VALUE EQUITY TRUST
497, 1998-09-16
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                           KEMPER CLASSIC GROWTH FUND

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                          KEMPER GLOBAL DISCOVERY FUND

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                                KEMPER VALUE FUND

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The  following  supplements  the currently  effective  Prospectus of each of the
listed funds:

On September 7, 1998,  the  businesses of Zurich  Insurance  Company  ("Zurich")
(including  Zurich's 70% interest in Scudder Kemper) 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. By way of a dual holding company structure, former Zurich shareholders
initially owned approximately 57% of Zurich Financial Services, with the balance
initially owned by former B.A.T shareholders.

Upon  consummation  of  this  transaction,   each  Fund's  existing   investment
management  agreement  with Scudder Kemper was deemed to have been assigned and,
therefore,   terminated.  The  Board  has  approved  new  investment  management
agreements with Scudder Kemper, which are substantially identical to the current
investment  management  agreements,  except  for  the  dates  of  execution  and
termination.  These agreements became effective upon the termination of the then
current investment  management  agreements and will be submitted for shareholder
approval at special meetings currently scheduled to conclude in December 1998.

The  following  supplements  information  in the  section  entitled  "Investment
Manager  and  Underwriter"  for the  currently  effective  Prospectus  of Kemper
Classic Growth Fund:

Effective  September 10, 1998,  the positions of William F. Gadsden and Bruce F.
Beaty are Co-Lead Portfolio Managers for the Fund.











September 15, 1998



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