KEMPER VALUE PLUS GROWTH FUND
497, 1999-03-25
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             KEMPER EQUITY                              KEMPER EQUITY 
            FUNDS/VALUE STYLE                         FUNDS/GROWTH STYLE

          Kemper Contrarian Fund                 Kemper Aggressive Growth Fund
  Kemper-Dreman Financial Services Fund              Kemper Blue Chip Fund
  Kemper-Dreman High Return Equity Fund            Kemper Classic Growth Fund
   Kemper Small Cap Relative Value Fund              Kemper Growth Fund
        Kemper Small Cap Value Fund               Kemper Small Capitalization 
       Kemper U.S. Growth and Income Fund                 Equity Fund
            Kemper Value Fund                        Kemper Technology Fund
         SUPPLEMENT TO PROSPECTUS                  Kemper Total Return Fund
          DATED FEBRUARY 1, 1999                   Kemper Value+Growth Fund
           ------------------                      SUPPLEMENT TO PROSPECTUS
                                                     DATED FEBRUARY 1, 1999
          KEMPER ASSET  ALLOCATION                     ------------------
                  FUNDS              
                                                    KEMPER TARGET EQUITY
         Kemper Horizon 20+ Portfolio                      FUNDS
        Kemper  Horizon 10+ Portfolio
         Kemper Horizon 5 Portfolio            Kemper Retirement Fund Series VII
          SUPPLEMENT TO PROSPECTUS                  SUPPLEMENT TO PROSPECTUS
          DATED NOVEMBER 30, 1998                   DATED NOVEMBER 30, 1998 
            ------------------                         ------------------    

The following disclosure  supplements the disclosure in the "Special Features --
Exchange  Privilege" section of the prospectus for all funds:

Effective June 1, 1999, in addition to the current limits on exchanges of shares
with a value over $1,000,000, shares of a Kemper Fund with a value of $1,000,000
or less (except  Kemper Cash  Reserves  Fund)  acquired by exchange from another
Kemper Fund, or from a Money Market Fund, may not be exchanged  thereafter until
they have been owned for 15 days if, in the investment manager's judgement,  the
exchange  activity  may have an adverse  effect on the fund.  In  particular,  a
pattern of  exchanges  that  coincides  with a "market  timing"  strategy may be
disruptive  to the Fund and  therefore may be subject to the 15-Day Hold Policy.

For Kemper Horizon 20+ Portfolio, Kemper Horizon 10+ Portfolio, Kemper Horizon 5
Portfolio,  and Kemper  Retirement  Fund Series VII,  the  following  disclosure
supplements the disclosure in the currently effective  prospectus:

On September 7, 1998, Zurich Insurance Company ("Zurich"), the majority owner of
Scudder Kemper Investments, Inc. (the "Adviser"), entered into an agreement with
B.A.T  Industries  p.l.c.  ("B.A.T"),  pursuant to which the financial  services
businesses of B.A.T were combined with Zurich's  businesses to form a new global
insurance and financial  services  company known as Zurich  Financial  Services.
Upon  consummation  of  the  transaction,   each 

March 29, 1999

<PAGE>

Fund's investment  management agreement with the Adviser was deemed to have been
assigned and, therefore,  terminated. The Board of Trustees of each Fund and the
shareholders  of each Fund have approved a new investment  management  agreement
with the Adviser,  which is  substantially  identical  to the former  investment
management  agreement,  except for the dates of execution  and  termination.

At special  meetings of the  shareholders of each Fund held on December 17, 1998
(the "Special Meetings"),  the shareholders confirmed the following: as a matter
of  fundamental  policy,  each  Fund is  classified  as a  diversified  open-end
investment  company,  or  as a  diversified  series  of an  open-end  investment
company,  under the  Investment  Company Act of 1940 (the "1940  Act"),  but the
shareholders  voted to  eliminate  any  additional  fundamental  diversification
policies.

Additionally,  at each Fund's Special  Meeting,  the  shareholders  approved the
reclassification  of  each  Fund's  investment   objective(s)  and  policies  as
non-fundamental, with the exception of those policies required to be fundamental
by the 1940 Act. An objective or policy which is non-fundamental  may be changed
or eliminated by a Fund's Board of Trustees without a vote of the  shareholders.

For Kemper Value Fund, the following disclosure replaces the example in the "Fee
and expense  information"  section on page 34 of the  prospectus:

Example

This  example is to help you compare the cost of  investing in the fund with the
cost of investing in other mutual funds.

This example illustrates the impact of the above fees and expenses on an account
with an initial  investment of $10,000,  based on the expenses  shown above.  It
assumes a 5% annual return,  the reinvestment of all dividends and distributions
and "annual fund operating  expenses"  remaining the same each year. The example
is  hypothetical:  actual fund expenses and returns vary from year to year,  and
may be higher or lower than those  shown.  The example  does not  reflect  sales
charges (loads) on reinvested dividends and other distributions.  If these sales
charges were included, your costs would be higher.

Fees and expenses if you sold shares after:

                              Class A               Class B          Class C
                              -------               -------          -------

1 Year                          $704                  $615              $314
3 Years                         $975                  $964              $661
5 Years                       $1,267                $1,339            $1,134
10 Years                      $2,095                $2,070            $2,441

Fees and expenses if you did not sell your shares:

                              Class A               Class B          Class C
                              -------               -------          -------

1 Year                          $704                  $215              $214
3 Years                         $975                  $664              $661
5 Years                       $1,267                $1,139            $1,134
10 Years                      $2,095                $2,070            $2,441


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