Kemper Target Equity Fund
Kemper Retirement Fund
Series II
Series III
Series IV
Series V
Series VI
Kemper Worldwide 2004 Fund
Supplement to Statement of Additional Information
Dated November 30, 1998
Kemper Retirement Fund
Series VII
Supplement to Statement of Additional Information
Dated November 30, 1998
As revised April 12, 1999
The above-listed Funds' non-fundamental investment restrictions have been
amended by a vote of the Board of Trustees for each Fund. The following amended
and restated non-fundamental policies restate in their entirety the
non-fundamental restrictions for each Fund in the section entitled "Investment
Restrictions" in each of the currently effective Statements of Additional
Information. In addition, any reference to these policies elsewhere in the
Statement of Additional Information is hereby amended.
As a matter of non-fundamental policy, each Fund will not:
o Lend portfolio securities in an amount greater than 5% of its total assets.
o Invest more than 15% of net assets in illiquid securities.
o Borrow money in an amount greater than 5% of its total assets, except (i)
for temporary or emergency purposes; and (ii) by engaging in reverse
repurchase agreements, dollar rolls, or other investments or transactions
described in the Fund's registration statement which may be deemed to be
borrowings.
o Enter into either of reverse repurchase agreements or dollar rolls in an
amount greater than 5% of its total assets.
o Purchase securities on margin or make short sales, except (i) short sales
against the box, (ii) in connection with arbitrage transactions, (iii) for
margin deposits in connection with futures contracts, options or other
permitted investments, (iv) that transactions in futures contracts and
options shall not be deemed to constitute selling securities short, and (v)
that the Fund may obtain such short-term credits as may be necessary for the
clearance of securities transactions.
o Purchase options, unless the aggregate premiums paid on all such options
held by the Fund at any time do not exceed 20% of its total assets; or sell
put options, if as a result, the aggregate value of the obligations
underlying such put options would exceed 50% of its total assets.
o Enter into futures contracts or purchase options thereon unless immediately
after the purchase, the value of the aggregate initial margin with respect
to such futures contracts entered into on behalf of the Fund and the
premiums paid for such options on futures contracts does not exceed 5% of
the fair market value of the Fund's total assets; provided that in the case
of an option that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in computing the 5% limit.
o Purchase warrants if as a result, such securities, taken at the lower of
cost or market value, would represent more than 5% of the value of the
Fund's total assets (for this purpose, warrants acquired in units or
attached to securities will be deemed to have no value).
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