KEMPER QUANTITATIVE EQUITY FUND
N-30D, 1996-08-01
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<PAGE>   1
Kemper Quantitative Equity Fund
 
SEMIANNUAL REPORT TO SHAREHOLDERS
FOR THE PERIOD ENDED MAY 31, 1996

Seeking growth of capital and reduction of risk

     "...with this fund, we're offering a portfolio based on fundamental
      research and advanced quantitative technology -- seeking to reduce
          personal biases that an analyst or portfolio manager might
                      otherwise bring into the picture."
<PAGE>   2
Table of
Contents 
2
Terms to Know
3
General
Economic Overview
5
Performance Update
7
Industry Sectors
8
Individual Holdings
9
Portfolio of Investments
11
Financial Statements
13
Notes to
Financial Statements
15
Financial Highlights

AT A GLANCE

Kemper Quantitative Equity Fund Total Returns 
For the three-month period ended May 31, 
1996 (unadjusted for any sales charge)
 
                           [EQUITY FUNDS BAR GRAPH]

<TABLE>
<S>                                 <C>
- -------------------------------------------------------------------------------
CLASS A                              5.48%
- -------------------------------------------------------------------------------
CLASS B                              5.16%
- -------------------------------------------------------------------------------
CLASS C                              5.27%
- -------------------------------------------------------------------------------
LIPPER GROWTH FUNDS
  CATEGORY AVERAGE*                  6.97%
- -------------------------------------------------------------------------------
</TABLE> 

Returns are historical and do not represent future results. Returns and net
asset value fluctuate. Shares are redeemable at current net asset value, which
may be more or less than original cost.
 
*Lipper Analytical Services, Inc. returns are based upon changes in net asset
value with all dividends reinvested and do not include the effect of sales
charges and, if they had, results may have been less favorable.

NET ASSET VALUE
 
<TABLE>
<CAPTION>
                             AS OF     AS OF
                            5/31/96   2/15/96
- ---------------------------------------------
<S>                         <C>       <C>
KEMPER QUANTITATIVE EQUITY
  FUND CLASS A              $10.01     $9.50
- ---------------------------------------------
KEMPER QUANTITATIVE EQUITY
  FUND CLASS B              $ 9.98     $9.50
- ---------------------------------------------
KEMPER QUANTITATIVE EQUITY
  FUND CLASS C              $ 9.99     $9.50
- ---------------------------------------------
</TABLE>


TERMS TO KNOW

FUNDAMENTAL RESEARCH This research includes analysis of the balance sheets and
income statements of companies used to forecast their future stock price
movements. Fundamental analysis considers past records of assets, earnings,
sales, products, management and markets in helping predict future trends in
these indicators and of a company's success or failure. By appraising a firm's
prospects, this analysis may be used to help assess whether a particular stock
or group of stocks is undervalued or overvalued at its current market price.
 
GROWTH STOCK The stock of a company whose earnings growth has consistently
exceeded the growth rate of the overall market average and whose growth is
expected to continue or accelerate.
 
INDEX An unmanaged group of stocks that is considered representative of the
stock or bond markets. An index does not take into account any fees or expenses
related to the individual securities that it tracks. However, for performance
comparisons, the index is adjusted to reflect reinvestment of dividends of the
securities in the index.
 
INTRINSIC VALUE Valuation determined by applying data inputs to a valuation
theory or model. The resulting value is compared to the prevailing market price.
 
QUANTITATIVE Analysis dealing with measurable factors as distinguished from such
qualitative considerations as the character of management or the state of
employee morale. Examples of quantitative analysis include the value of assets;
the cost of capital; the historical and projected patterns of sales, costs and
profitability and a wide range of considerations in the area of economics.
 
SECTOR a specific industry group.
 
<PAGE>   3
GENERAL ECONOMIC OVERVIEW

[TIMBERS PHOTO] 

STEPHEN B. TIMBERS IS PRESIDENT, CHIEF EXECUTIVE AND CHIEF INVESTMENT OFFICER OF
ZURICH KEMPER INVESTMENTS, INC. (ZKI). ZKI AND ITS AFFILIATES MANAGE
APPROXIMATELY $78 BILLION IN ASSETS, INCLUDING $45 BILLION
IN RETAIL MUTUAL FUNDS. TIMBERS IS A GRADUATE OF YALE UNIVERSITY AND HOLDS AN
M.B.A. FROM HARVARD UNIVERSITY.

DEAR SHAREHOLDER,
 
The first six months of 1996 have provided a few surprises. As the year began,
most of us expected sluggish economic and corporate growth -- which the Federal
Reserve Board would address by reducing short-term interest rates. Yet, what we
experienced was stronger-than-anticipated economic growth, better corporate
earnings and rising interest rates. Although such surprises unsettled the bond
market, the stock market has followed a spectacular 1995 with strength so far
this year.

  Where is the economy headed now? Its direction is even less predictable as we
draw nearer to the November elections. Half of the country's leading economists
are forecasting 3 percent growth while an equal number are looking for no better
than 1 percent growth. At Kemper Funds, we suspect that the economy is growing
at a subpar rate of 2 percent. Although commodity prices may suggest otherwise,
we think inflation is holding at less than 3 percent. We see no reason to expect
the Fed to reduce rates to stimulate growth but neither is it likely to raise
rates significantly to control growth. In an environment of stable or gently
rising rates, we would expect corporate earnings to grow at a rate of about 7 to
8 percent -- that's somewhat higher than we believed likely at the start of the
year.

  Our forecast calls for a generally comfortable environment for investors. But
both the economy and the general direction of the markets are due for a
reversal. In July, the U.S. economy entered its 64th month of consecutive
growth. This is the longest expansion without a single quarter of negative
output growth since George Washington was president. Today's bull market started
in October 1990, which makes it one of the longest running bull markets in
history. By virtue of its length alone, the stock market is vulnerable to a
correction.

  As expected, volatility has returned to the market this year. For example: The
stock market's performance on March 8, the date that a surprisingly strong
employment report was released, betrayed some level of investor skittishness.
But while the Standard & Poor's lost 3.1 percent that day, it quickly regained
the ground and moved higher.

CONSUMERS AND JOB SECURITY
 
The restructuring of corporate America, which is generally credited for its
improved profitability, has been an important influence on the consumer. 
Economic growth is heavily dependent upon consumer spending which, in turn, is
a function of inflation, pay raises and fear of job loss.  While the first two
have not been a recent concern, fear of losing one's job has dampened consumer
confidence.

  Such anxiety in the workplace was the subject of a recent study by the
Council of Economic Advisors.  According to that report, more than two-thirds
of the new jobs created in the United States in 1994 and 1995 paid better than
the average job.  The report found that the rate at which jobs were eliminated
has risen slightly despite strong economic growth of recent years -- however, it
reported that the length of time most workers spent unemployed has declined.

  The graph below tracks Bureau of Labor Statistics data that show the
recent relationship between number of jobs created versus the number of jobs
lost.

                                 [LINE GRAPH]
<TABLE>
<CAPTION>
                      Jobs Created                  Jobs Lost
<S>                   <C>                           <C>
12/31/91               (300,000)                       40,000
12/31/92                120,000                       (30,000)
12/31/93                300,000                        70,000
12/31/94                180,000                        70,000
12/31/95                (80,000)                      (40,000)
3/31/96                 490,000                       (10,000)
</TABLE>

SOURCE: BUREAU OF LABOR STATISTICS
                                                                               3
<PAGE>   4
GENERAL ECONOMIC OVERVIEW

ECONOMIC GUIDEPOSTS

Economic activity is a key influence on investment performance and
shareholder decision-making. Periods of recession or boom, inflation or
deflation, credit expansion or credit crunch have a significant impact on 
mutual fund performance.  

  The following are some significant economic guideposts and their investment 
rationale that may help your investment decision-making. The 10-year Treasury 
rate and the prime rate are prevailing interest rates. The other data report 
year-to-year percentage changes.

<TABLE>
<CAPTION>
                        Now (5/31/96)   6 months ago   1 year ago   2 years ago

<S>                         <C>           <C>             <C>         <C>
10-year Treasury rate(1)     6.74           5.71            6.17        7.10    

Prime rate(2)                8.25           8.63            9.00        7.25    

Inflation rate(3)            2.96           2.60            3.04        2.56    

The U.S. dollar(4)           8.51          -2.58           -9.31        0.51    

Capital
 goods orders(5)             2.93          11.03           12.98       25.11    

Industrial production(6)     3.26           1.08            2.80        6.61    

Employment growth(7)         2.00           1.92            2.71        3.12
</TABLE>

(1) Falling interest rates in recent years have been a big plus for financial
    assets.

(2) The interest rate that commercial lenders charge their best borrowers.

(3) Inflation reduces an investor's real return. In the last five years, infla-
    tion has been as high as 6%. The low, moderate inflation of the last
    few years has meant high real returns.

(4) Changes in the exchange value of the dollar impact U.S. exporters
    and the value of U.S. firms' foreign profits.

(5) These influence corporate profits and equity performance.

(6) An influence on corporate profits and equity performance.

(7) An influence on family income and retail sales.

Source: Economics Department, Zurich Kemper Investments, Inc.
 

  Such ebb and flow is to be expected in investing, especially at this point in
the cycle. Attempting to "prepare" for a correction is futile, we believe. Those
whose caution caused them to excuse themselves from the market early this year,
for example, would have forgone its significant gain year to date.

  Several opportunities exist today for the careful investor. First, having
settled down some from a raucous 1995, the technology sector continues to enjoy
the product and market demand that make it the dominant sector of the 1990s.
Second, equity investors willing to look overseas may find opportunities in
countries whose economies today are at a point where the U.S. economy was in
1995. Our forecast assumes that strength in foreign markets could boost those
countries' currencies, which would weaken the value of the dollar.

  We expect the fixed-income markets to continue to be sensitive to interest
rate and inflation news. However, for as long as economic growth is positive and
earnings are growing, we believe the high-yield market is one market segment
that has significant potential.

  Finally, we look for political activity to have less and less bearing on the
markets' performance. Although they may continue to debate tax reform,
federal budget deficit reduction and health care reform, the incumbent
legislators are running out of time to take action before the November
elections. If there is any suspense by November, it is likely to be in whether
the Republicans can retain control of Congress. Their success would make a
balanced budget and tax reform likely agenda topics for 1997.

  With that as an economic backdrop, we encourage you to read the following
detailed report of your fund, including an interview with your fund's portfolio
management. Thank you for your continued support. We appreciate the opportunity
to serve your investment needs.
 
Sincerely,
 
/s/ Stephen B. Timbers 
 
STEPHEN B. TIMBERS
PRESIDENT, CHIEF INVESTMENT AND EXECUTIVE OFFICER
ZURICH KEMPER INVESTMENTS, INC.
 
July 2, 1996
 
4
<PAGE>   5
PERFORMANCE UPDATE

[BUKOWSKI PHOTO]

DANIEL J. BUKOWSKI, SENIOR VICE PRESIDENT AND DIRECTOR OF QUANTITATIVE RESEARCH
FOR ZURICH KEMPER INVESTMENTS INC., (ZKI) MANAGES KEMPER QUANTITATIVE EQUITY
FUND. HE HAS MORE THAN 10 YEARS OF EXPERIENCE IN THE CAPITAL MARKETS. BUKOWSKI
HOLDS A BACHELOR'S DEGREE AND AN M.B.A. FROM THE UNIVERSITY OF CHICAGO.


THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER ONLY
THROUGH THE END OF THE PERIOD OF THE REPORT, AS STATED ON THE COVER. THE
MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME, BASED ON MARKET AND OTHER 
CONDITIONS.


INTRODUCED IN FEBRUARY 1996, KEMPER QUANTITATIVE EQUITY FUND FEATURES A
DISCIPLINED INVESTMENT STYLE BASED IN PART ON DETAILED QUANTITATIVE RESEARCH.
PORTFOLIO MANAGER DAN BUKOWSKI DISCUSSES HIS APPROACH TO MANAGING THIS FUND,
FACTORS THAT HAVE INFLUENCED PERFORMANCE IN RECENT MONTHS AND HIS OUTLOOK GOING
FORWARD.
 
Q    DAN, WHAT LED KEMPER FUNDS TO OFFER A QUANTITATIVE EQUITY FUND AT
THIS TIME?

A    Fundamental research is really the cornerstone of all the Kemper equity
funds. Each portfolio manager uses data compiled by our team of
analysts as a basis for their investment decision-making. But with this fund,
we're offering a portfolio based on fundamental research and advanced
quantitative technology -- seeking to reduce the personal biases that an
analyst or portfolio manager might otherwise bring into the picture.
 
Q    WOULD YOU BRIEFLY EXPLAIN THE PROCESS THAT LEADS TO A STOCK BEING CHOSEN 
FOR THIS FUND?
 
A    To begin, our analysts conduct extensive research on more than 300 growth
companies to determine their future prospects. For "quality control"
these stocks are then reviewed to help ensure that they are consistent with
Kemper's own forecasts and with the outlook for various industries over the
next three to five years.
 
     Once that process is completed, we compare these companies using strict
quantitative criteria, then rank them according to their respective
"upside" potential. The result is a list of stocks that, from a purely
quantitative perspective, offer the most attractive potential returns.
 
     Finally, we use a fairly sophisticated computer model to compare different
combinations of the high-ranking stocks in an effort to identify the
"optimal" combination of risk and return. This process allows us to balance any
overweighting in a particular stock by underweighting another stock that has a
similar risk profile, or overweighting a stock with complementary risk
characteristics. 
 
Q    AND WHAT IS THE END RESULT?
 
A    By staying disciplined with regard to this process, we build a portfolio of
classic growth stocks that attempts to track the characteristics of our 
benchmark - the Russell 1000 Growth Index. By staying in line with the index,
we seek to control risk relative to the overall market for growth stocks.

     Our emphasis on valuation gives the fund a somewhat "contrarian" profile.
That is, we concentrate on stocks that are selling below their
intrinsic value. These are stocks whose prices have been driven below what
their underlying fundamentals would warrant because the market has overreacted
to something like an earnings disappointment or a delay in bringing a new
product to market.
 
                                                                               5
<PAGE>   6
PERFORMANCE UPDATE
 
Q    WHAT STOCKS HAVE BEEN THE BEST PERFORMERS SO FAR THIS YEAR? WHAT HAS HELD
THE FUND BACK?
 
A    We've had some very good returns from our financial stocks -- names like
NationsBank, First USA and Federal National Mortgage Association
("Fannie Mae") -- as well as a number of our technology positions, which were
established after a broad-based sell-off. Consumer-related stocks did well,
although we haven't established as large a weighting in this area as we'd like.
 
     That leads to one of the factors that held the fund back a bit. Consumer
non-durables -- particularly the big beverage companies like Coca Cola
and Pepsi -- performed quite well during the second quarter of this year. From
our perspective, stocks in this sector were generally too expensive; we
anticipated adding to selected issues on temporary pull-backs. Unfortunately,
they've kept rallying and we haven't yet seen any compelling opportunities. So,
additional exposure to some of these stocks would have certainly boosted our
returns. More exposure to the basic industry stocks would have helped, too.
Nevertheless, we've achieved some good returns by staying true to our
discipline.
 
Q    WHAT KIND OF TRADING ACTIVITY HAS OCCURRED DURING THESE FIRST FEW MONTHS?
 
A    Since we started with a relatively small asset base, the biggest challenge
has been to develop a well-diversified portfolio that resembles the
general make-up of the index. We began with about 20 stocks in February,
primarily large household names like Procter & Gamble, General Electric, Walt
Disney, NationsBank and Enron. During the following months, we added some drug
and health care stocks, a few wireless communications companies and a couple of
tobacco stocks that have been pretty undervalued relative to their
fundamentals.
 
     Now, having risen to $2.5 million in assets and a portfolio of about 60
stocks as of May 31, we're at a point where the portfolio is fairly
well diversified among industries and companies. On the sell side, there hasn't
been much activity yet, except for a handful of stocks like Federated
Department Stores, which met our established price targets a bit faster than we
anticipated.
 
Q    WHAT KIND OF STOCKS DO YOU ANTICIPATE ADDING IN THE COMING MONTHS?
 
A    It's hard to foresee where the opportunities will present themselves. I'd
suspect we'll add some more consumer non-durables and possibly more in
the area of finance and health care delivery.
 
Q    WILL THE TREND TOWARD HIGHER INTEREST RATES OR CONCERNS ABOUT INFLATION 
INFLUENCE YOUR CHOICES?
 
A    No. That goes back to the discipline I talked about earlier. Our stock
selection won't be influenced by conjecture about macroeconomic factors
like inflation or interest rates. We'll work solely from the data accumulated
in our research process.
 
Q    WHAT IS YOUR GENERAL OUTLOOK FOR THE MARKET AND FOR KEMPER QUANTITATIVE    
EQUITY FUND DURING THE REST OF 1996?
 
A    Generally positive. The current economic environment -- particularly the

slowdown in corporate earnings growth -- should favor growth stocks going       
forward. We believe the fund is well positioned for competitive returns    
through the rest of the year.
 
6
<PAGE>   7
INDUSTRY SECTORS

 
A COMPARISON WITH THE RUSSELL 1000 GROWTH INDEX*
 
                        [RUSSELL COMPARISON BAR GRAPH]

DATA SHOW THE PERCENTAGE OF THE COMMON STOCKS IN THE PORTFOLIO THAT EACH SECTOR
OF THE KEMPER QUANTITATIVE EQUITY FUND REPRESENTED ON MAY 31, 1996, COMPARED TO
THE INDUSTRY SECTORS THAT MAKE UP THE FUND'S BENCHMARK, THE RUSSELL 1000 GROWTH
INDEX.

<TABLE>
<CAPTION>
                             KEMPER QUANTITATIVE            RUSSELL 1000 GROWTH
                             EQUITY FUND ON 5/31/96         INDEX ON 5/31/96

<S>                               <C>                            <C>

CONSUMER NONDURABLES               27.1%                          31.8%
TECHNOLOGY                         26.3%                          16.6%
HEALTH CARE                        17.5%                          15.1%
FINANCE                            13.4%                           8.5%
CAPITAL GOODS                       7.6%                          10.7%
UTILITIES                           3.8%                           7.2%
CONSUMER DURABLES                   2.1%                           1.1%
BASIC INDUSTRIES                    1.9%                           5.0%
ENERGY                              0.3%                           3.2%
TRANSPORTATION                      0.0%                           0.8%

</TABLE>

 
* THE RUSSELL 1000 GROWTH INDEX IS AN UNMANAGED INDEX COMPRISED OF COMMON STOCKS
OF LARGER U.S. COMPANIES WITH GREATER THAN AVERAGE GROWTH ORIENTATION AND
REPRESENTS THE UNIVERSE OF STOCKS FROM WHICH "EARNINGS/GROWTH" MONEY MANAGERS
TYPICALLY SELECT.
 
                                                                               7
<PAGE>   8
INDIVIDUAL HOLDINGS

THE FUND'S 10 LARGEST HOLDINGS*
REPRESENTING 27.9% OF THE FUND'S TOTAL NET ASSETS ON MAY 31, 1996
 
- --------------------------------------------------------------------------------
HOLDINGS                                                                 PERCENT
- --------------------------------------------------------------------------------
1.  Philip       The largest cigarette maker in the U.S. Through its       4.0%
    Morris       Miller Brewing subsidiary, it is also the country's       
    Companies    second-largest brewer. This company is also a major       
                 branded food producer through its Kraft and General       
                 Foods subsidiaries.                                       
                                                                           
2.  Federal      Often referred to as "Fannie Mae", this is a private      3.1%
    National     corporation federally chartered to provide financial      
    Mortgage     products and services that increase the availability and  
    Association  affordability of housing to low, moderate and             
                 middle-income Americans.                                  
                                                                           
3.  Procter &    Manufactures and distributes a wide variety of household  2.8%
    Gamble Co.   products consisting of laundry and cleaning products,     
                 diapers, personal care products and food products.        
                                                                           
4.  UST, Inc.    Manufactures and sells moist snuff, wine and other        2.8%
                 products.                                                 
                                                                           
5.  Abbott       Engaged in the discovery, development, manufacture and    2.8%
    Laboratories sale of a broad and diversified line of health care       
                 products and services.                                    
                                                                           
6.  Walt Disney  Engaged in family entertainment such as theme parks,      2.7%
    Company      resorts, films, television and consumer products.         
                                                                           
7.  General      Operates in major businesses including power generators,  2.6%
    Electric     appliances, lighting, plastics, medical systems,          
    Co.          aircraft engines, financial services and broadcasting.    
                                                                           
8.  Intel Corp.  Designs, develops, manufactures and sells advanced        2.4%
                 micro-computer components such as integrated circuits     
                 and other related products.                               
                                                                           
9.  Carnival     A company with subsidiaries engaged in the operation of   2.4%
    Corp.        cruise lines, Carnival Corp. also operates a resort and   
                 casino complex as well as hotel, transportation and tour  
                 businesses.                                               
                                                                           
10. Merck &      A leading research-driven pharmaceutical products and      2.3%
    Co., Inc.    services company. Merck discovers, develops,
                 manufactures and markets a broad range of innovative
                 products to improve human and animal health.
 
*The fund's composition and holdings are subject to change.
 
 8
<PAGE>   9
PORTFOLIO OF INVESTMENTS
 
KEMPER QUANTITATIVE EQUITY FUND
Portfolio of Investments at May 31, 1996
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                                            NUMBER OF SHARES         VALUE 
- -----------------------------------------------------------------------------------------------------------
<S>                           <C>                                                       <C>        <C>
COMMON STOCKS


BASIC INDUSTRIES--1.9%        (a)FMC Corp.                                                700      $ 47,000
- -----------------------------------------------------------------------------------------------------------
CAPITAL GOODS--7.6%              Emerson Electric Co.                                     600        51,000
                                 General Electric Co.                                     800        66,000
                                 Xerox Corporation                                        300        47,000
                                 York International Corp.                                 500        26,000
                                 -------------------------------------------------------------------------- 
                                                                                                    190,000
- -----------------------------------------------------------------------------------------------------------
COMPUTER HARDWARE--12.1%      (a)Bay Networks                                           1,300        38,000
                              (a)Cisco Systems                                            800        44,000
                              (a)Compaq Computer Corp.                                  1,000        49,000
                              (a)EMC Corp.                                              2,000        44,000
                              (a)International Business Machines Corp.                    400        43,000
                              (a)Seagate Technology                                       700        41,000
                              (a)3Com Corporation                                         900        44,000
                                 -------------------------------------------------------------------------- 
                                                                                                    303,000
- -----------------------------------------------------------------------------------------------------------
CONSUMER CYCLICALS--5.0%         Manpower, Inc.                                           900        35,000
                                 Mattel, Inc.                                           2,000        55,000
                                 Newell Co.                                             1,200        36,000
                                 -------------------------------------------------------------------------- 
                                                                                                    126,000
- -----------------------------------------------------------------------------------------------------------
CONSUMER DURABLES--2.1%          Leggett & Platt Incorporated                             400        11,000
                                 Singer Company N.V.                                    2,000        41,000
                                 -------------------------------------------------------------------------- 
                                                                                                     52,000
- -----------------------------------------------------------------------------------------------------------
CONSUMER STAPLES--22.1%          American Greetings Corp.                               1,500        41,000
                                 Carnival Corp.                                         2,000        60,000
                              (a)Cox Communications Inc.                                2,000        45,000
                                 Walt Disney Company                                    1,100        67,000
                              (a)Franklin Quest Co.                                     1,200        26,000
                                 Philip Morris Companies                                1,000        99,000
                                 Procter & Gamble Co.                                     800        70,000
                              (a)Tele-Communications, Inc.                              2,000        38,000
                                 UST, Inc.                                              2,100        69,000
                                 Wendy's International                                  2,100        38,000
                                                                                                    553,000
- -----------------------------------------------------------------------------------------------------------
ENERGY--.3%                      Enron Corp.                                              200         8,000
- -----------------------------------------------------------------------------------------------------------
FINANCE--13.4%                   American General Corp.                                   500        18,000
                                 American International Group, Inc.                       200        19,000
                                 Federal National Mortgage Association                  2,500        77,000
                                 First Union Corp.                                        300        18,000
                                 First USA                                                800        46,000
                                 ITT Hartford Group                                       200        10,000
                                 MBIA Inc.                                                100         8,000
                                 MGIC Investment Corp.                                    400        24,000
                                 Merrill Lynch & Co.                                      300        19,000
                                 NationsBank                                              600        49,000
                                 Providian Corp.                                          400        17,000
                                 Travelers Group                                          750        31,000
                                 -------------------------------------------------------------------------- 
                                                                                                    336,000
- -----------------------------------------------------------------------------------------------------------
</TABLE>
 
                                                                              9
<PAGE>   10
PORTFOLIO OF INVESTMENTS

 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                                                                             NUMBER OF SHARES         VALUE
- -------------------------------------------------------------------------------------------------------------
<S>                              <C>                                                    <C>      <C>        
HEALTH CARE--17.5%               Abbott Laboratories                                    1,600    $   69,000
                              (a)Foundation Health Corp.                                1,400        56,000
                                 Glaxo Wellcome, ADR                                    1,400        37,000
                                 Johnson & Johnson                                        400        39,000
                                 Mallinckrodt Group                                     1,100        41,000
                                 Merck & Co., Inc.                                        900        58,000
                              (a)Mid Atlantic Medical Services, Inc.                    2,200        42,000
                              (a)Sandoz Ltd.                                              900        47,000
                                 United Healthcare Corp.                                  900        49,000
                                 ----------------------------------------------------------------------------
                                                                                                    438,000
- -------------------------------------------------------------------------------------------------------------
SEMICONDUCTORS--14.2%         (a)Applied Materials, Inc.                                1,100        41,000
                              (a)Atmel Corporation                                        600        21,000
                                 Intel Corp.                                              800        60,000
                              (a)LSI Logic Corp.                                          800        25,000
                                 Linear Technology Corp.                                1,400        48,000
                              (a)Maxim Integrated Products                              1,200        41,000
                              (a)Microchip Technology                                   1,600        41,000
                              (a)Novellus Systems                                         900        44,000
                                 Texas Instruments                                        600        34,000
                                 ----------------------------------------------------------------------------
                                                                                                    355,000
- -------------------------------------------------------------------------------------------------------------
UTILITIES--3.7%                  AT&T                                                     700        44,000
                              (a)Paging Network, Inc.                                   2,200        50,000
                                 ----------------------------------------------------------------------------
                                                                                                     94,000
                                 ----------------------------------------------------------------------------
                                 TOTAL COMMON STOCKS--99.9%
                                 (Cost: $2,459,000)                                               2,502,000
                                 ----------------------------------------------------------------------------
                                 CASH AND OTHER ASSETS, LESS LIABILITIES--.1%                         1,000
                                 ----------------------------------------------------------------------------
                                 NET ASSETS--100%                                                $2,503,000
                                 ----------------------------------------------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
NOTES TO PORTFOLIO OF INVESTMENTS
- --------------------------------------------------------------------------------
(a) Non-income producing security.
 
Based on the cost of investments of $2,459,000 for federal income tax purposes
at May 31, 1996, the gross unrealized appreciation was $92,000, the gross
unrealized depreciation was $49,000 and the net unrealized appreciation on
investments was $43,000.
 
See accompanying Notes to Financial Statements.
 
 10
<PAGE>   11
FINANCIAL STATEMENTS

 
STATEMENT OF ASSETS AND LIABILITIES
May 31, 1996


<TABLE>
<S>                                                                                          <C>
- -------------------------------------------------------------------------------------------------------
ASSETS
- -------------------------------------------------------------------------------------------------------
Investments, at value
(Cost: $2,459,000)                                                                           $2,502,000
Cash                                                                                             11,000
Receivable for:
  Investments sold                                                                               14,000
  Dividends                                                                                       3,000
    TOTAL ASSETS                                                                              2,530,000
- -------------------------------------------------------------------------------------------------------
 
- -------------------------------------------------------------------------------------------------------
LIABILITIES AND NET ASSETS
- -------------------------------------------------------------------------------------------------------
Payable for:
  Investments purchased                                                                          23,000
  Management fee                                                                                  1,000
  Distribution services fee                                                                       1,000
  Custodian and transfer agent fees and related expenses                                          1,000
  Other                                                                                           1,000
    Total liabilities                                                                            27,000
NET ASSETS                                                                                   $2,503,000
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
ANALYSIS OF NET ASSETS
- -------------------------------------------------------------------------------------------------------
Paid-in capital                                                                              $2,446,000
Undistributed net realized gain on investments                                                   11,000
Net unrealized appreciation on investments                                                       43,000
Undistributed net investment income                                                               3,000
NET ASSETS APPLICABLE TO SHARES OUTSTANDING                                                  $2,503,000
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
THE PRICING OF SHARES
- -------------------------------------------------------------------------------------------------------
CLASS A SHARES
  Net asset value and redemption price per share
  ($955,600 / 95,500 shares outstanding)                                                         $10.01
- -------------------------------------------------------------------------------------------------------
  Maximum offering price per share
  (net asset value, plus 6.10% of
  net asset value or 5.75% of offering price)                                                    $10.62
- -------------------------------------------------------------------------------------------------------
CLASS B SHARES
  Net asset value and redemption price
  (subject to contingent deferred sales charge) per share
  ($835,600 / 83,700 shares outstanding)                                                          $9.98
- -------------------------------------------------------------------------------------------------------
CLASS C SHARES
  Net asset value and redemption price
  (subject to contingent deferred sales charge) per share
  ($712,100 / 71,300 shares outstanding)                                                          $9.99
- -------------------------------------------------------------------------------------------------------
</TABLE>
 
See accompanying Notes to Financial Statements.
 
                                                                              11
<PAGE>   12
FINANCIAL STATEMENTS

For the period from February 15, 1996 
(commencement of operations) to May 31, 1996
 
STATEMENT OF OPERATIONS


<TABLE>
<S>                                                         <C>
- ----------------------------------------------------------------------
NET INVESTMENT INCOME                                       
- ----------------------------------------------------------------------
  Dividends                                                    $ 4,000
  Interest                                                       1,000
    Total investment income                                      5,000
Expenses:                                                   
  Management fee                                                 2,000
  Distribution services fee                                      1,000
  Custodian and transfer agent fees and related expenses         1,000
  Professional fees                                              1,000
    Total expenses                                               5,000
NET INVESTMENT INCOME                                               --
- ----------------------------------------------------------------------
                                                            
- ----------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS            
- ----------------------------------------------------------------------
  Net realized gain on sales of investments                     11,000
  Change in net unrealized appreciation on investments          43,000
Net gain on investments                                         54,000
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS           $54,000
- ----------------------------------------------------------------------
                                                            
STATEMENT OF CHANGES IN NET ASSETS                          
- ----------------------------------------------------------------------
OPERATIONS AND CAPITAL SHARE ACTIVITY                      
- ----------------------------------------------------------------------
  Net investment income                                     $       --
  Net realized gain                                             11,000
  Change in net unrealized appreciation                         43,000
Net increase in net assets resulting from operations            54,000
Net equalization credits                                         3,000
Net increase from capital share transactions                 2,346,000
TOTAL INCREASE IN NET ASSETS                                 2,403,000
- ----------------------------------------------------------------------
                                                            
- ----------------------------------------------------------------------
NET ASSETS                                                  
- ----------------------------------------------------------------------
Beginning of period                                            100,000
END OF PERIOD (including undistributed                      
net investment income of $3,000)                            $2,503,000
- ----------------------------------------------------------------------
</TABLE>
 
 12
<PAGE>   13
NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------
1  DESCRIPTION OF THE FUND 

                    Kemper Quantitative Equity Fund is an open-end management
                    investment company organized as a business trust under the
                    laws of Massachusetts. The Fund currently offers four
                    classes of shares. Class A shares 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. Class C shares are sold without an
                    initial sales charge but are subject to higher ongoing
                    expenses than Class A shares and, for shares sold on or
                    after April 1, 1996, a contingent deferred sales charge
                    payable upon certain redemptions within one year of
                    purchase. Class C shares do not convert into another class.
                    Class I shares (none sold through May 31, 1996) are offered
                    to a limited group of investors, are not subject to initial
                    or contingent deferred sales charges and have lower ongoing
                    expenses than other classes. Differences in class expenses
                    will result in the payment of different per share income
                    dividends by class. Each share represents an identical
                    interest in the investments of the Fund and has the same
                    rights.

- --------------------------------------------------------------------------------
2  SIGNIFICANT
   ACCOUNTING POLICIES     

                    INVESTMENT VALUATION. Investments are stated at value.
                    Portfolio securities that are traded on a domestic
                    securities exchange or securities listed on the NASDAQ
                    National Market are valued at the last sale price on the
                    exchange or market where primarily traded or listed or, if
                    there is no recent sale, at the last current bid quotation.
                    Portfolio securities that are primarily traded on foreign
                    securities exchanges are generally valued at the preceding
                    closing values of such securities on their respective
                    exchanges where primarily traded. Securities not so traded
                    or listed are valued at the last current bid quotation if
                    market quotations are available. Fixed income securities are
                    valued by using market quotations, or independent pricing
                    services that use prices provided by market makers or
                    estimates of market values obtained from yield data relating
                    to instruments or securities with similar characteristics.
                    Equity options are valued at the last sale price unless the
                    bid price is higher or the asked price is lower, in which
                    event such bid or asked price is used. Financial futures and
                    options thereon are valued at the settlement price
                    established each day by the board of trade or exchange on
                    which they are traded. Forward foreign currency contracts
                    are valued at the forward rates prevailing on the day of
                    valuation. Other securities and assets are valued at fair
                    value as determined in good faith by the Board of Trustees.
 
                    INVESTMENT TRANSACTIONS AND INVESTMENT INCOME. Investment
                    transactions are accounted for on the trade date (date the
                    order to buy or sell is executed). Dividend income is
                    recorded on the ex-dividend date, and interest income is
                    recorded on the accrual basis and includes discount
                    amortization on money market instruments. Realized gains and
                    losses from investment transactions are reported on an
                    identified cost basis.
 
                    FUND SHARE VALUATION. Fund shares are sold and redeemed on a
                    continuous basis at net asset value (plus an initial sales
                    charge on most sales of Class A shares). Proceeds payable on
                    redemption of Class B and Class C shares will be reduced by
                    the amount of any applicable contingent
 
                                                                              13
<PAGE>   14
NOTES TO FINANCIAL STATEMENTS
 
                             deferred sales charge. On each day the New York
                             Stock Exchange is open for trading, the net asset
                             value per share is determined as of the earlier of
                             3:00 p.m. Chicago time or the close of the
                             Exchange. The net asset value per share is
                             determined separately for each class by dividing
                             the Fund's net assets attributable to that class by
                             the number of shares of the class outstanding.
 
                             FEDERAL INCOME TAXES. The Fund has complied with
                             the special provisions of the Internal Revenue Code
                             available to investment companies during the period
                             ended May 31, 1996.
 
                             DIVIDENDS TO SHAREHOLDERS. The Fund declares and
                             pays dividends of net investment income and net
                             realized capital gains annually, which are recorded
                             on the ex-dividend date. Dividends are determined
                             in accordance with income tax principles which may
                             treat certain transactions differently from
                             generally accepted accounting principles.
 
                             EQUALIZATION ACCOUNTING. A portion of proceeds from
                             sales and cost of redemptions of Fund shares is
                             credited or charged to undistributed net investment
                             income so that income per share available for
                             distribution is not affected by sales or
                             redemptions of shares.


- --------------------------------------------------------------------------------
3  TRANSACTIONS              MANAGEMENT AGREEMENT. The Fund has a management
   WITH AFFILIATES           agreement with Zurich Kemper Investments, Inc.
                             (ZKI) (formerly known as Kemper Financial Services,
                             Inc.) and pays a management fee at an annual rate
                             of .58% of the first $250 million of average daily
                             net assets declining to .42% of average daily net
                             assets in excess of $12.5 billion. The Fund
                             incurred a management fee of $2,000 for the period
                             ended May 31, 1996.
 
                             UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT.
                             The Fund has an underwriting and distribution
                             services agreement with Kemper Distributors, Inc.
                             (KDI). For services under the distribution services
                             agreement, the Fund pays KDI a fee of .75% of
                             average daily net assets of Class B and Class C
                             shares. Pursuant to the agreement, KDI enters into
                             related selling group agreements with various firms
                             at various rates for sales of Class B and Class C
                             shares. In addition, KDI receives any contingent
                             deferred sales charges from redemptions of Class B
                             and Class C shares. Distribution fees and
                             commissions paid in connection with the sale of
                             Class B and Class C shares are as follows:
 
<TABLE>
<CAPTION>
                                                                            COMMISSIONS AND       
                                                                           DISTRIBUTION FEES      
                                                                              PAID BY KDI         
                                                 DISTRIBUTION FEES    ----------------------------
                                                  RECEIVED BY KDI     TO ALL FIRMS   TO AFFILIATES
                                                -------------------   ------------   -------------
                             <S>                <C>                   <C>            <C>          
                             Period ended                                                         
                             May 31, 1996             $ 1,000             1,000            --     
</TABLE>

 
                             ADMINISTRATIVE SERVICES AGREEMENT. The Fund has an
                             administrative services agreement with KDI. For
                             providing information and administrative services
                             to shareholders, the Fund pays KDI a fee at an
                             annual rate of up to .25% of average daily net
                             assets. KDI in turn has various agreements with
                             financial services firms that provide these
                             services and pays these firms based on assets of
                             Fund accounts the firms service.
 
 14
<PAGE>   15
NOTES TO FINANCIAL STATEMENTS
 
                             SHAREHOLDER SERVICES AGREEMENT. Pursuant to a
                             services agreement with the Fund's transfer agent,
                             Kemper Service Company is the shareholder service
                             agent of the Fund.
 
                             OFFICERS AND TRUSTEES. Certain officers or trustees
                             of the Fund are also officers or directors of ZKI.
                             During the period ended May 31, 1996, the Fund made
                             no payments to its officers or trustees.
 
- --------------------------------------------------------------------------------
4  INVESTMENT                For the period ended May 31, 1996, investment      
   TRANSACTIONS              transactions (excluding short-term instruments) are
                             as follows:                                        
                                                                                
                             Purchases                                $2,561,000
                             Proceeds from sales                         113,000
                             
- --------------------------------------------------------------------------------
5  CAPITAL SHARE             The following table summarizes the activity in
   TRANSACTIONS              capital shares of the Fund:                 
                           
 
<TABLE>
<CAPTION>
                                                                                 FEBRUARY 15, 1996 TO
                                                                                     MAY 31, 1996
                                                                                -----------------------
                                                                                SHARES           AMOUNT
                             --------------------------------------------------------------------------
                            
                             SHARES SOLD
                             --------------------------------------------------------------------------
                             <S>                                                <C>          <C>
                             Class A                                            94,000       $  915,000
                             Class B                                            82,000          802,000
                             Class C                                            67,000          666,000
                             --------------------------------------------------------------------------
                             SHARES REDEEMED
                             --------------------------------------------------------------------------
                             Class A                                            (2,000)         (20,000)
                             Class B                                            (2,000)         (17,000)
                             --------------------------------------------------------------------------
                             NET INCREASE FROM CAPITAL SHARE TRANSACTIONS                    $2,346,000
                             ==========================================================================
</TABLE>

FINANCIAL HIGHLIGHTS
 
For the period from February 15, 1996 
(commencement of operations) to May 31, 1996
 
<TABLE>
<CAPTION>                                                    
- ----------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE                    CLASS A             CLASS B               CLASS C
- ----------------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>                 <C>         
Net asset value, beginning of period                    $ 9.50                9.50                9.50
Income from investment operations:
  Net investment income                                     --                  --                  --
  Net realized and unrealized gain                         .51                 .48                 .49
Total from investment operations                           .51                 .48                 .49
Net asset value, end of period                          $10.01                9.98                9.99
- ----------------------------------------------------------------------------------------------------------
TOTAL RETURN (NOT ANNUALIZED)                             5.37%               5.05                5.16

- ----------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (ANNUALIZED)
- ---------------------------------------------------------------------------------------------------------- 
Expenses                                                  1.49%               2.45                2.42
Net investment income                                       --                  --                  --
- ----------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA FOR ALL CLASSES
- ----------------------------------------------------------------------------------------------------------
Net assets at end of period                                                                 $2,503,000
Portfolio turnover rate (annualized)                                                                32%
- ----------------------------------------------------------------------------------------------------------
Average commission rate paid per share on stock transactions for the period ended May 31, 1996 was $.0592.
- ----------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: Total return does not reflect the effect of any sales charges.
 
                                                                              15
<PAGE>   16
TRUSTEES AND OFFICERS


 
TRUSTEES                                        OFFICERS
 
STEPHEN B. TIMBERS                              DANIEL J. BUKOWSKI   
President and Trustee                           Vice President       

DAVID W. BELIN                                                       
Trustee                                         
                                                JOHN E. NEAL         
LEWIS A. BURNHAM                                Vice President       
Trustee                                                              

DONALD L. DUNAWAY                               JOHN E. PETERS       
Trustee                                         Vice President       
                                                                     
ROBERT B. HOFFMAN                               STEVEN H. REYNOLDS   
Trustee                                         Vice President       
                                                                     
DONALD R. JONES                                 PHILIP J. COLLORA    
Trustee                                         Vice President       
                                                and Secretary        
DOMINIQUE P. MORAX                                                   
Trustee                                         JEROME L. DUFFY      
                                                Treasurer            
SHIRLEY D. PETERSON                                                  
Trustee                                         ELIZABETH C. WERTH   
                                                Assistant Secretary  
WILLIAM P. SOMMERS                                                   
Trustee








- --------------------------------------------------------------------------------
LEGAL COUNSEL                  VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                               222 North LaSalle Street
                               Chicago, IL 60601
                              
                                                                           
- --------------------------------------------------------------------------------
SHAREHOLDER SERVICE AGENT      KEMPER SERVICE COMPANY
                               P.O. Box 419557
                               Kansas City, MO 64141
                               1-800-621-1048
 
- --------------------------------------------------------------------------------
CUSTODIAN AND TRANSFER AGENT   INVESTORS FIDUCIARY TRUST COMPANY 
                               127 West 10th Street              
                               Kansas City, MO 64105             
                                                                 
                           
- --------------------------------------------------------------------------------
INVESTMENT MANAGER             ZURICH KEMPER INVESTMENTS, INC.
                           
 
PRINCIPAL UNDERWRITER          KEMPER DISTRIBUTORS, INC.               
                               120 S. LaSalle Street  Chicago, IL 60603
                               http://www.kemper.com                   
                                                                       
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KQEF - 3 (7/96)
               
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