KEMPER VALUE PLUS GROWTH FUND
497, 1998-08-20
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<TABLE>
<S>                  <C>                                                       <C>
<CAPTION>
          KEMPER EQUITY FUNDS/GROWTH STYLE                          KEMPER VALUE SERIES, INC.
            Kemper Aggressive Growth Fund                             Kemper Contrarian Fund
                Kemper Blue Chip Fund                         Kemper-Dreman High Return Equity Fund
                 Kemper Growth Fund                                Kemper Small Cap Value Fund
           Kemper Quantitative Equity Fund                           SUPPLEMENT TO PROSPECTUS
       Kemper Small Capitalization Equity Fund                         DATED APRIL 1, 1998
               Kemper Technology Fund                                   _________________
              Kemper Total Return Fund
              Kemper Value+Growth Fund                            KEMPER ASSET ALLOCATION FUNDS
              SUPPLEMENT TO PROSPECTUS                             Kemper Horizon 20+ Portfolio
               DATED FEBRUARY 1, 1998                              Kemper Horizon 10+ Portfolio
                  _________________                                 Kemper Horizon 5 Portfolio
                                                                     SUPPLEMENT TO PROSPECTUS
                 KEMPER INCOME FUNDS                                 DATED NOVEMBER 21, 1997
     Kemper Adjustable Rate U.S. Government Fund                        _________________
           Kemper Diversified Income Fund
       Kemper U.S. Government Securities Fund                       KEMPER TARGET EQUITY FUNDS
               Kemper High Yield Fund                           Kemper Retirement Fund Series VII
         Kemper High Yield Opportunity Fund                          SUPPLEMENT TO PROSPECTUS
     Kemper Income and Capital Preservation Fund                      DATED NOVEMBER 1, 1997
              Kemper U.S. Mortgage Fund                                 _________________
      Kemper Short-Intermediate Government Fund
              SUPPLEMENT TO PROSPECTUS                             KEMPER TAX-FREE INCOME FUNDS
               DATED DECEMBER 30, 1997                              Kemper Municipal Bond Fund
                  _________________                          Kemper Intermediate Municipal Bond Fund
                                                              Kemper California Tax-Free Income Fund
        KEMPER GLOBAL AND INTERNATIONAL FUNDS                  Kemper Florida Tax-Free Income Fund
              Kemper Asian Growth Fund                         Kemper Michigan Tax-Free Income Fund
                 Kemper Europe Fund                           Kemper New Jersey Tax-Free Income Fund
              Kemper Global Income Fund                        Kemper New York Tax-Free Income Fund
              Kemper International Fund                          Kemper Ohio Tax-Free Income Fund
              SUPPLEMENT TO PROSPECTUS                       Kemper Pennsylvania Tax-Free Income Fund
                 DATED MARCH 1, 1998                            Kemper Texas Tax-Free Income Fund
                  _________________                                  SUPPLEMENT TO PROSPECTUS
                                                                     DATED NOVEMBER 26, 1997
                                                                        -----------------


                         KEMPER EQUITY FUNDS/VALUE STYLE
                             Kemper Contrarian Fund
                      Kemper-Dreman High Return Equity Fund
                           Kemper Small Cap Value Fund
                      Kemper Small Cap Relative Value Fund
                            SUPPLEMENT TO PROSPECTUS
                                DATED MAY 6, 1998
                                -----------------
</TABLE>

The  following  disclosure  replaces  the  "Net  Asset  Value"  section  of each
Prospectus except the Kemper Equity Funds/Value Style Prospectus.  The following
effective dates apply:  June 1998 for Kemper Aggressive Growth Fund, Kemper Blue
Chip Fund,  Kemper  Target Equity Fund - Kemper  Retirement  Fund Series VII and
Kemper  Total Return  Fund;  and July 1998 for Kemper  Asian  Growth  Fund.  The
following  disclosure will be effective prior to the close of the third calendar
quarter of 1998 for the remainder of the Funds.



<PAGE>


         Net Asset Value

         The net  asset  value per share of a Fund is the value of one share and
         is  determined  separately  for each class by  dividing  the value of a
         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 shares of a Fund  because of the higher  expenses  borne by
         the Class B and Class C shares. The net asset value of shares of a Fund
         is computed as of the close of regular  trading  (the "value  time") on
         the New York Stock  Exchange (the  "Exchange") on each day the Exchange
         is open for  trading.  The  Exchange is  scheduled  to be closed on the
         following  holidays:  New Year's  Day,  Martin  Luther  King,  Jr. Day,
         Presidents'  Day, Good Friday,  Memorial Day,  Independence  Day, Labor
         Day, Thanksgiving and Christmas.

         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.

         With respect to the Funds with securities  listed  primarily on foreign
         exchanges,  such securities may trade on days when the Fund's net asset
         value is not computed; and therefore, the net asset value of a Fund may
         be  significantly  affected on days when the  investor has 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 over-the-counter 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 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 investment  manager of the particular  fund may calculate
         the price of that debt security,  subject to limitations established by
         the Board.

         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  over-the-counter  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.

<PAGE>

         If a security is traded on more than one exchange,  or upon one or more
         exchanges and in the over-the-counter 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 Trustees,
         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 a 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  portfolios  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.

The following text supplements  information in the section entitled  "Investment
Manager and  Underwriter"  on page 23 in the Prospectus  dated March 1, 1998 for
Kemper Asian Growth Fund,  Kemper  Europe Fund,  Kemper  Global  Income Fund and
Kemper International Fund.

         Investment Manager and Underwriter

         Zurich  Investment  Management  Limited  ("ZIML")  has been  serving as
         sub-adviser  for the Kemper  Asian  Growth  Fund,  Kemper  Europe Fund,
         Kemper  Global  Income Fund and Kemper  International  Fund pursuant to
         sub-advisory agreements with Scudder Kemper Investments, Inc. ("Scudder
         Kemper"),  the Funds' investment manager.  ZIML, which was previously a
         wholly owned  subsidiary of Zurich Insurance  Company,  is now a wholly
         owned  subsidiary  of  Scudder  Kemper  and is  now  known  as  Scudder
         Investments  (U.K.)  Limited (the  "Sub-Adviser").  As a result of this
         ownership change, for Kemper Europe Fund, Kemper Global Income Fund and
         Kemper  International  Fund, new  sub-advisory  agreements,  which were
         previously  approved by  shareholders,  have been  entered into between
         Scudder  Kemper and the  Sub-Adviser  on the same terms as the previous
         agreements, which terminated automatically.  The sub-advisory agreement
         for Kemper Asian Growth Fund also  terminated  automatically  upon this
         ownership  change but a new agreement has not been implemented for that
         Fund, which will be managed solely by Scudder Kemper.

The following  text replaces  information  in the section  entitled  "Investment
Manager and  Underwriter"  on page 23 in the Prospectus  dated March 1, 1998 for
Kemper Asian Growth Fund,  Kemper  Europe Fund,  Kemper  Global  Income Fund and
Kemper International Fund.

          Stephen  P.  Dexter and Marc.  J.  Slendebroek  have been the  co-lead
          portfolio managers for the Kemper  International Fund since June 1998.
          Mr.  Dexter  joined  Scudder  Kemper  in  1986  and is a  Senior  Vice
          President.  He received a B.A. in Economics  and an M.B.A.  in Finance
          from  the  University  of  Wisconsin.   Mr.   Slendebroek  joined  the
          Sub-Adviser in September 1994 and is an Associate  Director.  Prior to
          joining  the  Sub-Adviser,  Mr.  Slendebroek  was a  Manager  of Dutch
          research at Kleinwort Benson Securities from 1992 to 1994. He received
          a Masters  Degree in Civil Law from the  University of Leiden,  in the
          Netherlands.

          Elizabeth J. Allan and Theresa Gusman have been the co-lead  portfolio
          managers for the Kemper  Asian Growth Fund since June 1998.  Ms. Allan
          joined  Scudder  Kemper in 1987 and is a Senior  Vice  President.  She
          received a B.A. in East Asian  Studies from Colby  College,  two M.A.s
          (the first from  Indiana  University  in East  Asian  Studies  and the
          second  from  Princeton  University  in  Sociology)  and an M.B.A.  in
          Finance  and  International  Business  from New York  University.  Ms.
          Gusman joined Scudder Kemper in 1995 and is a Vice President. Prior to
          joining Scudder Kemper, she was an equity research analyst since 1983.
          Ms. Gusman  received a B.A. in Economics from the State  University of
          New York.

<PAGE>

The  following  text  replaces  the  section and  heading  entitled  "Investment
Objectives,  Policies and Risk Factors -- Depository Receipts" on page 20 in the
Prospectus  dated May 6, 1998 for Kemper  Contrarian  Fund,  Kemper-Dreman  High
Return Equity Fund,  Kemper Small Cap Value Fund,  and Kemper Small Cap Relative
Value Fund:

         Foreign Companies

         Each Fund may invest up to 20% of its assets in  securities  of foreign
         companies  through  the  acquisition  of American  Depository  Receipts
         ("ADRs"),  as well as through  the  purchase of  securities  of foreign
         companies  that are  publicly  traded in the  United  States.  ADRs are
         bought and sold in the United States and are issued by domestic  banks.
         ADRs  represent  the right to receive  securities  of  foreign  issuers
         deposited in the domestic  bank or a  correspondent  bank.  ADRs do not
         eliminate  all of the risk  inherent in investing in the  securities of
         foreign issuers,  such as changes in foreign  currency  exchange rates.
         However,  by investing in ADRs rather than directly in foreign issuers'
         stock, the Fund avoids currency risks during the settlement  period. In
         general,  there is a large, liquid market in the United States for most
         ADRs.

The  following  text  replaces  the  third  paragraph  in the  section  entitled
"Investment Objectives, Policies and Risk Factors - Selection of Investments" on
page 11 in the  Prospectus  dated  April 1,  1998 for  Kemper  Contrarian  Fund,
Kemper-Dreman High Return Equity Fund, and Kemper Small Cap Value Fund:

         Selection of Investments

         Fundamental   analysis  is  used  on  companies   that  initially  look
         promising.  Earnings  and cash  flow  analysis  as well as a  company's
         conventional  dividend  payout  ratio are  important  to this  process.
         Typically,  the Funds will  consist of  approximately  25 to 50 stocks,
         diversified by both sector and industry,  although, as noted above, the
         High Return Equity Fund may, from time to time,  concentrate its assets
         in one or more market sectors.  Most  investments will be in securities
         of  domestic  companies,  but,  the Funds may also  invest up to 20% of
         their assets in securities of foreign companies through the acquisition
         of  American  Depository  Receipts  ("ADRs")  as  well as  through  the
         purchase of securities of foreign companies that are publicly traded in
         the United  States.  ADRs are receipts  issued by a U.S.  bank or trust
         company  evidencing  ownership  of  underlying  securities  issued by a
         foreign issuer. ADRs may be listed on a national securities exchange or
         may be traded in the  over-the-counter  market. While it is anticipated
         that under normal  circumstances  all Funds will be fully invested,  in
         order to conserve assets during  temporary  defensive  periods when the
         investment manager deems it appropriate, each Fund may invest up to 50%
         of its assets in cash or defensive-type securities,  such as high-grade
         debt securities,  securities of the U.S. Government or its agencies and
         high quality money market instruments, including repurchase agreements.
         Investments in such interest  bearing  securities will be for temporary
         defensive purposes only.

The  following  text  replaces  the third and fourth  paragraphs  in the section
entitled "Investment Objectives, Policies and Risk Factors - Kemper Value+Growth
Fund"  on  page  21  in  the  Prospectus  dated  February  1,  1998  for  Kemper
Value+Growth Fund:

         Value+Growth Fund

          The allocation between growth and value stocks in the Fund's portfolio
          will  be  made  by  the  investment  manager's  Quantitative  Research
          Department  with  the  help  of a  proprietary  model  that  evaluates
          macro-economic  factors such as the strength of the economy,  interest

<PAGE>
          rates  and  special  factors   concerning  growth  and  value  stocks.
          Historically, the performance of growth and value stocks has tended to
          be counter-cyclical, i.e., when one was in favor, the other was out of
          favor relative to the equity market in general. Through the allocation
          process, the investment manager will seek to weight the portfolio more


          heavily in the type of stocks  that are  believed  to present  greater
          return  opportunities  at the time.  The  neutral  allocation  between
          growth and value stocks would be 50%/50%.  The allocation to growth or
          value may be up to 75% at any time.  Allocation decisions are normally
          based upon  long-term  considerations  and changes  would  normally be
          expected  to be gradual.  There is no  assurance  that the  allocation
          process will improve investment results.

          In managing both the growth and value portions of the  portfolio,  the
          investment manager emphasizes stock selection and fundamental research
          in seeking to enhance long-term performance potential.  The investment
          manager considers a number of qualitative and quantitative  factors in
          considering  whether  to invest in a growth or value  stock  including
          return on equity,  earnings growth,  price to earnings,  price to book
          value and price to cash flow ratios,  dividend  yield,  level of debt,
          good  management  and industry  leadership.  Typically  stocks of both
          types will have a market capitalization in excess of $1 billion.

The following  text replaces  information  in the section  entitled  "Investment
Manager and Underwriter" on page 30 in the Prospectus dated February 1, 1998 for
Kemper  Value+Growth Fund and Kemper Quantitative Equity Fund; and on page 20 in
the Prospectus dated November 21, 1997 for Kemper Horizon 20+ Portfolio,  Kemper
10+ Portfolio and Kemper Horizon 5 Portfolio.

         INVESTMENT MANAGER AND UNDERWRITER

          Philip S. Fortuna is the lead portfolio manager for the Kemper Horizon
          Fund, Kemper  Value+Growth Fund, and Kemper  Quantitative Equity Fund.
          Mr. Fortuna joined Scudder Kemper in 1986 and is a Managing  Director.
          He served as Director of  Quantitative  Services from 1987 to 1993 and
          Director  of  Investment  Operations  from 1993 to 1995.  From 1995 to
          1997, he was involved in global  planning and new product  development
          in addition to his portfolio management responsibilities.  Mr. Fortuna
          currently oversees all of Scudder Kemper's quantitative activities.



August 17, 1998

[Inventory Code]



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