KEMPER TOTAL RETURN FUND
485BPOS, 2001-01-10
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                 As filed with the Securities and Exchange Commission

                               on January 10, 2001

                        Securities Act File No. 333-51378

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-14

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / x /

       Pre-Effective Amendment No. / / Post-Effective Amendment No. 1 /X/

                              KEMPER TOTAL RETURN FUND
                 (Exact Name of Registrant as Specified in Charter)

               222 South Riverside Plaza, Chicago, Illinois 60606
               (Address of Principal Executive Offices) (Zip Code)

                                Philip J. Collora
                            Kemper Total Return Fund
                            222 South Riverside Plaza
                             Chicago, Illinois 60606
                     (Name and Address of Agent for Service)

                                 (312) 781-1121
                  (Registrant's Area Code and Telephone Number)

                                    with copies to:

      Caroline Pearson, Esq.                      Joseph R. Fleming, Esq.
      Zurich Scudder Investments, Inc.            Dechert
      Two International Place                     Ten Post Office Square - South
      Boston, MA 02110-4103                       Boston, MA  02109-4603

                  Approximate Date of Proposed Public Offering:
           It is proposed  that this filing will become  effective
               immediately  upon filing pursuant to Rule 485(b).

                      Title of Securities Being Registered:
                 Shares of Beneficial Interest ($.01 par value)
            of Kemper Total Return Fund, a series of the Registrant


<PAGE>
No filing fee is required  because the Registrant  has previously  registered an
indefinite  number of its shares under the  Securities  Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.


<PAGE>
         This Post-Effective  Amendment No. 1 to this Registration  Statement on
Form N-14 (the  "Registration  Statement")  is being  filed for the  purpose  of
incorporating  by  reference  into  Part B of  the  Registration  Statement  the
Registrant's Annual Report to Shareholders for the fiscal year ended October 31,
2000.  Other  than  Exhibit B to Part A,  which is filed  herewith,  information
required in the Proxy  Statement/Prospectus is incorporated by reference to Part
A of the  Registrant's  Registration  Statement  on Form  N-14  filed  with  the
Commission on December 6, 2000.

<PAGE>
                                   EXHIBIT B
       MANAGEMENT'S DISCUSSION OF KEMPER TOTAL RETURN FUND'S PERFORMANCE

PERFORMANCE UPDATE

[LANGBAUM  PHOTO]
LEAD PORTFOLIO  MANAGER GARY A. LANGBAUM HAS BEEN A MANAGING DIRECTOR OF SCUDDER
KEMPER  INVESTMENTS,  INC. SINCE 1988. LANGBAUM IS A CHARTERED FINANCIAL ANALYST
AND HAS MORE  THAN 30 YEARS OF  EXPERIENCE  IN  EQUITY  RESEARCH  AND  PORTFOLIO
MANAGEMENT.

[MCCORMICK PHOTO]
PORTFOLIO  MANAGER TRACY  MCCORMICK IS A MANAGING  DIRECTOR AND HAS MORE THAN 15
YEARS OF INVESTMENT INDUSTRY EXPERIENCE.  MCCORMICK FOCUSES HER CONTRIBUTIONS ON
THE  EQUITY  PORTION OF THE  PORTFOLIO.  PORTFOLIO  MANAGER  ROBERT  CESSINE,  A
MANAGING  DIRECTOR WITH THE FIRM,  WITH NEARLY 20 YEARS OF  INVESTMENT  INDUSTRY
EXPERIENCE,  CONTRIBUTES TO THE MANAGEMENT OF THE BOND PORTION OF THE PORTFOLIO.
HE IS ALSO A CHARTERED FINANCIAL ANALYST.

THE MANAGEMENT TEAM IS SUPPORTED BY SCUDDER KEMPER  INVESTMENTS'  LARGE STAFF OF
ANALYSTS, RESEARCHERS, TRADERS AND ECONOMISTS.

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

KEMPER TOTAL RETURN FUND MET THE MARKET  VOLATILITY  CHALLENGES  HEAD-ON DURING
THE ANNUAL PERIOD BY POSTING A SOLID RETURN.  BELOW, LEAD PORTFOLIO MANAGER GARY
LANGBAUM  DISCUSSES  HOW THE  PORTFOLIO'S  BALANCED  STOCK AND BOND  ALLOCATIONS
ALLOWED THE FUND TO GENERATE POSITIVE PERFORMANCE WHILE MINIMIZING RISK.

Q BEFORE YOU REVIEW KEMPER TOTAL RETURN FUND'S PERFORMANCE,  WILL YOU PROVIDE US
WITH AN OVERVIEW OF THE MARKET CLIMATE DURING THE ANNUAL PERIOD?

A  The  12-month  period  ended  October  31,  2000,  was  a  challenging   time
characterized  by large swings in the market.  From the beginning of this period
through the first few months of 2000,  we saw  technology  issues  drive  robust
market growth. Advances in the tech sector -- specifically in semiconductors and
wireless  communications  -- and an active initial public  offering (IPO) market
drove this  performance.  At first,  many investors  continued to ride high with
tech  stocks,  even as  concern  over Y2K  mounted.  The  tech-dominated  market
maintained  strength  as Y2K  came and went  and as the  Federal  Reserve  Board
continued  to  increase  interest  rates.  However,  after the market  peaked in
February,  there was a sharp  correction  in  growth  and  technology  issues as
investors  began  reexamining  the  sustainability  of the revenue and  earnings
growth  rates  as well as the  high  price-to-earnings  multiples  (P/E) of many
technology issues, and more specifically  Internet-related stocks. No tech names
were immune from the correction's  domino-like  effect,  although some rebounded
more quickly than others.

Spooked by the correction,  many investors moved into nontech,  large-cap names,
which was good news for more defensive areas of the market.  Value stocks gained
some  ground  on  growth  stocks  during  this  period  on fears  about the more
aggressive  Fed policy and the continued  concerns over high  valuations of tech
stocks.  But  some  growth  areas  with  more  defensive   characteristics  also
benefited, such as select pharmaceuticals and financial services.  Surprisingly,
big  discount  retail names that  historically  perform well during this type of
market posted disappointing returns on the heels of the correction.

The market has shown some signs of  rebounding,  but economic  data suggest that
the Fed has succeeded in slowing the economy.  As the one-year  period came to a
close, the market remained  volatile as performance  continued to broaden beyond
tech names.

Q HOW DID THE FUND PERFORM DURING THIS ONE-YEAR PERIOD? HOW DID THIS PERFORMANCE
COMPARE WITH ITS BENCHMARKS?

A Kemper Total Return Fund gained 6.52 percent  (Class A shares,  unadjusted for
any sales  charges),  outperforming  the S&P 500 stock  index  which was up 6.08
percent.  The fund slightly  trailed its typical peer -- the average  return for
the Lipper  Balanced Fund category was 7.88 percent -- lagging due to its higher
equity  exposure  in a  challenging  market and its  greater  exposure to growth
stocks versus value names.

When  comparing  fund returns  with the  all-equity  S&P 500 stock index,  it is
important  to keep in mind that Kemper  Total  Return  Fund is a balanced  fund.
Balanced funds invest in both stocks and bonds. During the annual period, we did
not change the  portfolio's  asset  allocation mix -- the fund generally held 65
percent of its assets in stocks. The remaining 35 percent was invested in a core
bond portfolio that included a mix of high-grade and high-yield corporate bonds,
as well as U.S. Treasury and agency bonds. For comparison  purposes,  you should
also examine the Lehman Brothers  Government/  Corporate Bond index*, which rose
7.13 percent for the annual period.

* THE LEHMAN BROTHERS GOVERNMENT/ CORPORATE BOND INDEX IS AN UNMANAGED INDEX
  COMPRISING INTERMEDIATE- AND LONG-TERM GOVERNMENT AND INVESTMENT-GRADE
  CORPORATE DEBT SECURITIES. SOURCE IS LIPPER, INC. AS OF 10/31/00.

Q  WHAT EFFECT DID THE FUND'S BALANCED APPROACH HAVE ON PERFORMANCE?

A As you know,  Kemper Total  Return Fund seeks both capital  growth and current
income.  To  pursue  these  goals,  we  combine  stocks  and  bonds  in a single
portfolio.  Stocks  generally have a higher return potential but also tend to be
more volatile.  Bonds,  meanwhile,  typically  offer a lower level of return but
also  carry a lower  degree  of risk  compared  with  stocks.  Because  the fund
provides exposure to both stocks and bonds, our shareholders' eggs aren't all in
one basket. If stocks falter, bond returns may partially offset the losses.

  The fund  performed as it was designed to during this type of volatile  market
climate and protected  principal.  Early in the period,  stocks --  particularly
technology stocks -- dramatically  outperformed everything else. Our significant
bond  position,  while  appropriate  for this  balanced  fund,  limited gains in
comparison with all-equity funds. As the market shifted in March and many stocks
fell, the fund's bond position  limited losses.  Since then, the bond portion of
the  portfolio  has  made a  significant  contribution  to fund  performance  as
weakness in the equity markets broadened.  Overall,  our balanced stock and bond
allocation allowed us to post positive returns while minimizing downside risk.

Q  HOW DID RISING INTEREST RATES IMPACT PORTFOLIO PERFORMANCE?

A Rising interest rates have had an impact on the fund. However, that impact was
not all  negative;  the  portfolio's  mixture  of stocks  and bonds  once  again
assisted in limiting fund losses usually associated with rising rates.

  Bond  market  returns  for the 12 months were  generally  positive  across the
board.  Early in the period,  as interest rates rose,  bonds  struggled,  but as
rates began to level off,  bonds staged a rally.  This  exemplifies  the inverse
relationship  between bonds and interest rates.  Typically,  when interest rates
rise,  the prices of bonds  fall.  As the equity  markets  corrected,  investors
gravitated to investments  that provided more security.  Government bonds posted
the best performance,  up 8 percent.  High-grade and high-yield  corporate bonds
also posted positive returns.  The bond portion of the portfolio did what it was
supposed to -- it tempered  volatility and mitigated  losses as the stock market
tumbled.

  Although many stocks were  adversely  affected by the correction in the equity
market,  some stocks  benefited from rate hikes.  We chose to focus on financial
stocks  that  are  less  sensitive  to rate  movements,  such as  brokerage  and
diversified  financial  firms Morgan  Stanley Dean Witter,  Marsh & McLennan and
Merrill  Lynch.  These types of firms  benefited from a strong IPO market and an
overall healthy economy. But weakness in the financials subsector could be found
in banks,  which  suffered  because of investor  concern that bank loan business
would decline as rates rose. The portfolio had a below-average position in these
types of interest-rate-sensitive stocks, however, so overall, the fund benefited
from its stake in the financial sector.

Q  WILL YOU EXPLAIN YOUR STOCK SELECTION PROCESS?

A We  understand  that  investors  choose  Kemper  Total  Return  Fund  for  its
quality-focused  approach.  Accordingly,  within our stock allocation,  we favor
established,  large-cap growth domestic  companies with excellent  fundamentals,
strong  earnings-growth  potential and reasonable stock prices. We are currently
not invested in small-cap stocks (under $1 billion in market capitalization) and
have minimal  exposure in mid-cap  stocks  (between $1 billion and $5 billion in
market  capitalization).  The portfolio has virtually no foreign stock exposure,
although  we do have the  ability  to  invest  in any size  company,  as well as
foreign  companies.  Generally,  we begin to sell stocks when their prices reach
our predetermined  targets. A key objective of this discipline is to have logic,
not emotion,  drive the process.  We also sell stocks when we see indications of
potentially  deteriorating  fundamentals or signs of slowing earnings growth. We
rely on independent and rigorous  research to guide our stock selection.  We use
both fundamental and quantitative  measures.  Throughout,  we actively  leverage
Scudder Kemper Investments' extensive research and analytical capabilities.

Q MICROSOFT  HAS BEEN A TOPIC OF MUCH  DISCUSSION  THIS YEAR AND  REMAINED A TOP
HOLDING IN THE PORTFOLIO DURING THE ANNUAL PERIOD.  WHAT IS YOUR OUTLOOK ON THIS
ISSUE?

A The worst of Microsoft's  legal troubles may be behind it. However,  the stock
has been a  disappointment,  and its drop in price had a negative effect on fund
performance.  The litigation  created anxiety among  investors,  and we saw that
anxiety reflected in the volatility of the company's  short-term stock price. We
had hoped  that the legal  proceedings  would  not be a major  issue and  looked
forward to a resolution  with the  government.  When that didn't come, the stock
reacted  adversely.  But as the legal troubles have begun to fade, the price has
rebounded somewhat.

Our  fundamental  analysis  of  Microsoft's  business  prospects  shows that the
company and its technology-sector  peers are well positioned to expand sales and
earnings  in the coming  months.  Given this  outlook,  we have not  changed our
holdings  during the sell-off,  content that we are well positioned in Microsoft
and its tech-sector peers.

Q  HOW IS KEMPER TOTAL RETURN FUND INVESTING IN OTHER AREAS OF TECHNOLOGY?

A The  portfolio is  diversified  across a variety of tech  subsectors,  such as
computer  hardware and software  services.  While Internet  companies,  up until
March and April,  had been some of the most dynamic  market  performers,  we had
exposure to this subsector only by investing in more established  companies that
provide goods and services that make the Internet work. Companies such as Oracle
and Sun Microsystems rallied alongside the Internet frenzy but carried less risk
due  to  their   diverse   businesses,   long-term   track  records  and  strong
fundamentals.  So, when the market corrected in March,  these more conservative,
established  names  generally  proved more  resilient than many of the unproven,
Internet-focused  start-ups.  This is one reason the fund has not been investing
directly in the "dot-com" stocks.  However,  we do believe that the portfolio is
well positioned to participate in the still-growing technology sector.

Another way we are  participating  is through  investments in companies that are
using the Internet to build their market  share and increase  profit  potential.
More and more established  companies are embracing the Internet  business model.
We're watching companies  closely,  placing a premium on companies that have the
"first  move"  advantage  when it  comes  to  exploiting  the  opportunities  of
electronic commerce. Although tech is off from its high earlier in the year, the
long-term outlook for these types of established, well-managed companies remains
positive.

One  tech  subsector  that  has  shown  such  signs  of  resiliency   lately  is
semiconductors,   where  equipment   manufacturers  helped  support  the  fund's
performance.  These firms produce the equipment needed to manufacture  chips, as
well as the chips  themselves,  which are the  building  blocks for cellular and
wireless telecommunications,  computers,  calculators and a host of other goods.
In this subsector,  Intel, Applied Materials and Teradyne were all huge winners.
And semiconductor demand continues to grow on a global basis. Despite its recent
downturn,  the fund's  best-performing sector during the annual period was still
technology.  Therefore,  we  are  maintaining  our  slight  overweight  position
relative to the S&P 500 benchmark.

Q  WHAT WORKED FOR KEMPER TOTAL RETURN FUND DURING THIS PERIOD?

A Besides the previously mentioned technology issues, we found strength in other
select stocks. But it was challenging because, like technology,  market weakness
was broad, and positive-performing issues were difficult to find.

The energy sector  contributed  notable  returns to the fund. The big integrated
oil companies,  such as Exxon Mobil,  have seen good performance as of late. But
the real story has been in oil services,  specifically  drilling and exploration
companies.  The fund's  position in these types of oil service stocks  benefited
from higher-than-usual oil prices as companies increased their budgets to search
for oil. We anticipate that these higher oil prices will be maintained, and that
should continue to help boost returns for many oil-related stocks.

Health care is an area we continue to examine  closely.  We have had exposure in
both   the   large-cap    pharmaceuticals    and   rapidly   growing   specialty
pharmaceuticals,  as well as the fastest growing companies in health care -- the
biotech  sector.  We saw some price  appreciation  here as investors,  concerned
about   technology   valuations,   made  a   defensive   shift  into   large-cap
pharmaceutical  issues with  consistent  earnings.  We still like the  long-term
outlook for this sector and continue to seek out opportunities in companies with
acceptable valuations.

Q  WHAT WERE SOME AREAS THAT DID NOT PERFORM AS WELL AS ANTICIPATED?

A In addition to the weaknesses in banks and some specific technology companies,
areas such as retail and media did not perform as well as we had anticipated. We
remain optimistic about retail  companies,  although many big names here such as
Home Depot and  WalMart  underperformed  during the period  amid  concerns of an
economic  slowdown.  We  believe  this  underperformance  is  just  a  temporary
situation.  Looking ahead, we see demographics continuing to favor growth in the
labor  force,  which would  create more  income and likely  result in  increased
consumer discretionary  spending.  This would, of course, be positive for retail
stocks.

Media  holdings  were solid  performers  for the fund  during much of the annual
period but were recently hurt due to mergers within the industry, as well as the
loss of advertising revenue from the coffers of Internet start-ups that folded.

Q  WHAT IS YOUR OUTLOOK FOR THE COMING MONTHS?

A There are still  attractive  issues in the market.  Some of these names are in
technology, where valuations have come down to more reasonable levels and growth
rates still look very good. But we need to keep an especially  close eye on tech
as market  volatility  continues.  The fundamentals  appear to be in place for a
positive  market  cycle:  inflation is in check,  the Fed appears to be finished
raising rates, and although the economy has slowed,  it is still strong overall.
We believe this economic slowdown has been fundamentally  sound and good for the
market as a whole. But if the slowdown turns into a recession, that would not be
good for stocks.  Regardless  of market  direction,  we feel that because of the
portfolio's  stock/bond  mix, the fund is well  positioned to take  advantage of
continuing volatility.

TERMS TO KNOW

BENCHMARK A point of  comparison  for  gauging  relative  performance.  A fund's
benchmark may be the overall stock market, an index or a peer-group  average. To
use a given  benchmark  effectively,  it's essential to consider any differences
between the benchmark and the fund.

CONSUMER STAPLE Consumer staple companies  produce  nondurable goods or services
that tend to be consumed or replaced  within a relatively  short period of time.
Due to the steadier demand for consumer  nondurables,  stocks in this sector are
often considered more defensive in nature than other stocks.

CYCLICAL STOCK Cyclical stocks carry a higher degree of economic sensitivity. In
accelerating  economies,  cyclical stocks tend to rise quickly;  in decelerating
economies,  they tend to decline quickly. Cyclical industries include industrial
machinery, paper and forestry, automobiles and construction.

GROWTH  STOCK A stock in a company that is expected to  experience  rapid growth
resulting from strong sales,  talented  management and dominant market position.
Because  growth  stocks are typically in demand,  they tend to carry  relatively
high price tags and also can be volatile,  based on changing  perceptions of the
companies' growth.

PRICE-TO-EARNINGS  RATIO (P/E) The P/E ratio  indicates  how much  investors are
paying for a company's earning power. The higher the P/E, the more investors are
paying and the more earnings growth they are expecting.


<PAGE>


PERFORMANCE UPDATE

AVERAGE ANNUAL TOTAL RETURNS*

FOR PERIODS ENDED OCTOBER 31, 2000 (ADJUSTED FOR THE MAXIMUM SALES CHARGE)



                                                          LIFE OF
                                   1-YEAR 5-YEAR  10-YEAR FUND
--------------------------------------------------------------------------------
KEMPER TOTAL RETURN FUND CLASS A   0.42%  12.39%  13.09%  11.80% (since 3/2/64)
 ................................................................................
KEMPER TOTAL RETURN FUND CLASS B   2.58   12.53   n/a     12.46  (since 5/31/94)
 ................................................................................
KEMPER TOTAL RETURN FUND CLASS C   5.63   12.70   n/a     12.55  (since 5/31/94)
 ................................................................................


KEMPER  TOTAL  RETURN FUND CLASS A Growth of an assumed  $10,000  investment  in
Class A shares from 12/31/72 to 10/31/00

[LINE GRAPH]

                                                               LEHMAN BROTHERS
              KEMPER TOTAL RETURN    STANDARD & POOR'S 500    GOVERNMENT/CREDIT
                 FUND CLASS A1           STOCK INDEX+              INDEX++
              -------------------    ---------------------    -----------------

12/31/72             9416.00                10000.00               10000.00
                     8553.00                 8263.00               10228.00
                     7117.00                 5808.00               10245.00
                     9641.00                 7640.00               11505.00
                    13042.00                 9103.00               13298.00
                    13689.00                 8056.00               13695.00
                    15172.00                 8141.00               13857.00
                    19959.00                 9144.00               14176.00
                    28219.00                11500.00               14610.00
12/31/81            28308.00                10381.00               15670.00
                    34772.00                11914.00               20543.00
                    41737.00                13971.00               22185.00
                    41273.00                14167.00               25517.00
                    53023.00                17898.00               30953.00
                    62404.00                20514.00               35788.00
                    60882.00                20930.00               36609.00
                    66218.00                23526.00               39384.00
12/31/89            79353.00                29936.00               44991.00
                    82610.00                27973.00               48717.00
                   115783.00                35332.00               56573.00
                   118669.00                36909.00               60862.00
                   132420.00                39513.00               67576.00
                   120270.00                38905.00               65205.00
                   151301.00                52175.00               77752.00
                   175882.00                62748.00               80009.00
                   209548.00                82205.00               87816.00
                   242896.00               104128.00               96148.00
                   278353.00               124460.00               94069.00
10/31/00           280269.00               121085.00              101438.00


KEMPER  TOTAL  RETURN FUND CLASS B Growth of an assumed  $10,000  investment  in
Class B shares from 05/31/94 to 10/31/00
[LINE GRAPH]

                                                                LEHMAN BROTHERS
               KEMPER TOTAL RETURN   STANDARD & POOR'S 500     GOVERNMENT/CREDIT
                  FUND CLASS B1          STOCK INDEX+              INDEX++
               -------------------   ---------------------     ----------------

5/31/94             10000.00               10000.00               10000.00
                     9556.00                9732.00                9977.00
                     9850.00               10136.00               10026.00
                     9644.00               10061.00               10063.00
                    10282.00               10968.00               10564.00
                    11060.00               11933.00               11250.00
                    11606.00               12802.00               11465.00
                    12011.00               13492.00               11999.00
3/31/96             12241.00               14140.00               11718.00
                    12600.00               14691.00               11774.00
                    13188.00               15057.00               11981.00
                    13847.00               16227.00               12347.00
                    13715.00               16585.00               12241.00
                    15460.00               19390.00               12685.00
                    16338.00               20751.00               13130.00
                    16333.00               21258.00               13552.00
                    17814.00               24135.00               13758.00
                    18021.00               24838.00               14109.00
9/30/98             16774.00               22278.00               14820.00
                    18731.00               26927.00               14838.00
                    19264.00               28179.00               14661.00
                    20149.00               30070.00               14501.00
                    19270.00               28099.00               14577.00
                    21271.00               32185.00               14517.00
                    21572.00               32828.00               14906.00
                    21258.00               31864.00               15122.00
                    21451.00               31468.00               15556.00
10/31/00            21264.00               31312.00               15654.00


KEMPER  TOTAL  RETURN FUND CLASS C Growth of an assumed  $10,000  investment  in
Class C shares from 05/31/94 to 10/31/00
[LINE GRAPH]

                                                                LEHMAN BROTHERS
                KEMPER TOTAL RETURN    STANDARD & POOR'S 500   GOVERNMENT/CREDIT
                  FUND CLASS C1           STOCK INDEX+              INDEX++
                ------------------    ---------------------    -----------------

5/31/94             10000.00                10000.00                10000.00
                     9567.00                 9732.00                 9977.00
                     9851.00                10136.00                10026.00
                     9646.00                10061.00                10063.00
                    10286.00                10968.00                10564.00
                    11079.00                11933.00                11250.00
                    11640.00                12802.00                11465.00
                    12052.00                13492.00                11999.00
3/31/96             12274.00                14140.00                11718.00
                    12638.00                14691.00                11774.00
                    13230.00                15057.00                11981.00
                    13894.00                16227.00                12347.00
                    13763.00                16585.00                12241.00
                    15515.00                19390.00                12685.00
                    16398.00                20751.00                13130.00
                    16394.00                21258.00                13552.00
                    17882.00                24135.00                13758.00
                    18096.00                24838.00                14109.00
9/30/98             16867.00                22278.00                14820.00
                    18819.00                26927.00                14838.00
                    19350.00                28179.00                14661.00
                    20238.00                30070.00                14501.00
                    19372.00                28099.00                14577.00
                    21375.00                32185.00                14517.00
                    21684.00                32828.00                14906.00
                    21395.00                31864.00                15122.00
                    21576.00                31468.00                15556.00
10/31/00            21368.00                31312.00                15654.00


  PERFORMANCE IS HISTORICAL AND INCLUDES  REINVESTMENT  OF DIVIDENDS AND CAPITAL
  GAINS.  INVESTMENT  RETURN AND PRINCIPAL  VALUE WILL  FLUCTUATE  WITH CHANGING
  MARKET  CONDITIONS,  SO THAT WHEN  REDEEMED,  SHARES MAY BE WORTH MORE OR LESS
  THAN ORIGINAL COST.

 *THE MAXIMUM SALES CHARGE FOR CLASS A SHARES IS 5.75%. FOR CLASS B SHARES,  THE
  MAXIMUM CONTINGENT  DEFERRED SALES CHARGE (CDSC) IS 4%. CLASS C SHARES HAVE NO
  SALES CHARGE  ADJUSTMENT,  BUT REDEMPTIONS  WITHIN ONE YEAR OF PURCHASE MAY BE
  SUBJECT TO A CONTINGENT  DEFERRED  SALES CHARGE OF 1%. SHARE CLASSES INVEST IN
  THE SAME UNDERLYING  PORTFOLIO.  DURING THE PERIODS NOTED,  SECURITIES  PRICES
  FLUCTUATED.  FOR  ADDITIONAL  INFORMATION,  SEE THE  PROSPECTUS,  STATEMENT OF
  ADDITIONAL INFORMATION AND THE FINANCIAL HIGHLIGHTS AT THE END OF THIS REPORT.

 (1)PERFORMANCE  INCLUDES  REINVESTMENT  OF  DIVIDENDS  AND  ADJUSTMENT  FOR THE
    MAXIMUM SALES CHARGE FOR CLASS A SHARES AND THE  CONTINGENT  DEFERRED  SALES
    CHARGE IN EFFECT AT THE END OF THE PERIOD FOR CLASS B SHARES. WHEN REVIEWING
    THE  PERFORMANCE  CHART,  PLEASE NOTE THAT THE INCEPTION DATE FOR THE LEHMAN
    BROTHERS GOVERNMENT/ CREDIT BOND INDEX IS DECEMBER 31, 1972. AS A RESULT, WE
    ARE UNABLE TO ILLUSTRATE THE LIFE-OF-FUND  PERFORMANCE (SINCE MARCH 2, 1964)
    FOR KEMPER TOTAL RETURN FUND CLASS A SHARES.  IN COMPARING  THE KEMPER TOTAL
    RETURN  FUND  WITH THE  INDICES,  YOU  SHOULD  ALSO  NOTE  THAT  THE  FUND'S
    PERFORMANCE  REFLECTS THE MAXIMUM  SALES  CHARGE,  WHILE NO SUCH CHARGES ARE
    REFLECTED IN THE PERFORMANCE OF THE INDICES.

 +  THE  STANDARD  &  POOR'S  500  STOCK  INDEX  IS AN  UNMANAGED  INDEX
    GENERALLY REPRESENTATIVE OF THE U.S. STOCK MARKET. SOURCE IS
    WIESENBERGER(R).

++  THE LEHMAN  BROTHERS  GOVERNMENT/  CREDIT  BOND INDEX IS AN  UNMANAGED INDEX
    COMPRISING  INTERMEDIATE-AND LONG-TERM GOVERNMENT AND INVESTMENT-GRADE
    CORPORATE DEBT SECURITIES. SOURCE IS WIESENBERGER(R).

<PAGE>
                                     PART B

                            KEMPER TOTAL RETURN FUND
                   -----------------------------------------

                       Statement of Additional Information

                                 March [ ], 2001

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

Acquisition of the Assets of   By and in Exchange for Shares of
Kemper Horizon 5,              Kemper Total Return Fund (the "Acquiring Trust"),
Kemper Horizon 10+, and        222 South Riverside Plaza
Kemper Horizon 20+,            Chicago, IL 60606
each a series of
Kemper Horizon Fund
222 South Riverside Plaza
Chicago, IL 60606

         This   Statement  of  Additional   Information   is  available  to  the
shareholders  of  Kemper  Total  Return  Fund  in  connection  with  a  proposed
transaction  whereby Kemper Total Return Fund will acquire all or  substantially
all of the assets and all of the  liabilities of Kemper Horizon Fund in exchange
for shares of the Acquiring Fund (the "Reorganization").

         This  Statement  of  Additional  Information  of  the  Acquiring  Trust
contains  material  which  may be of  interest  to  investors  but  which is not
included in the Proxy  Statement/Prospectus  of the Acquiring  Trust relating to
the Reorganization.  This Statement of Additional  Information  consists of this
cover page and the following documents:

1. Kemper Total Return Fund's statement of additional information dated February
1, 2001, which was previously filed with the Securities and Exchange  Commission
(the  "Commission")  via EDGAR on November 30, 2000 (File No.  811-1236)  and is
incorporated by reference herein.

2. Kemper Total Return Fund's annual report to shareholders  for the fiscal year
ended October 31, 2000, which was previously filed with the Commission via EDGAR
on December  28,  2000 (File No.  811-1236)  and is  incorporated  by  reference
herein.

3. Kemper Horizon Fund's prospectus dated December 1, 2000, which was previously
filed with the Commission via EDGAR on November 30, 2000 (File No. 811-7365) and
is incorporated by reference herein.

4. Kemper Horizon Fund's statement of additional  information  dated December 1,
2000,  which was previously  filed with the Commission via EDGAR on November 30,
2000 (File No. 811-7365) and is incorporated by reference herein.

5. Kemper Horizon Fund's annual report to shareholders for the fiscal year ended
July 31,  2000,  which was  previously  filed with the  Commission  via EDGAR on
September 27, 2000 (File No. 811-7365) and is incorporated by reference herein.

         This Statement of Additional  Information is not a prospectus.  A Proxy
Statement/Prospectus dated March [ ], 2001 relating to the Reorganization may be
obtained  by writing  Kemper  Total  Return Fund at 222 South  Riverside  Drive,
Chicago,  IL 60606 or by calling [ ] at 1-800-[ ]. This  Statement of Additional
Information should be read in conjunction with the Proxy Statement/Prospectus.


<PAGE>
                            PART C. OTHER INFORMATION

Item 15. Indemnification.

                  Article VIII of the Registrant's  Agreement and Declaration of
                  Trust (Exhibit 23(a) hereto,  which is incorporated  herein by
                  reference)   provides  in  effect  that  the  Registrant  will
                  indemnify   its   officers   and   trustees    under   certain
                  circumstances.  However,  in accordance with Section 17(h) and
                  17(i) of the Investment Company Act of 1940 and its own terms,
                  said Article of the  Agreement and  Declaration  of Trust does
                  not protect any person against any liability to the Registrant
                  or its  shareholders to which he would otherwise be subject by
                  reason of willful misfeasance, bad faith, gross negligence, or
                  reckless  disregard  of the duties  involved in the conduct of
                  his office.

                  Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to trustees, officers,
                  and  controlling  persons of the  Registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the Registrant has been
                  advised  that, in the opinion of the  Securities  and Exchange
                  Commission,  such  indemnification is against public policy as
                  expressed in the Act and is, therefore,  unenforceable. In the
                  event   that  a  claim  for   indemnification   against   such
                  liabilities  (other  than the  payment  by the  Registrant  of
                  expenses   incurred  or  paid  by  a  trustee,   officer,   or
                  controlling person of the Registrant in the successful defense
                  of any  action,  suit,  or  proceeding)  is  asserted  by such
                  trustee, officer, or controlling person in connection with the
                  securities being  registered,  the Registrant will,  unless in
                  the  opinion of its  counsel  the  matter has been  settled by
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction  the question as to whether such  indemnification
                  by it is against  public  policy as  expressed  in the Act and
                  will governed by the final adjudication of such issue.

                  On June 26, 1997,  Zurich Insurance  Company  ("Zurich"),  ZKI
                  Holding  Corp.  ("ZKIH"),  Zurich  Kemper  Investments,   Inc.
                  ("ZKI"),  Scudder,  Stevens & Clark, Inc.  ("Scudder") and the
                  representatives  of the beneficial owners of the capital stock
                  of  Scudder   ("Scudder   Representatives")   entered  into  a
                  transaction  agreement  ("Transaction  Agreement") pursuant to
                  which Zurich became the majority  stockholder  in Scudder with
                  an  approximately  70%  interest,  and ZKI was  combined  with
                  Scudder  ("Transaction").  In  connection  with the  trustees'
                  evaluation of the Transaction,  Zurich agreed to indemnify the
                  Registrant and the trustees who were not interested persons of
                  ZKI or Scudder (the  "Independent  Trustees")  for and against
                  any liability  and expenses  based upon any action or omission
                  by  the   Independent   Trustees  in  connection   with  their
                  consideration  of and action with respect to the  Transaction.
                  In addition,  Scudder has agreed to indemnify  the  Registrant
                  and the Independent Trustees for and against any liability and
                  expenses based upon any  misstatements or omissions by Scudder
                  to  the   Independent   Trustees  in  connection   with  their
                  consideration of the Transaction.

Item 16.  Exhibits.

          (1)   (a)(1)     Amended and Restated  Agreement  and  Declaration  of
                           Trust.  (Incorporated by reference to  Post-Effective
                           Amendment   No.  49  to   Registrant's   Registration
                           Statement on Form N-1A which was filed on January 30,
                           1996.)

                (a)(2)     Text of Share Certificate. (Incorporated by reference
                           to   Post-Effective   Amendment   No.   49   to   the
                           Registrant's  Registration  Statement  on  Form  N-1A
                           which was filed on January 30, 1996.)

                (a)(3)     Written   Instrument   Establishing  and  Designating
                           Separate   Classes   of  Shares.   (Incorporated   by
                           reference to  Post-Effective  Amendment No. 49 to the
                           Registrant's  Registration  Statement  on  Form  N-1A
                           which was filed on January 30, 1996.)

                (a)(4)     Amended and Restated Written Instrument  Establishing
                           and   Designating   Separate   Classes   of   Shares.
                           (Incorporated   by   reference   to    Post-Effective
                           Amendment  No.  50 to the  Registrant's  Registration
                           Statement  on Form N-1A  which was filed on  December
                           24, 1996.)

          (2)   (b)(1)     By laws. (Incorporated by reference to Post-Effective
                           Amendment   No.  49  to   Registrant's   Registration
                           Statement on Form N-1A which was filed on January 30,
                           1996.)

          (3)              Inapplicable.

                           Form  of  Agreement  and  Plan of  Reorganization  is
          (4)              incorporated  by  reference to Exhibit A to Part A of
                           the Registrant's  Registration Statement on Form N-14
                           filed with the Securities and Exchange  Commission on
                           December 6, 2000.

          (5)              Inapplicable.

          (6)   (d)(1)     Investment   Advisory   Contract  (IMA)  between  the
                           Registrant,  on behalf of Kemper  Total  Return Fund,
                           and Scudder Kemper Investments,  Inc. dated September
                           7,   1998   is    incorporated    by   reference   to
                           Post-Effective   Amendment  No.  52  to  Registrant's
                           Registration  Statement  on Form N-1A which was filed
                           on December 3, 1998).

          (7)   (e)(1)     Underwriting  and  Distribution   Services  Agreement
                           between  the  Registrant,  on behalf of Kemper  Total
                           Return  Fund,  and Kemper  Distributors,  Inc.  dated
                           October  1,  1999 is  incorporated  by  reference  to
                           Post-Effective   Amendment  No.  52  to  Registrant's
                           Registration  Statement  on Form N-1A which was filed
                           on December 3, 1998).

          (8)              Inapplicable.

          (9)   (g)(1)     Custodian Agreement between the Registrant, on behalf
                           of Kemper Total Return Fund, and Investors  Fiduciary
                           Trust  Company  is   incorporated   by  reference  to
                           Post-Effective   Amendment  No.  49  to  Registrant's
                           Registration  Statement  on Form N-1A which was filed
                           on January 30, 1996).

                (g)(2)     Foreign Custody Agreement between the Registrant,  on
                           behalf of Kemper  Total  Return  Fund,  and The Chase
                           Manhattan   Bank.   (Incorporated   by  reference  to
                           Post-Effective   Amendment  No.  49  to  Registrant's
                           Registration  Statement  on Form N-1A which was filed
                           on January 30, 1996.)

          (10)  (m)(1)     Rule 12b-1 Plan  between  Kemper  Total  Return  Fund
                           (Class B Shares) and Kemper Distributors,  Inc. dated
                           August  1,  1998.   (Incorporated   by  reference  to
                           Post-Effective  Amendment No. 52 to the  Registrant's
                           Registration  Statement  on Form N-1A which was filed
                           on December 3, 1998.)

                (m)(2)     Rule 12b-1 Plan  between  Kemper  Total  Return  Fund
                           (Class C Shares) and Kemper Distributors,  Inc. dated
                           August  1,  1998.   (Incorporated   by  reference  to
                           Post-Effective  Amendment No. 52 to the  Registrant's
                           Registration  Statement  on Form N-1A which was filed
                           on December 3, 1998.)

                (m)(3)     Rule  18f-3  Plan.   (Incorporated  by  reference  to
                           Post-Effective   Amendment  No.  50  to  Registrant's
                           Registration  Statement  on Form N-1A which was filed
                           on December 24, 1996.)

          (11)             Opinion  and  Consent of Dechert is  incorporated  by
                           reference   to   Exhibit   11  to  the   Registrant's
                           Registration  Statement  on Form N-14  filed with the
                           Securities  and  Exchange  Commission  on December 6,
                           2000.

          (12)             Opinion and Consent of Willkie Farr & Gallagher is to
                           be filed by post-effective amendment.

          (13)  (h)(1)     Agency  Agreement.   (Incorporated  by  reference  to
                           Post-Effective   Amendment  No.  49  to  Registrant's
                           Registration  Statement  on Form N-1A which was filed
                           on January 30, 1996.)

                (h)(2)     Administrative   Services   Agreement   between   the
                           Registrant and Kemper Distributors,  Inc. dated April
                           1, 1997. (Incorporated by reference to Post-Effective
                           Amendment  No.  51 to the  Registrant's  Registration
                           Statement on Form N-1A which was filed on January 27,
                           1998.)

                (h)(3)     Supplement to Agency Agreement between Registrant and
                           Investors Fiduciary Trust Company dated June 1, 1997.
                           (Incorporated   by   reference   to    Post-Effective
                           Amendment  No.  51 to the  Registrant's  Registration
                           Statement on Form N-1A which was filed on January 27,
                           1998.)

                (h)(4)     Fund Accounting Agreement between Kemper Total Return
                           Fund and Scudder Fund  Accounting  Corporation  dated
                           December  31,  1997.  (Incorporated  by  reference to
                           Post-Effective  Amendment No. 51 to the  Registrant's
                           Registration  Statement  on Form N-1A which was filed
                           on January 27, 1998.)

          (14)             Consent of Independent Auditors is filed herein.

          (15)             Inapplicable.

          (16)             Powers of Attorney are  incorporated  by reference to
                           Exhibit 16 to the Registrant's Registration Statement
                           on Form N-14 filed with the  Securities  and Exchange
                           Commission on December 6, 2000.

          (17)             Form of Proxy is incorporated by reference to Exhibit
                           17 to the Registrant's Registration Statement on Form
                           N-14  filed   with  the   Securities   and   Exchange
                           Commission on December 6, 2000.

Item 17.  Undertakings.

         (1)  The  undersigned  registrant  agrees  that  prior  to  any  public
         reoffering of the securities registered through the use of a prospectus
         which is a part of this  registration  statement by any person or party
         who is deemed to be an underwriter within the meaning of Rule 145(c) of
         the Securities Act [17 CFR 230.145c],  the reoffering  prospectus  will
         contain the information called for by the applicable  registration form
         for C-8 350 reofferings by persons who may be deemed  underwriters,  in
         addition  to the  information  called  for by the  other  items  of the
         applicable form.

         (2) The  undersigned  registrant  agrees that every  prospectus that is
         filed under paragraph (1) above will be filed as a part of an amendment
         to the registration  statement and will not be used until the amendment
         is effective,  and that, in  determining  any liability  under the 1933
         Act,  each  post-effective  amendment  shall  be  deemed  to  be a  new
         registration  statement for the  securities  offered  therein,  and the
         offering  of the  securities  at that  time  shall be  deemed to be the
         initial bona fide offering of them.

         (3) The undersigned  Registrant  undertakes to file, by  post-effective
         amendment, an opinion of counsel supporting the tax consequences of the
         proposed  reorganization within a reasonable time after receipt of such
         opinion.


<PAGE>
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment Company Act of 1940, Kemper Total Return Fund certifies that it meets
all of the requirements for  effectiveness of this Amendment to its Registration
Statement  pursuant to Rule 485(b) under the  Securities Act of 1933, and Kemper
Total Return Fund has duly caused this Registration Statement on Form N-14 to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Boston and the  Commonwealth  of  Massachusetts  on the 10th day of  January,
2001.

                                          KEMPER TOTAL RETURN FUND



                                          /s/ Mark S. Casady
                                          By:
                                          Title:    President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form  N-14 has been  signed  below by the  following
persons in the capacities and on the dates indicated.

       SIGNATURE                       TITLE                         DATE

/s/ Mark S. Casady                   President                 January 10, 2001
Mark S. Casady

/s/ John W. Ballantine*               Trustee                  January 10, 2001
John W. Ballantine

/s/ Lewis A. Burnham*                 Trustee                  January 10, 2001
Lewis A. Burnham

/s/ Linda C. Coughlin*                Trustee                  January 10, 2001
Linda C. Coughlin

/s/ Donald L. Dunaway*                Trustee                  January 10, 2001
Donald L. Dunaway

/s/ Robert B. Hoffman*                Trustee                  January 10, 2001
Robert B. Hoffman

/s/ Donald R. Jones*                  Trustee                  January 10, 2001
Donald R. Jones

/s/Thomas W. Littauer*         Chairman and Trustee            January 10, 2001
Thomas W. Littauer

/s/ Shirley D. Peterson*              Trustee                  January 10, 2001
Shirley D. Peterson

/s/ William P. Sommers*               Trustee                  January 10, 2001
William P. Sommers

/s/ John R. Hebble           Treasurer (Principal Financial    January 10, 2001
John R. Hebble               and Accounting Officer)


         /s/ Caroline Pearson

*By:                                                          January 10, 2001
         Caroline Pearson, Attorney-in-fact

*Executed  pursuant to powers of attorney  previously filed as an exhibit to the
Registrant's  Registration  Statement on Form N-14 filed with the Securities and
Exchange Commission on December 6, 2000.



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