KEMPER INVESTORS FUND, 485APOS, 1996-02-14

KEMPER INVESTORS FUND
485APOS, 1996-02-14

Previous: MESA AIR GROUP INC, 10-Q, 1996-02-14

Next: UNSI CORP, NT 10-Q, 1996-02-14

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1996

1933 ACT REGISTRATION NO. 33-11802
1940 ACT REGISTRATION NO. 811-5002
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------

FORM N-1A

<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 15 /X/

and/or

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 16 /X/

(Check appropriate box or boxes)
</TABLE>

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

KEMPER INVESTORS FUND
(Exact name of Registrant as Specified in Charter)

120 South LaSalle Street, Chicago, Illinois
(Address of Principal Executive Office)

60603
(Zip Code)

Registrant's Telephone Number, including Area Code: (312) 781-1121

Philip J. Collora, Vice President and Secretary
KEMPER INVESTORS FUND
120 South LaSalle Street
Chicago, Illinois 60603
(Name and Address of Agent for Service)

With a copy to:
Charles F. Custer
Vedder, Price, Kaufman & Kammholz
222 North LaSalle Street
Chicago, Illinois 60601

The Registrant has registered an indefinite number of shares of the Fund
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Rule 24f-2 Notice for the Registrant's most recent
fiscal year will be filed on or about February 21, 1996.

It is proposed that this filing will become effective (check appropriate
box)

/ / immediately upon filing pursuant to paragraph (b)

/ / on (date) pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)(1)

/ / on (date) pursuant to paragraph (a)(1).

/ / 75 days after filing pursuant to paragraph (a)(2)

/X/ on May 1, 1996 pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

KEMPER INVESTORS FUND

CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART A
OF FORM N-1A AND PROSPECTUS

<TABLE>
<CAPTION>
ITEM NUMBER LOCATION
OF FORM N-1A IN PROSPECTUS
- --------------------------------------------------- ----------------------------------------
<S> <C>
1. Cover Page............................... Cover Page
2. Synopsis................................. Summary
3. Condensed Financial Information.......... Financial Highlights
4. General Description of Registrant........ Summary; Capital Structure and General
Information; Investment Objectives,
Policies and Risk Factors; Investment
Techniques
5. Management of the Fund................... Summary; Investment Managers;
Distributor
5A. Management's Discussion of Fund
Performance.............................. Capital Structure and General
Information
6. Capital Stock and Other Securities....... Summary; Capital Structure and General
Information; Dividends and Taxes
7. Purchase of Securities Being Offered..... Summary; Purchase and Redemption; Net
Asset Value; Distributor
8. Redemption or Repurchase................. Purchase and Redemption
9. Pending Legal Proceedings................ Inapplicable
</TABLE>

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary.................................. 2
Financial Highlights..................... 4
Investment Objectives, Policies and Risk
Factors................................ 8
Investment Techniques.................... 23
Net Asset Value.......................... 27
Purchase and Redemption.................. 29
Dividends and Taxes...................... 29
Capital Structure and General
Information............................ 29
Investment Managers...................... 30
Distributor.............................. 33
Appendix................................. 34
</TABLE>

This prospectus contains information about the Fund that you should know before
investing and should be retained for future reference. A Statement of Additional
Information dated May 1, 1996, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. It is available upon request
without charge from the Fund at the address or telephone number shown above.

AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE PORTFOLIO WILL BE ABLE
TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

KEMPER
INVESTORS
FUND

PROSPECTUS MAY 1, 1996

KEMPER INVESTORS FUND
120 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603
1-800-621-1048

Kemper Investors Fund (the "Fund") offers a choice of fourteen investment
portfolios to investors applying for certain variable life insurance and
variable annuity contracts offered by Participating Insurance Companies.

The fourteen investment portfolios are:

MONEY MARKET PORTFOLIO
TOTAL RETURN PORTFOLIO
HIGH YIELD PORTFOLIO
GROWTH PORTFOLIO
GOVERNMENT SECURITIES PORTFOLIO
INTERNATIONAL PORTFOLIO
SMALL CAP GROWTH PORTFOLIO
INVESTMENT GRADE BOND PORTFOLIO
VALUE PORTFOLIO
SMALL CAP VALUE PORTFOLIO
VALUE+GROWTH PORTFOLIO
HORIZON 20+ PORTFOLIO
HORIZON 10+ PORTFOLIO
HORIZON 5 PORTFOLIO

Shares of the Portfolios are available exclusively as pooled funding vehicles
for the variable life insurance and variable annuity contracts of Participating
Insurance Companies.
<PAGE> 4

SUMMARY

FUND INVESTMENT CONCEPT. Kemper Investors Fund (the "Fund") is an open-end
management investment company established on January 22, 1987 as a Massachusetts
business trust. The Fund is a series fund consisting of fourteen portfolios
("Portfolios"): Money Market, Total Return, High Yield, Growth, Government
Securities, International, Small Cap Growth, Investment Grade Bond, Value, Small
Cap Value, Value+Growth, Horizon 20+, Horizon 10+ and Horizon 5. Additional
Portfolios may be created from time to time. The Fund is the funding vehicle for
variable life insurance contracts ("VLI contracts") and variable annuity
contracts ("VA contracts") offered by the separate accounts of certain life
insurance companies ("Participating Insurance Companies"). The Fund currently
does not foresee any disadvantages to the holders of VLI contracts and VA
contracts arising from the fact that the interests of the holders of such
contracts may differ. Nevertheless, the Fund's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts that
may arise and to determine what action, if any, should be taken. The VLI
contracts and VA contracts are described in the separate prospectuses issued by
the Participating Insurance Companies. The Fund assumes no responsibility for
such prospectuses.

Individual VLI contract holders and VA contract holders are not the
"shareholders" of the Fund. Rather, the Participating Insurance Companies and
their separate accounts are the shareholders or investors (the "Shareholders"),
although such companies may pass through voting rights to their VLI and VA
contract holders.

INVESTMENT OBJECTIVES. The fourteen Portfolios of the Fund and their investment
objectives are as follows:

MONEY MARKET PORTFOLIO seeks maximum current income to the extent consistent
with stability of principal from a portfolio of high quality money market
instruments.

TOTAL RETURN PORTFOLIO seeks a high total return, a combination of income and
capital appreciation, by investing in a combination of debt securities and
common stocks.

HIGH YIELD PORTFOLIO seeks to provide a high level of current income by
investing in fixed-income securities.

GROWTH PORTFOLIO seeks maximum appreciation of capital through diversification
of investment securities having potential for capital appreciation.

GOVERNMENT SECURITIES PORTFOLIO seeks high current return consistent with
preservation of capital from a portfolio composed primarily of U.S. Government
securities.

INTERNATIONAL PORTFOLIO seeks total return, a combination of capital growth and
income, principally through an internationally diversified portfolio of equity
securities.

SMALL CAP GROWTH PORTFOLIO seeks maximum appreciation of investors' capital from
a portfolio primarily of growth stocks of smaller companies.

INVESTMENT GRADE BOND PORTFOLIO seeks high current income by investing primarily
in a diversified portfolio of investment grade debt securities.

VALUE PORTFOLIO seeks to achieve a high rate of total return from a portfolio
primarily of value stocks of larger companies.

SMALL CAP VALUE PORTFOLIO seeks long-term capital appreciation from a portfolio
primarily of value stocks of smaller companies.

VALUE+GROWTH PORTFOLIO seeks growth of capital through professional management
of a portfolio of growth and value stocks.

HORIZON 20+ PORTFOLIO, designed for investors with approximately a 20+ year
investment horizon, seeks growth of capital, with income as a secondary
objective.

HORIZON 10+ PORTFOLIO, designed for investors with approximately a 10+ year
investment horizon, seeks a balance between growth of capital and income,
consistent with moderate risk.

HORIZON 5 PORTFOLIO, designed for investors with approximately a 5 year
investment horizon, seeks income consistent with preservation of capital, with
growth of capital as a secondary objective.

2
<PAGE> 5

Each Portfolio except the Money Market Portfolio may engage in options and
financial futures transactions. The Total Return, High Yield, Growth, Small Cap
Growth, Investment Grade Bond and Value+Growth Portfolios each may invest a
portion of its assets in foreign securities and engage in related foreign
currency transactions. The Horizon Portfolios each will invest a portion of its
assets in foreign securities and engage in related foreign currency
transactions. The International Portfolio will invest a substantial portion of
its assets in foreign securities and engage in related foreign currency
transactions. Foreign securities may include investments in developing
countries. The High Yield Portfolio will, and the Total Return, Government
Securities, Investment Grade Bond and Horizon Portfolios may, invest in high
yield (high risk) bonds. All of the Portfolios are diversified. See "Investment
Objectives, Policies and Risk Factors."

RISK FACTORS. There is no assurance that the investment objective of any
Portfolio will be achieved and investment in each Portfolio includes risks that
vary in kind and degree depending upon the investment policies of the Portfolio.
The returns and net asset value of a Portfolio will fluctuate (except that the
Money Market Portfolio seeks to maintain a net asset value of $1.00 per share).
Investors should note that investments in high yield securities by certain
portfolios (the High Yield, Total Return, Government Securities, Investment
Grade Bond and Horizon Portfolios) entail relatively greater risk of loss of
income and principal than investments in higher rated securities; and market
prices of high yield securities may fluctuate more than market prices of higher
rated securities. The government guarantee of the U.S. Government securities in
which the Government Securities Portfolio may invest does not guarantee the
market value of the shares of the Portfolio. Normally the value of investments
in U.S. Government securities varies inversely with changes in interest rates.
Foreign investments by certain Portfolios (principally the International
Portfolio) involve risk and opportunity considerations not typically associated
with investing in U.S. companies. The return of such a Portfolio can be
adversely affected by changes in currency exchange rates. Investment by the
Small Cap Growth Portfolio and the Small Cap Value Portfolio primarily in
smaller companies involves greater risk than investment in larger, more
established companies. There are special risks associated with options,
financial futures, foreign currency and other derivative transactions and there
is no assurance that use of those investment techniques will be successful. Some
of the Portfolios may experience high portfolio turnover, which would involve
correspondingly greater brokerage commissions or other transaction costs. See
"Investment Objectives, Policies and Risk Factors."

PURCHASES AND REDEMPTIONS. The separate accounts of the Participating Insurance
Companies place orders to purchase and redeem shares of each Portfolio based on,
among other things, the amount of premium payments to be invested and surrender
and transfer requests to be effected on that date pursuant to VLI and VA
contracts. See "Purchase and Redemption."

INVESTMENT MANAGERS. Zurich Kemper Investments, Inc. ("ZKI" or "investment
manager," formerly named Kemper Financial Services, Inc.) serves as investment
manager for each of the Portfolios other than the Value Portfolio and the Small
Cap Value Portfolio and is paid a fee at an annual rate, based upon the average
daily net assets of such Portfolios, as follows: Money Market (.50%), Total
Return (.55%), High Yield (.60%), Growth (.60%), Government Securities (.55%),
International (.75%), Small Cap Growth (.65%), Investment Grade Bond (.60%),
Value+Growth (.75%), Horizon 20+ (.60%), Horizon 10+ (.60%) and Horizon 5
(.60%). Dreman Value Advisors, Inc. ("DVA" or "investment manager"), a wholly
owned subsidiary of ZKI, serves as the investment manager for the Value and the
Small Cap Value Portfolios at an annual rate of .75% of average daily net assets
of such Portfolios. DVA serves as sub-adviser for the Value+Growth Portfolio and
is paid a fee by ZKI at an annual rate of .25% of average daily net assets of
that Portfolio. DVA also serves as sub-adviser for the Horizon Portfolios and is
paid a fee by ZKI at an annual rate of .25% of the portion of the average daily
net assets of each Horizon Portfolio allocated by ZKI to DVA for management. See
"Investment Managers."

GENERAL INFORMATION AND CAPITAL. Since the Fund offers multiple Portfolios, it
is known as a "series company." Shares of each Portfolio have equal
non-cumulative voting rights and equal rights with respect to dividends, assets
and liquidation of such Portfolio. Each Portfolio has its own objective,
policies and restrictions. The Fund is not required to hold annual shareholder
meetings, but will hold special shareholder meetings as required or deemed
desirable. See "Capital Structure and General Information."

3
<PAGE> 6

FINANCIAL HIGHLIGHTS

The tables below show financial information for each Portfolio (other than the
Investment Grade Bond, Value, Small Cap Value, Value+Growth and Horizon
Portfolios, all of which commenced operations on May 1, 1996) expressed in terms
of one share outstanding throughout the period. The information for the Money
Market, Total Return, High Yield and Growth Portfolios for fiscal periods prior
to 1990 reflects the operations of certain Separate Accounts as discussed under
"Capital Structure and General Information." The information in the tables for
the years ended December 31, 1990 through 1995 is covered by the report of the
Fund's independent auditors. The report is contained in the Fund's Registration
Statement and is available from the Fund. The financial statements contained in
the Fund's 1995 Annual Report to Shareholders are incorporated herein by
reference and may be obtained by writing or calling the Fund.

MONEY MARKET PORTFOLIO

NOTE TO MONEY MARKET PORTFOLIO:

The total return for 1994 includes the effect of a capital contribution from the
investment manager. Without the capital contribution, the total return would
have been 3.47%.

TOTAL RETURN PORTFOLIO

<TABLE>
<CAPTION>
Year ended December 31,
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------
PER SHARE
OPERATING
PERFORMANCE:
Net asset value,
beginning of
year $2.586 2.473 2.658 2.071 2.021 1.707 1.605 1.661 1.496
- ---------------------------------------------------------------------------------------------------------------------------------
Income from
investment
operations:
Net investment
income .069 .069 .061 .080 .113 .102 .086 .075 .060
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized
gain (loss) on
investments (.313) .214 (.026) .677 (.013) .298 .102 (.056) .165
- ---------------------------------------------------------------------------------------------------------------------------------
Total from
investment
operations (.244) .283 .035 .757 .100 .400 .188 .019 .225
- ---------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distributions
from net
investment
income .060 .050 .080 .110 .020 .086 .086 .075 .060
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions
from net
realized gain
on investments .168 .120 .140 .060 .030 -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions in
excess of net
realized gain
on investments .002 -- -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Total dividends .230 .170 .220 .170 .050 .086 .086 .075 .060
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value,
end of year $2.112 2.586 2.473 2.658 2.071 2.021 1.707 1.605 1.661
=================================================================================================================================
TOTAL RETURN (%) 25.97 (9.50) 12.13 1.69 37.90 5.04 24.16 11.98 .62 15.13
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE
NET ASSETS (%):
Expenses .61 .59 .60 .61 .61 .58 .61 .58 .60
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment
income 3.13 3.19 3.41 3.46 5.94 5.43 5.19 4.04 3.59
- ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end
of year (in
thousands) $ 586,594 643,830 528,007 412,772 272,747 262,652 206,262 214,203 146,324
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate (%) 128 191 160 187 139 102 152 129 136
=================================================================================================================================
</TABLE>

4
<PAGE> 7
HIGH YIELD PORTFOLIO

<TABLE>
<CAPTION>
Year ended December 31,
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of year $1.338 1.209 1.144 .914 1.122 1.258 1.225 1.290 1.226
- ---------------------------------------------------------------------------------------------------------------------------------
Income from
investment
operations:
Net investment
income .116 .120 .125 .140 .170 .151 .152 .139 .142
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain
(loss) on
investments (.149) .109 .070 .300 (.338) (.163) .033 (.065) .064
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment
operations (.033) .229 .195 .440 (.168) (.012) .185 .074 .206
- ---------------------------------------------------------------------------------------------------------------------------------
Less dividends from
net investment
income .120 .100 .130 .210 .040 .124 .152 .139 .142
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end
of year $1.185 1.338 1.209 1.144 .914 1.122 1.258 1.225 1.290
=================================================================================================================================
TOTAL RETURN (%) 17.40 (2.25) 20.00 17.76 51.83 (15.45) (1.22) 15.66 5.82 17.63
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET
ASSETS (%):
- ---------------------------------------------------------------------------------------------------------------------------------
Expenses .65 .63 .64 .67 .68 .63 .66 .62 .66
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 9.49 9.54 10.44 12.95 16.27 12.50 11.98 10.81 11.06
- ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of
year (in thousands) $ 219,415 233,964 162,158 121,608 88,566 150,674 138,461 95,502 143,605
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate (%) 98 84 57 31 28 81 52 122 158
=================================================================================================================================
</TABLE>

GROWTH PORTFOLIO

(FORMERLY THE EQUITY PORTFOLIO)

<TABLE>
<CAPTION>
Year ended December 31,
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of year $2.935 2.631 2.642 1.681 1.692 1.348 1.374 1.377 1.283
- ---------------------------------------------------------------------------------------------------------------------------------
Income from
investment
operations:
Net investment
income .018 .004 .007 .017 .032 .039 .032 .030 .024
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain
(loss) on
investments (.138) .370 .082 .974 (.023) .338 (.026) (.003) .094
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment
operations (.120) .374 .089 .991 .009 .377 .006 .027 .118
- ---------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distributions from
net investment
income -- .010 .005 .030 .010 .033 .032 .030 .024
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions from
net realized gain
on investments .150 .060 .095 -- .010 -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Total dividends .150 .070 .100 .030 .020 .033 .032 .030 .024
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end
of year $2.665 2.935 2.631 2.642 1.681 1.692 1.348 1.374 1.377
=================================================================================================================================
TOTAL RETURN (%) 32.97 (4.02) 14.63 3.57 59.47 0.60 27.87 .40 1.67 9.10
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET
ASSETS (%):
- ---------------------------------------------------------------------------------------------------------------------------------
Expenses .66 .64 .64 .67 .68 .70 .71 .64 .70
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income .69 .30 .65 .83 2.23 2.49 2.34 1.85 1.82
- ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of
year (in thousands) $ 321,708 284,461 203,624 118,983 61,621 51,961 45,833 46,474 30,228
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate (%) 106 78 78 106 135 93 301 165 262
=================================================================================================================================
</TABLE>

5
<PAGE> 8

GOVERNMENT SECURITIES PORTFOLIO

<TABLE>
<CAPTION>
Year ended December 31,
1995 1994 1993 1992 1991 1990(a) 1989(a) 1988 1987(c)
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $1.267 1.277 1.287 1.175 1.091 1.053 1.020 1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .067 .060 .064 .090 .093 .092 .089 --
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on
investments (.102) .020 .006 .082 .011 .036 (.056) .020
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations (.035) .080 .070 .172 .104 .128 .033 .020
- ---------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distributions from net investment income .060 .060 .050 .060 .020 .090 -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain on
investments .024 .030 .030 -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions in excess of net realized
gain on investments .006 -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Total dividends .090 .090 .080 .060 .020 .090 -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $1.142 1.267 1.277 1.287 1.175 1.091 1.053 1.020
=================================================================================================================================
TOTAL RETURN (%) 18.98 (2.74) 6.48 5.90 15.22 9.81 13.14 3.27 --
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses .63 .60 .61 .63 .58 .53 1.81 --(b)
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income 5.69 5.05 6.08 7.42 8.48 8.73 7.94 --(b)
- ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of year (in thousands) $95,782 121,912 98,814 59,064 31,929 14,878 1,170 311
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 606 534 492 141 174 28 25 --
=================================================================================================================================
</TABLE>

NOTES TO GOVERNMENT SECURITIES PORTFOLIO:

(a) ZKI waived its investment management fee from March 1, 1989 to March 1,
1990. Absent this waiver, the ratio of expenses to average net assets and
the ratio of net investment income to average net assets would have been
1.04% and 8.22%, respectively, in 1989 and .66% and 8.40%, respectively, in
1990.

(b) Because of the short start-up period from the Government Securities
Portfolio's initial public offering to December 31, 1987, ratios of expenses
and net investment income to average net assets for 1987 are not meaningful.
(c) For the period from September 3, 1987 (inception) through December 31, 1987.

INTERNATIONAL PORTFOLIO

<TABLE>
<CAPTION>
Year ended
December 31,
----------------------------
1995 1994 1993 1992(a)
----- -------- ------ -------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $1.306 .993 1.000
- --------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .009 .010 .010
- --------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments (.056) .313 (.017)
- --------------------------------------------------------------------------------------------------------------------------------
Total from investment operations (.047) .323 (.007)
- --------------------------------------------------------------------------------------------------------------------------------
Less dividends:
Distributions from net investment income -- .009 --
- --------------------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain on investments .015 .001 --
- --------------------------------------------------------------------------------------------------------------------------------
Total dividends .015 .010 --
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.244 1.306 .993
================================================================================================================================
TOTAL RETURN (%) 12.83 (3.59) 32.83 (.72)
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses .93 .92 1.11
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income .74 .86 1.01
- --------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $122,710 88,880 19,447
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 107 116 129
================================================================================================================================
</TABLE>

NOTE TO INTERNATIONAL PORTFOLIO:

(a) For the period from January 6, 1992 (inception) through December 31, 1992.

6
<PAGE> 9

SMALL CAP GROWTH PORTFOLIO

(FORMERLY THE SMALL CAPITALIZATION EQUITY PORTFOLIO)

<TABLE>
<CAPTION>
Year ended
December 31,
------------------
1995 1994(a)
------- -------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .008
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain on investments .031
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations .039
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.039
=================================================================================================================================
TOTAL RETURN (%) 30.07 3.95
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (%):
Expenses 1.25
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income .91
- ---------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA:
Net assets at end of period (in thousands) $12,909
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 58
=================================================================================================================================
</TABLE>

NOTE TO SMALL CAP GROWTH PORTFOLIO:

(a) For the period from May 2, 1994 (inception) through December 31, 1994.

NOTE:

Ratios for all Portfolios have been determined on an annualized basis. Total
return is not annualized.

7
<PAGE> 10

INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS

The Fund has adopted for each Portfolio certain fundamental investment
restrictions which, together with the investment objective and policies, cannot
be changed with respect to a Portfolio without approval by holders of a majority
of the outstanding voting shares as defined in the Investment Company Act of
1940 ("1940 Act"). See "Investment Restrictions" in the Statement of Additional
Information.

Each Portfolio has a different investment objective which it pursues through
separate investment policies, as described below. The differences in objectives
and policies among the Portfolios can be expected to affect the degree of market
and financial risk to which each Portfolio is subject and the return of each
Portfolio. There are market risks in any investment and therefore there can be
no assurance that the objective of any Portfolio will be achieved. The actual
return of a holder of a variable life or variable annuity contract will be
affected by charges imposed by the separate accounts of Participating Insurance
Companies.

MONEY MARKET PORTFOLIO. The Money Market Portfolio seeks maximum current income
to the extent consistent with stability of principal from a portfolio of the
following types of U.S. Dollar denominated money market instruments that mature
in twelve months or less:

1. Obligations of, or guaranteed by, the U.S. or Canadian Governments,
their agencies or instrumentalities. The two broad categories of U.S.
Government debt instruments are: (a) direct obligations of the U.S.
Treasury and (b) securities issued or guaranteed by agencies and
instrumentalities of the U.S. Government. Some obligations issued or
guaranteed by agencies or instrumentalities of the U.S. Government are
backed by the full faith and credit of the United States and others are
backed exclusively by the agency or instrumentality with limited rights of
the issuer to borrow from the U.S. Treasury.

2. Bank certificates of deposit, time deposits or bankers' acceptances
limited to U.S. banks or Canadian chartered banks having total assets in
excess of $1 billion.

3. Bank certificates of deposit, time deposits or bankers' acceptances of
U.S. branches of foreign banks having total assets in excess of $10
billion.

4. Commercial paper rated Prime-1 or Prime-2 by Moody's Investors Service,
Inc. ("Moody's") or A-1 or A-2 by Standard & Poor's Corporation ("S&P"), or
commercial paper or notes of comparable quality, such as are issued by
companies with an unsecured debt issue outstanding currently rated A or
higher by Moody's or S&P where the obligation is on the same or a higher
level of priority as the rated issue, and investments in other corporate
obligations such as publicly traded bonds, debentures and notes rated A or
higher by Moody's or S&P. See "Appendix--Ratings of Investments" in the
Statement of Additional Information for a description of the ratings.

5. Repurchase agreements of obligations which are suitable for investment
under the categories set forth above. Repurchase agreements are discussed
under "Investment Techniques--Repurchase Agreements."

In addition, the Money Market Portfolio limits its portfolio investments to
securities that meet the quality and diversification requirements of Rule 2a-7
of the 1940 Act. See "Net Asset Value."

To the extent the Money Market Portfolio purchases Eurodollar certificates of
deposit issued by London branches of U.S. banks, or commercial paper issued by
foreign entities, consideration will be given to their marketability, possible
restrictions on international currency transactions and to regulations imposed
by the domicile country of the foreign issuer. Eurodollar certificates of
deposit may not be subject to the same regulatory requirements as certificates
issued by U.S. banks and associated income may be subject to the imposition of
foreign taxes. The Money Market Portfolio will normally invest at least 25% of
its net assets in instruments issued by domestic or foreign banks.

The Money Market Portfolio seeks to maintain its net asset value at $1.00 per
share by valuing its portfolio of investments on the amortized cost method in
accordance with Rule 2a-7 of the 1940 Act. See "Net Asset Value." While the
Portfolio will make every effort to maintain a fixed net asset value at $1.00
per share, there can be no assurance that this objective will be achieved.

The Money Market Portfolio may invest in instruments that bear rates of interest
that are adjusted periodically or that "float" continuously according to
formulae intended to minimize fluctuations in values of the instruments
("Variable Rate Securities"). The Fund determines the maturity of Variable Rate
Securities in accordance with Securities and Exchange Commission ("SEC") rules
that allow the Fund to consider certain of such instruments as having maturities
earlier than the maturity date on the instrument.

TOTAL RETURN PORTFOLIO. The Total Return Portfolio seeks a high total return, a
combination of income and capital appreciation, by investing in a combination of
debt securities and common stocks. The Portfolio's

8
<PAGE> 11

investments will normally consist of domestic and foreign fixed income and
equity securities. Fixed income securities will include bonds, money market
instruments (including repurchase agreements) and other debt securities (such as
U.S. and foreign government securities and investment grade and high yield
corporate obligations) and preferred stocks, some of which may have a call on
common stocks through attached warrants or a conversion privilege. The Portfolio
may invest in fixed income securities that are in the lower rating categories
and those that are non-rated (sometimes called "junk bonds"). The
characteristics of the rating categories are described in "Appendix--Ratings of
Investments" in the Statement of Additional Information. For a discussion of
lower rated and non-rated securities and related risks, see "High Yield
Portfolio" and "Special Risk Factors--High Yield (High Risk) Bonds" below.
Equity investments normally will consist of common stocks and securities
convertible into or exchangeable for common stocks; however, the Portfolio may
also make private placement investments (which are normally restricted
securities). For a further description of equity securities, see "Growth
Portfolio" below. The percentage of assets invested in specific categories of
fixed-income and equity securities will vary from time to time depending upon
the judgment of the investment manager as to general market and economic
conditions, trends in yields and interest rates, and changes in fiscal or
monetary policies.

The Portfolio does not make investments for short-term profits nor does it have
a separate portfolio turnover policy for equity and fixed income segments of its
portfolio. The Portfolio is not restricted in policy with regard to portfolio
turnover and will make changes in its investment portfolio from time to time as
business and economic conditions or market prices may dictate and as its
investment policy may require.

The Portfolio may write and purchase put and call options traded on national
securities exchanges or over-the-counter, including options on securities
indices. The Portfolio may also engage in financial futures transactions and may
purchase foreign securities and engage in related foreign currency transactions.
The Portfolio may purchase or sell portfolio securities on a when-issued or
delayed delivery basis. See "Special Risk Factors--Foreign Securities" and
"Investment Techniques."

HIGH YIELD PORTFOLIO. The High Yield Portfolio seeks to provide a high level of
current income by investing in fixed income securities. Fixed income obligations
include corporate debt securities, U.S. and Canadian Government securities,
obligations of U.S. and Canadian banking institutions, convertible securities,
assignments or participations in loans, preferred stock, and cash and cash
equivalents, including repurchase agreements.

The fixed income securities purchased by the Portfolio may include those in the
lower rating categories of the established rating services and those that are
non-rated (sometimes called "junk bonds"). Investments in such securities entail
relatively greater risk of loss of income or principal than investments in
higher rated securities; market prices may fluctuate more than market prices of
higher rated securities. See "Special Risk Factors--High Yield (High Risk)
Bonds" below for a discussion of such risks. These fixed income securities (debt
and preferred stock issues, including convertibles) normally offer a current
yield or yield to maturity that is significantly higher than the yield available
from securities rated in the four highest categories assigned by Moody's or S&P.
See "Appendix--Ratings of Investments" in the Statement of Additional
Information for a description of Moody's and S&P ratings.

The average maturity and the mix of investments of the Portfolio will vary as
the investment manager seeks to provide a high level of income considering the
available alternatives in the market. See "Appendix--Portfolio Composition of
High Yield Bonds" in this prospectus. Since interest rates vary with changes in
economic, market, political and other conditions, there can be no assurance that
historic interest rates are indicative of rates which may prevail in the future.
Since the value of securities in the Portfolio fluctuates depending upon market
factors and inversely with current interest rate levels, the net asset value of
its shares will fluctuate. The investment manager will adjust the investments of
the Portfolio as considered advisable in view of prevailing or anticipated
market conditions. Accordingly, certain portfolio securities may be purchased or
sold in anticipation of a rise or a decline in interest rates.

The Portfolio does not make investments for short-term profits, but it is not
restricted in policy with regard to portfolio turnover and will make changes in
its investment portfolio from time to time as business and economic conditions
or market prices may dictate and as its investment policy may require.

9
<PAGE> 12

GROWTH PORTFOLIO. The Growth Portfolio seeks maximum appreciation of capital
through diversification of investment securities having potential for capital
appreciation. Current income will not be a significant factor. The Portfolio's
investments normally will consist of equity securities and securities
convertible into or exchangeable for equity securities; however, it may also
make private placement investments (which are normally restricted securities).

As a non-fundamental investment policy, the Growth Portfolio will invest at
least 65% of its total assets in equity securities under normal circumstances.
Equity securities include common stocks, preferred stocks, securities
convertible into or exchangeable for common or preferred stocks, equity
investments in partnerships, joint ventures and other forms of non-corporate
investment and warrants, options and rights exercisable for equity securities.
The common stocks or the other securities selected will be those which, in the
investment manager's judgment, have significant appreciation possibilities.
Investment opportunities will often be sought among securities of small, less
well-known companies; but securities of large, well-known companies will also be
purchased, particularly when the investment manager considers such securities to
be priced favorably in comparison with securities of smaller companies. See
"Growth and Value Stocks" below.

In seeking to obtain capital appreciation, the Portfolio may trade in securities
for the short term. To this extent, the Portfolio will be engaged in trading
operations based on short-term market considerations as distinct from long-term
investment based upon fundamental valuation of securities. However, the
Portfolio will emphasize fundamental research in attempting to identify
under-valued situations that it hopes will appreciate over the longer term. The
Portfolio's investment policy may involve a somewhat greater risk than is
inherent in the ordinary investment security.

For defensive purposes, the Portfolio may temporarily hold a significant portion
of its assets in cash or defensive type securities, such as liquid high grade
debt securities, high quality money market instruments and repurchase
agreements.

The Portfolio may write and purchase put and call options traded on national
securities exchanges or over-the-counter, including options on securities
indices. The Portfolio may also engage in financial futures transactions and may
purchase foreign securities and engage in related foreign currency transactions.
See "Special Risk Factors--Foreign Securities" and "Investment Techniques."

GOVERNMENT SECURITIES PORTFOLIO. The Government Securities Portfolio seeks high
current return consistent with preservation of capital from a portfolio composed
primarily of U.S. Government securities. The Portfolio will also invest in
fixed-income securities other than U.S. Government securities, and will engage
in options and financial futures transactions. The Portfolio may purchase or
sell portfolio securities on a when-issued or delayed delivery basis. See
"Investment Techniques." The Portfolio's current return is sought from interest
income and net short-term gains on securities and options and futures
transactions.

Under normal market conditions, the Portfolio will, as a fundamental policy,
invest at least 65% of its total assets in U.S. Government securities and
repurchase agreements of U.S. Government securities. There are two broad
categories of U.S. Government securities: (a) direct obligations of the U.S.
Treasury and (b) obligations issued or guaranteed by agencies and
instrumentalities of the United States. Some obligations issued or guaranteed by
agencies or instrumentalities are backed by the full faith and credit of the
United States (such as Government National Mortgage Association "GNMA"
Certificates) and others are backed exclusively by the agency or instrumentality
with limited rights of the issuer to borrow from the U.S. Treasury (such as
Federal National Mortgage Association Bonds). GNMA Certificates are debt
securities which represent an interest in one or a pool of mortgages which are
insured by the Federal Housing Administration or the Farmers Home
Administration, or guaranteed by the Veterans Administration. U.S. Government
securities may include "zero coupon" securities that have been stripped by the
U.S. Government of their unmatured interest coupons (see "Investment Policies
and Techniques" in the Statement of Additional Information for a discussion of
their features and risks) and collateralized obligations issued or guaranteed by
a U.S. Government agency or instrumentality (see "Investment Techniques").

U.S. Government securities of the type in which the Portfolio may invest have
historically involved little risk of loss of principal if held to maturity. The
government guarantee of the securities in the Portfolio, however, does not
guarantee the market value of the shares of the Portfolio. There are market
risks inherent in all investments in securities and the value of an investment
in the Portfolio will fluctuate over time. Normally, the value of the
Portfolio's investments varies inversely with changes in interest rates. For
example, as interest rates rise, the value of the Portfolio's investments will
tend to decline and, as interest rates fall, the value of the Portfolio's
investments will tend to increase. In addition, the potential for appreciation
in the event of a decline in interest rates may be limited or negated by
increased principal prepayments in respect to certain mortgage-backed

10
<PAGE> 13

securities, such as GNMA certificates. Prepayment of high interest rate
mortgage-backed securities during times of declining interest rates will tend to
lower the return of the Portfolio and may even result in losses to the Portfolio
if some securities were acquired at a premium. With respect to securities
supported only by the credit of the issuing agency or by an additional line of
credit with the U.S. Treasury, there is no guarantee that the U.S. Government
will provide support to such agencies and such securities may involve risk of
loss of principal and interest.

The Portfolio will seek to enhance income through limited investment (up to 35%
of total assets) in fixed income securities other than U.S. Government
securities. Such other fixed-income securities include: (a) corporate debt
securities that are rated at the time of purchase within the four highest grades
by either Moody's (Aaa, Aa, A, or Baa) or S&P (AAA, AA, A, or BBB); (b)
commercial paper that is rated at the time of purchase within the two highest
grades by either Moody's (Prime-1 or Prime-2) or S&P (A-1 or A-2); (c) bank
certificates of deposit (including term deposits) or bankers' acceptances issued
by domestic banks (including their foreign branches) and Canadian chartered
banks having total assets in excess of $1 billion; and (d) repurchase agreements
with respect to any of the foregoing; provided, however, the Portfolio may
invest up to 10% of its total assets in fixed income securities without regard
to the foregoing limitations, including securities that are rated below Baa by
Moody's and BBB by S&P or are non-rated (sometimes called "junk bonds"). The
characteristics of the rating categories are described in "Appendix--Ratings of
Investments" in the Statement of Additional Information. For a discussion of
lower rated and non-rated securities and related risks, see "High Yield
Portfolio" above and "Special Risk Factors--High Yield (High Risk) Bonds" below.

The Portfolio may also invest in collateralized obligations which, consistent
with the limitations reflected above, may be privately issued or may be issued
or guaranteed by U.S. Government agencies or instrumentalities. See "Investment
Techniques."

During temporary defensive periods when the Fund's investment manager deems it
appropriate, the Portfolio may invest all or a portion of its assets in cash or
short-term high quality money market instruments, including short-term U.S.
Government securities and repurchase agreements with respect to such securities.
The yields on these securities tend to be lower than the yields on other
securities to be purchased by the Portfolio.

INTERNATIONAL PORTFOLIO. The International Portfolio seeks a total return, a
combination of capital growth and income, principally through an internationally
diversified portfolio of equity securities. Investments may be made for capital
growth or for income or any combination thereof for the purpose of achieving a
high overall return. There is no limitation on the percentage or amount of the
Portfolio's assets that may be invested for growth or income, and therefore at
any particular time the investment emphasis may be placed solely or primarily on
growth of capital or on income. While the Portfolio invests principally in
equity securities of non-U.S. issuers, it may also invest in convertible and
debt securities and foreign currencies. The Portfolio invests primarily in
non-U.S. issuers, and under normal circumstances more than 80% of the
Portfolio's total assets will be invested in non-U.S. issuers. In determining
whether the Portfolio will be invested for capital growth or income, the
investment manager analyzes the international equity and fixed income markets
and seeks to assess the degree of risk and level of return that can be expected
from each market. See "Growth and Value Stocks" below. Also see "Special Risk
Factors--Foreign Securities."

In pursuing its objective, the Portfolio invests primarily in common stocks of
established non-U.S. companies believed to have potential for capital growth,
income or both. However, there is no requirement that the Portfolio invest
exclusively in common stocks or other equity securities. The Portfolio may
invest in any other type of security including, but not limited to, convertible
securities (including warrants), preferred stocks, bonds, notes and other debt
securities of companies (including Euro-currency instruments and securities) or
obligations of domestic or foreign governments and their political subdivisions.
When the investment manager believes that the total return potential in debt
securities equals or exceeds that of equity securities, the Portfolio may
substantially increase its holdings of such debt securities. The Portfolio may
establish and maintain reserves for defensive purposes or to enable it to take
advantage of future buying opportunities. The Portfolio's reserves may be
invested in domestic as well as foreign short-term money market instruments
including, but not limited to, government obligations, certificates of deposit,
bankers' acceptances, time deposits, commercial paper, short-term corporate debt
securities and repurchase agreements.

The Portfolio makes investments in various countries. Under normal
circumstances, business activities in not less than three different foreign
countries will be represented in the portfolio. The Portfolio may, from time to
time, have more than 25% of its assets invested in any major industrial or
developed country that in the view of the investment manager poses no unique
investment risk. The Portfolio may purchase securities of companies, wherever
organized, that have their principal activities and interests outside the United
States. Under excep-

11
<PAGE> 14

tional economic or market conditions abroad, the Portfolio may, for defensive
purposes, invest all or a major portion of its assets in U.S. Government
obligations or securities of companies incorporated in and having their
principal activities in the United States. The Portfolio may also invest its
reserves in domestic short-term money market instruments as described above.

In determining the appropriate distribution of investments among various
countries and geographic regions, the investment manager ordinarily considers
such factors as: prospects for relative economic growth among foreign countries;
expected levels of inflation; relative price levels of the various capital
markets; government policies influencing business conditions; the outlook for
currency relationships and the range of individual investment opportunities
available to the international investor. Currently, more than 60% of the market
capitalization of equity securities are represented by securities in currencies
other than the U.S. Dollar.

The Portfolio may purchase and sell options on securities, index options,
financial futures contracts and options on financial futures contracts. The
Portfolio may enter into forward foreign currency exchange contracts, foreign
currency options and foreign currency futures contracts and options thereon to
protect against uncertainty in the level of future foreign exchange rates. See
"Investment Techniques" below.

Generally, the Portfolio will not trade in securities for short-term profits
but, when circumstances warrant, securities may be sold without regard to the
length of time held.

Investors should understand that the expense ratio of the Portfolio can be
expected to be higher than that of portfolios investing in domestic securities
since the costs of operation are higher.

SMALL CAP GROWTH PORTFOLIO. The Small Cap Growth Portfolio seeks maximum
appreciation of investors' capital. Current income will not be a significant
factor. The Portfolio is designed primarily for investors with substantial
resources and the investment experience to consider their shares as a long-term
investment involving financial risk commensurate with potential substantial
gains. Since many of the securities in the Portfolio may be considered
speculative in nature by traditional investment standards, substantially greater
than average market volatility and investment risk may be involved. There is no
assurance that the Portfolio's objective will be achieved and its returns and
net asset value will fluctuate.

The Small Cap Growth Portfolio seeks attractive areas for investment opportunity
arising from such factors as technological advances, new marketing methods, and
changes in the economy and population. Currently, the investment manager
believes that such investment opportunities may be found among the following:
(a) companies engaged in high technology fields such as electronics, medical
technology and computer software and specialty retailing; (b) companies having a
significantly improved earnings outlook as the result of a changed economic
environment, acquisitions, mergers, new management, changed corporate strategy
or product innovation; (c) companies supplying new or rapidly growing services
to consumers and businesses in such fields as automation, data processing,
communications, and marketing and finance; and (d) companies having innovative
concepts or ideas.

As a non-fundamental investment policy, at least 65% of the Small Cap Growth
Portfolio's total assets normally will be invested in the equity securities of
smaller companies, i.e., those having a market capitalization of $1 billion or
less at the time of investment, many of which would be in the early stages of
their life cycle. The investment manager currently believes that investment in
such companies may offer greater opportunities for growth of capital than
larger, more established companies, but also involves certain special risks. See
"Special Risk Factors--Small Cap Securities" below for a discussion of the risks
associated with an investment in securities of companies with small market
capitalizations. See "Growth and Value Stocks" below.

The Small Cap Growth Portfolio's investment portfolio will normally consist
primarily of common stocks and securities convertible into or exchangeable for
common stocks, including warrants and rights. The Portfolio may also invest to a
limited degree in preferred stocks and debt securities when they are believed by
the investment manager to offer opportunities for capital growth. The Portfolio
may also write and purchase options, engage in financial futures transactions,
purchase foreign securities, engage in related foreign currency transactions and
lend its portfolio securities. See "Special Risk Factors--Foreign Securities"
and "Investment Techniques" below. When a defensive position is deemed
advisable, the Portfolio may, without limit, invest in high grade debt
securities and securities of the U.S. Government and its agencies or
instrumentalities or retain cash or cash equivalents, including repurchase
agreements.

In the selection of investments, long-term capital appreciation will take
precedence over short range market fluctuations. The Small Cap Growth Portfolio
does not intend to engage actively in trading for short-term profits, although
it may occasionally make investments for short-term capital appreciation when
such action is believed to be desirable and consistent with sound investment
procedure. Generally, the Portfolio will make

12
<PAGE> 15

long-term rather than short-term investments. Nevertheless, it may dispose of
such investments at any time it may be deemed advisable because of a subsequent
change in the circumstances of a particular company or industry or in general
market or economic conditions. The rate of portfolio turnover is not a limiting
factor when changes in investment are deemed appropriate. In addition, market
conditions, cash requirements for redemption and repurchase of Portfolio shares
or other factors could affect the portfolio turnover rate.

INVESTMENT GRADE BOND PORTFOLIO. The Investment Grade Bond Portfolio seeks high
current income by investing primarily in a diversified portfolio of investment
grade debt securities. Under normal market conditions, as a non-fundamental
policy, at least 65% of the Portfolio's assets will be invested in the following
categories: (a) corporate debt securities which are rated Aaa, Aa, A or Baa by
Moody's or AAA, AA, A or BBB by S&P or any other nationally recognized
statistical rating organization; (b) obligations of, or guaranteed by, the
United States, its agencies or instrumentalities; (c) obligations (payable in
U.S. Dollars) of, or guaranteed by, the government of Canada or any
instrumentality or political subdivision thereof; (d) commercial paper rated
Prime-1 or Prime-2 by Moody's or A-1 or A-2 by S&P; (e) bank certificates of
deposit or bankers' acceptances issued by domestic or Canadian chartered banks
having total deposits in excess of $1 billion; and (f) cash and cash
equivalents. The Portfolio may also invest up to 10% of its assets in preferred
stock.

There are market and investment risks with any security and the value of an
investment in the Portfolio may fluctuate over time. Normally, the value of the
Portfolio's investments varies inversely with changes in interest rates.
Corporate debt securities rated within the four highest grades by Moody's or S&P
are generally considered to be "investment grade." Like higher rated securities,
securities rated in the BBB or Baa categories are considered to have adequate
capacity to pay principal and interest, although they may have fewer protective
provisions than higher rated securities and thus may be adversely affected by
severe economic circumstances and are considered to have speculative
characteristics. The Portfolio may invest up to 35% of its total assets in fixed
income securities that are rated below BBB by S&P and Baa by Moody's or are
non-rated. For a discussion of lower rated and non-rated securities, commonly
referred to as "junk bonds," and related risks, see "Special Risk Factors--High
Yield (High Risk) Bonds" and "Appendix--Ratings of Investments" in the Statement
of Additional Information.

The Portfolio may purchase and sell options and engage in financial futures
transactions. See "Investment Techniques" below. The Portfolio may also invest
in foreign securities and engage in related foreign currency transactions. See
"Special Risk Factors--Foreign Securities" below.

VALUE PORTFOLIO. The Value Portfolio's investment objective is to achieve a high
rate of total return. It will invest principally in a diversified portfolio
consisting primarily of common stocks believed by the investment manager to be
undervalued. See "Growth and Value Stocks" below.

The Portfolio will invest primarily in common stocks of larger, listed companies
with a record of earnings and dividends, low price-earnings ratios, reasonable
returns on equity, and sound finances which, in the opinion of the investment
manager, have intrinsic value. The Portfolio may also invest in preferred
stocks, convertible securities and warrants. It is anticipated that most stocks
purchased will be listed on the New York Stock Exchange, but the Portfolio may
also purchase securities listed on other securities exchanges and in the over-
the-counter market. The Portfolio generally will invest in common stocks that
pay relatively high dividends, i.e., comparable to the dividend yield of S&P's
500 Composite Stock Index. In order to enhance its investment return, the
Portfolio may sell options on securities it holds ("covered call options"), and
sell put options on securities it may acquire. The Portfolio may earn premium
income on the sale of these options.

While most investments will be in dividend paying stocks, the Portfolio may also
acquire stocks that do not pay dividends in anticipation of market appreciation,
future dividends, or both, and when the investment manager believes that it
would be advantageous to write options on such stocks. The Portfolio will be
managed with a view to achieving a high rate of total return on investors'
capital primarily through appreciation of its common stock holdings, options
transactions and by acquiring and selling stock index futures and options
thereon and, to a lesser extent, through dividend and interest income, all of
which, in the investment manager's judgment, are elements of "total return."

While it is anticipated that under normal circumstances the Portfolio will be
fully invested, in order to conserve assets during periods when the investment
manager believes that the markets for equity securities are unduly speculative,
the Portfolio may invest all or a significant portion of its assets in cash or
defensive-type securities, such as high-grade debt securities, securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities and
high quality money market instruments, including repurchase agreements.
Investments in such interest-bearing securities will be for temporary defensive
purposes only.

13
<PAGE> 16

SMALL CAP VALUE PORTFOLIO. The Small Cap Value Portfolio's investment objective
is to seek long-term capital appreciation. It will invest principally in a
diversified portfolio of equity securities of small companies with market
capitalizations ranging from $100 million to $1 billion that the investment
manager believes to be undervalued. See "Growth and Value Stocks" below. The
Portfolio may also invest in preferred stocks, convertible securities and
warrants. Under normal market conditions, at least 65% of the total assets of
the Portfolio will be invested in securities of companies whose market
capitalizations are less than $1 billion. The investment manager currently
believes that investment in such companies may offer greater opportunities for
growth of capital than larger, more established companies, but also involves
certain special risks. For a discussion of the risks associated with an
investment in securities of companies with small market capitalizations, see
"Special Risk Factors--Small Cap Securities" below.

The Portfolio will invest primarily in common stocks of companies with a record
of earnings, low price-earnings ratios, reasonable returns on equity and sound
finances which, in the opinion of the investment manager, have intrinsic value.
Such securities are generally traded on the New York Stock Exchange, the
American Stock Exchange and in the over-the-counter market. The Portfolio may
sell covered call options on securities it holds and put options on securities
it may acquire. The Portfolio may earn premium income on the sale of these
options. The Portfolio may also engage in financial futures transactions. See
"Investment Techniques" below.

VALUE+GROWTH PORTFOLIO. The Value+Growth Portfolio seeks growth of capital
through professional management of a portfolio of growth and value stocks. These
stocks include stocks of large established companies, as well as stocks of small
companies. A secondary objective is the reduction of risk over a full market
cycle compared to a portfolio of only growth stocks or only value stocks. See
"Growth and Value Stocks" below.

Although it is anticipated that the Portfolio will invest primarily in common
stocks of domestic companies, the Portfolio may also purchase convertible
securities, such as bonds and preferred stocks (including warrants and rights).
The Portfolio may also purchase options, engage in financial futures
transactions, purchase foreign securities, engage in related foreign currency
transactions and lend its portfolio securities. See "Special Risk
Factors--Foreign Securities" and "Investment Techniques" below. From time to
time, all or a significant portion of the Portfolio's assets may be held
temporarily in cash or defensive type securities, such as high-grade debt
securities, securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities and high quality money market instruments,
including repurchase agreements.

The Portfolio does not generally make investments for short-term profits, but it
is not restricted in policy with regard to portfolio turnover and will make
changes in its investment portfolio from time to time as business and economic
conditions and market prices may dictate and as its investment policy may
require.

HORIZON PORTFOLIOS. The Horizon 20+, Horizon 10+ and Horizon 5 Portfolios (the
"Horizon Portfolios") are designed for investors with different investment
horizons. Investors are encouraged to choose the appropriate Horizon Portfolio
based upon their evaluation of their individual circumstances, including the
anticipated timing of major investment goals, such as sending a child or
grandchild to college, retirement or purchasing a home, as well as their
individual risk tolerance and investment objective. As investors' horizons
change, or as their investment goals change, they are encouraged to re-evaluate
their Horizon Portfolio choices to determine whether they should move all or a
portion of their investment to a different Horizon Portfolio with a more
appropriate objective and asset mix. The investment horizon of each Horizon
Portfolio should not be the sole factor in considering a Horizon Portfolio.
Investors should also review the investment objectives and policies of each
Horizon Portfolio.

Through professional management and diversification, each Horizon Portfolio
seeks to control risk for its given time horizon. Each Horizon Portfolio's
investment objectives, investment horizon, and investment policies are described
below.

HORIZON 20+ PORTFOLIO. The Horizon 20+ Portfolio, designed for investors with
approximately a 20+ year investment horizon, seeks growth of capital, with
income as a secondary objective. Under normal condi-

14
<PAGE> 17

tions, the Horizon 20+ Portfolio expects to maintain an asset allocation of
approximately 80% equity securities and 20% fixed income securities.

HORIZON 10+ PORTFOLIO. The Horizon 10+ Portfolio, designed for investors with
approximately a 10+ year investment horizon, seeks a balance between growth of
capital and income, consistent with moderate risk. Under normal conditions, the
Horizon 10+ Portfolio expects to maintain an asset allocation of approximately
60% equity securities and 40% fixed income securities.

HORIZON 5 PORTFOLIO. The Horizon 5 Portfolio, designed for investors with
approximately a 5 year investment horizon, seeks income consistent with
preservation of capital, with growth of capital as a secondary objective. Under
normal conditions, the Horizon 5 Portfolio expects to maintain an asset
allocation of approximately 40% equity securities and 60% fixed income
securities.

<TABLE>
<CAPTION>
HORIZON 20+ HORIZON 10+ HORIZON 5
TARGET ALLOCATION TARGET ALLOCATION TARGET ALLOCATION
----------------- ----------------- -----------------
<S> <C> <C> <C>
Equities............................................ 80% 60% 40%
Fixed Income........................................ 20% 40% 60%
</TABLE>

Although each Horizon Portfolio has a target asset allocation of equity and
fixed income securities, the investment manager may adjust each Horizon
Portfolio's asset mix somewhat based upon cash flow, market conditions and an
evaluation of the anticipated returns and risk for various asset classes. For
example, if equities are considered to have greater appreciation potential
relative to fixed income securities during a given period, a Horizon Portfolio's
percentage weighting of equities may be increased. Allocating assets permits the
investment manager to seek optimum performance for each Horizon Portfolio
consistent with its investment objective and investment horizon. Allocation
decisions are normally based upon long-term considerations and it is expected
that, over the long-term, the target allocation percentages will be closely
approximated.

When the investment manager determines that adverse market or economic
conditions exist and considers a temporary defensive position advisable, each
Horizon Portfolio may invest without limitation in high-grade debt securities,
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and high quality money market instruments, including
repurchase agreements, or retain cash or cash equivalents. Each Horizon
Portfolio may also purchase and write options, engage in financial futures
transactions, engage in foreign currency transactions, lend its portfolio
securities and engage in delayed delivery transactions.

The Horizon Portfolios do not generally make investments for short-term profits,
nor do they have separate portfolio turnover policies for the equity and fixed
income asset classes. The Horizon Portfolios are not restricted in policy with
regard to portfolio turnover and will make changes in their investments from
time to time as business and economic conditions or market prices may dictate
and as their investment objectives and policies may require.

EQUITIES. Each Horizon Portfolio's investment in equity securities will be
comprised primarily of common stocks of U.S. and foreign (or "international")
companies, but may also include preferred stocks, securities convertible into
and exchangeable for common or preferred stocks (including other preferred
stocks, warrants and rights, but not including convertible debt securities),
equity investments in partnerships, joint ventures and other forms of
noncorporate investments and warrants and rights exercisable for equity
securities. Investments will primarily include stocks of large, established
companies, but may also include stocks of smaller companies. Each Horizon
Portfolio's equity securities will be divided between U.S. and international as
described below. The U.S. equity portion of each Horizon Portfolio is divided
further into two parts, one invested in growth stocks and one invested in value
stocks. As with the overall asset allocation, the investment manager may, from
time to time, adjust the equity asset class of each Horizon Portfolio. It is
expected, however, that adjustments to the mix of the equity asset class will be
more dynamic than adjustments to the overall mix.

U.S./International. The target mix between U.S. equities and international
equities seeks the optimum balance of risk reduction and return enhancement
available from international investing. This allows investors in each Horizon
Portfolio the opportunity to invest a portion of their assets in a diversified
portfolio of foreign securities. Under normal conditions, each Horizon
Portfolio's equity securities will consist of approximately 70% U.S. and 30%
international. In the case of the international equity exposure, allocations may
range from 20% to 40%, although the investment manager may decrease a Horizon
Portfolio's exposure to zero if investments in foreign securities appear to be
relatively unattractive in the judgment of the investment manager because of
current or anticipated adverse political or economic conditions.

Foreign securities can be attractive because they increase diversification, as
compared to a portfolio comprised solely of U.S. securities. In addition, many
foreign economies have, from time to time, grown faster than the

15
<PAGE> 18

U.S. economy, and the returns on investments in these countries have exceeded
those of similar U.S. investments, although there can be no assurance that these
conditions will continue. International diversification allows an investor to
achieve greater portfolio diversification and to take advantage of changes in
foreign economies and market conditions. Although international investing
entails special risks, the mixture of U.S. and international stocks is designed
to reduce risk, while also increasing potential return, relative to investing in
U.S. or international stocks alone. There is no assurance, however, that any
specific allocation will reduce risk or increase returns. See "Special Risk
Factors--Foreign Securities" below.

U.S. Growth/U.S. Value. The allocation between U.S. growth stocks and U.S. value
stocks seeks to reduce the risk, over a full market cycle, of holding growth
stocks or value stocks alone. See "Growth and Value Stocks" below.

FIXED INCOME. The fixed income portion of each Horizon Portfolio may be invested
in a broad variety of fixed income securities including, without limitation: (a)
obligations issued or guaranteed by the U.S. Government or by its agencies or
instrumentalities; (b) bonds, debentures, convertible debt instruments,
assignments or participation in loans, notes, commercial paper, and other debt
securities of corporations, trusts and other entities; (c) certificates of
deposit, bankers' acceptances and time deposits and (d) cash and cash
equivalents, including repurchase agreements. The fixed income portion of each
Horizon Portfolio will be comprised of U.S. Dollar denominated instruments.

Each Horizon Portfolio attempts to limit its exposure to credit risk by imposing
limits on the quality of specific securities in its Portfolio and by maintaining
a relatively high average weighted credit quality. Credit quality refers to a
fixed income security issuer's expected ability to make all required interest
and principal payments in a timely manner. Higher rated fixed income securities
generally represent less risk than lower or non-rated securities. Ratings
published by nationally recognized rating agencies such as S&P and Moody's are
widely accepted measures of credit risk. The fixed income portion of each
Horizon Portfolio will be invested in securities that are rated at the time of
purchase within the four highest grades assigned by Moody's, S&P, Fitch
Investors Service, Inc. ("Fitch") or Duff & Phelps Credit Rating Co. ("Duff") or
any other Nationally Recognized Statistical Rating Organization ("NRSRO") as
designated by the Securities and Exchange Commission, or will be of comparable
quality as determined by the investment manager, provided that up to 10% of the
fixed income portion of each Horizon Portfolio may be invested in securities
that are lower rated ("junk bonds"). The top four ratings currently assigned by
these organizations are as follows: Moody's (Aaa, Aa, A or Baa), S&P (AAA, AA, A
or BBB), Fitch (AAA, AA, A or BBB) and Duff (AAA, AA, A or BBB). In addition,
under normal conditions, each Horizon Portfolio expects to maintain a relatively
high average dollar-weighted credit quality (i.e., within the top two rating
categories of an NRSRO or comparable as determined by the investment manager).
Average dollar-weighted credit quality is calculated by averaging the ratings of
each fixed income security held by a Horizon Portfolio with each rating
"weighted" according to the percentage of assets that it represents. Average
dollar-weighted credit quality is not a precise measure of the credit risk
presented by a Horizon Portfolio of fixed income securities. For instance, a
combination of securities that are rated AAA and securities that are rated BB
that together result in an average weighted credit quality of AA may present
more risk than a group of just AA rated securities.

After a Horizon Portfolio purchases a security, its quality level may fall below
that at which it was purchased (i.e., downgraded). In such instance, the Horizon
Portfolio would not be required to sell the security, but the investment manager
will consider such an event in determining whether the Horizon Portfolio should
continue to hold the security. The ratings of NRSROs represent their opinions as
to the quality of the securities that they undertake to rate. It should be
emphasized, however, that ratings, and other opinions as to quality, are
relative and subjective and are not absolute standards of quality. For a
discussion of lower rated and non-rated securities and related risks, see
"Special Risk Factors -- High Yield (High Risk) Bonds" below.

Each Horizon Portfolio attempts to limit its exposure to interest rate risk by
maintaining a relatively short duration. Interest rate risk is the risk that the
value of the fixed income securities may rise or fall as interest rates change.
Under normal conditions, the target duration of the fixed-income portion of each
Horizon Portfolio is approximately 2.5 years, although it may range from 1.5 to
3.5 years depending upon market conditions. "Duration," and the more traditional
"average dollar-weighted maturity," are measures of how a fixed income portfolio
tend to react to interest rate changes. Each fixed income security held by a
Horizon Portfolio has a stated maturity. The stated maturity is the date when
the issuer must repay the entire principal amount to an investor. A security's
term to maturity is the time remaining to maturity. A security will be treated
as having a maturity earlier than its stated maturity date if the security has
technical features (such as puts or demand features) or a variable rate of
interest that, in the judgment of the investment manager, will result in the
security being valued in the market as though it has the earlier maturity.
Average dollar-weighted maturity is calculated

16
<PAGE> 19

by averaging the terms to maturity of each fixed income security held by each
Horizon Portfolio with each maturity "weighted" according to the percentage of
assets that it represents. Unlike average dollar-weighted maturity, duration
reflects both principal and interest payments and is designed to measure more
accurately a portfolio's sensitivity to incremental changes in interest rates
than does average weighted maturity. By way of example, if the duration of a
Horizon Portfolio's fixed income securities were two years, and interest rates
decreased by 100 basis points ( a basis point is one-hundredth of one percent),
the market price of that portfolio of fixed income securities would be expected
to increase by approximately 2%.

GROWTH AND VALUE STOCKS. Certain Portfolios of the Fund intend to invest in
growth stocks or value stocks, or a combination thereof. Equity portfolios
managed by ZKI typically invest in growth stocks. These include the following
Portfolios: Total Return (stock portion), Growth, International, Small Cap
Growth, Value+Growth (growth stock portion), and Horizon (growth stock portion).
Equity portfolios managed by DVA typically invest in value stocks. These include
the following Portfolios: Value, Small Cap Value, Value+Growth (value stock
portion) and Horizon (value stock portion).

Growth stocks are stocks of companies whose earnings per share are expected by
the investment manager to grow faster than the market average. Growth stocks
tend to trade at higher price to earnings (P/E) ratios than the general market,
but the investment manager believes that the potential of such stocks for above
average earnings more than justifies their price. Value stocks are considered
"bargain stocks" because they are perceived as undervalued, i.e., attractively
priced in relation to their earnings potential (low P/E ratios). Value stocks
typically have dividend yields higher than the average of the companies
represented in the S&P 500 Stock Index. Typically, stocks of both types will
have market capitalizations in excess of $1 billion, except those stocks
selected for inclusion in the Small Cap Growth and Small Cap Value Portfolios,
which will typically have market capitalizations ranging from approximately $100
million to $1 billion.

In managing growth stocks, ZKI emphasizes stock selection and fundamental
research in seeking to enhance long-term performance potential. ZKI considers a
number of quantitative and qualitative factors in considering whether to invest
in a growth stock including high return on equity and earnings growth rate, low
level of debt, strong balance sheet, good management and industry leadership.
Other factors considered by ZKI in making its investments in growth stocks are
patterns of increasing growth in sales and earnings, the development of new or
improved products or services, favorable outlooks for growth in the industry,
the probability of increased operating efficiencies, emphasis on research and
development, cyclical conditions, or other signs that a company is expected to
show greater than average capital appreciation and earnings growth.

In managing value stocks, DVA seeks stocks it believes to be undervalued.
Securities of a company may be undervalued as a result of overreaction by
investors to unfavorable news about a company, industry or the stock markets in
general or as a result of a market decline, poor economic conditions, tax-loss
selling or actual or anticipated unfavorable developments affecting the company.
The principal factor considered in determining whether a stock is undervalued is
P/E ratios.

DVA believes that the risk in owning stocks can be reduced by investing in
companies with sound finances whose current market prices are low in relation to
earnings. In determining whether a company's finances are sound, DVA considers
among other things, its cash position and current ratio (current assets compared
to current liabilities) and, in this regard, considers a 2:1 ratio to be
favorable. DVA applies quantitative analysis to its research process, and begins
by screening a large number of stocks. In selecting among stocks with low P/E
ratios, DVA considers other factors such as the following about the issuer:
financial strength; book-to-market value; five and ten-year earnings growth
rates; five and ten-year dividend growth rates; five and ten-year return on
equity; size of institutional ownership; and earnings estimates for the next 12
months.

Fundamental analysis is used on companies that initially look promising.
Earnings and cash flow analysis as well as a company's conventional dividend
payout ratio are important to this process.

The policies of certain Portfolios of investing in securities that may be out of
favor differs from the investment approach followed by many other investment
companies. Companies reporting poor earnings, whose businesses are cyclically
down, whose prices have declined sharply or that are not widely followed are not
typically held by most investment companies. It is DVA's belief, however, that
the securities of sound, well-managed companies that may be temporarily out of
favor due to earnings declines or other adverse developments are likely to
provide a greater total investment return than securities whose prices appear to
reflect anticipated favorable developments.

The allocation between growth and value stocks in the Value+Growth and Horizon
Portfolios will be made by ZKI's Quantitative Research Department with the help
of a proprietary model that evaluates macro-economic factors such as the
strength of the economy, interest rates and special factors concerning growth
and value

17
<PAGE> 20

stocks. Historically, the performance of growth and value stocks has tended to
be counter-cyclical, i.e., when one was in favor, the other was out of favor
relative to the equity market in general. Through the allocation process, the
investment manager will seek to weight the Portfolio more heavily in the type of
stocks that are believed to present greater total return opportunities at the
time. The neutral allocation between growth and value stocks would be 50%/50%.
Although allocations in favor of growth or value normally would not be expected
to exceed 60%, the allocation to growth or value may be up to 75% at any time.
Allocation decisions are normally based upon long-term considerations and
changes would normally be expected to be gradual. There is no assurance that the
allocation process will improve investment results.

SPECIAL RISK FACTORS--HIGH YIELD (HIGH RISK) BONDS. As reflected above, the
High Yield Portfolio intends to invest a substantial portion of its assets in
fixed income securities offering high current income. Subject to their specific
investment objectives and policies as described above, the Total Return,
Government Securities, Investment Grade Bond and Horizon Portfolios also may
invest a portion of their assets in such securities. Such high yield (high risk)
fixed income securities will ordinarily be in the lower rating categories
(securities rated below the fourth category) of recognized rating agencies or
will be non-rated. Lower rated and non-rated securities, which are commonly
referred to as "junk bonds," have widely varying characteristics and quality.
These lower rated and non-rated fixed income securities are considered, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation and generally
will involve more credit risk than securities in the higher rating categories.

The market values of such securities tend to reflect individual corporate
developments to a greater extent than do those of higher rated securities, which
react primarily to fluctuations in the general level of interest rates. Such
lower rated securities also are more sensitive to economic conditions than are
higher rated securities. Adverse publicity and investor perceptions regarding
lower rated bonds, whether or not based on fundamental analysis, may depress the
prices for such securities. These and other factors adversely affecting the
market value of high yield securities will adversely affect a Portfolio's net
asset value.

The investment philosophy of the High Yield Portfolio with respect to high yield
(high risk) bonds is based upon the premise that over the long term a broadly
diversified portfolio of high yield fixed-income securities should, even taking
into account possible losses, provide a higher net return than that achievable
on a portfolio of higher rated securities. The Portfolio seeks to achieve the
highest yields possible while reducing relative risk through (a) broad
diversification, (b) credit analysis by the investment manager of the issuers in
which the Portfolio invests, (c) purchase of high yield securities at discounts
from par or stated value when practicable and (d) monitoring and seeking to
anticipate changes and trends in the economy and financial markets that might
affect the prices of portfolio securities. The investment manager's judgment as
to the "reasonableness" of the risk involved in any particular investment will
be a function of its experience in managing fixed income investments and its
evaluation of general economic and financial conditions, a specific issuer's
business and management, cash flow, earnings coverage of interest and dividends,
ability to operate under adverse economic conditions, and fair market value of
assets, and of such other considerations as the investment manager may deem
appropriate. The investment manager, while seeking maximum current yield, will
monitor current corporate developments with respect to portfolio securities and
potential investments and to broad trends in the economy. In some circumstances,
defensive strategies may be implemented to preserve or enhance capital even at
the sacrifice of current yield. Defensive strategies, which may be used singly
or in any combination, may include, but are not limited to, investments in
discount securities or investments in money market instruments as well as
futures and options strategies.

High yield (high risk) securities frequently are issued by corporations in the
growth stage of their development. They may also be issued in connection with a
corporate reorganization or a corporate takeover. Companies that issue such high
yielding securities often are highly leveraged and may not have available to
them more traditional methods of financing. Therefore, the risk associated with
acquiring the securities of such issuers generally is greater than is the case
with higher rated securities. For example, during an economic downturn or
recession, highly leveraged issuers of high yield securities may experience
financial stress. During such periods, such issuers may not have sufficient
revenues to meet their interest payment obligations. The issuer's ability to
service its debt obligations may also be adversely affected by specific
corporate developments, or the issuer's inability to meet specific projected
business forecasts, or the unavailability of additional financing. The risk of
loss from default by the issuer is significantly greater for the holders of high
yield securities because such securities are generally unsecured and are often
subordinated to other creditors of the issuer. Although some risk is inherent in
all securities ownership, holders of fixed income securities have a claim on the
assets of the issuer prior to the holders of common stock. Therefore, an
investment in fixed income securities generally entails less risk than an
investment in common stock of the same issuer.

18
<PAGE> 21

A Portfolio may have difficulty disposing of certain high yield (high risk)
securities because they may have a thin trading market. Because not all dealers
maintain markets in all high yield securities, the Fund anticipates that such
securities could be sold only to a limited number of dealers or institutional
investors. The lack of a liquid secondary market may have an adverse effect on
market price and a Portfolio's ability to dispose of particular issues and may
also make it more difficult for a Portfolio to obtain accurate market quotations
for purposes of valuing a Portfolio's assets. Market quotations generally are
available on many high yield issues only from a limited number of dealers and
may not necessarily represent firm bids of such dealers or prices for actual
sales.

Zero coupon securities and pay-in-kind bonds involve additional special
considerations. Zero coupon securities are debt obligations that do not entitle
the holder to any periodic payments of interest prior to maturity or a specified
cash payment date when the securities begin paying current interest (the "cash
payment date") and therefore are issued and traded at a discount from their face
amount or par value. The market prices of zero coupon securities are generally
more volatile than the market prices of securities that pay interest
periodically and are likely to respond to changes in interest rates to a greater
degree than do securities paying interest currently having similar maturities
and credit quality. Zero coupon, pay-in-kind or deferred interest bonds carry
additional risk in that, unlike bonds that pay interest throughout the period to
maturity, a Portfolio will realize no cash until the cash payment date unless a
portion of such securities is sold and, if the issuer defaults, a Portfolio may
obtain no return at all on its investment.

Current federal income tax law requires the holder of a zero coupon security or
of certain pay-in-kind bonds (bonds which pay interest through the issuance of
additional bonds) to accrue income with respect to these securities prior to the
receipt of cash payments. To maintain its qualification as a regulated
investment company and avoid liability for federal income and excise taxes, a
Portfolio will be required to distribute income accrued with respect to these
securities and may be required to dispose of portfolio securities under
disadvantageous circumstances in order to generate cash to satisfy these
distribution requirements.

Additional information concerning high yield (high risk) securities appears
under "Appendix--Portfolio Composition of High Yield Bonds" in this prospectus
and under "Appendix--Ratings of Investments" in the Statement of Additional
Information.

SPECIAL RISK FACTORS--FOREIGN SECURITIES. The Total Return, High Yield, Growth,
Small Cap Growth, Investment Grade Bond and Value+Growth Portfolios invest
primarily in securities that are publicly traded in the United States; but, they
have discretion to invest a portion of their assets in foreign securities that
are traded principally in securities markets outside the United States. As a
non-fundamental policy, these Portfolios currently limit investment in foreign
securities not publicly traded in the United States to 25% of their total
assets. The Horizon Portfolios will invest in foreign securities at a target
level normally ranging from 20% to 40% of the allocation of each Portfolio to
equity securities. See "Horizon Portfolios" above. These Portfolios may also
invest without limit in U.S. Dollar denominated American Depository Receipts
("ADRs") which are bought and sold in the United States and are not subject to
the preceding limitation. The Value and Small Cap Value Portfolios may invest up
to 20% of their assets in securities of foreign companies in the form of ADRs.
Foreign securities in which a Portfolio may invest include any type of security
consistent with that Portfolio's investment objective and policies. In
connection with their foreign securities investments, such Portfolios may, to a
limited extent, engage in foreign currency exchange transactions and purchase
and sell foreign currency options and foreign currency futures contracts as a
hedge and not for speculation. The International Portfolio may invest without
limit in foreign securities and may engage in foreign currency exchange
transactions and may purchase and sell foreign currency options and foreign
currency futures contracts. See "Investment Techniques--Options and Financial
Futures Transactions--Foreign Currency Transactions." The Money Market Portfolio
and Government Securities Portfolio, each within its quality standards, may also
invest in securities of foreign issuers. However, such investments will be in
U.S. Dollar denominated instruments.

Foreign securities involve currency risks. The U.S. Dollar value of a foreign
security tends to decrease when the value of the U.S. Dollar rises against the
foreign currency in which the security is denominated and tends to increase when
the value of the U.S. Dollar falls against such currency. Fluctuations in
exchange rates may also affect the earning power and asset value of the foreign
entity issuing the security. Dividend and interest payments may be repatriated
based on the exchange rate at the time of disbursement or payment, and
restrictions on capital flows may be imposed. Losses and other expenses may be
incurred in converting between various currencies.

Foreign securities may be subject to foreign government taxes that reduce their
attractiveness. Other risks of investing in such securities include political or
economic instability in the country involved, the difficulty of

19
<PAGE> 22

predicting international trade patterns and the possibility of imposition of
exchange controls. The prices of such securities may be more volatile than those
of domestic securities. In addition, there may be less publicly available
information about foreign issuers than about domestic issuers. Many foreign
issuers are not subject to uniform accounting, auditing and financial reporting
standards comparable to those applicable to domestic issuers. There is generally
less regulation of stock exchanges, brokers, banks, and listed companies abroad
than in the United States. With respect to certain foreign countries, there is a
possibility of expropriation or diplomatic developments which could affect
investment in these countries.

EMERGING MARKETS. While a Portfolio's investments in foreign securities will
principally be in developed countries, a Portfolio may make investments in
developing or "emerging" countries, which involve exposure to economic
structures that are generally less diverse and mature than in the United States,
and to political systems that may be less stable. A developing or emerging
market country can be considered to be a country that is in the initial stages
of its industrialization cycle. Currently, emerging markets generally include
every country in the world other than the United States, Canada, Japan,
Australia, New Zealand, Hong Kong, Singapore and most Western European
countries. Currently, investing in many emerging markets may not be desirable or
feasible because of the lack of adequate custody arrangements for a Portfolio's
assets, overly burdensome repatriation and similar restrictions, the lack of
organized and liquid securities markets, unacceptable political risks or other
reasons. As opportunities to invest in securities in emerging markets develop, a
Portfolio may expand and further broaden the group of emerging markets in which
it invests. In the past, markets of developing or emerging market countries have
been more volatile than the markets of developed countries; however, such
markets often have provided higher rates of return to investors. The investment
manager believes that these characteristics can be expected to continue in the
future.

Many of the risks described above relating to foreign securities generally will
be greater for emerging markets than for developed countries. For instance,
economies in individual developing markets may differ favorably or unfavorably
from the U.S. economy in such respects as growth of domestic product, rates of
inflation, currency depreciation, capital reinvestment, resource
self-sufficiency and balance of payments positions. Many emerging markets have
experienced substantial rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative
effects on the economies and securities markets of certain developing markets.
Economies in emerging markets generally are dependent heavily upon international
trade and, accordingly, have been and may continue to be affected adversely by
trade barriers, exchange controls, managed adjustments in relative currency
values and other protectionist measures imposed or negotiated by the countries
with which they trade. These economies also have been and may continue to be
affected adversely by economic conditions in the countries with which they
trade.

Also, the securities markets of developing countries are substantially smaller,
less developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure, regulatory and
accounting standards in many respects are less stringent than in the United
States and other developed markets. There also may be a lower level of
monitoring and regulation of developing markets and the activities of investors
in such markets, and enforcement of existing regulations has been extremely
limited.

In addition, brokerage commissions, custodial services and other needs relating
to investment in foreign markets generally are more expensive than in the United
States; this is particularly true with respect to emerging markets. Such markets
have different settlement and clearance procedures. 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.
Such settlement problems may cause emerging market securities to be illiquid.
The inability of a Portfolio to make intended securities purchases because of
settlement problems could cause the Portfolio to miss attractive investment
opportunities. Inability to dispose of a portfolio security because of
settlement problems could result in losses to a Portfolio from subsequent
declines in value of the portfolio security or, if a Portfolio has entered into
a contract to sell the security, it could result in possible liability to the
purchaser. Certain emerging markets may lack clearing facilities equivalent to
those in developed countries. Accordingly, settlements can pose additional risks
in such markets and ultimately can expose a Portfolio to the risk of losses
resulting from the Portfolio's inability to recover from a counterparty.

The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading in securities may cease or may be
substantially curtailed and prices for a Portfolio's securities in such markets
may not be readily available. A Portfolio's securities in the affected markets
will be valued at fair value determined in good faith by or under the direction
of the Board of Trustees of the Fund.

Investment in certain emerging market securities is restricted or controlled to
varying degrees. These restrictions or controls may at times limit or preclude
foreign investment in certain emerging market securities and increase

20
<PAGE> 23

the costs and expenses of a Portfolio. 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 country's balance of payments, the market could impose
temporary restrictions on foreign capital remittances.

FIXED INCOME. Since most foreign fixed income securities are not rated, a
Portfolio will invest in foreign fixed income securities based upon the
investment manager's analysis without relying on published ratings. Since such
investments will be based upon the investment manager's analysis rather than
upon published ratings, achievement of a Portfolio's goals may depend more upon
the abilities of the investment manager than would otherwise be the case.

The value of the foreign fixed income securities held by a Portfolio, and thus
the net asset value of the Portfolio's shares, generally will fluctuate with (a)
changes in the perceived creditworthiness of the issuers of those securities,
(b) movements in interest rates, and (c) changes in the relative values of the
currencies in which a Portfolio's investments in fixed income securities are
denominated with respect to the U.S. Dollar. The extent of the fluctuation will
depend on various factors, such as the average maturity of a Portfolio's
investments in foreign fixed income securities, and the extent to which a
Portfolio hedges its interest rate, credit and currency exchange rate risks.
Many of the foreign fixed income obligations in which a Portfolio will invest
will have long maturities. A longer average maturity generally is associated
with a higher level of volatility in the market value of such securities in
response to changes in market conditions.

Investments in sovereign debt, including Brady Bonds, involve special risks.
Brady Bonds are debt securities issued under a plan implemented to allow debtor
nations to restructure their outstanding commercial bank indebtedness. Foreign
governmental issuers of debt or the governmental authorities that control the
repayment of the debt may be unable or unwilling to repay principal or pay
interest when due. In the event of default, there may be limited or no legal
recourse in that, generally, remedies for defaults must be pursued in the courts
of the defaulting party. Political conditions, especially a sovereign entity's
willingness to meet the terms of its fixed income securities, are of
considerable significance. Also, there can be no assurance that the holders of
commercial bank loans to the same sovereign entity may not contest payments to
the holders of sovereign debt in the event of default under commercial bank loan
agreements. In addition, there is no bankruptcy proceeding with respect to
sovereign debt on which a sovereign has defaulted, and a Portfolio may be unable
to collect all or any part of its investment in a particular issue.

Foreign investment in certain sovereign debt is restricted or controlled to
varying degrees, including requiring governmental approval for the repatriation
of income, capital or proceeds of sales by foreign investors. These restrictions
or controls may at times limit or preclude foreign investment in certain
sovereign debt or increase the costs and expenses of a Portfolio. A significant
portion of the sovereign debt in which a Portfolio may invest is issued as part
of debt restructuring and such debt is to be considered speculative. There is a
history of defaults with respect to commercial bank loans by public and private
entities issuing Brady Bonds. All or a portion of the interest payments and/or
principal repayment with respect to Brady Bonds may be uncollateralized.

PRIVATIZED ENTERPRISES. Investments in foreign securities may include securities
issued by enterprises that have undergone or are currently undergoing
privatization. The governments of certain foreign countries have, to varying
degrees, embarked on privatization programs contemplating the sale of all or
part of their interests in state enterprises. A Portfolio's investments in the
securities of privatized enterprises include privately negotiated investments in
a government or state-owned or controlled company or enterprise that has not yet
conducted an initial equity offering, investments in the initial offering of
equity securities of a state enterprise or former state enterprise and
investments in the securities of a state enterprise following its initial equity
offering.

In certain jurisdictions, the ability of a foreign entity, such as a Portfolio
of the Fund, to participate in privatizations may be limited by local law, or
the price or terms on which a Portfolio of the Fund may be able to participate
may be less advantageous than for local investors. Moreover, there can be no
assurance that governments that have embarked on privatization programs will
continue to divest their ownership of state enterprises, that proposed
privatizations will be successful or that governments will not re-nationalize
enterprises that have been privatized.

In the case of the enterprises in which a Portfolio of the Fund may invest,
large blocks of the stock of those enterprises may be held by a small group of
stockholders, even after the initial equity offerings by those enterprises. The
sale of some portion or all of those blocks could have an adverse effect on the
price of the stock of any such enterprise.

Prior to making an initial equity offering, most state enterprises or former
state enterprises go through an internal reorganization or management. Such
reorganizations are made in an attempt to better enable these

21
<PAGE> 24

enterprises to compete in the private sector. However, certain reorganizations
could result in a management team that does not function as well as the
enterprise's prior management and may have a negative effect on such enterprise.
In addition, the privatization of an enterprise by its government may occur over
a number of years, with the government continuing to hold a controlling position
in the enterprise even after the initial equity offering for the enterprise.

Prior to privatization, most of the state enterprises in which a Portfolio may
invest enjoy the protection of and receive preferential treatment from the
respective sovereigns that own or control them. After making an initial equity
offering these enterprises may no longer have such protection or receive such
preferential treatment and may become subject to market competition from which
they were previously protected. Some of these enterprises may not be able to
effectively operate in a competitive market and may suffer losses or experience
bankruptcy due to such competition.

DEPOSITORY RECEIPTS. For many foreign securities, there are U.S.
Dollar-denominated ADRs, which are bought and sold in the United States and are
issued by domestic banks. ADRs represent the right to receive securities of
foreign issuers deposited in the domestic bank or a correspondent bank. ADRs do
not eliminate all the risk inherent in investing in the securities of foreign
issuers, such as changes in foreign currency exchange rates. However, by
investing in ADRs rather than directly in foreign issuers' stock, the Portfolios
avoid currency risks during the settlement period. In general, there is a large,
liquid market in the United States for most ADRs. Securities of foreign issuers
are also available in the form of European Depository Receipts ("EDRs") and
Global Depository Receipts ("GDRs"), which are receipts evidencing an
arrangement with a bank similar to that for ADRs and are designed for use in
European and other foreign securities markets. EDRs and GDRs are not necessarily
denominated in the currency of the underlying security.

SPECIAL RISK FACTORS--SMALL CAP SECURITIES. As reflected above, the Small Cap
Growth and Small Cap Value Portfolios intend to invest a substantial portion of
their assets in equity securities of small companies, i.e., those having a
market capitalization of $1 billion or less at the time of investment.
Investments in securities of companies with small market capitalizations are
generally considered to offer greater opportunity for appreciation and to
involve greater risks of depreciation than securities of companies with larger
market capitalizations. Smaller companies often have limited product lines,
markets or financial resources, and they may be dependent upon one or a few key
people for management. Since the securities of such companies are not as broadly
traded as those of companies with larger market capitalizations, these
securities are often subject to wider and more abrupt fluctuations in market
price.

Among the reasons for the greater price volatility of these securities are the
less certain growth prospects of smaller firms, a lower degree of liquidity in
the markets for such stocks compared to larger capitalization stocks or the
market averages in general, and the greater sensitivity of small companies to
changing economic conditions. In addition to exhibiting greater volatility,
small company stocks may, to a degree, fluctuate independently of larger company
stocks. Small company stocks may decline in price as large company stock prices
rise, or rise in price as large company stock prices decline. Investors should
therefore expect that the value of the shares of the Small Cap Growth and Small
Cap Value Portfolios may be more volatile than the shares of a portfolio that
invests in larger capitalization stocks.

THE FUND. The portfolio turnover rates for the Total Return, High Yield, Growth,
Government Securities, International and Small Cap Growth Portfolios are listed
under "Financial Highlights." Since securities with maturities of less than one
year are excluded from portfolio turnover rate calculations, the portfolio
turnover rate for the Money Market Portfolio is zero. It is anticipated that,
under normal circumstances, the portfolio turnover rate for the Value, Small Cap
Value, Value+Growth and Horizon Portfolios will not exceed 100%. The Investment
Grade Bond Portfolio may experience a relatively high portfolio turnover rate
(over 100%). Frequency of portfolio turnover will not be a limiting factor
should a Portfolio's investment manager deem it desirable to purchase or sell
securities. Higher portfolio turnover (over 100%) involves correspondingly
greater brokerage commissions or other transaction costs. Higher portfolio
turnover may result in the realization of greater net short-term capital gains.
In order to continue to qualify as a regulated investment company for federal
income tax purposes, less than 30% of the annual gross income of a Portfolio
must be derived from the sale or disposition of securities and certain other
investments held by a Portfolio for less than three months. See "Dividends and
Taxes" in the Statement of Additional Information.

A Portfolio will not, as a non-fundamental policy, purchase illiquid securities
including repurchase agreements maturing in more than seven days, if, as a
result thereof, more than 15% (10% for the Money Market Portfolio) of the
Portfolio's net assets, valued at the time of the transactions, would be
invested in such securities.

22
<PAGE> 25

INVESTMENT TECHNIQUES

LENDING OF PORTFOLIO SECURITIES. Consistent with applicable regulatory
requirements, each Portfolio may lend securities (principally to broker-dealers)
where such loans are callable at any time and are continuously secured by
segregated collateral (cash or U.S. Government securities) equal to no less than
the market value, determined daily, of the securities loaned. The Portfolio will
receive amounts equal to dividends or interest on the securities loaned. It will
also earn income for having made the loan. Any cash collateral pursuant to these
loans will be invested in short-term money market instruments. As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the collateral should the borrower of the securities fail financially.
However, the loans would be made only to firms deemed by the Portfolio's
investment manager to be of good standing, and when the Portfolio's investment
manager believes the potential earnings to justify the attendant risk.
Management will limit such lending to not more than one-third of the value of a
Portfolio's total assets.

OPTIONS AND FINANCIAL FUTURES TRANSACTIONS. Each Portfolio except the Money
Market Portfolio may deal in options on securities and securities indices, which
options may be listed for trading on a national securities exchange or traded
over-the-counter, except that the Value and Small Cap Value Portfolios do not
engage in over-the-counter options transactions. The ability to engage in
options transactions enables a Portfolio to pursue its investment objective and
also to hedge against currency and market risks but is not intended for
speculation. In connection with their foreign securities investments, the Total
Return, High Yield, Growth, International, Small Cap Growth, Investment Grade
Bond and Horizon Portfolios may also purchase and sell, and the Value+Growth
Portfolio may purchase, foreign currency options.

The Government Securities Portfolio individually may write (sell) covered call
options on up to 100% of net assets, may write (sell) secured put options on up
to 50% of net assets and may purchase put and call options provided that no more
than 5% of net assets may be invested in premiums on such options. The Total
Return, High Yield, Growth, International, Small Cap Growth, Investment Grade
Bond and Horizon Portfolios may write (sell) covered call and secured put
options on up to 25% of net assets and may purchase put and call options
provided that no more than 5% of its net assets may be invested in premiums on
such options. The Value+Growth Portfolio may purchase put and call options
provided that no more than 5% of its net assets may be invested in premiums on
such options.

The Value and Small Cap Value Portfolios are authorized to sell covered call
options on all of the stocks they hold. No put option will be sold, however, if
as a result, either Portfolio would be obligated to purchase securities whose
total value exceeds 50% of its net assets.

The Portfolios may write (sell) covered call options so long as they own
securities or other assets that are acceptable for escrow purposes. Also, such
Portfolios may write (sell) secured put options, which means that so long as the
Portfolio is obligated as a writer of a put option, it will invest an amount not
less than the exercise price of the put option in money market instruments.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying security or other asset at the exercise price
during the option period. A put option gives the purchaser the right to sell,
and the writer the obligation to buy, the underlying security or other asset at
the exercise price during the option period. The writer of a covered call owns
securities or other assets that are acceptable for escrow and the writer of a
secured put invests an amount not less than the exercise price in eligible
securities or other assets to the extent that it is obligated as a writer. If a
call written by a Portfolio is exercised, the Portfolio foregoes any possible
profit from an increase in the market price of the underlying security or other
asset over the exercise price plus the premium received. In writing puts, there
is a risk that a Portfolio may be required to take delivery of the underlying
security or other asset at a disadvantageous price.

Over-the-counter traded options ("OTC options") differ from exchange traded
options in several respects. Such options are transacted with dealers directly
and not with a clearing corporation and there is a risk of non-performance by
the dealer as a result of the insolvency of such dealer or otherwise, in which
event a Portfolio may experience material losses. However, in writing options
the premium is paid in advance by the dealer. OTC options are available for a
greater variety of securities or other assets, and a wider range of expiration
dates and exercise prices, than for exchange traded options.

A Portfolio, as part of its option transactions, also may use index options.
Through the writing or purchase of index options a Portfolio can achieve many of
the same objectives as through the use of options on individual securities.
Options on securities indices are similar to options on a security except that,
rather than the right to take or make delivery of a security at a specified
price, an option on a securities index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the
securities index upon which

23
<PAGE> 26

the option is based is greater than, in the case of a call, or less than, in the
case of a put, the exercise price of the option.

Price movements in securities which a Portfolio owns or intends to purchase
probably will not correlate perfectly with movements in the level of an index
and, therefore, a Portfolio bears the risk of a loss on an index option which is
not completely offset by movements in the price of such securities. Because
index options are settled in cash, a call writer cannot determine the amount of
its settlement obligations in advance and, unlike call writing on specific
securities, cannot provide in advance for, or cover, its potential settlement
obligations by acquiring and holding the underlying securities.

Each Portfolio except the Money Market Portfolio may engage in financial futures
transactions. Financial futures contracts are commodity contracts that obligate
the long or short holder to take or make delivery of a specified quantity of a
financial instrument, such as a security, or the cash value of a securities
index during a specified future period at a specified price. A Portfolio will
"cover" futures contracts sold by the Portfolio and maintain in a segregated
account certain liquid assets in connection with futures contracts purchased by
the Portfolio as described under "Investment Policies and Techniques" in the
Statement of Additional Information. In connection with their foreign securities
investments, the Total Return, High Yield, Growth, International, Small Cap
Growth, Investment Grade Bond, Value+Growth and Horizon Portfolios may also
engage in foreign currency financial futures transactions. A Portfolio will not
enter into any futures contracts or options on futures contracts if the
aggregate of the contract value of the outstanding futures contracts of the
Portfolio and futures contracts subject to outstanding options written by the
Portfolio would exceed 50% of the total assets of the Portfolio.

The Portfolios may engage in financial futures transactions and may use index
options as an attempt to hedge against currency and market risks. For example,
when the near-term market view is bearish but the portfolio composition is
judged satisfactory for the longer term, exposure to temporary declines in the
market may be reduced by entering into futures contracts to sell securities or
the cash value of an index. Conversely, where the near-term view is bullish, but
a Portfolio is believed to be well positioned for the longer term with a high
cash position, the Portfolio can hedge against market increases by entering into
futures contracts to buy securities or the cash value of an index. In either
case, the use of futures contracts would tend to reduce portfolio turnover and
facilitate a Portfolio's pursuit of its investment objective. Also, if a
Portfolio owned long-term bonds and interest rates were expected to rise, it
could sell financial futures contracts. If interest rates did increase, the
value of the bonds in the Portfolio would decline, but this decline would be
offset in whole or in part by an increase in the value of the Portfolio's
futures contracts. If, on the other hand, long-term interest rates were expected
to decline, the Portfolio could hold short-term debt securities and benefit from
the income earned by holding such securities, while at the same time the
Portfolio could purchase futures contracts on long-term bonds or the cash value
of a securities index. Thus, the Portfolio could take advantage of the
anticipated rise in the value of long-term bonds without actually buying them.
The futures contracts and short-term debt securities could then be liquidated
and the cash proceeds used to buy long-term bonds.

Futures contracts entail risks. If the investment manager's judgment about the
general direction of interest rates, markets or exchange rates is wrong, the
overall performance may be poorer than if no such contracts had been entered
into. There may be an imperfect correlation between movements in prices of
futures contracts and portfolio assets being hedged. In addition, the market
prices of futures contracts may be affected by certain factors. If participants
in the futures market elect to close out their contracts through offsetting
transactions rather than meet margin requirements, distortions in the normal
relationship between the assets and futures market could result. Price
distortions also could result if investors in futures contracts decide to make
or take delivery of underlying securities or other assets rather than engage in
closing transactions because of the resultant reduction in the liquidity of the
futures market. In addition, because, from the point of view of speculators,
margin requirements in the futures market are less onerous than margin
requirements in the cash market, increased participation by speculators in the
futures market could cause temporary price distortions. Due to the possibility
of price distortions in the futures market and because of the imperfect
correlation between movements in the prices of securities or other assets and
movements in the prices of futures contracts, a correct forecast of market
trends by the investment manager still may not result in a successful hedging
transaction. A Portfolio could also experience losses if it could not close out
its futures position because of an illiquid secondary market. If any of these
events should occur, a Portfolio could lose money on the financial futures
contracts and also on the value of its portfolio assets. The costs incurred in
connection with futures transactions could reduce a Portfolio's return.

24
<PAGE> 27

Index options involve risks similar to those risks relating to transactions in
financial futures contracts described above. Also, an option purchased by a
Portfolio may expire worthless, in which case a Portfolio would lose the premium
paid therefor.

A Portfolio may engage in futures transactions only on commodities exchanges or
boards of trade. A Portfolio will not engage in transactions in index options,
financial futures contracts or related options for speculation, but only as an
attempt to hedge against changes in interest rates or market conditions
affecting the values of securities which the Portfolio owns or intends to
purchase.

FOREIGN CURRENCY TRANSACTIONS. As indicated under "Investment Objectives,
Policies and Risk Factors--Special Risk Factors--Foreign Securities," the Total
Return, High Yield, Growth, Small Cap Growth, Investment Grade Bond,
Value+Growth and Horizon Portfolios may invest a limited portion of their
assets, and the International Portfolio may invest without limit, in securities
denominated in foreign currencies. These Portfolios may engage in foreign
currency transactions in connection with their investments in foreign securities
but will not speculate in foreign currency exchange.

The value of the foreign securities investments of a Portfolio measured in U.S.
Dollars (including ADRs) may be affected favorably or unfavorably by changes in
foreign currency exchange rates and exchange control regulations, and the
Portfolio may incur costs in connection with conversions between various
currencies. A Portfolio 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 forward contracts to purchase or sell
foreign currencies. A forward foreign currency exchange contract involves an
obligation to purchase or sell 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. These contracts are traded
directly between currency traders (usually large commercial banks) and their
customers.

When a Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign currency, it may want to establish the U.S. Dollar cost
or proceeds, as the case may be. By entering into a forward contract in U.S.
Dollars for the purchase or sale of the amount of foreign currency involved in
an underlying security transaction, the Portfolio is able to protect itself
against a possible loss between trade and settlement date resulting from an
adverse change in the relationship between the U.S. Dollar and such foreign
currency. However, this tends to limit potential gains that might result from a
positive change in such currency relationships. A Portfolio may also hedge its
foreign currency exchange rate risk by engaging in currency financial futures
and options transactions.

When the investment manager believes that the currency of a particular foreign
country may suffer a substantial decline against the U.S. Dollar, it may enter
into a forward contract to sell an amount of foreign currency approximating the
value of some or all of the Portfolio's securities denominated in such foreign
currency. In this situation the International Portfolio may, instead, enter into
a forward contract to sell a different foreign currency for a fixed U.S. Dollar
amount when the investment manager believes that the U.S. Dollar value of the
currency to be sold pursuant to the forward contract will fall whenever there is
a decline in the U.S. Dollar value of the currency in which portfolio securities
of the International Portfolio are denominated ("cross-hedge"). The forecasting
of short-term currency market movement is extremely difficult and whether such a
short-term hedging strategy will be successful is highly uncertain.

It is impossible to forecast with precision the market value of portfolio
securities at the expiration of a contract. Accordingly, it may be necessary for
a Portfolio to purchase additional currency on the spot market (and bear the
expense of such purchase) if the market value of the security is less than the
amount of foreign currency the Portfolio is obligated to deliver when a decision
is made to sell the security and make delivery of the foreign currency in
settlement of a forward contract. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the portfolio
security if its market value exceeds the amount of foreign currency the
Portfolio is obligated to deliver.

The Portfolios will not speculate in foreign currency exchange. A Portfolio will
not enter into such forward contracts or maintain a net exposure in such
contracts where the Fund would be obligated to deliver an amount of foreign
currency in excess of the value of the Portfolio's securities or other assets
(a) denominated in that currency or (b), in the case of a "cross-hedge" for the
International Portfolio, denominated in a currency or currencies that the Fund's
investment manager believes will have price movements that closely correlate
with that currency. The Fund's custodian bank segregates cash or liquid
high-grade debt securities in an amount not less than the value of each
Portfolio's total assets committed to forward foreign currency exchange
contracts entered into for the purchase of a foreign currency. If the value of
the securities segregated declines, additional cash or securities are added so
that the segregated amount is not less than the amount of the Portfolio's

25
<PAGE> 28

commitments with respect to such contracts. The Portfolios do not intend to
enter into such forward contracts if they would have more than 15% of the value
of their total assets committed to such contracts. A Portfolio generally does
not enter into a forward contract with a term longer than one year.

DERIVATIVES. In addition to options, financial futures and foreign currency
transactions, consistent with its objective, each Portfolio may invest in a
broad array of financial instruments and securities in which the value of the
instrument or security is "derived" from the performance of an underlying asset
or a "benchmark" such as a security index, an interest rate or a currency
("derivatives"). Derivatives are most often used in an effort to manage
investment risk, to increase or decrease exposure to an asset class or benchmark
(as a hedge or to enhance return), or to create an investment position
indirectly (often because it is more efficient or less costly than direct
investment). There is no guarantee that these results can be achieved through
the use of derivatives. The types of derivatives used by each Portfolio and the
techniques employed by the Portfolio's investment manager may change over time
as new derivatives and strategies are developed or regulatory changes occur.

SPECIAL RISK FACTORS--OPTIONS, FUTURES, FOREIGN CURRENCIES AND OTHER
DERIVATIVES. The Statement of Additional Information contains further
information about the characteristics, risks and possible benefits of options,
futures, foreign currency and other derivative transactions. See "Investment
Policies and Techniques" in the Statement of Additional Information. The
principal risks are: (a) possible imperfect correlation between movements in the
prices of options, currencies, futures or other derivatives contracts and
movements in the prices of the securities or currencies hedged, used for cover
or that the derivatives intended to replicate; (b) lack of assurance that a
liquid secondary market will exist for any particular option, futures, foreign
currency or other derivatives contract at any particular time; (c) the need for
additional skills and techniques beyond those required for normal portfolio
management; (d) losses on futures contracts resulting from market movements not
anticipated by the investment manager; (e) the possible need to defer closing
out certain options, futures or other derivative contracts in order to continue
to qualify for beneficial tax treatment afforded regulated investment companies
under the Internal Revenue Code; and (f) the possible non-performance of the
counter-party to the derivative contract.

To the extent a Portfolio engages in when-issued or delayed delivery
transactions, it will generally do so for the purpose of acquiring portfolio
securities consistent with the Portfolio's investment objective and policies. A
Portfolio reserves the right to sell these securities before the settlement date
if deemed advisable. In some instances, the third-party seller of when-issued or
delayed delivery securities may determine prior to the settlement date that it
will be unable to meet its existing transaction commitments without borrowing
securities. If advantageous from a yield perspective, a Portfolio may, in that
event, agree to resell its purchase commitment to the third-party seller at the
current market price on the date of sale and concurrently enter into another
purchase commitment for such securities at a later date. As an inducement for a
Portfolio to "roll over" its purchase commitment, the Portfolio may receive a
negotiated fee.

REPURCHASE AGREEMENTS. Each Portfolio may invest in repurchase agreements,
under which it acquires ownership of a security and the broker-dealer or bank
agrees to repurchase the security at a mutually agreed upon time and price,
thereby determining the yield during the Portfolio's holding period. The
investment manager will evaluate the creditworthiness of all entities with which
the Portfolio intends to engage in repurchase agreements pursuant to procedures
adopted by the Board of Trustees of the Fund. Maturity of the securities subject
to repurchase may exceed one year. In the event of a bankruptcy or other default
of a seller of a repurchase agreement, the Portfolio might have expenses in
enforcing its rights, and could experience losses, including a decline in the
value of the underlying securities and loss of income. Repurchase agreements
maturing in more than seven days will be considered illiquid for purposes of the
Portfolios' limitations on illiquid securities.

SECTION 4(2) PAPER. Subject to its investment objectives and policies, a
Portfolio may invest in commercial paper issued by major corporations under the
Securities Act of 1933 in reliance on the exemption from registration

26
<PAGE> 29

afforded by Section 3(a)(3) thereof. Such commercial paper may be issued only to
finance current transactions and must mature in nine months or less. Trading of
such commercial paper is conducted primarily by institutional investors through
investment dealers, and individual investor participation in the commercial
paper market is very limited. A Portfolio also may invest in commercial paper
issued in reliance on the so-called "private placement" exemption from
registration afforded by Section 4(2) of the Securities Act of 1933 ("Section
4(2) paper"). Section 4(2) paper is restricted as to disposition under the
federal securities laws, and generally is sold to institutional investors such
as a Portfolio who agree that they are purchasing the paper for investment and
not with a view to public distribution. Any resale by the purchaser must be in
an exempt transaction. Section 4(2) paper normally is resold to other
institutional investors like the Portfolio through or with the assistance of the
issuer or investment dealers who make a market in the Section 4(2) paper, thus
providing liquidity. The Fund's investment managers consider the legally
restricted but readily saleable Section 4(2) paper to be liquid; however,
pursuant to procedures approved by the Board of Trustees of the Fund, if a
particular investment in Section 4(2) paper is not determined to be liquid, that
investment will be included within the limitation of the particular Portfolio on
illiquid securities. The Fund's investment managers monitor the liquidity of
each Portfolio's investments in Section 4(2) paper on a continuing basis.

COLLATERALIZED OBLIGATIONS. Subject to its investment objectives and policies, a
Portfolio may purchase collateralized obligations, including interest only
("IO") and principal only ("PO") securities. A collateralized obligation is a
debt security issued by a corporation, trust or custodian, or by a U.S.
Government agency or instrumentality, that is collateralized by a portfolio or
pool of mortgages, mortgage-backed securities, U.S. Government securities or
other assets. The issuer's obligation to make interest and principal payments is
secured by the underlying pool or portfolio of securities. Collateralized
obligations issued or guaranteed by a U.S. Government agency or instrumentality,
such as the Federal Home Loan Mortgage Corporation, are considered U.S.
Government securities for purposes of this prospectus. Privately-issued
collateralized obligations collateralized by a portfolio of U.S. Government
securities are not direct obligations of the U.S. Government or any of its
agencies or instrumentalities and are not considered U.S. Government securities
for purposes of this prospectus. A variety of types of collateralized
obligations are available currently and others may become available in the
future.

Since the collateralized obligations may be issued in classes with varying
maturities and interest rates, the investor may obtain greater predictability of
maturity than with direct investments in mortgage-backed securities. Classes
with shorter maturities may have lower volatility and lower yield while those
with longer maturities may have higher volatility and higher yield. This
provides the investor with greater control over the characteristics of the
investment in a changing interest rate environment. With respect to interest
only and principal only securities, an investor has the option to select from a
pool of underlying collateral the portion of the cash flows that most closely
corresponds to the investor's forecast of interest rate movements. These
instruments tend to be highly sensitive to prepayment rates on the underlying
collateral and thus place a premium on accurate prepayment projections by the
investor.

A Portfolio, other than the Money Market Portfolio, may invest in collateralized
obligations whose yield floats inversely against a specified index rate. These
"inverse floaters" are more volatile than conventional fixed or floating rate
collateralized obligations and the yield thereon, as well as the value thereof,
will fluctuate in inverse proportion to changes in the index upon which rate
adjustments are based. As a result, the yield on an inverse floater will
generally increase when market yields (as reflected by the index) decrease and
decrease when market yields increase. The extent of the volatility of inverse
floaters depends on the extent of anticipated changes in market rates of
interest. Generally, inverse floaters provide for interest rate adjustments
based upon a multiple of the specified interest index, which further increases
their volatility. The degree of additional volatility will be directly
proportional to the size of the multiple used in determining interest rate
adjustments.

Additional information concerning collateralized obligations is contained in the
Statement of Additional Information under "Investment Policies and
Techniques--Collateralized Obligations."

NET ASSET VALUE

ALL PORTFOLIOS (OTHER THAN THE MONEY MARKET PORTFOLIO). The net asset value per
share is determined by calculating the total value of a Portfolio's assets,
deducting total liabilities, and dividing the result by the number of shares
outstanding of such Portfolio. Portfolio securities traded on a domestic
securities exchange or securities listed on the NASDAQ National Market are
valued at the last sale price on the exchange or market where primarily traded
or listed or, if there is no recent sale price available, at the last current
bid quotation. Portfolio securities that are primarily traded on foreign
securities exchanges are generally valued at the preceding closing values of
such securities on their respective exchanges where primarily traded. A security
that

27
<PAGE> 30

is listed or traded on more than one exchange is valued at the quotation on the
exchange determined to be the primary market for that security by the Board of
Trustees or its delegates. Securities not so traded or listed are valued at the
last current bid quotation if market quotations are available. 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. Equity options are valued at the last sale price unless the bid
price is higher or the asked price is lower, in which event such bid or asked
price is used. Exchange traded fixed income options are valued at the last sale
price unless there is no sale price, in which event current prices provided by
market makers are used. Over-the-counter traded fixed income options are valued
based upon current 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.
Because of the need to obtain prices as of the close of trading on various
exchanges throughout the world; the calculation of net asset value does not
necessarily take place contemporaneously with the determination of the prices of
a Portfolio's foreign securities, which may be made prior to the determination
of net asset value. For purposes of determining a Portfolio's net asset value,
any assets and liabilities initially expressed in foreign currency values will
be converted into U.S. Dollar values at the mean between the bid and offered
quotations of such currencies against U.S. Dollars as last quoted by a
recognized dealer. If an event were to occur, after the value of a security was
so established but before the net asset value per share was determined, which
was likely to materially change the net asset value, then that security would be
valued using fair value considerations by the Board of Trustees or its
delegates. On each day the New York Stock Exchange ("Exchange") is open for
trading, the net asset value is determined as of the earlier of 3:00 p.m.
Central time or the close of the Exchange, except that the net asset value will
not be computed on a day in which no order to purchase shares was received or no
shares were tendered for redemption.

MONEY MARKET PORTFOLIO. The net asset value per share of the Money Market
Portfolio is determined at 11:00 a.m. and as of the earlier of 3:00 p.m. Central
time or the close of the Exchange on each day the Exchange is open for trading,
except that the net asset value will not be computed on a day in which no orders
to purchase shares were received or no shares were tendered for redemption. The
net asset value per share is determined by dividing the total assets of the
Portfolio minus its liabilities by the total number of its shares outstanding.
The net asset value per share of the Money Market Portfolio is ordinarily $1.00
calculated at amortized cost in accordance with Rule 2a-7 under the 1940 Act.
While this rule provides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower than the price
the Portfolio would have received if all its investments were sold. Under the
direction of the Board of Trustees, certain procedures have been adopted to
monitor and stabilize the price per share for the Portfolio. Calculations are
made to compare the value of its investments valued at amortized cost with
market-based values. Market-based values will be obtained by using actual
quotations provided by market makers, estimates of market value, or values
obtained from yield data relating to classes of money market instruments or
government securities published by reputable sources at the mean between the bid
and asked prices for the instruments. In the event that a deviation of 1/2 of 1%
or more exists between the Portfolio's $1.00 per share net asset value,
calculated at amortized cost, and the net asset value calculated by reference to
market-based quotations, or if there is any other deviation that the Board of
Trustees believes would result in a material dilution to shareholders or
purchasers, the Board of Trustees will promptly consider what action, if any,
should be initiated. In order to value its investments at amortized cost, the
Money Market Portfolio purchases only securities with a maturity of one year or
less and maintains a dollar-weighted average portfolio maturity of 90 days or
less. In addition, the Money Market Portfolio limits its portfolio investments
to securities that meet the quality and diversification requirements of Rule
2a-7. Under the quality requirements of Rule 2a-7, the Money Market Portfolio
may only purchase U.S. Dollar-denominated instruments that are determined to
present minimal credit risks and that are at the time of acquisition "Eligible
Securities" as defined in Rule 2a-7. "Eligible Securities" under Rule 2a-7
include only securities that are rated in the top two rating categories by the
required number of nationally recognized statistical rating organizations (at
least two or, if only one such organization has rated the security that one
organization) or, if unrated, are deemed comparable in quality. The
diversification requirements of Rule 2a-7 provide generally that the Fund may
not at the time of acquisition invest more than 5% of its assets in securities
of any one issuer or invest more than 5% of its assets in securities that are
Eligible Securities that have not been rated in the highest category by the
required number of rating organizations or, if unrated, have not been deemed
comparable in quality, except U.S. Government securities and repurchase
agreements of such securities.

28
<PAGE> 31

PURCHASE AND REDEMPTION

The separate accounts of the Participating Insurance Companies place orders to
purchase and redeem shares of each Portfolio based on, among other things, the
amount of premium payments to be invested and surrender and transfer requests to
be effected on that day pursuant to VLI and VA contracts. The shares of all
Portfolios are each purchased and redeemed at the net asset value of each
Portfolio's shares determined that same day or, in the case of an order not
resulting automatically from VLI and VA contract transactions, next determined
after an order in proper form is received. An order is considered to be in
proper form if it is communicated by telephone or wire by an authorized employee
of the Participating Life Insurance Company.

From time to time, the Fund may temporarily suspend the offering of shares of
one or more of its Portfolios. During the period of such suspension,
shareholders of such Portfolio are normally permitted to continue to purchase
additional shares and to have dividends reinvested.

The Fund seeks to have its Money Market Portfolio as fully invested as possible
at all times in order to achieve maximum income. Since the Money Market
Portfolio will be investing in instruments which normally require immediate
payment in Federal funds (monies credited to a bank's account with its regional
Federal Reserve Bank), the Fund has adopted certain procedures for the
convenience of its shareholders and to ensure that the Money Market Portfolio
receives investable funds.

No fee is charged the shareholders when they purchase or redeem Portfolio
shares.

DIVIDENDS AND TAXES

DIVIDENDS FOR MONEY MARKET PORTFOLIO. The Money Market Portfolio's net
investment income is declared as a dividend daily. Shareholders will receive
dividends monthly in additional shares. If a shareholder withdraws its entire
account, all dividends accrued to the time of withdrawal will be paid at that
time.

DIVIDENDS FOR ALL PORTFOLIOS EXCEPT MONEY MARKET PORTFOLIO. The Fund normally
follows the practice of declaring and distributing substantially all the net
investment income and any net short-term and long-term capital gains of these
Portfolios at least annually.

TAXES. Under the current Internal Revenue Code ("Code"), Participating
Insurance Companies are taxed as life insurance companies and the operations of
their separate accounts are taxed as part of their total operations. Under
current interpretations of existing federal income tax law, investment income
and capital gains of separate accounts are not subject to federal income tax to
the extent applied to increase the values of VLI or VA contracts. Tax
consequences to VLI or VA contract holders are described in the separate
prospectuses issued by the Participating Insurance Companies.

Each Portfolio intends to continue to qualify (or, for each of the Investment
Grade Bond, Value, Small Cap Value, Value+Growth, Horizon 20+, Horizon 10+ and
Horizon 5 Portfolios, intend to qualify) as a regulated investment company under
subchapter M of the Code. As a result, with respect to any fiscal year in which
a Portfolio distributes all its net investment income and net realized capital
gains, that Portfolio will not be subject to federal income tax. Subchapter M
includes other requirements relating to the diversification of investments.
Subchapter M's diversification requirements are in addition to diversification
requirements under Section 817(h) of the Code and the 1940 Act. Each applicable
law's diversification requirement could require the sale of assets of a
Portfolio, which could have an adverse impact on the net asset value of such
Portfolio.

The preceding is a brief summary of certain of the relevant tax considerations.
The Statement of Additional Information includes a more detailed discussion.
This discussion is not intended, even as supplemented by the Statement of
Additional Information, as a complete explanation or a substitute for careful
tax planning and consultation with individual tax advisers.

CAPITAL STRUCTURE AND GENERAL INFORMATION

The Fund was organized as a business trust under the laws of Massachusetts on
January 22, 1987. The Fund may issue an unlimited number of shares of beneficial
interest all having no par value. Since the Fund offers multiple Portfolios, it
is known as a "series company." Shares of a Portfolio have equal noncumulative
voting rights and equal rights with respect to dividends, assets and liquidation
of such Portfolio. Shares are fully paid and nonassessable when issued, and have
no preemptive or conversion rights. The Fund is not required to hold annual
shareholders' meetings and does not intend to do so. However, it will hold
special meetings as required or deemed desirable for such purposes as electing
trustees, changing fundamental policies or approving an investment advisory
contract. If shares of more than one Portfolio are outstanding, shareholders
will vote by

29
<PAGE> 32

Portfolio and not in the aggregate except when voting in the aggregate is
required under the 1940 Act, such as for the election of trustees. The Board of
Trustees may authorize the issuance of additional Portfolios if deemed
desirable, each with its own investment objective, policies and restrictions.

On November 3, 1989, KILICO Money Market Separate Account, KILICO Total Return
Separate Account, KILICO Income Separate Account and KILICO Equity Separate
Account (collectively, the Accounts), which were separate accounts organized as
open-end management investment companies, were restructured into one continuing
separate account (KILICO Variable Annuity Separate Account) in unit investment
trust form with subaccounts investing in corresponding Portfolios of the Fund.
An additional subaccount also was created to invest in the Fund's Government
Securities Portfolio. The restructuring and combining of the Accounts is
referred to as the Reorganization. In connection with the Reorganization,
approximately $550,000,000 in assets was added to the Fund (which at that time
consisted of approximately $6,000,000 in assets). Because the assets added to
the Fund as a result of the Reorganization were significantly greater than the
existing assets of the Fund, the per share financial highlights of the Money
Market, Total Return, High Yield and Growth Portfolios in this Prospectus
reflect the Accounts as the continuing entities.

Information about the Portfolios' investment performance is contained in the
Fund's 1995 Annual Report to Shareholders, which may be obtained without charge
from the Fund.

Shareholder inquiries should be made by writing the Fund at the address shown on
the front cover of this Prospectus.

INVESTMENT MANAGERS

INVESTMENT MANAGERS. Zurich Kemper Investments, Inc. (formerly named Kemper
Financial Services, Inc.) ("ZKI"), 120 South LaSalle Street, Chicago, Illinois
60603, is the investment manager of each Portfolio other than the Value and
Small Cap Value Portfolios and provides each with continuous professional
investment supervision. ZKI is one of the largest investment managers in the
country and has been engaged in the management of investment funds for more than
forty-five years. ZKI and its affiliates, including Dreman Value Advisors, Inc.,
provide investment advice and manage investment portfolios for the Kemper Funds,
affiliated insurance companies and other corporate, pension, profit-sharing and
individual accounts representing approximately $63 billion under management. ZKI
and its affiliates act as investment adviser for 29 open-end and seven
closed-end investment companies, with 69 separate investment portfolios
representing more than 3 million shareholder accounts. ZKI is an indirect
subsidiary of Zurich Insurance Company, an internationally recognized company
providing services in life and non-life insurance, reinsurance and asset
management.

Dreman Value Advisors, Inc. ("DVA"), 10 Exchange Place, 20th Floor, Jersey City,
New Jersey 07302, a wholly owned subsidiary of ZKI, is the investment manager of
the Value and Small Cap Value Portfolios and provides each with continuous
professional investment supervision. DVA is also the sub-adviser for the
Value+Growth, Horizon 20+, Horizon 10+ and Horizon 5 Portfolios. Under the terms
of its Sub-Advisory Agreement with ZKI, DVA will manage the value portion of
each of these Portfolios and will provide such other investment advice, research
and assistance as ZKI may, from time to time, reasonably request. DVA, which was
formed in October 1994, has served as the investment manager for mutual funds
and certain institutional accounts since August, 1995, when it acquired
substantially all the assets of Dreman Value Management, L.P. ("DVMLP") an
investment manager that had advised mutual funds since 1988. DVA has
approximately $2 billion under management.

Responsibility for overall management of the Fund rests with the Board of
Trustees and officers of the Fund. Professional investment supervision is
provided by ZKI (DVA for the Value and Small Cap Value Portfolios). The
investment management agreements with ZKI provide that ZKI act as investment
adviser for each Portfolio other than the Value and Small Cap Value Portfolios,
manage its investments and provide it with various services and facilities. For
its services, ZKI is paid a management fee based upon the average daily net
assets of such Portfolios, as follows: Money Market (.50%), Total Return (.55%),
High Yield (.60%), Growth (.60%), Government Securities (.55%), International
(.75%), Small Cap Growth (.65%), Investment Grade Bond (.60%), Value+Growth
(.75%), Horizon 20+ (.60%), Horizon 10+ (.60%) and Horizon 5 (.60%). DVA serves
as the investment manager for the Value and Small Cap Value Portfolios and is
paid a management fee at an annual rate of .75% of the average daily net assets
of these Portfolios. DVA also serves as sub-adviser for the Value+Growth and
Horizon Portfolios. ZKI pays DVA for its services as sub-adviser for the
Value+Growth Portfolio a sub-advisory fee, payable monthly, at an annual rate of
.25% of the average daily net assets of that Portfolio. ZKI also pays DVA a
sub-advisory fee, payable monthly, at an annual rate of .25% of the portion of
the average daily net assets of each Horizon Portfolio allocated by ZKI to DVA
for management. ZKI may from

30
<PAGE> 33

time to time use the services of Zurich Investment Management Limited ("ZIML"),
1 Fleet Place, London EC4M 7RQ, a wholly owned subsidiary of ZKI, with respect
to foreign securities investments of the Portfolios including analysis,
research, execution and trading services.

Frank J. Rachwalski, Jr. is the portfolio manager of the Money Market Portfolio.
He has served in this capacity since the Portfolio commenced operations in 1982.
Mr. Rachwalski joined ZKI in January 1973 and is currently a Senior Vice
President of ZKI and a Vice President of the Fund. He received a B.B.A. and an
M.B.A. from Loyola University, Chicago, Illinois.

Dennis H. Ferro has been the portfolio manager for the International Portfolio
since March 1994 when he joined ZKI. He is an Executive Vice President of ZKI,
the Managing Director--Equities, KIML and a Vice President of the Fund. Mr.
Ferro was President and Chief Investment Officer of an international investment
advisory firm prior to joining ZKI. He received a B.A. in Political Science from
Villanova University, Villanova, Pennsylvania and an MBA in Finance from St.
Johns University, Jamaica, New York. Mr. Ferro is a Chartered Financial Analyst.

Michael A. McNamara (since 1990) and Harry E. Resis, Jr. (since 1993) are the
co-portfolios managers of the High Yield Portfolio. Mr. McNamara joined ZKI in
February 1972 and is currently a Senior Vice President of ZKI and a Vice
President of the Fund. He received a B.S. in Business Administration from the
University of Missouri, St. Louis, Missouri, and an M.B.A. in Finance from
Loyola University, Chicago, Illinois. Mr. Resis joined ZKI in 1988 and is
currently a First Vice President of ZKI and a Vice President of the Fund. He
received a B.A. in Finance from Michigan State University, Lansing, Michigan.
Mr. Resis holds a number of NYSE and NASD licenses.

Steven H. Reynolds and the ZKI Equity Investment Committee have managed the
Growth Portfolio since September, 1995. Mr. Reynolds joined ZKI in September,
1995 as an executive vice president and chief investment officer--equities and
he is a Vice President of the Fund. Immediately prior to joining ZKI, he was a
senior vice president and equity portfolio manager of an investment advisory
firm; and prior thereto, he was a senior vice president, managing director and
head of active equities at a national bank. Mr. Reynolds received a bachelor's
degree from Johns Hopkins University, Baltimore, Maryland and an M.B.A. in
finance from the University of Virginia, Charlottesville, Virginia.

J. Patrick Beimford, Jr. has been the portfolio manager of the Government
Securities Portfolio since October 1995. Mr. Beimford joined ZKI in April 1976
and is currently an executive vice president and Chief Investment Officer--Fixed
Income Investments of ZKI and a Vice President of the Fund. He received a
B.S.I.M. in Business from Purdue University, West Lafayette, Indiana, and an
M.B.A. in Finance from the University of Chicago, Chicago, Illinois. Mr.
Beimford is a Chartered Financial Analyst.

Gary A. Langbaum has been the portfolio manager of the Total Return Portfolio
since February 1995 and the portfolio manager of the Small Cap Growth Portfolio
since January, 1996. He is assisted by investment personnel who specialize in
certain areas. Mr. Langbaum joined ZKI in 1988 and is an executive vice
president of ZKI. He received a B.A. in Finance from the University of Maryland,
College Park, Maryland.

David Dreman has been the portfolio manager of the Value Portfolio since its
inception in May, 1996 and has been a portfolio co-manager primarily responsible
for the management of the value portion of the Value+Growth Portfolio since its
inception in May, 1996. He is currently the Chairman and a Director of DVA and
had been a principal of DVMLP. Mr. Dreman is a pioneer of the philosophy of
contrarian investing (buying what is out of favor) and a leading proponent of
the low P/E investment style. He is a columnist for Forbes and the author of
several books on the value style of investing. He received a Bachelor of
Commerce from the University of Manitoba, Winnipeg, Manitoba, Canada.

Michael Berry has been the portfolio manager of the Small Cap Value Portfolio
since its inception in May, 1996. He is currently a Managing Director of DVA and
had been associated with DVMLP since April, 1994. Prior thereto, he was a
Professor at James Madison University, Harrisonburg, Virginia and at the
University of Virginia, Charlottesville, Virginia. He received a Bachelors in
Mathematics from the University of Waterloo, an M.B.A. in Marketing from the
University of Connecticut and a Ph.D. in Finance from Arizona State University.

Robert Cessine has been the portfolio manager of the Investment Grade Bond
Portfolio since its inception in May, 1996. Mr. Cessine joined ZKI in 1993 and
is a Senior Vice President of ZKI and director of investment grade corporate and
sovereign bond research. Before joining ZKI in 1993, Mr. Cessine was a senior
corporate bond analyst and chairman of the bond selection committee of an
investment management company. He received a B.S. in Economics from the
University of Wisconsin, Madison, Wisconsin, an M.S. in Agricultural

31
<PAGE> 34

and Resource Economics from the University of Maryland, Baltimore/College Park,
Maryland and an M.S. in Finance from the University of Wisconsin, Madison,
Wisconsin. Mr. Cessine is a Chartered Financial Analyst.

Thomas M. Regner has been the portfolio manager of the Horizon 20+, Horizon 10+
and Horizon 5 Portfolios since their inception in May, 1996. Mr. Regner is
senior vice president and equity strategist of ZKI. He is responsible for
managing the asset mix of each of these Portfolios. He is assisted in managing
the various asset classes by investment personnel who specialize in certain
areas. For the value portion of the U.S. equities portion of each of these
Portfolios, asset management is performed by DVA as sub-adviser. Mr. Regner
joined ZKI in December, 1994. Immediately prior to joining ZKI he was a
financial adviser for a major investment manager and research company. Prior
thereto, he was the chief investment officer and senior portfolio manager for a
professional association. Mr. Regner received his B.A. and M.S. from the
University of Wisconsin, Madison, Wisconsin. He is a Chartered Financial
Analyst.

Daniel J. Bukowski has been a portfolio co-manager of the Value+Growth Portfolio
since its inception in May, 1996. Mr. Bukowski joined ZKI in 1989 and is a
senior vice president and Director of Quantitative Research at ZKI. Mr. Bukowski
received a B.A. in Statistics and an M.B.A. in Finance from the University of
Chicago, Chicago, Illinois. Steven H. Reynolds has been a portfolio co-manager
of the Value+Growth Portfolio since its inception in May 1996. See above for
biographical information about Mr. Reynolds. David N. Dreman is also a portfolio
co-manager of the Value+Growth Portfolio. See above for more information on
management of that Portfolio and Mr. Dreman.

ZKI has an Equity Investment Committee that determines overall investment
strategy for equity portfolios managed by ZKI. The Equity Investment Committee
is currently comprised of the following members: Daniel J. Bukowski, Tracy
McCormick Chester, James H. Coxon, Richard A. Goers, Frank D. Korth, Gary A.
Langbaum, Maura J. Murrhy, James R. Neel, Thomas M. Regner, Steven H. Reynolds
and Stephen B. Timbers. The portfolio managers work together as a team with the
Equity Investment Committee and various equity analysts and equity traders to
manage each Portfolio's equity investments. Equity analysts--through research,
analysis and evaluation--work to develop investment ideas appropriate for these
Portfolios. These ideas are studied and debated by the Equity Investment
Committee and, if approved, are added to a list of eligible investments. The
portfolio managers use the list of eligible investments to help them structure
each Portfolio's investments in a manner consistent with each Portfolio's
objective. The ZKI International Equity Investments area, directed by Dennis H.
Ferro, provides research and analysis regarding foreign investments to the
portfolio managers. After investment decisions are made, equity traders execute
the portfolio manager's instructions through various broker-dealer firms.

ZKI also has a Fixed Income Investment Committee that determines overall
investment strategy for fixed income portfolios managed by ZKI. The Fixed
Income Committee is currently comprised of the following members: J. Patrick
Beimford, Jr., Robert S. Cessine, Frank E. Collecchia, George Klein, Michael A.
McNamara, Christopher J. Mier, Frank J. Rachwalski, Jr., Harry E. Resis, Jr.,
Robert H. Schumacher, John E. Silvia, Stephen B. Timbers, Jonathan W. Trutter,
and Christopher T. Vincent. The portfolio managers work together as a team with
the Fixed Income Committee and various fixed income analysts and traders to
manage the Portfolios' fixed income investments. Analysts provide market,
economic and financial research and analysis that is used by the Fixed Income
Committee to establish broad parameters for these Portfolios, including duration
and cash levels. In addition, credit research by analysts is used by portfolio
managers in selecting securities appropriate for each Portfolio. After
investment decisions are made, fixed income traders execute the portfolio
manager's instructions through various broker-dealer firms.

CUSTODIAN AND TRANSFER AGENT. Investors Fiduciary Trust Company ("IFTC"), 127
West 10th Street, Kansas City, Missouri 64105, as custodian, and State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, as
sub-custodian, have custody of all securities and cash of the Fund maintained in
the United States. The Chase Manhattan Bank, N.A., Chase MetroTech Center,
Brooklyn, New York 11245, as custodian, has custody of all securities and cash
held outside the United States. They attend to the collection of principal and
income, and payment for and collection of proceeds of securities bought and sold
by the Fund. IFTC is also the Fund's transfer agent and dividend-paying agent.

PORTFOLIO TRANSACTIONS. ZKI places all orders for purchases and sales of a
Portfolio's securities, except that DVA places all orders for the Value and
Small Cap Value Portfolios and for the value portion of the Value+Growth and
Horizon Portfolios. Subject to seeking best execution of orders, ZKI or DVA may
consider sales of shares of the Fund and other funds managed by ZKI or DVA or
variable life insurance and variable annuity contracts funded by the Fund as a
factor in selecting broker-dealers. See "Portfolio Transactions" in the
Statement of Additional Information.

32
<PAGE> 35

Each Portfolio pays its respective fees and expenses of independent auditors,
counsel, custodian, the cost of reports and notices to owners of VLI and VA
contracts, brokerage commissions or transaction costs, taxes and registration
fees.

DISTRIBUTOR

Kemper Distributors, Inc. ("KDI"), 120 South LaSalle Street, Chicago, Illinois
60603 an affiliate of ZKI and DVA, serves as distributor and principal
underwriter for the Fund pursuant to an underwriting agreement. KDI bears all
its expenses of providing services pursuant to the agreement. KDI provides for
the preparation of advertising or sales literature, and bears the cost of
printing and mailing prospectuses to persons other than shareholders. KDI bears
the cost of qualifying and maintaining the qualification of Fund shares for sale
under the securities laws of Massachusetts and the Fund bears the expense of
registering its shares with the Securities and Exchange Commission. KDI will pay
all fees and expenses in connection with its qualification and registration as a
broker or dealer under Federal and state laws, a portion of the toll free
telephone service and of computer terminals, and of any activity which is
primarily intended to result in the sale of shares issued by the Fund, unless a
plan pursuant to Rule 12b-1 under the 1940 Act ("12b-1 Plan") is in effect that
provides that the Fund shall bear some or all of such expenses.

KDI currently offers shares of each Portfolio of the Fund continuously to the
separate accounts of Participating Insurance Companies where permitted by
applicable law. The underwriting agreement provides that KDI accepts orders for
shares at net asset value, as no sales commission or load is charged. KDI has
made no firm commitment to acquire shares of the Fund.

NOTE: Although the Fund does not currently have a 12b-1 Plan and shareholder
approval would be required in order to adopt one, the underwriting agreement
provides that the Fund will also pay those fees and expenses permitted to be
paid or assumed by the Fund pursuant to a 12b-1 Plan, if any, adopted by the
Fund, notwithstanding any other provision to the contrary in the underwriting
agreement, and the Fund or a third party will pay those fees and expenses not
specifically allocated to KDI in the underwriting agreement.

33
<PAGE> 36

APPENDIX--PORTFOLIO COMPOSITION OF HIGH YIELD BONDS

The table below reflects the composition by quality rating of the investment
portfolio of the High Yield Portfolio. Percentages for the Portfolio reflect the
net asset weighted average of the percentage for each category on the last day
of each month in the 12 month period ended December 31, 1995. The table reflects
the percentage of net assets represented by fixed income securities rated by
Moody's or S&P, by non-rated fixed income securities and by other assets. The
percentage shown reflects the higher of the Moody's or S&P rating. U.S.
Government securities, whether or not rated, are reflected as Aaa and AAA
(highest quality). Cash equivalents include money market instruments, repurchase
agreements, net payables and receivables, U.S. Treasuries with a maturity of one
year or less and cash. Other assets include options, financial futures contracts
and equity securities. As noted under "Investment Objectives, Policies and Risk
Factors," the High Yield Portfolio invests in high yielding, fixed income
securities without relying upon published ratings. The allocations in the table
are not necessarily representative of the composition of the Portfolio at other
times. Portfolio composition will change over time.

END OF THE MONTH COMPOSITION OF PORTFOLIO BY QUALITY AS A PERCENTAGE OF

NET ASSETS (JANUARY 1995--DECEMBER 1995)

<TABLE>
<CAPTION>
HIGH
MOODY'S/S&P RATING YIELD GENERAL DESCRIPTION
OR OTHER CATEGORY PORTFOLIO OF BOND QUALITY
- ------------------------------------- ---- -------------------------------------------------
<S> <C> <C>
Cash Equivalents..................... 7%
Aaa/AAA.............................. 2 Highest quality
Aa/AA................................ 0 High quality
A/A.................................. 0 Upper medium grade
Baa/BBB.............................. 0 Medium grade
Ba/BB................................ 23 Some speculative elements
B/B.................................. 59 Speculative
Caa/CCC.............................. 6 More speculative
Ca/CC, C/C........................... 0 Very speculative
D.................................... 0 In default
Non-rated, Not in Default............ 1
Non-rated, In Default................ 0
Other Assets......................... 2
Net Assets........................... 100%
</TABLE>

The description of each bond quality category set forth in the table above is
intended to be a general guide and not a definitive statement as to how Moody's
and S&P define such rating category. A more complete description of the rating
categories is set forth under "Appendix--Ratings of Investments" in the
Statement of Additional Information. The ratings of Moody's and S&P represent
their opinions as to the quality of the securities that they undertake to rate.
It should be emphasized, however, that ratings are relative and subjective and
are not absolute standards of quality.

34
<PAGE> 37

KEMPER INVESTORS FUND

CROSS-REFERENCE SHEET
BETWEEN ITEMS ENUMERATED IN PART B
OF FORM N-1A AND STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
ITEM NUMBER LOCATION IN STATEMENT OF
OF FORM N-1A ADDITIONAL INFORMATION
- --------------------------------------------- ---------------------------------------------
<S> <C> <C>
10. Cover Page............................... Cover Page
11. Table of Contents........................ Table of Contents
12. General Information and History.......... Inapplicable
13. Investment Objectives and Policies....... Investment Restrictions; Investment Policies
and Techniques; Appendix--Ratings of
Investments
14. Management of the Fund................... Investment Managers and Distributor;
Officers and Trustees
15. Control Persons and Principal Holders of
Securities............................... Officers and Trustees
16. Investment Advisory and Other Services... Investment Managers and Distributor
17. Brokerage Allocation and Other
Practices................................ Portfolio Transactions; Investment Managers
and Distributor
18. Capital Stock and Other Securities....... Dividends and Taxes; Shareholder Rights
19. Purchase, Redemption and Pricing of
Securities Being Offered................. Purchase and Redemption of Shares
20. Tax Status............................... Dividends and Taxes
21. Underwriters............................. Investment Managers and Distributor
22. Calculation of Performance Data.......... Inapplicable
23. Financial Statements..................... Financial Statements; Report of Independent
Auditors; Statement of Net Assets
</TABLE>

<PAGE> 38

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1996

KEMPER INVESTORS FUND
120 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60603
1-800-621-1048

This Statement of Additional Information is not a prospectus. It should be read
in conjunction with the prospectus of Kemper Investors Fund (the "Fund") dated
May 1, 1996. The prospectus may be obtained without charge from the Fund.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Investment Restrictions..................................... B-1
Investment Policies and Techniques.......................... B-5
Portfolio Transactions...................................... B-12
Investment Managers and Distributor......................... B-14
Experts..................................................... B-16
Purchase and Redemption of Shares........................... B-16
Officers and Trustees....................................... B-16
Dividends and Taxes......................................... B-18
Shareholder Rights.......................................... B-19
Report of Independent Auditors ( , 1996)........ B-20
Statement of Net Assets ( , 1996)............... B-21
Appendix--Ratings of Investments............................ B-22
</TABLE>

The financial statements appearing in the Fund's Annual Report for the fiscal
year ended December 31, 1995 are incorporated herein by reference. Such Report
accompanies this Statement of Additional Information.

KINF 5/96 (LOGO)printed on recycled paper

<PAGE> 39

INVESTMENT RESTRICTIONS

The Fund has adopted for each Portfolio certain fundamental investment
restrictions which, together with the investment objective and policies of each
Portfolio, cannot be changed for a Portfolio without approval by a majority of
the outstanding voting shares of that Portfolio. As defined in the Investment
Company Act of 1940 ("1940 Act"), this means the lesser of the vote of (a) 67%
of the shares of a Portfolio 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 a Portfolio. In addition to the fundamental investment
restrictions, each Portfolio has certain non-fundamental investment
restrictions, which can be changed by the Board of Trustees without shareholder
approval.

The following fundamental investment restrictions apply to each of the Money
Market, Total Return, High Yield, Growth and Government Securities Portfolios
except as indicated to the contrary. The Portfolio may not:

(1) Purchase securities of any issuer (other than obligations of, or
guaranteed by, the United States Government or its agencies or
instrumentalities) if, as a result, more than five percent (5%) of the
Portfolio's total assets would be invested in securities of that issuer.
For the High Yield Portfolio only, the restriction is as follows: "With
respect to 75% of the Portfolio's total assets, purchase the securities of
any issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the Portfolio's total assets would be invested in the
securities of that issuer, or (b) the Portfolio would hold more than 10% of
the outstanding voting securities of that issuer."

(2) Except for the High Yield Portfolio, purchase more than ten percent
(10%) of any class of securities of any issuer. All debt securities and all
preferred stocks are each considered as one class.

(3) For the Money Market Portfolio only, enter into repurchase agreements
if, as a result thereof, more than ten percent (10%) of the Portfolio's
total assets valued at the time of the transaction would be subject to
repurchase agreements maturing in more than seven (7) days.

(4) Make loans to others (except the purchase of debt obligations or
repurchase agreements or by lending its Portfolio securities) in accordance
with its objective and policies.

(5) Borrow money except from a bank as a temporary measure for
extraordinary or emergency purposes and then only in an amount up to
one-third ( 1/3) of the value of its total assets, in order to meet
redemption requests without immediately selling any portfolio securities
(any such borrowings under this section will not be collateralized). If,
for any reason, the current value of the Portfolio's total assets falls
below an amount equal to three (3) times the amount of its indebtedness
from money borrowed, the Portfolio will reduce, within three (3) business
days, its indebtedness to the extent necessary. The Portfolio will not
borrow for leverage purposes. The Portfolio will not purchase any
investments while borrowings are outstanding.

(6) Make short sales of securities or purchase any securities on margin
except to obtain such short-term credits as may be necessary for the
clearance of transactions; however, the Total Return, High Yield, Growth
and Government Securities Portfolios may make margin deposits in connection
with financial futures and options transactions.

(7) Concentrate more than 25% of a Portfolio's net assets in any one
industry; provided, however, that the Money Market Portfolio intends, under
normal conditions, to invest more than 25% of its net assets in instruments
issued by banks in accordance with its investment objective and policies.
There is no limitation in respect to investments in obligations issued or
guaranteed by the U.S. government or its agencies or instrumentalities.

B-1
<PAGE> 40

(8) For the Money Market Portfolio only, invest more than five percent (5%)
of the Portfolio's total assets in securities restricted as to disposition
under the Federal securities laws.

(9) Invest in commodities or commodity futures contracts, although it may
buy or sell financial futures contracts and options on such contracts; or
in real estate, although it may invest in securities which are secured by
real estate and securities of issuers which invest or deal in real estate;
provided that the Total Return, High Yield and Growth Portfolios may
purchase foreign currency on a spot basis (in cash).

(10) Purchase securities of other investment companies, except as permitted
under the 1940 Act including in connection with a merger, consolidation,
reorganization or acquisition of assets.

(11) Underwrite securities issued by others except to the extent the Fund
may be deemed to be an underwriter, under the Federal securities laws, in
connection with the disposition of portfolio securities.

(12) Issue senior securities except as permitted under the 1940 Act.

(13) For the Money Market Portfolio only, write, purchase or sell puts,
calls or combinations thereof.

(14) For the Total Return, High Yield and Growth Portfolios only, engage in
put or call option transactions; except it may write (sell) put or call
options on up to 25% of its net assets and may purchase put and call
options if no more than 5% of its net assets would be invested in premiums
on put and call options, combinations thereof or similar options; and it
may buy and sell options on financial futures contracts.

The following non-fundamental investment restrictions apply to each of the Money
Market, Total Return, High Yield, Growth and Government Securities Portfolios
except as indicated to the contrary. The Portfolio may not:

(1) Purchase or retain the securities of any issuer if any of the officers,
trustees or directors of the Fund or its investment adviser own
beneficially more than .50% of the securities of such issuer and together
own more than 5% of the securities of such issuer.

(2) Except for the Money Market Portfolio, invest more than 15% of its net
assets in illiquid securities.

(3) For the Money Market Portfolio only, invest more than 10% of its net
assets in illiquid securities.

(4) Invest for the purpose of exercising control or management of another
issuer.

(5) Invest in oil, gas or other mineral exploration or developmental
programs, although it may invest in the securities of issuers which invest
in or sponsor such programs.

The following investment restrictions apply to the International Portfolio. The
International Portfolio may not:

(1) Purchase securities of any issuer (other than obligations of, or
guaranteed by, the United States or any foreign government or their
agencies or instrumentalities) if, as a result, more than 5% of the
Portfolio's total assets would be invested in securities of that issuer.
With respect to 75% of its assets, the Portfolio will limit its investments
in the securities of any one foreign government issuer to 5% of the
Portfolio's total assets.

(2) Purchase more than 10% of any class of securities of any issuer except
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities. All debt securities are considered as one
class and all preferred stocks are considered as one class.

(3) Lend money provided that the making of time or demand deposits with
banks and the purchase of debt securities such as bonds, debentures,
commercial paper, repurchase agreements and short-term obligations in
accordance with its objective and policies are not prohibited.

(4) Borrow money except for temporary or emergency purposes (but not for
the purpose of purchase of investments) and then only in an amount not to
exceed 5% of the Portfolio's net assets; or pledge the

B-2
<PAGE> 41

Portfolio's securities or receivables or transfer or assign or otherwise
encumber them in an amount exceeding the amount of the borrowing secured
thereby.

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

(6) Write or sell put or call options, combinations thereof or similar
options on more than 25% of the Portfolio's net assets; nor may it purchase
put or call options if more than 5% of the Portfolio's net assets would be
invested in premiums on put and call options, combinations thereof or
similar options; however, the Portfolio may buy or sell options on
financial futures contracts.

(7) Concentrate more than 25% of the value of its assets in any one
industry. Water, communications, electric and gas utilities shall each be
considered a separate industry. This limitation shall not apply to
obligations issued by the United States or any foreign government or their
agencies or instrumentalities.

(8) Invest in commodities or commodity futures contracts, although it may
buy or sell financial futures contracts and options on such contracts and
may enter into foreign currency transactions; or in real estate, although
it may invest in securities which are secured by real estate and securities
of issuers which invest or deal in real estate.

(9) Purchase securities of other investment companies, except in connection
with a merger, consolidation, acquisition or reorganization, or by purchase
in the open market of securities of closed-end investment companies where
no underwriter or dealer's commission or profit, other than customary
broker's commission, is involved and only if immediately thereafter not
more than (i) 3% of the total outstanding voting stock of such company is
owned by the Fund, (ii) 5% of the Fund's total assets would be invested in
any one such company, and (iii) 10% of the Fund's total assets would be
invested in such securities.

(10) Underwrite securities issued by others except to the extent the
Portfolio may be deemed to be an underwriter, under the federal securities
laws, in connection with the disposition of portfolio securities. The Fund
may buy and sell securities outside the United States which are not
registered with the Securities and Exchange Commission or marketable in the
United States.

(11) Issue senior securities except as permitted under the 1940 Act.

The following non-fundamental investment restrictions apply to the International
Portfolio. The International Portfolio may not:

(1) Invest more than 5% of the Portfolio's total assets in securities of
issuers which with their predecessors have a record of less than three
years continuous operation.

(2) Invest more than 15% of its net assets in illiquid securities.

(3) Purchase or retain the securities or any issuer if any of the officers,
trustees or directors of the Fund or its investment adviser owns
beneficially more than 1/2 of 1% of the securities of such issuer and
together own more than 5% of the securities of such issuer.

(4) Invest for the purpose of exercising control or management of another
issuer.

(5) Invest in interests in oil, gas or other mineral exploration or
development programs, although it may invest in the securities of issuers
which invest in or sponsor such programs.

B-3
<PAGE> 42

The following fundamental investment restrictions apply to each of the Small Cap
Growth, Investment Grade Bond, Value, Small Cap Value, Value+Growth and Horizon
Portfolios except as indicated to the contrary. The Portfolio may not:

(1) Purchase securities of any issuer (other than obligations of, or
guaranteed by, the United States Government, its agencies or
instrumentalities) if, as a result, more than 5% of the Portfolio's total
assets would be invested in securities of that issuer; except that, for the
Value and Small Cap Value Portfolios, up to 25% of each Portfolio's total
assets may be invested without regard to these limitations.

(2) Purchase more than 10% of the outstanding voting securities of any
issuer.

(3) Lend money or securities, provided that the making of time or demand
deposits with banks and the purchase of debt securities such as bonds,
debentures, commercial paper, repurchase agreements and short-term
obligations are not prohibited and the Portfolio may lend its portfolio
securities.

(4) Borrow money except from a bank as a temporary measure for
extraordinary or emergency purposes and then only in an amount up to
one-third ( 1/3) of the value of its total assets, in order to meet
redemption requests without immediately selling any portfolio securities
(any such borrowings under this section will not be collateralized). If,
for any reason, the current value of the Portfolio's total assets falls
below an amount equal to three (3) times the amount of its indebtedness
from money borrowed, the Portfolio will reduce, within three (3) business
days, its indebtedness to the extent necessary. The Portfolio will not
borrow for leverage purposes. The Portfolio will not purchase any
investments while borrowings are outstanding.

(6) For the Small Cap Growth, Investment Grade Bond and Horizon Portfolios
only, write (sell) put or call options, combinations thereof or similar
options on more than 25% of the Portfolio's net assets; nor may the
Portfolio purchase put or call options if more than 5% of the Portfolio's
net assets would be invested in premiums on put and call options,
combinations thereof or similar options; however, the Portfolio may buy or
sell options on financial futures contracts.

(7) Concentrate 25% or more of the value of its assets in any one industry.
Water, communications, electric and gas utilities shall each be considered
a separate industry.

(8) Invest in commodities or commodity futures contracts, although it may
buy or sell financial futures contracts and options on such contracts; or
in real estate, although it may invest in securities which are secured by
real estate and securities of issuers which invest or deal in real estate.

(9) Underwrite securities issued by others except to the extent the Fund
may be deemed to be an underwriter, under the federal securities laws, in
connection with the disposition of portfolio securities.

(10) Issue senior securities except as permitted under the 1940 Act.

The following non-fundamental investment restrictions apply to each of the Small
Cap Growth, Investment Grade Bond, Value, Small Cap Value, Value+Growth and
Horizon Portfolios except as indicated to the contrary. The Portfolio may not:

(1) Invest more than 5% of the Portfolio's total assets in securities of
issuers which with their predecessors have a record of less than three
years continuous operation.

(2) Purchase or retain the securities of any issuer if any of the officers
or trustees of the Portfolio or its investment adviser owns beneficially
more than 1/2 of 1% of the securities of such issuer and together own more
than 5% of the securities of such issuer.

B-4
<PAGE> 43

(3) Invest for the purpose of exercising control or management of another
issuer.

(4) Invest in interests in oil, gas or other mineral exploration or
development programs, although it may invest in the securities of issuers
which invest in or sponsor such programs.

(5) Purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets, or
for the Value, Small Cap Value and Horizon Portfolios, by purchase in the
open market of securities of closed-end investment companies where no
underwriter or dealer's commission or profit, other than customary broker's
commission, is involved and only if immediately thereafter not more than
(i) 3% of the total outstanding voting stock of such company is owned by
it, (ii) 5% of its total assets would be invested in any one such company,
and (iii) 10% of total assets would be invested in such securities.

(6) Invest more than 15% of its net assets in illiquid securities.

(7) For the Value+Growth Portfolio, write (sell) put or call options,
combinations thereof or similar options; nor may it purchase put or call
options if more than 5% of the Portfolio's net assets would be invested in
premiums on put and call options, combinations thereof or similar options;
however, the Portfolio may buy or sell options on financial futures
contracts.

(8) For the Value and Small Cap Value Portfolios, write (sell) put or call
options, combinations thereof or similar options except that the Portfolio
may write covered call options on up to 100% of the Portfolio's net assets
and may write secured put options on up to 50% of the Portfolio's net
assets; nor may the Portfolio purchase put or call options; however, the
Portfolio may buy or sell options on financial futures contracts.

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

INVESTMENT POLICIES AND TECHNIQUES

Each Portfolio except the Money Market Portfolio may engage in options and
futures transactions in accordance with its respective investment objectives and
policies and to the extent specified in the prospectus. Each such Portfolio
intends to engage in such transactions if it appears to the investment manager
to be advantageous to do so in order to pursue its objective and also to hedge
(i.e., protect) against the effects of market risks but not for speculative
purposes. The use of futures and options, and possible benefits and attendant
risks, are discussed below along with information about other investment
policies and techniques.

OPTIONS ON SECURITIES. A Portfolio may write (sell) "covered" call options on
securities as long as it owns the underlying securities subject to the option or
an option to purchase the same underlying securities, having an exercise price
equal to or less than the exercise price of the "covered" option, or will
establish and maintain with the Fund's custodian for the term of the option a
segregated account consisting of cash, U.S. Government securities or other
liquid high-grade debt obligations ("eligible securities") having a value at
least equal to the fluctuating market value of the optioned securities. A
Portfolio may write "covered" put options provided that, so long as the
Portfolio is obligated as a writer of a put option, the Portfolio will own an
option to sell the underlying securities subject to the option, having an
exercise price equal to or greater than the exercise price of the "covered"
option, or it will deposit and maintain with the custodian in a segregated
account eligible securities having a value equal to or greater than the exercise
price of the option. A call option gives the purchaser the right to buy, and the
writer the obligation to sell, the underlying security at the exercise price
during the option period. A put option gives the purchaser the right to sell,
and the writer has the obligation to buy, the underlying security at the
exercise price during the option period. The premium received for writing an
option will reflect, among other things, the current market price of the
underlying security, the relationship of

B-5
<PAGE> 44

the exercise price to such market price, the price volatility of the underlying
security, the option period, supply and demand and interest rates. A Portfolio
may write or purchase spread options, which are options for which the exercise
price may be a fixed dollar spread or yield spread between the security
underlying the option and another security that is used as a bench mark. The
exercise price of an option may be below, equal to or above the current market
value of the underlying security at the time the option is written. The buyer of
a put who also owns the related security is protected by ownership of a put
option against any decline in that security's price below the exercise price
less the amount paid for the option. The ability to purchase put options allows
the Portfolio to protect capital gains in an appreciated security it owns,
without being required to actually sell that security. At times a Portfolio
would like to establish a position in securities upon which call options are
available. By purchasing a call option, the Portfolio is able to fix the cost of
acquiring the security, this being the cost of the call plus the exercise price
of the option. This procedure also provides some protection from an unexpected
downturn in the market, because the Portfolio is only at risk for the amount of
the premium paid for the call option which it can, if it chooses, permit to
expire.

During the option period the covered call writer gives up the potential for
capital appreciation above the exercise price should the underlying security
rise in value, and the secured put writer retains the risk of loss should the
underlying security decline in value. For the covered call writer, substantial
appreciation in the value of the underlying security would result in the
security being "called away." For the secured put writer, substantial
depreciation in the value of the underlying security would result in the
security being "put to" the writer. If a covered call option expires
unexercised, the writer realizes a gain in the amount of the premium received.
If the covered call option writer has to sell the underlying security because of
the exercise of a call option, it realizes a gain or loss from the sale of the
underlying security, with the proceeds being increased by the amount of the
premium.

If a secured put option expires unexercised, the writer realizes a gain from the
amount of the premium, plus the interest income on the money market investment.
If the secured put writer has to buy the underlying security because of the
exercise of the put option, the secured put writer incurs an unrealized loss to
the extent that the current market value of the underlying security is less than
the exercise price of the put option. However, this would be offset in whole or
in part by gain from the premium received and any interest income earned on the
money market investment.

OVER-THE-COUNTER OPTIONS. As indicated in the prospectus (see "Investment
Techniques--Options and Financial Futures Transactions"), each Portfolio except
the Money Market, Value and Small Cap Value Portfolios may deal in
over-the-counter traded options ("OTC options"). OTC options differ from
exchange traded options in several respects. They are transacted directly with
dealers and not with a clearing corporation, and there is a risk of
nonperformance by the dealer as a result of the insolvency of such dealer or
otherwise, in which event a Portfolio may experience material losses. However,
in writing options the premium is paid in advance by the dealer. OTC options are
available for a greater variety of securities, and a wider range of expiration
dates and exercise prices, than are exchange traded options. Since there is no
exchange, pricing is normally done by reference to information from market
makers, which information is carefully monitored by the investment manager and
verified in appropriate cases.

A writer or purchaser of a put or call option can terminate it voluntarily only
by entering into a closing transaction. In the case of OTC options, there can be
no assurance that a continuous liquid secondary market will exist for any
particular option at any specific time. Consequently, a Portfolio may be able to
realize the value of an OTC option it has purchased only by exercising it or
entering into a closing sale with the dealer that issued it. Similarly, when a
Portfolio writes an OTC option, it generally can close out that option prior to
its expiration only by entering into a closing purchase transaction with the
dealer to which the Portfolio originally wrote it. If a covered call option
writer cannot effect a closing transaction, it cannot sell the underlying
security until the option expires or the option is exercised. Therefore, a
covered call option writer may not be able to sell an underlying security even
though it might otherwise be advantageous to do so. Likewise, a secured put
writer may be unable to sell the securities pledged to secure the put for other
investment purposes while it is obligated

B-6
<PAGE> 45

as a put writer. Similarly, a purchaser of such put or call options might also
find it difficult to terminate its position on a timely basis in the absence of
a secondary market.

The Fund understands the position of the staff of the Securities and Exchange
Commission ("SEC") to be that purchased OTC options and the assets used as
"cover" for written OTC options are illiquid securities. The investment manager
disagrees with this position and has found the dealers with which it engages in
OTC options transactions generally agreeable to and capable of entering into
closing transactions. The Fund has adopted procedures for engaging in OTC
options for the purpose of reducing any potential adverse effect of such
transactions upon the liquidity of the Fund's portfolios. A brief description of
such procedures is set forth below.

A Portfolio will only engage in OTC options transactions with dealers that have
been specifically approved by the Fund's investment manager pursuant to
procedures adopted by the Board of Trustees of the Fund. The Fund's investment
manager believes that the approved dealers should be able to enter into closing
transactions if necessary and, therefore, present minimal credit risks to a
Portfolio. The investment manager will monitor the creditworthiness of the
approved dealers on an on-going basis. A Portfolio currently will not engage in
OTC options transactions if the amount invested by the Portfolio in OTC options,
plus a "liquidity charge" related to OTC options written by the Portfolio, plus
the amount invested by the Portfolio in illiquid securities, would exceed 15% of
the Portfolio's net assets. The "liquidity charge" referred to above is computed
as described below.

The Fund anticipates entering into agreements with dealers to which a Portfolio
sells OTC options. Under these agreements a Portfolio would have the absolute
right to repurchase the OTC options from the dealer at any time at a price no
greater than a price established under the agreements (the "Repurchase Price").
The "liquidity charge" referred to above for a specific OTC option transaction
will be the Repurchase Price related to the OTC option less the intrinsic value
of the OTC option. The intrinsic value of an OTC call option for such purposes
will be the amount by which the current market value of the underlying security
exceeds the exercise price. In the case of an OTC put option, intrinsic value
will be the amount by which the exercise price exceeds the current market value
of the underlying security. If there is no such agreement requiring a dealer to
allow the Portfolio to repurchase a specific OTC option written by the
Portfolio, the "liquidity charge" will be the current market value of the assets
serving as "cover" for such OTC option.

OPTIONS ON SECURITIES INDICES. The Portfolios, as part of their options
transactions, may also use options on securities indices in an attempt to hedge
against market conditions affecting the value of securities that the Portfolio
owns or intends to purchase, and not for speculation. Through the writing or
purchase of index options, a Portfolio can achieve many of the same objectives
as through the use of options on individual securities. Options on securities
indices are similar to options on a security except that, rather than the right
to take or make delivery of a security at a specified price, an option on a
securities index gives the holder the right to receive, upon exercise of the
option, an amount of cash if the closing level of the securities index upon
which the option is based is greater than, in the case of a call, or less than,
in the case of a put, the exercise price of the option. This amount of cash is
equal to such difference between the closing price of the index and the exercise
price of the option. The writer of the option is obligated, in return for the
premium received, to make delivery of this amount. Unlike security options, all
settlements are in cash and gain or loss depends on price movements in the
market generally (or in a particular industry or segment of the market) rather
than price movements in individual securities. Price movements in securities
that the Fund owns or intends to purchase probably will not correlate perfectly
with movements in the level of an index since the prices of such securities may
be affected by somewhat different factors and, therefore, a Portfolio bears the
risk that a loss on an index option would not be completely offset by movements
in the price of such securities.

When a Portfolio writes an option on a securities index, it will be required to
deposit with its custodian and mark-to-market eligible securities equal in value
to at least 100% of the exercise price in the case of a put, or the contract
value in the case of a call. In addition, where the Portfolio writes a call
option on a securities index at a

B-7
<PAGE> 46

time when the contract value exceeds the exercise price, the Portfolio will
segregate and mark-to-market, until the option expires or is closed out, cash or
cash equivalents equal in value to such excess.

A Portfolio may also purchase and sell options on other appropriate indices, as
available, such as foreign currency indices. Options on futures contracts and
index options involve risks similar to those risks relating to transactions in
financial futures contracts described below. Also, an option purchased by a
Portfolio may expire worthless, in which case the Portfolio would lose the
premium paid therefor.

FINANCIAL FUTURES CONTRACTS. The Portfolios may enter into financial futures
contracts for the future delivery of a financial instrument, such as a security,
or an amount of foreign currency, or the cash value of a securities index. This
investment technique is designed primarily to hedge (i.e. protect) against
anticipated future changes in market conditions or foreign exchange rates which
otherwise might affect adversely the value of securities or other assets which
the Portfolio holds or intends to purchase. A "sale" of a futures contract means
the undertaking of a contractual obligation to deliver the securities or the
cash value of an index or foreign currency called for by the contract at a
specified price during a specified delivery period. A "purchase" of a futures
contract means the undertaking of a contractual obligation to acquire the
securities or cash value of an index or foreign currency at a specified price
during a specified delivery period. At the time of delivery, in the case of
fixed income securities pursuant to the contract, adjustments are made to
recognize differences in value arising from the delivery of securities with a
different interest rate than that specified in the contract. In some cases,
securities called for by a futures contract may not have been issued at the time
the contract was written.

Although some futures contracts by their terms call for the actual delivery or
acquisition of securities or other assets, in most cases a party will close out
the contractual commitment before delivery of the underlying assets by
purchasing (or selling, as the case may be) on a commodities exchange an
identical futures contract calling for delivery in the same month. Such a
transaction, if effected through a member of an exchange, cancels the obligation
to make or take delivery of the underlying securities or other assets. All
transactions in the futures market are made, offset or fulfilled through a
clearing house associated with the exchange on which the contracts are traded. A
Portfolio will incur brokerage fees when it purchases or sells contracts, and
will be required to maintain margin deposits. At the time a Portfolio enters
into a futures contract, it is required to deposit with its custodian, on behalf
of the broker, a specified amount of cash or eligible securities, called
"initial margin." The initial margin required for a futures contract is set by
the exchange on which the contract is traded. Subsequent payments, called
"variation margin," to and from the broker are made on a daily basis as the
market price of the futures contract fluctuates. The costs incurred in
connection with futures transactions could reduce the Portfolio's return.
Futures contracts entail risks. If the investment manager's judgment about the
general direction of markets or exchange rates is wrong, the overall performance
may be poorer than if no contracts had been entered into.

There may be an imperfect correlation between movements in prices of futures
contracts and portfolio assets being hedged. In addition, the market prices of
futures contracts may be affected by certain factors. If participants in the
futures market elect to close out their contracts through offsetting
transactions rather than meet margin requirements, distortions in the normal
relationship between the assets and futures markets could result. Price
distortions could also result if investors in futures contracts decide to make
or take delivery of underlying securities or other assets rather than engage in
closing transactions because of the resultant reduction in the liquidity of the
futures market. In addition, because, from the point of view of speculators, the
margin requirements in the futures markets are less onerous than margin
requirements in the cash market, increased participation by speculators in the
futures market could cause temporary price distortions. Due to the possibility
of price distortions in the futures market and because of the imperfect
correlation between movements in the prices of securities or other assets and
movements in the prices of futures contracts, a correct forecast of market
trends by the investment manager may still not result in a successful hedging
transaction. If any of these events should occur, the Portfolio could lose money
on the financial futures contracts and also on the value of its portfolio
assets.

B-8
<PAGE> 47

OPTIONS ON FINANCIAL FUTURES CONTRACTS. The Portfolios may purchase and write
call and put options on financial futures contracts. 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 at a specified exercise price at any
time during the period of the option. Upon exercise, the writer of the option
delivers the futures contract to the holder at the exercise price. The Portfolio
would be required to deposit with its custodian initial margin and maintenance
margin with respect to call and put options on futures contracts written by it.
A Portfolio will establish segregated accounts or will provide cover with
respect to written options on financial futures contracts in a manner similar to
that described under "Options on Securities." Options on futures contracts
involve risks similar to those risks relating to transactions in financial
futures contracts described above. Also, an option purchased by a Portfolio may
expire worthless, in which case the Portfolio would lose the premium paid
therefor.

DELAYED DELIVERY TRANSACTIONS. The Total Return, High Yield, Growth, Government
Securities, Investment Grade Bond and Horizon Portfolios may purchase or sell
portfolio securities on a when-issued or delayed delivery basis. When-issued or
delayed delivery transactions arise when securities are purchased by the
Portfolio with payment and delivery to take place in the future in order to
secure what is considered to be an advantageous price and yield to the Portfolio
at the time of entering into the transaction. When the Portfolio enters into a
delayed delivery transaction, it becomes obligated to purchase securities and it
has all of the rights and risks attendant to ownership of a security, although
delivery and payment occur at a later date. The value of fixed income securities
to be delivered in the future will fluctuate as interest rates vary. At the time
a Portfolio makes the commitment to purchase a security on a when-issued or
delayed delivery basis, it will record the transaction and reflect the liability
for the purchase and the value of the security in determining its net asset
value. Likewise, at the time a Portfolio makes the commitment to sell a security
on a delayed delivery basis, it will record the transaction and include the
proceeds to be received in determining its net asset value; accordingly, any
fluctuations in the value of the security sold pursuant to a delayed delivery
commitment are ignored in calculating net asset value so long as the commitment
remains in effect. The Portfolio generally has the ability to close out a
purchase obligation on or before the settlement date, rather than take delivery
of the security.

To the extent the Portfolio engages in when-issued or delayed delivery
transactions, it will do so for the purpose of acquiring portfolio securities
consistent with the Portfolio's investment objective and policies. The Portfolio
will only make commitments to purchase securities on a when-issued or delayed
delivery basis with the intention of actually acquiring the securities, but the
Portfolio reserves the right to sell these securities before the settlement date
if deemed advisable.

REGULATORY RESTRICTIONS. To the extent required to comply with SEC Release No.
IC-10666, when purchasing a futures contract, writing a put option or entering
into a delayed delivery purchase or a forward currency exchange purchase, a
Portfolio will maintain in a segregated account cash, U.S. Government securities
or liquid high grade debt securities equal to the value of such contracts. A
Portfolio will use cover in connection with selling a futures contract.

A Portfolio will not engage in transactions in financial futures contracts or
options thereon for speculation, but only to attempt to hedge against changes in
interest rates or market conditions affecting the value of securities which the
Portfolio holds or intends to purchase.

FOREIGN CURRENCY OPTIONS. The Total Return, High Yield, Growth, International,
Small Cap Growth, Investment Grade Bond, Value+Growth and Horizon Portfolios may
engage in foreign currency options transactions. A foreign currency option
provides the option buyer with the right to buy or sell a stated amount of
foreign currency at the exercise price at a specified date or during the option
period. A call option gives its owner the right, but not the obligation, to buy
the currency, while a put option gives its owner the right, but not the
obligation, to sell the currency. The option seller (writer) is obligated to
fulfill the terms of the option sold if it is exercised. However, either seller
or buyer may close its position during the option period in the secondary market
for such options any time prior to expiration.

B-9
<PAGE> 48

A call rises in value if the underlying currency appreciates. Conversely, a put
rises in value if the underlying currency depreciates. While purchasing a
foreign currency option can protect the Portfolio against an adverse movement in
the value of a foreign currency, it does not limit the gain which might result
from a favorable movement in the value of such currency. For example, if a
Portfolio were holding securities denominated in an appreciating foreign
currency and had purchased a foreign currency put to hedge against a decline in
the value of the currency, it would not have to exercise its put. Similarly, if
the Portfolio had entered into a contract to purchase a security denominated in
a foreign currency and had purchased a foreign currency call to hedge against a
rise in value of the currency but instead the currency had depreciated in value
between the date of purchase and the settlement date, the Portfolio would not
have to exercise its call but could acquire in the spot market the amount of
foreign currency needed for settlement.

FOREIGN CURRENCY FUTURES TRANSACTIONS. As part of their financial futures
transactions (see "Financial Futures Contracts" and "Options on Financial
Futures Contracts" above), the Total Return, High Yield, Growth, International,
Small Cap Growth, Investment Grade Bond, Value+Growth and Horizon Portfolios may
use foreign currency futures contracts and options on such futures contracts.
Through the purchase or sale of such contracts, a Portfolio may be able to
achieve many of the same objectives as through forward foreign currency exchange
contracts more effectively and possibly at a lower cost.

Unlike forward foreign currency exchange contracts, foreign currency futures
contracts and options on foreign currency futures contracts are standardized as
to amount and delivery period and are traded on boards of trade and commodities
exchanges. It is anticipated that such contracts may provide greater liquidity
and lower cost than forward foreign currency exchange contracts.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The Total Return, High Yield,
Growth, International, Small Cap Growth, Investment Grade Bond, Value+Growth and
Horizon Portfolios may engage in forward foreign currency transactions. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
("term") from the date of the contract agreed upon by the parties, at a price
set at the time of the contract. These contracts are traded directly between
currency traders (usually large commercial banks) and their customers. The
investment manager believes that it is important to have the flexibility to
enter into such forward contracts when it determines that to do so is in the
best interest of a Portfolio. A Portfolio will not speculate in foreign currency
exchange.

If a Portfolio retains the portfolio security and engages in an offsetting
transaction with respect to a forward contract, the Portfolio will incur a gain
or a loss (as described below) to the extent that there has been movement in
forward contract prices. If a Portfolio engages in an offsetting transaction, it
may subsequently enter into a new forward contract to sell the foreign currency.
Should forward prices decline during the period between a Portfolio's entering
into a forward contract for the sale of foreign currency and the date when it
enters into an offsetting contract for the purchase of the foreign currency, the
Portfolio would realize a gain to the extent the price of the currency it has
agreed to sell exceeds the price of the currency it has agreed to purchase.
Should forward prices increase, the Portfolio would suffer a loss to the extent
the price of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell. Although such contracts tend to minimize the
risk of loss due to a decline in the value of the hedged currency, they also
tend to limit any potential gain that might result should the value of such
currency increase. A Portfolio may have to convert its holdings of foreign
currencies into U.S. Dollars from time to time in order to meet such needs as
Portfolio expenses and redemption requests. 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.

The returns available from foreign currency denominated debt instruments can be
adversely affected by changes in exchange rates. The investment manager believes
that the use of foreign currency hedging techniques, including "cross-hedges"
for the International Portfolio, can help protect against declines in the U.S.
Dollar value of income available for distribution to shareholders, and against
declines in the net asset value of a

B-10
<PAGE> 49

Portfolio's shares resulting from adverse changes in currency exchange rates.
For example, the return available from securities denominated in a particular
foreign currency would diminish if the value of the U.S. Dollar increased
against that currency. Such a decline could be partially or completely offset by
the increased value of a cross-hedge involving a forward foreign currency
exchange contract to sell a different foreign currency, if that contract were
available on terms more advantageous to the International Portfolio than a
contract to sell the currency in which the position being hedged is denominated.
The investment manager believes that cross-hedges can therefore provide
significant protection of net asset value in the event of a general rise in the
U.S. Dollar against foreign currencies. However, a cross-hedge cannot provide
assured protection against exchange rate risks and, if the investment manager
misjudges future exchange rate relationships, the International Portfolio could
be in a less advantageous position than if such a hedge had not been
established.

A Portfolio will not enter into forward contracts or maintain a net exposure in
such contracts when the Portfolio would be obligated to deliver an amount of
foreign currency in excess of the value of the Portfolio's securities or other
assets (a) denominated in that currency or (b), in the case of a "cross-hedge"
for the International Portfolio (see "Investment Objectives, Policies and Risk
Factors" in the prospectus), denominated in a currency or currencies that the
investment manager believes will have price movements that tend to correlate
closely with that currency. The investment manager will normally seek to select
currencies for sale under a forward contract for a "cross-hedge" that would
reflect a price movement correlation of .8 or higher with respect to the
currency being hedged (1 reflects a perfect correlation, 0 reflects a random
relationship and -1 reflects a diametrically opposite correlation). There is, of
course, no assurance that any specific correlation can be maintained for any
specific transaction. See "Foreign Currency Transactions" under "Investment
Techniques" in the prospectus. The Fund's custodian bank segregates cash or
liquid high-grade securities in an amount not less than the value of a
Portfolio's total assets committed to forward foreign currency exchange
contracts entered into for the purchase of foreign currency. If the value of the
securities segregated declines, additional cash or securities are added so that
the segregated amount is not less than the amount of the Portfolio's commitments
with respect to such contracts. The Portfolios currently do not intend to enter
into such forward contracts if they would have more than 15% of the value of
their total assets committed to such contracts. A Portfolio generally will not
enter into a forward contract with a term longer than one year.

COLLATERALIZED OBLIGATIONS. A Portfolio will currently invest in only those
collateralized obligations that are fully collateralized and that meet the
quality standards otherwise applicable to the Portfolio's investments. Fully
collateralized means that the collateral will generate cash flows sufficient to
meet obligations to holders of the collateralized obligations under even the
most conservative prepayment and interest rate projections. Thus, the
collateralized obligations are structured to anticipate a worst case prepayment
condition and to minimize the reinvestment rate risk for cash flows between
coupon dates for the collateralized obligations. A worst case prepayment
condition generally assumes immediate prepayment of all securities purchased at
a premium and zero prepayment of all securities purchased at a discount.
Reinvestment rate risk may be minimized by assuming very conservative
reinvestment rates and by other means such as by maintaining the flexibility to
increase principal distributions in a low interest rate environment. The
effective credit quality of the collateralized obligations in such instances is
the credit quality of the issuer of the collateral. The requirements as to
collateralization are determined by the issuer or sponsor of the collateralized
obligation in order to satisfy rating agencies, if rated. None of the Portfolios
currently intends to invest more than 5% of its total assets in collateralized
obligations that are collateralized by a pool of credit card or automobile
receivables or other types of assets rather than a pool of mortgages,
mortgage-backed securities or U.S. Government securities. Currently, none of the
Portfolios intends to invest more than 5% of its net assets in inverse floaters
as described in the prospectus (see "Investment Techniques--Collateralized
Obligations"). The Money Market Portfolio does not invest in inverse floaters.

Payments of principal and interest on the underlying collateral securities are
not passed through directly to the holders of the collateralized obligations as
such. Collateralized obligations often are issued in two or more classes with
varying maturities and stated rates of interest. Because interest and principal
payments on the

B-11
<PAGE> 50

underlying securities are not passed through directly to holders of
collateralized obligations, such obligations of varying maturities may be
secured by a single portfolio or pool of securities, the payments on which are
used to pay interest on each class and to retire successive maturities in
sequence. These relationships may in effect "strip" the interest payments from
principal payments of the underlying securities and allow for the separate
purchase of either the interest or the principal payments, sometimes called
interest only ("IO") and principal only ("PO") securities. Collateralized
obligations are designed to be retired as the underlying securities are repaid.
In the event of prepayment on or call of such securities, the class of
collateralized obligation first to mature generally will be paid down first.
Therefore, although in most cases the issuer of collateralized obligations will
not supply additional collateral in the event of such prepayment, there will be
sufficient collateral to secure collateralized obligations that remain
outstanding. It is anticipated that no more than 5% of a Portfolio's net assets
will be invested in IO and PO securities. Governmentally-issued and
privately-issued IO's and PO's will be considered illiquid for purposes of a
Portfolio's limitation on illiquid securities, however, the Board of Trustees
may adopt guidelines under which governmentally-issued IO's and PO's may be
determined to be liquid.

In reliance on an interpretation by the SEC, a Portfolio's investments in
certain qualifying collateralized obligations are not subject to the limitations
in the 1940 Act regarding investments by a registered investment company, such
as a Portfolio, in another investment company.

ZERO COUPON GOVERNMENT SECURITIES. Subject to its investment objective and
policies, a Portfolio may invest in zero coupon U.S. Government securities. Zero
coupon bonds are purchased at a discount from the face amount. The buyer
receives only the right to receive a fixed payment on a certain date in the
future and does not receive any periodic interest payments. These securities may
include those created directly by the U.S. Treasury and those created as
collateralized obligations through various proprietary custodial, trust or other
relationships. The effect of owning instruments which do not make current
interest payments is that a fixed yield is earned not only on the original
investment but also, in effect, on all discount accretion during the life of the
obligations. This implicit reinvestment of earnings at the same rate eliminates
the risk of being unable to reinvest distributions at a rate as high as the
implicit yield on the zero coupon bond, but at the same time eliminates any
opportunity to reinvest earnings at higher rates. For this reason, zero coupon
bonds are subject to substantially greater price fluctuations during periods of
changing market interest rates than those of comparable securities that pay
interest currently, which fluctuation is greater as the period to maturity is
longer. Zero coupon bonds created as collateralized obligations are similar to
those created through the U.S. Treasury, but the former investments do not
provide absolute certainty of maturity or of cash flows after prior classes of
the collateralized obligations are retired. No Portfolio currently intends to
invest more than 5% of its net assets in zero coupon U.S. Government securities
during the current year.

PORTFOLIO TRANSACTIONS

Zurich Kemper Investments, Inc. (formerly named Kemper Financial Services, Inc.)
("ZKI") is the investment manager for the Kemper Funds, and ZKI and its
affiliates, including Dreman Value Advisors, Inc. ("DVA"), also furnish
investment management services to other clients including affiliated insurance
companies. ZKI is the sole shareholder of Zurich Investment Management, Inc. and
Zurich Investment Management Limited. These three entities share some common
research and trading facilities. DVA is the investment manager or sub-adviser
for mutual funds and other institutional accounts including the Value, Small Cap
Value, Value+Growth and Horizon Portfolios. At times investment decisions may be
made to purchase or sell the same investment security for one or more Portfolios
and for one or more of the clients managed by ZKI or its affiliates. When two or
more of such clients are simultaneously engaged in the purchase or sale of the
same security through the same trading facility, the transactions are allocated
as to amount and price in a manner considered equitable to each.

National securities exchanges have established limitations governing the maximum
number of options in each class which may be written by a single investor or
group of investors acting in concert. An exchange may order

B-12
<PAGE> 51

the liquidation of positions found to be in violation of these limits, and it
may impose certain other sanctions. These position limits may restrict the
number of options the Fund will be able to write on a particular security.

The above mentioned factors may have a detrimental effect on the quantities or
prices of securities, options or futures contracts available to the Portfolios.
On the other hand, the ability of the Portfolios to participate in volume
transactions may produce better executions for the Portfolios in some cases. The
Board of Trustees of the Fund believes that the benefits of the ZKI and DVA
organizations outweigh any limitations that may arise from simultaneous
transactions or position limits.

The Fund may purchase instruments issued by banks which are receiving service
payments or commissions; however, no preferences will be given in making such
portfolio purchases. Money market instruments are normally purchased in
principal transactions directly from the issuer or from an underwriter or market
maker. There usually will be no brokerage commissions paid for such purchases.
Purchases from underwriters will include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
will include the spread between the bid and asked prices.

ZKI and DVA, in effecting purchases and sales of portfolio securities for the
account of each Portfolio, will implement the policy of seeking best execution
of orders, which includes best net prices, except to the extent that ZKI and DVA
may be permitted to pay higher brokerage commissions for research services as
described below. Consistent with this policy, orders for portfolio transactions
are placed with broker-dealer firms giving consideration to the quality,
quantity and nature of each firm's professional services, which include
execution, clearance procedures, wire service quotations and statistical and
other research information provided to the Portfolios, ZKI, DVA and Kemper
Investors Life Insurance Company ("KILICO"). KILICO obtains most of its
investment research information from ZKI and DVA. Any research benefits derived
are available for all clients, including clients of affiliated companies of ZKI
and KILICO. Since it is only supplementary to ZKI's and DVA's own research
efforts and must be analyzed and reviewed by their staffs, the receipt of
research information is not expected to materially reduce expenses. In selecting
among the firms believed to meet the criteria for handling a particular
transaction, ZKI and DVA may give consideration to those firms that have sold or
are selling shares of other funds managed by ZKI and DVA or variable life
insurance and variable annuity contracts funded by the Fund, as well as to those
firms that provide market, statistical and other research information to the
Fund, ZKI and DVA; although neither ZKI nor DVA is authorized to pay higher
commissions or, in the case of principal trades, higher prices to firms that
provide such services, except as described below.

ZKI and DVA may in certain instances be permitted to pay higher brokerage
commissions (not including principal trades) solely for receipt of market,
statistical and other research services. Subject to Section 28(e) of the
Securities Exchange Act of 1934 and procedures adopted by the Board of Trustees
of the Fund, the Fund could pay a firm that provides research services to ZKI or
DVA commissions for effecting a securities transaction for the Fund in excess of
the amount other firms would have charged for the transaction if ZKI or DVA
determines in good faith that the greater commission is reasonable in relation
to the value of the research services provided by the executing firm viewed in
terms either of a particular transaction or ZKI's or DVA's overall
responsibilities to the Fund or other clients. Not all of such research services
may be useful or of value in advising a particular Portfolio. Research benefits
will be available for all clients of ZKI and its subsidiaries. The investment
management fee paid by the Fund to ZKI or DVA is not reduced because ZKI or DVA
receives these research services.

B-13
<PAGE> 52

The table below shows total brokerage commissions paid by each Portfolio (other
than the Investment Grade Bond, Value, Small Cap Value, Value+Growth and Horizon
Portfolios, all of which commenced operations on May 1, 1996) then existing for
the last three fiscal years and, for the most recent fiscal year, the percentage
thereof that was allocated to firms based upon research information provided or
sales of Kemper Fund shares.

<TABLE>
<CAPTION>
ALLOCATED TO FIRMS
BASED ON
RESEARCH/SALES OF
KEMPER FUND SHARES
PORTFOLIO FISCAL 1995 IN FISCAL 1995 FISCAL 1994 FISCAL 1993
- ------------------------------------------ ----------- ------------------ ----------- -----------
<S> <C> <C> <C> <C>
Money Market.............................. % $ 0 $ 0
Total Return.............................. % $ 2,594,000 $ 3,044,000
High Yield................................ % $ 1,480,000 $ 1,749,000
Growth.................................... % $ 1,058,000 $ 880,000
Government Securities..................... % $ 27,000 $ 38,000
International............................. % $ 996,000 $ 566,000
Small Cap Growth.......................... % $ 32,000+ $ N/A
</TABLE>

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

+ Commencement of Operations on May 1, 1994 through December 31, 1994

INVESTMENT MANAGERS AND DISTRIBUTOR

INVESTMENT MANAGER. ZKI is investment manager for each Portfolio other than the
Value and Small Cap Value Portfolios. ZKI is wholly owned by ZKI Holding Corp.
ZKI Holding Corp. is a more than 90% owned subsidiary of Zurich Holding Company
of America, Inc., which is a wholly owned subsidiary of Zurich Insurance
Company, an internationally recognized company providing services in life and
non-life insurance, reinsurance and asset management. DVA, a wholly owned
subsidiary of ZKI, serves as the investment manager for the Value and Small Cap
Value Portfolios. Pursuant to investment management agreements, ZKI acts as
investment manager to each Portfolio (DVA for the Value and Small Cap Value
Portfolios), manages its investments, administers its business affairs,
furnishes office facilities and equipment, provides clerical, bookkeeping and
administrative services, provides shareholder and information services and
permits any of its officers or employees to serve without compensation as
trustees or officers of the Fund if elected to such positions. The agreements
provide that each Portfolio pays the charges and expenses of its operations
including the fees and expenses of the trustees (except those who are officers
or employees of the investment manager), 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, taxes and membership dues. The Fund bears the
expenses of registration of its shares with the Securities and Exchange
Commission, while the principal underwriter pays the cost of qualifying and
maintaining the qualification of the Fund's shares for sale under the securities
laws of the various states, if any.

The agreements provides that the investment manager (ZKI or DVA) 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
the investment manager in the performance of its obligations and duties, or by
reason of its reckless disregard of its obligations and duties under the
agreement.

Each investment management agreement continues in effect from year to year so
long as its continuation is approved at least annually by a majority of the
trustees who are not parties to such agreements or interested persons of any
such party except in their capacity as trustees of the Fund and by the
shareholders or the Board of Trustees. Each agreement may be terminated at any
time upon 60 days' notice by either party, or by a majority vote of the

B-14
<PAGE> 53

outstanding shares, and will terminate automatically upon assignment. Additional
Portfolios may become subject to the investment management agreements. The
provisions concerning continuation, amendment and termination and the allocation
of the management fees and the application of the expense limitation shall be on
a Portfolio by Portfolio basis. Additional Portfolios may be subject to
different agreements.

DVA is the sub-adviser of the Value+Growth and the Horizon Portfolios. DVA acts
as sub-adviser pursuant to the terms of a Sub-Advisory Agreement between it and
ZKI. Under the terms of the Sub-Advisory Agreement, DVA manages the value
portion of each Portfolio and provides such investment advice, research and
assistance as ZKI may, from time to time, reasonably request. For its services,
DVA will receive from ZKI a monthly fee at the annual rate of (i) .25% of
average daily net assets of the Value+Growth Portfolio and (ii) .25% of the
portion of the average daily net assets of each Horizon Portfolio allocated by
ZKI to DVA for management. DVA permits any of its officers or employees to serve
without compensation as trustees or officers of the Fund if elected to such
positions.

The Sub-Advisory Agreement provides that DVA will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with matters to which the Sub-Advisory Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
DVA in the performance of its obligations and duties or by reason of reckless
disregard by DVA of its obligations and duties under the Sub-Advisory Agreement.

The Sub-Advisory Agreement continues in effect from year to year so long as its
continuation is approved at least annually (a) by a majority of the trustees who
are not parties to such agreement or interested persons of any such party except
in their capacity as trustees of the Fund and (b) by the shareholders or the
Board of Trustees. The Sub-Advisory Agreement may be terminated at any time for
a Portfolio upon 60 days notice by ZKI, DVA or the Board of Trustees, or by a
majority vote of the outstanding shares of the Portfolio, and will terminate
automatically upon assignment or upon the termination of the Fund's investment
management agreement. The provisions concerning continuation, amendment and
termination are on a Portfolio by Portfolio basis. Additional Portfolios may be
subject to a different agreement.

The Fund pays an investment management fee payable monthly, at an annual rate,
based upon the average daily net assets of each Portfolio, as follows: Money
Market (.50%), Total Return (.55%), High Yield (.60%), Growth (.60%), Government
Securities (.55%), International (.75%), Small Cap Growth (.65%), Investment
Grade Bond (.60%), Value (.75%), Small Cap Value (.75%), Value+Growth (.75%),
Horizon 20+ (.60%), Horizon 10+ (.60%) and Horizon 5 (.60%). For management
services and facilities furnished for the fiscal year ended December 31, 1995,
the Fund incurred fees in the Money Market, Total Return, High Yield, Growth,
Government Securities, International and Small Cap Growth Portfolios of
$ , $ , $ , $ , $ , $ and
$ , respectively. For management services and facilities furnished for
the fiscal year ended December 31, 1994, the Fund incurred fees in the Money
Market, Total Return, High Yield, Growth, Government Securities, International
and Small Cap Growth Portfolios of $512,000, $3,403,000, $1,329,000, $1,768,000,
$583,000, $842,000 and $26,000, respectively. For management services and
facilities furnished for the fiscal year ended December 31, 1993, the Fund
incurred fees in the Money Market, Total Return, High Yield, Growth, Government
Securities and International Portfolios of $357,000, $3,223,000, $1,225,000,
$1,472,000, $629,000 and $295,000, respectively.

PRINCIPAL UNDERWRITER. Kemper Distributors, Inc. ("KDI"), a wholly owned
subsidiary of ZKI, is the distributor and principal underwriter for shares of
the Fund in the continuous offering of its shares. The 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
shareholders. KDI also pays for supplementary sales literature and advertising
costs. Terms of continuation, termination and assignment under the underwriting
agreement are identical to those described above with regard to the investment
management agreement, except that termination other than upon assignment
requires six month's notice.

B-15
<PAGE> 54

Investors Fiduciary Trust Company ("IFTC"), has entered into an agreement with
KILICO whereby KILICO provides certain record keeping services. During the year
ended December 31, 1995, no fees for record keeping or dividend-paying agents'
services, were paid to KILICO.

EXPERTS

The financial statements of the Fund at December 31, 1995 and for the five years
in the period then ended have been audited by Ernst & Young LLP, 233 South
Wacker Drive, Chicago, Illinois 60606, independent auditors, as set forth in
their report appearing elsewhere herein and incorporated herein by reference;
and those financial statements are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

PURCHASE AND REDEMPTION OF SHARES

Fund shares are sold at their net asset value next determined after an order and
payment are received as described in the Fund's prospectus.

Upon receipt by IFTC, the Fund's Transfer Agent, of a request for redemption,
shares will be redeemed by the Fund at the applicable net asset value as
described in the Fund's prospectus.

The Fund may suspend the right of redemption or delay payment more than seven
days (a) during any period when the New York Stock Exchange ("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 a Portfolio's investments
is not reasonably practicable, or (ii) it is not reasonably practicable for the
Portfolio to determine the value of its net assets, or (c) for such other
periods as the Securities and Exchange Commission may by order permit for the
protection of the Fund's shareholders.

OFFICERS AND TRUSTEES

The officers and trustees of the Fund, their principal occupations and their
affiliations, if any, with ZKI or DVA, the investment managers for the Fund and
KDI, the Fund's principal underwriter or their affiliates, are as follows (The
number following each person's title is the number of investment companies
managed by ZKI or DVA for which he or she holds similar positions):

JAMES E. AKINS (10/15/26), Trustee (13), 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.

ARTHUR R. GOTTSCHALK (02/13/25), Trustee (13), 10642 Brookridge Drive,
Frankfort, Illinois; Retired; formerly, President, Illinois Manufacturers
Association; Trustee, Illinois Masonic Medical Center; Member, Board of
Governors, Heartland Institute/Illinois; formerly, Illinois State Senator.

FREDERICK T. KELSEY (04/25/27), Trustee (13), 3133 Laughing Gull Court, John's
Island, South Carolina; Retired; formerly, consultant to Goldman, Sachs & Co.;
formerly, President, Treasurer and Trustee of Institutional Liquid Assets and
its affiliated mutual funds; Trustee of the Benchmark Fund and the Pilot Fund.

FRED B. RENWICK (02/01/30), Trustee (13), 3 Hanover Square, New York, New York;
Professor of Finance, New York University, Stern School of Business; Director,
TIFF Industrial Program, Inc., Director, the Wartberg Home 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.

B-16
<PAGE> 55

*STEPHEN B. TIMBERS (08/08/44), President and Trustee (36), 120 S. LaSalle
Street, Chicago, Illinois; President, Chief Executive Officer, Chief Investment
Officer and Director, ZKI; Director, KDI, DVA and LTV Corporation.

JOHN B. TINGLEFF (05/04/35), Trustee (13), 2015 South Lake Shore Drive, Harbor
Springs, Michigan; Retired; formerly President, Tingleff & Associates
(management consulting firm); formerly, Senior Vice President, Continental
Illinois National Bank & Trust Company.

JOHN G. WEITHERS (08/08/33), Trustee (13), 311 Springlake, 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.

*J. PATRICK BEIMFORD, JR. (05/25/50), Vice President (23), 120 South LaSalle
Street, Chicago, Illinois; Executive Vice President and Chief Investment Officer
- -- Fixed Income, ZKI.

*PHILIP J. COLLORA (11/15/45), Vice President and Secretary (36), 120 South
LaSalle Street, Chicago, Illinois; Attorney, Senior Vice President and Assistant
Secretary, ZKI.

*CHARLES F. CUSTER (08/19/28), Vice President and Assistant Secretary (36), 222
North LaSalle Street, Chicago, Illinois; Partner, Vedder, Price, Kaufman &
Kammholz (attorneys), Legal Counsel to the Fund.

*DAVID F. DIERENFELDT (03/02/49), Vice President and Assistant Secretary (1),
120 South LaSalle Street, Chicago, Illinois; Attorney, Senior Vice President,
Associate General Counsel and Assistant Secretary, ZKI.

*JEROME L. DUFFY (06/29/36), Treasurer (36), 120 South LaSalle Street, Chicago,
Illinois; Senior Vice President, ZKI.

*DENNIS H. FERRO (06/20/45), Vice President (5), 120 South LaSalle Street,
Chicago, Illinois; Executive Vice President and Director of International Equity
Investments, ZKI; prior thereto, President, Managing Director and Chief
Investment Officer of an international investment advisory firm.

*MICHAEL A. McNAMARA (12/28/44), Vice President (6), 120 South LaSalle Street,
Chicago, Illinois; Senior Vice President, ZKI.

*JOHN E. NEAL (03/09/50), Vice President (36), 120 South LaSalle Street,
Chicago, Illinois; President, Kemper Funds Group, a unit of ZKI; Director ZKI,
DVA and KDI.

*JOHN E. PETERS (11/04/47), Vice President (36), 120 South LaSalle Street,
Chicago, Illinois; Senior Executive Vice President, ZKI; President and Director,
KDI; Director, DVA.

*STEVEN H. REYNOLDS (09/11/43), Vice President (13), 120 South LaSalle Street,
Chicago, Illinois; Executive Vice President and Chief Investment Officer --
Equities, ZKI.

*FRANK J. RACHWALSKI, JR. (03/26/45), Vice President (8), 120 South LaSalle
Street, Chicago, Illinois; Senior Vice President, ZKI.

*HARRY E. RESIS, JR. (11/24/45), Vice President (6), 120 South LaSalle Street,
Chicago, Illinois; First Vice President, ZKI.

* Interested persons of the Fund as defined in the Investment Company Act of
1940.

The trustees and officers who are "interested persons" as designated above
receive no compensation from the Fund, except that Mr. Custer's law firm
receives fees from the Fund as counsel to the Fund. The table below

B-17
<PAGE> 56

shows amounts paid or accrued to those trustees who are not designated
"interested persons" during the 1995 calendar year.

<TABLE>
<CAPTION>
TOTAL
COMPENSATION
PENSION OR FROM FUND AND
AGGREGATE RETIREMENT BENEFITS KEMPER FUND COMPLEX
COMPENSATION ACCRUED AS PART OF PAID TO
NAME OF TRUSTEE FROM FUND FUND EXPENSES TRUSTEES**
- --------------------------------------- ------------ ------------------- --------------------
<S> <C> <C> <C>
James E. Akins***...................... $ $ 0 $
Arthur R. Gottschalk*.................. $ $ 0 $
Frederick T. Kelsey*................... $ $ 0 $
Fred B. Renwick***..................... $ $ 0 $
John B. Tingleff....................... $ $ 0 $
John G. Weithers....................... $ $ 0 $
</TABLE>

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

* Includes deferred fees and interest thereon pursuant to deferred
compensation agreements with the Fund. Deferred amounts accrue interest
monthly at a rate equal to the yield of Kemper Money Funds--Kemper Money
Market Fund. Total deferred fees and interest accrued for the latest and
prior fiscal years for this Fund are $ for Mr. Gottschalk and $
for Mr. Kelsey.

** Includes compensation for service as a member of 13 fund boards. Also
includes amounts for new funds estimated as if they had existed at the
beginning of the year.

*** Elected trustee on September 19, 1995.

As of April 30, 1996, the trustees and officers as a group owned beneficially
less than 1% of the outstanding shares of each Portfolio of the Fund.

As of April 30, 1996, ZKI owned all the shares of the Investment Grade Bond,
Value, Small Cap Value, Value+Growth, Horizon 20+, Horizon 10+ and Horizon 5
Portfolios of the Fund.

DIVIDENDS AND TAXES

DIVIDENDS. The Fund may at any time vary the dividend practices with respect to
a Portfolio and, therefore, reserves the right from time to time to either
distribute or retain for reinvestment such of its net investment income and its
net short-term and long-term capital gains as the Board of Trustees of the Fund
determines appropriate under the then current circumstances.

TAXES. Each Portfolio intends to continue to qualify (or, for each of the
Investment Grade Bond, Value, Small Cap Value, Value+Growth, Horizon 20+,
Horizon 10+ and Horizon 5 Portfolios, intend to qualify) as a regulated
investment company under subchapter M of the Internal Revenue Code ("Code") in
order to avoid taxation of the Fund and its shareholders. One of the subchapter
M requirements to be satisfied is that less than 30% of a Portfolio's gross
income during the fiscal year must be derived from gains from the sale or other
disposition of securities held for less than three months. A Portfolio may be
limited in its options, futures and foreign currency transactions in order to
prevent recognition of such gains.

Pursuant to the requirements of Section 817(h) of the Code, the only
shareholders of the Fund and its Portfolios will be insurance companies and
their separate accounts that fund variable insurance contracts. The prospectus
that describes a particular variable insurance contract discusses the taxation
of separate accounts and the owner of the particular variable insurance
contract.

Each Portfolio intends to comply with the requirements of Section 817(h) and
related regulations. Section 817(h) of the Code and the regulations issued by
the Treasury Department impose certain diversification requirements affecting
the securities in which the Portfolios may invest. These diversification
requirements are

B-18
<PAGE> 57

in addition to the diversification requirements under subchapter M and the
Investment Company Act of 1940. The consequences of failure to meet the
requirements of Section 817(h) could result in taxation of the insurance company
offering the variable insurance contract and immediate taxation of the owner of
the contract to the extent of appreciation on investment under the contract.

The preceding is a brief summary of certain of the relevant tax considerations.
The summary is not intended as a complete explanation or a substitute for
careful tax planning and consultation with individual tax advisers.

SHAREHOLDER RIGHTS

The Fund is generally not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust of the Fund ("Declaration of Trust"),
however, shareholder meetings will be held in connection with the following
matters: (a) the election or removal of trustees if a meeting is called for such
purpose; (b) the adoption of any contract for which approval is required by the
1940 Act; (c) any termination of the Fund to the extent and as provided in the
Declaration of Trust; (d) any amendment of the Declaration of Trust (other than
amendments changing the name of the Fund or any Portfolio, establishing a
Portfolio, supplying any omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision thereof); (e) as to
whether a court action, preceding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Fund or the
shareholders, to the same extent as the stockholders of a Massachusetts business
corporation; and (f) such additional matters as may be required by law, the
Declaration of Trust, the By-laws of the Fund, or any registration of the Fund
with the Securities and Exchange Commission or any state, or as the trustees may
consider necessary or desirable. The shareholders also would vote upon changes
in fundamental investment objectives, policies or restrictions.

Under current interpretations of the 1940 Act, the Fund expects that
Participating Insurance Company shareholders will offer VLI and VA contract
holders the opportunity to instruct them as to how Fund shares attributable to
such contracts will be voted with respect to the matters described above. The
separate prospectuses describing the VLI and VA contracts include additional
disclosure of how contract holder voting rights are computed.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Fund. The Declaration of Trust, however, contains provisions designed to protect
shareholders from liability for acts or obligations of the Fund and requires
that notice of such provisions be given in each agreement, obligation or
instrument entered into or executed by the Fund or the trustees. Moreover, the
Declaration of Trust provides for indemnification out of Fund property for all
losses and expenses of any shareholders held personally liable for the
obligations of the Fund and the Fund will be covered by insurance which the
trustees consider adequate to cover foreseeable tort claims. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
considered by ZKI remote and not material since it is limited to circumstances
in which the provisions limiting liability are inoperative and the Fund itself
is unable to meet its obligations.

The Declaration of Trust further provides that the trustees will not be liable
for errors of judgment or mistakes of fact or law. The Declaration of Trust does
not protect a trustee against any liability to which he or she should otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties of a trustee. The Declaration of Trust permits
the Trust to purchase insurance against certain liabilities on behalf of the
trustees.

B-19
<PAGE> 58

REPORT OF INDEPENDENT AUDITORS

The Board of Trustees and Shareholder

Kemper Investors Fund

We have audited the accompanying statement of net assets of the Investment Grade
Bond Portfolio, the Value Portfolio, the Small Cap Value Portfolio, the
Value+Growth Portfolio, the Horizon 20+ Portfolio, the Horizon 10+ Portfolio and
the Horizon 5 Portfolio, comprising certain of the Portfolios of Kemper
Investors Fund as of , 1996. This statement of net assets is the
responsibility of the Trust's management. Our responsibility is to express an
opinion on this statement of net assets based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of net assets is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the statement of net assets. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall statement of net assets
presentation. We believe that our audit of the statement of net assets provides
a reasonable basis for our opinion.

In our opinion, the statement of net assets referred to above presents fairly,
in all material respects, the financial position of each of the above Portfolios
of Kemper Investors Fund at , 1996 in conformity with generally
accepted accounting principles.

Chicago, Illinois

, 1996

B-20
<PAGE> 59

KEMPER INVESTORS FUND

STATEMENT OF NET ASSETS-- , 1996

<TABLE>
<CAPTION>
SMALL CAP VALUE+
INVESTMENT GRADE VALUE VALUE GROWTH HORIZON HORIZON HORIZON
BOND PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO 20+ PORTFOLIO 10+ PORTFOLIO 5 PORTFOLIO
---------------- --------- --------- --------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash......................... $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000
========= ========= ========= ========= ========= ========= =========
NET ASSETS
Net assets, applicable to
shares of beneficial
interest (unlimited number
of shares authorized, no
par value) outstanding:.... $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000
========= ========= ========= ========= ========= ========= =========
THE PRICING OF SHARES
Net asset value and
redemption price per share,
applicable to all
Portfolios ($100,000 /
10,526.316 shares
outstanding)............... $ 9.50 $ 9.50 $ 9.50 $ 9.50 $ 9.50 $ 9.50 $ 9.50
Maximum offering price
per share, applicable to
all Portfolios (net asset
value)..................... $ 9.50 $ 9.50 $ 9.50 $ 9.50 $ 9.50 $ 9.50 $ 9.50
</TABLE>

NOTES:

Kemper Investors Fund (the "Trust"), was organized as a business trust under the
laws of The Commonwealth of Massachusetts on January 22, 1987. All shares of
beneficial interest of each of the above Portfolios were issued to Zurich Kemper
Investments, Inc. ("ZKI"), the investment manager for certain Portfolios of the
Fund, on , 1996. The Trust may establish multiple series; currently
fourteen series have been established.

The costs of organization of each of the above Portfolios will be paid by ZKI.

B-21
<PAGE> 60

APPENDIX--RATINGS OF INVESTMENTS

COMMERCIAL PAPER RATINGS

A-1, A-2 AND PRIME-1, PRIME-2 COMMERCIAL PAPER RATINGS

Commercial paper rated by Standard & Poor's Corporation has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better. The issuer has access to at least
two additional channels of borrowing. Basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry. The reliability and quality of management are unquestioned.
Relative strength or weakness of the above factors determine whether the
issuer's commercial paper is rated A-1 or A-2.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or 2.

CORPORATE BONDS
STANDARD & POOR'S CORPORATION 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.

B-22
<PAGE> 61

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.

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.

B-23
<PAGE> 62

PART C.

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements:

<TABLE>
<S> <C>
(i) Financial Statements included in Part A of the Registration Statement:
Money Market, Total Return, High Yield, Growth, Government Securities,
International and Small Cap Growth Portfolios -- Financial Highlights
Investment Grade Bond, Value, Small Cap Value, Value+Growth, Horizon 20+,
Horizon 10+ and Horizon 5 Portfolios -- None
(ii) Financial Statements included in Part B of the Registration Statement:
Money Market, Total Return, High Yield, Growth, Government Securities,
International and Small Cap Growth Portfolios
Report of Independent Auditors ( , 1996)
Statement of Assets and Liabilities--December 31, 1995
Statement of Operations for the year ended December 31, 1995
Statement of Changes in Net Assets for each of the two years in the period ended
December 31, 1995 (except for the Small Cap Growth Portfolio, which is for the
year ended December 31, 1995 and the period May 2, 1994 through December 31,
1994)
Notes to Financial Statements
Portfolio of Investments--December 31, 1995
Investment Grade Bond, Value, Small Cap Value, Value+Growth, Horizon 20+,
Horizon 10+ and Horizon 5 Portfolios
Report of Independent Auditors ( , 1996)
Statement of Net Assets ( , 1996)
</TABLE>

Schedules I (for the Investment Grade Bond, Value, Small Cap Value,
Value+Growth, Horizon 20+, Horizon 10+ and Horizon 5 Portfolios), II, III, IV
and V have been omitted as the required information is not present.

Schedule I has been omitted for the Money Market, Total Return, High Yield,
Growth, Government Securities, International and Small Cap Growth Portfolios as
the required information is presented in the Portfolio of Investments at
December 31, 1995.

(b) Exhibits:

<TABLE>
<S> <C>
99.b1. (a) Agreement and Declaration of Trust.*
99.b1. (b) Written Instrument Amending the Agreement and Declaration of Trust.*
99.b1. (c) Written Instrument Amending the Agreement and Declaration of Trust.*
99.b1. (d) Written Instrument Amending the Agreement and Declaration of Trust to
Establish and Designate Seven Additional Series.
99.b1. (e) Written Instrument Amending the Agreement and Declaration of Trust to
Change the Name of Two Existing Series.
99.b2. By-laws.*
99.b3. Not Applicable.
99.b4. Text of Share certificate.*
99.b5. (a) Investment Management Agreement (Money Market, Total Return, High Yield,
Growth, Government Securities, International and Small Cap Growth
Portfolios.)
99.b5. (b) Investment Management Agreement (Investment Grade Bond, Value+Growth
Horizon 20+, Horizon 10+ and Horizon 5 Portfolios).**
</TABLE>

C-1
<PAGE> 63

<TABLE>
<S> <C>
99.b5. (c) Investment Management Agreement (Value and Small Cap Value
Portfolios).**
99.b5. (d) Sub-Advisory Agreement (Value+Growth, Horizon 20+, Horizon 10+ and Hori-
zon 5 Portfolios).**
99.b6. Underwriting Agreement.
99.b7. Not Applicable.
99.b8. (a) Custody Agreement.*
99.b8. (b) Foreign Custodian Agreement.*
99.b9. Agency Agreement.*
99.b10.(a) Legal Opinion and Consent of Vedder, Price, Kaufman & Kammholz.**
99.b10.(b) Legal Opinion and Consent of Ropes & Gray.**
99.b11. Consent and Reports of Ernst & Young LLP.**
99.b12. Not Applicable.
99.b13. Subscription Agreement (Investment Grade Bond, Value, Small Cap Value,
Value+Growth, Horizon 20+, Horizon 10+ and Horizon 5 Portfolios).**
99.b14. Not Applicable.
99.b15. Not Applicable.
99.b17. Not Applicable.
99.b18. Not Applicable.
99.b24. Powers of Attorney.
27.1 Financial Data Schedule (Money Market).**
27.2 Financial Data Schedule (Total Return).**
27.3 Financial Data Schedule (High Yield).**
27.4 Financial Data Schedule (Growth).**
27.5 Financial Data Schedule (Government Securities).**
27.6 Financial Data Schedule (International).**
27.7 Financial Data Schedule (Small Cap Growth).**
99.b99. Not Applicable.
</TABLE>

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

* Incorporated herein by reference to Post-Effective Amendment No. 14 to the
Registration Statement filed on or about April 27, 1995.

** To be filed before the effective date of the Registration Statement.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Shares of the Registrant will be offered and sold to Kemper Investors Life
Insurance Company ("KILICO"), a stock insurance company organized under the laws
of Illinois, and its separate investment accounts, "KILICO Variable Separate
Account" and "KILICO Variable Annuity Separate Account" (the "Separate
Accounts"). The purchasers of insurance contracts and annuity contracts issued
in connection with such accounts will have the right to instruct KILICO with
respect to the voting of the Registrant's shares held by the Separate Accounts.
Subject to such voting instruction rights, KILICO and the Separate Accounts
directly control the Registrant. KILICO is a wholly-owned subsidiary of Zurich
Kemper Life Insurance Companies, Inc. Other information pertaining to persons
controlled by or under common control with Registrant is hereby incorporated by
reference to Exhibit 16, herein.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

As of February 12, 1996, there were three holders of record of shares of
the Money Market, Total Return, High Yield, Growth, Government Securities,
International and Small Cap Growth Portfolios. As of February 12, 1996, there
were no holders of record of shares of the Investment Grade Bond, Value, Small
Cap Value, Value+Growth, Horizon 20+, Horizon 10+ or Horizon 5 Portfolios.

C-2
<PAGE> 64

ITEM 27. INDEMNIFICATION

Article VIII of the Registrant's Agreement and Declaration of Trust
(Exhibit 1 hereto, which is incorporated herein by reference) provides in effect
that the Registrant will indemnify its officers and trustees under certain
circumstances. However, in accordance with Section 17(h) and 17(i) of the
Investment Company Act of 1940 and its own terms, said Article of the Agreement
and Declaration of Trust does not protect any person against any liability to
the Registrant or its shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 28.(A) BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Information pertaining to business and other connections of the
Registrant's investment advisers and sub-adviser is hereby incorporated by
reference to the sections of the Prospectus captioned "Summary," "Investment
Managers," and "Distributor" and to the section of the Statement of Additional
Information captioned "Investment Managers and Distributor."

C-3
<PAGE> 65

Zurich Kemper Investments, Inc., one of the investment advisers of the
Registrant, is investment adviser of:

<TABLE>
<S> <C>
Kemper Mutual Funds: Kemper Closed-End Funds:
Kemper Technology Fund Kemper High Income Trust
Kemper Total Return Fund Kemper Intermediate Government Trust
Kemper Growth Fund Kemper Municipal Income Trust
Kemper Small Capitalization Equity Fund Kemper Multi-Market Income Trust
Kemper Income and Capital Preservation Fund Kemper Strategic Municipal Income Trust
Kemper Money Funds The Growth Fund of Spain, Inc.
Kemper National Tax-Free Income Series Kemper Strategic Income Fund
Kemper Diversified Income Fund
Kemper High Yield Fund
Cash Equivalent Fund
Kemper U.S. Government Securities Fund
Kemper International Fund
Kemper Portfolios
Kemper State Tax-Free Income Series
Tax-Exempt California Money Market Fund
Kemper Adjustable Rate U.S. Government Fund
Kemper Blue Chip Fund
Kemper Global Income Fund
Kemper Target Equity Fund
Cash Account Trust
Investors Cash Trust
Tax-Exempt New York Money Market Fund
Kemper Value Plus Growth Fund
Kemper Quantitative Equity Fund
Kemper Horizon Fund
Kemper Europe Fund
</TABLE>

Zurich Kemper Investments, Inc. also furnishes investment advice to and
manages investment portfolios for other clients including Kemper International
Bond Fund.

Dreman Value Advisors, Inc., one of the investment advisers of the
Registrant, is the investment adviser of Kemper-Dreman Fund, Inc. and performs
investment advisory services for other institutional advisory clients. Dreman
Value Advisors, Inc. is also a sub-adviser for certain Portfolios of the
Registrant and for Kemper Value Plus Growth Fund and Kemper Horizon Fund.

C-4
<PAGE> 66

Item 28(b)(i) Business and Other Connections of Officers
and Directors of Zurich Kemper Investments, Inc.,
the Investment Adviser

TIMBERS, STEPHEN B.
Director, President, Chief Executive Officer and Chief Investment Officer,
Kemper Financial Services, Inc.
Director, Kemper Distributors, Inc.
Director, Chairman, Zurich Investment Management, Inc.
Director, Chairman, Kemper Service Company
Director, Dreman Value Advisors, Inc.
Director, President, Kemper International Management, Inc.
Trustee and President, Kemper Funds
Director, The LTV Corporation
Director, Investment Analysts Society of Chicago

NEAL, JOHN E.
Director, Kemper Financial Services, Inc., President, Kemper Funds Group
Director, President, Kemper Service Company
Director, Kemper Distributors, Inc.
Director, Zurich Investment Management, Inc.
Director, Dreman Value Advisors, Inc.
Director, Camelot Financial Corporation
Director, Coast Broadcasting Company
Director, Hawaii Kai Development Company
Director, Kacor Gateway, Inc.
Director, Kailua Associates, Inc.
Director, Kacor Trust Deed Company
Director, Community Investment Corporation
Director, Continental Community Development Corporation
Director, President, Kemper Real Estate, Inc.
Director, President, Kemper/Cymrot, Inc.
Director, President, Kemper/Cymrot Management, Inc.
Director, President, FKLA Loire Court, Inc.
Director, Vice President, FKLA Realty Corporation
Director, President, FLA First Nationwide, Inc.
Director, President, FLA Plate Building, Inc.
Director, Vice President, FLA Realty Corporation
Director, Kemper/Lumbermens Properties, Inc.
Director, Senior Vice President, Kemper Real Estate Management Company
Director, KRDC, Inc.
Director, Mesa Homes
Director, Mesa Homes Brokerage Company
Director, Mount Doloroes Corporation
Director, Montgomery Gallery, Inc.
Director, Monterey Research Park, Inc.
Director, One Corporate Centre, Inc.

C-5
<PAGE> 67

Director, Pacific Homes, Inc.
Director, Palomar Triad, Inc.
Director, Pine/Battery Properties, Inc.
Director, Rancho and Industrial Property Brokerage, Inc.
Director, Rancho California, Inc.
Director, Rancho Regional Shopping Center, Inc.
Director, Tourelle Corporation
Director, Two Corporate Centre, Inc.
Director, Vice President, Kemper Portfolio Corporation
Director, Vice President, KFC Portfolio Corporation
Director, Vice President, KILICO Realty Corporation
Director, President, KI Arnold Industrial, Inc.
Director, President, KI Canyon Park, Inc.
Director, President, KI Centreville, Inc.
Director, President, KI Colorado Boulevard, Inc.
Director, President, KI Dublin Boulevard, Inc.
Director, President, KI LaFiesta Square, Inc.
Director, President, KI Lewinsville, Inc.
Director, President, KI Monterey Research, Inc.
Director, President, KI Olive Street, Inc.
Director, President, KI Thornton Boulevard, Inc.
Director, President, KI Sutter Street, Inc.
Director, President, KR 77 Fitness Center, Inc.
Director, President, KR Avondale Redmond, Inc.
Director, President, KR Black Mountain, Inc.
Director, President, KR Brannan Resources, Inc.
Director, President, KR Clay Capital, Inc.
Director, President, KR Cranbury, Inc.
Director, President, KR Delta Wetlands, Inc.
Director, President, KR Gainesville, Inc.
Director, President, KR Hotels, Inc.
Director, President, KR Lafayette Apartments, Inc.
Director, President, KR Lafayette BART, Inc.
Director, President, KR Palm Plaza, Inc.
Director, President, KR Red Hill Associates, Inc.
Director, President, KR Seagate/Gateway North, Inc.
Director, President, KR Venture Way, Inc.
Director, President, KR Walnut Creek, Inc.
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
Director, KRDC, Inc.
Director, RespiteCare
Director, President, SMS Realty Corp.
Vice President, Kemper Funds
Director, Urban Shopping Centers, Inc.

C-6
<PAGE> 68

PETERS, JOHN E.
Director, Senior Executive Vice President, Kemper Financial
Services, Inc.
Director, Dreman Value Advisors, Inc.
Director, President, Kemper Distributors, Inc.
Vice President, Zurich Investment Management, Inc.
Vice President, Kemper Funds
Director, Kemper Service Company

BEIMFORD, JR., JOSEPH P.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Galaxy Offshore, Inc.
Vice President, Investors Cash Trust
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Global Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper International Bond Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Money Funds
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Municipal Income Trust
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Portfolios
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Income Fund
Vice President, Kemper Strategic Municipal Income Trust
Vice President, Kemper U.S. Government Securities Fund
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund

CHAPMAN II, WILLIAM E.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.

C-7
<PAGE> 69

COXON, JAMES H.
Executive Vice President, Kemper Financial Services, Inc.
Director, Vice President, Galaxy Offshore, Inc.
Executive Vice President, Kemper Asset Management Company

FERRO, DENNIS H.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper International Fund
Director, Managing Director-Equities, Kemper Investment Management
Company Limited
Vice President, Kemper Investors Fund
Vice President, Kemper Target Equity Fund
Vice President, The Growth Fund of Spain, Inc.
Vice President, Kemper Europe Fund

GREENAWALT, JAMES L.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Distributors, Inc.

JOHNS, GORDON K.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Global Income Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper International Bond Fund
Vice President, Kemper International Management, Inc.
Managing Director, Kemper Investment
Management Company Limited
Vice President, Kemper Multi-Market Income Trust
Director, Thames Heritage Parade Limited

LANGBAUM, GARY A.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Total Return Fund
Vice President, Kemper Investors Fund

REYNOLDS, STEVEN H.
Executive Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund
Vice President, Kemper Total Return Fund
Vice President, Kemper Growth Fund
Vice President, Kemper Small Capitalization Equity Fund
Vice President, Kemper International Fund
Vice President, Kemper Blue Chip Fund

C-8

<PAGE> 70

Vice President, Kemper Value Plus Growth Fund
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Target Equity Fund
Vice President, Kemper Horizon Fund
Vice President, Kemper Investors Fund
Vice President, The Growth Fund of Spain, Inc.
Vice President, Kemper Europe Fund

SILIGMUELLER, DALE S.
Executive Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Kemper Service Company

BUKOWSKI, DANIEL J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Quantitative Equity Fund
Vice President, Kemper Value Plus Growth Fund

BUTLER, DAVID H.
Senior Vice President, Kemper Financial Services, Inc.

CERVONE, DAVID M.
Senior Vice President, Kemper Financial Services, Inc.

CESSINE, ROBERT S.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Income and Capital Preservation Fund
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust

CHESTER, TRACY McCORMICK
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Blue Chip Fund
Vice President, Kemper Target Equity Fund
Vice President, Kemper Value Plus Growth Fund

CIARLELLI, ROBERT W.
Senior Vice President, Kemper Financial Services, Inc.
Executive Vice President, Kemper Service Company

COLLECCHIA, FRANK E.
Senior Vice President, Kemper Financial Services, Inc.
Senior Investment Officer, Federal Kemper Life Assurance
Company
Senior Investment Officer, Fidelity Life Association
Vice President, FKLA Loire Court, Inc.
Vice President, FLA First Nationwide, Inc.
Vice President, FLA Plate Building, Inc.
Vice President, Galaxy Offshore, Inc.

C-9
<PAGE> 71

Senior Investment Officer, Kemper Investors Life Insurance
Company
Vice President, KI Arnold Industrial, Inc.
Vice President, KI Canyon Park, Inc.
Vice President, KI Centreville, Inc.
Vice President, KI Colorado Boulevard, Inc.
Vice President, KI Dublin Boulevard, Inc.
Vice President, KI LaFiesta Square, Inc.
Vice President, KI Lewinsville, Inc.
Vice President, KI Monterey Research, Inc.
Vice President, KI Olive Street, Inc.
Vice President, KI Sutter Street, Inc.
Vice President, KI Thornton Boulevard, Inc.
Vice President, KR 77 Fitness Center, Inc.
Vice President, KR Avondale Redmond, Inc.
Vice President, KR Black Mountain, Inc.
Vice President, KR Brannan Resources, Inc.
Vice President, KR Clay Capital, Inc.
Vice President, KR Cranbury, Inc.
Vice President, KR Delta Wetlands, Inc.
Vice President, KR Gainesville, Inc.
Vice President, KR Halawa Associates, Inc.
Vice President, KR Hotels, Inc.
Vice President, KR Lafayette Apartments, Inc.
Vice President, KR Lafayette BART, Inc.
Vice President, KR Palm Plaza, Inc.
Vice President, KR Red Hill Associates, Inc.
Vice President, KR Seagate/Gateway North, Inc.
Vice President, KR Venture Way, Inc.
Vice President, KR Walnut Creek, Inc.

COLLORA, PHILIP J.
Senior Vice President and Assistant Secretary, Kemper Financial
Services, Inc.
Vice President and Secretary, Kemper Funds
Assistant Secretary, Kemper International Management, Inc.

DIERENFELDT, DAVID F.
Senior Vice President, Associate General Counsel,
Assistant Secretary, Kemper Financial Services, Inc.
Vice President and Secretary, Kemper Distributors, Inc.
Secretary, Dreman Value Advisors, Inc.
Assistant Secretary, Galaxy Offshore, Inc.
Director, Secretary, INVEST Financial Corporation
Secretary, INVEST Financial Corporation Holding Company
Assistant Secretary, Investors Brokerage Services
Insurance Agency, Inc.

C-10
<PAGE> 72

Assistant Secretary, Investors Brokerage Services, Inc.
Secretary, Zurich Investment Management, Inc.
Assistant Secretary, Kemper International Management, Inc.
Assistant Secretary, Kemper Investment Management Company
Limited
Vice President and Assistant Secretary, Kemper Investors Fund
Secretary, Kemper Service Company

DUDASIK, PATRICK H.
Senior Vice President, Kemper Financial Services, Inc.
Executive Vice President, Chief Financial Officer and Treasurer,
Dreman Value Advisors, Inc.
Vice President and Treasurer, Zurich Investment Management, Inc.
Treasurer and Chief Financial Officer, Kemper Distributors, Inc.
Treasurer and Chief Financial Officer, Kemper Service Company
Director and Treasurer, Kemper Investment Management Company
Limited

DUFFY, JEROME L.
Senior Vice President, Kemper Financial Services, Inc.
Treasurer, Kemper Funds

GALLAGHER, MICHAEL L.
Senior Vice President, Kemper Financial Services, Inc.
Senior Vice President, Kemper Service Company

GLASSMAN, HARVEY
Senior Vice President, Kemper Financial Services, Inc.

GOERS, RICHARD A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund

INNES, BRUCE D.
Senior Vice President, Kemper Financial Services, Inc.
Co-President, International Association of Corporate and
Professional Recruiters

KLEIN, GEORGE
Senior Vice President, Kemper Financial Services, Inc.
Director, Executive Vice President, Zurich Investment Management, Inc.

C-11
<PAGE> 73

KORTH, FRANK D.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Technology Fund

McNAMARA, MICHAEL A.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund

MIER, CHRISTOPHER J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper National Tax-Free Income Series
Vice President, Kemper Municipal Income Trust
Vice President, Kemper State Tax-Free Income Series
Vice President, Kemper Strategic Municipal Income Trust

MURRIHY, MAURA J.
Senior Vice President, Kemper Financial Services, Inc.

NATHANSON, IRA
Senior Vice President, Kemper Financial Services, Inc.

RABIEGA, CRAIG F.
Senior Vice President, Kemper Financial Services, Inc.
First Vice President, Kemper Service Company

RACHWALSKI, JR. FRANK J.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund
Vice President, Investors Cash Trust
Vice President, Kemper Investors Fund
Vice President, Kemper Money Funds
Vice President, Kemper Portfolios
Vice President, Tax-Exempt California Money Market Fund
Vice President, Tax-Exempt New York Money Market Fund

REGNER, THOMAS M.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Horizon Fund

RESIS, JR., HARRY E.
Senior Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund

C-12
<PAGE> 74

Vice President, Kemper High Income Trust
Vice President, Kemper High Yield Fund
Vice President, Kemper Investors Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund

SCHUMACHER, ROBERT T.
Senior Vice President, Kemper Financial Services, Inc.

SMITH, JR., EDWARD BYRON
Senior Vice President, Kemper Financial Services, Inc.

VINCENT, CHRISTOPHER T.
Senior Vice President, Kemper Financial Services, Inc.
First Vice President, Zurich Investment Management, Inc.

BAZAN, KENNETH M.
First Vice President, Kemper Financial Services, Inc.
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.

BOEHM, JONATHAN J.
First Vice President, Kemper Financial Services, Inc.
Senior Vice President, Kemper Service Company

BURROW, DALE R.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Strategic Municipal Income Trust

BYRNES, ELIZABETH A.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Adjustable Rate U.S. Government Fund
Vice President, Kemper Intermediate Government Trust

CHIEN, CHRISTINE
First Vice President, Kemper Financial Services, Inc.

DeMAIO, CHRIS C.
First Vice President, Kemper Financial Services, Inc.
Vice President and Chief Accounting Officer, Kemper Service
Company

DEXTER, STEPHEN P.
First Vice President, Kemper Financial Services, Inc.

DOYLE, DANIEL J.
First Vice President, Kemper Financial Services, Inc.

C-13
<PAGE> 75

FENGER, JAMES E.
First Vice President, Kemper Financial Services, Inc.

HALE, DAVID D.
First Vice President, Kemper Financial Services, Inc.

HARRINGTON, MICHAEL E.
First Vice President, Kemper Financial Services, Inc.

HORTON, ROBERT J.
First Vice President, Kemper Financial Services, Inc.

JACOBS, PETER M.
First Vice President, Kemper Financial Services, Inc.

KEELEY, MICHELLE M.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Intermediate Government Trust
Vice President, Kemper Portfolios

KIEL, CAROL L.
First Vice President, Kemper Financial Services, Inc.

LAUGHLIN, ANN M.
First Vice President, Kemper Financial Services, Inc.

LENTZ, MAUREEN P.
First Vice President, Kemper Financial Services, Inc.

McCRINDLE-PETRARCA, SUSAN
First Vice President, Kemper Financial Services, Inc.

MINER, EDWARD
First Vice President, Kemper Financial Services, Inc.

MURRAY, SCOTT S.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company

NORRIS, JOHNSTON A.
First Vice President, Kemper Financial Services, Inc.

PAYNE, III, ROBERT D.
First Vice President, Kemper Financial Services, Inc.

PANOZZO, ROBERTA L.
First Vice President, Kemper Financial Services, Inc.

C-14
<PAGE> 76

RADIS, STEVE A.
First Vice President, Kemper Financial Services, Inc.

RATEKIN, DIANE E.
First Vice President, Assistant General Counsel and Assistant
Secretary, Kemper Financial Services, Inc.
Assistant Secretary, Kemper Distributors, Inc.

SILVIA, JOHN E.
First Vice President, Kemper Financial Services, Inc.

STUEBE, JOHN W.
First Vice President, Kemper Financial Services, Inc.
Vice President, Cash Account Trust
Vice President, Cash Equivalent Fund

THOUIN, EDITH A.
First Vice President, Kemper Financial Services, Inc.
Director-European Equities, Kemper Investment Management Company Limited
Vice President, Kemper Europe Fund

TRUTTER, JONATHAN W.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Diversified Income Fund
Vice President, Kemper Multi-Market Income Trust
Vice President, Kemper Strategic Income Fund

WETHERALD, ROBERT F.
First Vice President, Kemper Financial Services, Inc.

WILLSON, STEPHEN R.
First Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Strategic Municipal Income Trust

WITTNEBEL, MARK E.
First Vice President, Kemper Financial Services, Inc.

BARRY, JOANN M.
Vice President, Kemper Financial Services, Inc.

BODEM, RICHARD A.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company

BURSHTAN, DAVID H.
Vice President, Kemper Financial Services, Inc.

C-15
<PAGE> 77

CARNEY, ANNE T.
Vice President, Kemper Financial Services, Inc.

CARTER, PAUL J.
Vice President, Kemper Financial Services, Inc.

CHRISTIANSEN, HERBERT A.
Vice President, Kemper Financial Services, Inc.
First Vice President, Kemper Service Company

COHEN, JERRI I.
Vice President, Kemper Financial Services, Inc.

ESOLA, CHARLES J.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company

FRIHART, THORA A.
Vice President, Kemper Financial Services, Inc.

GERACI, AUGUST L.
Vice President, Kemper Financial Services, Inc.

GOLAN, JAMES S.
Vice President, Kemper Financial Services, Inc.

HUOT, LISA L.
Vice President, Kemper Financial Services, Inc.

KARWOWSKI, KENNETH F.
Vice President, Kemper Financial Services, Inc.

KNAPP, WILLIAM M.
Vice President, Kemper Financial Services, Inc.

KOCH, DEBORAH L.
Vice President, Kemper Financial Services, Inc.

KOURY, KATHRYN E.
Vice President, Kemper Financial Services, Inc.

KRANZ, KATHY J.
Vice President, Kemper Financial Services, Inc.

C-16
<PAGE> 78

KRUEGER, PAMELA D.
Vice President, Kemper Financial Services, Inc.

KYCE, JOYCE
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company

LeFEBVRE, THOMAS J.
Vice President, Kemper Financial Services, Inc.

MANGIPUDI, V. RAO
Vice President, Kemper Financial Services, Inc.

McGOVERN, KAREN B.
Vice President, Kemper Financial Services, Inc.

MILLIGAN, BRIAN J.
Vice President, Kemper Financial Services, Inc.
Assistant Treasurer, Kemper Real Estate, Inc.
Assistant Treasurer, Kemper Cymrot, Inc.
Assistant Treasurer, Kemper Cymrot Management, Inc.
Assistant Treasurer, FKLA Loire Court, Inc.
Assistant Treasurer, FKLA Realty Corporation
Assistant Treasurer, FLA First Nationwide, Inc.
Assistant Treasurer, FLA Plate Building, Inc.
Assistant Treasurer, FLA Realty Corporation
Assistant Treasurer, Kemper Portfolio Corporation
Assistant Treasurer, KFC Portfolio Corporation
Assistant Treasurer, KILICO Realty Corporation
Assistant Treasurer, KI Arnold Industrial, Inc.
Assistant Treasurer, KI Canyon Park, Inc.
Assistant Treasurer, KI Centreville, Inc.
Assistant Treasurer, KI Colorado Boulevard, Inc.
Assistant Treasurer, KI Dublin Boulevard, Inc.
Assistant Treasurer, KI LaFiesta Square, Inc.
Assistant Treasurer, KI Lewinsville, Inc.
Assistant Treasurer, KI Monterey Research, Inc.
Assistant Treasurer, KI Olive Street, Inc.
Assistant Treasurer, KI Thornton Boulevard, Inc.
Assistant Treasurer, KI Sutter Street, Inc.
Assistant Treasurer, KR 77 Fitness Center, Inc.
Assistant Treasurer, KR Avondale Redmond, Inc.
Assistant Treasurer, KR Black Mountain Inc.
Assistant Treasurer, KR Brannon Resources, Inc.
Assistant Treasurer, KR Clay Capital, Inc.
Assistant Treasurer, KR Cranbury, Inc.
Assistant Treasurer, KR Delta Wetlands, Inc.

C-17
<PAGE> 79
Assistant Treasurer, KR Gainesville, Inc.
Assistant Treasurer, KR Hotels, Inc.
Assistant Treasurer, KR Lafayette Apartments, Inc.
Assistant Treasurer, KR Lafayette BART, Inc.
Assistant Treasurer, KR Palm Plaza, Inc.
Assistant Treasurer, KR Red Hill Associates, Inc.
Assistant Treasurer, KR Seagate/Gateway North, Inc.
Assistant Treasurer, KR Venture Way, Inc.
Assistant Treasurer, KR Walnut Creek, Inc.

MITCHELL, KATHERINE H.
Vice President, Kemper Financial Services, Inc.

MURPHY, THOMAS M.
Vice President, Kemper Financial Services, Inc.

NEVILLE, BRIAN P.
Vice President, Kemper Financial Services, Inc.

PANOZZO, ALBERT R.
Vice President, Kemper Financial Services, Inc.

PONTECORE, SUSAN E.
Vice President, Kemper Financial Services, Inc.

QUADRINI, LISA L.
Vice President, Kemper Financial Services, Inc.

ROKOSZ, PAUL A.
Vice President, Kemper Financial Services, Inc.

ROSE, KATIE M.
Vice President, Kemper Financial Services, Inc.

SHULTZ, KAREN D.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company

SMITH, ROBERT G.
Vice President, Kemper Financial Services, Inc.

SOPHER, EDWARD O.
Vice President, Kemper Financial Services, Inc.

STROMM, LAWRENCE D.
Vice President, Kemper Financial Services, Inc.

C-18

<PAGE> 80

TEPPER, SHARYN A.
Vice President, Kemper Financial Services, Inc.

VANDEMERKT, RICHARD J.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company

WATKINS, JAMES K.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Service Company

WERTH, ELIZABETH C.
Vice President, Kemper Financial Services, Inc.
Vice President, Kemper Distributors, Inc.
Assistant Secretary, Kemper Mutual Funds
Assistant Secretary, Kemper International Bond Fund
Assistant Secretary, Kemper Target Equity Fund
Assistant Secretary, Kemper-Dreman Fund, Inc.
Assistant Secretary, Kemper Horizon Fund
Assistant Secretary, Kemper Europe Fund

WIZER, BARBARA K.
Vice President, Kemper Financial Services, Inc.

ZURAWSKI, CATHERINE N.
Vice President, Kemper Financial Services, Inc.

C-19

<PAGE> 81

Item 28(b)(ii) Business and Other Connections of Officers and Directors
of Dreman Value Advisors, Inc., the Investment Adviser and Sub-Adviser

DREMAN, DAVID N.
Director, Chairman of the Board, Dreman Value Advisors, Inc.
Vice President, Kemper Value Plus Growth Fund
Vice President, Kemper-Dreman Fund, Inc.

NEAL, JOHN E.
Director, Dreman Value Advisors, Inc.
Director, Chief Operating Officer, Kemper Financial
Services, Inc.
President, Kemper Funds Group
Director, President, Kemper Service Company
Director, Kemper Distributors, Inc.
Director, Zurich Investment Management, Inc.
Director, Camelot Financial Corporation
Director, Coast Broadcasting Company
Director, Hawaii Kai Development Company
Director, Kacor Gateway, Inc.
Director, Kailua Associates, Inc.
Director, Kacor Trust Deed Company
Director, Community Investment Corporation
Director, Continental Community Development Corporation
Director, President, Kemper Real Estate, Inc.
Director, President, Kemper/Cymrot, Inc.
Director, President, Kemper/Cymrot Management, Inc.
Director, President, FKLA Loire Court, Inc.
Director, Vice President, FKLA Realty Corporation
Director, President, FLA First Nationwide, Inc.
Director, President, FLA Plate Building, Inc.
Director, Vice President, FLA Realty Corporation
Director, Kemper/Lumbermens Properties, Inc.
Director, Senior Vice President, Kemper Real Estate Management Company
Director, KRDC, Inc.
Director, Mesa Homes
Director, Mesa Homes Brokerage Company

C - 20

<PAGE> 82
Director, Mount Doloroes Corporation
Director, Montgomery Gallery, Inc.
Director, Monterey Research Park, Inc.
Director, One Corporate Centre, Inc.
Director, Pacific Homes, Inc.
Director, Palomar Triad, Inc.
Director, Pine/Battery Properties, Inc.
Director, Rancho and Industrial Property Brokerage, Inc.
Director, Rancho California, Inc.
Director, Rancho Regional Shopping Center, Inc.
Director, Tourelle, Inc.
Director, Two Corporate Center
Director, Vice President, Kemper Portfolio Corporation
Director, Vice President, KFC Portfolio Corporation
Director, Vice Presidnet, KILICO Realty Corporation
Director, President, KI Arnold Industrial, Inc.
Director, President, KI Canyon Park, Inc.
Director, President, KI Centreville, Inc.
Director, President, KI Colorado Boulevard, Inc.
Director, President, KI Dublin Boulevard, Inc.
Director, President, KI LaFiesta Square, Inc.
Director, President, KI Lewinsville, Inc.
Director, President, KI Monterey Research, Inc.
Director, President, KI Olive Street, Inc.
Director, President, KI Thornton Boulevard, Inc.
Director, President, KI Sutter Street, Inc.
Director, President, KR 77 Fitness Center, Inc.
Director, President, KR Avondale Redmond, Inc.
Director, President, KR Black Mountain, Inc.
Director, President, KR Brannan Resources, Inc.
Director, President, KR Clay Capital, Inc.
Director, President, KR Cranbury, Inc.
Director, President, KR Delta Wetlands, Inc.
Director, President, KR Gainesville, Inc.
Director, President, KR Hotels, Inc.
Director, President, KR Lafayette Apartments, Inc.
Director, President, KR Lafayette BART, Inc.
Director, President, KR Palm Plaza, Inc.
Director, President, KR Red Hill Associates, Inc.
Director, President, KR Seagate/Gateway North, Inc.
Director, President, KR Venture Way, Inc.
Director, President, KR Walnut Creek, Inc.
Director, K-P Greenway, Inc.
Director, K-P Plaza Dallas, Inc.
Director, Kemper/Prime Acquisition Fund, Inc.
Director, KRDC, Inc.

C - 21

<PAGE> 83
Director, RespiteCare
Director, President, SMS Realty Corp.
Vice President, Kemper Funds
Director, Urban Shopping Centers, Inc.

PETERS, JOHN E.
Director, Dreman Value Advisors, Inc.
Director, Senior Executive Vice President, Kemper Financial Services,
Inc.
Director, President, Kemper Distributors, Inc.
Vice President, Zurich Investment Management, Inc.
Vice President, Kemper Funds
Director, Kemper Service Company

TIMBERS, STEPHEN B.
Director, Dreman Value Advisors, Inc.
Director, President, Chief Executive Officer and Chief Investment
Officer, Kemper Financial Services, Inc.
Director, Kemper Distributors, Inc.
Director, Chairman, Zurich Investment Management, Inc.
Director, Chairman, Kemper Service Company
Director, President, Kemper International Management, Inc.
Trustee and President, Kemper Funds
Director, The LTV Corporation
Director, Investment Analysts Society of Chicago

C - 22

<PAGE> 84

NEEL, JAMES R.
Director, President and Chief Executive Officer, Dreman Value Advisors, Inc.
Vice President, Kemper-Dreman Fund, Inc.

DUDASIK, PATRICK H.
Executive Vice President, Chief Financial Officer and Treasurer, Dreman
Value Advisors, Inc.
Senior Vice President, Kemper Financial Services, Inc.
Vice President and Treasurer, Zurich Investment Management, Inc.
Treasurer and Chief Financial Officer, Kemper Distributors, Inc.
Treasurer and Chief Financial Officer, Kemper Service Company
Director and Treasurer, Kemper Investment Management Company Limited

BERRY, MICHAEL A.
Managing Director, Dreman Value Advisors, Inc.

COUGHLIN, WILLIAM
Managing Director, Dreman Value Advisors, Inc.

DIERENFELDT, DAVID F.
Secretary, Dreman Value Advisors, Inc.
Senior Vice President, Associate General Counsel and
Assistant Secretary, Kemper Financial Services, Inc.
Vice President and Secretary, Kemper Distributors, Inc.
Assistant Secretary, Galaxy Offshore, Inc.
Director, Secretary, INVEST Financial Corporation
Secretary, INVEST Financial Corporation Holding Company
Assistant Secretary, Investors Brokerage Services Insurance Agency, Inc.
Assistant Secretary, Investors Brokerage Services, Inc.
Secretary, Zurich Investment Management, Inc.

C - 23

<PAGE> 85
Assistant Secretary, Kemper International Management, Inc.
Assistant Secretary, Kemper Investment Management Company
Limited
Vice President and Assistant Secretary, Kemper Investors Fund
Secretary, Kemper Service Company

FITZSIMONS, EILEEN M.
Managing Director, Dreman Value Advisors, Inc.

HOLMES, JAMES P.
Managing Director, Dreman Value Advisors, Inc.

MASTAIN, JR., RICHARD K.
Managing Director, Dreman Value Advisors, Inc.

SHIPMAN, STEPHEN
Managing Director, Dreman Value Advisors, Inc.

EPSTEIN, HARRY
Vice President, Operations, Dreman Value Advisors, Inc.

KAY, JONATHAN
Vice President, Dreman Value Advisors, Inc.

McRAE, SUSAN
Vice President, Dreman Value Advisors, Inc.

MORRISSEY, JOSYANE
Vice President, Dreman Value Advisors, Inc.

RIDER, JOSEPH
Vice President, Dreman Value Advisors, Inc.

C - 24

<PAGE> 86

ITEM 29. PRINCIPAL UNDERWRITER

(a) Kemper Distributors, Inc. acts as principal underwriter of the
Registrant's shares and acts as principal underwriter of the Kemper Mutual
Funds, Kemper International Bond Fund and Kemper-Dreman Fund, Inc.

(b) Information on the officers and directors of Kemper Distributors,
Inc., principal underwriter for the Registrant is set forth below. The
principal business address is 120 South LaSalle Street, Chicago, Illinois
60603.

<TABLE>
<CAPTION>
POSITIONS AND
POSITIONS AND OFFICES OFFICES WITH
NAME WITH UNDERWRITER REGISTRANT
---- --------------------- -------------
<S> <C> <C>
John E. Peters Principal Director, President Vice President
William E. Chapman, II Director, Executive Vice President None
James L. Greenawalt Director, Executive Vice President None
John E. Neal Director Vice President
Stephen B. Timbers Director President, Trustee
Patrick H. Dudasik Financial Principal, Treasurer
and Chief Financial Officer None
Linda A. Bercher Senior Vice President None
Thomas V. Bruns Senior Vice President None
Terry Cunningham Senior Vice President None
Daniel T. O'Lear Senior Vice President None
John H. Robison, Jr. Senior Vice President None
Henry J. Schulthesz Senior Vice President None
David F. Dierenfeldt Vice President, Secretary Vice President and Assistant Secretary
Carlene D. Merold Vice President None
Elizabeth C. Werth Vice President None
Diane E. Ratekin Assistant Secretary None

</TABLE>

C-25

<PAGE> 87

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All such accounts, books and other documents are maintained at the offices
of the Registrant, at the offices of the Registrant's investment managers,
Zurich Kemper Investments, Inc., 120 South LaSalle Street, Chicago, Illinois
60603 and Dreman Value Advisors, Inc. (also the Registrant's sub-adviser), 10
Exchange Place, Jersey City, New Jersey 07302, at the offices of Registrant's
principal underwriter, Kemper Distributors, Inc., 120 South LaSalle Street,
Chicago, Illinois 60603, at the offices of the custodian, Investors Fiduciary
Trust Company, 127 West 10th Street, Kansas City, Missouri 64105 or at the
offices of the custodian The Chase Manhattan Bank, Chase MetroTech Center,
Brooklyn, New York 11245.

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

(a) Not applicable.

(b) The Registrant undertakes to file a Post-Effective Amendment using
financial statements of the Investment Grade Bond, Value, Small Cap Value,
Value+Growth, Horizon 20+, Horizon 10+ and Horizon 5 Portfolios of the
Registrant, which need not be certified, within four to six months from the
effective date of the Registration Statement.

(c) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered, a copy of Registrant's latest annual report to
shareholders, upon request and without charge.

C-26
<PAGE> 88

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago and State of Illinois, on the 13th day of
February, 1996.

KEMPER INVESTORS FUND

By /s/ STEPHEN B. TIMBERS
------------------------------------
Stephen B. Timbers, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on February 13, 1996 on behalf of
the following persons in the capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ STEPHEN B. TIMBERS President (Principal
- --------------------------------------------- Executive Officer)
Stephen B. Timbers and Trustee

/s/ JAMES E. AKINS* Trustee
- ---------------------------------------------

/s/ ARTHUR R. GOTTSCHALK* Trustee
- ---------------------------------------------

/s/ FREDERICK T. KELSEY* Trustee
- ---------------------------------------------

/s/ FRED B. RENWICK* Trustee
- ---------------------------------------------

/s/ JOHN B. TINGLEFF* Trustee
- ---------------------------------------------

/s/ JOHN G. WEITHERS* Trustee
- ---------------------------------------------

/s/ JEROME L. DUFFY Treasurer (Principal
- --------------------------------------------- Financial and
Jerome L. Duffy Accounting Officer)
</TABLE>

* Philip J. Collora signs this document pursuant to powers of attorney filed
herewith.

/s/ PHILIP J. COLLORA
--------------------------------------
Philip J. Collora
<PAGE> 89

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE
- ------- -------------------------------------------------------------------------------
<S> <C>
99.b1. (a) Agreement and Declaration of Trust.*
99.b1. (b) Written Instrument Amending the Agreement and Declaration of Trust.*
99.b1. (c) Written Instrument Amending the Agreement and Declaration of Trust.*
99.b1. (d) Written Instrument Amending the Agreement and Declaration of Trust to Establish
and Designate Seven Additional Series.
99.b1. (e) Written Instrument Amending the Agreement and Declaration of Trust to Change
the Name of Two Existing Series.
99.b2. By-laws.*
99.b3. Not Applicable.
99.b4. Text of Share certificate.*
99.b5. (a) Investment Management Agreement (Money Market, Total Return, High Yield,
Growth, Government Securities, International and Small Cap Growth Portfolios).
99.b5. (b) Investment Management Agreement (Investment Grade Bond, Value+Growth,
Horizon 20+, Horizon 10+ and Horizon 5 Portfolios).**
99.b5. (c) Investment Management Agreement (Value and Small Cap Value Portfolios).**
99.b5. (d) Sub-Advisory Agreement (Value+Growth, Horizon 20+, Horizon 10+ and Horizon 5
Portfolios).**
99.b6. Underwriting Agreement.
99.b7. Not Applicable.
99.b8. (a) Custody Agreement.*
99.b8. (b) Foreign Custodian Agreement.*
99.b9. Agency Agreement.*
99.b10.(a) Legal Opinion and Consent of Vedder, Price, Kaufman & Kammholz.**
99.b10.(b) Legal Opinion and Consent of Ropes + Gray.**
99.b11. Consent and Reports of Ernst & Young LLP.**
99.b12. Not Applicable.
99.b13. Subscription Agreement (Investment Grade Bond, Value, Small Cap Value,
Value+Growth, Horizon 20+, Horizon 10+ and Horizon 5 Portfolios).**
99.b14. Not Applicable.
99.b15. Not Applicable.
99.b17. Not Applicable.
99.b24. Powers of Attorney.
27.1 Financial Data Schedule (Money Market).**
27.2 Financial Data Schedule (Total Return).**
27.3 Financial Data Schedule (High Yield).**
27.4 Financial Data Schedule (Growth).**
27.5 Financial Data Schedule (Government Securities).**
27.6 Financial Data Schedule (International).**
27.7 Financial Data Schedule (Small Cap Growth).**
99.b99. Not Applicable.
</TABLE>

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

* Incorporated herein by reference to Post-Effective Amendment No. 14 to the
Registration Statement filed on or about April 27, 1995.

** To be filed before the effective date of the Registration Statement.

<PAGE> 1
KEMPER INVESTORS FUND

WRITTEN INSTRUMENT AMENDING THE
AGREEMENT AND DECLARATION OF TRUST
----------------------------------

The undersigned, being a majority of the trustees of Kemper Investors Fund
(the "Trust"), a business trust organized pursuant to an Agreement and
Declaration of Trust dated January 22, 1987, as amended (the "Declaration of
Trust"), pursuant to Section 1 of Article III of the Declaration of Trust do
hereby establish and designate an eighth, ninth, tenth, eleventh, twelfth,
thirteen and fourteenth series of shares of the Trust to be known as the
"Investment Grade Corporate Bond Portfolio," the "Value Portfolio," the "Small
Cap Value Portfolio," the "Value+Growth Portfolio," the "Horizon 20+
Portfolio," the "Horizon 10+ Portfolio" and the "Horizon 5 Portfolio,"
respectively. The relative rights and preferences of such series shall be as
set forth in the Declaration of Trust. This instrument shall constitute an
amendment to the Declaration of Trust.

IN WITNESS WHEREOF, the undersigned have this 17th day of January, 1996
signed these presents.

/s/ Stephen B. Timbers
-----------------------------------
Stephen B. Timbers, Trustee
210 South Green Bay Road
Lake Forest, Illinois 60045

(Signatures continue)
<PAGE> 2
/s/ James E. Akins
-----------------------------------
James E. Akins, Trustee
2904 Garfield Terrace, N.W.
Washington, DC 20008-3507

/s/ Arthur R. Gottschalk
-----------------------------------
Arthur R. Gottschalk, Trustee
1070 Marblehead Drive
Naples, Florida 33942-8718

/s/ Frederick T. Kelsey
-----------------------------------
Frederick T. Kelsey, Trustee
3133 Laughlin Gull Court
Johns Island, South Carolina 29455

/s/ David B. Mathis
-----------------------------------
David B. Mathis, Trustee
529 Briar Lane
Lake Forest, Illinois 60045

/s/ Fred B. Renwick
-----------------------------------
Fred B. Renwick, Trustee
3 Hanover Square
New York, New York 10004

-----------------------------------
Stephen B. Timbers, Trustee
210 South Green Bay Road
Lake Forest, Illinois 60045

/s/ John B. Tingleff
-----------------------------------
John B. Tingleff, Trustee
2015 South Lake Shore Drive
Harbor Springs, Michigan 49740

/s/ John G. Weithers
-----------------------------------
John G. Weithers, Trustee
311 Springlake
Hinsdale, Illinois 60521

<PAGE> 1

KEMPER INVESTORS FUND

WRITTEN INSTRUMENT AMENDING THE
AGREEMENT AND DECLARATION OF TRUST
----------------------------------

The undersigned, being a majority of the trustees of Kemper Investors Fund
(the "Trust"), a business trust organized pursuant to an Agreement and
Declaration of Trust dated January 22, 1987, as amended (the "Declaration of
Trust"), pursuant to Section 1 of Article III of the Declaration of Trust do
hereby change the names of the two series of the Trust known as the "Equity
Portfolio" and the "Small Capitalization Equity Portfolio" to the "Growth
Portfolio" and the "Small Cap Growth Portfolio", respectively. This instrument
shall constitute an amendment to the Declaration of Trust to be effective on
May 1, 1996.

IN WITNESS WHEREOF, the undersigned have this 17th day of January, 1996
signed these presents.

/s/ Stephen B. Timbers
-----------------------------------
Stephen B. Timbers, Trustee
210 South Green Bay Road
Lake Forest, Illinois 60045

(Signatures continue)
<PAGE> 2

/s/ James E. Akins
-----------------------------------
James E. Akins, Trustee
2904 Garfield Terrace, N.W.
Washington, DC 20008-3507

/s/ Arthur R. Gottschalk
-----------------------------------
Arthur R. Gottschalk, Trustee
10642 Brookridge Drive
Frankfort, Illinois 60423

/s/ Frederick T. Kelsey
-----------------------------------
Frederick T. Kelsey, Trustee
3133 Laughlin Gull Court
Johns Island, South Carolina 29455

/s/ David B. Mathis
-----------------------------------
David B. Mathis, Trustee
529 Briar Lane
Lake Forest, Illinois 60045

/s/ Fred B. Renwick
-----------------------------------
Fred B. Renwick, Trustee
3 Hanover Square
New York, New York 10004

-----------------------------------
Stephen B. Timbers, Trustee
210 South Green Bay Road
Lake Forest, Illinois 60045

/s/ John B. Tingleff
-----------------------------------
John B. Tingleff, Trustee
2015 South Lake Shore Drive
Harbor Springs, Michigan 49740

/s/ John G. Weithers
-----------------------------------
John G. Weithers, Trustee
311 Springlake
Hinsdale, Illinois 60521

<PAGE> 1
INVESTMENT MANAGEMENT AGREEMENT

AGREEMENT made this 4th day of January, 1996, by and between KEMPER
INVESTORS FUND, a Massachusetts business trust (the "Fund"), and KEMPER
FINANCIAL SERVICES, INC., a Delaware corporation (the "Adviser").

WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940, the shares of beneficial
interest ("Shares") of which are registered under the Securities Act of 1933;

WHEREAS, the Fund is authorized to issue Shares in separate series or
portfolios with each representing the interests in a separate portfolio of
securities and other assets;

WHEREAS, the Fund wants to retain the Adviser under this Agreement to
render investment advisory and management services to the portfolios of the
Fund known as the Money Market Portfolio, Total Return Portfolio, High Yield
Portfolio, Equity Portfolio, Government Securities Portfolio, International
Portfolio and Small Capitalization Equity Portfolio (the "Initial Portfolios"),
together with any other Fund portfolios which may be established later and
served by the Adviser hereunder, being herein referred to collectively as the
"Portfolios" and individually referred to as a "Portfolio"; and

WHEREAS, the Adviser is willing to render such investment advisory and
management services for the Initial Portfolios;

NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:

1. The Fund hereby employs the Adviser to act as the investment adviser for
the Initial Portfolios and other Portfolios hereunder and to manage the
investment and reinvestment of the assets of each such Portfolio in accordance
with the applicable investment objectives and policies and limitations, and to
administer the affairs of each such Portfolio to the extent requested by and
subject to the supervision of the Board of Trustees of the Fund for the period
and upon the terms herein set forth, and to place orders for the purchase or
sale of portfolio securities for the Fund's account with brokers or dealers
selected by it;

<PAGE> 2

and, in connection therewith, the Adviser is authorized as the agent of the
Fund to give instructions to the Custodian of the Fund as to the deliveries of
securities and payments of cash for the account of the Fund. In connection
with the selection of such brokers or dealers and the placing of such orders,
the Adviser is directed to seek for the Fund best execution of orders. Subject
to such policies as the Board of Trustees of the Fund determines, the Adviser
shall not be deemed to have acted unlawfully or to have breached any duty,
created by this Agreement or otherwise, solely by reason of its having caused
the Fund to pay a broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if the Adviser
determined in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the clients of the Adviser
as to which the Adviser exercises investment discretion. The Fund recognizes
that all research services and research that the Adviser receives or generates
are available for all clients, and that the Fund and other clients may benefit
thereby. The investment of funds shall be subject to all applicable
restrictions of the Agreement and Declaration of Trust and By-Laws of the Fund
as may from time to time be in force.

The Adviser accepts such employment and agrees during such period to
render such services, to furnish office facilities and equipment and clerical,
bookkeeping and administrative services for the Fund, to permit any of its
officers or employees to serve without compensation as trustees or officers of
the Fund if elected to such positions and to assume the obligations herein set
forth for the compensation herein provided. The Adviser shall for all purposes
herein provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund. It
is understood and agreed that the Adviser, by separate agreements with the
Fund, may also serve the Fund in other capacities.

2. In the event that the Fund establishes one or more portfolios other than
the Initial Portfolios with respect to which it desires to retain the Adviser
to render investment advisory and management services hereunder, it shall
notify the Adviser in writing. If the Adviser is willing to render such
services, it shall notify the Fund in writing whereupon such portfolio or
portfolios shall become a Portfolio or Portfolios hereunder.

2
<PAGE> 3

3. For the services and facilities described in Section 1, the Fund will
pay to the Adviser at the end of each calendar month, an investment management
fee computed at an annual rate of the average daily net assets of each of the
Portfolios, as specified below:

<TABLE>
<CAPTION>
Portfolio Annual Rate
--------- -----------
<S> <C>
Money Market .50 of 1%
Total Return .55 of 1%
High Yield .60 of 1%
Equity .60 of 1%
Government Securities .55 of 1%
International .75 of 1%
Small Capitalization Equity .65 of 1%
</TABLE>

The fee as computed above shall be computed separately for, and charged
as an expense of, each Portfolio based upon the average daily net assets of
such Portfolio. For the month and year in which this Agreement becomes
effective or terminates, there shall be an appropriate proration on the basis
of the number of days that the Agreement is in effect during the month and
year, respectively.

4. The services of the Adviser to the Fund under this Agreement are not
to be deemed exclusive, and the Adviser shall be free to render similar
services or other services to others so long as its services hereunder are not
impaired thereby.

5. In addition to the fee of the Adviser, the Fund shall assume and pay any
expenses for services rendered by a custodian for the safekeeping of the Fund's
securities or other property, for keeping its books of account, for any other
charges of the custodian, and for calculating the net asset value of the Fund
as provided in the prospectus of the Fund. The Adviser shall not be required
to pay and the Fund shall assume and pay the charges and expenses of its
operations, including compensation of the trustees (other than those affiliated
with the Adviser), charges and expenses of independent auditors, of legal
counsel, of any transfer or dividend disbursing agent, and of any registrar of
the Fund, costs of acquiring and disposing of portfolio securities, interest,
if any, on obligations incurred by the Fund, costs of share certificates and of
reports, membership dues in the Investment Company Institute or any similar
organization, costs of reports and notices to shareholders, other like

3
<PAGE> 4

miscellaneous expenses and all taxes and fees payable to federal, state or
other governmental agencies on account of the registration of securities issued
by the Fund, filing of trust documents or otherwise. The Fund shall not pay or
incur any obligation for any expenses for which the Fund intends to seek
reimbursement from the Adviser as herein provided without first obtaining the
written approval of the Adviser. The Adviser shall arrange, if desired by the
Fund, for officers or employees of the Adviser to serve, without compensation
from the Fund, as trustees, officers or agents of the Fund if duly elected or
appointed to such positions and subject to their individual consent and to any
limitations imposed by law.

If expenses borne by the Fund for those Portfolios which the Adviser
manages in any fiscal year (including the Adviser's fee, but excluding
interest, taxes, fees incurred in acquiring and disposing of portfolio
securities, distribution services fees, extraordinary expenses and any other
expenses excludable under state securities law limitations) exceed any
applicable limitation arising under state securities laws, the Adviser will
reduce its fee or reimburse the Fund for any excess to the extent required by
such state securities laws. If for any month the expenses of the Fund properly
chargeable to the income account shall exceed 1/12 of the percentage of average
net assets allowable as expenses, the payment to the Adviser for that month
shall be reduced and if necessary the Adviser shall make a refund payment to
the Fund so that the total net expense will not exceed such percentage. As of
the end of the Fund's fiscal year, however, the foregoing computations and
payments shall be readjusted so that the aggregate compensation payable to the
Adviser for the year is equal to the percentage calculated in accordance with
Section 3 hereof of the average net asset value as determined as described
herein throughout the fiscal year, diminished to the extent necessary so that
the total of the aforementioned expense items of the Fund shall not exceed the
expense limitation. The aggregate of repayments, if any, by the Adviser to the
Fund for the year shall be the amount necessary to limit the said net expense
to said percentage in accordance with the foregoing.

The net asset value for each Portfolio shall be calculated in
accordance with the provisions of the Fund's prospectus or as the trustees may
determine in accordance with the provisions of the Investment Company Act of
1940. On each day when net asset value is not calculated, the net asset value
of a Portfolio shall be deemed to be the net asset value of such Portfolio as
of the close of business on the last day on which such calculation was made for
the purpose of the foregoing computations.

<PAGE> 5

6. Subject to applicable statutes and regulations, it is understood that
trustees, officers or agents of the Fund are or may be interested in the
Adviser as officers, directors, agents, shareholders or otherwise, and that the
officers, directors, shareholders and agents of the Adviser may be interested
in the Fund otherwise than as a trustee, officer or agent.

7. The Adviser 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 this
Agreement relates, except loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Adviser in the performance of its
obligations and duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

8. This Agreement shall become effective with respect to the Initial
Portfolios on the date hereof and shall remain in full force until April 1,
1996, unless sooner terminated as hereinafter provided. This Agreement shall
continue in force from year to year thereafter with respect to each Portfolio,
but only as long as such continuance is specifically approved for each
Portfolio at least annually in the manner required by the Investment Company
Act of 1940 and the rules and regulations thereunder; provided, however, that
if the continuation of this Agreement is not approved for a Portfolio, the
Adviser may continue to serve in such capacity for such Portfolio in the manner
and to the extent permitted by the Investment Company Act of 1940 and the rules
and regulations thereunder.

This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any penalty
by the Fund or by the Adviser on sixty (60) days written notice to the other
party. The Fund may effect termination with respect to any Portfolio by action
of the Board of Trustees or by vote of a majority of the outstanding voting
securities of such Portfolio.

This Agreement may be terminated with respect to any Portfolio at any
time without the payment of any penalty by the Board of Trustees or by vote of
a majority of the outstanding voting securities of such Portfolio in the event
that it shall have been established by a court of competent jurisdiction that
the Adviser or any officer or director of the Adviser has taken any action
which results in a breach of the covenants of the Adviser set forth herein.

<PAGE> 6

The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meanings set forth in the Investment Company
Act of 1940 and the rules and regulations thereunder.

Termination of this Agreement shall not affect the right of the Adviser
to receive payments on any unpaid balance of the compensation described in
Section 3 earned prior to such termination.

9. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.

10. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.

11. All parties hereto are expressly put on notice of the Fund's Agreement
and Declaration of Trust and all amendments thereto, all of which are on file
with the Secretary of The Commonwealth of Massachusetts, and the limitation of
shareholder and trustee liability contained therein. This Agreement has been
executed by and on behalf of the Fund by its representatives as such
representatives and not individually, and the obligations of the Fund hereunder
are not binding upon any of the trustees, officers, or shareholders of the Fund
individually but are binding upon only the assets and property of the Fund.
With respect to any claim by the Adviser for recovery of that portion of the
investment management fee (or any other liability of the Fund arising
hereunder) allocated to a particular Portfolio, whether in accordance with the
express terms hereof or otherwise, the Adviser shall have recourse solely
against the assets of that Portfolio to satisfy such claim and shall have no
recourse against the assets of any other Portfolio for such purpose.

12. This Agreement shall be construed in accordance with applicable federal
law and (except as to Section 11 hereof which shall be construed in accordance
with the laws of The Commonwealth of Massachusetts) the laws of the State of
Illinois.

<PAGE> 7

13. This Agreement is the entire contract between the parties relating to
the subject matter hereof and supersedes all prior agreements between the
parties relating to the subject matter hereof.

IN WITNESS WHEREOF, the Fund and the Adviser have caused this Agreement
to be executed as of the day and year first above written.

KEMPER INVESTORS FUND

By: /s/ John E. Peters
-----------------------------

Title: Vice President
--------------------------

ATTEST:

/s/ Philip J. Collora
- ---------------------------------

Title: Secretary
---------------------------

KEMPER FINANCIAL SERVICES, INC.

By: /s/ Patrick H. Dudasik
-----------------------------

Title: Senior Vice President
--------------------------

ATTEST:

/s/ David F. Dierenfeldt
- ----------------------------------

Title: Assistant Secretary
----------------------------

<PAGE> 1

UNDERWRITING AGREEMENT

AGREEMENT made as of this 4th day of January, 1996 between KEMPER
INVESTORS FUND a Massachusetts business trust (hereinafter called the "Fund"),
and KEMPER DISTRIBUTORS, INC., a Delaware corporation (hereinafter called the
"Underwriter");

WITNESSETH:

In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:

1. The Fund hereby appoints the Underwriter its agent for the
distribution of shares of beneficial interest (hereinafter called "shares") of
the Fund in jurisdictions wherein shares of the Fund may legally be offered for
sale; provided, however, that the Fund in its absolute discretion may (a) issue
or sell shares directly to holders of shares of the Fund upon such terms and
conditions and for such consideration, if any, as it may determine, whether in
connection with the distribution of subscription or purchase rights, the
payment or reinvestment of dividends or distributions, or otherwise; or (b)
issue or sell shares at net asset value to the shareholders of any other
investment company, for which the Underwriter shall act as exclusive
distributor, who wish to exchange all or a portion of their investment in
shares of such other investment company for shares of the Fund.

2. The Underwriter hereby accepts appointment as agent for the
distribution of the shares of the Fund and agrees that it will use its best
efforts with reasonable promptness to sell such part of the authorized shares
of the Fund remaining unissued as from time to time shall be effectively
registered under the Securities Act of 1933 ("Securities Act"), at prices
determined as hereinafter provided and on terms hereinafter set forth, all
subject to applicable Federal and state laws and regulations and to the
Agreement and Declaration of Trust of the Fund.

3. The Fund agrees that it will use its best efforts to keep effectively
registered under the Securities Act for sale as herein contemplated such shares
as the Underwriter shall reasonably request and as the Securities and Exchange
Commission shall permit to be so registered.

<PAGE> 2

4. Notwithstanding any other provision hereof, the Fund may terminate,
suspend or withdraw the offering of shares whenever, in its sole discretion, it
deems such action to be desirable.

5. The Underwriter shall sell shares of the Fund to or through qualified
dealers or others in such manner, not inconsistent with the provisions hereof
and the then effective registration statement of the Fund under the Securities
Act (and related prospectus), as the Underwriter may determine from time to
time, provided that no dealer or other person shall be appointed or authorized
to act as agent of the Fund without the prior consent of the Fund. It is
mutually agreed that, in addition to sales made by it as agent of the fund, the
Underwriter may, in its discretion, also sell shares of the Fund as principal
to persons with whom it does not have dealer selling group agreements.

6. Shares of the Fund offered for sale or sold by the Underwriter shall
be so offered or sold at a price per share determined in accordance with the
then current prospectus relating to the sale of such shares except as departure
from such prices shall be permitted by the rules and regulations of the
Securities and Exchange Commission; provided, however, that any public offering
price for shares of the Fund shall be the net value per share. The net asset
value per share shall be determined in the manner and at the times set forth in
the then current prospectus of the Fund relating to such shares.

7. The price the Fund shall receive for all shares purchased from the
Fund shall be the net asset value used in determining the public offering price
applicable to the sale of such shares.

8. The Underwriter shall issue and deliver on behalf of the Fund such
confirmations of sales made by it as agent pursuant to this agreement as may be
required. At or prior to the time of issuance of shares, the Underwriter will
pay or cause to be paid to the Fund the amount due the Fund for the sale of
such shares. Certificates shall be issued or shares registered on the transfer
books of the Fund in such names and denominations as the Underwriter may
specify.

9. The Fund will execute any and all documents and furnish any and all
information which may be reasonably necessary in connection with the
qualification of its shares for sale (including the qualification of the Fund
as a dealer where necessary or advisable) in such states as the Underwriter may
reasonably request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its opinion is
unduly burdensome).

<PAGE> 3

10. The Fund will furnish to the Underwriter from time to time such
information with respect to the Fund and its shares as the Underwriter may
reasonably request for use in connection with the sale of shares of the Fund.
The Underwriter agrees that it will not use or distribute or authorize the use,
distribution or dissemination by its dealers or others in connection with the
sale of such shares any statements, other than those contained in the Fund's
current prospectus, except such supplemental literature or advertising as shall
be lawful under Federal and state securities law and regulations, and that it
will furnish the Fund with copies of all such material.

11. The Underwriter shall order shares of the Fund from the Fund only to
the extent that it shall have received purchase orders therefor. The
Underwriter will not make, or authorize any dealers or others to make any short
sales of shares of the Fund.

12. The Underwriter, as agent of and for the account of the Fund, may
repurchase the shares of the Fund at such prices and upon such terms and
conditions as shall be specified in the current prospectus of the Fund.

13. In selling or reacquiring shares of the Fund for the account of the
Fund, the Underwriter will in all respects conform to the requirements of all
state and Federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., relating to such sale or
reacquisition, as the case may be, and will indemnify and save harmless the
Fund from any damage or expense on account of any wrongful act by the
Underwriter or any employee, representative or agent of the Underwriter. The
Underwriter will observe and be bound by all the provisions of the Agreement
and Declaration of Trust of the Fund (and of any fundamental policies adopted
by the Fund pursuant to the Investment Company Act of 1940, notice of which
shall have been given to the Underwriter) which at the time in any way require,
limit, restrict or prohibit or otherwise regulate any action on the part of the
Underwriter.

14. The Underwriter will require each dealer to conform to the provisions
hereof and the Registration Statement (and related prospectus) at the time in
effect under the Securities Act with respect to the public offering price of
the Fund's shares, and neither the Underwriter nor any such dealers shall
withhold the placing of purchases orders so as to make a profit thereby.

15. The Fund will pay or cause to the paid expenses (including the fees
and disbursements of its own counsel) and all taxes and fees payable to the
Federal, state or other governmental agencies on account of the registration or
qualifications of securities issued by the Fund or otherwise. The Fund will
also pay or cause to be paid expenses incident to the issuance of shares of
beneficial interest, such as the cost

<PAGE> 4

of share certificates, issue taxes, and fees for the transfer agent. The
Underwriter will pay all expenses (other than expenses which one or more
dealers may bear pursuant to any agreement with the Underwriter) incident to
the sale and distribution of the shares issued or sold hereunder, including,
without limiting the generality of the foregoing, all expenses of printing and
distributing or disseminating any other literature, advertising and selling
aids in connection with the offering of the shares for sale (except that such
expenses need not include expenses incurred by the Fund in connection with the
preparation, typesetting, printing and distribution of any registration
statement or report or other communication to stockholders in their capacity as
such) and expenses of advertising in connection with such offering.

16. The agreement shall become effective on the date hereof and shall
continue in effect until April 1, 1996 and from year to year thereafter, but
only so long as such continuance is approved in the manner required by the
Investment Company Act of 1940. Either party hereto may terminate this
agreement on any date by giving the other party at least six months prior
written notice of such termination specifying the date fixed therefor. Without
prejudice to any other remedies of the Fund in any such event the Fund may
terminate this agreement at any time immediately upon any failure of
fulfillment of any of the obligations of the Underwriter hereunder.

17. This agreement shall automatically terminate in the event of its
assignment.

18. Any notice under this agreement shall be in writing, addressed and
delivered or mailed, postage postpaid, to the other party at such address as
such other party may designate for the receipt of such notice.

19. All parties hereto are expressly put on notice of the Fund's
Agreement and Declaration of Trust dated January 22, 1987 and all amendments
thereto, all of which are on file with the Secretary of The Commonwealth of
Massachusetts, and the limitation of shareholder and trustee liability
contained therein. This Agreement has been executed by and on behalf of the
Fund by its representatives as such representatives and not individually, and
the obligations of the Fund hereunder are not binding upon any of the Trustees,
officers or shareholders of the Fund individually but are binding upon only the
assets and property of the Fund. With respect to any claim by Underwriter for
recovery of any liability of the Fund arising hereunder allocated to a
particular series or portfolio ("Portfolio") of the Fund if there be more than
one, whether in accordance with the express terms hereof or otherwise, the
Underwriter shall have recourse solely against the assets of that Portfolio to

4
<PAGE> 5

satisfy such claim and shall have no recourse against the assets of any other
Portfolio for such purpose.

IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this
agreement to be executed on its behalf by an officer thereunto duly authorized
and its seal to be affixed on the day and year first above written.

KEMPER INVESTORS FUND

By: /s/ John E. Peters
----------------------------

Title: Vice President
-------------------------

ATTEST:

/s/ Philip J. Collora
- -------------------------------

Title: Secretary
-------------------------

KEMPER DISTRIBUTORS, INC.

By: /s/ Patrick H. Dudasik
----------------------------

Title: Chief Financial Officer
-------------------------
and Treasurer

ATTEST:

/s/ David F. Dierenfeldt
- -------------------------------

Title: Secretary
-------------------------

<PAGE> 1
POWER OF ATTORNEY
-----------------

The person whose signature appears below hereby appoints Charles F.
Custer, Stephen B. Timbers and Philip J. Collora and each of them, any of
whom may act without the joinder of the others, as such person's
attorney-in-fact to sign and file on such person's behalf individually and
in the capacity stated below such registration statements, amendments,
post-effective amendments, exhibits, applications and other documents with
the Securities and Exchange Commission or any other regulatory authority as
may be desirable or necessary in connection with the public offering of
shares of Kemper Investors Fund.