KEMPER VALUE PLUS GROWTH FUND
497, 1999-05-06
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                        KEMPER EQUITY FUNDS/GROWTH STYLE
                     Kemper Small Capitalization Equity Fund
                            Kemper Value+Growth Fund

                      SUPPLEMENT TO THE CURRENTLY EFFECTIVE
                       PROSPECTUS DATED FEBRUARY 1, 1999

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

The following disclosure replaces the first paragraph in the "Principal
strategies and investments" section on page 26 of the prospectus:

Under  normal  market  conditions,  the fund  invests  at least 65% of its total
assets in small  capitalization  stocks similar in size to those  comprising the
Russell 2000 Index.  The fund sells  securities of companies  that have grown in
market  capitalization above the maximum of the Russell 2000 Index, as necessary
to keep focused on smaller companies.

The following disclosure supplements the relevant language in the "Investment
Manager" section of the prospectus:

Robert D.  Tymoczko is the Lead  Portfolio  Manager for the Kemper  Value+Growth
Fund. Mr.  Tymoczko  joined  Scudder  Kemper in 1997 as a quantitative  research
analyst and is a Vice President.  He began his investment  career in 1996. Prior
to joining  Scudder Kemper he worked as an economic  consultant  specializing in
quantitative research and econometric consulting.





April 21, 1999


                                  (over please)


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