Kemper Variable Series
Kemper Horizon 5 Portfolio
Kemper Horizon 10+ Portfolio
Kemper Horizon 20+ Portfolio
Supplement to Prospectus Dated May 1, 2000
The Board of the above-mentioned Portfolios (identified in the chart below under
the heading "Acquired Portfolio") recently approved an Agreement and Plan of
Reorganization (the "Plan") between each Portfolio and the corresponding
Acquiring Portfolio identified in the chart below.
The Plan applicable to each Portfolio provides for the transfer of substantially
all of the assets and the assumption of all of the liabilities of the Portfolio
solely in exchange for voting shares of the corresponding Acquiring Portfolio.
The shares received by each Portfolio would then be distributed to shareholders
of the applicable Portfolio as part of the Portfolio's liquidation provided for
in the Plan. (Each transaction contemplated by a Plan is referred to as a
"Reorganization.")
Each Reorganization can be consummated only if, among other things, it is
approved by a majority vote of shareholders of the applicable Portfolio. A
Special Meeting (the "Meeting") of the shareholders of each Portfolio will be
held on or about March 14, 2001 and shareholders will be given the opportunity
to vote on the Plan and any other matters affecting the Portfolio at that time.
In connection with each Meeting, the applicable Portfolio will deliver to its
shareholders: (i) a Proxy Statement/Prospectus describing in detail the
Reorganization and the Board's considerations in recommending that shareholders
approve the Reorganization, and (ii) a Prospectus for the Acquiring Portfolio.
If the Plan for a Portfolio is approved at the Meeting and certain conditions
required by the Plan are satisfied, the Reorganization is expected to become
effective at 9:00 a.m. Eastern standard time on or about the appropriate
Proposed Reorganization Date identified in the chart below. If shareholder
approval of a Plan is delayed due to failure to obtain a quorum or otherwise,
the Reorganization will become effective as soon as practicable after the
receipt of shareholder approval.
In the event shareholders of a Portfolio fail to approve the Plan for that
Portfolio, the Portfolio will continue to operate and the Portfolio's Board may
resubmit the Plan for shareholder approval or consider other proposals.
<TABLE>
Acquired Portfolio Acquiring Portfolio Proposed Reorganization Date
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Kemper Horizon 5 Portfolio Kemper Total Return Portfolio April 30, 2001
---------------------------------------------------------------------------------------------------------------------------
Kemper Horizon10+ Portfolio Kemper Total Return Portfolio April 30, 2001
---------------------------------------------------------------------------------------------------------------------------
Kemper Horizon 20+ Portfolio Kemper Total Return Portfolio April 30, 2001
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
November 30, 2000
