KEMPER NEW EUROPE FUND INC
497, 2000-03-06
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                                                                       LONG-TERM
                                                                       INVESTING
                                                                            IN A
                                                                      SHORT-TERM
                                                                       WORLD(SM)



March 1, 2000

Prospectus


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

                                                    Kemper Asian Growth Fund

                                         Kemper Emerging Markets Growth Fund

                                                Kemper Global Blue Chip Fund

                                                       Global Discovery Fund

                                                   Kemper Global Income Fund

                                                   Kemper International Fund

                                                   Kemper Latin America Fund

                                                      Kemper New Europe Fund

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


                                                             [LOGO] KEMPER FUNDS
<PAGE>

 HOW THE                                              INVESTING IN
 FUNDS WORK                                           THE FUNDS

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

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


<PAGE>


How The Funds Work

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

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


<PAGE>

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

Kemper
Asian Growth Fund

FUND GOAL  The fund seeks long-term capital growth.

                          2 | Kemper Asian Growth Fund
<PAGE>

The Fund's Main Strategy


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

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

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

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

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

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

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

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

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


                          3 | Kemper Asian Growth Fund
<PAGE>

The Main Risks Of Investing In The Fund

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

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

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

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

Other factors that could affect performance include:

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

o        growth stocks may be out of favor for certain periods

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                          4 | Kemper Asian Growth Fund
<PAGE>

Performance

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

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

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

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1997          -34.60
1998          -19.02
1999           71.97


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


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


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

*   Index comparison begins 10/31/96.

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

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


                          5 | Kemper Asian Growth Fund
<PAGE>

How Much Investors Pay

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

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


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

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

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

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

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


                          6 | Kemper Asian Growth Fund
<PAGE>

THE INVESTMENT ADVISOR

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

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

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

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


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

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

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                          7 | Kemper Asian Growth Fund
<PAGE>

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

Kemper
Emerging Markets
Growth Fund

FUND GOAL  The fund seeks long-term capital growth.


                    8 | Kemper Emerging Markets Growth Fund

<PAGE>

The Fund's Main Strategy

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

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

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

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

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

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

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

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

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


                    9 | Kemper Emerging Markets Growth Fund
<PAGE>

The Main Risks Of Investing In The Fund

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

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

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

Other factors that could affect performance include:

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

o        growth stocks may be out of favor for certain periods

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                    10 | Kemper Emerging Markets Growth Fund

<PAGE>

Performance

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

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

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

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1999       49.26


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


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

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

*   Index comparison begins 1/31/98.

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

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

                    11 | Kemper Emerging Markets Growth Fund
<PAGE>


How Much Investors Pay

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

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

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

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

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

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

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


                    12 | Kemper Emerging Markets Growth Fund
<PAGE>

THE INVESTMENT ADVISOR

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

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

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

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

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

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

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


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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



                    13 | Kemper Emerging Markets Growth Fund
<PAGE>

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

Kemper
Global Blue Chip Fund

FUND GOAL  The fund seeks long-term capital growth.


                       14 | Kemper Global Blue Chip Fund

<PAGE>

The Fund's Main Strategy

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

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

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

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

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

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

                       15 | Kemper Global Blue Chip Fund
<PAGE>


The Main Risks Of Investing In The Fund

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

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

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

Other factors that could affect performance include:

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                       16 | Kemper Global Blue Chip Fund
<PAGE>


Performance

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

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

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

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1998              13.79
1999              28.23

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


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


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

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

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


                       17 | Kemper Global Blue Chip Fund
<PAGE>


How Much Investors Pay

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

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

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

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

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

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

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


                       18 | Kemper Global Blue Chip Fund
<PAGE>

THE INVESTMENT ADVISOR

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

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

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

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

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

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

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

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


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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



                       19 | Kemper Global Blue Chip Fund
<PAGE>

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

Kemper
Global Discovery Fund*

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

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


                       20 | Kemper Global Discovery Fund
<PAGE>

The Fund's Main Strategy

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

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

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

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

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

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

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

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

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


                       21 | Kemper Global Discovery Fund
<PAGE>


The Main Risks Of Investing In The Fund

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

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

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

Other factors that could affect performance include:

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

o        growth stocks may be out of favor for certain periods

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                       22 | Kemper Global Discovery Fund
<PAGE>

Performance

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

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

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

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1999              64.15

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


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

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

*   Index comparison begins 4/30/98.

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

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


                       23 | Kemper Global Discovery Fund
<PAGE>


How Much Investors Pay

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

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

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

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

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

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

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


                       24 | Kemper Global Discovery Fund
<PAGE>

THE INVESTMENT ADVISOR

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

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

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

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

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

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

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


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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

                        25 | Kemper Global Discovery Fund
<PAGE>

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

Kemper
Global Income Fund

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


                         26 | Kemper Global Income Fund

<PAGE>


The Fund's Main Strategy

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

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

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

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

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

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


                         27 | Kemper Global Income Fund
<PAGE>

The Main Risks Of Investing In The Fund

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

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

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

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

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

Other factors that could affect performance include:

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

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

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                         28 | Kemper Global Income Fund
<PAGE>

Performance

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

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

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

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

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


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


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


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

The table includes the effects of maximum sales loads.


                         29 | Kemper Global Income Fund
<PAGE>

How Much Investors Pay

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


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


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

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

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

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


                         30 | Kemper Global Income Fund
<PAGE>

THE INVESTMENT ADVISOR

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

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

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

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

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

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

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

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


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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




                         31 | Kemper Global Income Fund
<PAGE>

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

Kemper
International Fund

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


                         32 | Kemper International Fund

<PAGE>


The Fund's Main Strategy

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

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

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

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

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

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

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

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

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

                         33 | Kemper International Fund
<PAGE>

The Main Risks Of Investing In The Fund

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

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

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

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

Other factors that could affect performance include:

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

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                         34 | Kemper International Fund
<PAGE>


Performance

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

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

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

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

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


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


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

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

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


                         35 | Kemper International Fund
<PAGE>

How Much Investors Pay

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

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

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

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

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

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


                         36 | Kemper International Fund
<PAGE>

THE INVESTMENT ADVISOR

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

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

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

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

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

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

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

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

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


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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




                         37 | Kemper International Fund
<PAGE>

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

Kemper
Latin America Fund

FUND GOAL  The fund seeks long-term capital appreciation.


                         38 | Kemper Latin America Fund

<PAGE>


The Fund's Main Strategy

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

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

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

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

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

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

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

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

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


                         39 | Kemper Latin America Fund
<PAGE>


The Main Risks Of Investing In The Fund

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

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

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

Other factors that could affect performance include:

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

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                         40 | Kemper Latin America Fund
<PAGE>


Performance

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

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


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

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

1998      -24.32
1999       50.98


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


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


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

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

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


                         41 | Kemper Latin America Fund
<PAGE>

How Much Investors Pay

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

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

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

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

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

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

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


                         42 | Kemper Latin America Fund
<PAGE>

THE INVESTMENT ADVISOR

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

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

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

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

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

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

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


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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



                         43 | Kemper Latin America Fund
<PAGE>

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

Kemper
New Europe Fund

FUND GOAL  The fund seeks long-term capital appreciation.


                          44 | Kemper New Europe Fund

<PAGE>

The Fund's Main Strategy

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

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

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

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

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

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

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

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

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


                           45 | Kemper New Europe Fund
<PAGE>


The Main Risks Of Investing In The Fund

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

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

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

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

Other factors that could affect performance include:

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

o        growth stocks may be out of favor for certain periods

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                           46 | Kemper New Europe Fund
<PAGE>

Performance

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

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

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

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

THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE

BAR CHART DATA:

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


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


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


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

*   Index comparison begins 02/28/90.

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


                           47 | Kemper New Europe Fund
<PAGE>


How Much Investors Pay

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

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

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

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

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

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


                           48 | Kemper New Europe Fund
<PAGE>


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

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


                           49 | Kemper New Europe Fund
<PAGE>

THE INVESTMENT ADVISOR

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

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

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

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

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

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

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


THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


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

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

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

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

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

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

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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

                          51 | Other Policies And Risks

<PAGE>


Euro conversion

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

                          51 | Other Policies And Risks

<PAGE>


Financial Highlights

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

Kemper Asian Growth Fund

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

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

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


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

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

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

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

*   Annualized

**  Not annualized


                            53 | Financial Highlights
<PAGE>


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

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

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

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

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

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

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

*   Annualized

**  Not annualized



                            54 | Financial Highlights
<PAGE>

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

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

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

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

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

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

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

*        Annualized

**       Not annualized

                            55 | Financial Highlights
<PAGE>


Kemper Emerging Markets Growth Fund

Class A

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

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

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

Class B

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

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

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


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

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



                            56 | Financial Highlights
<PAGE>

Class C

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

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

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

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


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

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

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

                            57 | Financial Highlights
<PAGE>



Kemper Global Blue Chip Fund

Class A

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

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

Class B

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

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


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

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

                            58 | Financial Highlights
<PAGE>


Class C

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

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

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

Supplemental data for all classes

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


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

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

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

                            59 | Financial Highlights
<PAGE>

Kemper Global Discovery Fund

Class A

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

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

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


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

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

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

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

*   Annualized

**  Not annualized

                            60 | Financial Highlights
<PAGE>



Class B

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

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

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


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

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

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

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

*   Annualized

**  Not annualized

                            61 | Financial Highlights
<PAGE>



Class C

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

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

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


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

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

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

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

*   Annualized

**  Not annualized


                            62 | Financial Highlights
<PAGE>


Kemper Global Income Fund

Class A

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

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

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

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

                            63 | Financial Highlights
<PAGE>


Class B

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

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

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

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


                            64 | Financial Highlights
<PAGE>


Class C

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

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

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

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

                            65 | Financial Highlights
<PAGE>

Kemper International Fund

Class A

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

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

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

                            66 | Financial Highlights
<PAGE>


Class B

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

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

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

                            67 | Financial Highlights
<PAGE>

Class C

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

Supplemental data for all classes

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

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

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

                            68 | Financial Highlights
<PAGE>

Kemper Latin America Fund

Class A

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

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

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

Class B

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

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

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

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

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

                            69 | Financial Highlights
<PAGE>

Class C

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

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

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

Supplemental data for all classes

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

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

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

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


                            70 | Financial Highlights
<PAGE>

Kemper New Europe Fund

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

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

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

Class B

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

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

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

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

                            71 | Financial Highlights
<PAGE>


Class C

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

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

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

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

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

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

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

                            72 | Financial Highlights
<PAGE>


Class M

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

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

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

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


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

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

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

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

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

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


                            73 | Financial Highlights
<PAGE>

Investing In The Funds

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

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

<PAGE>

Choosing A Share Class

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

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

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

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


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

Class A

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

Class B

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

Class C

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

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



                           75 | Choosing A Share Class
<PAGE>


Class A shares

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

All funds except Kemper Global Income Fund

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

Kemper Global Income Fund

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


The offering price includes the sales charge.

                           76 | Choosing A Share Class
<PAGE>



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

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

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

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

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

                           77 | Choosing A Share Class
<PAGE>


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

o        reinvesting dividends or distributions

o        investing through certain workplace retirement plans

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

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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




                             78 | Choosing A Share Class
<PAGE>

Class B shares

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

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

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


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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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

                           79 | Choosing A Share Class
<PAGE>


Class C shares

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

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

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


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

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                           80 | Choosing A Share Class
<PAGE>


How to Buy Shares

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

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

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

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

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

Through a financial representative

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

By mail or express mail (see below)

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

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

By phone

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

With an automatic investment plan

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

On the Internet

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


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

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

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


                             81 | How to Buy Shares
<PAGE>

How to Exchange Or Sell Shares

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



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

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

Through a financial representative

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

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

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

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

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

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

With a systematic exchange plan         With a systematic withdrawal plan

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

On the Internet

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

                       82 | How to Exchange or Sell Shares
<PAGE>

Policies You Should Know About

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

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

Policies about transactions

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

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

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

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



                       83 | Policies You Should Know About

<PAGE>

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

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

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

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                       84 | Policies You Should Know About

<PAGE>



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

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

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

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

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

o        withdrawals made through a systematic withdrawal plan

o        withdrawals related to certain retirement or benefit plans

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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

                       85 | Policies You Should Know About

<PAGE>


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

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

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


                       86 | Policies You Should Know About
<PAGE>

Redemption Fee (Class M shares)

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

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

                       87 | Policies You Should Know About
<PAGE>



How the funds calculate share price

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

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

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

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

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



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

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

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


                       88 | Policies You Should Know About
<PAGE>

Other rights we reserve

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

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

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

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

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


                       89 | Policies You Should Know About
<PAGE>

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

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

                       90 | Policies You Should Know About
<PAGE>

Understanding Distributions And Taxes

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

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

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

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

THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS.

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

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


                   91 | Understanding Distributions And Taxes
<PAGE>

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



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

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


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

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

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

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

                   92 | Understanding Distributions And Taxes
<PAGE>

Notes




<PAGE>

To Get More Information

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

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

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

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

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

SEC File Numbers

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

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

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

<PAGE>

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                  March 1, 2000


                          KEMPER NEW EUROPE FUND, INC.

               222 South Riverside Plaza, Chicago, Illinois 60606
                                 1-800-621-1048

    This Statement of Additional  Information is not a prospectus.  It should be
read in conjunction with the prospectus of the Kemper New Europe Fund, Inc. (the
"Fund") dated March 1, 2000. The prospectus may be obtained  without charge from
the Fund and is also available  along with other related  materials on the SEC's
Internet web site  (http://www.sec.gov).  The Fund's Annual Report dated October
31, 1999, which either  accompanies this Statement of Additional  Information or
has  been  previously  provided  to the  investor  to  whom  this  Statement  of
Additional  Information is being sent, is  incorporated  by reference.  The Fund
will furnish  without charge a copy of the Annual Report upon request by calling
1-800-621-1048.

    The Fund was a  closed-end  fund whose  shares  were  listed on the New York
Stock  Exchange,  Inc.  The  shareholders  of the Fund  approved a  proposal  to
open-end the Fund. The conversion of the Fund to an open-end  investment company
occurred on September 3, 1999. This Statement of Additional Information pertains
to the Fund as an open-end investment company.


<PAGE>



                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

INVESTMENT RESTRICTIONS...........................................         1
INVESTMENT OBJECTIVE AND POLICIES.................................         2
CERTAIN INVESTMENT PRACTICES......................................         4
DIVIDENDS AND TAXES...............................................        18
NET ASSET VALUE...................................................        22
PERFORMANCE.......................................................        23
INVESTMENT MANAGER AND UNDERWRITER................................        26
PORTFOLIO TRANSACTIONS............................................        30
PURCHASE, REPURCHASE AND REDEMPTION OF SHARES.....................        31
REDEMPTION OR REPURCHASE OF SHARES................................        36
SPECIAL FEATURES..................................................        41
OFFICERS AND DIRECTORS............................................        45
ORGANIZATION OF THE FUND..........................................        47
FINANCIAL STATEMENTS..............................................        49




                                       2
<PAGE>



                             INVESTMENT RESTRICTIONS

    The Fund has adopted  certain  fundamental  investment  restrictions  which,
together with the  investment  objective and  fundamental  policies of the Fund,
cannot be changed  without  approval of a "majority" of its  outstanding  voting
securities.  As defined in the  Investment  Company Act of 1940, as amended (the
"1940 Act"),  this means the lesser of (1) 67% of the Fund's shares present at a
meeting where more than 50% of the  outstanding  shares are present in person or
by proxy; or (2) more than 50% of the Fund's outstanding shares.

    The Fund is classified as a non-diversified open-end management company.

    The Fund may not, as a fundamental policy:

        1. Purchase securities on margin,  except such short-term credits as may
    be necessary or routine for clearance of transactions and the maintenance of
    margin with respect to futures and forward contracts.

        2. Make short sales of securities, except short sales against the box.

        3. Issue senior  securities,  borrow money or pledge its assets,  except
    that  the  Fund may  borrow  money as  permitted  under  the  1940  Act,  as
    interpreted or modified by regulatory  authority  having  jurisdiction  from
    time to time, and may also pledge its assets to secure such borrowings.  For
    the purposes of this investment  restriction,  collateral  arrangements with
    respect  to the  writing  of  options  or the  purchase  or sale of  futures
    contracts  are not  deemed a pledge of assets  or the  issuance  of a senior
    security.

        4. Invest more than 25% of the total value of its assets in a particular
    industry;  provided,  however,  that the foregoing  restriction shall not be
    deemed to prohibit the Fund from  purchasing  the  securities  of any issuer
    pursuant to the  exercise of rights  distributed  to the Fund by the issuer,
    except that no such  purchase  may be made if as a result the Fund will fail
    to meet the  diversification  requirements  of the Internal  Revenue Code of
    1986, as amended (the "Code"). This restriction does not apply to securities
    issued  or   guaranteed   by  the  U.S.   government,   its   agencies   and
    instrumentalities,  but will apply to foreign government  obligations unless
    the U.S.  Securities  and  Exchange  Commission  (the "SEC")  permits  their
    exclusion.

        5. Act as underwriter  except to the extent that, in connection with the
    disposition of portfolio  securities,  it may be deemed to be an underwriter
    under applicable securities laws.

        6. Buy or sell  commodities  or  commodity  contracts  or real estate or
    interests in real estate,  although it may purchase and sell securities that
    are secured by real estate or  commodities  and securities of companies that
    invest or deal in real estate or commodities,  may purchase and sell futures
    contracts  and related  options on stock indices and  currencies,  may enter
    into forward currency  exchange  contracts,  may write options on stocks and
    may purchase and sell options on currencies and stock indexes.

        7. Make loans, provided that the Fund may (a) acquire debt securities as
    described  herein,  (b)  enter  into  repurchase  agreements  and  (c)  lend
    portfolio  securities  in an amount not to exceed  25% of the  Fund's  total
    assets.

    The following  additional  restrictions are not fundamental  policies of the
Fund and may be changed by the Board of Directors.

    The Fund may not:

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

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

        3.  Purchase  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.

                                       3
<PAGE>

        4. 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.

        5. 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).

        6. Lend  portfolio  securities in an amount greater than 5% of its total
assets.

        7. Make investments for the purpose of exercising control or management.
    Substantial stock ownership may occasionally  confer on the Fund the ability
    to  influence  policies of  portfolio  companies.  In  addition,  the Fund's
    management may consult with and advise the management of portfolio companies
    with respect to the operating and financial policies of such companies.

        8.  Participate  on a joint and several basis in any trading  account in
securities.

        9. Purchase any security (other than obligations of the U.S. government,
    its  agencies or  instrumentalities)  if, as a result,  more than 10% of the
    Fund's  total  assets  (taken at current  value)  would then be  invested in
    securities of any single issuer. The exercise of stock  subscription  rights
    or  conversion  rights is not deemed to be a purchase  for  purposes of this
    restriction.

        10. Invest more than 15% of its net assets in illiquid securities.

                        INVESTMENT OBJECTIVE AND POLICIES

    The  investment  objective  of the Fund is long-term  capital  appreciation,
which it seeks to  achieve  by  investing  primarily  in  equity  securities  of
European companies.

    The Fund will invest in both the  industrialized  nations of Western  Europe
and the less wealthy or developed  countries in Southern and Eastern Europe. The
Fund will invest in established markets and companies with large capitalizations
as well as newer  markets and smaller  companies,  and the portion of the Fund's
assets  invested in each will vary from time to time.  The Fund seeks to benefit
from accelerating economic growth transformation and deregulation taking hold in
Europe. These developments involve, among other things, increased privatizations
and corporate  restructurings,  the reopening of equity markets and economies in
Eastern Europe, further broadening of the European Union, and the implementation
of economic  policies to promote  non-inflationary  growth.  The Fund invests in
companies it believes are well placed to benefit from these and other structural
and cyclical changes now underway in this region.

    Except as otherwise indicated,  the Fund's investment objective and policies
are not fundamental and may be changed without a vote of shareholders.  If there
is a change in investment  objective,  shareholders  should consider whether the
Fund remains an appropriate  investment in light of their then current financial
position and needs.  There can be no assurance that the Fund's objective will be
met.

    The Fund will invest,  under normal market  conditions,  at least 65% of its
total assets in the equity securities of European companies.  The Fund defines a
European  company  as:  (i) a company  organized  under  the laws of a  European
country  and  that has a  principal  office  in a  European  country;  or (ii) a
company,  wherever  organized,  where at least 50% of the company's  non-current
assets,  capitalization,  gross revenue or profit in its most recent fiscal year
represents  (directly or indirectly through  subsidiaries)  assets or activities
located  in  Europe;  or (iii) a company  whose  equity  securities  are  traded
principally in European  securities  markets.  The Fund's definition of European
companies  may  include  companies  that  have   characteristics   and  business
relationships  common to companies in other regions.  As a result,  the value of
the  securities  of such  companies  may  reflect  economic  and  market  forces
applicable to other regions,  as well as to Europe. The Fund believes,  however,
that  investment in such  companies  will be  appropriate in light of the Fund's
investment objective,  because Scudder Kemper Investments,  Inc. (the "Adviser")
will  select  among  such  companies  only  those  which,   in  its  view,  have
sufficiently  strong  exposure to economic and market forces in Europe such that
their value will tend to reflect European  developments to a greater extent than
developments in other regions.  For example, the Adviser may invest in companies
organized  and  located  in the  U.S.  or other  countries  outside  of  Europe,
including companies having their entire production facilities outside of Europe,
when such  companies  meet one or more  elements  of the  Fund's  definition  of
European


                                       4
<PAGE>

companies  so long as the Adviser  believes at the time of  investment  that the
value of the company's securities will reflect principally conditions in Europe.

    The Fund  expects the  majority  of its equity  assets to be invested in the
more established and liquid markets of Western and Southern  Europe.  These more
established Western and Southern European countries include:  Austria,  Belgium,
Denmark,  Finland, France, Germany,  Iceland,  Ireland, Italy,  Luxembourg,  the
Netherlands,  Norway,  Spain,  Sweden,  Switzerland,  and the United Kingdom. To
enhance return potential,  however, the Fund may pursue investment opportunities
in the less wealthy nations of Southern Europe,  currently Greece,  Portugal and
Turkey,  and  the  former  communist  countries  of  Eastern  Europe,  including
countries once part of the Soviet Union.  The Fund may invest in other countries
of Europe when their markets become  sufficiently  developed,  in the opinion of
the Adviser.

    The Fund intends to allocate its investments  among at least three countries
at all times.  The Fund's  equity  investments  may  consist of:  common  stock,
preferred stock (convertible or non-convertible), depositary receipts (sponsored
or  unsponsored)  and  warrants.  These  may  be  illiquid  securities.   Equity
securities  may also be purchased  through  rights.  Securities may be listed on
securities  exchanges,  traded  over-the-counter  ("OTC")or  have  no  organized
market. In addition,  the Fund may engage in strategic  transactions,  including
derivatives.

    The Fund may invest, under normal market conditions,  up to 20% of its total
assets in European debt securities.  Capital appreciation in debt securities may
arise  from a  favorable  change  in  relative  interest  rate  levels or in the
creditworthiness of issuers.  Within this 20% limit, the Fund may invest in debt
securities  which are unrated,  rated,  or the  equivalent  of those rated below
investment  grade (commonly  referred to as "junk bonds");  that is, rated below
Baa by Moody's  Investor  Service,  Inc.  ("Moody's") or below BBB by Standard &
Poor's Ratings Service  ("S&P").  Such securities may be in default with respect
to payment of principal or interest.

    The Fund may  invest in  when-issued  securities,  illiquid  and  restricted
securities and convertible  securities and may enter into repurchase  agreements
and  reverse  repurchase  agreements.  The Fund may also  invest  in  closed-end
investment companies that invest primarily in Europe.

    When,  in the  opinion  of the  Adviser,  market  conditions  warrant,  as a
temporary  defensive  measure,  the Fund may invest  without limit in foreign or
U.S. debt instruments as well as cash or cash equivalents, including foreign and
domestic  money  market   instruments,   short-term   government  and  corporate
obligations,  and repurchase  agreements.  In such a case, the Fund would not be
pursuing,  and may not  achieve,  its  investment  objective.  The Fund may also
invest up to 20% in these investments to maintain liquidity.

    Foreign  securities  such as those  purchased  by the Fund may be subject to
foreign  government  taxes  which  could  reduce  the yield on such  securities,
although a  shareholder  of the Fund may,  subject to  certain  limitations,  be
entitled to claim a credit or deduction for U.S. federal income tax purposes for
his or her proportionate share of such foreign taxes paid by the Fund.

    From time to time, the Fund may be a purchaser of restricted  debt or equity
securities (i.e., securities which may require registration under the Securities
Act of 1933, as amended (the "1933 Act"), or an exemption therefrom, in order to
be sold in the ordinary course of business) in a private placement. The Fund has
undertaken not to purchase or acquire any such securities if, solely as a result
of such  purchase or  acquisition,  more than 15% of the value of the Fund's net
assets would be invested in illiquid securities.

    To a lesser extent,  the Fund may also invest in  "Specialized  Investments"
which consist of equity securities of: (i)  privately-held  European  companies;
(ii) European  companies  that have recently  made initial  public  offerings of
their shares;  (iii)  government-owned  or -controlled  companies that are being
privatized;  (iv) smaller publicly-held  European companies,  i.e., any European
company having a market  capitalization  of less than $500 million (the Board of
Directors  of the Fund may, in the future,  reevaluate  and increase or decrease
the  maximum  market  capitalization  for  qualification  as a smaller  European
company);  (v)  companies  and joint  ventures  based in  Europe;  (vi)  private
placements and joint venture  participations in European  companies that may not
be readily marketable;  (vii) pooled investment funds that invest principally in
securities  in which  the Fund  may  invest,  which  are  considered  investment
companies for purposes of the 1940 Act restrictions  described below; and (viii)
European  companies  with private  market values  perceived by the Adviser to be
substantially in excess of their publicly-traded values.



                                       5
<PAGE>

                          CERTAIN INVESTMENT PRACTICES

Investing in Foreign Securities

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

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

    These  considerations   generally  are  more  of  a  concern  in  developing
countries.  For example,  the  possibility  of revolution  and the dependence on
foreign economic  assistance may be greater in these countries than in developed
countries.  The  management  of the Fund seeks to mitigate the risks  associated
with  these  considerations  through  diversification  and  active  professional
management.  Although investments in companies domiciled in developing countries
may not be subject to  potentially  greater risks than  investments in developed
countries,  the Fund will not invest in any  securities  of  issuers  located in
developing  countries if the  securities,  in the  judgment of the Adviser,  are
speculative.

    Emerging Markets.  While the Fund's  investments in foreign  securities will
principally  be in  developed  countries,  the  Fund  may  invest  in  countries
considered by the Adviser to be developing or "emerging" markets.  Developing or
emerging markets involve exposure to economic structures that are generally less
diverse and mature than in the U.S.,  and to political  systems that may be less
stable. A developing  country 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 U.S., 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 the Fund'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,  the Fund may expand and further broaden the group of
emerging  markets  in which it  invests.  In the  past,  markets  of  developing
countries  have been more  volatile  than the  markets


                                       6
<PAGE>

of developed countries;  however,  such markets often have provided higher rates
of return to investors.  The Adviser 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 gross  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 U.S. and other more developed countries.  Disclosure,  regulatory
and  accounting  standards in many respects are less  stringent than in the U.S.
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 costs
relating to investment in foreign  markets  generally are more expensive than in
the U.S.;  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 the Fund to make intended securities purchases due
to  settlement  problems  could  cause  the Fund to miss  attractive  investment
opportunities. Inability to dispose of a portfolio security caused by settlement
problems could result either in losses to the Fund due to subsequent declines in
value of the  portfolio  security or, if the Fund has entered into a contract to
sell the security, could result in possible liability to the purchaser.  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 the Fund to the risk of losses  resulting  from the
Fund'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  securities  may cease or may be
substantially  curtailed and prices for the Fund's portfolio  securities in such
markets may not be readily  available.  The Fund's  portfolio  securities in the
affected  markets  will be valued at fair value  determined  in good faith by or
under the direction of its Board of Directors.

    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
the costs and  expenses of a Fund.  Emerging  markets  may require  governmental
approval for the repatriation of investment  income,  capital or the proceeds of
sales of securities by foreign investors. In addition, if a deterioration occurs
in an emerging  market's balance of payments,  the market could impose temporary
restrictions on foreign capital remittances.

    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.  The Fund'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 foreign entities, such as the Fund,
to  participate in  privatizations  may be limited by local law, or the price or
terms on which 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.

                                       7
<PAGE>

    In the case of the enterprises in which 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  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 the Fund 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.

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

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

    Debt  Securities.  When the Adviser believes that it is appropriate to do so
in order to achieve the Fund's objective of long-term capital appreciation,  the
Fund may  invest up to 20% of its  total  assets in  European  debt  securities,
including bonds of foreign governments,  supranational organizations and private
issuers.  Portfolio  debt  investments  will be selected on the basis of,  among
other  things,  credit  quality,  and the  fundamental  outlooks  for  currency,
economic  and interest  rate trends,  taking into account the ability to hedge a
degree of currency or local bond price risk.

    Subject to the above 20% limit,  the Fund may purchase debt securities which
are rated below  investment-grade,  that is, rated below Baa by Moody's or below
BBB by S&P and unrated  securities  ("high-yield/high-risk  securities"),  which
usually entail greater risk  (including the possibility of default or bankruptcy
of the issuers of such  securities),  generally  involve  greater  volatility of
price and risk of principal and income,  and may be less liquid than  securities
in the higher rating categories.  The lower the ratings of such debt securities,
the greater their risks.  The Fund may also  purchase  bonds rated B or lower by
Moody's or S&P, and may invest in  securities  which are rated C by Moody's or D
by S&P or  securities  of comparable  quality in the  Adviser's  judgment.  Such
securities


                                       8
<PAGE>

may be in default with respect to payment of principal or interest, carry a high
degree  of risk  and  are  considered  speculative.  See  the  Appendix  to this
Statement of  Additional  Information  for a more  complete  description  of the
ratings assigned by Moody's and S&P and their respective characteristics.

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

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

    High-Yield/High-Risk  Securities.  As stated  above,  within  the Fund's 20%
limit of  investments in European debt  securities,  the Fund may also invest in
high-yield/high-risk securities.

    High-yield,  high-risk  securities are especially subject to adverse changes
in general economic  conditions,  to changes in the financial condition of their
issuers and to price  fluctuations  in response to changes in interest rates. An
economic  downturn could disrupt the high-yield market and impair the ability of
issuers to repay  principal  and interest.  Also, an increase in interest  rates
would have a greater  adverse  impact on the value of such  obligations  than on
higher-quality debt securities.  During an economic downturn or period of rising
interest rates,  highly leveraged issuers may experience  financial stress which
would  adversely  affect their ability to service  their  principal and interest
payment obligations.  Prices and yields of high-yield  securities will fluctuate
over time and, during periods of economic uncertainty,  volatility of high-yield
securities  may  adversely  affect  the  Fund's net asset  value.  In  addition,
investments  in  high-yield,  zero  coupon or  pay-in-kind  bonds,  rather  than
income-bearing high-yield securities, may be more speculative and may be subject
to greater fluctuations in value due to changes in interest rates.

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

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

Small  Companies.  The Fund may  invest its  assets in the  securities  of small
companies.  Investments in small companies involve  considerations  that are not
applicable  to investing in  securities  of  established,  larger-capitalization
issuers,  including  reduced and less  reliable  information  about  issuers and
markets,  less  stringent  financial  disclosure   requirements  and  accounting
standards,  illiquidity of securities, higher brokerage commissions and fees and
greater market risk in general.  In addition,  these securities  involve greater
risks since they may have limited marketability and, thus, may be more volatile.
Because  such  companies  normally  have fewer  shares  outstanding  than larger
companies,  it may be more  difficult  for the  Fund to buy or sell  significant
amounts of such shares without an unfavorable impact on prevailing prices. These
companies may have limited product lines, markets or financial resources and may



                                       9
<PAGE>

lack management  depth. In addition,  these companies are typically subject to a
greater degree of changes in earnings and business  prospectus  than are larger,
more established companies.

Strategic  Transactions and  Derivatives.  The Fund may, but is not required to,
utilize various other investment  strategies as described below for a variety of
purposes,  such as hedging various market risks, managing the effective maturity
or duration of  fixed-income  securities in the Fund's  portfolio,  or enhancing
potential gain.  These  strategies may be executed through the use of derivative
contracts.

         In the course of pursuing  these  investment  strategies,  the Fund may
purchase and sell  exchange-listed and  over-the-counter put and call options on
securities, equity and fixed-income indices and other instruments,  purchase and
sell futures contracts and options thereon, enter into various transactions such
as swaps, caps, floors,  collars,  currency forward contracts,  currency futures
contracts,  currency  swaps or options on  currencies,  or currency  futures and
various  other  currency  transactions  (collectively,  all the above are called
"Strategic Transactions").  In addition, strategic transactions may also include
new  techniques,  instruments  or  strategies  that are  permitted as regulatory
changes  occur.  Strategic  Transactions  may be used without limit  (subject to
certain  limitations  imposed by the 1940 Act) to  attempt  to  protect  against
possible  changes in the market value of  securities  held in or to be purchased
for the Fund's portfolio  resulting from securities markets or currency exchange
rate  fluctuations,  to protect the Fund's  unrealized gains in the value of its
portfolio  securities,  to facilitate the sale of such securities for investment
purposes,   to  manage  the  effective  maturity  or  duration  of  fixed-income
securities  in  the  Fund's  portfolio,  or  to  establish  a  position  in  the
derivatives  markets  as a  substitute  for  purchasing  or  selling  particular
securities.  Some Strategic  Transactions may also be used to enhance  potential
gain  although  no more  than 5% of the  Fund's  assets  will  be  committed  to
Strategic  Transactions  entered into for  non-hedging  purposes.  Any or all of
these investment techniques may be used at any time and in any combination,  and
there is no particular  strategy  that dictates the use of one technique  rather
than  another,  as use of any  Strategic  Transaction  is a function of numerous
variables including market conditions.  The ability of the Fund to utilize these
Strategic  Transactions  successfully  will depend on the  Adviser's  ability to
predict  pertinent  market  movements,  which  cannot be assured.  The Fund will
comply  with  applicable   regulatory   requirements  when  implementing   these
strategies, techniques and instruments.  Strategic Transactions will not be used
to alter fundamental  investment  purposes and  characteristics of the Fund, and
the Fund will segregate assets (or as provided by applicable regulations,  enter
into certain  offsetting  positions)  to cover its  obligations  under  options,
futures and swaps to limit leveraging of the Fund.

         Strategic  Transactions,  including  derivative  contracts,  have risks
associated  with them  including  possible  default  by the  other  party to the
transaction,  illiquidity  and, to the extent the  Adviser's  view as to certain
market  movements  is  incorrect,  the  risk  that  the  use of  such  Strategic
Transactions  could result in losses greater than if they had not been used. Use
of put and call  options  may  result in  losses to the Fund,  force the sale or
purchase of portfolio  securities at inopportune times or for prices higher than
(in the case of put options) or lower than (in the case of call options) current
market  values,  limit the amount of  appreciation  the Fund can  realize on its
investments  or cause the Fund to hold a security it might  otherwise  sell. The
use of currency transactions can result in the Fund incurring losses as a result
of a number of factors including the imposition of exchange controls, suspension
of settlements, or the inability to deliver or receive a specified currency. The
use of  options  and  futures  transactions  entails  certain  other  risks.  In
particular,  the  variable  degree of  correlation  between  price  movements of
futures contracts and price movements in the related  portfolio  position of the
Fund  creates  the  possibility  that losses on the  hedging  instrument  may be
greater than gains in the value of the Fund's position. In addition, futures and
options   markets   may  not  be  liquid  in  all   circumstances   and  certain
over-the-counter  options may have no markets.  As a result, in certain markets,
the  Fund  might  not be able  to  close  out a  transaction  without  incurring
substantial  losses,  if at  all.  Although  the  use  of  futures  and  options
transactions  for  hedging  should  tend to  minimize  the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any  potential  gain  which  might  result  from an  increase  in  value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential  financial risk than would purchases of
options,  where the  exposure  is  limited to the cost of the  initial  premium.
Losses resulting from the use of Strategic  Transactions  would reduce net asset
value, and possibly income, and such losses can be greater than if the Strategic
Transactions had not been utilized.

General  Characteristics of Options. Put options and call options typically have
similar structural  characteristics and operational  mechanics regardless of the
underlying  instrument on which they are purchased or sold.  Thus, the following
general  discussion relates to each of the particular types of options discussed
in greater  detail below.  In addition,  many Strategic  Transactions  involving
options  require  segregation of Fund assets in special  accounts,  as described
below under "Use of Segregated and Other Special Accounts."

         A put option  gives the  purchaser  of the  option,  upon  payment of a
premium, the right to sell, and the writer the obligation to buy, the underlying
security,  commodity, index, currency or other instrument at the exercise price.
For  instance,  the  Fund's  purchase  of a put  option on a  security  might be
designed  to protect  its  holdings in the  underlying  instrument  (or, in some
cases, a similar  instrument)  against a substantial decline in the market value
by giving  the Fund the right to sell such  instrument  at the  option  exercise



                                       10
<PAGE>

price.  A call  option,  upon payment of a premium,  gives the  purchaser of the
option the right to buy, and the seller the  obligation to sell,  the underlying
instrument  at the  exercise  price.  The Fund's  purchase of a call option on a
security,  financial  future,  index,  currency  or  other  instrument  might be
intended to protect the Fund against an increase in the price of the  underlying
instrument  that it  intends  to  purchase  in the future by fixing the price at
which it may purchase such instrument.  An American style put or call option may
be exercised at any time during the option period while a European  style put or
call option may be exercised only upon expiration or during a fixed period prior
thereto. The Fund is authorized to purchase and sell exchange listed options and
over-the-counter options ("OTC options").  Exchange listed options are issued by
a regulated intermediary such as the Options Clearing Corporation ("OCC"), which
guarantees the  performance  of the  obligations of the parties to such options.
The discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.

         With  certain  exceptions,  OCC  issued  and  exchange  listed  options
generally  settle by physical  delivery of the underlying  security or currency,
although in the future cash settlement may become  available.  Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is  "in-the-money"  (i.e.,  where the value of the underlying  instrument
exceeds,  in the case of a call  option,  or is less than,  in the case of a put
option,  the exercise  price of the option) at the time the option is exercised.
Frequently,  rather than taking or making delivery of the underlying  instrument
through  the process of  exercising  the  option,  listed  options are closed by
entering into  offsetting  purchase or sale  transactions  that do not result in
ownership of the new option.

         The Fund's  ability to close out its  position as a purchaser or seller
of an OCC or exchange listed put or call option is dependent,  in part, upon the
liquidity of the option market.  Among the possible reasons for the absence of a
liquid option market on an exchange are: (i)  insufficient  trading  interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading  halts,  suspensions  or other  restrictions  imposed  with  respect  to
particular  classes  or series of  options or  underlying  securities  including
reaching daily price limits;  (iv)  interruption of the normal operations of the
OCC or an exchange;  (v)  inadequacy of the  facilities of an exchange or OCC to
handle current  trading  volume;  or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant  market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.

         The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the  option  markets  close  before the  markets  for the  underlying  financial
instruments,  significant  price  and  rate  movements  can  take  place  in the
underlying markets that cannot be reflected in the option markets.

         OTC options are purchased from or sold to securities dealers, financial
institutions  or  other  parties  ("Counterparties")  through  direct  bilateral
agreement with the Counterparty.  In contrast to exchange listed options,  which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement,  term, exercise price,
premium,  guarantees and security,  are set by  negotiation of the parties.  The
Fund will only sell OTC  options  (other  than OTC  currency  options)  that are
subject to a buy-back provision  permitting the Fund to require the Counterparty
to sell the option back to the Fund at a formula  price within  seven days.  The
Fund  expects  generally  to enter into OTC  options  that have cash  settlement
provisions, although it is not required to do so.

         Unless the  parties  provide  for it,  there is no central  clearing or
guaranty function in an OTC option.  As a result,  if the Counterparty  fails to
make or take delivery of the security,  currency or other instrument  underlying
an OTC  option  it has  entered  into  with  the  Fund or  fails  to make a cash
settlement  payment due in  accordance  with the terms of that option,  the Fund
will lose any premium it paid for the option as well as any anticipated  benefit
of the transaction. Accordingly, the Adviser must assess the creditworthiness of
each  such   Counterparty  or  any  guarantor  or  credit   enhancement  of  the
Counterparty's  credit to  determine  the  likelihood  that the terms of the OTC
option will be satisfied.  The Fund will engage in OTC option  transactions only
with U.S.  government  securities dealers recognized by the Federal Reserve Bank
of New York as "primary dealers" or broker/dealers, domestic or foreign banks or
other  financial  institutions  which have  received (or the  guarantors  of the
obligation of which have received) a short-term credit rating of A-1 from S&P or
P-1  from  Moody's  or an  equivalent  rating  from  any  nationally  recognized
statistical  rating  organization  ("NRSRO")  or,  in the  case of OTC  currency
transactions,  are determined to be of equivalent credit quality by the Adviser.
The staff of the SEC currently takes the position that OTC options  purchased by
the  Fund,  and  portfolio  securities  "covering"  the  amount  of  the  Fund's
obligation  pursuant to an OTC option sold by it (the cost of the sell-back plus
the  in-the-money  amount,  if any) are illiquid,  and are subject to the Fund's
limitation  on  investing  no  more  than  15% of its  net  assets  in  illiquid
securities.

                                       11
<PAGE>

         If the Fund sells a call option, the premium that it receives may serve
as a partial hedge, to the extent of the option  premium,  against a decrease in
the value of the  underlying  securities or instruments in its portfolio or will
increase the Fund's income. The sale of put options can also provide income.

         The Fund may  purchase and sell call  options on  securities  including
U.S.  Treasury  and  agency  securities,   mortgage-backed  securities,  foreign
sovereign  debt,  corporate  debt  securities,   equity  securities   (including
convertible  securities) and Eurodollar  instruments that are traded on U.S. and
foreign  securities  exchanges  and  in  the  over-the-counter  markets,  and on
securities indices, currencies and futures contracts. All calls sold by the Fund
must be "covered"  (i.e.,  the Fund must own the securities or futures  contract
subject to the call) or must meet the asset segregation  requirements  described
below as long as the call is outstanding.  Even though the Fund will receive the
option  premium to help protect it against loss, a call sold by the Fund exposes
the Fund  during  the term of the  option to  possible  loss of  opportunity  to
realize  appreciation  in  the  market  price  of  the  underlying  security  or
instrument  and may require the Fund to hold a security or  instrument  which it
might otherwise have sold.

         The Fund may purchase and sell put options on securities including U.S.
Treasury and agency securities,  mortgage-backed  securities,  foreign sovereign
debt,  corporate  debt  securities,  equity  securities  (including  convertible
securities)  and  Eurodollar  instruments  (whether  or not it holds  the  above
securities in its portfolio), and on securities indices,  currencies and futures
contracts other than futures on individual  corporate debt and individual equity
securities. The Fund will not sell put options if, as a result, more than 50% of
the  Fund's  total  assets  would be  required  to be  segregated  to cover  its
potential  obligations  under such put options  other than those with respect to
futures and options  thereon.  In selling put options,  there is a risk that the
Fund may be required to buy the underlying  security at a disadvantageous  price
above the market price.

General Characteristics of Futures. The Fund may enter into futures contracts or
purchase  or sell  put and  call  options  on such  futures  as a hedge  against
anticipated  interest rate, currency or equity market changes,  and for duration
management,  risk  management  and  return  enhancement  purposes.  Futures  are
generally  bought and sold on the  commodities  exchanges  where they are listed
with payment of initial and variation  margin as described  below. The sale of a
futures contract creates a firm obligation by the Fund, as seller, to deliver to
the buyer the specific type of financial  instrument  called for in the contract
at a specific  future  time for a  specified  price (or,  with  respect to index
futures and  Eurodollar  instruments,  the net cash amount).  Options on futures
contracts  are  similar  to  options on  securities  except  that an option on a
futures contract gives the purchaser the right in return for the premium paid to
assume a position in a futures contract and obligates the seller to deliver such
position.

         The Fund's  use of futures  and  options  thereon  will in all cases be
consistent with applicable  regulatory  requirements and in particular the rules
and regulations of the Commodity Futures Trading  Commission and will be entered
into for bona fide hedging,  risk management  (including duration management) or
other  portfolio  and  return  enhancement   management   purposes.   Typically,
maintaining a futures contract or selling an option thereon requires the Fund to
deposit with a financial  intermediary as security for its obligations an amount
of cash or other specified  assets (initial margin) which initially is typically
1% to 10% of the  face  amount  of the  contract  (but  may be  higher  in  some
circumstances).  Additional cash or assets (variation margin) may be required to
be  deposited  thereafter  on a daily  basis as the mark to market  value of the
contract  fluctuates.  The purchase of an option on financial  futures  involves
payment of a premium for the option  without any further  obligation on the part
of the Fund.  If the Fund  exercises an option on a futures  contract it will be
obligated to post initial margin (and potential subsequent variation margin) for
the  resulting  futures  position  just as it would  for any  position.  Futures
contracts  and  options  thereon  are  generally  settled  by  entering  into an
offsetting  transaction  but there can be no assurance  that the position can be
offset prior to  settlement  at an  advantageous  price,  nor that delivery will
occur.

         The Fund  will not enter  into a futures  contract  or  related  option
(except for closing  transactions) if,  immediately  thereafter,  the sum of the
amount of its initial margin and premiums on open futures  contracts and options
thereon  would exceed 5% of the Fund's total  assets  (taken at current  value);
however,  in the  case of an  option  that is  in-the-money  at the  time of the
purchase,  the  in-the-money  amount  may  be  excluded  in  calculating  the 5%
limitation.  The segregation  requirements with respect to futures contracts and
options thereon are described below.

Options on Securities  Indices and Other  Financial  Indices.  The Fund also may
purchase and sell call and put options on securities indices and other financial
indices and in so doing can achieve many of the same objectives it would achieve
through  the sale or  purchase  of options  on  individual  securities  or other
instruments.  Options on  securities  indices  and other  financial  indices are
similar to options on a security or other  instrument  except that,  rather than
settling by physical delivery of the underlying instrument,  they settle by cash
settlement,  i.e.,  an option on an index gives the holder the right to receive,
upon exercise of the option, an amount of cash if the closing level of the index
upon which the option is based exceeds,  in the case of a call, or is less than,
in the case of a put, the exercise  price of the option  (except if, in the case
of an OTC option, physical delivery is specified).  This amount of cash is equal
to


                                       12
<PAGE>

the  excess of the  closing  price of the index over the  exercise  price of the
option,  which  also may be  multiplied  by a formula  value.  The seller of the
option is  obligated,  in return for the premium  received,  to make delivery of
this  amount.  The  gain or loss on an  option  on an  index  depends  on  price
movements in the instruments making up the market,  market segment,  industry or
other  composite  on which the  underlying  index is based,  rather  than  price
movements in  individual  securities,  as is the case with respect to options on
securities.

Currency  Transactions.  The Fund  may  engage  in  currency  transactions  with
Counterparties  primarily in order to hedge,  or manage the risk of the value of
portfolio holdings denominated in particular  currencies against fluctuations in
relative  value.  Currency  transactions  include  forward  currency  contracts,
exchange listed currency futures, exchange listed and OTC options on currencies,
and currency swaps. A forward currency contract involves a privately  negotiated
obligation  to purchase or sell (with  delivery  generally  required) a specific
currency at a future  date,  which may be any fixed number of days from the date
of the contract  agreed upon by the  parties,  at a price set at the time of the
contract.  A currency  swap is an agreement to exchange  cash flows based on the
notional  difference  among two or more currencies and operates  similarly to an
interest rate swap,  which is described  below. The Fund may enter into currency
transactions with  Counterparties  which have received (or the guarantors of the
obligations  which  have  received)  a  credit  rating  of  A-1 or P-1 by S&P or
Moody's, respectively, or that have an equivalent rating from a NRSRO or (except
for OTC currency  options) are determined to be of equivalent  credit quality by
the Adviser.

         The Fund's  dealings in forward  currency  contracts and other currency
transactions  such as futures,  options,  options on futures and swaps generally
will be limited to hedging  involving either specific  transactions or portfolio
positions  except as described  below.  Transaction  hedging is entering  into a
currency transaction with respect to specific assets or liabilities of the Fund,
which  will  generally  arise in  connection  with the  purchase  or sale of its
portfolio  securities or the receipt of income  therefrom.  Position  hedging is
entering  into  a  currency  transaction  with  respect  to  portfolio  security
positions denominated or generally quoted in that currency.

         The Fund  generally will not enter into a transaction to hedge currency
exposure to an extent greater, after netting all transactions intended wholly or
partially to offset other transactions,  than the aggregate market value (at the
time of entering into the  transaction)  of the securities held in its portfolio
that are denominated or generally  quoted in or currently  convertible into such
currency, other than with respect to proxy hedging or cross hedging as described
below.

         The Fund may also cross-hedge  currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
relative to other  currencies to which the Fund has or in which the Fund expects
to have portfolio exposure.

         To reduce the effect of currency  fluctuations on the value of existing
or  anticipated  holdings of portfolio  securities,  the Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which the Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging  entails  entering into a commitment or option to sell a currency  whose
changes in value are  generally  considered  to be  correlated  to a currency or
currencies in which some or all of the Fund's  portfolio  securities  are or are
expected to be  denominated,  in exchange  for U.S.  dollars.  The amount of the
commitment  or  option  would not  exceed  the  value of the  Fund's  securities
denominated in correlated currencies. For example, if the Adviser considers that
the Austrian schilling is correlated to the German  deutschemark (the "D-mark"),
the Fund holds  securities  denominated in schillings  and the Adviser  believes
that the value of schillings will decline against the U.S.  dollar,  the Adviser
may enter into a commitment or option to sell D-marks and buy dollars.  Currency
hedging involves some of the same risks and considerations as other transactions
with similar instruments. Currency transactions can result in losses to the Fund
if the currency  being hedged  fluctuates in value to a degree or in a direction
that  is  not  anticipated.  Further,  there  is the  risk  that  the  perceived
correlation  between various currencies may not be present or may not be present
during the particular  time that the Fund is engaging in proxy  hedging.  If the
Fund enters into a currency hedging  transaction,  the Fund will comply with the
asset segregation requirements described below.

Risks of  Currency  Transactions.  Currency  transactions  are  subject to risks
different from those of other portfolio  transactions.  Because currency control
is of great  importance  to the  issuing  governments  and  influences  economic
planning and policy, purchases and sales of currency and related instruments can
be  negatively  affected  by  government  exchange  controls,   blockages,   and
manipulations or exchange restrictions imposed by governments.  These can result
in losses to the Fund if it is unable to deliver or receive currency or funds in
settlement of obligations  and could also cause hedges it has entered into to be
rendered  useless,  resulting  in full  currency  exposure as well as  incurring
transaction  costs.  Buyers and sellers of  currency  futures are subject to the
same risks that apply to the use of futures generally.  Further, settlement of a
currency  futures  contract for the purchase of most  currencies must occur at a
bank  based in the  issuing  nation.  Trading  options  on  currency  futures is
relatively  new,  and the ability to establish  and close out  positions on such
options is subject to the maintenance of a liquid market which may not always be
available.  Currency  exchange rates may fluctuate based on factors extrinsic to
that country's economy.

                                       13
<PAGE>

Combined Transactions. The Fund may enter into multiple transactions,  including
multiple options transactions,  multiple futures transactions, multiple currency
transactions  (including forward currency  contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions   ("component"   transactions),   instead  of  a  single  Strategic
Transaction,  as part of a single or combined  strategy  when, in the opinion of
the  Adviser,  it is in the best  interests  of the  Fund to do so.  A  combined
transaction  will usually  contain  elements of risk that are present in each of
its component transactions.  Although combined transactions are normally entered
into based on the Adviser's  judgment that the combined  strategies  will reduce
risk or otherwise  more  effectively  achieve the desired  portfolio  management
goal, it is possible that the  combination  will instead  increase such risks or
hinder achievement of the portfolio management objective.

Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which the
Fund may enter  are  interest  rate,  currency,  index  and other  swaps and the
purchase or sale of related caps, floors and collars.  The Fund expects to enter
into these transactions primarily to preserve a return or spread on a particular
investment  or  portion  of  its   portfolio,   to  protect   against   currency
fluctuations,  as a duration  management  technique  or to protect  against  any
increase in the price of securities the Fund  anticipates  purchasing at a later
date.  The Fund will not sell interest rate caps or floors where it does not own
securities  or other  instruments  providing  the income  stream the Fund may be
obligated  to pay.  Interest  rate swaps  involve the  exchange by the Fund with
another party of their respective commitments to pay or receive interest,  e.g.,
an exchange of floating  rate payments for fixed rate payments with respect to a
notional  amount of principal.  A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential  among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference  indices.  The
purchase  of a cap  entitles  the  purchaser  to receive  payments on a notional
principal  amount from the party selling such cap to the extent that a specified
index exceeds a predetermined  interest rate or amount.  The purchase of a floor
entitles the purchaser to receive  payments on a notional  principal amount from
the party selling such floor to the extent that a specified  index falls below a
predetermined  interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a  predetermined  range of interest
rates or values.

         The Fund will usually  enter into swaps on a net basis,  i.e.,  the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument,  with the Fund receiving or paying, as the case may
be, only the net amount of the two payments. Inasmuch as the Fund will segregate
assets (or enter  into  offsetting  positions)  to cover its  obligations  under
swaps,  the Adviser and the Fund  believe  such  obligations  do not  constitute
senior  securities under the 1940 Act and,  accordingly,  will not treat them as
being  subject to its borrowing  restrictions.  The Fund will not enter into any
swap, cap, floor or collar transaction unless, at the time of entering into such
transaction, the unsecured long-term debt of the Counterparty, combined with any
credit enhancements,  is rated at least A by S&P or Moody's or has an equivalent
rating from a NRSRO or is determined to be of equivalent  credit  quality by the
Adviser.  If  there  is a  default  by  the  Counterparty,  the  Fund  may  have
contractual remedies pursuant to the agreements related to the transaction.  The
swap market has grown substantially in recent years with a large number of banks
and investment  banking firms acting both as principals and as agents  utilizing
standardized  swap  documentation.  As a  result,  the swap  market  has  become
relatively  liquid.  Caps,  floors and collars are more recent  innovations  for
which  standardized   documentation  has  not  yet  been  fully  developed  and,
accordingly, they are less liquid than swaps.

Eurodollar Instruments. The Fund may make investments in Eurodollar instruments.
Eurodollar instruments are U.S.  dollar-denominated futures contracts or options
thereon  which are  linked  to the  London  Interbank  Offered  Rate  ("LIBOR"),
although  foreign  currency-denominated  instruments  are available from time to
time.  Eurodollar futures contracts enable purchasers to obtain a fixed rate for
the lending of funds and sellers to obtain a fixed rate for borrowings. The Fund
might use  Eurodollar  futures  contracts  and options  thereon to hedge against
changes in LIBOR, to which many interest rate swaps and fixed income instruments
are linked.

Risks of Strategic  Transactions  Outside the U.S.  When  conducted  outside the
U.S., Strategic  Transactions may not be regulated as rigorously as in the U.S.,
may not involve a clearing mechanism and related guarantees,  and are subject to
the risk of governmental actions affecting trading in, or the prices of, foreign
securities,  currencies and other instruments.  The value of such positions also
could be adversely affected by: (i) other complex foreign  political,  legal and
economic factors,  (ii) lesser availability than in the U.S. of data on which to
make trading decisions,  (iii) delays in the Fund's ability to act upon economic
events occurring in foreign markets during  non-business hours in the U.S., (iv)
the  imposition of different  exercise and  settlement  terms and procedures and
margin  requirements  than  in the  U.S.,  and  (v)  lower  trading  volume  and
liquidity.

Use of Segregated and Other Special Accounts.  Many Strategic  Transactions,  in
addition to other  requirements,  require that the Fund segregate cash or liquid
assets with its  custodian  to the extent  Fund  obligations  are not  otherwise
"covered" through ownership of the underlying security,  financial instrument or
currency.  In general,  either the full amount of any  obligation by the Fund to
pay or  deliver  securities  or  assets  must be  covered  at all  times  by the
securities, instruments or currency required to be delivered, or, subject to any
regulatory  restrictions,  an amount of cash or liquid  assets at least equal to
the current amount of the obligation must be


                                       14
<PAGE>

segregated  with  the  custodian.  The  segregated  assets  cannot  be  sold  or
transferred  unless equivalent assets are substituted in their place or it is no
longer  necessary to segregate  them. For example,  a call option written by the
Fund  will  require  the Fund to hold  the  securities  subject  to the call (or
securities   convertible   into  the  needed   securities   without   additional
consideration)  or to segregate cash or liquid assets sufficient to purchase and
deliver the securities if the call is exercised.  A call option sold by the Fund
on an index will require the Fund to own portfolio  securities  which  correlate
with the index or to segregate  cash or liquid assets equal to the excess of the
index value over the exercise  price on a current basis. A put option written by
the Fund  requires  the Fund to  segregate  cash or liquid  assets  equal to the
exercise price.

         Except when the Fund enters into a forward contract for the purchase or
sale of a security  denominated  in a  particular  currency,  which  requires no
segregation,  a  currency  contract  which  obligates  the  Fund  to buy or sell
currency will  generally  require the Fund to hold an amount of that currency or
liquid assets denominated in that currency equal to the Fund's obligations or to
segregate cash or liquid assets equal to the amount of the Fund's obligation.

         OTC options  entered into by the Fund,  including  those on securities,
currency,  financial  instruments or indices and OCC issued and exchange  listed
index options, will generally provide for cash settlement. As a result, when the
Fund sells these  instruments it will only segregate an amount of cash or liquid
assets  equal to its accrued net  obligations,  as there is no  requirement  for
payment or delivery of amounts in excess of the net amount.  These  amounts will
equal 100% of the exercise price in the case of a non cash-settled put, the same
as an OCC guaranteed listed option sold by the Fund, or the in-the-money  amount
plus any sell-back  formula amount in the case of a cash-settled put or call. In
addition,  when  the Fund  sells a call  option  on an index at a time  when the
in-the-money  amount exceeds the exercise price, the Fund will segregate,  until
the option expires or is closed out, cash or cash equivalents  equal in value to
such excess.  OCC issued and exchange listed options sold by the Fund other than
those above  generally  settle with  physical  delivery,  or with an election of
either  physical  delivery or cash  settlement  and the Fund will  segregate  an
amount of cash or  liquid  assets  equal to the full  value of the  option.  OTC
options settling with physical delivery,  or with an election of either physical
delivery or cash settlement  will be treated the same as other options  settling
with physical delivery.

         In the case of a futures  contract or an option thereon,  the Fund must
deposit  initial  margin and  possible  daily  variation  margin in  addition to
segregating cash or liquid assets  sufficient to meet its obligation to purchase
or provide securities or currencies, or to pay the amount owed at the expiration
of an index-based futures contract. Such liquid assets may consist of cash, cash
equivalents, liquid debt or equity securities or other acceptable assets.

         With  respect  to swaps,  the Fund will  accrue  the net  amount of the
excess,  if any, of its obligations over its  entitlements  with respect to each
swap on a daily  basis and will  segregate  an  amount of cash or liquid  assets
having a value equal to the accrued  excess.  Caps,  floors and collars  require
segregation of assets with a value equal to the Fund's net obligation, if any.

         Strategic  Transactions  may be covered by other means when  consistent
with  applicable  regulatory  policies.  The Fund may also enter into offsetting
transactions so that its combined position,  coupled with any segregated assets,
equals  its  net  outstanding   obligation  in  related  options  and  Strategic
Transactions.  For example,  the Fund could  purchase a put option if the strike
price of that option is the same or higher than the strike price of a put option
sold by the Fund. Moreover,  instead of segregating cash or liquid assets if the
Fund held a futures or forward  contract,  it could purchase a put option on the
same futures or forward  contract with a strike price as high or higher than the
price of the contract held.  Other Strategic  Transactions may also be offset in
combinations.  If the offsetting  transaction terminates at the time of or after
the primary  transaction no segregation is required,  but if it terminates prior
to such time, cash or liquid assets equal to any remaining obligation would need
to be segregated.

    Convertible Securities.  The Fund may invest in convertible securities which
are bonds, notes,  debentures,  preferred stocks, and other securities which are
convertible  into common  stocks.  Investments  in  convertible  securities  can
provide income through  interest and dividend  payment and/or an opportunity for
capital appreciation by virtue of their conversion or exchange features.

    The convertible  securities in which the Fund may invest may be converted or
exchanged at a stated or determinable  exchange ratio into underlying  shares of
common stock. The exchange ratio for any particular  convertible security may be
adjusted  from time to time due to stock  splits,  dividends,  spin-offs,  other
corporate distributions, or scheduled changes in the exchange ratio. Convertible
debt securities and convertible preferred stocks, until converted,  have general
characteristics similar to both debt and equity securities. Although to a lesser
extent than with debt  securities  generally,  the market  value of  convertible
securities tends to decline as interest rates increase and, conversely, tends to
increase as interest  rates decline.  In addition,  because of the conversion or
exchange feature,  the market value of convertible  securities typically changes
as the market value of the underlying  common stocks  changes,  and,  therefore,
also tends to follow  movements in the general market for equity  securities.  A
unique  feature of  convertible  securities  is that as the market  price of the
underlying  common  stock  declines,   convertible   securities  tend  to  trade
increasingly on a yield basis and so


                                       15
<PAGE>

may not  experience  market value  declines to the same extent as the underlying
common stock.  When the market price of the underlying  common stock  increases,
the prices of the  convertible  securities  tend to rise as a reflection  of the
value of the underlying common stock increases,  although  typically not as much
as the  underlying  common stock.  While no securities  investments  are without
risk,  investments in  convertible  securities  generally  entail less risk than
investments in common stock of the same issuer.

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

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

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

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

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

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

                                       16
<PAGE>

Borrowing. The fund may not borrow money, except as permitted under Federal law.
The Fund will borrow only when the Adviser  believes that borrowing will benefit
the Fund  after  taking  into  account  considerations  such as the costs of the
borrowing.  The Fund does not  expect  to borrow  for  investment  purposes,  to
increase  return or leverage the  portfolio.  Borrowing by the Fund will involve
special risk  considerations.  Although the  principal of the fund's  borrowings
will be fixed, the Fund's assets may change in value during the time a borrowing
is outstanding, thus increasing exposure to capital risk.

Lending of  Portfolio  Securities.  The Fund may seek to increase  its income by
lending portfolio securities. Under present regulatory policies, including those
of the Board of Governors of the Federal  Reserve System and the SEC, such loans
may be made to member  firms of the NYSE,  and would be  required  to be secured
continuously  by collateral in cash,  U.S.  Government  securities or other high
grade debt obligations maintained on a current basis at an amount at least equal
to the market  value and accrued  interest of the  securities  loaned.  The Fund
would have the right to call a loan and obtain the securities  loaned on no more
than five days' notice.  During the existence of a loan, the Fund would continue
to receive the  equivalent of the interest paid by the issuer on the  securities
loaned  and would  also  receive  compensation  based on the  investment  of the
collateral.  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 Adviser to be of good  standing,  and when, in the judgment of the
Adviser,  the consideration  which can be earned currently from securities loans
of this type  justifies  the  attendant  risk.  If the Fund  determines  to make
securities  loans, the value of the securities  loaned will not exceed 5% of the
value of the Fund's total assets at the time any loan is made.


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


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

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

    The  Fund  may  invest  up to  15% of  its  total  net  assets  in  illiquid
securities.

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

                                       17
<PAGE>

For example, the Fund may invest in a variety of investment companies which seek
to track the  composition  and  performance  of  specific  indexes or a specific
portion of an index.  These  index-based  investments hold  substantially all of
their assets in securities representing their specific index.  Accordingly,  the
main risk of investing in index-based  investments is the same as investing in a
portfolio  of equity  securities  comprising  the index.  The  market  prices of
index-based  investments  will fluctuate in accordance  with both changes in the
market  value of their  underlying  portfolio  securities  and due to supply and
demand for the  instruments on the exchanges on which they are traded (which may
result in their  trading at a discount  or premium to their  NAVs).  Index-based
investments  may not replicate  exactly the performance of their specified index
because of  transaction  costs and because of the  temporary  unavailability  of
certain component securities of the index.

Examples of index-based investments include:

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

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

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

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

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

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

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


Short Sales  Against-The-Box.  The Fund may make short sales against-the-box for
the purpose of, but not limited to,  deferring  realization  of loss when deemed
advantageous for federal income tax purposes. A short sale  "against-the-box" is
a short sale in which the Fund owns at least an equal  amount of the  securities
sold short or securities  convertible into or exchangeable  for, without payment
of any  further  consideration,  securities  of the same  issue as, and at least
equal in amount to, the  securities  or other  assets sold  short.  The Fund may
engage in such  short  sales  only to the  extent  that not more than 10% of the
Fund's  total  assets  (determined  at the  time


                                       18
<PAGE>

of the short sale) is held as collateral for such sales. The Fund currently does
not intend,  however, to engage in such short sales to the extent that more than
5% of its net assets  will be held as  collateral  therefor  during the  current
year.

    If the Fund  effects  a short  sale of  securities  at a time when it has an
unrealized gain on the securities,  it may be required to recognize that gain as
if it had actually sold the securities (as a "constructive sale") on the date it
effects the short sale. However,  such constructive sale treatment may not apply
if the Fund closes out the short sale with securities other than the appreciated
securities  held at the time of the short sale and if certain  other  conditions
are satisfied.  Uncertainty  regarding the tax  consequences  of effecting short
sales may limit the extent to which the Fund may effect short sales.

                               DIVIDENDS AND TAXES

    Dividends.  The Fund normally distributes dividends of net investment income
and any net realized  short-term and long-term  capital gains at least annually.
The level of income dividends per share (as a percentage of net asset value) may
be lower for Class B and Class C shares than for Class A and M shares  primarily
as a result of the  distribution  services fee applicable to Class B and Class C
shares.  Distributions of capital gains, if any, will be paid in the same amount
for each class.

    The  Fund  may  vary  at any  time  the  foregoing  dividend  practice  and,
therefore,  reserves  the right  from time to time  either to  distribute  or to
retain for reinvestment such of its net investment income and its net short-term
and  long-term  capital  gains as the Board of Directors of the Fund  determines
appropriate  under  then  current  circumstances.  In  particular,  and  without
limiting  the  foregoing,  the  Fund may make  additional  distributions  of net
investment  income or capital  gain net income in order to satisfy  the  minimum
distribution requirements contained in the Code.

    Income  dividends  and capital gain  dividends,  if any, of the Fund will be
credited to shareholder  accounts in full and fractional Fund shares of the same
class at net asset value except that,  upon written  request to the  Shareholder
Service Agent, a shareholder may select one of the following options:

    (1) To receive  income and  short-term  capital  gain  dividends in cash and
        long-term  capital  gain  dividends  in shares of the same  class at net
        asset value; or

    (2) To receive income and capital gain dividends in cash.

    Any dividends of the Fund that are reinvested normally will be reinvested in
Fund shares of the same class.  However, upon written request to the Shareholder
Service  Agent,  a shareholder  may elect to have dividends of the Fund invested
without a sales charge in shares of the same class of another Kemper Fund at the
net asset value of such class of such other fund. See "Special Features -- Class
A Shares -- Combined  Purchases"  for a list of such other Kemper Funds.  To use
this  privilege of investing  dividends of the Fund in shares of another  Kemper
Fund,  shareholders  must maintain a minimum account value of $1,000 in the Fund
distributing  the  dividends.  The Fund  reinvests  dividend  checks (and future
dividends)  in shares of the same class of the same Fund if checks are  returned
as undeliverable.  Dividends and other  distributions in the aggregate amount of
$10 or less are automatically reinvested in shares of the same class of the same
Fund  unless the  shareholder  requests  that such  policy not be applied to the
shareholder's account.

    Taxes.  The Fund  intends to continue  to qualify as a regulated  investment
company under Subchapter M of the Code and, if so qualified,  will not be liable
for federal  income  taxes to the extent its  earnings  are  distributed  in the
manner required by the Code. Such  qualification  does not involve  governmental
supervision or management of investment  practices or policy. To so qualify, the
Fund  is  required  to  distribute  to  its  shareholders  at  least  90% of its
investment  company taxable income (including net short-term  capital gain) (the
"90% Distribution Requirement").

    If for any taxable  year a Fund does not  qualify  for the  special  federal
income tax treatment afforded regulated investment companies, all of its taxable
income will be subject to federal income tax at regular corporate rates (without
any deduction for distributions to its  shareholders).  In such event,  dividend
distributions  would  be  taxable  to  shareholders  to the  extent  of a Fund's
earnings and profits, and would be eligible for the dividends-received deduction
in the case of corporate shareholders.

    A 4% excise tax is imposed on the excess of the required  distribution for a
calendar year over the  distributed  amount for such calendar year. The required
distribution  is the sum of 98% of the  Fund's  net  investment  income  for the
calendar  year plus 98% of its capital gain net income for the  one-year  period
ending October 31, plus any  undistributed  net investment income from the prior
calendar year,


                                       19
<PAGE>

plus any  undistributed  capital  gain net income from the one year period ended
October 31 in the prior calendar year, minus any  overdistribution  in the prior
calendar year. For purposes of calculating  the required  distribution,  foreign
currency  gains or losses  occurring  after October 31 are taken into account in
the following calendar year. The Fund intends to declare or distribute dividends
during  the  appropriate  periods  of an  amount  sufficient  to  meet  the  90%
Distribution Requirement and to prevent imposition of the 4% excise tax.

    Dividends  derived from net  investment  income and net  short-term  capital
gains are taxable to shareholders as ordinary income and long-term  capital gain
dividends are taxable to  shareholders  as long-term  capital gain regardless of
how long the  shares  have been held and  whether  received  in cash or  shares.
Dividends declared in October, November or December to shareholders of record as
of a date in one of those  months and paid  during  the  following  January  are
treated as paid on December 31 of the calendar year declared.

    A dividend  received  shortly  after the purchase of shares  reduces the net
asset value of the shares by the amount of the dividend and,  although in effect
a return of capital, will be taxable to the shareholder.


    If any net  realized  long-term  capital  gains in  excess  of net  realized
short-term  capital losses are retained by the Fund for reinvestment,  requiring
federal  income taxes to be paid thereon by the Fund,  the Fund intends to elect
to treat such reported capital gains as having been distributed to shareholders.
As a result,  each  shareholder  will report  such  capital  gains as  long-term
capital  gains,  will be able to claim a pro rata share of federal  income taxes
paid by the Fund on such gains as a credit against federal income tax liability,
and will be entitled to increase  the  adjusted  tax basis on Fund shares by the
difference between such reported gains and the tax credit.


    A shareholder who redeems shares of the Fund will recognize  capital gain or
loss for federal  income tax  purposes  measured by the  difference  between the
value of the shares redeemed and the adjusted cost basis of the shares. Any loss
recognized  on the  redemption  of Fund  shares  held six months or less will be
treated  as  long-term  capital  loss to the  extent  that the  shareholder  has
received any long-term capital gain dividends on such shares.

    A shareholder who has redeemed shares of the Fund or any other Kemper Mutual
Fund  listed  herein  under  "Special  Features  -- Class A Shares  --  Combined
Purchases"  (other  than  shares of Kemper Cash  Reserves  Fund not  acquired by
exchange from another  Kemper  Mutual Fund) may reinvest the amount  redeemed at
net  asset  value at the time of the  reinvestment  in  shares of the Fund or in
shares of the other Kemper  Mutual Funds within six months of the  redemption as
described  herein under  "Redemption  or  Repurchase  of Shares --  Reinvestment
Privilege." If redeemed  shares were held less than 91 days,  then the lesser of
(a) the sales charge waived on the  reinvested  shares,  or (b) the sales charge
incurred on the  redeemed  shares,  is  included in the basis of the  reinvested
shares and is not included in the basis of the redeemed shares.

    If a shareholder realizes a loss on the redemption or exchange of the Fund's
shares and  reinvests  in shares of the same Fund within 30 days before or after
the  redemption or exchange,  the  transactions  may be subject to the wash sale
rules  resulting in a postponement  of the  recognition of such loss for federal
income tax purposes. An exchange of the Fund's shares for shares of another fund
is treated as a redemption and reinvestment for federal income tax purposes upon
which gain or loss may be recognized.

    Investment income derived from foreign  securities may be subject to foreign
income  taxes  withheld  at  the  source.  Because  the  amount  of  the  Fund's
investments  in  various  countries  will  change  from time to time,  it is not
possible to determine the effective rate of such taxes in advance.  The Fund may
elect for U.S.  income tax purposes to treat foreign  income taxes paid by it as
paid by its  shareholders  if: (i) the Fund qualifies as a regulated  investment
company,  (ii) certain asset and distribution  requirements  are satisfied,  and
(iii) more than 50% of the Fund's  total  assets at the close of its fiscal year
consists of stock or  securities of foreign  corporations.  The Fund may qualify
for and make this  election  in some,  but not  necessarily  all, of its taxable
years.  If the Fund were to make an election,  shareholders of the Fund would be
required to take into account an amount equal to their pro rata portions of such
foreign taxes in computing  their taxable  income and then treat an amount equal
to those  foreign taxes as a U.S.  federal  income tax deduction or as a foreign
tax credit against their U.S.  federal income taxes.  Shortly after any year for
which it makes such an election,  the Fund will report to its  shareholders  the
amount  per  share of such  foreign  income  tax that must be  included  in each
shareholder's  gross  income and the  amount  which  will be  available  for the
deduction  or  credit.  No  deduction  for  foreign  taxes may be  claimed  by a
shareholder who does not itemize deductions. Certain limitations will be imposed
on the extent to which the credit (but not the  deduction) for foreign taxes may
be claimed.

    The Fund may invest in shares of certain foreign  corporations  which may be
classified under the Code as passive foreign investment companies ("PFICs").  If
the Fund receives a so-called "excess  distribution" with respect to PFIC stock,
the Fund itself may be subject to a tax on a portion of the excess distribution.
Certain  distributions  from a PFIC as well as  gains  from the sale of the PFIC
shares are treated as "excess  distributions." In general, under the PFIC rules,
an excess  distribution  is treated as having  been  realized


                                       20
<PAGE>

ratably over the period  during  which the Fund held the PFIC  shares.  The Fund
will be subject to tax on the portion, if any, of an excess distribution that is
allocated to prior Fund taxable years,  and an interest  factor will be added to
the tax,  as if the tax had been  payable in such prior  taxable  years.  Excess
distributions  allocated  to the  current  taxable  year  are  characterized  as
ordinary  income even  though,  absent  application  of the PFIC rules,  certain
excess  distributions  (such as a gain on a sale of PFIC shares) might have been
classified as capital gain.

    The Fund may make an election to mark to market its shares of these  foreign
investment  companies in lieu of being subject to U.S.  federal income taxation.
At the end of each taxable year to which the  election  applies,  the Fund would
report as  ordinary  income  the  amount by which the fair  market  value of the
foreign company's stock exceeds the Fund's adjusted basis in these shares.  Mark
to market losses would be deductible,  as ordinary losses,  to the extent of any
net mark to market gains  included in income in prior  years.  The effect of the
election  would be to treat excess  distributions  and gain on  dispositions  as
ordinary  income  which is not subject to a fund level tax when  distributed  to
shareholders  as a  dividend.  Alternatively,  the Fund may elect to  include as
income  and gain its share of the  ordinary  earnings  and net  capital  gain of
certain  foreign  investment  companies  in lieu of being  taxed  in the  manner
described above.

    The Fund's  Strategic  Transactions  will be  subject to special  tax rules.
Equity  options  (including  covered call  options on  portfolio  stock) and OTC
options on debt  securities  written or purchased by the Fund will be subject to
tax under  Section 1234 of the Code.  In general,  no loss is  recognized by the
Fund upon payment of a premium in connection  with the purchase of a put or call
option.  The  character  of any  gain or loss  recognized  (i.e.,  long-term  or
short-term) will generally depend, in the case of a lapse or sale of the option,
on the Fund's holding period for the option, and in the case of an exercise of a
put option,  on the Fund's holding period for the underlying  stock. If the Fund
writes  a put or call  option,  no gain is  recognized  upon  its  receipt  of a
premium. If the option lapses or is closed out, any gain or loss is treated as a
short-term  capital gain or loss. If a call option is  exercised,  any resulting
gain or loss is a short-term or long-term  capital gain or loss depending on the
holding period of the underlying  stock. The exercise of a put option written by
the Fund is not a taxable transaction for the Fund.


    Many  futures  contracts  and certain  foreign  currency  forward  contracts
entered into by the Fund and all listed non-equity  options written or purchased
by the Fund (including  options on futures  contracts and options on broad-based
stock  indices)  will be  governed  by  Section  1256 of the Code.  Gain or loss
attributable  to the  lapse,  exercise  or  closing  out of  any  such  position
generally  will be treated as 60% long-term and 40%  short-term  capital gain or
loss,  and on the last trading day of the Fund's  fiscal year,  all  outstanding
Section  1256  positions  will be  marked  to market  (i.e.  treated  as if such
positions  were  closed  out at  their  closing  price  on such  day),  with any
resulting  gain or loss  recognized as 60% long-term and 40%  short-term.  Under
Section 988 of the Code,  discussed  below,  foreign  currency gain or loss from
foreign  currency-related  forward contracts and similar  financial  instruments
entered into or acquired by the Fund will be treated as ordinary income or loss.


    Positions  of the Fund which  consist of at least one stock and at least one
other position with respect to a related security which substantially diminishes
the  Fund's  risk of loss with  respect  to such  stock  could be  treated  as a
"straddle" which is governed by Section 1092 of the Code, the operation of which
may cause  deferral of losses,  adjustments  in the holding  periods of stock or
securities  and conversion of short-term  capital losses into long-term  capital
losses.  An exception  to these  straddle  rules  exists for certain  "qualified
covered call options" on stock written by the Fund.

    Positions of the Fund which consist of at least one position not governed by
Section 1256 and at least one futures or forward  contract or non-equity  option
governed by Section 1256 which substantially  diminishes the Fund's risk of loss
with  respect to such  other  position  will be  treated as a "mixed  straddle."
Although  mixed  straddles are subject to the straddle  rules of Section 1092 of
the Code,  certain tax  elections  exist for them which reduce or eliminate  the
operation  of these  rules.  The Fund  intends to monitor  its  transactions  in
options and futures and may make certain tax elections in connection  with these
investments.

    Under certain circumstances,  the purchase of a put option or the entry into
a futures  contract to sell a security  may  constitute a short sale for federal
income  tax  purposes,  causing  an  adjustment  in the  holding  period  of the
underlying  security  or  a  substantially  identical  security  in  the  Fund's
portfolio.  Moreover,  recent tax law changes may require the Fund to  recognize
gain (but not loss) from a constructive sale of certain  "appreciated  financial
positions" if the Fund enters into a short sale,  offsetting  notional principal
contract,   futures  or  forward  contract   transaction  with  respect  to  the
appreciated position or substantially identical property.  Appreciated financial
positions subject to this  constructive sale treatment are interests  (including
options,  futures and forward  contracts and short sales) in stock,  partnership
interests,   certain   actively  traded  trust   instruments  and  certain  debt
instruments.

    Under the Code,  gains or losses  attributable  to  fluctuations in exchange
rates which occur between the time the Fund accrues  receivables  or liabilities
denominated in a foreign  currency and the time the Fund actually  collects such
receivables, or pays such


                                       21
<PAGE>

liabilities,  generally  are  treated  as  ordinary  income  or  ordinary  loss.
Similarly,  on disposition of debt securities denominated in a foreign currency,
and on disposition of certain options,  futures contracts and forward contracts,
gains or losses  attributable to  fluctuations in the value of foreign  currency
between the date of  acquisition  of the  security  or contract  and the date of
disposition  are also treated as ordinary  gain or loss.  These gains or losses,
referred to under the Code as  "Section  988" gains or losses,  may  increase or
decrease  the  amount of the  Fund's  investment  company  taxable  income to be
distributed to its shareholders as ordinary income.


    If a Fund holds zero coupon  securities or other securities which are issued
at a discount a portion of the  difference  between the issue price and the face
value of such securities  ("original  issue discount") will be treated as income
to a Fund each year, even though a Fund will not receive cash interest  payments
from these  securities.  This  original  issue  discount  (imputed  income) will
comprise a part of the investment company taxable income of a Fund which must be
distributed to shareholders in order to maintain the  qualification of a Fund as
a regulated  investment company and to avoid federal income tax at a Fund level.
In addition,  if a Fund invest in certain  high yield  original  issue  discount
obligations  issued by  corporations,  a portion of the original  issue discount
accruing on the  obligation  may be eligible  for the  deduction  for  dividends
received by corporations.  In such an event,  properly  designated  dividends of
investment  company  taxable  income  received  from the  Fund by its  corporate
shareholders, to the extent attributable to such portion of the accrued original
issue discount, may be eligible for the deduction received by corporations.



    Under the backup withholding provisions, distributions of taxable income and
capital  gains and proceeds  from the  redemption or exchange of the shares of a
regulated investment company may be subject to withholding of federal income tax
at the rate of 31% in the case of  non-exempt  shareholders  who fail to furnish
the  investment  company  with their  taxpayer  identification  numbers and with
required certifications regarding their status under the federal income tax law.
Withholding may also be required if the Fund or a shareholder is notified by the
IRS or a  broker  that  the  taxpayer  identification  number  furnished  by the
shareholder is incorrect or that the shareholder has previously failed to report
interest or dividend income. If the withholding  provisions are applicable,  any
such  distributions  and  proceeds,  whether  taken  in  cash or  reinvested  in
additional shares, will be reduced by the amounts required to be withheld.

    Shareholders  of the  Fund  may be  subject  to  state  and  local  taxes on
distributions received from the Fund and on redemptions of the Fund's shares.

    Each  distribution  is  accompanied  by a brief  explanation of the form and
character of the  distribution.  In January of each year the Fund issues to each
shareholder a statement of the federal income tax status of all distributions.

    The foregoing  discussion of U.S.  federal  income tax law relates solely to
the application of that law to U.S.  persons,  i.e., U.S. citizens and residents
and U.S. corporations, partnerships, trusts and estates. Each shareholder who is
not a U.S.  person  should  consider  the U.S. and foreign tax  consequences  of
ownership  of  shares  of  the  Fund,  including  the  possibility  that  such a
shareholder  may be subject to a U.S.  withholding tax at a rate of 30% (or at a
lower  rate under an  applicable  income  tax  treaty)  on amounts  constituting
ordinary income received by him or her, where such amounts are treated as income
from U.S. sources under the Code.

    Shareholders  should consult their tax advisors about the application of the
provisions of tax law described in this  Statement of Additional  Information in
light of their particular tax situations.

                                 NET ASSET VALUE

    The net  asset  value per share of the Fund is the value of one share and is
determined  separately  for each class by  dividing  the value of the Fund's net
assets  attributable  to the  class  by the  number  of  shares  of  that  class
outstanding. The per share net asset value of each of Class B and Class C shares
of the Fund will generally be lower than that of the Class A and M shares of the
Fund because of the higher expenses borne by the Class B and Class C shares. The
net asset  value of shares of the Fund is  computed  as of the close of  regular
trading (the "value time") on the NYSE on each day the NYSE is open for trading.
The NYSE is scheduled to be closed on the  following  holidays:  New Year's Day,
Dr. Martin Luther King,  Jr. Day,  Presidents'  Day, Good Friday,  Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

    Portfolio  securities for which market  quotations are readily available are
generally  valued at market  value as of the value time in the manner  described
below.  All other  securities  may be valued at fair value as determined in good
faith by or under the direction of the Board of Directors.

                                       22
<PAGE>

    Securities  listed primarily on foreign exchanges may trade on days when the
Fund's net asset value is not computed;  and  therefore,  the net asset value of
the Fund may be significantly  affected on days when investors have no access to
the Fund.

    An exchange-traded  equity security is valued at its most recent sale price.
Lacking any sales,  the  security is valued at the  calculated  mean between the
most recent bid quotation and the most recent asked  quotation (the  "Calculated
Mean"). Lacking a Calculated Mean, the security is valued at the most recent bid
quotation.  An equity  security  which is traded on The Nasdaq Stock Market Inc.
("Nasdaq")  is valued at its most  recent sale  price.  Lacking  any sales,  the
security  is valued at the most  recent  bid  quotation.  The value of an equity
security  not quoted on Nasdaq,  but traded in another OTC  market,  is its most
recent sale price.  Lacking any sales,  the security is valued at the Calculated
Mean.  Lacking a Calculated  Mean, the security is valued at the most recent bid
quotation.

    Debt  securities are valued at prices  supplied by a pricing  agent(s) which
reflect  broker/dealer   supplied  valuations  and  electronic  data  processing
techniques.  Money market  instruments  purchased  with an original  maturity of
sixty days or less,  maturing at par, shall be valued at amortized  cost,  which
the Board of Directors believes approximates market value. If it is not possible
to value a particular  debt security  pursuant to these valuation  methods,  the
value of such security is the most recent bid quotation  supplied by a bona fide
marketmaker.  If it is not possible to value a particular debt security pursuant
to the above  methods,  the Adviser of the Fund may  calculate the price of that
debt security, subject to limitations established by the Board of Directors.

    An exchange-traded options contract on securities,  currencies,  futures and
other  financial  instruments  is valued at its most  recent  sale price on such
exchange.  Lacking any sales,  the options  contract is valued at the Calculated
Mean.  Lacking any Calculated  Mean, the options  contract is valued at the most
recent bid quotation in the case of a purchased  options  contract,  or the most
recent asked  quotation in the case of a written  options  contract.  An options
contract on securities, currencies and other financial instruments traded OTC is
valued at the most  recent  bid  quotation  in the case of a  purchased  options
contract and at the most recent asked quotation in the case of a written options
contract.  Futures  contracts  are valued at the most recent  settlement  price.
Foreign  currency  exchange  forward  contracts  are  valued at the value of the
underlying currency at the prevailing exchange rate on the valuation date.

    If a  security  is  traded on more  than one  exchange,  or upon one or more
exchanges and in the OTC market,  quotations  are taken from the market in which
the security is traded most extensively.

    If, in the opinion of the Valuation Committee of the Board of Directors, the
value of a portfolio  asset as determined in  accordance  with these  procedures
does not represent the fair market value of the  portfolio  asset,  the value of
the  portfolio  asset is taken to be an  amount  which,  in the  opinion  of the
Valuation Committee,  represents fair market value on the basis of all available
information.  The  value  of  other  portfolio  holdings  owned  by the  Fund is
determined in a manner which, in the discretion of the Valuation Committee, most
fairly reflects market value of the property on the valuation date.

    Following the valuations of securities or other portfolio assets in terms of
the currency in which the market quotation used is expressed ("Local Currency"),
the value of these  portfolio  assets in terms of U.S.  dollars is calculated by
converting  the Local  Currency  into U.S.  dollars at the  prevailing  currency
exchange rate on the valuation date.

                                   PERFORMANCE

    The Fund may advertise several types of performance  information for a class
of  shares,   including  "average  annual  total  return"  and  "total  return."
Performance  information  will be computed  separately  for each class.  Each of
these figures is based upon historical  results and is not representative of the
future  performance  of any class of the  Fund.  If fees or  expenses  are being
waived or  absorbed  by the  Adviser,  the Fund may also  advertise  performance
information before and after the effect of the fee waiver or expense absorption.

    The Fund's average  annual total return  quotation is computed in accordance
with a  standardized  method  prescribed by rules of the SEC. The average annual
total  return  for the Fund for a  specific  period  is found by first  taking a
hypothetical  $1,000 investment  ("initial  investment") in the Fund's shares on
the first day of the period,  adjusting  to deduct the maximum  sales charge (in
the case of Class A  shares),  and  computing  the  "redeemable  value"  of that
investment at the end of the period. The redeemable value in the case of Class B
or Class C shares  includes  the effect of the  applicable  contingent  deferred
sales charge that may be imposed at the end of the period.  The redeemable value
in the  case of  Class  M  shares  may or may  not  include  the  effect  of any
applicable  redemption fee. The redeemable  value is then divided by the initial
investment,  and this  quotient  is taken  to the Nth root (N  representing  the
number of years in the period)  and 1 is  subtracted  from the result,  which is
then  expressed as a  percentage.  The  calculation  assumes that all


                                       23
<PAGE>

income and capital gains  dividends paid by the Fund have been reinvested at net
asset value on the  reinvestment  dates during the period.  Average annual total
return  figures may also be  calculated  without  deducting  the  maximum  sales
charge.

    Calculation  of the Fund's  total  return is not  subject to a  standardized
formula,  except when calculated for the Fund's "Financial  Highlights" table in
the Fund's financial  statements and Prospectus.  Total return performance for a
specific  period  is  calculated  by  first  taking  a  hypothetical  investment
("initial  investment")  in the  Fund's  shares on the first day of the  period,
either  adjusting or not  adjusting  to deduct the maximum  sales charge (in the
case of Class A shares),  and computing the "ending value" of that investment at
the end of the  period.  The  total  return  percentage  is then  determined  by
subtracting  the  initial  investment  from the ending  value and  dividing  the
remainder by the initial  investment  and expressing the result as a percentage.
The  ending  value in the case of Class B, Class C and Class M shares may or may
not include the effect of the applicable  contingent  deferred sales charge that
may be imposed at the end of the period or any  applicable  redemption  fee. The
calculation assumes that all income and capital gains dividends paid by the Fund
have been  reinvested  at net asset value on the  reinvestment  dates during the
period.  Total  return may also be shown as the  increased  dollar  value of the
hypothetical  investment over the period.  Total return calculations that do not
include  the  effect of the sales  charge  for Class A shares or the  contingent
deferred  sales  charge  for Class B or C shares or  redemption  fee for Class M
shares would be reduced if such charges were included.

    Average  annual total return and total return  figures  measure both the net
investment  income  generated by, and the effect of any realized and  unrealized
appreciation  or  depreciation  of,  the  underlying  investments  in the Fund's
portfolio for the period referenced, assuming the reinvestment of all dividends.
Thus, these figures reflect the change in the value of an investment in the Fund
during a specified  period.  Average  annual  total return will be quoted for at
least the one-,  five- and ten-year  periods ending on a recent calendar quarter
(or if such  periods  have  not yet  elapsed,  at the  end of a  shorter  period
corresponding to the life of the Fund for performance purposes).  Average annual
total return  figures  represent the average annual  percentage  change over the
period in question.  Total return figures represent the aggregate  percentage or
dollar value change over the period in question.

    The Fund's performance figures are based upon historical results and are not
representative of future performance.  The Fund's Class A shares are sold at net
asset value plus a maximum sales charge of 5.75% of the offering price.  Class B
and C shares are sold at net asset  value.  Redemption  of Class B shares may be
subject  to a  contingent  deferred  sales  charge  that is 4% in the first year
following the purchase,  declines by a specified percentage each year thereafter
and becomes zero after six years. Redemption of Class C shares may be subject to
a 1%  contingent  deferred  sales charge in the first year  following  purchase.
Redemptions and exchanges of Class M shares (including redemptions in-kind) will
be subject to a 2% redemption  fee.  Average annual total return figures do, and
total return figures may,  include the effect of the  contingent  deferred sales
charge for the Class B and C shares that may be imposed at the end of the period
in  question  and the  applicable  redemption  fee  imposed  on Class M  shares.
Performance  figures for the Class B, C and M shares not including the effect of
the  applicable  contingent  deferred  sales charge or  redemption  fee would be
reduced if it were included. Returns and net asset value will fluctuate. Factors
affecting the Fund's performance  include general market  conditions,  operating
expenses and investment  management.  Any additional fees charged by a dealer or
other  financial  services firm would reduce returns  described in this section.
Shares of the Fund are redeemable at the then current net asset value, which may
be more or less than original cost.

    The Fund's performance may be compared to that of the Morgan Stanley Capital
International (MSCI) Europe Index and may also be compared to the performance of
other mutual funds or mutual fund indexes with similar  objectives  and policies
as  reported  by  independent  mutual  fund  reporting  services  such as Lipper
Analytical Services, Inc. ("Lipper") and other independent organizations. Lipper
performance  calculations  are based upon  changes  in net asset  value with all
dividends reinvested and do not include the effect of any sales charges.

    Information may be quoted from publications  such as Morningstar,  Inc., The
Wall Street Journal,  Money Magazine,  Forbes,  Barron's,  Fortune,  The Chicago
Tribune, USA Today, Institutional Investor and Registered Representative.

    Also,  investors  may want to  compare  the  historical  returns  of various
investments,  performance  indexes of those investments or economic  indicators,
including but not limited to stocks,  bonds,  certificates  of deposit and other
bank products,  money market funds and U.S. Treasury  obligations.  Bank product
performance  may be based  upon,  among  other  things,  the Bank  Rate  Monitor
National  Index(TM) or various  certificate of deposit  indexes.  Performance of
U.S.  Treasury  obligations may be based upon, among other things,  various U.S.
Treasury bill indexes.  Certain of these alternative investments may offer fixed
rates of return and guaranteed principal and may be insured. Economic indicators
may include,  without  limitation,  indicators of market rate trends and cost of
funds,  such as Federal Home Loan Bank Board 11th  District  Cost of Funds Index
("COFI").

                                       24
<PAGE>

    Investors may want to compare the  performance  of the Fund to that of money
market  funds.  Money market funds seek to maintain a stable net asset value and
yield  fluctuates.  Information  regarding the performance of money market funds
may be based upon,  among other things,  IBC/Donoghue's  Money Fund  Averages(R)
(All Taxable).  As reported by IBC/Donoghue's,  all investment results represent
total  return  (annualized  results  for the period net of  management  fees and
expenses) and one year investment  results are effective  annual yields assuming
reinvestment of dividends.

    The Fund may depict the  historical  performance  of the securities in which
the Fund may invest  over  periods  reflecting  a variety of market or  economic
conditions   either  alone  or  in  comparison  with  alternative   investments,
performance  indexes of those investments or economic  indicators.  The Fund may
also  describe  its  portfolio  holdings  and depict its size or  relative  size
compared to other mutual funds,  the number and make-up of its shareholder  base
and other descriptive factors concerning the Fund.

    The Fund's returns and net asset value will fluctuate and shares of the Fund
are redeemable by an investor at the then current net asset value,  which may be
more or less than original cost. Redemption of Class B shares and Class C shares
may be  subject  to a  contingent  deferred  sales  charge as  described  above.
Redemption and exchanges of Class M shares (including  redemptions  in-kind) are
subject to a 2% fee as described above.  Additional information about the Fund's
performance  also  appears  in its  Annual  Report  to  Shareholders,  which  is
available without charge from the Fund.

    The Fund converted to open-end status and combined, as the surviving entity,
with the Kemper  Europe Fund, on September 3, 1999 (the  "Reorganization").  The
Fund's  former  closed-end  share  class  was  renamed  Class M shares  upon the
Reorganization.  Returns for Class M shares reflect the Fund's  performance as a
closed-end  fund.  Returns  for  Class A, B and C shares  are  derived  from the
historical  performance of Class M Shares. The performance  figures are adjusted
to reflect the maximum  sales charge of 5.75% for Class A shares and the current
contingent  deferred  sales  charges  of 4.00% for Class B shares  and 1.00% for
Class C shares.  Returns  for Class B and C shares  have also been  adjusted  to
reflect the estimated  operating expenses  applicable to each share class, which
are  generally  higher than that of Class M shares.  Class A, B and C shares are
newly  offered  and  therefore  have  no  available   performance   information.
Comparative  information with respect to the MSCI Europe Index is also included.
There are differences and  similarities  between the investments  which the Fund
may  purchase and the  investments  measured by the MSCI Europe  Index.  The net
asset value and returns of the Fund will fluctuate.  No adjustment has been made
for taxes payable on dividends.  The periods  indicated were ones of fluctuating
securities prices and interest rates.

<TABLE>
<CAPTION>
                          Average Annual Total Returns
                                                                                                                      MSCI
                                                                                                                     Europe
                For periods ended December 31, 1999  Class A         Class B         Class C          Class M(1)    Index(2)
                -----------------------------------  -------         -------         -------        --------------  --------

<S>           <C>                                    <C>             <C>             <C>                 <C>         <C>
              One Year............................   42.73%          45.60%          49.62%              27.95%       16.23%
              Five Years..........................   29.78%          29.82%          30.39%              23.14%       22.54%
              Since Inception(3)..................   15.21%          14.14%          14.41%              12.97%      15.05%(4)
</TABLE>
- ----------

(1) The one year average  annual total return  reflects the  imposition  of a 2%
    redemption fee.

(2) The Morgan Stanley Capital  International Europe Index is an unmanaged index
    that is generally  representative  of the equity  securities of the European
    markets.  Index  returns  assume  reinvestment  of dividends  and unlike the
    Fund's returns, do not reflect any fees, expenses or sales charges.

(3) Inception date for Class M Shares is February 16, 1990.

(4) Index comparison begins 02/23/90.



                                       25
<PAGE>


    Again,  the historical  performance  figures  reflected  above represent the
operations  of the Fund in  closed-end  form.  If the Fund  had  operated  as an
open-end fund during those  periods,  the  performance  of the Fund would likely
have been different and possibly lower.

                       INVESTMENT MANAGER AND UNDERWRITER

    Investment Manager.  Scudder Kemper Investments,  Inc. ("the Adviser"),  345
Park Avenue, New York, New York, is the Fund's investment  manager.  The Adviser
is approximately 70% owned directly and indirectly by Zurich Financial Services,
a global insurance and financial services company. The balance of the Adviser is
owned by its  officers  and  employees.  Pursuant  to an  investment  management
agreement,  the  Adviser  acts as the Fund's  investment  adviser,  manages  its
investments,  administers its business affairs,  furnishes office facilities and
equipment, provides clerical and administrative services, and permits any of its
officers or employees to serve without  compensation as directors or officers of
the Fund if elected  to such  positions.  The  investment  management  agreement
provides  that the Fund shall pay the  charges and  expenses of its  operations,
including  the  fees  and  expenses  of the  directors  (except  those  who  are
affiliated  with  officers or employees of the Adviser),  independent  auditors,
counsel,  custodian  and  transfer  agent  and the cost of  share  certificates,
reports and notices to shareholders, brokerage commissions or transaction costs,
costs of calculating  net asset value and  maintaining  all  accounting  records
related  thereto,  taxes and  membership  dues.  The Fund bears the  expenses of
registration  of its  shares  with  the SEC,  while  Kemper  Distributors,  Inc.
("KDI"), as 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.

    The investment  management  agreement provides that 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 the agreement  relates,  except a 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 the agreement.

    The Fund's 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 directors who are not parties to such agreement or interested persons of any
such  party  except  in  their  capacity  as  directors  of the  Fund and by the
shareholders of the Fund subject  thereto or the Board of Directors.  The Fund's
investment  management  agreement  may be  terminated  at any time upon 60 days'
notice by either party, or by a majority vote of the  outstanding  shares of the
Fund subject thereto, and will terminate automatically upon assignment.

    Responsibility  for overall  management  of the Fund rests with its Board of
Directors and officers.  Professional  investment supervision is provided by the
Adviser.

    On  December  31,  1997,  pursuant  to the terms of an  agreement,  Scudder,
Stevens & Clark, Inc. ("Scudder") and Zurich Insurance Company ("Zurich") formed
a new global  organization by combining Scudder with Zurich Kemper  Investments,
Inc., a former  subsidiary  of Zurich and the former  investment  manager to the
Fund,  and Scudder  changed its name to Scudder  Kemper  Investments,  Inc. As a
result of the transaction,  Zurich owned approximately 70% of the Adviser,  with
the balance owned by the Adviser's officers and employees.

    On September  7, 1998,  the  businesses  of Zurich  (including  Zurich's 70%
interest  in the  Adviser)  and the  financial  services  businesses  of  B.A.T.
Industries  p.l.c.  ("B.A.T")  were combined to form a new global  insurance and
financial services company known as Zurich Financial Services,  Inc. By way of a
dual holding  company  structure,  former Zurich  shareholders  initially  owned
approximately 57% of Zurich Financial Services, Inc., with the balance initially
owned by former B.A.T shareholders.

    Upon  consummation  of this  transaction,  the  Fund's  existing  investment
management  agreement  with the  Adviser was deemed to have been  assigned  and,
therefore,  terminated. The Board therefore approved a new investment management
agreement  with the  Adviser,  which was  substantially  identical  to the prior
investment  management  agreement of the Fund in closed-end form, except for the
date of execution and  termination.  This  agreement  became  effective upon the
termination of the then current investment management agreement and was approved
by shareholders at a special meeting which concluded in December 1998.

                                       26
<PAGE>

    The Fund had a management  agreement with Scudder Kemper which was in effect
prior to September  3, 1999 whereby the Fund agreed to pay a monthly  investment
management  fee of 1/12 of the annual  rate of 1.25% of the first $75 million of
average  weekly net assets  declining  to 1.10% of average  weekly net assets in
excess of $200 million.

    A new investment management agreement was approved by the Board of Directors
and  subsequently by the  shareholders of the Fund at the annual meeting held on
July 20, 1999, in  connection  with the proposal to convert the Fund to open-end
status and to combine the Fund with the Kemper  Europe Fund.  This new agreement
reflects the  implementation of lower advisory fees and other changes to conform
the agreement to those in place for other open-end funds in the Kemper family of
funds. A summary of the terms of the new agreement is provided above.

    Effective  September  3, 1999,  the Fund pays Scudder  Kemper an  investment
management fee, payable monthly, at the annual rates shown below:

                                                            Annual Management
                    Average Daily Net Assets of the Fund        Fee Rates
                    ------------------------------------        ---------

                    $0 -- $250 million...................            0.75%
                    $250 million -- $1 billion...........            0.72
                    $1 billion -- $2.5 billion...........            0.70
                    $2.5 billion -- $5 billion...........            0.68
                    $5 billion -- $7.5 billion...........            0.65
                    $7.5 billion -- $10 billion..........            0.64
                    $10 billion -- $12.5 billion.........            0.63
                    Over $12.5 billion...................            0.62

    The expenses of the Fund,  and of other  investment  companies  investing in
foreign securities,  can be expected to be higher than for investment  companies
investing  primarily in domestic  securities  since the costs of  operation  are
higher,  including  custody and  transaction  costs for foreign  securities  and
investment management fees.

    The  investment  management  fees  incurred  by the Fund for its last  three
fiscal  years are shown in the table  below.  These fees are based on the Fund's
former fee schedule as a closed-end  entity and are based on the Fund's  average
weekly net  assets.  The  investment  management  fees to be paid by the fund in
open-end form will be lower.

                           Fiscal 1999*    Fiscal 1998  Fiscal 1997
                           ------------    -----------  -----------

                           $3,815,000      $4,151,077   $3,490,192

*The management fee reflects fees incurred pursuant to the management  agreement
in effect prior to September 3, 1999 and the new management  agreement effective
September 3, 1999.


    Fund Accounting Agent.  Scudder Fund Accounting  Corporation  ("SFAC"),  Two
International Place,  Boston,  Massachusetts 02110, a subsidiary of the Adviser,
is responsible  for  determining the daily net asset value per share of the Fund
and  maintaining  all  accounting  records  related  thereto.  As  a  closed-end
investment company,  the Fund was not charged any fees for the services provided
by SFAC.  As an open-end  investment  company,  however,  the Fund will incur an
annual accounting service fee that is based on the actual services provided, but
is expected to equal  approximately  .10% of the average daily net assets of the
Fund.  For the year ended  October 31, 1999,  the amount  charged to the fund by
SFAC aggregated $213,000, of which $56,000 is unpaid at October 31, 1999.


    Principal Underwriter. Pursuant to an underwriting and distribution services
agreements ("distribution  agreement"),  Kemper Distributors,  Inc. ("KDI"), 222
South Riverside Plaza, Chicago, Illinois, 60606, an affiliate of the Adviser, is
the principal underwriter and distributor for the shares of the Fund and acts as
agent of the Fund in the continuous offering of its shares. KDI bears all of its
expenses of providing services pursuant to the distribution agreement, including
the payment of any  commissions.  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  investors.  KDI  also  pays for
supplementary sales literature and advertising costs.

    The distribution  agreement continues in effect from year to year so long as
such continuance is approved for each relevant class at least annually by a vote
of the Board of  Directors  of the Fund,  including  the  Directors  who are not
interested  persons  of the Fund and who have no  direct or  indirect  financial
interest in the agreement.  The agreement automatically  terminates in the event
of its assignment and may be terminated for a class at any time without  penalty
by the Fund or by KDI upon 60 days' notice. Termination by


                                       27
<PAGE>

the Fund with  respect to a class may be by vote of a  majority  of the Board of
Directors,  or a majority of the Directors who are not interested persons of the
Fund and who have no direct or indirect financial interest in the agreement,  or
a "majority of the outstanding  voting  securities" of the class of the Fund, as
defined  under the 1940 Act.  The  agreement  may not be amended  for a class to
increase  the fee to be paid by the Fund  with  respect  to such  class  without
approval by a majority of the outstanding voting securities of such class of the
Fund and all material  amendments  must in any event be approved by the Board of
Directors in the manner  described above with respect to the continuation of the
agreement. The provisions concerning the continuation, amendment and termination
of the distribution agreement are on a class by class basis.

    Class A Shares.  KDI  receives no  compensation  from the Fund as  principal
underwriter  for Class A shares and pays all  expenses  of  distribution  of the
Fund's Class A shares under the  distribution  agreement not  otherwise  paid by
dealers or other  financial  services  firms.  As indicated  under  "Purchase of
Shares,"  KDI retains the sales  charge upon the  purchase of shares and pays or
allows  concessions or discounts to firms for the sale of the Fund's shares. The
following  information concerns the underwriting  commissions paid in connection
with the distribution of the Fund's Class A share for the fiscal period .

<TABLE>
<CAPTION>
                                            Commissions          Commissions      Commissions Paid To
                                            Retained By       Underwriter Paid     Kemper Affiliated
        Fund             Fiscal Year        Underwriter         To All Firms             Firms
        ----             -----------        -----------         ------------             -----


<S>                        <C>                <C>                   <C>                   <C>
     New Europe            1999*              $14,000               $76,000               __

</TABLE>

*For the period September 3, 1999 through October 31, 1999.

    Class B Shares.  For its  services  under the  distribution  agreement,  KDI
receives a fee from the Fund under a Rule 12b-1 Plan,  payable  monthly,  at the
annual  rate of 0.75% of average  daily net assets of the Fund  attributable  to
Class B shares.  This fee is accrued daily as an expense of Class B shares.  KDI
also  receives  any  contingent  deferred  sales  charges.  See  "Redemption  or
Repurchase of Shares -- Contingent Deferred Sales Charge -- Class B Shares." KDI
currently  compensates firms for sales of Class B shares at a commission rate of
3.75%.

    Class C Shares.  For its  services  under the  distribution  agreement,  KDI
receives a fee from the Fund under a Rule 12b-1 Plan,  payable  monthly,  at the
annual  rate of 0.75% of average  daily net assets of the Fund  attributable  to
Class C shares.  This fee is accrued daily as an expense of Class C shares.  KDI
currently  advances to firms the first year  distribution fee at a rate of 0.75%
of the purchase  price of Class C shares.  For periods after the first year, KDI
currently  pays firms for sales of Class C shares a  distribution  fee,  payable
quarterly,  at an annual  rate of 0.75% of net  assets  attributable  to Class C
shares  maintained  and  serviced  by the  firm  and  the  fee  continues  until
terminated by KDI or the Fund. KDI also receives any  contingent  deferred sales
charges.  See  "Redemption or Repurchase of Shares -- Contingent  Deferred Sales
Charges -- Class C Shares".

    Class M Shares.  KDI  receives no  compensation  from the Fund as  principal
underwriter for Class M shares.

    Class B Shares  and Class C Shares.  The Fund has  adopted a plan under Rule
12b-1 of the Act (the  "Plan")  that  provides for fees payable as an expense of
the  Class  B  shares  and  Class  C  shares  that  are  used  by KDI to pay for
distribution and services for those classes.  Because 12b-1 fees are paid out of
Fund assets on an ongoing basis,  they will, over time,  increase the cost of an
investment and cost more than other types of sales charges.

<TABLE>
<CAPTION>
                                                                                 Other Distribution Expenses Paid By Underwriter
                                                                               ----------------------------------------------------
                                                           Commissions
                                  Contingent    Total         Paid By
                    Distribution   Deferred   Commissions   Underwriter
                     Fees Paid      Sales       Paid By         To       Advertising             Marketing   Misc.     Interest
Fund Class Fiscal    By Fund To   Charges To  Underwriter   Affiliated      and      Prospectus  and Sales  Operating    Fund
B Shares   Period*  Underwriter   Underwriter   To Firms       Firms     Literature   Printing    Expenses  Expenses   Expenses
- --------   -------  -----------   -----------   --------       -----     ----------   --------    --------  --------   --------


<S>         <C>        <C>         <C>          <C>             <C>       <C>         <C>         <C>       <C>        <C>
   KNEF     1999       $264        $120,415     $225,018        $0        $25,099     $2,256      $66,787   $28,458    $213,655

</TABLE>


                                       28
<PAGE>


<TABLE>
<CAPTION>
                                                                                 Other Distribution Expenses Paid By Underwriter
                                                                               ----------------------------------------------------
                                                           Commissions
                                  Contingent    Total         Paid By
                    Distribution   Deferred   Commissions   Underwriter
                     Fees Paid      Sales       Paid By         To       Advertising             Marketing   Misc.     Interest
Fund Class Fiscal    By Fund To   Charges To  Underwriter   Affiliated      and      Prospectus  and Sales  Operating    Fund
C Shares   Period*  Underwriter   Underwriter   To Firms       Firms     Literature   Printing    Expenses  Expenses   Expenses
- --------   -------  -----------   -----------   --------       -----     ----------   --------    --------  --------   --------


<S>         <C>       <C>           <C>         <C>             <C>       <C>          <C>        <C>       <C>        <C>
KNEF        1999      $30,496       $4,952      $37,286         $0        $10,496      $1,056     $30,165   $16,957    $7488
</TABLE>

    *For the 12 months ending 11/30/99.


    If the Plan is terminated in accordance  with its terms,  the  obligation of
the Fund to make  payments  to KDI  pursuant to the Plan will cease and the Fund
will not be required to make any payments past the termination date. Thus, there
is no legal  obligation  for the  Fund to pay any  expenses  incurred  by KDI in
excess of its fees under a Plan,  if for any reason  the Plan is  terminated  in
accordance with its terms. Future fees under a Plan may or may not be sufficient
to reimburse KDI for its expenses incurred.

    Administrative  Services.  Administrative  services are provided to the Fund
under an administrative  services  agreement  ("administrative  agreement") with
KDI.  KDI  bears  all  its  expenses  of  providing  services  pursuant  to  the
administrative  agreement  between  KDI and the Fund,  including  the payment of
service fees. For the services under the administrative agreement, the Fund pays
KDI an administrative services fee, payable monthly, at the annual rate of up to
0.25% of average daily net assets of Class A, B, C and M shares of the Fund.

    KDI enters into related  arrangements with various  broker-dealers and other
service or administrative firms ("firms"),  that provide services and facilities
for their  customers or clients who are investors of the Fund. The firms provide
such office  space and  equipment,  telephone  facilities  and  personnel  as is
necessary or beneficial for providing information and services to their clients.
Such services and assistance may include,  but are not limited to,  establishing
and  maintaining  accounts  and  records,  processing  purchase  and  redemption
transactions,  answering  routine  inquiries  regarding the Fund,  assistance to
clients in changing dividend and investment  options,  account  designations and
addresses  and such other  services  as may be agreed upon from time to time and
permitted by applicable statute, rule or regulation. With respect to Class A and
Class M shares, KDI pays each firm a service fee, normally payable quarterly, at
an annual rate of up to 0.25%  (calculated  monthly and normally paid quarterly)
of the net assets  attributable to Class A shares maintained and serviced by the
firm and the fee continues until terminated by KDI and the Fund. With respect to
Class B shares and Class C shares,  KDI  currently  advances  to firms the first
year service fee at a rate of up to 0.25% of the purchase  price of such shares.
For periods after the first year,  KDI currently  intends to pay firms a service
fee at an annual  rate of up to 0.25%  (calculated  monthly  and  normally  paid
quarterly)  of the  net  assets  attributable  to  Class B and  Class  C  shares
maintained  and serviced by the firm and the fee continues  until  terminated by
KDI or the Fund.  Firms to which service fees may be paid include  affiliates of
KDI.  In  addition,  KDI may,  from time to time,  from its own  resources,  pay
certain  additional amounts for ongoing  administrative  services and assistance
provided to their customers and clients who are shareholders of the Fund.

    Prior to September 3, 1999,the Fund had not paid any administrative services
fees.


<TABLE>
<CAPTION>
                                                Administrative Service
                                                      Fees Paid
                                                       By Fund                    Service Fees           Service Fees
                                         ----------------------------------  Paid By Administrator  Paid By Administrator
          Fund            Fiscal Period*   Class A     Class B     Class C          To Firms         To Affiliated Firms
          ----            --------------   -------     -------     -------          --------         -------------------

<S>                            <C>         <C>         <C>         <C>               <C>                        <C>
    Kemper New Europe          1999        $149,817    $67,185     $11,529           $307,662                   $0
</TABLE>


*For the 12 months ending 11/30/99


KDI also may provide  some of the above  services  and may retain any portion of
the fee  under  the  administrative  agreement  not paid to firms to  compensate
itself for  administrative  functions  performed  for the Fund.  Currently,  the
administrative services fee payable to KDI is payable at an annual rate of 0.25%
based upon Fund  assets in  accounts  for which a firm  provides  administrative
services,  at an annual rate of 0.15%  based upon Fund  assets in  accounts  for
which there is no firm of record (other than KDI) listed on the Fund's  records.
The effective  administrative services fee rate to be charged against all assets
of the Fund while this procedure is in effect will depend upon the proportion of
Fund assets that is in accounts  for which there is a firm of record.  The Board
of Directors of the Fund, in its  discretion,  may approve basing the fee to KDI
at the annual rate of 0.25% on all Fund assets in the future.  In addition,  KDI
may,



                                       29
<PAGE>

from time to time, from its own resources,  pay certain firms additional amounts
for ongoing  administrative  services and assistance provided to their customers
and clients who are shareholders of the Fund.


    Certain  Directors or officers of the Fund are also directors or officers of
the Adviser, or KDI as indicated under "Officers and Directors."


    Custodian,  Transfer Agent and  Shareholder  Service  Agent.  Brown Brothers
Harriman & Co. (the "Custodian"),  40 Water Street, Boston, Massachusetts 02109,
has custody of all securities and cash of the Fund. The Custodian attends to the
collection of principal and income,  and payment for and  collection of proceeds
of securities  bought and sold by the Fund.  Investors  Fiduciary  Trust Company
("IFTC"),  801 Pennsylvania  Avenue,  Kansas City, Missouri 64105, is the Fund's
transfer agent and dividend-paying  agent. Pursuant to a services agreement with
IFTC,  Kemper Service Company ("KSvC"),  an affiliate of the Adviser,  serves as
"Shareholder  Service  Agent" of the Fund and, as such,  performs  all of IFTC's
duties as transfer  agent and dividend  paying agent.  IFTC receives as transfer
agent,  and pays to KSvC,  annual  account fees of $10.00 ($18.00 for retirement
accounts)  plus set up  charges,  annual  fees  associated  with the  contingent
deferred  sales  charge  (Class  B  only),  an  asset-based  fee  of  0.08%  and
out-of-pocket  reimbursement.  IFTC's fee is reduced by certain earnings credits
in favor of the Fund. For the period September 3, 1999 through October 31, 1999,
KSvC received  shareholder  services fees of $78,000.  Additionally,  $93,000 is
unpaid.  Prior  to  September  3,  1999,  the fund  had a  shareholder  services
agreement  with Scudder  Service  Corporation  ("SSC"),  a subsidiary of Scudder
Kemper.  Shareholder  services  fees  paid by the  fund  to SSC  for the  period
November 1, 1998 through September 3, 1999 were $12,500.


    Independent  Auditors and Reports to  Shareholders.  The Funds'  independent
auditors,  Ernst & Young LLP, 233 South Wacker Drive,  Chicago,  Illinois 60606,
audit and report on the  Fund's  annual  financial  statements,  review  certain
regulatory  reports and the Fund's federal income tax return,  and perform other
professional accounting,  auditing, tax and advisory services when engaged to do
so by the Fund.  Shareholders will receive annual audited  financial  statements
and  semi-annual  unaudited  financial  statements.  Prior  to  July  20,  1999,
PricewaterhouseCoopers LLP served as independent auditors to the Fund.

    Legal Counsel.  Vedder, Price, Kaufman & Kammholz, 222 North LaSalle Street,
Chicago, Illinois 60601, serves as legal counsel to the Fund.

                             PORTFOLIO TRANSACTIONS

Brokerage Commissions

         Allocation of brokerage is supervised by the Adviser.

         The primary objective of the Adviser in placing orders for the purchase
and sale of securities for the Fund is to obtain the most favorable net results,
taking into account such factors as price, commission where applicable,  size of
order,   difficulty   of  execution   and  skill   required  of  the   executing
broker/dealer.  The Adviser  seeks to evaluate  the  overall  reasonableness  of
brokerage commissions paid (to the extent applicable) through the familiarity of
the  Scudder  Investor  Services,   Inc.  ("SIS")with   commissions  charged  on
comparable transactions, as well as by comparing commissions paid by the Fund to
reported  commissions paid by others.  The Adviser routinely reviews  commission
rates,  execution  and  settlement  services  performed  and makes  internal and
external comparisons.

         The Fund's purchases and sales of fixed-income securities are generally
placed by the Adviser with primary  market makers for these  securities on a net
basis,  without any brokerage  commission being paid by the Fund.  Trading does,
however, involve transaction costs. Transactions with dealers serving as primary
market makers reflect the spread between the bid and asked prices.  Purchases of
underwritten  issues may be made, which will include an underwriting fee paid to
the underwriter.

         When it can be done  consistently with the policy of obtaining the most
favorable net results,  it is the  Adviser's  practice to place such orders with
broker/dealers  who supply brokerage and research services to the Adviser or the
Fund.  The  term  "research  services"  includes  advice  as  to  the  value  of
securities;  the advisability of investing in, purchasing or selling securities;
the  availability  of securities or  purchasers  or sellers of  securities;  and
analyses  and  reports  concerning  issuers,  industries,  securities,  economic
factors and trends,  portfolio  strategy and the  performance  of accounts.  The
Adviser is authorized when placing portfolio  transactions,  if applicable,  for
the Fund to pay a brokerage  commission in excess of that which  another  broker
might charge for executing the same transaction on account of execution services
and the receipt of research services.  The Adviser has negotiated  arrangements,
which  are




                                       30
<PAGE>

not applicable to most fixed-income  transactions,  with certain  broker/dealers
pursuant to which a broker/dealer will provide research services, to the Adviser
or the  Fund  in  exchange  for  the  direction  by  the  Adviser  of  brokerage
transactions  to the  broker/dealer.  These  arrangements  regarding  receipt of
research services generally apply to equity security  transactions.  The Adviser
may place orders with a broker/dealer on the basis that the broker/dealer has or
has not sold shares of the Fund. In effecting  transactions in  over-the-counter
securities,  orders are placed with the principal market makers for the security
being traded  unless,  after  exercising  care,  it appears that more  favorable
results are available elsewhere.

To the  maximum  extent  feasible,  it is expected  that the Adviser  will place
orders for portfolio  transactions through SIS which is a corporation registered
as a  broker/dealer  and a subsidiary  of the Adviser;  SIS will place orders on
behalf of the Fund with issuers,  underwriters or other brokers and dealers. SIS
will not receive any  commission,  fee or other  remuneration  from the Fund for
this service.

         Although certain research services from broker/dealers may be useful to
the  Fund  and to the  Adviser,  it is the  opinion  of the  Adviser  that  such
information  only  supplements  the  Adviser's  own  research  effort  since the
information  must still be  analyzed,  weighed,  and  reviewed by the  Adviser's
staff.  Such  information may be useful to the Adviser in providing  services to
clients other than the Fund, and not all such information is used by the Adviser
in  connection  with the Fund.  Conversely,  such  information  provided  to the
Adviser by  broker/dealers  through  whom other  clients of the  Adviser  effect
securities  transactions  may be useful to the Adviser in providing  services to
the Fund.

 The Directors review,  from time to time, whether the recapture for the benefit
of the Fund of some portion of the brokerage commissions or similar fees paid by
the Fund on portfolio transactions is legally permissible and advisable.



    The table below shows total brokerage  commissions  paid by the Fund for the
last three fiscal  periods and for the most recent fiscal year,  the  percentage
thereof that was  allocated to firms based upon research  information  provided.
Commission  for the  periods  prior to  September  3, 1999,  reflect  the Fund's
operation as a closed-end fund.

                                       Percentage
                                      Allocated to
                                       Firms Based
                                     on Research in
                      Fiscal 1999      Fiscal 1999     Fiscal 1998   Fiscal 1997
                      -----------      -----------     -----------   -----------

                      $1,121,289         84.87%         $789,718      $662,786

    The Fund's  average  portfolio  turnover  rate is the ratio of the lesser of
sales or  purchases to the monthly  average  value of the  portfolio  securities
owned during the year,  excluding all securities  with  maturities or expiration
dates at the time of  acquisition  of one year or less.  A higher rate  involves
greater  brokerage  transaction  expenses  to the  Fund  and may  result  in the
realization of net capital gains,  which would be taxable to  shareholders  when
distributed.  Purchases  and sales are made for the  Fund's  portfolio  whenever
necessary, in management's opinion, to meet the Fund's objective.


                  PURCHASE, REPURCHASE AND REDEMPTION OF SHARES

PURCHASE OF SHARES

    Alternative  Purchase  Arrangements.  Class M shares are no longer available
for sale. Class A shares of the Fund are sold to investors subject to an initial
sales  charge.  Class B shares are sold without an initial  sales charge but are
subject to higher ongoing expenses than Class A shares and a contingent deferred
sales  charge  payable upon certain  redemptions.  Class B shares  automatically
convert to Class A shares six years after issuance  (September 3, 2000). Class C
shares  are sold  without  an initial  sales  charge  but are  subject to higher
ongoing expenses than Class A shares, are subject to a contingent deferred sales
charge payable upon certain redemptions within the first year following purchase
and do not convert  into another  class.  Class M shares  represent  the initial
class of  shares  of the  Fund and are no  longer  offered.  Class M shares  are
subject  to a  2%  fee  on  exchanges  and  redemptions  (including  redemptions
in-kind). When placing purchase orders, investors must specify whether the order
is for Class A, Class B or Class C shares.


                                       31
<PAGE>

    The primary distinctions among the classes of the Fund's shares lie in their
initial and  contingent  deferred  sales charge  structures and in their ongoing
expenses,  including  asset-based  sales  charges  in the  form  of  Rule  12b-1
distribution  fees.  These  differences are summarized in the table below.  See,
also,   "Summary  of  Expenses."   Each  class  has  distinct   advantages   and
disadvantages for different  investors,  and investors may choose the class that
best suits their circumstances and objectives.

<TABLE>
<CAPTION>
                                                            Annual 12b-1 Fees
                                                           (As A % of Average
                             Sales Charge                   Daily Net Assets)        Other Information
                    ---------------------------          ---------------------  ---------------------------

<S>     <C>         <C>                                           <C>          <C>
        Class A     Maximum initial sales charge                  None         Initial sales charge waived
                    of 5.75% of the public offering                            or
                    price                                                      reduced for certain
                                                                               purchases
        Class B     Maximum contingent deferred
                    sales charge of 4% of redemption              0.75%        Shares convert to Class A
                    proceeds; declines to zero                                 shares
                    after six years                                            six years after issuance

        Class C     Contingent deferred sales
                    charge of 1% of redemption proceeds
                    for redemptions made during first
                    year after purchase                           0.75%        No conversion feature
</TABLE>

    The  minimum  initial  investment  for the Fund is  $1,000  and the  minimum
subsequent investment is $100. The minimum initial investment for an IRA is $250
and the minimum  subsequent  investment  is $50.  Under an automatic  investment
plan, such as Bank Direct Deposit,  Payroll Direct Deposit or Government  Direct
Deposit,  the minimum  initial and  subsequent  investment is $50. These minimum
amounts may be changed at any time in management's discretion.

    Share  certificates  will not be issued unless  requested in writing and may
not be available for certain types of account  registrations.  It is recommended
that  investors  not request  share  certificates  unless  needed for a specific
purpose.  You cannot  redeem  shares by  telephone  or wire  transfer or use the
telephone  exchange  privilege if share certificates have been issued. A lost or
destroyed  certificate  is  difficult  to replace  and can be  expensive  to the
shareholder  (a bond  worth  2% or more of the  certificate  value  is  normally
required).

    Initial  Sales Charge  Alternative  -- Class A Shares.  The public  offering
price of Class A shares for  purchasers  of the Fund  choosing the initial sales
charge  alternative  is the net asset  value plus a sales  charge,  as set forth
below.

<TABLE>
<CAPTION>
                                  Sales Charge

                                                                                                  Allowed To
                                                                                                 Dealers As A
                                                       As A Percentage Of   As A Percentage Of   Percentage Of
                            Amount of Purchase           Offering Price      Net Asset Value*   Offering Price
                            ------------------           --------------      ----------------   --------------

<S>                   <C>                                       <C>                  <C>             <C>
                      Less than $50,000.............            5.75%                6.10%           5.20%
                      $50,000 but less than $100,000            4.50                 4.71            4.00
                      $100,000 but less than $250,000           3.50                 3.63            3.00
                      $250,000 but less than $500,000           2.60                 2.67            2.25
                      $500,000 but less than $1                 2.00                 2.04            1.75
                      million.......................
                      $1 million and over...........            0.00**               0.00**           ***
</TABLE>

- ----------

  * Rounded to the nearest one-hundredth percent.

 ** Redemption of shares may be subject to a contingent deferred sales charge as
    discussed below.

*** Commission is payable by KDI as discussed below.

    The Fund  receives  the entire net asset  value of all Class A shares  sold.
KDI,  the Fund's  principal  underwriter,  retains the sales  charge on sales of
Class A shares  from  which it  allows  discounts  from  the  applicable  public
offering  price to  investment  dealers,  which  discounts  are  uniform for all
dealers in the United States and its territories. The normal discount allowed to
dealers is set forth in the above table. Upon notice to all dealers with whom it
has sales agreements, KDI may reallow up to the full applicable sales charge, as
shown in the above table, during periods and for transactions  specified in such
notice and such  reallowances  may be based

                                       32
<PAGE>


upon attainment of minimum sales levels.  During periods when 90% or more of the
sales charge is reallowed, such dealers may be deemed to be underwriters as that
term is defined in the 1933 Act.

    Class A shares of the Fund may be  purchased  at net asset value by: (a) any
purchaser  provided that the amount  invested in the Fund or other Kemper Mutual
Funds listed under  "Special  Features -- Class A Shares -- Combined  Purchases"
totals at least $1,000,000 (the "Large Order NAV Purchase Privilege")  including
purchases of Class A shares  pursuant to the  "Combined  Purchases,"  "Letter of
Intent" and "Cumulative  Discount" features described under "Special  Features";
or (b) a  participant-directed  qualified  retirement  plan  described  in  Code
Section 401(a) or a  participant-directed  non-qualified  deferred  compensation
plan  described  in  Code  Section  457  or  a  participant-directed   qualified
retirement plan described in Code Section  403(b)(7) which is not sponsored by a
K-12 school district  provided in each case that such plan has not less than 200
eligible  employees.  Redemption  within two years of shares purchased under the
Large Order NAV Purchase Privilege may be subject to a contingent deferred sales
charge.  See  "Redemption  or Repurchase of Shares -- Contingent  Deferred Sales
Charge -- Large Order NAV Purchase Privilege."

    KDI may in its discretion  compensate  investment dealers or other financial
services firms in connection  with the sale of Class A shares of the Fund at net
asset value in accordance with the Large Order NAV Purchase  Privilege up to the
following amounts:  1.00% of the net asset value of shares sold on amounts up to
$5 million, 0.50% on the next $45 million and 0.25% on amounts over $50 million.
The  commission  schedule  will be reset on a  calendar  year basis for sales of
shares pursuant to the Large Order NAV Purchase  Privilege to employer sponsored
employee benefit plans using the subaccount  recordkeeping system made available
through KSvC. For purposes of determining the appropriate  commission percentage
to be applied to a particular  sale,  KDI will  consider the  cumulative  amount
invested by the purchaser in the Fund and other Kemper Mutual Funds listed under
"Special Features -- Class A Shares -- Combined Purchases,"  including purchases
pursuant  to the  "Combined  Purchases,"  "Letter  of  Intent"  and  "Cumulative
Discount" features referred to above including Class R Shares of certain Scudder
Funds. The privilege of purchasing Class A shares of the Fund at net asset value
under the Large Order NAV  Purchase  Privilege  is not  available if another net
asset value purchase privilege also applies.

    Class A shares of the Fund or any other  Kemper  Mutual  Fund  listed  under
"Special  Features -- Class A Shares -- Combined  Purchases" may be purchased at
net  asset  value  in any  amount  by  members  of the  plaintiff  class  in the
proceeding  known as Howard and Audrey  Tabankin,  et al. v.  Kemper  Short-Term
Global  Income Fund,  et al.,  Case No. 93 C 5231  (N.D.Il).  This  privilege is
generally  non-transferable  and continues for the lifetime of individual  class
members and for a ten year period for  non-individual  class members.  To make a
purchase at net asset value under this privilege, the investor must, at the time
of  purchase,  submit a written  request  that the  purchase be processed at net
asset value pursuant to this privilege specifically identifying the purchaser as
a member of the "Tabankin  Class." Shares purchased under this privilege will be
maintained in a separate  account that includes only shares purchased under this
privilege.  For more details  concerning  this  privilege,  class members should
refer to the Notice of (1) Proposed Settlement with Defendants;  and (2) Hearing
to Determine  Fairness of Proposed  Settlement dated August 31, 1995,  issued in
connection with the aforementioned court proceeding. For sales of Fund shares at
net asset  value  pursuant  to this  privilege,  KDI may in its  discretion  pay
investment  dealers and other  financial  services  firms a concession,  payable
quarterly,  at an annual rate of up to 0.25% of net assets  attributable to such
shares  maintained  and serviced by the firm.  A firm  becomes  eligible for the
concession based upon assets in accounts  attributable to shares purchased under
this  privilege  in the month  after the month of  purchase  and the  concession
continues until terminated by KDI. The privilege of purchasing Class A shares of
the Fund at net asset value under this privilege is not available if another net
asset value purchase privilege also applies.

    Class  A  shares  may be sold at net  asset  value  in any  amount  to:  (a)
officers,   directors,   trustees,  employees  (including  retirees)  and  sales
representatives of the Fund, its Adviser,  its principal  underwriter or certain
affiliated  companies,   for  themselves  or  members  of  their  families;  (b)
registered  representatives and employees of broker-dealers having selling group
agreements  with KDI and officers,  directors and employees of service agents of
the  Fund,  for  themselves  or  their  spouses  or  dependent   children;   (c)
shareholders who owned shares of Kemper Value Series,  Inc. ("KVS") on September
8, 1995, and have continuously owned shares of KVS (or a Kemper Fund acquired by
exchange  of KVS shares)  since that date,  for  themselves  or members of their
families; and (d) any trust or pension, profit sharing or other benefit plan for
only such  persons.  Class A shares may be sold at net asset value in any amount
to selected employees  (including their spouses and dependent children) of banks
and other financial services firms that provide administrative  services related
to order placement and payment to facilitate  transactions in shares of the Fund
for their clients  pursuant to an agreement  with KDI or one of its  affiliates.
Only those  employees  of such banks and other  firms who as part of their usual
duties provide services related to transactions in Fund shares may purchase Fund
Class A shares at net asset value hereunder.  Class A shares may also be sold at
net asset value in any amount to unit  investment  trusts  sponsored by Ranson &
Associates, Inc. In addition, unitholders of unit investment trusts sponsored by
Ranson & Associates,  Inc. or its  predecessors may purchase Fund Class A shares
at net asset value through reinvestment programs described herein of such trusts
that  have  such  programs.  Class A shares of the Fund may be sold at net asset
value through  certain  investment  advisers  registered  under the 1940 Act and
other financial  services firms

                                       33
<PAGE>

acting  solely as agents for their  clients,  that  adhere to certain  standards
established  by KDI,  including a  requirement  that such shares be sold for the
benefit of their  clients  participating  in an investment  advisory  program or
agency  commission  program under which such clients pay a fee to the investment
adviser or other firm for  portfolio  management or agency  brokerage  services.
Such shares are sold for investment purposes and on the condition that they will
not be resold except through  redemption or repurchase by the Fund. The Fund may
also issue Class A shares at net asset value in connection  with the acquisition
of the assets of or merger or consolidation with another investment  company, or
to  shareholders in connection with the investment or reinvestment of income and
capital gain dividends.

    Class A shares of the Fund may be  purchased  at net asset  value by persons
who purchase such shares through bank trust departments that process such trades
through an  automated,  integrated  mutual fund clearing  program  provided by a
third party clearing firm.

    Class A shares of the Fund may be purchased at net asset value in any amount
by certain professionals who assist in the promotion of Kemper Funds pursuant to
personal  services  contracts  with KDI,  for  themselves  or  members  of their
families.  KDI in its  discretion may  compensate  financial  services firms for
sales of Class A shares under this  privilege  at a commission  rate of 0.50% of
the amount of Class A shares purchased.

    Class A shares of the Fund may be  purchased  at net asset  value by persons
who purchase shares of the Fund through KDI as part of an automated  billing and
wage deduction program administered by RewardsPlus of America for the benefit of
employees of participating employer groups.

    The sales charge scale is  applicable  to purchases  made at one time by any
"purchaser"  which includes an individual;  or an individual,  his or her spouse
and  children  under the age of 21; or a trustee or other  fiduciary of a single
trust estate or single fiduciary account; or an organization exempt from federal
income  tax  under  Section  501(c)(3)  or  (13)  of  the  Code;  or a  pension,
profit-sharing  or other  employee  benefit plan whether or not qualified  under
Section  401  of  the  Code;  or  other   organized  group  of  persons  whether
incorporated  or not,  provided the  organization  has been in existence  for at
least six months and has some  purpose  other than the  purchase  of  redeemable
securities of a registered investment company at a discount. In order to qualify
for a lower sales  charge,  all orders from an  organized  group will have to be
placed  through a single  investment  dealer  or other  firm and  identified  as
originating from a qualifying purchaser.

    Deferred Sales Charge Alternative -- Class B Shares.  Investors choosing the
deferred sales charge alternative may purchase Class B shares at net asset value
per share without any sales charge at the time of purchase. Since Class B shares
are  being  sold  without  an  initial  sales  charge,  the full  amount  of the
investor's  purchase  payment  will be invested in Class B shares for his or her
account.  A contingent  deferred sales charge may be imposed upon  redemption of
Class B shares.  See "Redemption or Repurchase of Shares -- Contingent  Deferred
Sales Charge -- Class B Shares."

    KDI  compensates  firms for sales of Class B shares at the time of sale at a
commission rate of up to 3.75% of the amount of Class B shares purchased. KDI is
compensated  by the Fund for services as distributor  and principal  underwriter
for Class B shares. See "Investment Manager and Underwriter."

    Class B shares of the Fund will  automatically  convert to Class A shares of
the Fund six years after  issuance on the basis of the  relative net asset value
per share. The purpose of the conversion  feature is to relieve holders of Class
B shares from the distribution services fee when they have been outstanding long
enough for KDI to have been compensated for distribution  related expenses.  For
purposes  of  conversion  to  Class  A  shares,  shares  purchased  through  the
reinvestment of dividends and other  distributions  paid with respect to Class B
shares in a shareholder's  Fund account will be converted to Class A shares on a
pro rata basis.

    Purchase of Class C Shares.  The public offering price of the Class C shares
of the Fund is the next  determined net asset value.  No initial sales charge is
imposed. Since Class C shares are sold without an initial sales charge, the full
amount of the investor's purchase payment will be invested in Class C shares for
his or her account.  A contingent  deferred sales charge may be imposed upon the
redemption  of Class C shares if they are redeemed  within one year of purchase.
See  "Redemption or Repurchase of Shares -- Contingent  Deferred Sales Charge --
Class C Shares." KDI currently advances to firms the first year distribution fee
at the rate of 0.75% of the purchase price of such shares. For periods after the
first  year,  KDI  currently  intends to pay firms for sales of Class C shares a
distribution  fee, payable  quarterly,  at an annual rate of 0.75% of net assets
attributable  to Class C shares  maintained  and  serviced  by the firm.  KDI is
compensated  by the Fund for services as distributor  and principal  underwriter
for Class C shares. See "Investment Manager and Underwriter."

                                       34
<PAGE>

    Which  Arrangement  Is Better For You?  The  decision  as to which  class of
shares provides a more suitable  investment for an investor  depends on a number
of  factors,  including  the  amount  and  intended  length  of the  investment.
Investors  making  investments  that  qualify for reduced  sales  charges  might
consider Class A shares. Investors who prefer not to pay an initial sales charge
and who plan to hold their  investment  for more than six years  might  consider
Class B shares.  Investors who prefer not to pay an initial sales charge but who
plan to redeem  their  shares  within six years might  consider  Class C shares.
Orders  for  Class B shares  or  Class C shares  for  $500,000  or more  will be
declined.  Orders  for Class B shares or Class C shares  by  employer  sponsored
employee benefit plans using the subaccount record keeping system made available
through the KSvC will be  invested  instead in Class A shares at net asset value
where the combined  subaccount  value in the Fund or other  Kemper  Mutual Funds
listed under  "Special  Features -- Class A Shares -- Combined  Purchases" is in
excess of $5 million including  purchases pursuant to the "Combined  Purchases,"
"Letter of Intent" and "Cumulative  Discount"  features described under "Special
Features." For more information about the above sales arrangements, consult your
financial  representative or KDI. Financial services firms may receive different
compensation depending upon which class of shares they sell.

    General. Banks and other financial services firms may provide administrative
services  related to order  placement and payment to facilitate  transactions in
shares of the Fund for their clients,  and KDI may pay them a transaction fee up
to the level of the  discount or  commission  allowable or payable to dealers as
described  above.  Banks or other  financial  services  firms may be  subject to
various federal and state laws regarding the services described above and may be
required  to register  as dealers  pursuant to state law. If banking  firms were
prohibited  from  acting  in any  capacity  or  providing  any of the  described
services,  management would consider what action,  if any, would be appropriate.
KDI does not believe that termination of a relationship with a bank would result
in any material adverse consequences to the Fund.

    KDI may,  from time to time,  pay or allow to firms a 1%  commission  on the
amount of shares of the Fund sold by the firm  under the  following  conditions:
(i) the purchased  shares are held in a Kemper IRA account,  (ii) the shares are
purchased as a direct "roll over" of a distribution from a qualified  retirement
plan account  maintained  on a  participant  subaccount  record  keeping  system
provided by KSvC,  (iii) the  registered  representative  placing the trade is a
member of ProStar,  a group of persons  designated by KDI in  acknowledgment  of
their  dedication to the employee benefit plan area and (iv) the purchase is not
otherwise subject to a commission.

    In addition to the discounts or commissions  described above, KDI will, from
time to time,  pay or allow  additional  discounts,  commissions  or promotional
incentives,  in the form of cash to firms that sell shares of the Fund.  In some
instances, such discounts,  commissions or other incentives will be offered only
to certain firms that sell or are expected to sell during specified time periods
certain  minimum  amounts of shares of the Fund or other funds  underwritten  by
KDI.

    Orders for the  purchase of shares of the Fund will be  confirmed at a price
based on the net asset value of the Fund next determined after receipt by KDI of
the order accompanied by payment.  However,  orders received by dealers or other
firms prior to the  determination of net asset value (see "Net Asset Value") and
received by KDI prior to the close of its  business  day will be  confirmed at a
price based on the net asset value  effective  on that day ("trade  date").  The
Fund  reserves the right to determine the net asset value more  frequently  than
once a day if deemed desirable.  Dealers and other financial  services firms are
obligated to transmit orders promptly.  Collection may take significantly longer
for a check drawn on a foreign  bank than for a check drawn on a domestic  bank.
Therefore,  if an order is accompanied by a check drawn on a foreign bank, funds
must normally be collected before shares will be purchased.

    Investment  dealers and other firms provide varying  arrangements  for their
clients to purchase and redeem Fund shares.  Some may establish  higher  minimum
investment  requirements  than required by the Fund (i.e.,  not described below)
set forth above.  Firms may arrange with their  clients for other  investment or
administrative  services.  Such  firms may  independently  establish  and charge
additional  amounts to their  clients for such  services,  which  charges  would
reduce the clients' return. Firms also may hold Fund shares in nominee or street
name as agent for and on  behalf  of their  customers.  In such  instances,  the
Fund's  transfer agent will have no information  with respect to or control over
accounts of specific shareholders.  Such shareholders may obtain access to their
accounts and information  about their accounts only from their firm.  Certain of
these  firms may receive  compensation  from the Fund  through  the  Shareholder
Service Agent for  recordkeeping  and other  expenses  relating to these nominee
accounts.  In  addition,  certain  privileges  with  respect  to  the  purchase,
repurchase and redemption of shares or the  reinvestment of dividends may not be
available  through such firms.  Some firms may participate in a program allowing
them  access  to  their  clients'  accounts  for  servicing  including,  without
limitation,  transfers of  registration  and  dividend  payee  changes;  and may
perform functions such as generation of confirmation statements and disbursement
of  cash  dividends.  Such  firms,  including  affiliates  of KDI,  may  receive
compensation  from the Fund  through  the  Shareholder  Service  Agent for these
services.

                                       35
<PAGE>

    The Fund reserves the right to withdraw all or any part of the offering made
by the  prospectus and this  statement of additional  information  and to reject
purchase orders.  Also, from time to time, the Fund may temporarily  suspend the
offering of any class of its shares to new investors.  During the period of such
suspension,  persons  who are  already  shareholders  of such  class of the Fund
normally are permitted to continue to purchase  additional  shares of such class
and to have dividends reinvested.

    Shareholders should direct their inquiries to KSvC, 811 Main Street,  Kansas
City, Missouri 64105-2005 or to the firm from which they received this statement
of additional information.

    As described  herein,  Fund shares are sold at their public  offering price,
which is the net asset  value  next  determined  after an order is  received  in
proper form plus, with respect to Class A shares,  an initial sales charge.  The
minimum initial  investment is $1,000 and the minimum  subsequent  investment is
$100 but such  minimum  amounts  may be  changed  at any time.  An order for the
purchase of shares that is accompanied by a check drawn on a foreign bank (other
than a check drawn on a Canadian bank in U.S. Dollars) will not be considered in
proper form and will not be processed  unless and until the Fund determines that
it has received payment of the proceeds of the check. The time required for such
a  determination  will vary and  cannot be  determined  in  advance.  The amount
received by a shareholder upon redemption or repurchase may be more or less than
the amount  paid for such  shares  depending  on the market  value of the Fund's
portfolio securities at the time.

    The Fund has  authorized  certain  members of the  National  Association  of
Securities  Dealers,  Inc.  ("NASD"),  other  than KDI to  accept  purchase  and
redemption orders for the Fund's shares.  Those brokers may also designate other
parties to accept  purchase and redemption  orders on the Fund's behalf.  Orders
for purchase or redemption will be deemed to have been received by the Fund when
such brokers or their  authorized  designees  accept the orders.  Subject to the
terms of the contract between the Fund and the broker, ordinarily orders will be
priced as the Fund's net asset  value next  computed  after  acceptance  by such
brokers or their authorized  designees.  Further, if purchases or redemptions of
the Fund's shares are arranged and settlement is made at an investor's  election
through any other  authorized  NASD member,  that member may, at its discretion,
charge a fee for that  service.  The Board of Directors of the Fund and KDI each
has the right to limit the amount of purchases by, and to refuse to sell to, any
person. The Board and KDI may suspend or terminate the offering of shares of the
Fund at any time for any reason.

                       REDEMPTION OR REPURCHASE OF SHARES

    General.  Any  shareholder may require the Fund to redeem his or her shares.
When shares are held for the  account of a  shareholder  by the Fund's  transfer
agent,  the  shareholder  may  redeem  them by  sending a written  request  with
signatures guaranteed to Kemper Mutual Funds, Attention:  Redemption Department,
P.O. Box 419557, Kansas City, Missouri 64141-6557.  When certificates for shares
have been  issued,  they must be mailed  to or  deposited  with the  Shareholder
Service  Agent,  along with a duly  endorsed  stock power and  accompanied  by a
written  request for redemption.  Redemption  requests and a stock power must be
endorsed by the account holder with signatures  guaranteed by a commercial bank,
trust company,  savings and loan association,  federal savings bank, member firm
of a national securities exchange or other eligible financial  institution.  The
redemption  request  and stock  power must be signed  exactly as the  account is
registered  including any special capacity of the registered  owner.  Additional
documentation may be requested,  and a signature guarantee is normally required,
from  institutional  and  fiduciary  account  holders,   such  as  corporations,
custodians  (e.g.,  under  the  Uniform  Transfers  to Minors  Act),  executors,
administrators, trustees or guardians.

    The redemption  price for shares of the Fund will be the net asset value per
share of the Fund next determined  following receipt by the Shareholder  Service
Agent of a properly  executed  request with any required  documents as described
above.  Payment  for  shares  redeemed  will be made  in  cash  as  promptly  as
practicable  but in no event  later than seven days after  receipt of a properly
executed  request  accompanied by any outstanding  share  certificates in proper
form for transfer.  When the Fund is asked to redeem shares for which it may not
have yet received good payment (i.e.,  purchases by check,  EXPRESS-Transfer  or
Bank Direct Deposit),  it may delay transmittal of redemption  proceeds until it
has determined  that collected funds have been received for the purchase of such
shares,  which will be up to 10 days from  receipt  by the Fund of the  purchase
amount. The redemption within two years of Class A shares purchased at net asset
value  under  the  Large  Order  NAV  Purchase  Privilege  may be  subject  to a
contingent  deferred  sales  charge (see  "Purchase  of Shares -- Initial  Sales
Charge  Alternative  -- Class A Shares")  and the  redemption  of Class B shares
within six years may be subject  to a  contingent  deferred  sales  charge  (see
"Contingent  Deferred  Sales Charge -- Class B Shares" below) and the redemption
of Class C shares within the first year  following  purchase may be subject to a
contingent deferred sales charge (see "Contingent Deferred Sales Charge -- Class
C Shares" below).

    Upon the  redemption  or exchange  of Class M shares of the Fund  (including
redemptions  in-kind),  a fee of 2% of the current net asset value of the shares
will be  assessed  and  retained  by the Fund for the  benefit of the  remaining
shareholders  until September 3, 2000. This fee is intended to discourage  short
term trading in a vehicle  intended for long term  investment.  The fee is not a
deferred



                                       36
<PAGE>

sales  charge,  is not a  commission  paid  to  the  investment  manager  or its
subsidiaries,  and does not benefit the investment  manager in any way. The Fund
reserves the right to modify the terms of or terminate this fee at any time. The
2% fee applies to redemptions from the Fund and exchanges to other Kemper Mutual
Funds by Class M  shareholders.  The fee is applied to the shares being redeemed
or exchanged in the order in which they were purchased.

    Because of the high cost of maintaining small accounts,  the Fund may assess
a quarterly fee of $9 on an account with a balance below $1,000 for the quarter.
The fee will not apply to accounts enrolled in an automatic  investment program,
IRAs or employer  sponsored  employee benefit plans using the subaccount  record
keeping system made available through the Shareholder Service Agent.

    Shareholders can request the following telephone privileges:  expedited wire
transfer redemptions and EXPRESS-Transfer  transactions (see "Special Features")
and  exchange  transactions  for  individual  and  institutional   accounts  and
pre-authorized  telephone  redemption  transactions  for  certain  institutional
accounts. Shareholders may choose these privileges on the account application or
by contacting the Shareholder Service Agent for appropriate instructions. Please
note that the telephone  exchange  privilege is automatic unless the shareholder
refuses it on the account application.  The Fund or its agents may be liable for
any  losses,  expenses  or  costs  arising  out of  fraudulent  or  unauthorized
telephone  requests  pursuant to these privileges  unless the Fund or its agents
reasonably  believe,  based upon reasonable  verification  procedures,  that the
telephone  instructions are genuine.  The shareholder will bear the risk of loss
including loss resulting from fraudulent or unauthorized  transactions,  so long
as  the  reasonable  verification  procedures  are  followed.  The  verification
procedures  include  recording   instructions,   requiring  certain  identifying
information before acting upon instructions and sending written confirmations.

    Telephone  Redemptions.  If the  proceeds  of the  redemption  (prior to the
imposition of any contingent deferred sales charge or applicable redemption fee)
are $50,000 or less and the proceeds are payable to the shareholder of record at
the address of record,  normally a telephone request or a written request by any
one account holder without a signature  guarantee is sufficient for  redemptions
by  individual  or joint  account  holders,  and trust,  executor,  guardian and
custodial  account  holders  provided  the  trustee,  executor,  or  guardian or
custodian  is named in the account  registration.  Other  institutional  account
holders may  exercise  this special  privilege of redeeming  shares by telephone
request or  written  request  without  signature  guarantee  subject to the same
conditions  as  individual  account  holders and subject to the  limitations  on
liability described under "General" above, provided that this privilege has been
pre-authorized by the institutional account holder or guardian account holder by
written instruction to the Shareholder Service Agent with signatures guaranteed.
Telephone  requests may be made by calling  1-800-621-1048.  Shares purchased by
check or through  EXPRESS-Transfer  or Bank  Direct  Deposit may not be redeemed
under this privilege of redeeming shares by telephone  request until such shares
have been owned for at least 10 days.  This  privilege  of  redeeming  shares by
telephone request or by written request without a signature guarantee may not be
used to  redeem  shares  held in  certificated  form  and may not be used if the
shareholder's account has had an address change within 30 days of the redemption
request.  During periods when it is difficult to contact the Shareholder Service
Agent  by  telephone,  it  may be  difficult  to use  the  telephone  redemption
privilege,  although  investors can still redeem by mail.  The Fund reserves the
right to terminate or modify this privilege at any time.

    Repurchases  (Confirmed  Redemptions).  A  request  for  repurchase  may  be
communicated  by a shareholder  through a securities  dealer or other  financial
services firm to KDI, which the Fund has  authorized to act as its agent.  There
is no charge by KDI with respect to repurchases; however, dealers or other firms
may charge customary commissions for their services. Dealers and other financial
services firms are obligated to transmit orders  promptly.  The repurchase price
will be the net asset value next  determined  after receipt of a request by KDI.
However,  requests for  repurchases  received by dealers or other firms prior to
the determination of net asset value (see "Net Asset Value") and received by KDI
prior to the  close of KDI's  business  day will be  confirmed  at the net asset
value  effective  on that day. The offer to  repurchase  may be suspended at any
time.  Requirements  as to stock  powers,  certificates,  payments  and delay of
payments are the same as for redemptions.

    Expedited  Wire  Transfer  Redemptions.  If the  account  holder  has  given
authorization for expedited wire redemption to the account holder's brokerage or
bank  account,  shares of the Fund can be redeemed and proceeds  sent by federal
wire transfer to a single previously  designated  account.  Requests received by
the Shareholder Service Agent prior to the determination of net asset value will
result in shares  being  redeemed  that day at the net asset value  effective on
that day and normally the proceeds  will be sent to the  designated  account the
following business day. Delivery of the proceeds of a wire redemption request of
$250,000  or more may be  delayed  by the Fund for up to seven  days if  Scudder
Kemper  deems  it  appropriate  under  then  current  market  conditions.   Once
authorization  is on file, the Shareholder  Service Agent will honor requests by
telephone  at  1-800-621-1048  or in  writing,  subject  to the  limitations  on
liability  described under "General"  above. The Fund is not responsible for the
efficiency of the federal wire system or the account holder's financial services
firm or bank.  The Fund  currently  does not charge the account  holder for wire
transfers.  The account  holder is  responsible  for any charges  imposed by the
account  holder's  firm or  bank.  There  is a $1,000  wire  redemption  minimum
(including  any contingent  deferred sales charge or redemption  fee). To change
the  designated  account to receive  wire


                                       37
<PAGE>

redemption  proceeds,  send a written request to the  Shareholder  Service Agent
with signatures  guaranteed as described above or contact the firm through which
shares  of the Fund  were  purchased.  Shares  purchased  by  check  or  through
EXPRESS-Transfer  or Bank Direct  Deposit  may not be redeemed by wire  transfer
until such shares have been owned for at least 10 days.  Account holders may not
use this privilege to redeem shares held in  certificated  form.  During periods
when it is difficult to contact the Shareholder  Service Agent by telephone,  it
may be difficult to use the expedited wire transfer  redemption  privilege.  The
Fund reserves the right to terminate or modify this privilege at any time.

    Contingent  Deferred Sales Charge -- Large Order NAV Purchase  Privilege.  A
contingent  deferred  sales charge may be imposed upon the redemption of Class A
shares  that are  purchased  under the Large  Order NAV  Purchase  Privilege  as
follows:  1% if they are redeemed  within one year of purchase and 0.50% if they
are redeemed during the second year following  purchase.  The charge will not be
imposed upon  redemption  of  reinvested  dividends or share  appreciation.  The
charge is applied  to the value of the shares  redeemed  excluding  amounts  not
subject to the charge.  The  contingent  deferred sales charge will be waived in
the event of: (a)  redemptions by a  participant-directed  qualified  retirement
plan  described in Code Section 401(a) or a  participant-directed  non-qualified
deferred    compensation   plan   described   in   Code   Section   457   or   a
participant-directed   qualified  retirement  plan  described  in  Code  Section
403(b)(7) which is not sponsored by a K-12 school  district;  (b) redemptions by
employer  sponsored  employee benefit plans using the subaccount  record keeping
system made available  through the Shareholder  Service Agent or its affiliates;
(c) redemption of shares of a shareholder  (including a registered  joint owner)
who has died; (d) redemption of shares of a shareholder  (including a registered
joint owner) who after  purchase of the shares being  redeemed  becomes  totally
disabled  (as  evidenced  by a  determination  by the  federal  Social  Security
Administration);  (e) redemptions under the Fund's Systematic Withdrawal Plan at
a  maximum  of 10% per  year of the net  asset  value  of the  account;  and (f)
redemptions  of shares  whose  dealer  of  record at the time of the  investment
notifies  KDI that the dealer  waives the  commission  applicable  to such Large
Order NAV Purchase.

    Contingent  Deferred Sales Charge -- Class B Shares.  A contingent  deferred
sales charge may be imposed upon redemption of Class B shares.  There is no such
charge upon  redemption of any share  appreciation  or  reinvested  dividends on
Class B shares.  The charge is computed at the  following  rates  applied to the
value of the shares redeemed excluding amounts not subject to the charge.

                                                           Contingent Deferred
                     Year of Redemption After Purchase        Sales Charge
                    ------------------------------------    ----------------
                    First.............................             4%
                    Second............................             3%
                    Third.............................             3%
                    Fourth............................             2%
                    Fifth.............................             2%
                    Sixth.............................             1%

    The contingent deferred sales charge will be waived: (a) in the event of the
total disability (as evidenced by a determination by the federal Social Security
Administration)  of  the  shareholder   (including  a  registered  joint  owner)
occurring after the purchase of the shares being  redeemed,  (b) in the event of
the death of the  shareholder  (including a  registered  joint  owner),  (c) for
redemptions made pursuant to a systematic withdrawal plan (see "Special Features
- -- Systematic  Withdrawal Plan" below), (d) for redemptions made pursuant to any
IRA systematic  withdrawal based on the shareholder's life expectancy including,
but not limited to,  substantially  equal  periodic  payments  described in Code
Section  72(t)(2)(A)(iv) prior to age 59 1/2 and (e) for, redemptions to satisfy
required  minimum  distributions  after age 70 1/2 from an IRA account (with the
maximum  amount  subject to this waiver being based only upon the  shareholder's
Kemper IRA accounts).  The contingent  deferred sales charge will also be waived
in  connection  with  the  following  redemptions  of  shares  held by  employer
sponsored  employee  benefit plans  maintained on the subaccount  record keeping
system made  available by the  Shareholder  Service  Agent:  (a)  redemptions to
satisfy  participant  loan advances  (note that loan  repayments  constitute new
purchases  for  purposes  of  the  contingent  deferred  sales  charge  and  the
conversion   privilege),   (b)   redemptions  in  connection   with   retirement
distributions  (limited at any one time to 10% of the total value of plan assets
invested  in  the  Fund),  (c)  redemptions  in  connection  with  distributions
qualifying  under  the  hardship  provisions  of the  Code  and (d)  redemptions
representing returns of excess contributions to such plans.


Contingent  Deferred Sales Charge -- Class C Shares. A contingent deferred sales
charge  of 1% may be  imposed  upon  redemption  of Class C  shares  if they are
redeemed  within  one year of  purchase.  The charge  will not be  imposed  upon
redemption of reinvested dividends or share appreciation.  The charge is applied
to the value of the shares redeemed excluding amounts not subject to the charge.
The  contingent  deferred  sales charge will be waived:  (a) in the event of the
total disability (as evidenced by a determination by the federal Social Security
Administration)  of  the  shareholder   (including  a  registered  joint  owner)
occurring after the purchase of the shares being  redeemed,  (b) in the event of
the death of the  shareholder  (including a  registered  joint  owner),  (c) for
redemptions made pursuant to a systematic withdrawal plan (limited to 10% of the
net asset value of the account during the first year,  see "Special


                                       38
<PAGE>

Features -- Systematic  Withdrawal  Plan"), (d) for redemptions made pursuant to
any  IRA  systematic  withdrawal  based  on the  shareholder's  life  expectancy
including,  but not limited to,  substantially equal periodic payments described
in Internal  Revenue Code Section  72(t)(2)(A)(iv)  prior to age 59 1/2, (e) for
redemptions to satisfy required minimum  distributions  after age 70 1/2 from an
IRA account  (with the maximum  amount  subject to this waiver  being based only
upon the shareholder's  Kemper IRA accounts),  (f) for any  participant-directed
redemption  of  shares  held  by  employer   sponsored  employee  benefit  plans
maintained  on the  subaccount  record  keeping  system  made  available  by the
Shareholder  Service  Agent (g)  redemption  of shares by an employer  sponsored
employee  benefit  plan that offers  funds in addition to Kemper Funds and whose
dealer of record has waived the advance of the first year administrative service
and distribution  fees applicable to such shares and agrees to receive such fees
quarterly,  and (f) redemption of shares  purchased  through a  dealer-sponsored
asset allocation program maintained on an omnibus record-keeping system provided
the dealer of record had  waived  the  advance of the first year  administrative
services  and  distribution  fees  applicable  to such  shares and has agreed to
receive such fees quarterly.

Contingent  Deferred  Sales  Charge  --  General.  The  following  example  will
illustrate the operation of the contingent deferred sales charge. Assume that an
investor  makes a single  purchase  of $10,000 of the Fund's  Class B shares and
that 16  months  later  the value of the  shares  has  grown by  $1,000  through
reinvested  dividends and by an additional  $1,000 in appreciation to a total of
$12,000.  If the investor were then to redeem the entire $12,000 in share value,
the  contingent  deferred  sales  charge  would be payable  only with respect to
$10,000  because  neither the $1,000 of  reinvested  dividends nor the $1,000 of
share  appreciation is subject to the charge. The charge would be at the rate of
3% ($300) because it was in the second year after the purchase was made.

    The rate of the contingent deferred sales charge is determined by the length
of the period of  ownership.  Investments  are tracked on a monthly  basis.  The
period of ownership for this purpose  begins the first day of the month in which
the order for the  investment is received.  For example,  an investment  made in
March 1999 will be eligible for the second year's charge if redeemed on or after
March 1, 2000. In the event no specific order is requested,  the redemption will
be made first from shares  representing  reinvested  dividends and then from the
earliest purchase of shares.  KDI receives any contingent  deferred sales charge
directly.

    Reinvestment Privilege. A shareholder who has redeemed Class A shares of the
Fund or any other Kemper Mutual Fund listed under  "Special  Features -- Class A
Shares -- Combined  Purchases"  (other than shares of Kemper Cash  Reserves Fund
purchased  directly  at net asset  value)  may  reinvest  up to the full  amount
redeemed at net asset value at the time of the reinvestment in Class A shares of
the Fund or of the other listed Kemper Mutual Funds.  A shareholder  of the Fund
or any other Kemper Mutual Fund who redeems Class A shares  purchased  under the
Large Order NAV Purchase  Privilege  (see  "Purchase of Shares -- Initial  Sales
Charge  Alternative  -- Class A  Shares"),  Class B shares or Class C shares and
incurs a  contingent  deferred  sales  charge may reinvest up to the full amount
redeemed at net asset value at the time of the  reinvestment  in Class A shares,
Class B shares  or Class C  shares,  as the case may be, of the Fund or of other
Kemper Mutual Funds.  The amount of any  contingent  deferred  sales charge also
will be reinvested.  These reinvested shares will retain their original cost and
purchase date for purposes of the  contingent  deferred  sales  charge.  Also, a
holder of Class B shares who has  redeemed  shares may  reinvest  up to the full
amount redeemed,  less any applicable  contingent deferred sales charge that may
have been imposed  upon the  redemption  of such  shares,  at net asset value in
Class A shares of the Fund or of the other  Kemper  Mutual  Funds  listed  under
"Special  Features -- Class A Shares -- Combined  Purchases."  Purchases through
the reinvestment  privilege are subject to the minimum  investment  requirements
applicable to the shares being  purchased and may only be made for Kemper Mutual
Funds available for sale in the shareholder's state of residence as listed under
"Special Features -- Exchange Privilege." The reinvestment privilege can be used
only once as to any specific shares and reinvestment must be effected within six
months  of the  redemption.  If a loss is  realized  on the  redemption  of Fund
shares,  the  reinvestment  in the same Fund may be subject  to the "wash  sale"
rules if made within 30 days of the  redemption,  resulting in a postponement of
the recognition of such loss for federal income tax purposes.  The  reinvestment
privilege may be terminated or modified at any time.

    Redemption In-Kind.  The Fund has adopted the following redemption policy in
an attempt to avoid the  imposition  of adverse tax  consequences  on  remaining
shareholders  that  may  be  caused  by  certain  large-scale  redemptions.   In
conformity  with Rule 18f-1 under the 1940 Act,  the Fund  reserves the right to
redeem its shares, with respect to any one shareholder during any 90-day period,
solely in cash up to the lesser of  $250,000 or 1% of the net asset value of the
Fund at the beginning of the period. As an operating  policy,  the Fund reserves
the  right  to  satisfy  redemption   requests  in  excess  of  such  amount  by
distributing  portfolio  securities in lieu of cash. This policy may be modified
or terminated at any time by the Board of Directors. As to Class M shareholders,
the Fund will honor any request for redemptions by making payment in whole or in
part in readily  marketable  securities to the extent those  redemptions  exceed
$500,000  during any 90-day  period  within the one year  period  following  the
Fund's conversion to open-end status. Any securities  distributed  in-kind would
be valued in  accordance  with the Fund's  policies  used to determine net asset
value,  and would be  selected  pursuant to  procedures  adopted by the Board of
Directors to help ensure that such  redemptions are effected in a manner that is
fair and equitable to all shareholders.  The redeeming shareholder will bear the
risk of fluctuations in value of the in-kind redemption proceeds after the trade
date for the  redemption.  Shareholders  who  receive  portfolio  securities  in
redemption of Fund shares will be required to make arrangements for the transfer
of custody of such securities to the shareholder's  account and must communicate
relevant  custody


                                       39
<PAGE>

information  to the Fund prior to the  effectiveness  of a  redemption  request.
Redemption  requests subject to the Fund's redemption in-kind policy will not be
considered  in good order  unless such  information  is  provided.  As discussed
below, a redeeming  shareholder  will bear all costs associated with the in-kind
distribution of portfolio securities.  Shareholders receiving securities in-kind
may,  when  selling  them,  receive  less  than  the  redemption  value  of such
securities  and would also incur certain  transaction  costs.  Such a redemption
would not be as liquid as a redemption entirely in cash.

    Redeeming  shareholders  will bear any costs of delivery and transfer of the
portfolio  securities  received  in an in-kind  redemption  (generally,  certain
transfer  taxes and  custodial  expenses),  and such costs will be deducted from
their redemption  proceeds.  Redeeming  shareholders will also bear the costs of
re-registering the securities, as the securities delivered will be registered in
the Fund's name or the nominee  names of the Fund's  custodians.  The actual per
share expenses for redeeming shareholders of effecting an in-kind redemption and
of any  subsequent  liquidation by the  shareholder of the portfolio  securities
received  will  depend on a number of  factors,  including  the number of shares
redeemed,  the Fund's  portfolio  composition at the time and market  conditions
prevailing during the liquidation  process. The Fund gives no assurances of such
expenses,  and  shareholders  whose  redemptions  are effected  in-kind may bear
expenses  in  excess  of 1% of the net  asset  value of the  shares  of the Fund
redeemed.  These  expenses are in addition to any  applicable  redemption fee or
contingent deferred sales charge.

    The Fund has  received  an  exemptive  order from the SEC to permit  in-kind
redemption  transactions to be effected by shareholders  who may be deemed to be
affiliated  with the Fund because they own 5% or more of the Fund's  outstanding
voting securities.

                                SPECIAL FEATURES

    Class A Shares -- Combined Purchases.  Class A Shares -- Combined Purchases.
Each Fund's  Class A shares (or the  equivalent)  may be  purchased  at the rate
applicable to the discount bracket attained by combining concurrent  investments
in Class A shares of any of the following funds:  Kemper Aggressive Growth Fund,
Kemper Asian  Growth Fund,  Kemper Blue Chip Fund,  Kemper  California  Tax-Free
Income Fund,  Kemper Cash Reserves Fund, Kemper Contrarian Fund, Kemper Emerging
Markets Growth Fund,  Kemper Emerging  Markets Income Fund,  Kemper Europe Fund,
Kemper Florida Tax-Free Income Fund, Kemper Global Blue Chip Fund, Kemper Global
Income Fund,  Kemper Growth Fund, Kemper High Yield Fund, Kemper High Yield Fund
II, Kemper High Yield Opportunity,  Kemper Horizon 10+ Portfolio, Kemper Horizon
20+  Portfolio,   Kemper   Horizon  5  Portfolio,   Kemper  Income  And  Capital
Preservation  Fund, Kemper  Intermediate  Municipal Bond,  Kemper  International
Fund, Kemper  International  Growth and Income Fund, Kemper Large Company Growth
Fund (currently available only to employees of Scudder Kemper Investments, Inc.;
not available in all states),  Kemper Latin America Fund,  Kemper Municipal Bond
Fund,  Kemper New York Tax-Free  Income Fund,  Kemper Ohio Tax-Free Income Fund,
Kemper  Research Fund  (currently  available only to employees of Scudder Kemper
Investments, Inc.; not available in all states), Kemper Target 2010 Fund, Kemper
Retirement  Fund -- Series II,  Kemper  Retirement  Fund -- Series  III,  Kemper
Retirement  Fund -- Series  IV,  Kemper  Retirement  Fund --  Series  V,  Kemper
Retirement  Fund -- Series VI,  Kemper  Retirement  Fund -- Series  VII,  Kemper
Short-Term U.S.  Government Fund,  Kemper Small Cap Value Fund, Kemper Small Cap
Value+Growth  Fund  (currently  available  only to employees  of Scudder  Kemper
Investments,  Inc.;  not available in all states),  Kemper Small  Capitalization
Equity Fund, Kemper Small Cap Relative Value Fund, Kemper Strategic Income Fund,
Kemper  Technology  Fund,  Kemper  Total  Return  Fund,  Kemper U.S.  Government
Securities Fund,  Kemper U.S. Growth and Income Fund, Kemper U.S. Mortgage Fund,
Kemper Value+Growth Fund, Kemper Worldwide 2004 Fund,  Kemper-Dreman High Return
Equity Fund,  Kemper-Dreman  Financial  Services Fund ("Kemper  Mutual  Funds").
Except as noted below, there is no combined purchase credit for direct purchases
of shares of Zurich Money Funds,  Cash Equivalent  Fund,  Tax-Exempt  California
Money  Market  Fund,  Cash  Account  Trust,  Investors  Municipal  Cash  Fund or
Investors Cash Trust ("Money Market  Funds"),  which are not considered  "Kemper
Mutual  Funds" for  purposes  hereof.  For  purposes of the  Combined  Purchases
feature  described  above as well as for the  Letter  of Intent  and  Cumulative
Discount features  described below,  employer  sponsored  employee benefit plans
using  the  subaccount   record  keeping  system  made  available   through  the
Shareholder Service Agent or its affiliates may include:  (a) Money Market Funds
as "Kemper  Mutual  Funds," (b) all classes of shares of any Kemper Mutual Fund,
and (c) the value of any other plan investments,  such as guaranteed  investment
contracts and employer  stock,  maintained  on such  subaccount  record  keeping
system.

    Class A Shares -- Letter Of Intent. The same reduced sales charges for Class
A shares,  as shown in the  applicable  prospectus,  also apply to the aggregate
amount of  purchases  of such  Kemper  Mutual  Funds  listed  above  made by any
purchaser  within a 24-month period under a written Letter of Intent  ("Letter")
provided by KDI. The Letter,  which  imposes no  obligation  to purchase or sell
additional Class A shares,  provides for a price  adjustment  depending upon the
actual amount purchased  within such period.  The Letter provides that the first
purchase following  execution of the Letter must be at least 5% of the amount of
the  intended  purchase,  and that 5% of the  amount  of the  intended  purchase
normally will be held in escrow in the form of shares pending  completion of the
intended  purchase.  If the total investments under the Letter are less than the
intended amount and thereby qualify only for a higher sales charge than actually
paid, the  appropriate  number of escrowed  shares are redeemed and the proceeds
used toward  satisfaction  of the


                                       40
<PAGE>

obligation  to pay the  increased  sales  charge.  The  Letter  for an  employer
sponsored  employee  benefit plan  maintained on the  subaccount  record keeping
system  available  through  the  Shareholder  Service  Agent  may  have  special
provisions  regarding  payment of any increased  sales charge  resulting  from a
failure to complete the intended  purchase under the Letter.  A shareholder  may
include the value (at the maximum  offering  price) of all shares of such Kemper
Mutual Funds held of record as of the initial  purchase date under the Letter as
an  "accumulation  credit"  toward the  completion  of the Letter,  but no price
adjustment will be made on such shares.  Only investments in Class A shares of a
Fund are included for this privilege.

    Class A Shares -- Cumulative Discount. The Fund's Class A shares also may be
purchased at the rate applicable to the discount  bracket  attained by adding to
the cost of Fund shares being  purchased  the value of all Class A shares of the
above mentioned  Kemper Mutual Funds (computed at the maximum  offering price at
the time of the purchase for which the discount is applicable)  already owned by
the investor.

    Class A Shares --  Availability  Of Quantity  Discounts.  An investor or the
investor's  dealer or other financial  services firm must notify the Shareholder
Service  Agent or KDI  whenever a quantity  discount or reduced  sales charge is
applicable to a purchase. Upon such notification,  the investor will receive the
lowest  applicable  sales  charge.  Quantity  discounts  described  above may be
modified or terminated at any time.

    Exchange Privilege.  Shareholders of Class A, Class B and Class C shares may
exchange  their  shares for shares of the  corresponding  class of other  Kemper
Mutual Funds in accordance  with the provisions  below.  Shareholders of Class M
shares may also exchange  their shares for Class A shares of other Kemper Mutual
Funds in accordance with the provisions below.

    Class A Shares.  Class A shares of the Kemper Mutual Funds and shares of the
Money Market Funds listed under "Special  Features -- Class A Shares -- Combined
Purchases"  above may be  exchanged  for each other at their  relative net asset
values.  Shares of Money  Market Funds and Kemper Cash  Reserves  Fund that were
acquired by purchase (not including  shares  acquired by dividend  reinvestment)
are subject to the applicable sales charge on exchange.  Series of Kemper Target
Equity Fund are available on exchange  only during the offering  period for such
series as  described in the  applicable  prospectus  or statement of  additional
information. Cash Equivalent Fund, Tax-Exempt California Money Market Fund, Cash
Account  Trust,  Investors  Municipal  Cash Fund and  Investors  Cash  Trust are
available  on  exchange  but only  through a  financial  services  firm having a
services agreement with KDI.

    Class A shares of the Fund  purchased  under the  Large  Order NAV  Purchase
Privilege may be exchanged for Class A shares of another Kemper Mutual Fund or a
Money Market Fund under the exchange  privilege  described  above without paying
any  contingent  deferred  sales charge at the time of exchange.  If the Class A
shares received on exchange are redeemed thereafter, a contingent deferred sales
charge may be imposed in  accordance  with the foregoing  requirements  provided
that the shares  redeemed will retain their  original cost and purchase date for
purposes of the contingent deferred sales charge.

    Class B  Shares.  Class B shares of the Fund and Class B shares of any other
Kemper Mutual Fund listed under "Special  Features -- Class A Shares -- Combined
Purchases"  may be exchanged for each other at their  relative net asset values.
Class B shares may be exchanged  without any  contingent  deferred  sales charge
being imposed at the time of exchange.  For purposes of the contingent  deferred
sales  charge  that may be  imposed  upon the  redemption  of the Class B shares
received on exchange,  amounts exchanged retain their original cost and purchase
date.

    Class C  Shares.  Class C shares of the Fund and Class C shares of any other
Kemper Mutual Fund listed under "Special  Features -- Class A Shares -- Combined
Purchases"  may be exchanged for each other at their  relative net asset values.
Class C shares may be exchanged without a contingent deferred sales charge being
imposed at the time of exchange.  For determining  whether there is a contingent
deferred  sales  charge that may be imposed upon the  redemption  of the Class C
shares received by exchange,  the cost and purchase date of the shares that were
originally purchased and exchanged are retained.

    Class M  Shares.  Class M shares  of the Fund may be  exchanged  for Class A
Shares of any other Kemper Mutual Fund listed under "Special Features -- Class A
Shares  --  Combined  Purchases",  subject  to  a 2%  redemption  fee.  Class  M
shareholders  may not exchange shares in an amount that would trigger an in-kind
redemption (see above).

    General. Shares of a Kemper Mutual Fund with a value in excess of $1,000,000
or less (except  Kemper Cash  Reserves  Fund)  acquired by exchange from another
Kemper Mutual Fund, or from a Money Market Fund, may not be exchanged thereafter
until they have been owned for 15 days (the "15-Day Hold Period").  In addition,
the Fund  reserves  the right to invoke the 15-Day Hold Policy for  exchanges of
$1,000,000  or less if,  in the  investment  manager's  judgment,  the  exchange
activity may have an adverse  effect on the


                                       41
<PAGE>

Fund.  In  particular,  a pattern of  exchanges  that  coincides  with a "market
timing"  strategy may be  disruptive  to the Fund and therefor may be subject to
the 15-Day Hold Policy.

    For  purposes of  determining  whether  the 15 Day Hold Policy  applies to a
particular  exchange,  the value of the shares to be exchanged shall be computed
by aggregating the value of shares being exchanged for all accounts under common
control,   direction  or  advice,   including   without   limitation,   accounts
administered  by  a  financial  services  firm  offering  market  timing,  asset
allocation or similar  services.  The total value of shares being exchanged must
at least equal the minimum investment  requirement of the Kemper Fund into which
they are being exchanged.  Exchanges are made based on relative dollar values of
the shares  involved in the  exchange.  There is no service fee for an exchange;
however,  dealers  or other  firms may charge for their  services  in  effecting
exchange transactions. Exchanges will be effected by redemption of shares of the
fund held and  purchase  of shares of the other  fund.  For  federal  income tax
purposes,  any such exchange constitutes a sale upon which a gain or loss may be
realized, depending upon whether the value of the shares being exchanged is more
or less than the shareholder's adjusted cost basis of such shares.  Shareholders
interested in exercising the exchange  privilege may obtain  prospectuses of the
other funds from dealers, other firms or KDI. Exchanges may be accomplished by a
written request to KSvC, Attention: Exchange Department, P.O. Box 419557, Kansas
City,  Missouri  64141-6557,  or by  telephone  if  the  shareholder  has  given
authorization.  Once the authorization is on file, the Shareholder Service Agent
will honor requests by telephone at  1-800-621-1048,  subject to the limitations
on liability  under  "Redemption  or Repurchase of Shares -- General." Any share
certificates  must be deposited  prior to any  exchange of such  shares.  During
periods  when it is  difficult  to  contact  the  Shareholder  Service  Agent by
telephone,  it may be difficult to implement the telephone  exchange  privilege.
The  exchange  privilege  is not a right  and may be  suspended,  terminated  or
modified  at any time.  Exchanges  may only be made for  Kemper  Funds  that are
eligible for sale in the shareholder's state of residence.  Currently Tax-Exempt
California  Money Market Fund is available for sale only in  California  and the
portfolios  of  Investors  Municipal  Cash Fund are  available  for sale only in
certain states.

    Systematic Exchange  Privilege.  The owner of $1,000 or more of any class of
the  shares of a Kemper  Mutual  Fund or Money  Market  Fund may  authorize  the
automatic  exchange  of a  specified  amount  ($100  minimum) of such shares for
shares of the same class of another  such Kemper Fund.  If  selected,  exchanges
will be made automatically  until the privilege is terminated by the shareholder
or the other  Kemper  Fund.  Exchanges  are subject to the terms and  conditions
described  above under  "Exchange  Privilege,"  except  that the $1,000  minimum
investment  requirement  for  the  Kemper  Fund  acquired  on  exchange  is  not
applicable.  This  privilege  may not be used for the exchange of shares held in
certificated form.

    EXPRESS-Transfer.  EXPRESS-Transfer  permits  the  transfer of money via the
Automated  Clearing  House  System  (minimum  $100 and  maximum  $5,000)  from a
shareholder's bank, savings and loan, or credit union account to purchase shares
in the Fund.  Shareholders  can also  redeem  shares  (minimum  $100 and maximum
$50,000)  from their Fund  account  and  transfer  the  proceeds  to their bank,
savings and loan, or credit union checking account. Shares purchased by check or
through  EXPRESS-Transfer  or Bank Direct Deposit may not be redeemed under this
privilege  until such shares have been owned for at least 10 days.  By enrolling
in EXPRESS-Transfer, the shareholder authorizes the Shareholder Service Agent to
rely upon  telephone  instructions  from ANY PERSON to  transfer  the  specified
amounts  between the  shareholder's  Fund  account and the  predesignated  bank,
savings  and  loan or  credit  union  account,  subject  to the  limitations  on
liability  under  "Redemption or Repurchase of Shares -- General." Once enrolled
in EXPRESS-Transfer,  a shareholder can initiate a transaction by calling Kemper
Shareholder  Services toll free at  1-800-621-1048  Monday through Friday,  8:00
a.m. to 3:00 p.m.  Chicago time.  Shareholders  may terminate  this privilege by
sending  written  notice  to  KSvC,  P.O.  Box  419415,  Kansas  City,  Missouri
64141-6415. Termination will become effective as soon as the Shareholder Service
Agent has had a reasonable time to act upon the request. EXPRESS-Transfer cannot
be used with passbook savings accounts or for tax-deferred plans such as IRAs.

    Bank Direct  Deposit.  A  shareholder  may purchase  additional  Fund shares
through an automatic  investment program.  With the Bank Direct Deposit Purchase
Plan, investments are made automatically (minimum $50, maximum $50,000) from the
shareholder's  account  at a bank,  savings  and loan or credit  union  into the
shareholder's Fund account. By enrolling in Bank Direct Deposit, the shareholder
authorizes  the Fund and its agents to either draw checks or initiate  Automated
Clearing  House  debits  against  the  designated  account  at a bank  or  other
financial  institution.  This  privilege  may  be  selected  by  completing  the
appropriate  section on the Account Application or by contacting the Shareholder
Service Agent for appropriate forms. A shareholder may terminate his or her plan
by sending  written  notice to KSvC,  P.O.  Box 419415,  Kansas  City,  Missouri
64141-6415.  Termination by a shareholder  will become  effective  within thirty
days after the Shareholder Service Agent has received the request.  The Fund may
immediately  terminate a shareholder's plan in the event that any item is unpaid
by the  shareholder's  financial  institution.  The Fund may terminate or modify
this privilege at any time.

    Payroll Direct  Deposit and Government  Direct  Deposit.  A shareholder  may
invest in the Fund through Payroll Direct Deposit or Government  Direct Deposit.
Under these programs,  all or a portion of a shareholder's net pay or government
check is  automatically


                                       42
<PAGE>

invested in the Fund account each payment  period.  A shareholder  may terminate
participation  in these programs by giving  written notice to the  shareholder's
employer or government  agency,  as  appropriate.  (A reasonable  time to act is
required.)  The Fund is not  responsible  for the  efficiency of the employer or
government agency making the payment or any financial institutions  transmitting
payments.

    Systematic  Withdrawal  Plan.  The owner of $5,000 or more of a class of the
Fund's shares at the offering  price (net asset value plus, in the case of Class
A shares, the initial sales charge) may provide for the payment from the owner's
account of any requested  dollar amount up to $50,000 to be paid to the owner or
a designated  payee monthly,  quarterly,  semiannually  or annually.  The $5,000
minimum account size is not applicable to IRAs. The minimum  periodic payment is
$100. The maximum annual rate at which Class B shares may be redeemed (and Class
A shares  purchased  under the Large Order NAV  Purchase  Privilege  and Class C
shares in their first year following the purchase) under a systematic withdrawal
plan is 10% of the net asset value of the  account.  Shares are redeemed so that
the payee will receive payment  approximately the first of the month. Any income
and capital gain dividends will be automatically  reinvested at net asset value.
A sufficient  number of full and fractional  shares will be redeemed to make the
designated  payment.  Depending  upon the  size of the  payments  requested  and
fluctuations in the net asset value of the shares redeemed,  redemptions for the
purpose of making such payments may reduce or even exhaust the account.

    The  purchase  of  Class  A  shares  while  participating  in  a  systematic
withdrawal plan ordinarily will be  disadvantageous  to the investor because the
investor  will be paying a sales  charge on the  purchase  of shares at the same
time that the investor is redeeming shares upon which a sales charge may already
have been  paid.  Therefore,  the Funds  will not  knowingly  permit  additional
investments  of less than  $2,000  if the  investor  is at the same time  making
systematic  withdrawals.  KDI will waive the contingent deferred sales charge on
redemption  of Class A shares  purchased  under  the Large  Order  NAV  Purchase
Privilege,  Class B shares  and Class C shares  made  pursuant  to a  systematic
withdrawal  plan. The right is reserved to amend the systematic  withdrawal plan
on 30 days'  notice.  The plan may be  terminated at any time by the investor or
the Funds.

    Tax-Sheltered  Retirement  Plans.  The  Shareholder  Service Agent  provides
retirement plan services and documents and KDI can establish  investor  accounts
in any of the following types of retirement plans:

    o   Traditional,  Roth and  Education  IRAs  with  IFTC as  custodian.  This
        includes  Savings  Incentive Match Plan for Employees of Small Employers
        ("SIMPLE") IRA accounts and Simplified Employee Pension Plan ("SEP") IRA
        accounts and prototype documents.

    o   403(b)(7)  Custodial Accounts also with IFTC as custodian.  This type of
        plan is available to employees of most non-profit organizations.

    o   Prototype money purchase pension and profit-sharing plans may be adopted
        by employers.  The maximum annual  contribution  per  participant is the
        lesser of 25% of compensation or $30,000.

    Brochures describing the above plans as well as model defined benefit plans,
target benefit plans, 457 plans, 401(k) plans, SIMPLE 401(k) plans and materials
for  establishing  them are available  from the  Shareholder  Service Agent upon
request.  The  brochures  for plans with IFTC as custodian  describe the current
fees payable to IFTC for its services as  custodian.  Investors  should  consult
with their own tax advisers before establishing a retirement plan.

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

    Scheduled  variations in or the  elimination of the initial sales charge for
purchases  of  Class A  shares  or the  contingent  deferred  sales  charge  for
redemptions  of Class B or Class C shares  by  certain  classes  of  persons  or
through certain types of transactions as described  herein are provided  because
of anticipated economies in sales and sales-related efforts.

    The Fund may  suspend the right of  redemption  or delay  payment  more than
seven days (a) during any period  when the NYSE is closed  other than  customary
weekend and holiday  closings or during any period in which  trading on the NYSE
is  restricted,  (b) during any period when an  emergency  exists as a result of
which (i) disposal of the Fund's investments is not reasonably  practicable,  or
(ii) it is not reasonably practicable for the Fund to determine the value of its
net assets, or (c) for such other periods as the SEC may by order permit for the
protection of the Fund's shareholders.

                                       43
<PAGE>

    The  conversion  of Class B shares to Class A shares  may be  subject to the
continuing  availability  of an opinion of  counsel,  ruling by the IRS or other
assurance  acceptable  to the Fund to the effect that (a) the  assessment of the
distribution  services fee with respect to Class B shares and not Class A shares
does not result in the Fund's dividends  constituting  "preferential  dividends"
under the Code,  and (b) that the conversion of Class B shares to Class A shares
does not  constitute a taxable event under the Code.  The  conversion of Class B
shares to Class A shares may be suspended if such assurance is not available. In
that event,  no further  conversions  of Class B shares would occur,  and shares
might continue to be subject to the distribution  services fee for an indefinite
period that may extend beyond the proposed conversion date as described herein.

                             OFFICERS AND DIRECTORS

    The officers and directors of the Fund,  their  birthdates,  their principal
occupations, addresses, and their affiliations, if any, with the Adviser and KDI
are  listed  below.  All  persons  named as  directors  also  serve  in  similar
capacities for other funds managed by the Adviser.

Directors.

    James E. Akins (10/15/26), Director, 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; United States Ambassador to Saudi Arabia, 1973-1976.


    James R.  Edgar  (07/22/46)  Director,  1927  County  Road,  150E,  Seymour,
Illinois;  Distinguished  Fellow,  Institute of Government  and Public  Affairs,
University of Illinois; Director, Kemper Insurance Companies; formerly, Governor
of the State of Illinois, 1991-1999.

    Arthur R. Gottschalk (2/13/25), Director, 10642 Brookridge Drive, Frankfort,
Illinois;  Retired;  formerly,  President,  Illinois Manufacturers  Association;
Trustee,  Illinois  Masonic  Medical Center;  formerly,  Illinois State Senator;
formerly, Vice President, The Reuben H. Donnelley Corp.; formerly, attorney.

    Frederick  T.  Kelsey  (4/25/27),  Director,  738  York  Court,  Northbrook,
Illinois;  Retired;  formerly,  consultant  to Goldman,  Sachs & Co.;  formerly,
President,  Treasurer  and  Trustee  of  Institutional  Liquid  Assets  and  its
affiliated mutual funds; Trustee of the Northern  Institutional Funds; formerly,
Trustee of the Pilot Funds.

    *Thomas  W.   Littauer   (4/26/55),   Director  and  Vice   President,   Two
International Place, Boston,  Massachusetts;  Managing Director, Scudder Kemper;
formerly,   Head  of  Broker  Dealer  Division  of  an  unaffiliated  investment
management  firm during 1997;  prior  thereto,  President  of Client  Management
Services of an unaffiliated investment management firm from 1991 to 1996.

    Fred B. Renwick (2/1/30),  Director,  3 Hanover Square,  New York, New York;
Professor of Finance, New York University,  Stern School of Business;  Director;
TIFF Industrial  Program,  Inc.;  Director,  The Warburg  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 in America.


    John G. Weithers (8/8/33),  Director,  311 Spring Lake, Hinsdale,  Illinois;
Retired;  formerly,  Chairman of the Board and Chief Executive Officer,  Chicago
Stock  Exchange;  Director,  Federal Life  Insurance  Company;  President of the
Members of the Corporation and Trustee, DePaul University.

Officers

    *Mark S. Casady (9/21/60),  President,  345 Park Avenue, New York, New York;
Managing Director, Scudder Kemper.

    *Philip J. Collora  (11/15/45),  Vice  President  and  Secretary,  222 South
Riverside Plaza, Chicago, Illinois; Senior Vice President, Scudder Kemper.

    *Carol L. Franklin (12/3/52), Vice President, 345 Park Avenue, New York, New
York; Managing Director, Scudder Kemper

                                       44
<PAGE>

    *Ann M. McCreary (11/6/56),  Vice President,  345 Park Avenue, New York, New
York; Managing Director, Scudder Kemper.

    *Kathryn L. Quirk (12/3/52),  Vice President, 345 Park Avenue, New York, New
York; Managing Director, Scudder Kemper.

    *Linda J. Wondrack  (9/12/64),  Vice  President,  Two  International  Place,
Boston, Massachusetts; Senior Vice President, Scudder Kemper.

    *John R. Hebble  (6/27/58),  Treasurer,  Two  International  Place,  Boston,
Massachusetts; Senior Vice President, Scudder Kemper.

    *Brenda Lyons  (2/21/63),  Assistant  Treasurer,  Two  International  Place,
Boston, Massachusetts; Senior Vice President, Scudder Kemper.



    *William F. Truscott  (9/14/60)* Vice President,  345 Park Avenue, New York,
New York; Managing Director, Scudder Kemper Investments, Inc.


    *Caroline Pearson (4/1/62),  Assistant  Secretary,  Two International Place,
Boston, Massachusetts; Senior Vice President, Scudder Kemper.

    *Maureen E. Kane (2/14/62),  Assistant  Secretary,  Two International Place,
Boston, Massachusetts; Vice President, Scudder Kemper.

- ----------

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

    The directors and officers who are "interested  persons" as designated above
receive no compensation  from the Fund. The tables below shows amounts estimated
to be paid or  accrued to those  directors  who are not  designated  "interested
persons"  during the Fund's first full fiscal year following its  reorganization
to  open-end  status  except  that the  information  in the last  column  is for
calendar year 1999.

<TABLE>
<CAPTION>
                                                                             Total Compensation From
                                                            Aggregate       Kemper Fund Complex Paid
                                                          Compensation              To Board
                                Name of Director            From Fund              Members(2)
                                ----------------            ---------              ----------

<S>                          <C>                              <C>                  <C>
                             James E. Akins.......            $2,500               $168,700
                             James R. Edgar                   $1,200                $84,600
                             Arthur R. Gottschalk(1)          $2,300               $166,600

                             Frederick T. Kelsey..            $2,700               $168,700
                             Fred B. Renwick......            $2,400               $168,700
                             John G. Weithers.....            $2,500               $171,200
</TABLE>
- ----------


(1) Includes deferred fees,  Pursuant to deferred  compensation  agreements with
    the  Kemper  Fund,.  deferred  amounts  accrue  interest  monthly  at a rate
    approximate  to the yield of Zurich Money Funds -- Zurich Money Market Fund.
    Total deferred fees (including  interest  thereon)  payable from the Fund to
    Mr. Gottschalk during the Fund's most recent fiscal year was $5,400.


(2) Includes  compensation  for service on the Boards of 17 Kemper Funds with 51
    fund  portfolios.  Each  Director  currently  serves as a board member of 17
    Kemper funds with 51 fund portfolios.


As of January 1, 2000,  the directors and officers as a group owned less than 1%
of the then  outstanding  shares of the Fund and no person  owned of record more
than 5% of the  outstanding  shares of any  class of the  Fund,  except as shown
below:

                                       45
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------- ----------------------------------- -----------------------------------
NAME                                  CLASS                               PERCENTAGE
- ------------------------------------- ----------------------------------- -----------------------------------
<S>                                   <C>                                 <C>
National Financial Services Corp.     A                                   9.05
FBO Thiaga-Rajan
200 Liberty Street
New York, NY  10281
- ------------------------------------- ----------------------------------- -----------------------------------
Bear Stearns & Company                A                                   6.57
245 Park Avenue
New York, NY 10167
- ------------------------------------- ----------------------------------- -----------------------------------
National Financial Services Corp.     B                                   12.62
FBO Mayra Tabbaa
200 Liberty Street
New York, NY  10281
- ------------------------------------- ----------------------------------- -----------------------------------
Donaldson, Lufkin & Jenrette          B                                   10.91
Securities Corp.
P.O. Box 2052
Jersey City, NJ  07303
- ------------------------------------- ----------------------------------- -----------------------------------
Bear Stearns & Company                C                                   22.89
245 Park Avenue
New York, NY 10167
- ------------------------------------- ----------------------------------- -----------------------------------
Piper Jaffray                         C                                   6.51
FBO Meryle Blumenthal, IRA
P.O. Box 28
Minneapolis, MN  55440
- ------------------------------------- ----------------------------------- -----------------------------------
Salomon Smith & Barney                M                                   9.87
333 W. 34th Street
New York, NY  10001
- ------------------------------------- ----------------------------------- -----------------------------------
Merrill, Lynch, Pierce, Fenner &      M                                   5.67
Smith
For the sole benefit of customers
4800 Deer Lake Drive East
Jacksonville, FL  32246
- ------------------------------------- ----------------------------------- -----------------------------------
National Financial Services Corp.     M                                   5.56
FBO
200 Liberty Street
New York, NY  10281
- ------------------------------------- ----------------------------------- -----------------------------------
Charles Schwab                        M                                   8.78
51 Mercedes Way
Edgewood, NY  11717
- ------------------------------------- ----------------------------------- -----------------------------------
</TABLE>


                            ORGANIZATION OF THE FUND

    The Fund was organized as a Maryland  corporation  on November 22, 1989. The
Fund began operations on February 9, 1990 as a closed-end  management investment
company.  On July 20, 1999, the Fund's  shareholders  approved the conversion of
the Fund to an open-end  investment  company.  As a result of the conversion and
the reorganization with Kemper Europe Fund, the Fund changed its name to "Kemper
New Europe Fund,  Inc." and issued newly designated Class A, Class B and Class C
shares  to the  shareholders  of  Kemper  Europe  Fund and Class M shares to its
existing  shareholders.  Class M shares  will  automatically  convert to Class A
shares on September 3, 2000.

                                       46
<PAGE>

    Currently, the Fund offers three classes of shares. These are Class A, Class
B  and  Class  C  shares,  which  have  different  expenses,  which  may  affect
performance.  Class M shares  of the Fund are no longer  offered.  Shares of the
Fund have equal  noncumulative  voting  rights  except  that Class B and Class C
shares have separate and exclusive voting rights with respect to the Fund's Rule
12b-1  Plan.  Shares of each  class  also have  equal  rights  with  respect  to
dividends,  assets and liquidation of the Fund subject to any preferences  (such
as resulting from different Rule 12b-1 distribution  fees), rights or privileges
of any  classes of shares of the Fund.  Shares are fully paid and  nonassessable
when issued, are transferable without restriction and have no preemptive rights.
Class B shares will convert to Class A shares six years after issuance and Class
M shares will convert to Class A shares on September 3, 2000.

    The Fund has  provisions  in its  Charter  that  could  have the  effect  of
limiting  the  ability of other  entities  or persons to acquire  control of the
Fund, to cause it to engage in certain  transactions or to modify its structure.
These  provisions were included in the Fund's  original  Charter as a closed-end
fund and require a 75% vote of the shareholders in order to be amended.

    The Board of Directors is divided  into three  classes,  each class having a
term of three  years.  The Fund  holds  annual  shareholders  meetings  to elect
directors whose terms expire that year. This provision could delay for up to two
years the replacement of a majority of the Board of Directors. A director may be
removed from office only for cause and only by a vote of the holders of at least
75% of the shares of the Fund entitled to be voted on the matter.

    In addition, the affirmative vote of 75% of the directors and the holders of
75% of the shares of the Fund are  required to  authorize  any of the  following
transactions:

    (i) merger,  consolidation  or share  exchange  of the Fund with or into any
        other person;

    (ii) issuance or transfer by the Fund (in one or a series of transactions in
any 12 month  period) of any  securities of the Fund to any person or entity for
cash,  securities or other property (or combination thereof) having an aggregate
fair market value of $1,000,000 or more excluding (x) sales of securities of the
Fund in connection  with a public  offering,  (y) issuances of securities of the
Fund issued pursuant to a dividend reinvestment plan adopted by the Fund and (z)
issuances of securities of the Fund upon the exercise of any stock  subscription
rights distributed by the Fund;

    (iii) sale, lease, exchange, mortgage, pledge, transfer or other disposition
by the Fund (in one or a series of  transactions  in any 12 month  period) to or
with any person or entity of any  assets of the Fund  having an  aggregate  fair
market value of $1,000,000 or more except for portfolio transactions effected by
the Fund in the ordinary  course of its business  (transactions  within  clauses
(i), (ii) and (iii) above being known individually as a "Business Combination");

    (iv) any proposal as to the  voluntary  liquidation  or  dissolution  of the
Fund; and

    (v) any shareholder  proposal as to specific investment decisions made or to
be made with respect to the Fund's assets.

    However,  a 75%  shareholder  vote will not be required  with respect to the
foregoing  transactions  (other  than  those set forth in (v) above) if they are
approved by a vote of 75% of the "Continuing  Directors" (as defined below),  in
which case a vote of the holders of a majority of the outstanding  shares of the
Fund will be required,  or, in the case of (i), (ii) or (iii) above,  if certain
conditions  regarding  the  consideration  paid by such  corporation,  person or
entity  are  satisfied  and,  in  those  cases,  the  lesser  state  law  voting
requirements,  if any, will apply. A "Continuing  Director" is any member of the
Board of  Directors of the Fund who (i) is not a person or affiliate of a person
(other  than an  investment  company  advised by the Fund's  initial  investment
manager  or any of its  affiliates)  who  enters  or  proposes  to enter  into a
Business Combination with the Fund (an "Interested Party") and (ii) who has been
a member  of the  Board  of  Directors  of the Fund for a period  of at least 12
months,  or is a successor of a Continuing  Director who is unaffiliated with an
Interested  Party and is  recommended  to  succeed a  Continuing  Director  by a
majority of the Continuing Directors then on the Board of Directors of the Fund.
The Fund's By-Laws contain provisions the effect of which is to prevent matters,
including  nominations  of  directors,  from  being  considered  at  shareholder
meetings where the Fund has not received sufficient prior notice of the matters.

    The Fund's  Articles  provide that the presence at a shareholder  meeting in
person or by proxy of at least  one-third  of the shares  entitled  to vote on a
matter shall  constitute a quorum.  Thus, a meeting of  shareholders of the Fund
could  take  place  even  if  less  than a  majority  of the  shareholders  were
represented  on its  scheduled  date.  Shareholders  would  in  such  a case  be
permitted to take action which does not require a larger vote than a majority of
a quorum, such as the election of directors and ratification of the selection of
independent  auditors.  Investors  in the Fund are entitled to one vote for each
full share held and fractional votes for fractional shares held. Shareholders of
the Fund will vote in the aggregate  except where otherwise  required by law and
except that each class will vote separately on certain matters pertaining to its
distribution and shareholder servicing arrangements.

                                       47
<PAGE>

                              FINANCIAL STATEMENTS

    The Fund's  audited  Annual  Report  dated  October 31,  1999,  which either
accompanies  this  Statement of Additional  Information  or has been  previously
provided to the investor to whom this  Statement of  Additional  Information  is
being sent, is incorporated  herein by reference with respect to all information
regarding the Fund included therein. The Fund will furnish without charge a copy
of the Annual Report upon request by calling 1-800-621-1048.

                                    APPENDIX

    The  following is a  description  of the ratings given by S&P and Moody's to
corporate bonds.

Ratings of Corporate Bonds

S&P:

    Debt rated AAA has the  highest  rating  assigned  by S&P.  Capacity  to pay
interest and repay principal is extremely strong Debt rated AA has a very strong
capacity to pay interest and repay  principal and differs from the highest rated
issues only in small degree.  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.  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.

    Debt  rated  BB,  B,  CCC,  CC and C is  regarded  as  having  predominantly
speculative  characteristics  with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest. While
such debt will likely have some quality and  protective  characteristics,  these
are outweighed by large uncertainties or major exposures to adverse conditions.

    Debt  rated  BB has less  near-term  vulnerability  to  default  than  other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest  and  principal  payments.  The BB
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned  an  actual  or  implied  BBB--  rating.  Debt  rated  B has a  greater
vulnerability  to  default  but  currently  has the  capacity  to meet  interest
payments and principal  repayments.  Adverse  business,  financial,  or economic
conditions  will likely impair capacity or willingness to pay interest and repay
principal.  The B rating  category is also used for debt  subordinated to senior
debt that is assigned an actual or implied BB or BB-- rating.

    Debt rated CCC has a currently identifiable vulnerability to default, and is
dependent upon favorable  business,  financial,  and economic conditions to meet
timely  payment of interest and repayment of principal.  In the event of adverse
business,  financial,  or  economic  conditions,  it is not  likely  to have the
capacity to pay interest,  and repay principal.  The CCC rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
B or B-- rating.  The rating CC  typically  is applied to debt  subordinated  to
senior  debt that is  assigned  an actual or implied  CCC  rating.  The rating C
typically  is applied to debt  subordinated  to senior debt which is assigned an
actual  or  implied  CCC--  debt  rating.  The C  rating  may be used to cover a
situation where a bankruptcy  petition has been filed, but debt service payments
are  continued.  The rating Cl is reserved for income bonds on which no interest
is being paid. Debt rated D is in payment default. The D rating category is used
when interest  payments or principal  payments are not made on the date due even
if the  applicable  grace period had not expired,  unless S&P believes that such
payments will be made during such grace  period.  The D rating also will be used
upon  the  filing  of  a  bankruptcy  petition  if  debt  service  payments  are
jeopardized.

Moody's:

    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.  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

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there  may be other  elements  present  winch  make the long term  risks  appear
somewhat  larger than in Aaa  securities.  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.

    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.  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.  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.

    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.  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.  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.



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                             Kemper New Europe Fund
                Supplement to Statement of Additional Information
                               Dated March 1, 2000


The following text supplements the section entitled "Purchase of Shares" in the
currently effective Statement of Additional Information:

Through January 1, 2000 to April 30, 2000 ("Special Offering Period"), KDI, the
principal underwriter, intends to reallow to certain firms the full applicable
sales charge with respect to Class A shares purchased for self-directed
Individual Retirement Accounts ("IRA accounts") during the Special Offering
Period (not including Class A shares acquired at net asset value). IRA accounts
include Traditional, Roth and Education IRAs, Savings Incentive Match Plan for
Employees of Small Employers ("SIMPLE") IRA accounts and Simplified Employee
Pension Plan ("SEP") IRA accounts. Firms entitled to the full reallowance during
the Special Offering Period are those firms which allow KDI to participate in a
special promotion of self-directed IRA accounts, with other fund complexes,
sponsored by the firms during the Special Offering Period.



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