funds
     Shareholder Communications
     120 South LaSalle Street
     Chicago, IL 60603
<PAGE>   3
================================================================================
                                                         GENERAL ECONOMIC REVIEW

[PHOTO OF STEPHEN B. TIMBERS IN UPPER RIGHT-HAND CORNER]

Stephen B. Timbers is both Chief Executive and Chief Investment Officer of
Kemper Financial Services, Inc. (KFS). KFS and its affiliates manage
approximately $60 billion in assets, including $42 billion in retail mutual
funds. Timbers is a graduate of Yale University and holds an M.B.A. from Harvard
University.

DEAR SHAREHOLDER,

Investors enjoyed generally positive performance in both the fixed income and
stock markets in the first several months of 1995. At this point in the year,
the returns of most leading securities markets are significantly higher than
they were at the same time in 1994.

     This is an excellent environment for financial assets. After several
quarters of robust growth, the United States economy seems to be slowing down at
a comfortable pace.

     Through a series of interest rate adjustments, the Federal Reserve Board
has played a critical role in controlling the pace of economic growth. Its most
recent adjustment was in July when the Fed acknowledged that economic growth had
slowed so much that a recession was a threat. In response, the Federal Reserve
eased short-term interest rates by a small but symbolic 25 basis points. This
action was significant because, since February 1994, the Fed had been raising
interest rates to slow down what was considered high enough growth to rekindle
troublesome inflation.

     After the interest rate cut, the government announced that the real gross
domestic product (GDP) -- the value of goods and services produced in the United
States -- grew at a 1.1% annual rate in the second quarter. This was a revised
number, representing more than twice the growth that was originally reported,
and it virtually assured that the economy was not in jeopardy of recession. At
the same time, economic growth at that level did not require an immediate
response, in the form of additional rate cuts, from the Fed.

     The absence of inflation is also very encouraging. Although we are well
along in the economic cycle and at a point when prices often start hiking up,
price increases are modest. In fact, plunging energy prices during the summer
offset slight increases in food prices. Consumer prices through July 1995 rose
at an annual rate of 3.1% -- higher than last year but still not a concern, and
the GDP deflator is running at only about 2%.

     We anticipate 2% to 3% real GDP growth for the next few quarters, with the
momentum likely to come from housing and foreign trade. Will the Federal Reserve
Board adjust interest rates again? Additional action by the Fed at least once
more in 1995 would not surprise us.

MARKET OUTLOOK

Slow growth and low inflation is the optimal combination for investors in the
fixed income markets, and we expect them to continue to perform well.

     We believe that the opportunities for common stock investors will be
increasingly concentrated in higher quality investments. After hitting new highs
and showing considerable strength for most of the year, the stock market showed
some vulnerability when it took a tumble in July. The market recovered after a
brief period and has started to move up again. But such a sudden, severe
mini-correction served to remind investors that the current bull market will
inevitably come to an end someday and that some sectors may even be overextended
today.

   As we view the remainder of the year, companies cannot necessarily count on
the economy to provide above-average earnings support. Rather, stocks that have
proven themselves with a pattern of consistent earnings are likely to attract
investor support. Specifically, sectors that produce more consistent earnings,
such as health care, consumer nondurables, selected technology and selected
capital goods can be expected to do well. Picking the right sectors to invest in
will be the key challenge for equity investors during the next few quarters.

   International  investing  continues to be quite complex.  After sinking to
its post-World War II low in April, the value of the U.S. dollar is gaining
strength against most foreign currencies. While a
 
                                                                               3
<PAGE>   4
================================================================================

- --------------------------------------------------------------------------------
ECONOMIC GUIDEPOSTS

Economic activity is a key influence on investment performance and shareholder
decision-making. Periods of recession or boom, inflation or deflation, credit
expansion or credit crunch have a significant impact on mutual fund performance.

     The following are some significant economic guideposts and their investment
rationale that may help your investment decision-making. The 10-year Treasury
rate and the prime rate are prevailing interest rates. The other data report
year-to-year percentage changes.

<TABLE>
<CAPTION>
                        NOW (7/31/95)   6 MONTHS AGO   1 YEAR AGO    2 YEARS AGO
- --------------------------------------------------------------------------------
<S>                     <C>             <C>            <C>           <C>
10-YEAR TREASURY RATE (1)    6.28%          7.47%         7.24%          5.68%
- --------------------------------------------------------------------------------
PRIME RATE (2)               8.80           9.00          7.51           6.00
- --------------------------------------------------------------------------------
INFLATION RATE (3)           2.90           2.86          2.90           2.84
- --------------------------------------------------------------------------------
THE U.S. DOLLAR (4)         (7.04)         (5.54)        (2.61)          7.61
- --------------------------------------------------------------------------------
CAPITAL GOODS ORDERS (5)     7.08          15.06         21.72          16.98
- --------------------------------------------------------------------------------
INDUSTRIAL PRODUCTION (6)    2.60           5.60          6.18           3.87
- --------------------------------------------------------------------------------
EMPLOYMENT GROWTH (7)        2.09           3.15          3.17           2.09
- --------------------------------------------------------------------------------
</TABLE>


(1)  Falling interest rates in recent years have been a big plus for financial
     assets.
(2)  The interest rate that commercial lenders charge their best borrowers.
(3)  Inflation reduces an investor's real return. In the last five years,
     inflation has been as high as 6%. The low, moderate inflation of the last
     few years has meant high real returns.
(4)  Changes in the exchange value of the dollar impact U.S. exporters and the
     value of U.S. firms' foreign profits.
(5)  These influence corporate profits and equity performance.
(6)  An influence on corporate profits and equity performance.
(7)  An influence on family income and retail sales.

Source: Economics Department, Kemper Financial Services, Inc.
- --------------------------------------------------------------------------------

stronger dollar favors the U.S. economy because it reduces the cost of American
imports and attracts foreign capital, a strong dollar in relation to a local
currency has the effect of devaluing a foreign investment. The value of the
dollar and the attractiveness of U.S. investments to foreign investors will be
key factors in the next few months.

     We are in the midst of a global recovery, and the same fundamentals that
have driven markets higher in the U.S. can be found in many foreign countries
currently. However, leading international economies continue to lag the U.S.
Japan and Germany, whose economies typically follow U.S. growth, are not as
robust as in past cycles. Moreover, conditions in emerging market countries
underline the importance of careful research and experience in understanding how
these markets work.

     Political leadership also has some bearing on the progress of the economy
and the state of the financial markets. In the months preceding a presidential
election year, it has been common for incumbents to attempt to stimulate growth.
Given our Republican Congress and Democratic President, however, we do not
consider this as likely this time.

     With the rest of the country, we are closely following political
initiatives to produce a balanced federal budget. This is a political wild card,
but we would expect both the stock and fixed-income markets to react with
enthusiasm if progress can be made.

     With that as an economic backdrop, we encourage you to read the following
detailed report of your fund, including a question-and-answer interview with
your fund's portfolio manager. Thank you for your continued support. We
appreciate the opportunity to serve your investment needs.

Sincerely,

/s/ STEPHEN B. TIMBERS
- --------------------------------------
Stephen B. Timbers
Chief Investment and Executive Officer
September 11, 1995

                                                                                
4
<PAGE>   5
================================================================================
                                                              PERFORMANCE UPDATE

[PHOTO OF PAUL SLOAN IN UPPER RIGHT-HAND CORNER]

Paul Sloan joined Kemper Financial Services, Inc. (KFS) in April 1995 and is
Senior Vice President of KFS and Portfolio Manager of Kemper U.S. Mortgage Fund.
Sloan comes to Kemper from Woodbridge Capital Management, the investment
management subsidiary of Comerica, Inc., where he was the director of
institutional portfolio management. Sloan graduated from the University of
Detroit and earned his master's of business administration degree from Wayne
State University.

KEMPER U.S. MORTGAGE FUND PORTFOLIO MANAGER PAUL SLOAN EXPLAINS HOW HE USED
TREASURY INVESTMENTS TO BOOST THE FUND'S PERFORMANCE DURING A YEAR THAT OPENED
AMIDST A TURBULENT BOND MARKET AND ENDED IN AN ENVIRONMENT OF DECLINING INTEREST
RATES AND LOW INFLATION.

Q    We are reporting on a fiscal year -- from August 1, 1994, to July 31, 1995
- -- when we saw both rising and falling interest rates. What kinds of adjustments
were made to the portfolio as rates continued to rise and then reversed
direction?

A    Essentially, we altered durations and the level of our investment in
mortgages as rates fluctuated and our economic outlook changed. Let's look at
what happened in detail. At the end of October 1994, 84 percent of the portfolio
was invested in mortgages and the portfolio had a relatively short duration of
3.4 years. This is considered a defensive position, which was appropriate
because the economy was expanding rapidly and interest rates were rising. The
shorter a fund's duration -- and remember that duration is a measurement of a
portfolio's sensitivity to interest rates -- the lower its sensitivity to
interest rate changes. Our short-duration stance helped reduce the decline in
prices that resulted as interest rates rose.

     In December, we became optimistic that economic growth was beginning to
wane and increased the fund's duration to 5.2 years. We purchased 30-year
Government National Mortgage Association (GNMA) mortgage-backed securities,
which are longer-duration assets that tend to outperform when interest rates
decline.

     The fund outperformed the average of its peers from December through
February as a result of this strategy, in which we anticipated an economic
slowdown and acted earlier than others. It also positioned the fund to further
benefit from the bond rally that occurred as rates dropped from March through
May. During this rally, we maintained our longer-duration and sold mortgages to
buy Treasuries. Treasuries outperformed throughout the spring as the market
continued to rally, again enabling us to provide positive returns.

     In June we began to move out of Treasuries and increased our mortgage
holdings by the beginning of July. The shift was prompted by the relative
under-performance of mortgages compared to Treasuries, and our expectation that
mortgages would begin to outperform if interest rates stabilized. At this time
the price of mortgages had dropped to a point where the risk and reward of
owning them versus Treasuries was extremely attractive.

Q    The fund's fiscal year includes five months of 1994, one of the worst years
in the history of the bond market. Yet, the bond market


                                                                               5
<PAGE>   6
================================================================================

more than recovered in the first several months of 1995. What, if anything, did
you learn from these two periods?

A    It's true that this has been a period of extremes. The rising rate scenario
of 1994 enabled us to raise the fund's dividend in September 1994. Yet falling
interest rates this year, combined with the Federal Reserve Board's rate cut in
July, forced us to announce a modest dividend cut in August.

     More than anything, perhaps, the last 12 months have demonstrated the
importance of being flexible. For example, this spring's market rally convinced
us that we must be willing to shift funds out of mortgages and into Treasuries.
Previously, our instinct may have been to remain with the higher-yielding
mortgages, but in a rallying market Treasuries outperform mortgages. In fact, at
the height of the rally in May, our mortgage holdings were at their lowest
- -- representing 85 percent of the portfolio -- and Treasuries represented 13
percent. This shift to Treasuries contributed to the fund's superior May
performance. Treasuries' lower interest rates impaired our ability to earn a
higher rate of interest income but we are managing the fund with a focus on
overall total return.

Q    As volatile as the last year has been, shareholders seek consistent fund
performance nonetheless. What can be done to improve consistency?

A    In fact, our goal is to produce more consistent performance, and that's
something we're pursuing in several ways. In the last year we restructured the
fund's investments. Specifically, we have favored Treasuries and 30-year
mortgage-backed securities over 15-year mortgages and structured products such
as collateralized mortgage obligations. This streamlined portfolio has helped


SEVERAL MARKET FORCES INFLUENCED INVESTORS IN U.S. GOVERNMENT SECURITIES FROM
AUGUST 1994 THROUGH JULY 1995

A. ECONOMIC GROWTH HALTED...

Economic growth, as measured by quarterly changes in the U.S. economy's gross
domestic product (GDP), was robust throughout 1994 but fell dramatically by
mid-1995.

<TABLE>
<S>                                                   <C>
3Q94                                                  4.0%
4Q94                                                  5.1
1Q95                                                  2.7
2Q95                                                  1.1
</TABLE>

Source: The Wall Street Journal and Barrons

B.  IN RESPONSE TO RISING SHORT-TERM INTEREST RATES...

The Federal Reserve Board continued its series of interest rate hikes until
early July 1995, when it announced a modest interest rate cut. This bar graph
tracks the Fed's changes to the federal funds rate (the interest rate that banks
charge each other for overnight loans), which is a measure of short-term
interest rates.

<TABLE>
<S>                                                   <C>
START OF FISCAL YEAR
8/18                                                  4.75%
11/15                                                 5.50
2/1                                                   6.00
7/6/95                                                5.75
</TABLE>

Source: Investment Company Institute (ICI) Mutual Fund 1995 Fact Book and The
Wall Street Journal

C.  BUT INFLATION POSED NO THREAT...

Despite worries that the strong growth in 1994 would result in increased price
inflation, the Consumer Price Index (CPI) was never a concern during the period.
This graph illustrates the quarterly percentage change in the rate of inflation
as measured by CPI.

<TABLE>
<S>                                                   <C>
3Q94                                                  .8%
4Q94                                                  .5
1Q95                                                  .8
2Q95                                                  .9
</TABLE>

Source: Towers Data System


6
<PAGE>   7
================================================================================

us weather periods of market volatility with greater ease and flexibility.

   Further, we have become more willing to make investment shifts as necessary
to attain maximum performance in a given economic environment. We are willing to
adjust any performance characteristic of the fund -- whether it is the
composition of coupons, the fund's duration or its asset allocation structure --
to help enhance our investors' total rate of return.

Q    What's your outlook for the next few months?

A    We are undaunted in our belief that the economy is growing, but at a pace
slow enough to allow for further interest rate cuts. In July we trimmed our
duration slightly -- to 5.42 years -- because of the magnitude of the interest
rate decline year-to-date. We believe rates will trend lower in the months
ahead, but not decline as dramatically as they did in the first six months of
1995.

Q    What could threaten your outlook -- and result in an adjustment of your
portfolio management strategy?

A    Our risks are fairly obvious. If the economy takes off like a rocket, for
example, our interest rate outlook will be wrong, and we'd have to readjust. But
we don't see that happening. We expect a slow-growth, low-inflation environment,
which is positive for government securities and should be good for investors in
the fund.

AVERAGE ANNUAL TOTAL RETURNS*

For periods ended July 31, 1995 (adjusted for the maximum sales charge)

<TABLE>
<CAPTION>
                             1-YEAR  5-YEAR  10-YEAR  LIFE OF CLASS
=====================================================================================
<S>                          <C>     <C>     <C>      <C>            <C>
KEMPER U.S. MORTGAGE FUND A   4.52%    N/A     N/A        3.79%      (SINCE 1/10/92)
- -------------------------------------------------------------------------------------
KEMPER U.S. MORTGAGE FUND B   5.44    7.07%   7.41%       7.25       (SINCE 10/26/84)
- -------------------------------------------------------------------------------------
KEMPER U.S. MORTGAGE FUND C   8.65     N/A      --        7.78       (SINCE 5/31/94)
- -------------------------------------------------------------------------------------
</TABLE>

Past performance is not predictive of future performance. Returns and net asset
value fluctuate. Shares are redeemable at current net asset value, which may be
more or less than original cost.

*  Average annual total return measures net investment income and capital gain
   or loss from portfolio investments, assuming reinvestment of all dividends
   and for A shares adjustment for the maximum sales charge 4.5% and for B
   shares adjustment for the applicable contingent deferred sales charge as
   follows: 1-year, 3%; 5-year, 1%; since inception, 0%. During the periods
   noted, securities prices fluctuated. For additional information, see the
   Prospectus and Statement of Additional Information and the Financial
   Highlights at the end of this report.

GROWTH OF AN ASSUMED $10,000 INVESTMENT IN KEMPER U.S. MORTGAGE FUND CLASS A
FROM 1/10/92 TO 7/31/95

<TABLE>
<CAPTION>
                                      1/10/92  12/31/92  12/31/93  12/31/94  7/31/95
====================================================================================
<S>                                   <C>      <C>       <C>       <C>       <C>
KEMPER U.S. MORTGAGE FUND CLASS A(1)   10,000    9,938    10,673    10,274    11,415
- ------------------------------------------------------------------------------------
SALOMON BROTHERS GNMA INDEX +          10,000   10,579    11,407    11,243    12,583
- ------------------------------------------------------------------------------------
CONSUMER PRICE INDEX ++                10,000   10,250    10,540    10,825    11,059
- ------------------------------------------------------------------------------------
</TABLE>

(1)Performance includes reinvestment of dividends and adjustment for the
   applicable sales charge in effect at the end of the period. In comparing the
   Kemper U.S. Mortgage Fund performance to Salomon Brothers 30-Year GMNA Index,
   you should also note that the fund's performance reflects the maximum sales
   charge, while no such charges are reflected in the performance of the index.

+  The Salomon Brothers 30-Year GNMA Index, an unmanaged index, is based on
   total return with all dividends reinvested and is comprised of GNMA 30-year
   pass throughs of single family and graduated payment mortgages. In order for
   a GNMA coupon to be included in the index, it must have at least $200 million
   of outstanding coupon product. Source is Salomon Brothers Inc.

++ The Consumer Price Index is a statistical measure of change, over time, in
   the prices of goods and services in major expenditure groups for all urban
   consumers. It is generally considered to be a measure of inflation. Source is
   Towers Data Systems.

 
                                                                               7
<PAGE>   8
================================================================================
GROWTH OF AN ASSUMED $10,000 INVESTMENT IN KEMPER U.S. MORTGAGE FUND CLASS B
FROM 10/26/84 TO 7/31/95

<TABLE>
<CAPTION>
                                      10/28/84  12/31/87  12/31/90  12/31/93  7/31/95
=====================================================================================
<S>                                   <C>       <C>       <C>       <C>       <C>
KEMPER U.S. MORTGAGE FUND CLASS B(1)   10,000    12,380    14,667    19,202    21,249
- -------------------------------------------------------------------------------------
SALOMON BROTHERS GNMA INDEX +          10,000    14,805    19,301    26,713    29,983
- -------------------------------------------------------------------------------------
CONSUMER PRICE INDEX ++                10,000    10,494    11,975    13,476    14,482
- -------------------------------------------------------------------------------------
</TABLE>

GROWTH OF AN ASSUMED $10,000 INVESTMENT IN KEMPER U.S. MORTGAGE FUND CLASS C
FROM 5/31/94 TO 7/31/95

<TABLE>
<CAPTION>
                                       5/31/94       12/31/94       7/31/95
================================================================================
<S>                                    <C>           <C>            <C>
KEMPER U.S. MORTGAGE FUND CLASS C(1)    10,000         9,910         10,916
- --------------------------------------------------------------------------------
SALOMON BROTHERS GNMA INDEX +           10,000        10,091         11,208
- --------------------------------------------------------------------------------
CONSUMER PRICE INDEX ++                 10,000        10,149         10,339
- --------------------------------------------------------------------------------
</TABLE>

================================================================================
TERMS TO KNOW

ASSET ALLOCATION - Asset allocation is the assignment of investments in a fund
to different asset classes such as U.S. Treasuries, mortgages or cash or cash
equivalents.

DURATION - Duration is a measure of the interest rate sensitivity of a
fixed-income portfolio incorporating time to maturity and coupon size. The
larger the duration number, the greater the interest rate risk.

TOTAL RETURN - A fund's total return figure measures both the net investment
income and any realized and unrealized appreciation or depreciation of the
underlying investments in its portfolio for the period, assuming the
reinvestment of all dividends. It represents the aggregate percentage or dollar
value change over the period.

YIELD - A fund's yield is a measure of the net investment income per share
earned over a specific one month or 30-day period expressed as a percentage of
the maximum offering price of the fund's shares at the end of the period.



8
<PAGE>   9
================================================================================
                                                            PORTFOLIO STATISTICS


THE FUND'S PORTFOLIO COMPOSITION

<TABLE>
<CAPTION>
                                       ON 7/31/95                ON 7/31/94
================================================================================
<S>                                    <C>                       <C>
MORTGAGE-BACKED GNMA                       96%                       64%
- --------------------------------------------------------------------------------
FNMA/FHLMC                                 --                        33
- --------------------------------------------------------------------------------
LONG-TERM GOVERNMENT SECURITIES             4                        --
- --------------------------------------------------------------------------------
CASH AND EQUIVALENTS
  (PRIMARILY SHORT-TERM TREASURIES)        --                         3
================================================================================
                                          100%                      100%
</TABLE>

YEARS TO MATURITY
As a percentage of the portfolio

<TABLE>
<CAPTION>
                                       ON 7/31/95                ON 7/31/94
================================================================================
<S>                                    <C>                       <C>
LESS THAN 3 YEARS                           11%                      18%
- --------------------------------------------------------------------------------
4-10 YEARS                                   1                        0
- --------------------------------------------------------------------------------
10-20 YEARS                                 85                       54
- --------------------------------------------------------------------------------
+20 YEARS                                    3                       28
================================================================================
                                           100%                     100%
</TABLE>

DURATION

<TABLE>
<CAPTION>
                                       ON 7/31/95                ON 7/31/94
================================================================================
<S>                                    <C>                       <C>
DURATION                               5.42 YEARS                3.65 YEARS
- --------------------------------------------------------------------------------
</TABLE>


                                                                               9
<PAGE>   10
================================================================================
PORTFOLIO OF INVESTMENTS

KEMPER U.S. MORTGAGE FUND
Portfolio of Investments at July 31, 1995
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                   COUPON                     PRINCIPAL
U.S. GOVERNMENT OBLIGATIONS                TYPE                     RATE         MATURITY      AMOUNT      VALUE
===================================================================================================================
<S>                                        <C>                   <C>             <C>          <C>        <C>
Government National                        Pass-through
Mortgage Association -- 95.6%              Certificates             6.50%        2023-2025    $522,677   $  496,216
(Cost: $3,289,947)                                                  7.00         2022-2025     939,378      916,546
                                                                    7.50         2007-2025     914,371      913,964
                                                                    8.00         2016-2025     628,586      641,142
                                                                    8.50         2016-2025     229,865      237,760
                                                                    9.00         2008-2023      74,328       77,998
                                                                    9.50         2009-2023      62,902       66,774
                                                                   10.00         2016-2021       8,778        9,554
                                                                   10.50         2019-2021      11,204       12,289
                                                                   11.00              2019         507          555
                                           ========================================================================
                                                                                                          3,372,798

- -------------------------------------------------------------------------------------------------------------------
U.S. TREASURY SECURITIES -- 16.2%          Notes                   10.50              1995      86,000       86,148
(Cost: $585,949)                                                 9.25-9.375           1996     223,000      228,127
                                                                    6.125             1998     131,000      131,450
                                                                    7.25              2004      21,000       22,106
                                           Bonds                    7.25              2022     100,000      104,000
                                           ========================================================================
                                                                                                            571,831

- -------------------------------------------------------------------------------------------------------------------
FEDERAL NATIONAL                           Pass-through
MORTGAGE ASSOCIATION --.4%                 Certificates          8.00-11.50      2016-2024      15,385       15,728
(Cost: $15,105)
                                           ========================================================================
                                           TOTAL U.S. GOVERNMENT OBLIGATIONS--112.2%                      3,960,357
                                           (Cost: $3,891,001)
                                           ========================================================================

- -------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS -- 11.5%             Collateralized by Federal Home Loan Mortgage Corporation, Federal National
(Cost: $404,000)                           Mortgage Association and Government National Mortgage Association securities
                                           Yield 5.80%-5.93%, Dated July 1995, Due August 1995

                                           Nikko Securities                                   $304,000   $  304,000
                                           (held at The Bank of New York)

                                           Nomura                                              100,000      100,000
                                           (held at The Bank of New York)
                                           ========================================================================
                                                                                                            404,000

- -------------------------------------------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS --                Yield-5.75% to 5.80%
1.9%                                       Due-August and September 1995
(Cost: $65,739)                            Federal National Mortgage Association                36,000       35,746
                                           Western Financial Services                           30,000       30,000
                                           ========================================================================
                                                                                                             65,746
                                           ========================================================================
                                           TOTAL INVESTMENTS--125.6%
                                           (COST: $4,360,740)                                             4,430,103
                                           ========================================================================
                                           LIABILITIES, LESS CASH
                                           AND OTHER ASSETS--(25.6%)                                       (901,774)
                                           ========================================================================
                                           NET ASSETS--100%                                              $3,528,329
                                           ========================================================================
</TABLE>

                See accompanying Notes to Financial Statements.

NOTES TO PORTFOLIO OF INVESTMENTS

Based on the cost of investments of $4,360,740,000 for federal income tax
purposes at July 31, 1995, the aggregate gross unrealized appreciation was
$110,132,000, the aggregate gross unrealized depreciation was $40,769,000 and
the net unrealized appreciation of investments was $69,363,000.


10
<PAGE>   11
                                                  
================================================================================
                                                  REPORT OF INDEPENDENT AUDITORS

THE BOARD OF TRUSTEES AND SHAREHOLDERS KEMPER U.S. MORTGAGE FUND

      We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of the Kemper U.S. Mortgage Fund, a
series of Kemper Portfolios, as of July 31, 1995, and the related statements of
operations for the year then ended and changes in net assets for each of the two
years in the period then ended and the financial highlights for each of the
fiscal periods since 1991. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.

      We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned as of July
31, 1995, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

      In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Kemper U.S. Mortgage Fund at July 31, 1995, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the fiscal
periods since 1991, in conformity with generally accepted accounting principles.


                                                               ERNST & YOUNG LLP


Chicago, Illinois
September 15, 1995

  
                                                                              11
<PAGE>   12


================================================================================
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
July 31, 1995
(in thousands)

<TABLE>
<S>                                                            <C>        
ASSETS

Investments, excluding repurchase agreements, at value
(Cost: $3,956,740)                                             $ 4,026,103
- --------------------------------------------------------------------------
Repurchase agreements, at value
(Cost: $404,000)                                                   404,000
- --------------------------------------------------------------------------
Cash                                                                   187
- --------------------------------------------------------------------------
Receivable for:
  Fund shares sold                                                     796
- --------------------------------------------------------------------------
  Investments sold                                                  44,174
- --------------------------------------------------------------------------
  Interest                                                          34,553
- --------------------------------------------------------------------------
   TOTAL ASSETS                                                  4,509,813
==========================================================================
LIABILITIES AND NET ASSETS

 Payable for:
  Fund shares redeemed                                               4,327
- --------------------------------------------------------------------------
  Investments purchased                                            973,435
- --------------------------------------------------------------------------
  Management fee                                                     1,500
- --------------------------------------------------------------------------
  Distribution services fee                                            971
- --------------------------------------------------------------------------
  Administrative services fee                                          704
- --------------------------------------------------------------------------
  Custodian and transfer agent fees and related expenses               456
- --------------------------------------------------------------------------
  Other                                                                 91
- --------------------------------------------------------------------------
   Total liabilities                                               981,484
- --------------------------------------------------------------------------
NET ASSETS                                                     $ 3,528,329
==========================================================================
ANALYSIS OF NET ASSETS

Paid in capital                                                $ 4,636,195
- --------------------------------------------------------------------------
Accumulated undistributed net realized loss on investments      (1,241,421)
- --------------------------------------------------------------------------
Net unrealized appreciation on investments                          69,363
- --------------------------------------------------------------------------
Undistributed net investment income                                 64,192
- --------------------------------------------------------------------------
NET ASSETS APPLICABLE TO SHARES OUTSTANDING                    $ 3,528,329
==========================================================================
THE PRICING OF SHARES

CLASS A SHARES
  Net asset value and redemption price per share
  ($2,014,490,264 / 285,355,135 shares outstanding)                  $7.06
- --------------------------------------------------------------------------
  Maximum offering price per share
  (net asset value, plus 4.71% of net
  asset value or 4.50% of offering price)                            $7.39
==========================================================================
CLASS B SHARES
  Net asset value and redemption price
  (subject to contingent deferred sales charge) per share
  ($1,512,670,984 / 214,537,340 shares outstanding)                  $7.05
==========================================================================
CLASS C SHARES
  Net asset value and redemption price per share
  ($1,168,237 / 165,731 shares outstanding)                          $7.05
==========================================================================
</TABLE>

See accompanying Notes to Financial Statements.

12
<PAGE>   13

                                                            FINANCIAL STATEMENTS
================================================================================

STATEMENT OF OPERATIONS
Year ended July 31, 1995
(in thousands)

<TABLE>
<S>                                                              <C>       
- --------------------------------------------------------------------------
NET INVESTMENT INCOME
 Interest income
                                                                 $ 321,715
- --------------------------------------------------------------------------
 Expenses:
  Management fee                                                    18,595
- --------------------------------------------------------------------------
  Distribution services fee                                         13,274
- --------------------------------------------------------------------------
  Administrative services fees                                       8,822
- --------------------------------------------------------------------------
  Custodian and transfer agent fees and related expenses             6,550
- --------------------------------------------------------------------------
  Professional fees                                                     90
- --------------------------------------------------------------------------
  Reports to shareholders                                              704
- --------------------------------------------------------------------------
  Trustees' fees and other                                             221
- --------------------------------------------------------------------------
   Total expenses                                                   48,256
- --------------------------------------------------------------------------
NET INVESTMENT INCOME                                              273,459
- --------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized loss on sales of investments (including
  options purchased)                                               (108,790)
- --------------------------------------------------------------------------
  Net realized gain from futures transactions                        1,600
- --------------------------------------------------------------------------
   Net realized loss                                              (107,190)
- --------------------------------------------------------------------------
  Change in net unrealized depreciation on investments             138,533
- --------------------------------------------------------------------------
Net gain on investments                                             31,343
- --------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS              $304,802
- --------------------------------------------------------------------------
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
(in thousands)

<TABLE>
<CAPTION>
                                                         YEAR ENDED JULY 31,
                                                       1995              1994
- -------------------------------------------------------------------------------
<S>                                                <C>                  <C>    
OPERATIONS, DIVIDENDS AND CAPITAL ACTIVITY
  Net investment income                             $  273,459          326,261
- -------------------------------------------------------------------------------
  Net realized loss                                   (107,190)        (383,592)
- -------------------------------------------------------------------------------
  Change in net unrealized depreciation                138,533          (23,587)
- -------------------------------------------------------------------------------
Net increase (decrease) in net
assets resulting from operations                       304,802          (80,918)
- -------------------------------------------------------------------------------
Net equalization charges                               (12,882)         (17,926)
- -------------------------------------------------------------------------------
Distribution from net investment income               (267,996)        (325,917)
- -------------------------------------------------------------------------------
Net decrease from capital share transactions          (653,661)      (1,056,270)
- -------------------------------------------------------------------------------
TOTAL DECREASE IN NET ASSETS                          (629,737)      (1,481,031)
- -------------------------------------------------------------------------------
NET ASSETS
Beginning of year                                    4,158,066        5,639,097
END OF YEAR (INCLUDING UNDISTRIBUTED NET
INVESTMENT INCOME OF $64,192 FOR 1995
AND $63,437 FOR 1994)                               $3,528,329        4,158,066
- -------------------------------------------------------------------------------
</TABLE>

                                                                              13
<PAGE>   14
NOTES TO FINANCIAL STATEMENTS
================================================================================

- --------------------------------------------------------------------------------
1 DESCRIPTION OF THE FUND  Kemper U.S. Mortgage Fund is a separate series of
                           Kemper Portfolios, an open-end management investment
                           company organized as a business trust under the laws
                           of Massachusetts. The Fund currently offers three
                           classes of shares. Class A shares 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 issuance. Class C shares are sold without an
                           initial or a contingent deferred sales charge but are
                           subject to higher ongoing expenses than Class A
                           shares and do not convert into another class. The
                           Fund may offer, to a limited group of investors,
                           Class I shares (none sold through July 31, 1995)
                           which are not subject to initial or contingent
                           deferred sales charges and have lower ongoing
                           expenses than other classes. Each share represents an
                           identical interest in the investments of the Fund and
                           has the same rights.

- --------------------------------------------------------------------------------
2 SIGNIFICANT              INVESTMENT VALUATION. Investments are stated at
  ACCOUNTING POLICIES      value. Fixed income securities are valued by using
                           market quotations, or independent pricing services
                           that use prices provided by market makers or
                           estimates of market values obtained from yield data
                           relating to instruments or securities with similar
                           characteristics. Exchange traded fixed income options
                           are valued at the last sale price unless there is no
                           sale price, in which event prices provided by market
                           makers are used. Over-the-counter traded fixed income
                           options are valued based upon prices provided by
                           market makers. Financial futures and options thereon
                           are valued at the settlement price established each
                           day by the board of trade or exchange on which they
                           are traded. Other securities and assets are valued at
                           fair value as determined in good faith by the Board
                           of Trustees.

                           INVESTMENT TRANSACTIONS AND INVESTMENT INCOME.
                           Investment transactions are accounted for on the
                           trade date (date the order to buy or sell is
                           executed). Interest income is recorded on the accrual
                           basis and includes premium and discount amortization
                           of money market instruments and mortgage-backed
                           securities; it also includes original issue and
                           market discount amortization on long-term fixed
                           income securities. Realized gains and losses from
                           investment transactions are reported on an identified
                           cost basis. Realized and unrealized gains and losses
                           on financial futures and options are included in net
                           realized and unrealized gain (loss) on investments,
                           as appropriate.

                           The Fund may purchase securities with delivery or
                           payment to occur at a later date. At the time the
                           Fund enters into a commitment to purchase a security,
                           the transaction is recorded and the value of the
                           security is reflected in the net asset value. The
                           value of the security may vary with market
                           fluctuations. No interest accrues to the Fund until
                           payment takes place. At the time the Fund enters into
                           this type of transaction it is required to designate
                           certain assets equal to the value of the securities
                           purchased. At July 31, 1995 the Fund had $973,435,000
                           in purchase commitments outstanding (28% of net
                           assets), with a corresponding amount of assets
                           designated.

14
<PAGE>   15

                                                   Notes to Financial Statements
================================================================================

                           FUND SHARE VALUATION. Fund shares are sold and
                           redeemed on a continuous basis at net asset value
                           (plus an initial sales charge on most sales of Class
                           A shares). Proceeds payable on redemption of Class B
                           shares will be reduced by the amount of any
                           applicable contingent deferred sales charge. On each
                           day the New York Stock Exchange is open for trading,
                           the net asset value per share is determined as of the
                           earlier of 3:00 p.m. Chicago time or the close of the
                           Exchange. The net asset value per share is determined
                           separately for each class by dividing the Fund's net
                           assets attributable to that class by the number of
                           shares of the class outstanding.

                           FEDERAL INCOME TAXES AND DIVIDENDS TO SHAREHOLDERS.
                           The Fund has complied with the special provisions of
                           the Internal Revenue Code available to investment
                           companies and therefore no federal income tax
                           provision is required. The accumulated net realized
                           loss on sales of investments for federal income tax
                           purposes at July 31, 1995, amounting to approximately
                           $1,232,701,000, is available to offset future taxable
                           gains. If not applied, $362,036,000 of the loss
                           carryover expires by the period ended 1996, with the
                           remainder expiring through the period ended 2003.

                           Differences in dividends per share are due to
                           different class expenses. Dividends payable to its
                           shareholders are recorded by the Fund on the
                           ex-dividend date.

                           Distributions are determined in accordance with
                           income tax principles which may treat certain
                           transactions differently than generally accepted
                           accounting principles.

                           EQUALIZATION ACCOUNTING. A portion of proceeds from
                           sales and cost of redemptions of Fund shares is
                           credited or charged to undistributed net investment
                           income so that income per share available for
                           distribution is not affected by sales or redemptions
                           of shares.

                           REPURCHASE AGREEMENTS. Repurchase Agreements are
                           fully collateralized by U.S. Treasury or Government
                           agency securities. All collateral is held through the
                           Fund's custodian bank and is monitored daily by the
                           Fund so that its market value exceeds the carrying
                           value of the repurchase agreement.

- --------------------------------------------------------------------------------
3 TRANSACTIONS             MANAGEMENT AGREEMENT. The Fund has a management
  WITH AFFILIATES          agreement with Kemper Financial Services, Inc. (KFS)
                           and pays a management fee at an annual rate of .55%
                           of the first $250 million of average daily net assets
                           declining gradually to .40% of average daily net
                           assets in excess of $12.5 billion. The Fund incurred
                           a management fee of $18,595,000 for the year ended
                           July 31, 1995.

                           UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT. The
                           Fund has an underwriting and distribution services
                           agreement with Kemper Distributors, Inc. (KDI). As
                           principal underwriter for the Fund, KDI retained
                           commissions of $18,000 for the year ended July 31,
                           1995 for sales of

                                                                              15
<PAGE>   16

Notes to Financial Statements
================================================================================


                           Class A shares after allowing $160,000 as commissions
                           to firms, of which $25,000 was paid to firms
                           affiliated with KDI. For services under the
                           distribution services agreement, the Fund pays KDI a
                           fee of .75% of average daily net assets of the Class
                           B and Class C shares. Pursuant to the agreement, KDI
                           enters into related selling group agreements with
                           various firms that provide distribution services to
                           investors. KDI compensates these firms at various
                           rates for sales of Class B and Class C shares. During
                           the year ended July 31, 1995, the Fund incurred a
                           distribution services fee for Class B and Class C
                           shares of $13,274,000, and KDI paid $1,343,000 for
                           commissions and distribution fees to firms, including
                           $142,000 to firms affiliated with KDI. In addition,
                           KDI received $4,548,000 of contingent deferred sales
                           charges.

                           ADMINISTRATIVE SERVICES AGREEMENT. The Fund has an
                           administrative services agreement with KDI. For
                           providing information and administrative services to
                           shareholders, the Fund pays KDI a fee at an annual
                           rate of up to .25% of average daily net assets. KDI
                           in turn has various arrangements with financial
                           services firms that provide these services and pays
                           these firms based on assets of Fund accounts the
                           firms service. For the year ended July 31, 1995, the
                           Fund incurred an administrative services fee of
                           $8,822,000 and KDI paid $8,770,000 to firms,
                           including $1,113,000 that was paid to firms
                           affiliated with KDI.

                           CUSTODIAN AND TRANSFER AGENT AGREEMENTS. The Fund has
                           a custodian agreement and a transfer agent agreement
                           with Investors Fiduciary Trust Company (IFTC), which
                           was 50% owned by KFS until January 31, 1995, when KFS
                           completed the sale of IFTC to a third party. For the
                           year ended July 31, 1995, the Fund incurred custodian
                           and transfer agent fees of $4,404,000 (excluding
                           related expenses). Pursuant to a services agreement
                           with IFTC, Kemper Service Company (KSvC), an
                           affiliate of KFS, is the shareholder service agent of
                           the Fund. For the year ended July 31, 1995, IFTC
                           remitted shareholder service fees of $6,155,000 to
                           KSvC.

                           OFFICERS AND TRUSTEES. Certain officers or trustees
                           of the Fund are also officers or directors of KFS.
                           For the year ended July 31, 1995, the Fund made no
                           payments to its officers and incurred trustees' fees
                           of $55,000 to independent trustees.

- --------------------------------------------------------------------------------
4 INVESTMENT               For the year ended July 31, 1995, investment
  TRANSACTIONS             transactions (excluding short-term instruments) are
                           as follows (in thousands):

                           Purchases                    $ 20,546,651
                           Proceeds from sales            21,577,354


16
<PAGE>   17
                                                   Notes to Financial Statements
================================================================================
                                          

- --------------------------------------------------------------------------------
5 CAPITAL SHARE            The following table summarizes the activity in
  TRANSACTIONS             capital shares of the Fund (in thousands):

<TABLE>
<CAPTION>
                                             YEAR ENDED JULY 31,
                                    1995                            1994
                          ------------------------        -------------------------
                          SHARES          AMOUNT           SHARES          AMOUNT
- -----------------------------------------------------------------------------------
<S>                        <C>         <C>                  <C>         <C>        
SHARES SOLD
 Class A                   6,918       $    45,618          5,222       $    35,884
- -----------------------------------------------------------------------------------
 Class B                   8,293            55,591         32,281           233,525
- -----------------------------------------------------------------------------------
 Class C                     167             1,153             21               148
- -----------------------------------------------------------------------------------
SHARES ISSUES IN REINVESTMENT OF DIVIDENDS
 Class A                  12,059            82,686          9,802            71,165
- -----------------------------------------------------------------------------------
 Class B                  10,543            72,114         15,471           113,238
- -----------------------------------------------------------------------------------
 Class C                       3                19             --                --
- -----------------------------------------------------------------------------------
SHARES REDEEMED
 Class A                 (63,394)         (427,279)       (68,014)         (484,338)
- -----------------------------------------------------------------------------------
 Class B                 (72,004)         (483,386)      (143,028)       (1,025,892)
- -----------------------------------------------------------------------------------
 Class C                     (26)             (177)            --                --
- -----------------------------------------------------------------------------------
CONVERSION OF SHARES
 Class A                  43,850           296,147        142,904         1,034,102
- -----------------------------------------------------------------------------------
 Class B                 (43,908)         (296,147)      (143,035)       (1,034,102)
- -----------------------------------------------------------------------------------
NET DECREASE FROM
CAPITAL SHARE
TRANSACTIONS                           $  (653,661)                     $(1,056,270)
- -----------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
6 FINANCIAL                In order to take advantage of anticipated market
  FUTURES CONTRACTS        conditions, the Fund has entered into exchange traded
                           financial futures contracts as described below. The
                           Fund bears the market risk that arises from changes
                           in the value of these financial instruments.

                           At the time the Fund enters into a futures contract,
                           it is required to make a margin deposit with its
                           custodian of a specified amount of cash or eligible
                           securities. Subsequently, gain or loss is recognized
                           and payments are made on a daily basis between the
                           Fund and the broker as the market price of the
                           futures contract fluctuates. At July 31, 1995, the
                           market value of investments pledged by the Fund to
                           cover margin requirements for open futures positions
                           was $12,828,000. At July 31, 1995, the Fund had
                           outstanding financial futures contracts as follows
                           (in thousands):

<TABLE>
<CAPTION>
                       Face                      Expiration        Loss at
Type                  amount        Position        month          7/31/95
- --------------------------------------------------------------------------
<S>                  <C>            <C>          <C>                <C>   
U.S. Treasury
Securities           $167,500         Long        September         $3,429
</TABLE>


                                                                              17
<PAGE>   18
FINANCIAL HIGHLIGHTS
================================================================================

<TABLE>
<CAPTION>
                                                                            CLASS A SHARES
                                                                                                      JANUARY 10,
                                                                 YEAR ENDED JULY 31,                    1992 TO
                                                       ----------------------------------------         JULY 31,
                                                         1995             1994             1993          1992
- -----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                <C>              <C>        <C> 
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                   $  6.96            7.56             7.78           7.81
- --------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                    .53             .51              .62            .38
- --------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)                  .09            (.59)            (.21)          (.03)
- --------------------------------------------------------------------------------------------------------------
Total from investment operations                           .62            (.08)             .41            .35
- --------------------------------------------------------------------------------------------------------------
Less distribution from net investment income               .52             .52              .63            .38
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $  7.06            6.96             7.56           7.78
- --------------------------------------------------------------------------------------------------------------
Total return                                              9.48%          (1.21)            5.52           4.76
- --------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
Expenses                                                   .89%            .99              .97            .94
- --------------------------------------------------------------------------------------------------------------
Net investment income                                     7.77            7.00             8.22           8.73
- --------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                              CLASS B SHARES
                                                                            YEAR ENDED JULY 31,
                                                       ----------------------------------------------------------
                                                         1995        1994         1993         1992          1991
- -----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>          <C>          <C>          <C> 
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year                     $  6.96        7.56         7.77         7.25         7.25
- -----------------------------------------------------------------------------------------------------------------
Increase from investment operations:
  Net investment income                                    .47         .45          .57          .65          .64
- -----------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)                  .09        (.59)        (.21)         .49          .01
- -----------------------------------------------------------------------------------------------------------------
Total from investment operations                           .56        (.14)         .36         1.14          .65
- -----------------------------------------------------------------------------------------------------------------
Less distribution from net investment income               .47         .46          .57          .62          .65
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of year                           $  7.05        6.96         7.56         7.77         7.25
- -----------------------------------------------------------------------------------------------------------------
Total return                                              8.44%      (2.00)        4.85        16.36         9.37
- -----------------------------------------------------------------------------------------------------------------
RATIO TO AVERAGE NET ASSETS
Expenses                                                  1.75%       1.79         1.75         1.86         2.03
- -----------------------------------------------------------------------------------------------------------------
Net investment income                                     6.91        6.27         7.44         8.70         8.86
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

18
<PAGE>   19
                                                            FINANCIAL HIGHLIGHTS
================================================================================

<TABLE>
<CAPTION>
                                                          CLASS C SHARES
                                                    YEAR ENDED         MAY 31, TO
                                                  JULY 31, 1995      JULY 31, 1994
- ----------------------------------------------------------------------------------
<S>                                               <C>                <C> 
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period                 $ 6.95               6.99
- ------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                 .48                .07
- ------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)               .09               (.04)
- ------------------------------------------------------------------------------
Total from investment operations                        .57                .03
- ------------------------------------------------------------------------------
Less distribution from net investment income            .47                .07
- ------------------------------------------------------------------------------
Net asset value, end of period                       $ 7.05               6.95
- ------------------------------------------------------------------------------
TOTAL RETURN                                           8.65%               .47
- ------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
Expenses                                               1.71%              1.55
- ------------------------------------------------------------------------------
Net investment income                                  6.95               6.46
- ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                           YEAR ENDED JULY 31,
                                                    ------------------------------------------------------------
                                                       1995          1994        1993         1992        1991
- ----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>         <C>          <C>         <C>      
SUPPLEMENTAL FUND DATA
Net assets at end of year (in thousands)            $3,528,329    4,158,066   5,639,097    5,602,682   4,879,832
- ----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    573%         963         551          376         498
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE FOR ALL CLASSES: Ratios have been determined on an annualized basis. Total
return is not annualized and does not reflect the effect of any sales charges.

                                                                              19
<PAGE>   20
TRUSTEES AND OFFICERS
================================================================================

TRUSTEES

STEPHEN B. TIMBERS
President and Trustee

DAVID W. BELIN
Trustee

LEWIS A. BURNHAM
Trustee

DONALD L. DUNAWAY
Trustee

ROBERT B. HOFFMAN
Trustee

DONALD R. JONES
Trustee

DAVID B. MATHIS
Trustee

SHIRLEY D. PETERSON
Trustee

WILLIAM P. SOMMERS
Trustee

OFFICERS

J. PATRICK BEIMFORD, JR.
Vice President

JOHN E. PETERS
Vice President

MICHELLE M. KEELEY
Vice President

FRANK J. RACHWALSKI, JR.
Vice President

PAUL F. SLOAN
Vice President

PHILIP J. COLLORA
Vice President and
Secretary

CHARLES F. CUSTER
Vice President and
Assistant Secretary

JEROME L. DUFFY
Treasurer

ELIZABETH C. WERTH
Assistant Secretary

================================================================================

- --------------------------------------------------------------------------------
LEGAL COUNSEL                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                                     222 North LaSalle Street
                                     Chicago, IL 60601

- --------------------------------------------------------------------------------
SHAREHOLDER SERVICE AGENT            KEMPER SERVICE COMPANY
                                     P.O. Box 419557
                                     Kansas City, MO 64141
                                     1-800-621-1048

- --------------------------------------------------------------------------------
CUSTODIAN AND TRANSFER AGENT         INVESTORS FIDUCIARY TRUST COMPANY
                                     127 West 10th Street
                                     Kansas City, MO 64105

- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS                 ERNST & YOUNG LLP           
                                     233 South Wacker Drive
                                     Chicago, IL 60606

- --------------------------------------------------------------------------------
INVESTMENT MANAGER                   KEMPER FINANCIAL SERVICES, INC.

PRINCIPAL UNDERWRITER                KEMPER DISTRIBUTORS, INC.
                                     120 South LaSalle Street
                                     Chicago, IL 60603

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

[RECYCLED LOGO]
Printed on recycled paper.

This report is not to be distributed
unless preceded or accompanied by a
Kemper Fixed Income prospectus.
KUSMF - 2 (9/95)
                                                      [KEMPER MUTUAL FUNDS LOGO]
                                                                         1003670
                                                           Printed in the U.S.A.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission