-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BhklJQPxfI2SnqePknn9vpez/+XejSE7zL6rFavhJBlLE1A8ws/GygAZCO6NqwHx K9wYQKcy5LhnA+C9598srw== 0000088053-00-000224.txt : 20000211 0000088053-00-000224.hdr.sgml : 20000211 ACCESSION NUMBER: 0000088053-00-000224 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER BLUE CHIP FUND CENTRAL INDEX KEY: 0000823342 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 363542349 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 497 SEC ACT: SEC FILE NUMBER: 033-17777 FILM NUMBER: 532011 BUSINESS ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125371569 MAIL ADDRESS: STREET 1: 222 SOUTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 497 1 DEFINITIVE FILING--KEMPER BLUE CHIP FUND LONG-TERM INVESTING IN A SHORT-TERM WORLD(SM) February 1, 2000 Prospectus KEMPER EQUITY FUNDS/GROWTH STYLE Kemper Aggressive Growth Fund Kemper Blue Chip Fund Classic Growth Fund Kemper Growth Fund Kemper Small Capitalization Equity Fund Kemper Technology Fund Kemper Total Return Fund Kemper Value+Growth Fund As with all mutual funds, the Securities and Exchange Commission (SEC) does not approve or disapprove these shares or determine whether the information in this prospectus is truthful or complete. It is a criminal offense for anyone to inform you otherwise. Kemper Funds [LOGO] HOW THE INVESTING IN FUNDS WORK THE FUNDS 2 Kemper Aggressive 32 Kemper Technology 71 Choosing A Share Growth Fund Fund Class 8 Kemper Blue Chip Fund 38 Kemper Total Return 76 How To Buy Shares Fund 14 Kemper Classic Growth 77 How To Exchange Or Fund 44 Kemper Value+Growth Sell Shares Fund 20 Kemper Growth Fund 78 Policies You Should 50 Other Policies And Know About 26 Kemper Small Risks Capitalization Equity 84 Understanding Fund 51 Financial Highlights Distributions And Taxes How The Funds Work These funds invest mainly in common stocks, as a way of seeking growth of your investment. The funds invest mainly in growth companies: those that seem poised for above-average growth of earnings. Each fund pursues its own goal. Remember that mutual funds are investments, not bank deposits. They're not guaranteed or insured by the FDIC or any other government agency. Their share prices will go up and down, so be aware that you could lose money. TICKER SYMBOLS CLASS: A) KGGAX B) KGGBX C) KGGCX Kemper Aggressive Growth Fund FUND GOAL The fund seeks capital appreciation through the use of aggressive investment techniques. 2 | Kemper Aggressive Growth Fund The Fund's Main Strategy The fund normally invests at least 65% of total assets in equities -- mainly common stocks -- of U.S. companies. Although the fund can invest in stocks of any size and market sector, it may invest in initial public offerings (IPOs) and in growth-oriented market sectors, such as the technology sector. In fact, the fund's stock selection methods may at times cause it to invest more than 25% of total assets in a single sector. A sector is made up of numerous industries. In choosing stocks, the portfolio managers look for individual companies in growing industries that have innovative products and services, competitive positions, repeat customers, effective management, control over costs and prices and strong balance sheets and earnings growth. To a limited extent, the managers may seek to take advantage of short-term trading opportunities that result from market volatility. For example, the managers may increase positions in favored companies when prices fall and may sell fully valued companies when prices rise. The fund normally will sell a stock when the managers believe its price is unlikely to go much higher, its fundamental qualities have deteriorated, other investments offer better opportunities or to adjust its emphasis in a given industry. [ICON] - -------------------------------------------------------------------------------- OTHER INVESTMENTS While the fund invests mainly in U.S. common stocks, it could invest up to 25% of total assets in foreign securities. Also, while the fund is permitted to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities), the managers don't intend to use them as principal investments, and might not use them all. 3 | Kemper Aggressive Growth Fund The Main Risks Of Investing In The Fund There are several risk factors that could hurt the fund's performance, cause you to lose money or make the fund perform less well than other investments. As with most stock funds, the most important factor with this fund is how stock markets perform. When stock prices fall, you should expect the value of your investment to fall as well. The fact that the fund may focus on one or more sectors increases this risk, because factors affecting those sectors could affect fund performance. Similarly, because the fund isn't diversified and can invest a larger percentage of assets in a given stock than a diversified fund, factors affecting that stock could affect fund performance. Because a stock represents ownership in its issuer, stock prices can be hurt by poor management, shrinking product demand and other business risks. These may affect single companies as well as groups of companies. Stocks of small companies (including most that issue IPOs) can be highly volatile because their prices often depend on future expectations. Other factors that could affect performance include: o the managers could be wrong in their analysis of companies, sectors, economic trends, the relative attractiveness of different sizes of stocks or other matters o growth stocks may be out of favor for certain periods o foreign securities may be more volatile than their U.S. counterparts, for reasons such as currency fluctuations and political and economic uncertainty o derivatives could produce disproportionate losses o at times, it could be hard to value some investments or to get an attractive price for them THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- This fund may be appropriate for long-term investors who can accept an above-average level of risk to their investment in exchange for potentially higher performance. - -------------------------------------------------------------------------------- 4 | Kemper Aggressive Growth Fund Performance The bar chart shows how the total returns for the fund's Class A shares have varied from year to year, which may give some idea of risk. The chart doesn't reflect sales loads; if it did, returns would be lower. The table shows how the fund's returns over different periods average out. For context, the table has two broad-based market indices (which, unlike the fund, have no fees or expenses). All figures on this page assume reinvestment of dividends and distributions. As always, past performance is no guarantee of future results. - ------------------------------------------------------------------------------ Annual Total Returns (%) as of 12/31 each year Class A Shares - ------------------------------------------------------------------------------ THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE BAR CHART DATA: 1997 33.38 1998 13.98 1999 49.06 Best quarter: 33.20%, Q4 1999 Worst quarter: -18.97%, Q3 1998 - -------------------------------------------------------------------------------- Average Annual Total Returns (as of 12/31/1999) - -------------------------------------------------------------------------------- Since 12/31/98 Since 12/31/96 1 Year Life of Class - ------------------------------------------------------------------------------ Class A 40.49% 28.77% - ------------------------------------------------------------------------------ Class B 44.75 29.85 - ------------------------------------------------------------------------------ Class C 47.46 30.22 - ------------------------------------------------------------------------------ Index 1 21.04 27.56 - ------------------------------------------------------------------------------ Index 2 20.90 25.53 - ------------------------------------------------------------------------------ Index 1: Standard and Poor's 500 Composite Stock Price Index (S&P 500), an unmanaged capitalization-weighted index that includes 500 large-cap U.S. stocks. Index 2: Russell 3000 Index, an unmanaged index of 3,000 of the largest capitalized companies that are domiciled in the United States and whose common stocks trade there. The table includes the effects of maximum sales loads. In both the table and the chart, total returns for 1997 through 1999 would have been lower if operating expenses hadn't been reduced. - -------------------------------------------------------------------------------- Kemper Aggressive Growth Fund | 5 How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. - -------------------------------------------------------------------------------- Fee Table Class A Class B Class C - -------------------------------------------------------------------------------- Shareholder Fees, paid directly from your investment - -------------------------------------------------------------------------------- Maximum Sales Charge (Load) On Purchases (as % of offering price) 5.75% None None - -------------------------------------------------------------------------------- Maximum Deferred Sales Charge (Load) (as % of redemption proceeds) None* 4.00% 1.00% - -------------------------------------------------------------------------------- Annual Operating Expenses, deducted from fund assets - -------------------------------------------------------------------------------- Management Fee 0.41% 0.41% 0.41% - -------------------------------------------------------------------------------- Distribution (12b-1) Fee None 0.75 0.75 - -------------------------------------------------------------------------------- Other Expenses** 1.29 1.73 1.91 - -------------------------------------------------------------------------------- Total Annual Operating Expenses 1.70 2.89 3.07 - ------------------------------------------------------------------------------ * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege (see "Policies You Should Know About -- Policies about transactions") may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. "Other Expenses" are restated to reflect changes in certain administrative and regulatory fees. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other funds. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different. - -------------------------------------------------------------------------------- Example 1 Year 3 Years 5 Years 10 Years - -------------------------------------------------------------------------------- Expenses, assuming you sold your shares at the end of each period - -------------------------------------------------------------------------------- Class A shares $738 $1,080 $1,445 $2,468 - -------------------------------------------------------------------------------- Class B shares 692 1,195 1,723 2,670 - -------------------------------------------------------------------------------- Class C shares 410 948 1,611 3,383 - -------------------------------------------------------------------------------- Expenses, assuming you kept your shares - -------------------------------------------------------------------------------- Class A shares $738 $1,080 $1,445 $2,468 - -------------------------------------------------------------------------------- Class B shares 292 895 1,523 2,670 - -------------------------------------------------------------------------------- Class C shares 310 948 1,611 3,383 - -------------------------------------------------------------------------------- 6 | Kemper Aggressive Growth Fund THE INVESTMENT ADVISOR The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more than 80 years of experience managing mutual funds and currently has more than $290 billion in assets under management. Scudder Kemper takes a team approach to asset management, bringing together professionals from many investment disciplines. Supporting each team are Scudder Kemper's many economists, research analysts, traders and other investment specialists, located across the United States and around the world. For serving as the fund's advisor, Scudder Kemper receives a management fee, which was 0.41% of the fund's average daily net assets for the most recent fiscal year. This fee is based on a rate of 0.65% of average daily net assets which is adjusted up or down (to as low as 0.45% or as high as 0.85%) depending on how the fund's Class A shares performed relative to the S&P 500 Index. [ICON] - -------------------------------------------------------------------------------- FUND MANAGERS The following people handle the fund's day-to-day management: Sewall F. Hodges Jesus A. Cabrera Lead Portfolio Manager o Began investment career o Began investment career in 1984 in 1978 o Joined the advisor in o Joined the advisor in 1995 1999 o Joined the fund team o Joined the fund team in 1999 in 1999 THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- The fund is managed by a team of investment professionals who work together to develop the fund's investment strategies. - -------------------------------------------------------------------------------- Kemper Aggressive Growth Fund | 7 TICKER SYMBOLS CLASS: A) KBCAX B) KBCBX C) KBCCX Kemper Blue Chip Fund FUND GOAL The fund seeks growth of capital and of income. 8 | Kemper Blue Chip Fund The Fund's Main Strategy The fund normally invests at least 65% of total assets in common stocks of large U.S. companies (those with market values of $1 billion or more). As of December 31, 1999, companies in which the fund invests have a median market capitalization of approximately $32 billion. In choosing stocks, the portfolio managers look for attractive "blue chip" companies: large, well-known, established companies with sound financial strength whose stock price is attractive relative to potential growth. The managers look for factors that could signal future growth, such as new management, products or business strategies. The managers may favor securities from different industries and companies at different times while still maintaining variety in terms of the industries and companies represented. The fund normally will sell a stock when the managers believe its price is unlikely to go much higher, its fundamental qualities have deteriorated or other investments offer better opportunities. [ICON] - -------------------------------------------------------------------------------- OTHER INVESTMENTS While the fund invests mainly in U.S. common stocks, it could invest up to 25% of total assets in foreign securities. Also, while the fund is permitted to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities), the managers don't intend to use them as principal investments, and might not use them all. 9 | Kemper Blue Chip Fund The Main Risks Of Investing In The Fund There are several risk factors that could hurt the fund's performance, cause you to lose money or make the fund perform less well than other investments. As with most stock funds, the most important factor with this fund is how stock markets perform -- in this case, the large company portion of the U.S. stock market. When prices of these stocks fall, you should expect the value of your investment to fall as well. Large company stocks at times may not perform as well as stocks of smaller or mid-size companies. Because a stock represents ownership in its issuer, stock prices can be hurt by poor management, shrinking product demand and other business risks. These may affect single companies as well as groups of companies. To the extent that the fund focuses on a given industry, any factors affecting that industry could affect portfolio securities. For example, a rise in unemployment could hurt consumer goods makers, or the emergence of new technologies could hurt computer software or hardware companies. Other factors that could affect performance include: o the managers could be wrong in their analysis of companies, industries, economic trends or other matters o growth stocks may be out of favor for certain periods o foreign securities may be more volatile than their U.S. counterparts, for reasons such as currency fluctuations and political and economic uncertainty o derivatives could produce disproportionate losses o at times, it could be hard to value some investments or to get an attractive price for them THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- Investors with long-term goals who want a core stock investment may be interested in this fund. - -------------------------------------------------------------------------------- 10 | Kemper Blue Chip Fund Performance The bar chart shows how the total returns for the fund's Class A shares have varied from year to year, which may give some idea of risk. The chart doesn't reflect sales loads; if it did, returns would be lower. The table shows how the fund's returns over different periods average out. For context, the table has two broad-based market indices (which, unlike the fund, have no fees or expenses). All figures on this page assume reinvestment of dividends and distributions. As always, past performance is no guarantee of future results. - ------------------------------------------------------------------------------ Annual Total Returns (%) as of 12/31 each year Class A Shares - ------------------------------------------------------------------------------ THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE BAR CHART DATA: 1990 2.41 1991 44.43 1992 -1.20 1993 3.82 1994 -5.16 1995 31.72 1996 27.70 1997 26.21 1998 14.40 1999 26.08 Best quarter: 19.21%, Q4 1998 Worst quarter: -13.81%, Q3 1990 - -------------------------------------------------------------------------------- Average Annual Total Returns (as of 12/31/1999) - -------------------------------------------------------------------------------- Since Since Since 5/31/94 Since 12/31/98 12/31/94 Life of 12/31/89 1 Year 5 Years Class B/C 10 Years - ------------------------------------------------------------------------------ Class A 18.81% 23.61% -- 15.30% - ------------------------------------------------------------------------------ Class B 21.80 23.98 20.78% -- - ------------------------------------------------------------------------------ Class C 25.12 24.17 21.02 -- - ------------------------------------------------------------------------------ Index 1 21.04 28.56 25.70 18.21 - ------------------------------------------------------------------------------ Index 2 20.91 28.04 25.17 18.13 - ------------------------------------------------------------------------------ Index 1: Standard and Poor's 500 Composite Stock Price Index (S&P 500), an unmanaged capitalization-weighted index that includes 500 large-cap U.S. stocks. Index 2: Russell 1000 Index, an unmanaged price-only index of the 1,000 largest capitalized companies that are domiciled in the United States and whose common stocks are traded there. The table includes the effects of maximum sales loads. - -------------------------------------------------------------------------------- 11 | Kemper Blue Chip Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. - ------------------------------------------------------------------------------ Fee Table Class A Class B Class C - ------------------------------------------------------------------------------ Shareholder Fees, paid directly from your investment - ------------------------------------------------------------------------------ Maximum Sales Charge (Load) On Purchases (as % of offering price) 5.75% None None - ------------------------------------------------------------------------------ Maximum Deferred Sales Charge (Load) (as % of redemption proceeds) None* 4.00% 1.00% - ------------------------------------------------------------------------------ Annual Operating Expenses, deducted from fund assets - ------------------------------------------------------------------------------ Management Fee 0.56% 0.56% 0.56% - ------------------------------------------------------------------------------ Distribution (12b-1) Fee None 0.75 0.75 - ------------------------------------------------------------------------------ Other Expenses** 0.66 0.79 0.70 - ------------------------------------------------------------------------------ Total Annual Operating Expenses 1.22 2.10 2.01 - ------------------------------------------------------------------------------ * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege (see "Policies You Should Know About -- Policies about transactions") may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ' ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. "Other Expenses" are restated to reflect changes in certain administrative and regulatory fees. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other funds. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different. - ------------------------------------------------------------------------------ Example 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------ Expenses, assuming you sold your shares at the end of each period - ------------------------------------------------------------------------------ Class A shares $693 $940 $1,207 $1,967 - ------------------------------------------------------------------------------ Class B shares 613 958 1,329 1,999 - ------------------------------------------------------------------------------ Class C shares 304 631 1,083 2,338 - ------------------------------------------------------------------------------ Expenses, assuming you kept your shares - ------------------------------------------------------------------------------ Class A shares $693 $940 $1,207 $1,967 - ------------------------------------------------------------------------------ Class B shares 213 658 1,129 1,999 - ------------------------------------------------------------------------------ Class C shares 204 631 1,083 2,338 - ------------------------------------------------------------------------------ 12 | Kemper Blue Chip Fund THE INVESTMENT ADVISOR The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more than 80 years of experience managing mutual funds and currently has more than $290 billion in assets under management. Scudder Kemper takes a team approach to asset management, bringing together professionals from many investment disciplines. Supporting each team are Scudder Kemper's many economists, research analysts, traders and other investment specialists, located across the United States and around the world. For serving as the fund's investment advisor, Scudder Kemper receives a management fee. For the most recent fiscal year, the actual amount the fund paid in management fees was 0.56% of its average daily net assets. [ICON] - -------------------------------------------------------------------------------- FUND MANAGERS The following people handle the fund's day-to-day management: Tracy McCormick Gary A. Langbaum Lead Portfolio Manager o Began investment career o Began investment career in 1970 in 1980 o Joined the advisor o Joined the advisor in 1988 in 1994 o Joined the fund team o Joined the fund team in 1998 in 1994 THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- The fund is managed by a team of investment professionals who work together to develop the fund's investment strategies. - -------------------------------------------------------------------------------- 13 | Kemper Blue Chip Fund TICKER SYMBOLS CLASS: A) KCGAX B) KCGBX C) KCGCX Kemper Classic Growth Fund* FUND GOAL The fund seeks long-term growth of capital with reduced share price volatility compared with other growth mutual funds. * Kemper Classic Growth Fund is properly know as Classic Growth Fund 14 | Kemper Classic Growth Fund The Fund's Main Strategy The fund invests primarily in common stocks of U.S. companies. Although the fund can invest in companies of any size, it generally focuses on established companies with market values of $2 billion or more. In choosing stocks, the portfolio managers look for individual companies that have strong competitive positions, prospects for consistent growth, effective management and strong balance sheets. The managers use several strategies in seeking to reduce share price volatility. They diversify the fund's investments, by company as well as by industry and sector. They prefer to invest in companies whose stock appears reasonably valued in light of potential growth based on various factors such as price-to-earnings ratios and market capitalization. They also prefer to avoid companies whose business fundamentals are deteriorating. Depending on their outlook, the managers may increase or reduce the fund's exposure to a given industry or company. The fund will normally sell a stock when the managers believe it is too highly valued, its fundamental qualities have deteriorated or its potential risks have increased. [ICON] - -------------------------------------------------------------------------------- OTHER INVESTMENTS While the fund invests mainly in U.S. common stocks, it could invest up to 25% of total assets in foreign securities. Also, while the fund is permitted to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities), the managers don't intend to use them as principal investments, and might not use them all. 15 | Kemper Classic Growth Fund The Main Risks Of Investing In The Fund There are several risk factors that could hurt the fund's performance, cause you to lose money or make the fund perform less well than other investments. As with most stock funds, the most important factor with this fund is how stock markets perform -- in this case, the large company portion of the U.S. stock market. When prices of these stocks fall, you should expect the value of your investment to fall as well. Large company stocks at times may not perform as well as stocks of smaller or mid-size companies. Because a stock represents ownership in its issuer, stock prices can be hurt by poor management, shrinking product demand and other business risks. These may affect single companies as well as groups of companies. To the extent that the fund focuses on a given industry, any factors affecting that industry could affect portfolio securities. For example, a rise in unemployment could hurt manufacturers of consumer goods. Other factors that could affect performance include: o the managers could be wrong in their analysis of companies, industries, risk factors or other matters o growth stocks may be out of favor for certain periods o foreign securities may be more volatile than their U.S. counterparts, for reasons such as currency fluctuations and political and economic uncertainty o derivatives could produce disproportionate losses o at times, it could be hard to value some investments or to get an attractive price for them THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- This fund may make sense for investors interested in a long-term investment that seeks to lower its share price volatility. - -------------------------------------------------------------------------------- 16 | Kemper Classic Growth Fund Performance The bar chart shows the total returns for the fund's Class A shares, which may give some idea of risk. The chart doesn't reflect sales loads; if it did, returns would be lower. The table shows how the fund's returns over different periods average out. For context, the table has a broad-based market index (which, unlike the fund, has no fees or expenses). All figures on this page assume reinvestment of dividends and distributions. As always, past performance is no guarantee of future results. - ------------------------------------------------------------------------------ Annual Total Returns (%) as of 12/31 each year Class A Shares - ------------------------------------------------------------------------------ THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE BAR CHART DATA: 1999 33.78 Best quarter: 24.37%, Q4 1999 Worst quarter: -2.55%, Q3 1999 - ------------------------------------------------------------------------------ Average Annual Total Returns (as of 12/31/1999) - ------------------------------------------------------------------------------ Since 12/31/98 Since 4/16/98 1 Year Life of Class - ------------------------------------------------------------------------------ Class A 26.06% 19.13% - ------------------------------------------------------------------------------ Class B 29.64 20.76 - ------------------------------------------------------------------------------ Class C 32.48 22.23 - ------------------------------------------------------------------------------ Index 21.04 19.80* - ------------------------------------------------------------------------------ Index: Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index), an unmanaged, capitalization-weighted index that includes 500 large-cap U.S. stocks. The table includes the effects of maximum sales loads. In both the table and the chart, total returns from the date of inception through 1999 would have been lower if operating expenses hadn't been reduced. * Index comparison begins 4/30/1998 - -------------------------------------------------------------------------------- 17 | Kemper Classic Growth Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. - ------------------------------------------------------------------------------ Fee Table Class A Class B Class C - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Shareholder Fees, paid directly from your investment - ------------------------------------------------------------------------------ Maximum Sales Charge (Load) On Purchases (as % of offering price) 5.75% None None - ------------------------------------------------------------------------------ Maximum Deferred Sales Charge (Load) (as % of redemption proceeds) None* 4.00% 1.00% - ------------------------------------------------------------------------------ Annual Operating Expenses, deducted from fund assets - ------------------------------------------------------------------------------ Management Fee 0.70% 0.70% 0.70% - ------------------------------------------------------------------------------ Distribution (12b-1) Fee None 0.75 0.75 - ------------------------------------------------------------------------------ Other Expenses** 0.99 1.10 1.47 - ------------------------------------------------------------------------------ Total Annual Operating Expenses 1.69 2.55 2.92 - ------------------------------------------------------------------------------ Expense Waiver 0.25 0.25 0.25 - ------------------------------------------------------------------------------ Net Annual Operating Expenses*** 1.44 2.30 2.67 - ------------------------------------------------------------------------------ * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege (see "Policies You Should Know About -- Policies about transactions") may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. "Other Expenses" are restated to reflect changes in certain administrative and regulatory fees. *** By contract, Scudder Kemper has agreed to waive 0.25% of its management fee until 1/31/2001. Based on the figures above (including one year of waived expenses in each period), this example is designed to help you compare the expenses of each share class to those of other funds. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different. - ------------------------------------------------------------------------------ Example 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------ Expenses, assuming you sold your shares at the end of each period - ------------------------------------------------------------------------------ Class A shares $713 $1,053 $1,417 $2,436 - ------------------------------------------------------------------------------ Class B shares 633 1,069 1,532 2,460 - ------------------------------------------------------------------------------ Class C shares 370 880 1,515 3,223 - ------------------------------------------------------------------------------ Expenses, assuming you kept your shares - ------------------------------------------------------------------------------ Class A shares $713 $1,053 $1,417 $2,436 - ------------------------------------------------------------------------------ Class B shares 233 769 1,332 2,460 - ------------------------------------------------------------------------------ Class C shares 270 880 1,515 3,223 - ------------------------------------------------------------------------------ 18 | Kemper Classic Growth Fund THE INVESTMENT ADVISOR The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more than 80 years of experience managing mutual funds and currently has more than $290 billion in assets under management. Scudder Kemper takes a team approach to asset management, bringing together professionals from many investment disciplines. Supporting each team are Scudder Kemper's many economists, research analysts, traders and other investment specialists, located across the United States and around the world. For serving as the fund's investment advisor, Scudder Kemper receives a management fee. For the most recent fiscal year, the actual amount the fund paid in management fees was 0.45% of its average daily net assets. [ICON] - -------------------------------------------------------------------------------- FUND MANAGERS The following people handle the fund's day-to-day management: William F. Gadsden Bruce F. Beaty Co-lead Portfolio Manager Co-lead Portfolio Manager o Began investment career o Began investment career in 1981 in 1982 o Joined the advisor in o Joined the advisor 1983 in 1991 o Joined the fund team o Joined the fund team in 1996 in 1996 THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- The fund is managed by a team of investment professionals who work together to develop the fund's investment strategies. - -------------------------------------------------------------------------------- 19 | Kemper Classic Growth Fund TICKER SYMBOLS CLASS: A) KGRAX B) KGRBX C) KGRCX Kemper Growth Fund FUND GOAL The fund seeks growth of capital through professional management and diversification of investments in securities that the investment manager believes have the potential for capital appreciation. 20 | Kemper Growth Fund The Fund's Main Strategy The fund normally invests at least 65% of total assets in common stocks of large U.S. companies (those with market values of $1 billion or more). As of December 31, 1999, companies in which the fund invests have a median market capitalization of approximately $43 billion. In choosing stocks, the portfolio managers look for individual companies that have strong product lines, effective management and leadership positions within core markets. The managers also analyze each company's valuation, stock price movements and other factors. Based on their analysis, the managers classify stocks as follows: Stable Growth (typically at least 70% of portfolio): companies with strong business lines and potentially sustainable earnings growth Accelerating Growth (typically up to 25% of portfolio): companies with a history of strong earnings growth and the potential for continued growth at a rapid rate Special Situations (typically up to 15% of portfolio): companies that appear likely to become Stable Growth or Accelerating Growth companies through a new product launch, restructuring, change in management or other catalyst The managers intend to keep the fund's holdings diversified across industries and companies, and generally keep its sector weightings similar to those of the Russell 1000 Growth Index. The fund normally will sell a stock when the managers believe its earnings potential or its fundamental qualities have deteriorated or when other investments offer better opportunities. [ICON] - -------------------------------------------------------------------------------- OTHER INVESTMENTS The fund could invest up to 25% of total assets in foreign securities. Also, while the fund is permitted to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities), the managers don't intend to use them as principal investments, and might not use them at all. 21 | Kemper Growth Fund The Main Risks Of Investing In The Fund There are several risk factors that could hurt the fund's performance, cause you to lose money or make the fund perform less well than other investments. As with most stock funds, the most important factor with this fund is how stock markets perform -- in this case, the large company portion of the U.S. stock market. When prices of these stocks fall, you should expect the value of your investment to fall as well. Large company stocks at times may not perform as well as stocks of smaller or mid-size companies. Because a stock represents ownership in its issuer, stock prices can be hurt by poor management, shrinking product demand and other business risks. These may affect single companies as well as groups of companies. To the extent that the fund focuses on a given industry, any factors affecting that industry could affect portfolio securities. For example, a rise in unemployment could hurt consumer goods makers, or the emergence of new technologies could hurt computer software or hardware companies. Other factors that could affect performance include: o the managers could be wrong in their analysis of companies, industries, economic trends or other matters o growth stocks may be out of favor for certain periods o foreign securities may be more volatile than their U.S. counterparts, for reasons such as currency fluctuations and political and economic uncertainty o derivatives could produce disproportionate losses o at times, it could be hard to value some investments or to get an attractive price for them THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- This fund may be suitable for investors who want a moderate to aggressive long-term growth fund with a large-cap emphasis. - -------------------------------------------------------------------------------- 22 | Kemper Growth Fund Performance The bar chart shows how the total returns for the fund's Class A shares have varied from year to year, which may give some idea of risk. The chart doesn't reflect sales loads; if it did, returns would be lower. The table shows how the fund's returns over different periods average out. For context, the table has two broad-based market indices (which, unlike the fund, have no fees or expenses). All figures on this page assume reinvestment of dividends and distributions. As always, past performance is no guarantee of future results. - ------------------------------------------------------------------------------ Annual Total Returns (%) as of 12/31 each year Class A Shares - ------------------------------------------------------------------------------ THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE BAR CHART DATA: 1990 3.86 1991 66.85 1992 -1.56 1993 1.63 1994 -5.91 1995 31.87 1996 16.34 1997 16.80 1998 14.22 1999 36.91 Best quarter: 29.11%, Q4 1999 Worst quarter: -22.18%, Q3 1998 - ------------------------------------------------------------------------------ Average Annual Total Returns (as of 12/31/1999) - ------------------------------------------------------------------------------ Since Since Since 5/31/94 Since 12/31/98 12/31/94 Life of 12/31/89 1 Year 5 Years Class B/C 10 Years - ------------------------------------------------------------------------------ Class A 29.02% 21.45% -- 15.73% - ------------------------------------------------------------------------------ Class B 32.48 21.51 18.53% -- - ------------------------------------------------------------------------------ Class C 35.69 21.83 18.83 -- - ------------------------------------------------------------------------------ Index 1 33.16 32.41 29.74 20.32 - ------------------------------------------------------------------------------ Index 2 21.04 28.56 25.70 18.21 - ------------------------------------------------------------------------------ Index 1: Russell 1000 Growth Index, an unmanaged capitalization-weighted index containing the growth stocks in the Russell 1000 Index. Index 2: Standard and Poor's 500 Composite Stock Price Index (S&P 500), an unmanaged capitalization-weighted index that includes 500 large-cap U.S. stocks. The table includes the effects of maximum sales loads. - -------------------------------------------------------------------------------- 23 How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. - ------------------------------------------------------------------------------ Fee Table Class A Class B Class C - ------------------------------------------------------------------------------ Shareholder Fees, paid directly from your investment - ------------------------------------------------------------------------------ Maximum Sales Charge (Load) On Purchases (as % of offering price) 5.75% None None - ------------------------------------------------------------------------------ Maximum Deferred Sales Charge (Load) (as % of redemption proceeds) None* 4.00% 1.00% - ------------------------------------------------------------------------------ Annual Operating Expenses, deducted from fund assets - ------------------------------------------------------------------------------ Management Fee 0.54% 0.54% 0.54% - ------------------------------------------------------------------------------ Distribution (12b-1) Fee None 0.75 0.75 - ------------------------------------------------------------------------------ Other Expenses** 0.52 0.89 0.61 - ------------------------------------------------------------------------------ Total Annual Operating Expenses 1.06 2.18 1.90 - ------------------------------------------------------------------------------ * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege (see "Policies You Should Know About -- Policies about transactions") may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. "Other Expenses" are restated to reflect changes in certain administrative and regulatory fees. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other funds. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different. - -------------------------------------------------------------------------------- Example 1 Year 3 Years 5 Years 10 Years - -------------------------------------------------------------------------------- Expenses, assuming you sold your shares at the end of each period - ------------------------------------------------------------------------------ Class A shares $677 $893 $1,126 $1,795 - ------------------------------------------------------------------------------ Class B shares 621 982 1,369 1,965 - ------------------------------------------------------------------------------ Class C shares 293 597 1,026 2,222 - ------------------------------------------------------------------------------ Expenses, assuming you kept your shares - ------------------------------------------------------------------------------ Class A shares $677 $893 $1,126 $1,795 - ------------------------------------------------------------------------------ Class B shares 221 682 1,169 1,965 - ------------------------------------------------------------------------------ Class C shares 193 597 1,026 2,222 - ------------------------------------------------------------------------------ 24 | Kemper Growth Fund THE INVESTMENT ADVISOR The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more than 80 years of experience managing mutual funds and currently has more than $290 billion in assets under management. Scudder Kemper takes a team approach to asset management, bringing together professionals from many investment disciplines. Supporting each team are Scudder Kemper's many economists, research analysts, traders and other investment specialists, located across the United States and around the world. For serving as the fund's investment advisor, Scudder Kemper receives a management fee. For the most recent fiscal year, the actual amount the fund paid in management fees was 0.54% of its average daily net assets. [ICON] - -------------------------------------------------------------------------------- FUND MANAGERS The following people handle the fund's day-to-day management: Valerie F. Malter George P. Fraise Co-lead Portfolio Manager Co-lead Portfolio Manager o Began investment career o Began investment career in 1985 in 1987 o Joined the advisor o Joined the advisor in 1995 in 1997 o Joined the fund team o Joined the fund team in 1999 in 1999 THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- The fund is managed by a team of investment professionals who work together to develop the fund's investment strategies. - -------------------------------------------------------------------------------- 25 | Kemper Growth Fund TICKER SYMBOLS CLASS: A) KSCAX B) KSCBX C) KSCCX Kemper Small Capitalization Equity Fund FUND GOAL The fund seeks maximum appreciation of investors' capital. 26 | Kemper Small Capitalization Equity Fund The Fund's Main Strategy Under normal market conditions, the fund invests at least 65% of total assets in small capitalization stocks similar in size to those comprising the Russell 2000 Index. In choosing stocks, the portfolio manager looks for individual companies with a history of revenue growth, effective management and strong balance sheets, among other factors. In particular, the manager seeks companies that may benefit from technological advances, new marketing methods and economic and demographic changes. The manager also considers the economic outlooks for various sectors and industries, typically favoring those where high growth companies tend to be clustered, such as medical technology, software and specialty retailing. The manager may favor securities from different industries and companies at different times, while still maintaining variety in terms of the industries and companies represented. The fund normally will sell a stock when the manager believe its price is unlikely to go much higher, its fundamental qualities have deteriorated or other investments offer better opportunities. The fund also sells securities of companies that have grown in market capitalization above the maximum of the Russell 2000 Index, as necessary to keep focused on smaller companies. [ICON] - -------------------------------------------------------------------------------- OTHER INVESTMENTS While the fund invests mainly in U.S. stocks, it could invest up to 25% of total assets in foreign securities. Also, while the fund is permitted to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities), the manager doesn't intend to use them as principal investments, and might not use them at all. 27 | Kemper Small Capitalization Equity Fund The Main Risks Of Investing In The Fund There are several risk factors that could hurt the fund's performance, cause you to lose money or make the fund perform less well than other investments. As with most stock funds, the most important factor with this fund is how stock markets perform -- in this case, the small company portion of the U.S. stock market. When prices of these stocks fall, you should expect the value of your investment to fall as well. Small stocks tend to be more volatile than stocks of larger companies, in part because small companies tend to be less established than larger companies and the valuation of their stocks often depends on future expectations. Because a stock represents ownership in its issuer, stock prices can be hurt by poor management, shrinking product demand and other business risks. These may affect single companies as well as groups of companies. To the extent that the fund focuses on a given industry, any factors affecting that industry could affect portfolio securities. For example, the emergence of new technologies could hurt electronics or medical technology companies. Other factors that could affect performance include: o the managers could be wrong in their analysis of companies, industries, economic trends or other matters o growth stocks may be out of favor for certain periods o foreign securities may be more volatile than their U.S. counterparts, for reasons such as currency fluctuations and political and economic uncertainty o derivatives could produce disproportionate losses o at times, it could be hard to value some investments or to get an attractive price for them THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- Investors who are looking to add the growth potential of smaller companies or to diversify a large-cap growth portfolio may want to consider this fund. - -------------------------------------------------------------------------------- 28 | Kemper Small Capitalization Equity Fund Performance The bar chart shows how the total returns for the fund's Class A shares have varied from year to year, which may give some idea of risk. The chart doesn't reflect sales loads; if it did, returns would be lower. The table shows how the fund's returns over different periods average out. For context, the table has three broad-based market indices (which, unlike the fund, have no fees or expenses). All figures on this page assume reinvestment of dividends and distributions. As always, past performance is no guarantee of future results. - ------------------------------------------------------------------------------ Annual Total Returns (%) as of 12/31 each year Class A Shares - ------------------------------------------------------------------------------ THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE BAR CHART DATA: 1990 -5.22 1991 69.01 1992 0.12 1993 16.79 1994 -3.31 1995 31.17 1996 14.09 1997 20.47 1998 -3.10 1999 33.62 Best quarter: 32.09%, Q4 1999 Worst quarter: -22.85%, Q3 1998 - ------------------------------------------------------------------------------ Average Annual Total Returns (as of 12/31/1999) - ------------------------------------------------------------------------------ Since Since Since 5/31/94 Since 12/31/98 12/31/94 Life of 12/31/89 1 Year 5 Years Class B/C 10 Years - ------------------------------------------------------------------------------ Class A 25.92% 17.08% -- 14.83% - ------------------------------------------------------------------------------ Class B 29.15 17.03 15.41% -- - ------------------------------------------------------------------------------ Class C 32.51 17.37 15.67 -- - ------------------------------------------------------------------------------ Index 1 21.04 28.56 25.70 18.21 - ------------------------------------------------------------------------------ Index 2 21.26 16.69 15.09 13.40 - ------------------------------------------------------------------------------ Index 3 43.09 18.99 17.62 13.51 - ------------------------------------------------------------------------------ Index 1: Standard and Poor's 500 Composite Stock Price Index (S&P 500), an unmanaged capitalization-weighted index that includes 500 large-cap U.S. stocks. Index 2: Russell 2000 Index, an unmanaged capitalization-weighted measure of approximately 2,000 small U.S. stocks. Index 3: Russell 2000 Growth Index, an unmanaged capitalization-weighted index containing the growth stocks in the Russell 2000 Index. The table includes the effects of maximum sales loads. - ------------------------------------------------------------------------------ 29 | Kemper Small Capitalization Equity Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. - ------------------------------------------------------------------------------ Fee Table Class A Class B Class C - ------------------------------------------------------------------------------ Shareholder Fees, paid directly from your investment - ------------------------------------------------------------------------------ Maximum Sales Charge (Load) On Purchases (as % of offering price) 5.75% None None - ------------------------------------------------------------------------------ Maximum Deferred Sales Charge (Load) (as % of redemption proceeds) None* 4.00% 1.00% - ------------------------------------------------------------------------------ Annual Operating Expenses, deducted from fund assets - ------------------------------------------------------------------------------ Management Fee 0.65% 0.65% 0.65% - ------------------------------------------------------------------------------ Distribution (12b-1) Fee None 0.75 0.75 - ------------------------------------------------------------------------------ Other Expenses** 0.40 0.90 0.55 - ------------------------------------------------------------------------------ Total Annual Operating Expenses 1.05 2.30 1.95 - ------------------------------------------------------------------------------ * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege (see "Policies You Should Know About -- Policies about transactions") may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. "Other Expenses" are restated to reflect changes in certain administrative and regulatory fees. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other funds. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different. - ------------------------------------------------------------------------------ Example 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------ Expenses, assuming you sold your shares at the end of each period - ------------------------------------------------------------------------------ Class A shares $676 $890 $1,121 $1,784 - ------------------------------------------------------------------------------ Class B shares 633 1,018 1,430 2,030 - ------------------------------------------------------------------------------ Class C shares 298 612 1,052 2,275 - ------------------------------------------------------------------------------ Expenses, assuming you kept your shares - ------------------------------------------------------------------------------ Class A shares $676 $890 $1,121 $1,784 - ------------------------------------------------------------------------------ Class B shares 233 718 1,230 2,030 - ------------------------------------------------------------------------------ Class C shares 198 612 1,052 2,275 - ------------------------------------------------------------------------------ 30 | Kemper Small Capitalization Equity Fund THE INVESTMENT ADVISOR The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more than 80 years of experience managing mutual funds and currently has more than $290 billion in assets under management. Scudder Kemper takes a team approach to asset management. Scudder Kemper's team is comprised of investment professionals, economists, research analysts, traders and other investment specialists, located across the United States and around the world. For serving as the fund's advisor, Scudder Kemper receives a management fee, which was 0.65% of the fund's average daily net assets for the most recent fiscal year. This fee is based on a rate of 0.65% of average daily net assets which is adjusted up or down (to as low as 0.35% or as high as 0.95%) depending on how the fund's Class A shares performed relative to the S&P 500 Index. [ICON] - -------------------------------------------------------------------------------- FUND MANAGER Jesus A. Cabrera handles the fund's day-to-day management. He began his investment career in 1984, joined the advisor in 1999 and joined the fund in 1999. 31 | Kemper Small Capitalization Equity Fund TICKER SYMBOLS CLASS: A) KTCAX B) KTCBX C) KTCCX Kemper Technology Fund FUND GOAL The fund seeks growth of capital. 32 | Kemper Technology Fund The Fund's Main Strategy The fund normally invests at least 65% of total assets in common stocks of U.S. companies in the technology sector. This may include companies of any size that commit at least half of their assets to the technology sector, or derive at least half of their revenues or net income from that sector. Examples of industries within the technology sector are aerospace, electronics, computers/software, medicine/biotechnology, geology and oceanography. In choosing stocks, the portfolio managers look for individual companies that have robust and sustainable earnings growth, large and growing markets, innovative products and services and strong balance sheets, among other factors. The managers may favor securities from different industries and companies within the technology sector at different times, while still maintaining variety in terms of the industries and companies represented. The fund will normally sell a stock when the managers believe its price is unlikely to go much higher, its fundamental qualities have deteriorated or other investments offer better opportunities. [ICON] - -------------------------------------------------------------------------------- OTHER INVESTMENTS While the fund invests mainly in U.S. stocks, it could invest up to 25% of total assets in foreign securities. Also, while the fund is permitted to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities), the managers don't intend to use them as principal investments, and might not use them at all. 33 | Kemper Technology Fund The Main Risks Of Investing In The Fund There are several risk factors that could hurt the fund's performance, cause you to lose money or make the fund perform less well than other investments. As with most stock funds, the most important factor with this fund is how stock markets perform. When stock prices fall, you should expect the value of your investment to fall as well. The fact that the fund concentrates in one sector increases this risk, because factors affecting this sector affect fund performance. For example, technology companies could be hurt by such factors as market saturation, price competition and competing technologies. Because a stock represents ownership in its issuer, stock prices can be hurt by poor management, shrinking product demand and other business risks. These may affect single companies as well as groups of companies. Many technology companies are smaller companies that may have limited business lines and financial resources, making them highly vulnerable to business and economic risks. Other factors that could affect performance include: o the managers could be wrong in their analysis of companies, industries, economic trends or other matters o growth stocks may be out of favor for certain periods o foreign securities may be more volatile than their U.S. counterparts, for reasons such as currency fluctuations and political and economic uncertainty o derivatives could produce disproportionate losses o at times, it could be hard to value some investments or to get an attractive price for them THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- This fund may appeal to investors who want exposure to a sector that offers attractive long-term growth potential and who can accept above-average risks. - -------------------------------------------------------------------------------- 34 | Kemper Technology Fund Performance The bar chart shows how the total returns for the fund's Class A shares have varied from year to year, which may give some idea of risk. The chart doesn't reflect sales loads; if it did, returns would be lower. The table shows how the fund's returns over different periods average out. For context, the table has three market indices (which, unlike the fund, have no fees or expenses). All figures on this page assume reinvestment of dividends and distributions. As always, past performance is no guarantee of future results. - ------------------------------------------------------------------------------ Annual Total Returns (%) as of 12/31 each year Class A Shares - ------------------------------------------------------------------------------ THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE BAR CHART DATA: 1990 0.44 1991 44.35 1992 -1.19 1993 11.69 1994 11.35 1995 42.77 1996 20.60 1997 7.11 1998 43.59 1999 114.28 Best quarter: 57.80%, Q4 1999 Worst quarter: -16.80%, Q3 1990 - ------------------------------------------------------------------------------ Average Annual Total Returns (as of 12/31/1999) - ------------------------------------------------------------------------------ Since 12/31/98 Since 12/31/94 Since 5/31/94 Since 12/31/89 1 Year 5 Years Life of Class B/C 10 Years - ------------------------------------------------------------------------------ Class A 102.02% 39.84% -- 25.29% - ------------------------------------------------------------------------------ Class B 108.94 40.01 38.07% -- - ------------------------------------------------------------------------------ Class C 112.00 40.31 38.35 -- - ------------------------------------------------------------------------------ Index 1 33.16 32.41 29.74 20.32 - ------------------------------------------------------------------------------ Index 2 21.04 28.56 25.70 18.21 - ------------------------------------------------------------------------------ Index 3 123.33 49.90 54.73 32.24 - ------------------------------------------------------------------------------ Index 1: Russell 1000 Growth Index, an unmanaged capitalization-weighted index containing the growth stocks in the Russell 1000 Index. Index 2: Standard and Poor's 500 Composite Stock Price Index (S&P 500), an unmanaged capitalization-weighted index that includes 500 large-cap U.S. stocks. Index 3: Hambrecht & Quist Index, an unmanaged index composed of approximately 275 technology stocks, including companies from five technology groups: computer hardware, computer software, communications, semiconductors and information services. The table includes the effects of maximum sales loads. - -------------------------------------------------------------------------------- 35 | Kemper Technology Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. - ------------------------------------------------------------------------------ Fee Table Class A Class B Class C - ------------------------------------------------------------------------------ Shareholder Fees, paid directly from your investment - ------------------------------------------------------------------------------ Maximum Sales Charge (Load) On Purchases (as % of offering price) 5.75% None None - ------------------------------------------------------------------------------ Maximum Deferred Sales Charge (Load) (as % of redemption proceeds) None* 4.00% 1.00% - ------------------------------------------------------------------------------ Annual Operating Expenses, deducted from fund assets - ------------------------------------------------------------------------------ Management Fee 0.53% 0.53% 0.53% - ------------------------------------------------------------------------------ Distribution (12b-1) Fee None 0.75 0.75 - ------------------------------------------------------------------------------ Other Expenses** 0.43 0.65 0.55 - ------------------------------------------------------------------------------ Total Annual Operating Expenses 0.96 1.93 1.83 - ------------------------------------------------------------------------------ * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege (see "Policies You Should Know About -- Policies about transactions") may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. "Other Expenses" are restated to reflect changes in certain administrative and regulatory fees. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other funds. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different. - ------------------------------------------------------------------------------ Example 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------ Expenses, assuming you sold your shares at the end of each period - ------------------------------------------------------------------------------ Class A shares $667 $863 $1,075 $1,685 - ------------------------------------------------------------------------------ Class B shares 596 906 1,242 1,769 - ------------------------------------------------------------------------------ Class C shares 286 576 990 2,148 - ------------------------------------------------------------------------------ Expenses, assuming you kept your shares - ------------------------------------------------------------------------------ Class A shares $667 $863 $1,075 $1,685 - ------------------------------------------------------------------------------ Class B shares 196 606 1,042 1,769 - ------------------------------------------------------------------------------ Class C shares 186 576 990 2,148 - ------------------------------------------------------------------------------ 36 | Kemper Technology Fund THE INVESTMENT ADVISOR The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more than 80 years of experience managing mutual funds and currently has more than $290 billion in assets under management. Scudder Kemper takes a team approach to asset management, bringing together professionals from many investment disciplines. Supporting each team are Scudder Kemper's many economists, research analysts, traders and other investment specialists, located across the United States and around the world. For serving as the fund's investment advisor, Scudder Kemper receives a management fee. For the most recent fiscal year, the actual amount the fund paid in management fees was 0.53% of its average daily net assets. [ICON] - -------------------------------------------------------------------------------- FUND MANAGERS The following people handle the fund's day-to-day management: James B. Burkart Robert L. Horton Co-lead Portfolio Manager o Began investment career o Began investment career in 1993 in 1970 o Joined the advisor in 1996 o Joined the advisor in 1998 o Joined the fund team o Joined the fund team in in 1999 1998 Tracy McCormick Deborah L. Koch o Began investment career Co-lead Portfolio Manager in 1980 o Began investment career o Joined the advisor in 1985 in 1994 o Joined the advisor in 1992 o Joined the fund team in 1999 o Joined the fund team in 1998 Virginea Stuart o Began investment career J. Brooks Dougherty in 1995 o Began investment career o Joined the advisor in 1984 in 1996 o Joined the advisor in 1993 o Joined the fund team in 1999 o Joined the fund team in 1999 THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- The fund is managed by a team of investment professionals who work together to develop the fund's investment strategies. - -------------------------------------------------------------------------------- 37 | Kemper Technology Fund TICKER SYMBOLS CLASS: A) KTRAX B) KTRBX C) KTRCX Kemper Total Return Fund FUND GOAL The fund seeks the highest total return, a combination of income and capital appreciation, consistent with reasonable risk. 38 | Kemper Total Return Fund The Fund's Main Strategy The fund follows a flexible investment program, investing in a mix of growth stocks and bonds. The fund can buy many types of securities, among them common stocks, convertible securities, corporate bonds, U.S. government bonds and mortgage- and asset-backed securities. Generally, most are from U.S. issuers, but the fund may invest up to 25% of total assets in foreign securities. The portfolio managers may shift the proportion of the fund's holdings, at different times favoring stocks or bonds (and within those asset classes, different types of securities), while still maintaining variety in terms of the securities, issuers and economic sectors represented. In choosing individual stocks, the managers favor large companies with a history of above-average growth, attractive prices relative to potential growth, sound financial strength and effective management, among other factors. The fund will normally sell a stock when it reaches a target price or when the managers believe its fundamental qualities have deteriorated. In deciding what types of bonds to buy and sell, the managers consider their relative potential for stability and attractive income, and other factors such as credit quality and market conditions. The fund may invest in bonds of any duration. [ICON] - -------------------------------------------------------------------------------- OTHER INVESTMENTS Normally, this fund's bond component consists mainly of investment-grade bonds (those in the top four grades of credit quality). However, the fund could invest up to 35% of total assets in junk bonds (i.e., grade BB and below). While the fund is permitted to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities), the managers don't intend to use them as principal investments, and might not use them at all. 39 | Kemper Total Return Fund The Main Risks Of Investing In The Fund There are several risk factors that could hurt the fund's performance, cause you to lose money or make the fund perform less well than other investments. The most important factor is how stock markets perform -- something that depends on many influences, including economic, political and demographic trends. When stock prices fall, the value of your investment is likely to fall as well. Stock prices can be hurt by poor management, shrinking product demand and other business risks. Stock risks tend to be greater with smaller companies. The fund is also affected by the performance of bonds. A rise in interest rates generally means a fall in bond prices and, in turn, a fall in the value of your investment. Some bonds could be paid off earlier than expected, which would hurt the fund's performance; with mortgage- or asset-backed securities, any unexpected behavior in interest rates could increase the volatility of the fund's share price and yield. Corporate bonds could perform less well than other bonds in a weak economy. Other factors that could affect performance include: o the managers could be wrong in their analysis of industries, companies, the relative attractiveness of stocks and bonds or other matters o foreign securities may be more volatile than their U.S. counterparts, for reasons such as currency fluctuations and political and economic uncertainty o growth stocks may be out of favor for certain periods o a bond could fall in credit quality or go into default o derivatives could produce disproportionate losses o at times, it could be hard to value some investments or to get an attractive price for them THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- Because it invests in a mix of stocks and bonds, this fund could make sense for investors seeking asset class diversification in a single fund. - -------------------------------------------------------------------------------- 40 | Kemper Total Return Fund Performance The bar chart shows how the total returns for the fund's Class A shares have varied from year to year, which may give some idea of risk. The chart doesn't reflect sales loads; if it did, returns would be lower. The table shows how the fund's returns over different periods average out. For context, the table has three broad-based market indices (which, unlike the fund, have no fees or expenses). All figures on this page assume reinvestment of dividends and distributions. As always, past performance is no guarantee of future results. - ------------------------------------------------------------------------------ Annual Total Returns (%) as of 12/31 each year Class A Shares - ------------------------------------------------------------------------------ THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE BAR CHART DATA: 1990 4.11 1991 40.16 1992 2.49 1993 11.59 1994 -9.18 1995 25.80 1996 16.25 1997 19.14 1998 15.91 1999 14.60 Best quarter: 17.08%, Q1 1999 Worst quarter: -9.82%, Q3 1990 - ------------------------------------------------------------------------------ Average Annual Total Returns (as of 12/31/1999) - ------------------------------------------------------------------------------ Since Since Since 5/31/94 Since 12/31/98 12/31/94 Life of 12/31/89 1 Year 5 Years Class B/C 10 Years - ------------------------------------------------------------------------------ Class A 8.03% 16.88% -- 12.70% - ------------------------------------------------------------------------------ Class B 10.57 17.04 14.37% -- - ------------------------------------------------------------------------------ Class C 13.58 17.25 14.56 -- - ------------------------------------------------------------------------------ Index 1 21.04 28.56 25.70 18.21 - ------------------------------------------------------------------------------ Index 2 -2.15 7.61 6.90 7.65 - ------------------------------------------------------------------------------ Index 3 33.16 32.41 29.74 20.32 - ------------------------------------------------------------------------------ Index 1: Standard and Poor's 500 Composite Stock Price Index (S&P 500), an unmanaged capitalization-weighted index that includes 500 large-cap U.S. stocks. Index 2: Lehman Brothers Government/Corporate Bond Index, an unmanaged index of government and investment-grade corporate debt securities of intermediate- and long-term maturities. Index 3: Russell 1000 Growth Index, an unmanaged capitalization-weighted index containing the growth stocks in the Russell 1000 Index. The table includes the effects of maximum sales loads. - -------------------------------------------------------------------------------- 41 | Kemper Total Return Fund How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. - ------------------------------------------------------------------------------ Fee Table Class A Class B Class C - ------------------------------------------------------------------------------ Shareholder Fees, paid directly from your investment - ------------------------------------------------------------------------------ Maximum Sales Charge (Load) On Purchases (as % of offering price) 5.75% None None - ------------------------------------------------------------------------------ Maximum Deferred Sales Charge (Load) (as % of redemption proceeds) None* 4.00% 1.00% - ------------------------------------------------------------------------------ Annual Operating Expenses, deducted from fund assets - ------------------------------------------------------------------------------ Management Fee 0.53% 0.53% 0.53% - ------------------------------------------------------------------------------ Distribution (12b-1) Fee None 0.75 0.75 - ------------------------------------------------------------------------------ Other Expenses** 0.50 0.76 0.62 - ------------------------------------------------------------------------------ Total Annual Operating Expenses 1.03 2.04 1.90 - ------------------------------------------------------------------------------ * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege (see "Policies You Should Know About -- Policies about transactions") may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. "Other Expenses" are restated to reflect changes in certain administrative and regulatory fees. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other funds. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different. - ------------------------------------------------------------------------------ Example 1 Year 3 Years 5 Years 10 Years - ------------------------------------------------------------------------------ Expenses, assuming you sold your shares at the end of each period - ------------------------------------------------------------------------------ Class A shares $674 $884 $1,111 $1,762 - ------------------------------------------------------------------------------ Class B shares 607 940 1,298 1,869 - ------------------------------------------------------------------------------ Class C shares 293 597 1,026 2,222 - ------------------------------------------------------------------------------ Expenses, assuming you kept your shares - ------------------------------------------------------------------------------ Class A shares $674 $884 $1,111 $1,762 - ------------------------------------------------------------------------------ Class B shares 207 640 1,098 1,869 - ------------------------------------------------------------------------------ Class C shares 193 597 1,026 2,222 - ------------------------------------------------------------------------------ 42 | Kemper Total Return Fund THE INVESTMENT ADVISOR The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more than 80 years of experience managing mutual funds and currently has more than $290 billion in assets under management. Scudder Kemper takes a team approach to asset management, bringing together professionals from many investment disciplines. Supporting each team are Scudder Kemper's many economists, research analysts, traders and other investment specialists, located across the United States and around the world. For serving as the fund's investment advisor, Scudder Kemper receives a management fee. For the most recent fiscal year, the actual amount the fund paid in management fees was 0.53% of its average daily net assets. [ICON] - -------------------------------------------------------------------------------- FUND MANAGERS The following people handle the fund's day-to-day management: Gary A. Langbaum Tracy McCormick Lead Portfolio Manager o Began investment career o Began investment career in 1980 in 1970 o Joined the advisor o Joined the advisor in 1994 in 1988 o Joined the fund team o Joined the fund team in 1998 in 1995 Robert S. Cessine o Began investment career in 1982 o Joined the advisor in 1993 o Joined the fund team in 1999 THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- The fund is managed by a team of investment professionals who work together to develop the fund's investment strategies. - -------------------------------------------------------------------------------- 43 | Kemper Total Return Fund TICKER SYMBOLS CLASS: A) KVGAX B) KVGBX C) KVGCX Kemper Value+Growth Fund FUND GOAL The fund seeks growth of capital through a portfolio of growth and value stocks. A secondary objective of the fund is the reduction of risk over a full market cycle compared to a portfolio of only growth stocks or only value stocks. 44 | KEMPER VALUE+GROWTH FUND The Fund's Main Strategy The fund normally invests at least 65% of total assets in U.S. common stocks. Although the fund can invest in stocks of any size, it mainly chooses stocks from among the 1,000 largest (as measured by market capitalization). The fund manages risk by investing in both growth and value stocks. While the fund's neutral mix is 50% for growth stocks and 50% for value stocks, the managers may shift the fund's holdings depending on their outlook, at different times favoring growth stocks or value stocks, while still maintaining variety in terms of the securities, issuers and economic sectors represented. Typically, adjustments in the fund's growth/value proportions are gradual. The allocation to growth or value stocks may be up to 75% at any time. In choosing growth stocks, the managers look for companies with a history of above-average growth, attractive prices relative to potential growth and sound financial strength, among other factors. With value stocks, the managers look for companies whose stock prices are low in light of earnings, cash flow and other valuation measures, while also considering such factors as dividend growth rates and earnings estimates. The fund will normally sell a stock when the managers believe its price is unlikely to go much higher, its fundamental qualities have deteriorated or to adjust the proportions of growth and value stocks. THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- OTHER INVESTMENTS While the fund invests mainly in U.S. common stocks, it could invest up to 25% of total assets in foreign securities. Also, while the fund is permitted to use various types of derivatives (contracts whose value is based on, for example, indices, currencies or securities), the managers don't intend to use them as principal investments, and might not use them at all. KEMPER VALUE+GROWTH FUND | 45 The Main Risks Of Investing In The Fund There are several risk factors that could hurt the fund's performance, cause you to lose money or make the fund perform less well than other investments. As with most stock funds, the most important factor with this fund is how stock markets perform -- in this case, the large company portion of the U.S. stock market. When large company stock prices fall, you should expect the value of your investment to fall as well. Large company stocks at times may not perform as well as stocks of smaller or mid-size companies. Because a stock represents ownership in its issuer, stock prices can be hurt by poor management, shrinking product demand and other business risks. These may affect single companies as well as groups of companies. In any given period, either growth stocks or value stocks will generally lag the other; because the fund invests in both, it is likely to lag any fund that focuses on the type of stock that outperforms during that period, and at times may lag both. Other factors that could affect performance include: o the managers could be wrong in their analysis of industries, companies, the relative attractiveness of growth stocks and value stocks or other matters o foreign securities may be more volatile than their U.S. counterparts, for reasons such as currency fluctuations and political and economic uncertainty o derivatives could produce disproportionate losses o at times, it could be hard to value some investments or to get an attractive price for them THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- This fund is designed for investors with long-term goals who want to gain exposure to both growth and value stocks in a single fund. 46 | KEMPER VALUE+GROWTH FUND Performance The bar chart shows how the total returns for the fund's Class A shares have varied from year to year, which may give some idea of risk. (The chart doesn't reflect sales loads; if it did, returns would be lower.) The table shows how the fund's returns over different periods average out. For context, the table has two broad-based market indices (which, unlike the fund, have no fees or expenses). All figures on this page assume reinvestment of dividends and distributions. As always, past performance is no guarantee of future results. - ------------------------------------------------------------------------------ Annual Total Returns (%) as of 12/31 each year Class A Shares - ------------------------------------------------------------------------------ THE ORIGINAL DOCUMENT CONTAINS A BAR CHART HERE BAR CHART DATA: 1996 25.56 1997 24.52 1998 18.88 1999 16.69 Best quarter: 20.65%, Q4 1999 Worst quarter: -22.85%, Q3 1998 - -------------------------------------------------------------------------------- Average Annual Total Returns (as of 12/31/1999) - -------------------------------------------------------------------------------- Since 12/31/98 Since 10/16/95 1 Year Life of Class - ------------------------------------------------------------------------------ Class A 9.97% 20.27% - ------------------------------------------------------------------------------ Class B 12.87 20.75 - ------------------------------------------------------------------------------ Class C 15.80 21.00 - ------------------------------------------------------------------------------ Index 1 21.04 27.07* - ------------------------------------------------------------------------------ Index 2 20.91 26.32* - ------------------------------------------------------------------------------ Index 1: Standard and Poor's 500 Composite Stock Price Index (S&P 500), an unmanaged capitalization-weighted index that includes 500 large-cap U.S. stocks. Index 2: Russell 1000 Index, an unmanaged price-only index of 1,000 of the largest capitalized companies that are domiciled in the United States and whose common stocks are traded there. The table includes the effects of maximum sales loads. In 1995, 1996, 1998 and 1999, for Class A Shares; and in 1995 through 1999, for Class B and C Shares, total returns would have been lower in the table and the bar chart if operating expenses hadn't been reduced. * Index comparison begins 10/31/1995 - -------------------------------------------------------------------------------- KEMPER VALUE+GROWTH FUND | 47 How Much Investors Pay This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. - -------------------------------------------------------------------------------- Fee Table Class A Class B Class C - -------------------------------------------------------------------------------- Shareholder Fees, paid directly from your investment - ------------------------------------------------------------------------------ Maximum Sales Charge (Load) On Purchases (as % of offering price) 5.75% None None - ------------------------------------------------------------------------------ Maximum Deferred Sales Charge (Load) (as % of redemption proceeds) None* 4.00% 1.00% - ------------------------------------------------------------------------------ Annual Operating Expenses, deducted from fund assets - ------------------------------------------------------------------------------ Management Fee 0.70% 0.70% 0.70% - ------------------------------------------------------------------------------ Distribution (12b-1) Fee None 0.75 0.75 - ------------------------------------------------------------------------------ Other Expenses** 0.76 0.89 1.26 - ------------------------------------------------------------------------------ Total Annual Operating Expenses 1.46 2.34 2.71 - ------------------------------------------------------------------------------ * The redemption of shares purchased at net asset value under the Large Order NAV Purchase Privilege (see "Policies You Should Know About -- Policies about transactions") may be subject to a contingent deferred sales charge of 1.00% if redeemed within one year of purchase and 0.50% if redeemed during the second year following purchase. ** Includes costs of shareholder servicing, custody, accounting services and similar expenses, which may vary with fund size and other factors. "Other Expenses" are restated to reflect changes in certain administrative and regulatory fees. Based on the figures above, this example is designed to help you compare the expenses of each share class to those of other funds. The example assumes operating expenses remain the same and that you invested $10,000, earned 5% annual returns and reinvested all dividends and distributions. This is only an example; actual expenses will be different. - -------------------------------------------------------------------------------- Example 1 Year 3 Years 5 Years 10 Years - -------------------------------------------------------------------------------- Expenses, assuming you sold your shares at the end of each period - ------------------------------------------------------------------------------ Class A shares $715 $1,010 $1,327 $2,221 - ------------------------------------------------------------------------------ Class B shares 637 1,030 1,450 2,254 - ------------------------------------------------------------------------------ Class C shares 274 841 1,435 3,041 - ------------------------------------------------------------------------------ Expenses, assuming you kept your shares - ------------------------------------------------------------------------------ Class A shares $715 $1,010 $1,327 $2,221 - ------------------------------------------------------------------------------ Class B shares 237 730 1,250 2,254 - ------------------------------------------------------------------------------ Class C shares 374 841 1,435 3,041 - ------------------------------------------------------------------------------ 48 | KEMPER VALUE+GROWTH FUND THE INVESTMENT ADVISOR The fund's investment advisor is Scudder Kemper Investments, Inc., 345 Park Avenue, New York, NY. Scudder Kemper has more than 80 years of experience managing mutual funds and currently has more than $290 billion in assets under management. Scudder Kemper takes a team approach to asset management, bringing together professionals from many investment disciplines. Supporting each team are Scudder Kemper's many economists, research analysts, traders and other investment specialists, located across the United States and around the world. For serving as the fund's investment advisor, Scudder Kemper receives a management fee. For the most recent fiscal year, the actual amount the fund paid in management fees was 0.70% of its average daily net assets. FUND MANAGERS The following people handle the fund's day-to-day management: Donald E. Hall William J. Wallace Lead Portfolio Manager o Began investment career o Began investment career in 1981 in 1982 o Joined the advisor o Joined the advisor in 1987 in 1982 o Joined the fund team o Joined the fund team in 1999 in 1999 THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- The fund is managed by a team of investment professionals who work together to develop the fund's investment strategies. KEMPER VALUE+GROWTH FUND | 49 Other Policies And Risks While the previous pages describe the main points of each fund's strategy and risks, there are a few other issues to know about: o Although major changes tend to be infrequent, each fund's Board could change that fund's investment goal without seeking shareholder approval o As a temporary defensive measure, any of these funds could shift up to 100% of assets into investments such as money market securities. This could prevent losses, but would mean that the fund would not be pursuing its goal o Scudder Kemper establishes a security's credit quality when it buys the security, using independent ratings or, for unrated securities, its own credit determination. When ratings don't agree, a fund may use the higher rating. If a security's credit quality falls, the advisor will determine whether selling it would be in the shareholders' best interests o The funds may trade securities more actively than many funds, which could mean higher expenses (thus lowering return) and higher taxable distributions o These funds' equity investments are mainly common stocks, but may also include other types of equities, such as preferred or convertible stocks Keep in mind that there is no assurance that any mutual fund will achieve its goal. Euro conversion Funds which invest in foreign securities could be affected by accounting differences, changes in tax treatment or other issues related to the conversion of certain European currencies into the euro, which is already underway. Scudder Kemper is working to address euro-related issues as they occur and understands that other key service providers are taking similar steps. Still, there's some risk that this problem could materially affect a fund's operation (including its ability to calculate net asset value and to handle purchases and redemptions), its investments or securities markets in general. THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- This prospectus doesn't tell you about every policy or risk of investing in a fund. For more information, request a copy of the Statement of Additional Information (see back cover). 50 Financial Highlights These tables are designed to help you understand each fund's financial performance in recent years. The figures in the first part of each table are for a single share. The total return figures represent the percentage that an investor in a particular fund would have earned (or lost), assuming all dividends and distributions were reinvested. This information has been audited by Ernst & Young LLP (except Kemper Classic Growth Fund, which has been audited by PricewaterhouseCoopers LLP), whose reports, along with each fund's financial statements, are included in that fund's annual report (see "Shareholder reports" on the back cover). Kemper Aggressive Growth Fund Class A - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997(a) - -------------------------------------------------------------------------------- Net asset value, beginning of period $10.98 $12.60 $9.50 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment loss (.11)(b) (.02) (.02) - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 4.55 (1.05) 3.12 - -------------------------------------------------------------------------------- Total from investment operations 4.44 (1.07) 3.10 - -------------------------------------------------------------------------------- Less distribution from net realized gain -- .55 -- - -------------------------------------------------------------------------------- Net asset value, end of period $15.42 $10.98 $12.60 - -------------------------------------------------------------------------------- Total return (not annualized) (%) 40.44 (8.67) 32.63 - -------------------------------------------------------------------------------- Ratios to average net assets (annualized) - -------------------------------------------------------------------------------- Expenses absorbed by the fund (%) 1.30 1.25 1.49 - -------------------------------------------------------------------------------- Net investment loss (%) (.81) (.42) (.35) - -------------------------------------------------------------------------------- Other ratios to average net assets (annualized) - -------------------------------------------------------------------------------- Expenses by the fund (%) 1.59 1.46 -- - -------------------------------------------------------------------------------- Net investment loss (%) (1.10) (.63) -- - -------------------------------------------------------------------------------- (a) December 31, 1996 to September 30, 1997. (b) Based on monthly average shares outstanding during the period. 51 Class B - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997(a) - -------------------------------------------------------------------------------- Net asset value, beginning of period $10.83 $12.52 $9.50 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment loss (.24)(b) (.04) (.08) - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 4.47 (1.10) 3.10 - -------------------------------------------------------------------------------- Total from investment operations 4.23 (1.14) 3.02 - -------------------------------------------------------------------------------- Less distribution from net realized gain -- .55 -- - -------------------------------------------------------------------------------- Net asset value, end of period $15.06 $10.83 $12.52 - -------------------------------------------------------------------------------- Total return (not annualized) (%) 39.06 (9.30) 31.79 - -------------------------------------------------------------------------------- Ratios to average net assets (annualized) - -------------------------------------------------------------------------------- Expenses absorbed by the fund (%) 2.17 2.12 2.41 - -------------------------------------------------------------------------------- Net investment loss (%) (1.68) (1.29) (1.27) - -------------------------------------------------------------------------------- Other ratios to average net assets (annualized) - -------------------------------------------------------------------------------- Expenses (%) 2.77 2.81 -- - -------------------------------------------------------------------------------- Net investment loss (%) (2.28) (1.98) -- - -------------------------------------------------------------------------------- (a) December 31, 1996 to September 30, 1997. (b) Based on monthly average shares outstanding during the period. 52 Class C - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997(a) - -------------------------------------------------------------------------------- Net asset value, beginning of period $10.84 $12.53 $9.50 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment loss (.25)(b) (.04) (.07) - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 4.47 (1.10) 3.10 - -------------------------------------------------------------------------------- Total from investment operations 4.22 (1.14) 3.03 - -------------------------------------------------------------------------------- Less distribution from net realized gain -- .55 -- - -------------------------------------------------------------------------------- Net asset value, end of period $15.06 $10.84 $12.53 - -------------------------------------------------------------------------------- Total return (not annualized) (%) 38.93 (9.29) 31.89 - -------------------------------------------------------------------------------- Ratios to average net assets (annualized) - -------------------------------------------------------------------------------- Expenses absorbed by the fund (%) 2.30 2.10 2.19 - -------------------------------------------------------------------------------- Net investment loss (%) (1.81) (1.27) (1.05) - -------------------------------------------------------------------------------- Other ratios to average net assets (annualized) - -------------------------------------------------------------------------------- Expenses (%) 2.96 2.76 -- - -------------------------------------------------------------------------------- Net investment loss (%) (2.47) (1.93) -- - -------------------------------------------------------------------------------- Supplemental data for all classes - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997(a) - ------------------------------------------------------------------------------ Net assets at end of period (in thousands) $74,350 37,332 11,609 - ------------------------------------------------------------------------------ Portfolio turnover rate (annualized) 125 190 364 - ------------------------------------------------------------------------------ (a) December 31, 1996 to September 30, 1997. (b) Based on monthly average shares outstanding during the period. Notes: Total return does not reflect the effect of any sales charges. Per share data for the period ended September 30, 1999 was determined based on average shares outstanding. Scudder Kemper agreed to temporarily waive and absorb certain operating expenses of the fund during the years ended September 30, 1999 and September 30, 1998. The Other Ratios to Average Net Assets are computed without this waiver. 53 Kemper Blue Chip Fund Class A - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net asset value, beginning of year $16.61 $17.68 $17.14 $14.87 $12.33 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment income (loss) .02(a) .11 .18 .22 .19 - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 4.55 1.17 3.70 3.45 2.57 - -------------------------------------------------------------------------------- Total from investment operations 4.57 1.28 3.88 3.67 2.76 - -------------------------------------------------------------------------------- Less distributions from: - -------------------------------------------------------------------------------- Net investment income -- .16 .21 .20 .20 - -------------------------------------------------------------------------------- Net realized gain .42 2.19 3.13 1.20 .02 - -------------------------------------------------------------------------------- Total distributions .42 2.35 3.34 1.40 .22 - -------------------------------------------------------------------------------- Net asset value, end of year $20.76 $16.61 $17.68 $17.14 $14.87 - -------------------------------------------------------------------------------- Total return (%) 27.96 7.80 26.78 26.72 22.74 - -------------------------------------------------------------------------------- Ratios to average net assets - -------------------------------------------------------------------------------- Expenses, before expense reductions (%) 1.19 1.29 1.19 1.26 1.30 - -------------------------------------------------------------------------------- Expenses, net (%) 1.19 1.29 1.19 1.26 1.30 - -------------------------------------------------------------------------------- Net investment income (loss) (%) .13 .62 1.07 1.40 1.47 - -------------------------------------------------------------------------------- Class B - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net asset value, beginning of year $16.55 $17.61 $17.09 $14.82 $12.29 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment income (loss) (.14)(a) (.03) .04 .10 .09 - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 4.51 1.17 3.67 3.45 2.56 - -------------------------------------------------------------------------------- Total from investment operations 4.37 1.14 3.71 3.55 2.65 - -------------------------------------------------------------------------------- Less distributions from: - -------------------------------------------------------------------------------- Net investment income -- .01 .06 .08 .10 - -------------------------------------------------------------------------------- Net realized gain .42 2.19 3.13 1.20 .02 - -------------------------------------------------------------------------------- Total distributions .42 2.20 3.19 1.28 .12 - -------------------------------------------------------------------------------- Net asset value, end of year $20.50 $16.55 $17.61 $17.09 $14.82 - -------------------------------------------------------------------------------- Total return (%) 26.83 6.96 25.62 25.82 21.76 - -------------------------------------------------------------------------------- Ratios to average net assets - -------------------------------------------------------------------------------- Expenses, before expense reductions (%) 2.07 2.10 2.06 2.08 2.06 - -------------------------------------------------------------------------------- Expenses, net (%) 2.07 2.10 2.06 2.08 2.06 - -------------------------------------------------------------------------------- Net investment income (loss) (%) (.75) (.19) .20 .58 .71 - -------------------------------------------------------------------------------- (a) Based on monthly average shares outstanding during the period. 54 Class C - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net asset value, beginning of year $16.65 $17.69 $17.15 $14.88 $12.32 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment income (loss) (.13)(a) (.01) .03 .10 .07 - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 4.54 1.18 3.71 3.45 2.62 - -------------------------------------------------------------------------------- Total from investment operations 4.41 1.17 3.74 3.55 2.69 - -------------------------------------------------------------------------------- Less distributions from: - -------------------------------------------------------------------------------- Net investment income -- .02 .07 .08 .11 - -------------------------------------------------------------------------------- Net realized gain .42 2.19 3.13 1.20 .02 - -------------------------------------------------------------------------------- Total distributions .42 2.21 3.20 1.28 .13 - -------------------------------------------------------------------------------- Net asset value, end of year $20.64 $16.65 $17.69 $17.15 $14.88 - -------------------------------------------------------------------------------- Total return (%) 26.91 7.08 25.71 25.75 22.04 - -------------------------------------------------------------------------------- Ratios to average net assets - -------------------------------------------------------------------------------- Expenses, before expense reductions (%) 1.98 2.03 2.00 2.05 2.01 - -------------------------------------------------------------------------------- Expenses, net (%) 1.97 2.03 2.00 2.05 2.01 - -------------------------------------------------------------------------------- Net investment income (loss) (%) (.65) (.12) .26 .61 .76 - -------------------------------------------------------------------------------- Supplemental data for all classes - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------ Net assets at end of period (in thousands) $915,008 581,770 446,891 256,172 168,266 - ------------------------------------------------------------------------------ Portfolio turnover rate (annualized) (%) 75 157 183 166 117 - ------------------------------------------------------------------------------ (a) Based on monthly average shares outstanding during the period. Note: Total return does not reflect the effect of any sales charges. Per share data for the year ended October 31, 1999 was determined based on average shares outstanding. 55 Kemper Classic Growth Fund Class A - -------------------------------------------------------------------------------- Years ended August 31, 1999(a) 1999 1998(b) - ------------------------------------------------------------------------------ Net asset value, beginning of period $22.63 $16.62 $20.30 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment income (loss) (c) (.02) (.04) .01 - ------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investment transactions 1.69 6.86 (3.69) - ------------------------------------------------------------------------------ Total from investment operations 1.67 6.82 (3.68) - ------------------------------------------------------------------------------ Less distributions from net realized gains on investment transactions -- (.81) -- - ------------------------------------------------------------------------------ Net asset value, end of period $24.30 $22.63 $16.62 - ------------------------------------------------------------------------------ Total return (%) (d)(e) 7.38** 41.54 (18.13)** - ------------------------------------------------------------------------------ Ratios and supplemental data - ------------------------------------------------------------------------------ Net assets, end of period ($ millions) 62.6 54.7 7.2 - ------------------------------------------------------------------------------ Ratio of operating expenses, net, to average daily net assets (%) 1.27* 1.24 1.24* - ------------------------------------------------------------------------------ Ratio of operating expenses before expense reductions, to average daily net assets (%) 1.52* 1.65 1.74* - ------------------------------------------------------------------------------ Ratio of net investment income (loss) to average daily net assets (%) (.44)* (.17) .10* - ------------------------------------------------------------------------------ Portfolio turnover rate (%) 58* 68 49 - ------------------------------------------------------------------------------ (a) For the period ended October 31, 1999. (b) For the period April 16, 1998 (commencement of sale of Class A, B and C shares) to August 31, 1998. (c) Based on monthly average shares outstanding during the period. (d) Total return would have been lower had certain expenses not been reduced. (e) Total return does not reflect the effect of any sales charges. * Annualized ** Not annualized 56 Class B - -------------------------------------------------------------------------------- Years ended August 31, 1999(a) 1999 1998(b) - ------------------------------------------------------------------------------ Net asset value, beginning of period $22.37 $16.57 $20.30 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment income (loss) (c) (.05) (.22) (.05) - ------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investment transactions 1.66 6.83 (3.68) - ------------------------------------------------------------------------------ Total from investment operations 1.61 6.61 (3.73) - ------------------------------------------------------------------------------ Less distributions from net realized gains on investment transactions -- (.81) -- - ------------------------------------------------------------------------------ Net asset value, end of period $23.98 $22.37 $16.57 - ------------------------------------------------------------------------------ Total return (%) (d)(e) 7.20** 40.30** (18.37)** - ------------------------------------------------------------------------------ Ratios and supplemental data - ------------------------------------------------------------------------------ Net assets, end of period ($ millions) 37.4 30.5 5.9 - ------------------------------------------------------------------------------ Ratio of operating expenses, net, to average daily net assets (%) 2.22* 2.12 2.12* - ------------------------------------------------------------------------------ Ratio of operating expenses before expense reductions, to average daily net assets (%) 2.47* 2.51 2.52* - ------------------------------------------------------------------------------ Ratio of net investment income (loss) to average daily net assets (%) (1.38)* (1.04) (.79)* - ------------------------------------------------------------------------------ Portfolio turnover rate (%) 58* 68 49 - ------------------------------------------------------------------------------ (a) For the period ended October 31, 1999. (b) For the period April 16, 1998 (commencement of sale of Class A, B and C shares) to August 31, 1998. (c) Based on monthly average shares outstanding during the period. (d) Total return would have been lower had certain expenses not been reduced. (e) Total return does not reflect the effect of any sales charges. * Annualized ** Not annualized 57 Class C - -------------------------------------------------------------------------------- Years ended August 31, 1999(a) 1999 1998(b) - ------------------------------------------------------------------------------ Net asset value, beginning of period $22.38 $16.57 $20.30 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment income (loss) (c) (.07) (.22) (.05) - ------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investment transactions 1.66 6.84 (3.68) - ------------------------------------------------------------------------------ Total from investment operations 1.59 6.62 (3.73) - ------------------------------------------------------------------------------ Less distributions from net realized gains on investment transactions -- (.81) -- - ------------------------------------------------------------------------------ Net asset value, end of period $23.97 $22.38 $16.57 - ------------------------------------------------------------------------------ Total return (%) (c)(d) 7.10** 40.42** (18.37)** - ------------------------------------------------------------------------------ Ratios and supplemental data - ------------------------------------------------------------------------------ Net assets, end of period ($ millions) 7.1 5.6 .9 - ------------------------------------------------------------------------------ Ratio of operating expenses, net, to average daily net assets (%) 2.69* 2.09 2.09* - ------------------------------------------------------------------------------ Ratio of operating expenses before expense reductions, to average daily net assets (%) 2.94* 2.88 3.00* - ------------------------------------------------------------------------------ Ratio of net investment income (loss) to average daily net assets (%) (1.86)** (1.02) (.73)* - ------------------------------------------------------------------------------ Portfolio turnover rate (%) 58* 68 49 - ------------------------------------------------------------------------------ (a) For the period ended October 31, 1999. (b) For the period April 16, 1998 (commencement of sale of Class A, B and C shares) to August 31, 1998. (c) Based on monthly average shares outstanding during the period. (d) Total return would have been lower had certain expenses not been reduced. (e) Total return does not reflect the effect of any sales charges. * Annualized ** Not annualized 58 Kemper Growth Fund Class A - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net asset value, beginning of year $11.72 $15.47 $17.21 $16.07 $12.93 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment income (loss) (.05)(a) (.01)(a) -- .12 .05 - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 4.18 (1.65) 2.61 2.74 3.27 - -------------------------------------------------------------------------------- Total from investment operations 4.13 (1.66) 2.61 2.86 3.32 - -------------------------------------------------------------------------------- Less dividends: - -------------------------------------------------------------------------------- Distribution from net investment income -- -- -- .04 -- - -------------------------------------------------------------------------------- Distribution from net realized gain .06 2.09 4.35 1.68 .18 - -------------------------------------------------------------------------------- Total dividends .06 2.09 4.35 1.72 .18 - -------------------------------------------------------------------------------- Net asset value, end of year $15.79 $11.72 $15.47 $17.21 $16.07 - -------------------------------------------------------------------------------- Total return (%) 35.29 (11.78) 19.97 19.62 26.07 - -------------------------------------------------------------------------------- Ratios to average net assets - -------------------------------------------------------------------------------- Expenses (%) 1.05 1.04 1.06 1.07 1.17 - -------------------------------------------------------------------------------- Net investment income (loss) (%) (.36) (.09) .07 .65 .43 - -------------------------------------------------------------------------------- Class B - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net asset value, beginning of year $11.03 $14.83 $16.82 $15.85 $12.88 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment loss (.21)(a) (.16)(a) (.16) (.09) (.08) - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 3.93 (1.55) 2.52 2.74 3.23 - -------------------------------------------------------------------------------- Total from investment operations 3.72 (1.71) 2.36 2.65 3.15 - -------------------------------------------------------------------------------- Less distribution from net realized gain .06 2.09 4.35 1.68 .18 - -------------------------------------------------------------------------------- Net asset value, end of year $14.69 $11.03 $14.83 $16.82 $15.85 - -------------------------------------------------------------------------------- Total return (%) 33.77 (12.73) 18.68 18.47 24.83 - -------------------------------------------------------------------------------- Ratios to average net assets - -------------------------------------------------------------------------------- Expenses (%) 2.17 2.14 2.13 2.05 2.17 - -------------------------------------------------------------------------------- Net investment loss (%) (1.48) (1.19) (1.00) (.33) (.57) - -------------------------------------------------------------------------------- (a) Based on monthly average shares outstanding during the period. 59 Class C - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net asset value, beginning of year $11.13 $14.91 $16.87 $15.87 $12.88 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment loss (.18)(a) (.14)(a) (.13) (.06) (.07) - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 3.98 (1.55) 2.52 2.74 3.24 - -------------------------------------------------------------------------------- Total from investment operations 3.80 (1.69) 2.39 2.68 3.17 - -------------------------------------------------------------------------------- Less distribution from net realized gain .06 2.09 4.35 1.68 .18 - -------------------------------------------------------------------------------- Net asset value, end of year $14.87 $11.13 $14.91 $16.87 $15.87 - -------------------------------------------------------------------------------- Total return (%) 34.19 (12.50) 18.87 18.65 24.99 - -------------------------------------------------------------------------------- Ratios to average net assets - -------------------------------------------------------------------------------- Expenses (%) 1.90 1.98 1.99 1.95 2.03 - -------------------------------------------------------------------------------- Net investment loss (%) (1.21) (1.03) (.86) (.23) (.43) - -------------------------------------------------------------------------------- Supplemental data for all classes Years ended September 30, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net assets at end of year (in thousands) $2,578,244 2,209,521 2,827,565 2,738,303 2,503,301 - -------------------------------------------------------------------------------- Portfolio turnover rate (%) 97 122 201 150 67 - -------------------------------------------------------------------------------- (a) Based on monthly average shares outstanding during the period. Notes: Total return does not reflect the effect of any sales charges. Per share data for years ended September 30, 1999 and September 30, 1998 were determined based on average shares outstanding. 60 Kemper Small Capitalization Equity Fund Class A - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net asset value, beginning of year $5.30 $7.98 $7.01 $7.14 $5.81 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment income (loss) (.04)(a) (.03) (.01) (.02)(a) (.01) - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 1.27 (1.84) 1.55 .94 1.68 - -------------------------------------------------------------------------------- Total from investment operations 1.23 (1.87) 1.54 .92 1.67 - -------------------------------------------------------------------------------- Less distributions from net realized gain .41 .81 .57 1.05 .34 - -------------------------------------------------------------------------------- Net asset value, end of year $6.12 $5.30 $7.98 $7.01 $7.14 - -------------------------------------------------------------------------------- Total return (%) 23.91 (25.13) 24.29 16.33 30.88 - -------------------------------------------------------------------------------- Ratios to average net assets - -------------------------------------------------------------------------------- Expenses (%) 1.01 .90 .90 1.08 1.14 - -------------------------------------------------------------------------------- Net investment income (loss) (%) (.64) (.38) (.20) (.26) (.18) - -------------------------------------------------------------------------------- Class B - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net asset value, beginning of year $4.98 $7.64 $6.81 $7.03 $5.78 - -------------------------------------------------------------------------------- Income from investment operations: - -------------------------------------------------------------------------------- Net investment income (loss) (.10)(a) (.11) (.10) (.09)(a) (.07) - -------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 1.20 (1.74) 1.50 .92 1.66 - -------------------------------------------------------------------------------- Total from investment operations 1.10 (1.85) 1.40 .83 1.59 - -------------------------------------------------------------------------------- Less distributions from net realized gain .41 .81 .57 1.05 .34 - -------------------------------------------------------------------------------- Net asset value, end of year $5.67 $4.98 $7.64 $6.81 $7.03 - -------------------------------------------------------------------------------- Total return (%) 22.78 (26.06) 22.83 15.13 29.59 - -------------------------------------------------------------------------------- Ratios to average net assets - -------------------------------------------------------------------------------- Expenses (%) 2.28 2.14 2.14 2.15 2.17 - -------------------------------------------------------------------------------- Net investment income (loss) (%) (1.91) (1.62) (1.44) (1.33) (1.21) - -------------------------------------------------------------------------------- (a) Based on monthly average shares outstanding during the period. 61 Class C - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------- Net asset value, beginning of year $5.00 $7.63 $6.80 $7.02 $5.77 - ------------------------------------------------------------------------------- Income from investment operations: - ------------------------------------------------------------------------------- Net investment income (loss) (.08)(a) (.14) (.09) (.09)(a) (.07) - ------------------------------------------------------------------------------- Net realized and unrealized gain (loss) 1.20 (1.68) 1.49 .92 1.66 - ------------------------------------------------------------------------------- Total from investment operations 1.12 (1.82) 1.40 .83 1.59 - ------------------------------------------------------------------------------- Less distributions from net realized gain .41 .81 .57 1.05 .34 - ------------------------------------------------------------------------------- Net asset value, end of year $5.71 $5.00 $7.63 $6.80 $7.02 - ------------------------------------------------------------------------------- Total return (%) 23.10 (25.65) 22.87 15.16 29.65 - ------------------------------------------------------------------------------- Ratios to average net assets - ------------------------------------------------------------------------------- Expenses (%) 1.93 2.06 1.95 2.15 2.10 - ------------------------------------------------------------------------------- Net investment income (loss) (%) (1.56) (1.54) (1.25) (1.33) (1.14) - ------------------------------------------------------------------------------- Supplemental data for all classes - -------------------------------------------------------------------------------- Years ended September 30, 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------- Net assets at end of year (in thousands) $721,926 718,349 1,095,478934,075 839,905 - -------------------------------------------------------------------------------- Portfolio turnover rate (%) 133 86 102 85 102 - -------------------------------------------------------------------------------- (a) Based on monthly average shares outstanding during the period. Notes: Total return does not reflect the effect of any sales charges. Per share data for the years ended September 30, 1999, and September 30, 1996 were determined based on average shares outstanding. 62 Kemper Technology Fund Class A - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------ Net asset value, beginning of year $11.77 $13.13 $13.16 $14.63 $11.50 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment gain (loss) (a) (.06) (.04) (.06) (.08) (.03) - ------------------------------------------------------------------------------ Net realized and unrealized gain (loss) 10.65 .82 2.14 .74 4.66 - ------------------------------------------------------------------------------ Total from investment operations 10.59 .78 2.08 .66 4.63 - ------------------------------------------------------------------------------ Less distribution from net realized gain 1.07 2.14 2.11 2.13 1.50 - ------------------------------------------------------------------------------ Net asset value, end of year $21.29 $11.77 $13.13 $13.16 $14.63 - ------------------------------------------------------------------------------ Total return (%) 94.71 8.21 17.11 7.83 47.30 - ------------------------------------------------------------------------------ Ratios to average net assets - ------------------------------------------------------------------------------ Expenses, before expense reductions (%) .93 .92 .89 .89 .88 - ------------------------------------------------------------------------------ Expenses, net (%) .93 .92 .89 .89 .88 - ------------------------------------------------------------------------------ Net investment loss (%) (.38) (.37) (.42) (.62) (.23) - ------------------------------------------------------------------------------ Class B - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------ Net asset value, beginning of year $11.03 $12.54 $12.77 $14.39 $11.45 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment loss (a) (.22) (.14) (.18) (.19) (.15) - ------------------------------------------------------------------------------ Net realized and unrealized gain 9.88 .77 2.06 .70 4.59 - ------------------------------------------------------------------------------ Total from investment operations 9.66 .63 1.88 .51 4.44 - ------------------------------------------------------------------------------ Less distribution from net realized gain 1.07 2.14 2.11 2.13 1.50 - ------------------------------------------------------------------------------ Net asset value, end of year $19.62 $11.03 $12.54 $12.77 $14.39 - ------------------------------------------------------------------------------ Total return (%) 92.59 7.24 15.91 6.76 45.65 - ------------------------------------------------------------------------------ Ratios to average net assets - ------------------------------------------------------------------------------ Expenses, before expense reductions (%) 1.92 1.85 1.85 1.87 1.82 - ------------------------------------------------------------------------------ Expenses, net (%) 1.92 1.85 1.85 1.87 1.82 - ------------------------------------------------------------------------------ Net investment loss (%) (1.37) (1.30) (1.38) (1.60) (1.17) - ------------------------------------------------------------------------------ (a) Based on monthly average shares outstanding during the period. 63 Class C - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------ Net asset value, beginning of year $11.17 $12.64 $12.85 $14.45 $11.45 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment loss (a) (.21) (.14) (.17) (.18) (.15) - ------------------------------------------------------------------------------ Net realized and unrealized gain 10.02 .81 2.07 .71 4.65 - ------------------------------------------------------------------------------ Total from investment operations 9.81 .67 1.90 .53 4.50 - ------------------------------------------------------------------------------ Less distribution from net realized gain 1.07 2.14 2.11 2.13 1.50 - ------------------------------------------------------------------------------ Net asset value, end of year $19.91 $11.17 $12.64 $12.85 $14.45 - ------------------------------------------------------------------------------ Total return (%) 92.68 7.57 15.98 6.88 46.23 - ------------------------------------------------------------------------------ Ratios to average net assets - ------------------------------------------------------------------------------ Expenses, before expense reductions (%) 1.82 1.81 1.82 1.82 1.76 - ------------------------------------------------------------------------------ Expenses, net (%) 1.82 1.81 1.82 1.82 1.76 - ------------------------------------------------------------------------------ Net investment loss (%) (1.27) (1.26) (1.35) (1.55) (1.11) - ------------------------------------------------------------------------------ Supplemental data for all classes - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------ Net assets at end of year (in thousands) $2,805,651 1,247,991 1,209,723 1,062,8131,017,955 - ------------------------------------------------------------------------------ Portfolio turnover rate (%) 59 146 192 121 105 - ------------------------------------------------------------------------------ (a) Based on monthly average shares outstanding during the period. Note: Total return does not reflect the effect of any sales charges. Per share data for 1995 through 1999 was determined based on average shares outstanding. 64 Kemper Total Return Fund Class A Years ended October 31, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------ Net asset value, beginning of year $10.54 $11.34 $11.28 $10.60 $9.10 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment income .30(a) .29 .31 .28 .29 - ------------------------------------------------------------------------------ Net realized and unrealized gain 1.50 .77 1.57 1.24 1.46 - ------------------------------------------------------------------------------ Total from investment operations 1.80 1.06 1.88 1.52 1.75 - ------------------------------------------------------------------------------ Less dividends: - ------------------------------------------------------------------------------ Distribution from net investment income .31 .31 .33 .34 .25 - ------------------------------------------------------------------------------ Distribution from net realized gain .68 1.55 1.49 .50 -- - ------------------------------------------------------------------------------ Total dividends .99 1.86 1.82 .84 .25 - ------------------------------------------------------------------------------ Net asset value, end of year $11.35 $10.54 $11.34 $11.28 $10.60 - ------------------------------------------------------------------------------ Total return (%) 17.91 10.47 18.95 15.34 19.46 - ------------------------------------------------------------------------------ Ratios to average net assets - ------------------------------------------------------------------------------ Expenses, before expense reductions (%) 1.02 1.01 1.01 1.05 1.12 - ------------------------------------------------------------------------------ Expenses, net (%) 1.02 1.01 1.01 1.05 1.12 - ------------------------------------------------------------------------------ Net investment income (%) 2.71 2.75 2.92 2.76 3.00 - ------------------------------------------------------------------------------ Class B - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------ Net asset value, beginning of year $10.52 $11.33 $11.27 $10.59 $9.09 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment income .19(a) .19 .22 .19 .20 - ------------------------------------------------------------------------------ Net realized and unrealized gain 1.50 .75 1.55 1.23 1.46 - ------------------------------------------------------------------------------ Total from investment operations 1.69 .94 1.77 1.42 1.66 - ------------------------------------------------------------------------------ Less dividends: - ------------------------------------------------------------------------------ Distribution from net investment income .19 .20 .22 .24 .16 - ------------------------------------------------------------------------------ Distribution from net realized gain .68 1.55 1.49 .50 -- - ------------------------------------------------------------------------------ Total dividends .87 1.75 1.71 .74 .16 - ------------------------------------------------------------------------------ Net asset value, end of year $11.34 $10.52 $11.33 $11.27 $10.59 - ------------------------------------------------------------------------------ Total return (%) 16.76 9.30 17.86 14.28 18.42 - ------------------------------------------------------------------------------ Ratios to average net assets - ------------------------------------------------------------------------------ Expenses, before expense reductions (%) 2.03 2.01 1.95 1.99 2.05 - ------------------------------------------------------------------------------ Expenses, net (%) 2.03 2.01 1.95 1.99 2.05 - ------------------------------------------------------------------------------ Net investment income (%) 1.70 1.75 1.98 1.82 2.07 - ------------------------------------------------------------------------------ (a) Based on monthly average shares outstanding during the period. 65 Class C - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------ Net asset value, beginning of year $10.54 $11.34 $11.28 $10.61 $9.09 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment income .20(a) .20 .22 .20 .21 - ------------------------------------------------------------------------------ Net realized and unrealized gain 1.48 .77 1.56 1.22 1.48 - ------------------------------------------------------------------------------ Total from investment operations 1.68 .97 1.78 1.42 1.69 - ------------------------------------------------------------------------------ Less dividends: - ------------------------------------------------------------------------------ Distribution from net investment income .22 .22 .23 .25 .17 - ------------------------------------------------------------------------------ Distribution from net realized gain .68 1.55 1.49 .50 -- - ------------------------------------------------------------------------------ Total dividends .90 1.77 1.72 .75 .17 - ------------------------------------------------------------------------------ Net asset value, end of year $11.32 $10.54 $11.34 $11.28 $10.61 - ------------------------------------------------------------------------------ Total return (%) 16.64 9.50 17.92 14.31 18.76 - ------------------------------------------------------------------------------ Ratios to average net assets - ------------------------------------------------------------------------------ Expenses, before expense reductions (%) 1.89 1.90 1.90 1.89 1.86 - ------------------------------------------------------------------------------ Expenses, net (%) 1.89 1.90 1.90 1.89 1.86 - ------------------------------------------------------------------------------ Net investment income (%) 1.84 1.86 2.03 1.92 2.26 - ------------------------------------------------------------------------------ Supplemental data for all classes - -------------------------------------------------------------------------------- Years ended October 31, 1999 1998 1997 1996 1995 - ------------------------------------------------------------------------------ Net assets at end of year (in thousands) $3,682,023 3,321,254 3,241,383 3,020,7982,926,542 - ------------------------------------------------------------------------------ Portfolio turnover rate (annualized) (%) 64 80 122 85 142 - ------------------------------------------------------------------------------ (a) Based on monthly average shares outstanding during the period. Note: Total return does not reflect the effect of any sales charges. 66 Kemper Value+Growth Fund Class A - -------------------------------------------------------------------------------- Years ended November 30, 1999 1998 1997 1996 1995(a) - ------------------------------------------------------------------------------- Net asset value, beginning of period $15.82 $14.62 $12.95 $10.02 $9.50 - ------------------------------------------------------------------------------- Income from investment operations: - ------------------------------------------------------------------------------- Net investment income (loss) .03(b) .01 .02 .05 .02 - ------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investment transactions 2.68 1.69 2.48 2.88 .50 - ------------------------------------------------------------------------------- Total from investment operations 2.71 1.70 2.50 2.93 .52 - ------------------------------------------------------------------------------- Less distributions from: net realized gains on investment transactions (.23) (.50) (.83) -- -- - ------------------------------------------------------------------------------- Total distributions (.23) (.50) (.83) -- -- - ------------------------------------------------------------------------------- Net asset value, end of period $18.30 $15.82 $14.62 $12.95 $10.02 - ------------------------------------------------------------------------------- Total return (%) (d) 17.42(c) 12.06 20.83 29.24(c) 5.47** - ------------------------------------------------------------------------------- Ratios to average net assets and supplemental data - ------------------------------------------------------------------------------- Net assets at end of year (in thousands) $89,662 $76,705 $52,059 $20,432 $2,695 - ------------------------------------------------------------------------------- Ratio of expenses before expense reductions (%) 1.42 1.42 1.41 1.59 1.35* - ------------------------------------------------------------------------------- Ratio of expenses after expense reductions (%) 1.41 1.42 1.41 1.47 1.35* - ------------------------------------------------------------------------------- Ratio of net investment income (loss) (%) (.15) .22 .35 .43 2.25* - ------------------------------------------------------------------------------- Portfolio turnover rate (%) 105 92 56 82 --* - ------------------------------------------------------------------------------- (a) October 16 to November 30, 1995. (b) Based on monthly average shares outstanding during the period. (c) Total return would have been lower had certain expenses not been reduced. (d) Total return does not reflect the effect of sales charges. * Annualized ** Not annualized 67 Class B - -------------------------------------------------------------------------------- Years ended November 30, 1999 1998 1997 1996 1995(a) - ------------------------------------------------------------------------------- Net asset value, beginning of period $15.40 $14.37 $12.83 $10.02 $9.50 - ------------------------------------------------------------------------------- Income from investment operations: - ------------------------------------------------------------------------------- Net investment income (loss) (.10)(b) (.07) (.07) (.04) .02 - ------------------------------------------------------------------------------- Net realized and unrealized gain (loss) on investment transactions 2.61 1.60 2.44 2.85 .50 - ------------------------------------------------------------------------------- Total from investment operations 2.51 1.53 2.37 2.81 .52 - ------------------------------------------------------------------------------- Less distributions from: net realized gains on investment transactions (.23) (.50) (.83) -- -- - ------------------------------------------------------------------------------- Total distributions (.23) (.50) (.83) -- -- - ------------------------------------------------------------------------------- Net asset value, end of period $17.68 $15.40 $14.37 $12.83 $10.02 - ------------------------------------------------------------------------------- Total return (%)(d) 16.58(c) 11.06(c) 19.96(c) 28.04(c) 5.47** - ------------------------------------------------------------------------------- Ratios to average net assets and supplemental data - ------------------------------------------------------------------------------- Net assets at end of year (in thousands) $74,352 $62,287 $42,888 $17,617 $2,720 - ------------------------------------------------------------------------------- Ratio of expenses before expense reductions (%) 2.31 2.38 2.32 2.44 2.10* - ------------------------------------------------------------------------------- Ratio of expenses after expense reductions (%) 2.19 2.27 2.27 2.27 2.10* - ------------------------------------------------------------------------------- Ratio of net investment income (loss) (%) (.93) (.63) (.51) (.37) 1.50* - ------------------------------------------------------------------------------- Portfolio turnover rate (%) 105 92 56 82 --* - ------------------------------------------------------------------------------- (a) October 16 to November 30, 1995. (b) Based on monthly average shares outstanding during the period. (c) Total return would have been lower had certain expenses not been reduced. (d) Total return does not reflect the effect of sales charges. * Annualized ** Not annualized 68 Class C - -------------------------------------------------------------------------------- Years ended November 30, 1999 1998 1997 1996 1995(a) - ------------------------------------------------------------------------------ Net asset value, beginning of period $15.40 $14.37 $12.84 $10.01 $9.50 - ------------------------------------------------------------------------------ Income from investment operations: - ------------------------------------------------------------------------------ Net investment income (loss) (.11)(b) (.04) (.05) (.04) .01 - ------------------------------------------------------------------------------ Net realized and unrealized gain on investment transactions 2.62 1.57 2.41 2.87 .50 - ------------------------------------------------------------------------------ Total from investment operations 2.51 1.53 2.36 2.83 .51 - ------------------------------------------------------------------------------ Less distributions from: net realized gains on investment transactions (.23) (.50) (.83) -- -- - ------------------------------------------------------------------------------ Total distributions (.23) (.50) (.83) -- -- - ------------------------------------------------------------------------------ Net asset value, end of period $17.68 $15.40 $14.37 $12.84 $10.01 - ------------------------------------------------------------------------------ Total return (%)(d) 16.58(c) 11.06(c) 19.86(c) 28.27(c) 5.37** - ------------------------------------------------------------------------------ Ratios to average net assets and supplemental data - ------------------------------------------------------------------------------ Net assets at end of year (in thousands) $9,379 $5,799 $2,794 $1,043 $436 - ------------------------------------------------------------------------------ Ratio of expenses before expense reductions (%) 2.68 2.16 2.15 2.22 2.07* - ------------------------------------------------------------------------------ Ratio of expenses after expense reductions (%) 2.14 2.16 2.15 2.22 2.07* - ------------------------------------------------------------------------------ Ratio of net investment income (loss) (%) (.88) (.52) (.39) (.32) 1.53* - ------------------------------------------------------------------------------ Portfolio turnover rate (%) 105 92 56 82 --* - ------------------------------------------------------------------------------ (a) October 16 to November 30, 1995. (b) Based on monthly average shares outstanding during the period. (c) Total return would have been lower had certain expenses not been reduced. (d) Total return does not reflect the effect of sales charges. * Annualized ** Not annualized 69 Investing In The Funds The following pages tell you about many of the services, choices and benefits of being a Kemper Funds shareholder. You'll also find information on how to check the status of your account using the method that's most convenient for you. You can find out more about the topics covered here by speaking with your financial representative or a representative of your workplace retirement plan or other investment provider. Choosing A Share Class In this prospectus, there are three share classes for each fund. The Kemper Classic Growth Fund offers a fourth class of shares separately. Each class has its own fees and expenses, offering you a choice of cost structures. Before you invest, take a moment to look over the characteristics of each share class, so that you can be sure to choose the class that's right for you. You may want to ask your financial representative to help you with this decision. We describe each share class in detail on the following pages. But first, you may want to look at the table below, which gives you a brief comparison of the main features of each class. - -------------------------------------------------------------------------------- Classes and features Points to help you compare - -------------------------------------------------------------------------------- Class A o Sales charges of up to 5.75%, o Some investors may be able to charged when you buy shares reduce or eliminate their sales charges; see next page o In most cases, no charges when you sell shares o Total annual expenses are lower than those for Class B or Class C o No distribution fee - ------------------------------------------------------------------------------ Class B o No charges when you buy shares o The deferred sales charge rate falls to zero after six years o Deferred sales charge of up to 4.00%, charged when you sell shares o Shares automatically convert to you bought within the last six years Class A after six years after purchase, which means lower annual o 0.75% distribution fee expenses going forward - ------------------------------------------------------------------------------ Class C o No charges when you buy shares o The deferred sales charge rate is lower, but your shares never convert o Deferred sales charge of 1.00%, to Class A, so annual expenses charged when you sell shares you remain higher bought within the last year o 0.75% distribution fee - ------------------------------------------------------------------------------ 71 Class A shares Class A shares have a sales charge that varies with the amount you invest: Your investment Sales charge Sales charge as a % of as a % of your offering price net investment - --------------------------------------------------------- Up to $50,000 5.75% 6.10% - --------------------------------------------------------- $50,000-$99,999 4.50 4.71 - --------------------------------------------------------- $100,000-$249,999 3.50 3.63 - --------------------------------------------------------- $250,000-$499,999 2.60 2.67 - --------------------------------------------------------- $500,000-$999,999 2.00 2.04 - --------------------------------------------------------- $1 million or more See below and next page - --------------------------------------------------------- The offering price includes the sales charge. You may be able to lower your Class A sales charges if: o you plan to invest at least $50,000 over the next 24 months ("letter of intent") o the amount of Kemper shares you already own (including shares in certain other Kemper funds) plus the amount you're investing now is at least $50,000 ("cumulative discount") o you are investing a total of $50,000 or more in several Kemper funds at once ("combined purchases") The point of these three features is to let you count investments made at other times for purposes of calculating your present sales charge. Any time you can use the privileges to "move" your investment into a lower sales charge category in the table above, it's generally beneficial for you to do so. You can take advantage of these methods by filling in the appropriate sections of your application or by speaking with your financial representative. 72 You may be able to buy Class A shares without sales charges when you are: o reinvesting dividends or distributions o investing through certain workplace retirement plans o participating in an investment advisory program under which you pay a fee to an investment advisor or other firm for portfolio management services There are a number of additional provisions that apply in order to be eligible for a sales charge waiver. The fund may waive the sales charges for investors in other situations as well. Your financial representative or Kemper can answer your questions and help you determine if you are eligible. If you're investing $1 million or more, either as a lump sum or through one of the sales charge reduction features described on the previous page, you may be eligible to buy Class A shares without sales charges. However, you may be charged a contingent deferred sales charge (CDSC) of 1.00% on any shares you sell within the first year of owning them, and a similar charge of 0.50% on shares you sell within the second year of owning them. This CDSC is waived under certain circumstances (see "Policies You Should Know About"). Your financial representative or Kemper can answer your questions and help you determine if you're eligible. THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- Class A shares may make sense for long-term investors, especially those who are eligible for reduced or eliminated sales charges. 73 Class B shares With Class B shares, you pay no up-front sales charges to the fund. Class B shares do have a 12b-1 plan, under which a distribution fee of 0.75% is deducted from fund assets each year. This means the annual expenses for Class B shares are somewhat higher (and their performance correspondingly lower) compared to Class A shares, which don't have a 12b-1 fee. After six years, Class B shares automatically convert to Class A, which has the net effect of lowering the annual expenses from the seventh year on. Class B shares have a contingent deferred sales charge (CDSC). This charge declines over the years you own shares, and disappears completely after six years of ownership. But for any shares you sell within those six years, you may be charged as follows: Year after you bought shares CDSC on shares you sell - ----------------------------------------------------------- First year 4.00% - ----------------------------------------------------------- Second or third year 3.00 - ----------------------------------------------------------- Fourth or fifth year 2.00 - ----------------------------------------------------------- Sixth year 1.00 - ----------------------------------------------------------- Seventh year and later None (automatic conversion to Class A) - ----------------------------------------------------------- This CDSC is waived under certain circumstances (see "Policies You Should Know About"). Your financial representative or Kemper can answer your questions and help you determine if you're eligible. While Class B shares don't have any front-end sales charges, their higher annual expenses (due to 12b-1 fees) mean that over the years you could end up paying more than the equivalent of the maximum allowable front-end sales charge. THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- Class B shares can be a logical choice for long-term investors who would prefer to see all of their investment go to work right away, and can accept somewhat higher annual expenses in exchange. 74 Class C shares Like Class B shares, Class C shares have no up-front sales charges and have a 12b-1 plan under which a distribution fee of 0.75% is deducted from fund assets each year. Because of this fee, the annual expenses for Class C shares are similar to those of Class B shares, but higher than those for Class A shares (and the performance of Class C shares is correspondingly lower than that of Class A). Unlike Class B shares, Class C shares do NOT automatically convert to Class A after six years, so they continue to have higher annual expenses. Class C shares have a contingent deferred sales charge (CDSC), but only on shares you sell within one year of buying them: Year after you bought shares CDSC on shares you sell - ---------------------------------------------------------- First year 1.00% - ---------------------------------------------------------- Second year and later None - ---------------------------------------------------------- This CDSC is waived under certain circumstances (see "Policies You Should Know About"). Your financial representative or Kemper can answer your questions and help you determine if you're eligible. While Class C shares don't have any front-end sales charges, their higher annual expenses (due to 12b-1 fees) mean that over the years you could end up paying more than the equivalent of the maximum allowable front-end sales charge. THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- Class C shares may appeal to investors who plan to sell some or all shares within six years of buying them, or who aren't certain of their investment time horizon. 75 How to Buy Shares Once you've chosen a share class, use these instructions to make investments. Make out any checks to "Kemper Funds." - -------------------------------------------------------------------------------- First investment Additional investments - -------------------------------------------------------------------------------- $1,000 or more for regular accounts $100 or more for regular accounts $250 or more for IRAs $50 or more for IRAs $50 or more with an Automatic Investment Plan - ------------------------------------------------------------------------------ Through a financial representative o Contact your representative using o Contact your representative using the method that's most convenient for the method that's most convenient you for you - ------------------------------------------------------------------------------ By mail or express mail (see below) o Fill out and sign an application o Send a check and a Kemper investment slip to us at the o Send it to us at the appropriate appropriate address below address, along with an investment check o If you don't have an investment slip, simply include a letter with your name, account number, the full name of the fund and the share class and your investment instructions - ------------------------------------------------------------------------------ By wire o Call (800) 621-1048 for instructions o Call (800) 621-1048 for instructions - ------------------------------------------------------------------------------ By phone - -- o Call (800) 621-1048 for instructions - ------------------------------------------------------------------------------ With an automatic investment plan - -- o To set up regular investments, call (800) 621-1048 - ------------------------------------------------------------------------------ On the Internet o Follow the instructions at o Follow the instructions at www.kemper.com www.kemper.com - ------------------------------------------------------------------------------ Regular mail: Kemper Funds, PO Box 219415, Kansas City, MO 64121-9415 Express, registered or certified mail: Kemper Service Company, 811 Main Street, Kansas City, MO 64105-2005 Fax number: (800) 818-7526 (for exchanging and selling only) 76 How to Exchange Or Sell Shares Use these instructions to exchange or sell shares in your account. - -------------------------------------------------------------------------------- Exchanging into another fund Selling shares - -------------------------------------------------------------------------------- $1,000 or more to open a new account Some transactions, including most for over $50,000, can only be $100 or more for exchanges between ordered in writing with a signature existing accounts guarantee; if you're in doubt, see page 80 - ------------------------------------------------------------------------------ Through a financial representative o Contact your representative by the o Contact your representative by method that's most convenient for you the method that's most convenient for you - ------------------------------------------------------------------------------ By phone or wire o Call (800) 621-1048 for instructions o Call (800) 621-1048 for instructions - ------------------------------------------------------------------------------ By mail, express mail or fax (see previous page) Write a letter that includes: Write a letter that includes: o the fund, class and account number o the fund, class and account you're exchanging out of number from which you want to sell shares o the dollar amount or number of shares you want to exchange o the dollar amount or number of shares you want to sell o the name and class of the fund you want to exchange into o your name(s), signature(s) and address, as they appear on your o your name(s), signature(s) and account address, as they appear on your account o a daytime telephone number o a daytime telephone number - ------------------------------------------------------------------------------ With a systematic exchange plan With a systematic withdrawal plan o To set up regular exchanges from a o To set up regular cash payments Kemper fund account, call from a Kemper fund account, call (800) 621-1048 (800) 621-1048 - ------------------------------------------------------------------------------ On the Internet o Follow the instructions at o Follow the instructions at www.kemper.com www.kemper.com - ------------------------------------------------------------------------------ 77 Policies You Should Know About Along with the instructions on the previous pages, the policies below may affect you as a shareholder. If you are investing through an investment provider, check the materials you received from them. As a general rule, you should follow the information in those materials wherever it contradicts the information given here. Please note that an investment provider may charge its own fees. Policies about transactions The funds are open for business each day the New York Stock Exchange is open. Each fund calculates its share price every business day, as of the close of regular trading on the Exchange (typically 3 p.m. Central time, but sometimes earlier, as in the case of scheduled half-day trading or unscheduled suspensions of trading). You can place an order to buy or sell shares at any time. Once your order is received by Kemper Service Company, and they have determined that it is a "good order," it will be processed at the next share price calculated. Because orders placed through investment providers must be forwarded to Kemper Service Company before they can be processed, you'll need to allow extra time. A representative of your investment provider should be able to tell you when your order will be processed. KemperACCESS, the Kemper Automated Information Line, is available 24 hours a day by calling (800) 972-3060. You can use Kemper ACCESS to get information on Kemper funds generally and on accounts held directly at Kemper. You can also use it to make exchanges and sell shares. 78 EXPRESS-Transfer lets you set up a link between a Kemper account and a bank account. Once this link is in place, you can move money between the two with a phone call. You'll need to make sure your bank has Automated Clearing House (ACH) services. Transactions take two to three days to be completed, and there is a $100 minimum. To set up EXPRESS-Transfer on a new account, see the account application; to add it to an existing account, call (800) 621-1048. Share certificates are available on written request. However, we don't recommend them unless you want them for a specific purpose, because your shares can only be sold by mailing them in, and if they're ever lost they're difficult and expensive to replace. When you call us to sell shares, we may record the call, ask you for certain information or take other steps designed to prevent fraudulent orders. It's important to understand that, with respect to certain pre-authorized privileges, as long as we take reasonable steps to ensure that an order appears genuine, we are not responsible for any losses that may occur. When you ask us to send or receive a wire, please note that while we don't charge a fee to send or receive wires, it's possible that your bank may do so. Wire transactions are normally completed within 24 hours. The funds can only send or accept wires of $1,000 or more. Exchanges among Kemper funds are an option for most shareholders. Exchanges are a shareholder privilege, not a right: we may reject any exchange order, particularly when there appears to be a pattern of "market timing" or other frequent purchases and sales. We may also reject or limit purchase orders, for these or other reasons. THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- The Kemper Web site can be a valuable resource for shareholders with Internet access. Go to www. kemper.com to get up-to-date information, review balances or even place orders for exchanges. 79 When you want to sell more than $50,000 worth of shares or send the proceeds to a third party or to a new address you'll usually need to place your order in writing and include a signature guarantee. The only exception is if you want money wired to a bank account that is already on file with us; in that case, you don't need a signature guarantee. Also, you don't need a signature guarantee for an exchange, although we may require one in certain other circumstances. A signature guarantee is simply a certification of your signature -- a valuable safeguard against fraud. You can get a signature guarantee from most brokers, banks, savings institutions and credit unions. Note that you can't get a signature guarantee from a notary public. When you sell shares that have a contingent deferred sales charge (CDSC), we calculate the CDSC as a percentage of what you paid for the shares or what you are selling them for -- whichever results in the lowest charge to you. In processing orders to sell shares, we turn to the shares with the lowest CDSC first. Exchanges from one Kemper fund into another don't affect CDSCs: for each investment you make, the date you first bought Kemper shares is the date we use to calculate a CDSC on that particular investment. There are certain cases in which you may be exempt from a CDSC. These include: o the death or disability of an account owner (including a joint owner) o withdrawals made through a systematic withdrawal plan o withdrawals related to certain retirement or benefit plans o redemptions for certain loan advances, hardship provisions or returns of excess contributions from retirement plans o for Class A shares purchased through the Large Order NAV Purchase Privilege, redemption of shares whose dealer of record at the time of the investment notifies Kemper Distributors that the dealer is waiving the applicable commission THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- If you ever have difficulty placing an order by phone or fax, you can always send us your order in writing. 80 In each of these cases, there are a number of additional provisions that apply in order to be eligible for a CDSC waiver. Your financial representative or Kemper can answer your questions and help you determine if you are eligible. If you sell shares in a Kemper fund and then decide to invest with Kemper again within six months, you can take advantage of the "reinstatement feature." With this feature, you can put your money back into the same class of a Kemper fund at its current NAV and for purposes of sales charges it will be treated as if it had never left Kemper. You'll also be reimbursed (in the form of fund shares) for any CDSC you paid when you sold your shares. Future CDSC calculations will be based on your original investment date, rather than your reinstatement date. There is also an option that lets investors who sold Class B shares buy Class A shares with no sales charge, although they won't be reimbursed for any CDSC they paid. You can only use the reinstatement feature once for any given group of shares. To take advantage of this feature, contact Kemper or your financial representative. Money from shares you sell is normally sent out within one business day of when your order is received in proper form, although it could be delayed for up to seven days. There are also two circumstances when it could be longer: when you are selling shares you bought recently by check and that check hasn't cleared yet (maximum delay: 10 days) or when unusual circumstances prompt the SEC to allow further delays. Certain expedited redemption processes may also be delayed when you are selling recently purchased shares. 81 How the funds calculate share price For each fund in this prospectus, the price at which you buy shares is as follows: Class A shares -- net asset value per share, or NAV, adjusted to allow for any applicable sales charges (see "Choosing A Share Class") Class B and Class C shares -- net asset value per share, or NAV To calculate NAV, each share class of each fund uses the following equation: TOTAL ASSETS - TOTAL LIABILITIES ------------------------------------- = NAV TOTAL NUMBER OF SHARES OUTSTANDING For each fund and share class in this prospectus, the price at which you sell shares is also the NAV, although for Class B and Class C investors a contingent deferred sales charge may be taken out of the proceeds (see "Choosing A Share Class"). We typically use market prices to value securities. However, when a market price isn't available, or when we have reason to believe it doesn't represent market realities, we may use fair value methods approved by a fund's Board. In such a case, the fund's value for a security is likely to be different from quoted market prices. 82 Other rights we reserve For each fund in this prospectus, you should be aware that we may do any of the following: o withhold 31% of your distributions as federal income tax if we have been notified by the IRS that you are subject to backup withholding, or if you fail to provide us with a correct taxpayer ID number or certification that you are exempt from backup withholding o reject a new account application if you don't provide a correct Social Security or other tax ID number; if the account has already been opened, we may give you 30 days' notice to provide the correct number o charge you $9 each calendar quarter if your account balance is below $1,000 for the entire quarter; this policy doesn't apply to most retirement accounts or if you have an automatic investment plan o pay you for shares you sell by "redeeming in kind," that is, by giving you marketable securities (which typically will involve brokerage costs for you to liquidate) rather than cash o change, add or withdraw various services, fees and account policies (for example, we may change or terminate the exchange privilege at any time) 83 Understanding Distributions And Taxes By law, a mutual fund is required to pass through to its shareholders virtually all of its net earnings. A fund can earn money in two ways: by receiving interest, dividends or other income from securities it holds, and by selling securities for more than it paid for them. (A fund's earnings are separate from any gains or losses stemming from your own purchase of shares.) A fund may not always pay a distribution for a given period. The fund intends to pay dividends and distributions to its shareholders in November or December, and if necessary may do so at other times as well. You can choose how to receive your dividends and distributions. You can have them all automatically reinvested in fund shares (at NAV), all sent to you by check, have one type reinvested and the other sent to you by check or have them invested in a different fund. Tell us your preference on your application. If you don't indicate a preference, your dividends and distributions will all be reinvested without sales charges. For retirement plans, reinvestment is the only option. Buying and selling fund shares will usually have tax consequences for you (except in an IRA or other tax-advantaged account). Your sales of shares may result in a capital gain or loss for you; whether long-term or short-term depends on how long you owned the shares. For tax purposes, an exchange is the same as a sale. THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS. - -------------------------------------------------------------------------------- Because each shareholder's tax situation is unique, ask your tax professional about the tax consequences of your investments, including any state and local tax consequences. 84 The tax status of the fund earnings you receive, and your own fund transactions, generally depends on their type: Generally taxed at ordinary income rates - ------------------------------------------------------- o short-term capital gains from selling fund shares - ------------------------------------------------------- o income dividends you receive from a fund - ------------------------------------------------------- o short-term capital gains distributions received from a fund Generally taxed at capital gains rates - ------------------------------------------------------- o long-term capital gains from selling fund shares - ------------------------------------------------------- o long-term capital gains distributions received from a fund - ------------------------------------------------------- You may be able to claim a tax credit or deduction for your share of any foreign taxes your fund pays. Your fund will send you detailed tax information every January. These statements tell you the amount and the tax category of any dividends or distributions you received. They also have certain details on your purchases and sales of shares. The tax status of dividends and distributions is the same whether you reinvest them or not. Dividends or distributions declared in the last quarter of a given year are taxed in that year, even though you may not receive the money until the following January. If you invest right before the fund pays a dividend, you'll be getting some of your investment back as a taxable dividend. You can avoid this, if you want, by investing after the fund declares a dividend. In tax-advantaged retirement accounts you don't need to worry about this. Corporations may be able to take a dividends- received deduction for a portion of income dividends they receive. 85 To Get More Information Shareholder reports -- These include commentary from each fund's management team about recent market conditions and the effects of a fund's strategies on its performance. For each fund, they also have detailed performance figures, a list of everything the fund owns, and the fund's financial statements. Shareholders get these reports automatically. To reduce costs, we may mail one copy per household. For more copies, call (800) 621-1048. Statements of Additional Information (SAIs) -- These tell you more about each fund's features and policies, including additional risk information. The SAIs are incorporated by reference into this document (meaning that they're legally part of this prospectus). If you'd like to ask for copies of these documents, or if you're a shareholder and have questions, please contact Kemper or the SEC (see below). Materials you get from Kemper are free; those from the SEC involve a copying fee. If you like, you can look over these materials in person at the SEC's Public Reference Room in Washington, DC. SEC 450 Fifth Street, N.W. Washington, DC 20549-6009 www.sec.gov Tel (800) SEC-0330 Kemper Funds 222 South Riverside Plaza Chicago, IL 60606-5808 www.kemper.com Tel (800) 621-1048 SEC File Numbers Kemper Aggressive Growth Fund 811-07855 Kemper Blue Chip Fund 811-5357 Classic Growth Fund 811-43 Kemper Growth Fund 811-1365 Kemper Small Capitalization Equity Fund 811-1702 Kemper Technology Fund 811-0547 Kemper Total Return Fund 811-1236 Kemper Value+Growth Fund 811-7331 Principal Underwriter Kemper Distributors, Inc. 222 South Riverside Plaza Chicago, IL 60606-5808 www.kemper.com E-mail info@kemper.com Tel (800) 621-1048 [LOGO] KEMPER FUNDS Long-term investing in a short-term world (SM) KEMPER EQUITY FUNDS STATEMENT OF ADDITIONAL INFORMATION February 1, 2000 Kemper Aggressive Growth Fund ("Aggressive Growth Fund") Kemper Blue Chip Fund ("Blue Chip Fund") Kemper Growth Fund ("Growth Fund") Kemper Small Capitalization Equity Fund ("Small Cap Fund") Kemper Technology Fund ("Technology Fund") Kemper Total Return Fund ("Total Return Fund") Kemper Value Plus Growth Fund ("Value+Growth Fund") 222 South Riverside Plaza, Chicago, Illinois 60606 1-800-621-1048 This Statement of Additional Information is not a prospectus. It is the combined Statement of Additional Information for each of the funds (the "Funds") listed above. It should be read in conjunction with the combined prospectus of the Funds dated February 1, 2000. The prospectus may be obtained without charge from the Funds and is also available along with other related materials on the SEC's Internet web site (http://www.sec.gov). TABLE OF CONTENTS INVESTMENT RESTRICTIONS.................................................2 INVESTMENT POLICIES AND TECHNIQUES......................................6 PORTFOLIO TRANSACTIONS..................................................22 INVESTMENT MANAGER AND UNDERWRITER......................................23 PURCHASE, REPURCHASE AND REDEMPTION OF SHARES...........................33 DIVIDENDS AND TAXES.....................................................44 PERFORMANCE.............................................................49 OFFICERS AND BOARD MEMBERS..............................................53 SHAREHOLDER RIGHTS......................................................58 APPENDIX--RATINGS OF FIXED INCOME INVESTMENTS...........................61 The financial statements appearing in Annual Reports to Shareholders dated August 31, 1999 for Kemper Classic Growth Fund, dated September 30, 1999 for Kemper Aggressive Growth Fund, Kemper Small Capitalization Equity Fund, Kemper Growth Fund, Kemper Total Return Fund and Kemper Technology Fund, respectively, and dated November 30, 1999 for Kemper Value+Growth Fund are each incorporated herein by reference. The Annual Reports for each of the Funds accompanies this document. INVESTMENT RESTRICTIONS Each Fund has adopted certain fundamental investment restrictions which cannot be changed without approval of a majority of its outstanding voting shares. As defined in the Investment Company Act of 1940, (the "1940 Act") this means the lesser of the vote of (a) 67% of the shares of the Fund present at a meeting where more than 50% of the outstanding shares are present in person or by proxy or (b) more than 50% of the outstanding shares of the Fund. The Aggressive Growth Fund has elected to be classified as a non-diversified open-end investment fund. The Blue Chip Fund, Growth Fund, Small Cap Fund, Technology Fund, Total Return Fund and Value+Growth Fund have elected to be classified as diversified open-end investment funds. Each Fund may not, as a fundamental policy: 1. Make loans except as permitted under the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time. 2. Borrow money, except as permitted under the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time. 3. Concentrate its investments in a particular industry, as that term is used in the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time. 4. Purchase physical commodities or contracts relating to physical commodities. 5. Engage in the business of underwriting securities issued by others, except to the extent that a Fund may be deemed to be an underwriter in connection with the disposition of portfolio securities. 6. Issue senior securities except as permitted under the 1940 Act, as amended, and as interpreted or modified by regulatory authority having jurisdiction, from time to time. 7. Purchase or sell real estate, which term does not include securities of companies which deal in real estate or mortgages or investments secured by real estate or interests therein, except that the Fund reserves freedom of action to hold and to sell real estate acquired as a result of the Fund's ownership of securities. If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage beyond that specified limit resulting from a change in values or net assets will not be considered a violation. None of the Funds borrowed money as permitted by fundamental investment restriction number 2 in the latest fiscal year and none intend to borrow money during the current year. Each Fund has adopted the following non-fundamental restrictions, which may be changed by the Board without shareholder approval. The Aggressive Growth Fund may not, as a non-fundamental policy: i. Invest for the purpose of exercising control or management of another issuer. ii. Invest more than 15% of its net assets in illiquid securities. iii. With respect to 50% of its total assets, purchase securities of any issuer (other than obligations of, or guaranteed by, the U.S. Government, its agencies or instrumentalities) if, as a result, more than 5% of the total value of the Fund's assets would be invested in securities of that issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. iv. Invest more than 25% of its total assets in a single issuer (other than obligations of, or guaranteed by, the U.S. Government, its agencies or instrumentalities), except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. v. Make short sales of securities or maintain a short position for the account of the Fund unless at all times when a short position is open it owns an equal amount of such securities or owns securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in 2 amount to, the securities sold short and unless not more than 10% of the Fund's total assets is held as collateral for such sales at any one time. vi. Pledge, hypothecate, mortgage or otherwise encumber its assets except to secure borrowings permitted by restriction number 2 above. (The collateral arrangements with respect to options, financial futures, foreign currency transactions and delayed delivery transactions and any margin payments in connection therewith are not deemed to be pledges or other encumbrances.) vii. Purchase more than 10% of any class of voting securities of any issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. viii. Purchase securities on margin, except to obtain such short-term credits as may be necessary for the clearance of transactions; however, the Fund may make margin deposits in connection with options and financial futures transactions. ix. Purchase options, unless the aggregate premiums paid on all such options held by the Fund at any time do not exceed 20% of its total assets; or sell put options, if as a result, the aggregate value of the obligations underlying such put options would exceed 50% of its total assets. x. Enter into futures contracts or purchase options thereon unless immediately after the purchase, the value of the aggregate initial margin with respect to such futures contracts entered into on behalf of the Fund and the premiums paid for such options on futures contracts does not exceed 5% of the fair-market value of the Fund's total assets; provided that the in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in computing the 5% limit. The Blue Chip Fund may not, as a non-fundamental policy: i. Invest for the purpose of exercising control or management of another issuer. ii. Invest more than 15% of its net assets in illiquid securities. iii. Make short sales of securities or maintain a short position for the account of the Fund unless at all times when a short position is open it owns an equal amount of such securities or owns securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short and unless not more than 10% of the Fund's total assets is held as collateral for such sales at any one time. iv. Pledge, hypothecate, mortgage or otherwise encumber more than 15% of its total assets and then only to secure borrowings permitted by restriction number (2) above. (The collateral arrangements with respect to options, financial futures and delayed delivery transactions and any margin payments in connection therewith are not deemed to be pledges or other encumbrances.) v. Purchase more than 10% of any class of voting securities of any issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. vi. Purchase securities on margin, except to obtain such short-term credits as may be necessary for the clearance of transactions; however, the Fund may make margin deposits in connection with options and financial futures transactions. vii. Purchase securities of any issuer (other than obligations of, or guaranteed by, the U.S. Government, its agencies or instrumentalities) if, as a result, more than 5% of the total value of the Fund's assets would be invested in securities of that issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. viii. Purchase options, unless the aggregate premiums paid on all such options held by the Fund at any time do not exceed 20% of its total assets; or sell put options, if as a result, the aggregate value of the obligations underlying such put options would exceed 50% of its total assets. ix. Enter into futures contracts or purchase options thereon unless immediately after the purchase, the value of the aggregate initial margin with respect to such futures contracts entered into on behalf of the Fund and the premiums paid for such options on futures contracts does not exceed 5% of the fair-market value of the Fund's 3 total assets; provided that the in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in computing the 5% limit. The Growth Fund and the Value+Growth Fund may not, as a non-fundamental policy: i. Invest for the purpose of exercising control or management of another issuer. ii. Invest more than 15% of its net assets in illiquid securities. iii. Make short sales of securities, or purchase any securities on margin except to obtain such short-term credits as may be necessary for the clearance of transactions; however, the Fund may make margin deposits in connection with financial futures and options transactions. iv. Purchase more than 10% of any class of securities of any issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. All debt securities and all preferred stocks are each considered as one class. v. Purchase securities of any issuer (other than obligations of, or guaranteed by, the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of the Fund's total assets would be invested in securities of that issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. vi. Purchase options, unless the aggregate premiums paid on all such options held by the Fund at any time do not exceed 20% of its total assets; or sell put options, if as a result, the aggregate value of the obligations underlying such put options would exceed 50% of its total assets. vii. Enter into futures contracts or purchase options thereon unless immediately after the purchase, the value of the aggregate initial margin with respect to such futures contracts entered into on behalf of the Fund and the premiums paid for such options on futures contracts does not exceed 5% of the fair-market value of the Fund's total assets; provided that the in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in computing the 5% limit. The Small Cap Fund may not, as a non-fundamental policy: i. Invest for the purpose of exercising control or management of another issuer. ii. Invest more than 15% of its net assets in illiquid securities. iii. Make short sales of securities, or purchase any securities on margin except to obtain such short-term credits as may be necessary for the clearance of transactions; however, the Fund may make margin deposits in connection with financial futures and options transactions. iv. Purchase more than 10% of the outstanding voting securities of any issuer except that up to 25% of the Fund's assets may be invested without regard to this limitation and except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. All debt securities and all preferred stocks are each considered as one class. v. Purchase securities of any issuer (other than obligations of, or guaranteed by, the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of the Fund's total assets would be invested in securities of that issuer, except that up to 25% of the Fund's assets may be invested without regard to this limitation and, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. vi. Purchase options, unless the aggregate premiums paid on all such options held by the Fund at any time do not exceed 20% of its total assets; or sell put options, if as a result, the aggregate value of the obligations underlying such put options would exceed 50% of its total assets. vii. Enter into futures contracts or purchase options thereon unless immediately after the purchase, the value of the aggregate initial margin with respect to such futures contracts entered into on behalf of the Fund and the premiums paid for such options on futures contracts does not exceed 5% of the fair-market value of the Fund's 4 total assets; provided that the in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in computing the 5% limit. The Technology Fund may not, as a non-fundamental policy: i. Invest for the purpose of exercising control or management of another issuer. ii. Invest more than 15% of its net assets in illiquid securities. iii. Make short sales of securities, or purchase any securities on margin except to obtain such short-term credits as may be necessary for the clearance of transactions; however, the Fund may make margin deposits in connection with financial futures and options transactions. iv. Purchase more than 10% of any class of securities of any issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. All debt securities and all preferred stocks are each considered as one class. v. Purchase securities of any issuer (other than obligations of, or guaranteed by, the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of the Fund's total assets would be invested in securities of that issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. vi. purchase options, unless the aggregate premiums paid on all such options held by the Fund at any time do not exceed 20% of its total assets; or sell put options, if as a result, the aggregate value of the obligations underlying such put options would exceed 50% of its total assets. vii. enter into futures contracts or purchase options thereon unless immediately after the purchase, the value of the aggregate initial margin with respect to such futures contracts entered into on behalf of the Fund and the premiums paid for such options on futures contracts does not exceed 5% of the fair-market value of the Fund's total assets; provided that the in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in computing the 5% limit. The Total Return Fund may not, as a non-fundamental policy: i. Invest for the purpose of exercising control or management of another issuer. ii. Invest more than 15% of its net assets in illiquid securities. iii. Make short sales of securities, or purchase any securities on margin except to obtain such short-term credits as may be necessary for the clearance of transactions; however, the Fund may make margin deposits in connection with financial futures and options transactions. iv. Pledge, hypothecate, mortgage or otherwise encumber more than 15% of its total assets and then only to secure borrowings permitted by restriction number (2) above. (The collateral arrangements with respect to options, financial futures and delayed delivery transactions and any margin payments in connection therewith are not deemed to be pledges or other encumbrances.) v. Purchase more than 10% of any class of securities of any issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. All debt securities and all preferred stocks are each considered as one class. vi. Purchase securities of any issuer (other than obligations of, or guaranteed by, the United States Government, its agencies or instrumentalities) if, as a result, more than 5% of the Fund's total assets would be invested in securities of that issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund. vii. Purchase options, unless the aggregate premiums paid on all such options held by the Fund at any time do not exceed 20% of its total assets; or sell put options, if as a result, the aggregate value of the obligations underlying such put options would exceed 50% of its total assets. 5 viii. Enter into futures contracts or purchase options thereon unless immediately after the purchase, the value of the aggregate initial margin with respect to such futures contracts entered into on behalf of the Fund and the premiums paid for such options on futures contracts does not exceed 5% of the fair-market value of the Fund's total assets; provided that the in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in computing the 5% limit. Master/feeder Fund Structure. The Board of Trustees of each Fund has the discretion to retain the current distribution arrangement for a Fund while investing in a master fund in a master/feeder fund structure as described below. A master/feeder fund structure is one in which a fund (a "feeder fund"), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the "master fund") with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. Based on the premise that certain of the expenses of operating an investment portfolio are relatively fixed, a larger investment portfolio may eventually achieve a lower ratio of operating expenses to average net assets. An existing investment company is able to convert to a feeder fund by selling all of its investments, which involves brokerage and other transaction costs and realization of a taxable gain or loss, or by contributing its assets to the master fund and avoiding transaction costs and, if proper procedures are followed, the realization of taxable gain or loss. Interfund Borrowing and Lending Program. Each Trust's Board of Trustees has approved the filing of an application for exemptive relief with the SEC which would permit each Fund to participate in an interfund lending program among certain investment companies advised by the Adviser. If a Fund receives the requested relief, the interfund lending program would allow the participating funds to borrow money from and loan money to each other for temporary or emergency purposes. The program would be subject to a number of conditions designed to ensure fair and equitable treatment of all participating funds, including the following: (1) no fund may borrow money through the program unless it receives a more favorable interest rate than a rate approximating the lowest interest rate at which bank loans would be available to any of the participating funds under a loan agreement; and (2) no fund may lend money through the program unless it receives a more favorable return than that available from an investment in repurchase agreements and, to the extent applicable, money market cash sweep arrangements. In addition, a fund would participate in the program only if and to the extent that such participation is consistent with the fund's investment objectives and policies (for instance, money market funds would normally participate only as lenders and tax exempt funds only as borrowers). Interfund loans and borrowings would extend overnight, but could have a maximum duration of seven days. Loans could be called on one day's notice. A fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional costs. The program is subject to the oversight and periodic review of the Boards of the participating funds. To the extent a Fund is actually engaged in borrowing through the interfund lending program, a Fund, as a matter of non-fundamental policy, may not borrow for other than temporary or emergency purposes (and not for leveraging), except that a Fund may engage in reverse repurchase agreements and dollar rolls for any purpose. INVESTMENT POLICIES AND TECHNIQUES GENERAL. Descriptions in this Statement of Additional Information of a particular investment practice or technique in which the Fund may engage (such as hedging, etc.) or a financial instrument which the Fund may purchase (such as options, forward foreign currency contracts, etc.) are meant to describe the spectrum of investments that Scudder Kemper Investments, Inc. (the "Adviser"), in its discretion, might, but is not required to, use in managing the Fund's portfolio assets. The Adviser may, in its discretion, at any time employ such practice, technique, or instrument for one or more funds but not for all funds advised by it. Furthermore, it is possible that certain types of financial instruments or investment techniques described herein may not be available, permissible, economically feasible or effective for their intended purposes in all markets. Certain practices, techniques, or instruments may not be principal activities of the Fund, but to the extent employed, could from time to time have a material impact on the Fund's performance. When a defensive position is deemed advisable, all or a significant portion of each Fund's assets may be held temporarily in cash or defensive type securities, such as high-grade debt securities, securities of the U.S. Government or its agencies and high quality money market instruments, including repurchase agreements. It is impossible to predict for how long such alternative strategies may be utilized. AGGRESSIVE GROWTH FUND. The Aggressive Growth Fund is a non-diversified investment company that seeks capital appreciation through the use of aggressive investment techniques. In seeking to achieve its objective, the Fund invests primarily in equity securities of U.S. companies that the investment manager believes offer the best opportunities for capital 6 appreciation at any given time. The investment manager pursues a flexible investment strategy in the selection of securities, not limited to any particular investment sector, industry or company size; and it may, depending upon market circumstances, emphasize the securities of small, medium or large-sized companies from time to time. The Fund may invest a portion of its assets in initial public offerings ("IPOs"), which are typically securities of small, unseasoned issuers. In addition, since the Fund is a non-diversified investment company, when attractive investments are identified, the investment manager may establish relatively large individual positions, sometimes representing more than 5% of total assets. Therefore, the Fund has broader latitude in its selection of securities than a typical equity mutual fund. There is no assurance that the management strategy for the Fund will be successful or that the Fund will achieve its objective. The investment manager uses a disciplined approach to stock selection and fundamental research to help it identify quality "growth" companies. Growth stocks are stocks of companies whose earnings per share are expected by the investment manager to grow faster than the market average. Growth stocks tend to trade at higher price to earnings (P/E) ratios than the general market, but the investment manager believes that the potential of such stocks for above average earnings more than justifies their price. The investment manager relies heavily upon the fundamental analysis and research of its large research staff, and will generally seek to invest in growth companies not fully recognized by the market at large. Such companies may be: o Expected to achieve accelerating earnings growth, perhaps due to strong demand for their products or services; o Undergoing financial restructuring; o Involved in takeover or arbitrage situations; o Expected to benefit from evolving market cycles or changing economic conditions; or o Representing special situations, such as changes in management or favorable regulatory developments. Because of the flexible nature of the Fund's investment policies, the Fund may have a higher portfolio turnover than a typical equity mutual fund. To some extent, the Fund may trade in securities for the short term. In addition, the investment manager may use market volatility in an attempt to capitalize on apparently unwarranted price fluctuations, both to purchase or increase undervalued positions and to sell or reduce overvalued holdings. For example, during market declines, the Fund may add to positions in favored securities, while becoming more aggressive as it gradually reduces the number of companies represented in its portfolio. Conversely, in rising markets, the Fund may reduce or eliminate fully valued positions, while becoming more conservative as it gradually increases the number of companies in its portfolio. Although the Fund will not invest 25% or more of its total assets in any one industry, it may, from time to time, invest 25% or more of its total assets in one or more market sectors, such as the technology sector. A sector is made up of numerous industries. If the Fund focuses its investments in a market sector, financial, economic, business and other developments affecting issuers in that sector may have a greater effect on the Fund than if it had not focuses its assets in that sector. Under normal conditions, the Fund will invest at least 65%, and may invest up to 100%, of its total assets in equity securities. Equity securities include common stocks, preferred stocks, securities convertible into or exchangeable for common or preferred stocks, equity investments in partnerships, joint ventures and other forms of non-corporate investment and warrants and rights exercisable for equity securities. The Fund may also engage in strategic transactions, purchase foreign securities and lend its portfolio securities. The Fund may engage in short sales against-the-box, although it is the Fund's current intention that no more than 5% of its net assets will be at risk. When a defensive position is deemed advisable, all or a significant portion of the Fund's assets may be held temporarily in cash or defensive type securities, such as high-grade debt securities, securities of the U.S. Government or its agencies and high quality money market instruments, including repurchase agreements. BLUE CHIP FUND. The Blue Chip Fund seeks growth of capital and of income. In seeking to achieve its objective, the Fund will invest primarily in common stocks of well capitalized, established companies that the Fund's investment manager believes to have the potential for growth of capital, earnings and dividends. Under normal market conditions, the Fund will invest at least 65%, and may invest up to 100%, of its total assets in the common stocks of companies with a market capitalization of at least $1 billion at the time of investment. In pursuing its objective, the Fund will emphasize investments in common stocks of large, well known, high quality companies. Companies of this general type are often referred to as "Blue Chip" companies. Blue Chip companies are generally identified by their substantial capitalization, established history of earnings and dividends, easy access to credit, good industry position and superior management structure. Blue Chip companies are believed to generally exhibit less investment risk and less price volatility than companies lacking these high quality characteristics, such as smaller, less seasoned companies. In addition, the large market of publicly held shares for such companies and the generally high trading 7 volume in those shares results in a relatively high degree of liquidity for such investments. The characteristics of high quality and high liquidity of Blue Chip investments should make the market for such stocks attractive to investors both within and outside the United States. The Fund will generally attempt to avoid speculative securities or those with significant speculative characteristics. In general, the Fund will seek to invest in those established, high quality companies whose industries are experiencing favorable secular or cyclical change. Thus, the Fund in seeking its objective will endeavor to select its investments from among high quality companies operating in the more attractive industries. As indicated above, the Fund's investment portfolio will normally consist primarily of common stocks. The Fund may invest to a more limited extent in preferred stocks, debt securities and securities convertible into or exchangeable for common stocks, including warrants and rights, when they are believed to offer opportunities for growth of capital and of income. The Fund may also engage in strategic transactions, purchase foreign securities and lend its portfolio securities. The Fund may engage in short sales against-the-box, although it is the Fund's current intention that no more than 5% of its net assets will be at risk. When, as a result of market conditions affecting Blue Chip companies, a defensive position is deemed advisable to help preserve capital, the Fund may temporarily invest without limit in high-grade debt securities, securities of the U.S. Government and its agencies, and high quality money market instruments, including repurchase agreements, or retain cash. The Fund does not generally make investments for short-term profits, but it is not restricted in policy with regard to portfolio turnover and will make changes in its investment portfolio from time to time as business and economic conditions and market prices may dictate and as its investment policy may require. There are risks inherent in the investment in any security, including shares of the Fund. The investment manager attempts to reduce risk through diversification of the Fund's portfolio and fundamental research; however, there is no guarantee that such efforts will be successful. The investment manager believes that there are opportunities for growth of capital and growth of dividends from investments in Blue Chip companies over time. The Fund's shares are intended for long-term investment. GROWTH FUND. The Growth Fund seeks growth of capital through professional management and diversification of investments in securities it believes to have potential for capital appreciation. In seeking to achieve its objective, it will be the Fund's policy to invest primarily in securities that it believes offer the potential for increasing the Fund's total asset value. While it is anticipated that most investments will be in common stocks of companies with above-average growth prospects, investments may also be made to a limited degree in other common stocks and in convertible securities (including warrants), such as bonds and preferred stocks. The Fund may also engage in strategic transactions, purchase foreign securities and lend its portfolio securities. There may also be times when a significant portion of the Fund's assets may be held temporarily in cash or defensive type securities, such as high-grade debt securities, securities of the U.S. Government or its agencies and high quality money market instruments, including repurchase agreements, depending upon the investment manager's analysis of business and economic conditions and the outlook for security prices. Some of the factors the Fund's management will consider in making its investments are patterns of increasing growth in sales and earnings, the development of new or improved products or services, favorable outlooks for growth in the industry, the probability of increased operating efficiencies, emphasis on research and development, cyclical conditions, or other signs that a company is expected to show greater than average capital appreciation and earnings growth. SMALL CAP FUND. The Small Cap Fund seeks maximum appreciation of investors' capital. Current income will not be a significant factor. The Fund seeks attractive areas for investment opportunity arising from such factors as technological advances, new marketing methods, and changes in the economy and population. Currently, the investment manager believes that such investment opportunities may be found among the following: (a) companies engaged in high technology fields such as electronics, medical technology, computer software and specialty retailing; (b) companies having a significantly improved earnings outlook as the result of a changed economic environment, acquisitions, mergers, new management, changed corporate strategy or product innovation; (c) companies supplying new or rapidly growing services to consumers and businesses in such fields as automation, data processing, communications, marketing and finance; and (d) companies having innovative concepts or ideas. At least 65% of the Fund's total assets normally will be invested in small capitalization stocks similar in size to those comprising the Russell 2000 Index. The investment manager currently believes that investment in such companies may offer greater opportunities for growth of capital than larger, more established companies, but also involves certain special risks. Smaller companies often have limited product lines, markets, or financial resources, and they may be dependent upon one or a few key people for management. The securities of such companies generally are subject to more abrupt or erratic market movements and may be less liquid than securities of larger, more established companies or the market averages in general. 8 The Fund's investment portfolio will normally consist primarily of common stocks and securities convertible into or exchangeable for common stocks, including warrants and rights. The Fund may also invest to a limited degree in preferred stocks and debt securities when they are believed by the investment manager to offer opportunities for capital growth. The Fund may engage in strategic transactions, purchase foreign securities and lend its portfolio securities. When a defensive position is deemed advisable, it may, without limit, invest in high-grade senior securities and securities of the U.S. Government and its instrumentalities or retain cash or cash equivalents, including repurchase agreements. In the selection of investments, long-term capital appreciation will take precedence over short range market fluctuations. The Fund does not intend to engage actively in trading for short-term profits, although it may occasionally make investments for short-term capital appreciation when such action is believed to be desirable and consistent with sound investment procedure. Generally, the Fund will make long-term rather than short-term investments. Nevertheless, it may dispose of such investments at any time it may be deemed advisable because of a subsequent change in the circumstances of a particular company or industry or in general market or economic conditions. For example, a security initially purchased for long-term growth potential may be sold at any time when it is determined that future growth may not be at an acceptable rate or that there is a risk of substantial decline in market price. The rate of portfolio turnover is not a limiting factor when changes in investments are deemed appropriate. In addition, market conditions, cash requirements for redemption and repurchase of Fund shares or other factors could affect the portfolio turnover rate. Since many of the securities in the Fund's portfolio may be considered speculative in nature by traditional investment standards, substantially greater than average market volatility and investment risk may be involved. There can be no assurance that the Fund's shareholders will be protected from the risk of loss inherent in security ownership. TECHNOLOGY FUND. The Technology Fund seeks growth of capital. In seeking to achieve its objective, the Fund will invest primarily in securities of companies which the investment manager expects to benefit from technological advances and improvements ("technology companies") with an emphasis on the securities of companies that the investment manager believes have potential for long-term capital growth. Receipt of income from such securities will be entirely incidental. Technology companies include those whose processes, products or services, in the judgment of the investment manager, are or may be expected to be significantly benefited by scientific developments and the application of technical advances in industry, manufacturing and commerce resulting from improving technology in such fields as, for example, aerospace, chemistry, electronics, genetic engineering, geology, information sciences (including computers and computer software), metallurgy, medicine (including pharmacology, biotechnology and biophysics) and oceanography. This investment policy permits the investment manager to seek stocks having superior growth potential in virtually any industry in which they may be found. The investment manager currently believes that investments in smaller emerging growth technology companies may offer greater opportunities for growth of capital than investments in larger, more established technology companies. However, such investments also involve certain special risks. Smaller companies often have limited product lines, markets, or financial resources; and they may be dependent upon one or a few persons for management. The securities of such companies generally are subject to more abrupt or erratic market movements than securities of larger, more established companies or the market averages in general. Thus, investment by the Fund in smaller emerging growth technology companies may expose investors to greater than average financial and market risk. There is no assurance that the Fund's objective will be achieved. The Fund's investment portfolio will normally consist primarily of common stocks and securities convertible into or exchangeable for common stocks, including warrants and rights. The Fund may also invest to a limited degree in preferred stocks and debt securities when they are believed to offer opportunities for capital growth. The Fund may also engage in strategic transactions, purchase foreign securities and lend its portfolio securities. When a defensive position is deemed advisable, the Fund may, without limit, invest in high-grade senior securities and securities of the U.S. Government and its instrumentalities or retain cash or cash equivalents, such as high quality money market instruments, including repurchase agreements. The Fund's shares are intended for long-term investment. The Fund may invest up to 10% of its total assets in entities, such as limited partnerships or trusts, that invest primarily in the securities of technology companies. The investment manager believes that the flexibility to make limited indirect investment in technology companies through entities such as limited partnerships and trusts will provide the Fund with increased opportunities for growth of capital. However, there is no assurance that such investments will be profitable. Entities that invest in the securities of technology companies normally have management fees and other costs that are in addition to those of the Fund. Such fees and costs will reduce any returns directly attributable to the underlying technology companies. The effect of these fees will be considered by the investment manager in connection with any decision to invest in such entities. Securities issued by these entities are normally privately placed, restricted and illiquid. 9 The Fund purchases securities for long-term investment, but it is the investment manager's belief that a sound investment program must be flexible in order to meet changing conditions, and changes in holdings will be made whenever deemed advisable. TOTAL RETURN FUND. The Total Return Fund seeks the highest total return, a combination of income and capital appreciation, consistent with reasonable risk. The Fund will emphasize liberal current income in seeking its objective. The Fund's investments will normally consist of domestic and foreign fixed income and equity securities. Fixed income securities will include bonds and other debt securities (such as U.S. and foreign Government securities and investment grade and high yield corporate obligations) and preferred stocks, some of which may have a call on common stocks through attached warrants or a conversion privilege. The percentage of assets invested in specific categories of fixed income and equity securities will vary from time to time depending upon the judgment of management as to general market and economic conditions, trends in yields and interest rates and changes in fiscal or monetary policies. The Fund may also engage in strategic transactions and lend its portfolio securities. As noted above, the Fund may invest in high yield fixed income securities which are in the lower rating categories and those which are unrated. Thus, the Fund could invest in some instruments considered by the rating services to have predominantly speculative characteristics. Investments in lower rated or non-rated securities, while generally providing greater income and opportunity for gain than investments in higher rated securities, entail greater risk of loss of income and principal. Currently, it is anticipated that the Fund would invest less than 35% of its total assets in high yield bonds. The Fund does not make investments for short-term profits, but it is not restricted in policy with regard to portfolio turnover and will make changes in its investment portfolio from time to time as business and economic conditions and market prices may dictate and as its investment policy may require. VALUE+GROWTH FUND. The Value+Growth Fund seeks growth of capital through professional management of a portfolio of growth and value stocks. These stocks include stocks of large established companies, as well as stocks of small companies. A secondary objective is the reduction of risk over a full market cycle compared to a portfolio of only growth stocks or only value stocks. Growth stocks are stocks of companies whose earnings per share are expected by the investment manager to grow faster than the market average. Growth stocks tend to trade at higher price to earnings (P/E) ratios than the general market, but the investment manager believes that the potential of such stocks for above average earnings more than justifies their price. Value stocks are considered "bargain stocks" because they are perceived as undervalued, i.e., attractively priced in relation to their earnings potential (low P/E ratios). Value stocks typically have dividend yields higher than the average of the companies represented in the Standard & Poor's 500 Stock Index. The allocation between growth and value stocks in the Fund's portfolio will be made by the investment manager's Quantitative Research Department with the help of a proprietary model that evaluates macro-economic factors such as the strength of the economy, interest rates and special factors concerning growth and value stocks. Historically, the performance of growth and value stocks has tended to be counter-cyclical, i.e., when one was in favor, the other was out of favor relative to the equity market in general. Through the allocation process, the investment manager will seek to weight the portfolio more heavily in the type of stocks that are believed to present greater return opportunities at the time. The neutral allocation between growth and value stocks would be 50%/50%. The allocation to growth or value may be up to 75% at any time. Allocation decisions are normally based upon long-term considerations and changes would normally be expected to be gradual. There is no assurance that the allocation process will improve investment results. In managing the growth portion of the portfolio, the investment manager emphasizes stock selection and fundamental research in seeking to enhance long-term performance potential. The investment manager considers a number of quantitative factors in considering whether to invest in a stock including historical earnings growth, projected earnings growth, return on equity, debt to capital and other balance sheet data. In managing the value portion of the portfolio, the investment manager seeks stocks it believes to be undervalued. The factors considered include price-to-earnings ratios, price-to-book ratios, price-to-cash-flow, dividend growth rates, earnings estimates and growth rates, return on equity and other balance sheet data. Although it is anticipated that the Fund will invest primarily in common stocks of domestic companies, the Fund may also purchase convertible securities, such as bonds and preferred stocks (including warrants and rights). The Fund may also engage in strategic transactions and lend its portfolio securities. When a defensive position is deemed advisable, all or a significant portion of the Fund's assets may be held temporarily in cash or defensive type securities, such as high-grade debt securities, securities of the U.S. Government or its agencies and high quality money market instruments, including repurchase agreements. 10 The Fund does not generally make investments for short-term profits, but it is not restricted in policy with regard to portfolio turnover and will make changes in its investment portfolio from time to time as business and economic conditions and market prices may dictate and as its investment policy may require. COMMON STOCKS. Under normal circumstances, the Funds invest primarily in common stocks. Common stock is issued by companies to raise cash for business purposes and represents a proportionate interest in the issuing companies. Therefore, the Funds participate in the success or failure of any company in which it holds stock. The market values of common stock can fluctuate significantly, reflecting the business performance of the issuing company, investor perception and general economic or financial market movements. Smaller companies are especially sensitive to these factors and may even become valueless. Despite the risk of price volatility, however, common stocks also offer the greatest potential for gain on investment, compared to other classes of financial assets such as bonds or cash equivalents. NON-DIVERSIFIED. The 1940 Act classifies investment companies as either "diversified" or "non-diversified." All of the Funds, except the Aggressive Growth Fund, are diversified funds under the 1940 Act. As a non-diversified fund, the Aggressive Growth Fund may invest a greater proportion of its assets in the obligations of a small number of issuers, and may be subject to greater risk and substantial losses as a result of changes in the financial condition or the market's assessment of the issuers. While not limited by the 1940 Act as to the proportion of its assets that it may invest in obligations of a single issuer, the Aggressive Growth Fund will comply with the diversification requirements imposed by the Internal Revenue Code for qualification as a regulated investment company. Accordingly, the Aggressive Growth Fund will not, as a non-fundamental policy: (i) purchase more than 10% of any class of voting securities of any issuer; (ii) with respect to 50% of its total assets, purchase securities of any issuer (other than U.S. Government Securities) if, as a result, more than 5% of the total value of the Fund's assets would be invested in securities of that issuer; and (iii) invest more than 25% of its total assets in a single issuer (other than U.S. Government Securities). The Aggressive Growth Fund does not currently expect that it would invest more than 10% of its total assets in a single issuer (other than U.S. Government Securities). FOREIGN SECURITIES. The Funds invest primarily in securities that are publicly traded in the United States; but, they have discretion to invest a portion of their assets in foreign securities that are traded principally in securities markets outside the United States. The Funds may also invest without limit in U.S. Dollar denominated American Depository Receipts ("ADRs"), which are bought and sold in the United States. In connection with their foreign securities investments, the Funds may, to a limited extent, engage in foreign currency exchange, options and futures transactions as a hedge and not for speculation. Additional information concerning foreign securities and related techniques is contained under "Additional Investment Information." Foreign securities involve currency risks. The U.S. Dollar value of a foreign security tends to decrease when the value of the U.S. Dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the U.S. Dollar falls against such currency. Fluctuations in exchange rates may also affect the earning power and asset value of the foreign entity issuing the security. Dividend and interest payments may be repatriated based on the exchange rate at the time of disbursement or payment, and restrictions on capital flows may be imposed. Losses and other expenses may be incurred in converting between various currencies. Foreign securities may be subject to foreign government taxes that reduce their attractiveness. Other risks of investing in such securities include political or economic instability in the country involved, the difficulty of predicting international trade patterns and the possible imposition of exchange controls. The prices of such securities may be more volatile than those of domestic securities and the markets for such securities may be less liquid. In addition, there may be less publicly available information about foreign issuers than about domestic issuers. Many foreign issuers are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to domestic issuers. There is generally less regulation of stock exchanges, brokers, banks and listed companies abroad than in the United States. With respect to certain foreign countries, there is a possibility of expropriation or diplomatic developments that could affect investment in these countries. EMERGING MARKETS. While each Fund's investments in foreign securities will be principally in developed countries, a Fund may make investments in developing or "emerging" countries, which involve exposure to economic structures that are generally less diverse and mature than in the United States, and to political systems that may be less stable. A developing or emerging market country can be considered to be a country that is in the initial stages of its industrialization cycle. Currently, emerging markets generally include every country in the world other than the United States, Canada, Japan, Australia, New Zealand, Hong Kong, Singapore and most Western European countries. Currently, investing in many emerging markets may not be desirable or feasible because of the lack of adequate custody arrangements for a Fund's assets, overly burdensome repatriation and similar restrictions, the lack of organized and liquid securities markets, unacceptable political risks or other reasons. As opportunities to invest in securities in emerging markets develop, a Fund may expand and further broaden the 11 group of emerging markets in which it invests. In the past, markets of developing or emerging market countries have been more volatile than the markets of developed countries; however, such markets often have provided higher rates of return to investors. The investment manager believes that these characteristics can be expected to continue in the future. Many of the risks described above relating to foreign securities generally will be greater for emerging markets than for developed countries. For instance, economies in individual developing markets may differ favorably or unfavorably from the U.S. economy in such respects as growth of domestic product, rates of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments positions. Many emerging markets have experienced substantial rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on the economies and securities markets of certain developing markets. Economies in emerging markets generally are dependent heavily upon international trade and, accordingly, have been and may continue to be affected adversely by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be affected adversely by economic conditions in the countries with which they trade. Also, the securities markets of developing countries are substantially smaller, less developed, less liquid and more volatile than the securities markets of the United States and other more developed countries. Disclosure, regulatory and accounting standards in many respects are less stringent than in the United States and other developed markets. There also may be a lower level of monitoring and regulation of developing markets and the activities of investors in such markets, and enforcement of existing regulations has been extremely limited. In addition, brokerage commissions, custodial services and other costs relating to investment in foreign markets generally are more expensive than in the United States; this is particularly true with respect to emerging markets. Such markets have different settlement and clearance procedures. In certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such settlement problems may cause emerging market securities to be illiquid. The inability of a Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of a portfolio security caused by settlement problems could result either in losses to a Fund due to subsequent declines in value of the portfolio security or, if a Fund has entered into a contract to sell the security, could result in possible liability to the purchaser. Certain emerging markets may lack clearing facilities equivalent to those in developed countries. Accordingly, settlements can pose additional risks in such markets and ultimately can expose the Fund to the risk of losses resulting from a Fund's inability to recover from a counterparty. The risk also exists that an emergency situation may arise in one or more emerging markets as a result of which trading securities may cease or may be substantially curtailed and prices for a Fund's portfolio securities in such markets may not be readily available. At such times a Fund's portfolio securities in the affected markets will be valued at fair value determined in good faith by or under the direction of the Board of Trustees. Investment in certain emerging market securities is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in certain emerging market securities and increase the costs and expenses of a Fund. Emerging markets may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if a deterioration occurs in an emerging market's balance of payments, the market could impose temporary restrictions on foreign capital remittances. PRIVATIZED ENTERPRISES. Investments in foreign securities may include securities issued by enterprises that have undergone or are currently undergoing privatization. The governments of certain foreign countries have, to varying degrees, embarked on privatization programs contemplating the sale of all or part of their interests in state enterprises. A Fund's investments in the securities of privatized enterprises may include privately negotiated investments in a government- or state-owned or controlled company or enterprise that has not yet conducted an initial equity offering, investments in the initial offering of equity securities of a state enterprise or former state enterprise and investments in the securities of a state enterprise following its initial equity offering. In certain jurisdictions, the ability of foreign entities, such as a Fund, to participate in privatizations may be limited by local law, or the price or terms on which the Fund may be able to participate may be less advantageous than for local investors. Moreover, there can be no assurance that governments that have embarked on privatization programs will continue to divest their ownership of state enterprises, that proposed privatization will be successful or that governments will not re-nationalize enterprises that have been privatized. In the case of the enterprises in which a Fund may invest, large blocks of the stock of those enterprises may be held by a small group of stockholders, even after the initial equity offerings by those enterprises. The sale of some portion or all of those blocks could have an adverse effect on the price of the stock of any such enterprise. 12 Prior to making an initial equity offering, most state enterprises or former state enterprises go through an internal reorganization of management. Such reorganizations are made in an attempt to better enable these enterprises to compete in the private sector. However, certain reorganizations could result in a management team that does not function as well as the enterprise's prior management and may have a negative effect on such enterprise. In addition, the privatization of an enterprise by its government may occur over a number of years, with the government continuing to hold a controlling position in the enterprise even after the initial equity offering for the enterprise. Prior to privatization, most of the state enterprises in which a Fund may invest enjoy the protection of and receive preferential treatment from the respective sovereigns that own or control them. After making an initial equity offering these enterprises may no longer have such protection or receive such preferential treatment and may become subject to market competition from which they were previously protected. Some of these enterprises may not be able to effectively operate in a competitive market and may suffer losses or experience bankruptcy due to such competition. DEPOSITORY RECEIPTS. For many foreign securities, there are U.S. Dollar denominated ADRs, which are bought and sold in the United States and are issued by domestic banks. ADRs represent the right to receive securities of foreign issuers deposited in the domestic bank or a correspondent bank. ADRs do not eliminate all the risk inherent in investing in the securities of foreign issuers, such as changes in foreign currency exchange rates. However, by investing in ADRs rather than directly in foreign issuers' stock, the Fund avoids currency risks during the settlement period. In general, there is a large, liquid market in the United States for most ADRs. The Funds may also invest in European Depository Receipts ("EDRs"), which are receipts evidencing an arrangement with a European bank similar to that for ADRs and are designed for use in the European securities markets. EDRs are not necessarily denominated in the currency of the underlying security. FIXED INCOME. Since most foreign fixed income securities are not rated, a Fund (principally the Total Return Fund) will invest in foreign fixed income securities based on the investment manager's analysis without relying on published ratings. Since such investments will be based upon the investment manager's analysis rather than upon published ratings, achievement of a Fund's goals may depend more upon the abilities of the investment manager than would otherwise be the case. The value of the foreign fixed income securities held by a Fund, and thus the net asset value of the Fund's shares, generally will fluctuate with (a) changes in the perceived creditworthiness of the issuers of those securities, (b) movements in interest rates, and (c) changes in the relative values of the currencies in which a Fund's investments in fixed income securities are denominated with respect to the U.S. Dollar. The extent of the fluctuation will depend on various factors, such as the average maturity of a Fund's investments in foreign fixed income securities, and the extent to which a Fund hedges its interest rate, credit and currency exchange rate risks. Many of the foreign fixed income obligations in which a Fund will invest will have long maturities. A longer average maturity generally is associated with a higher level of volatility in the market value of such securities in response to changes in market conditions. Investments in sovereign debt, including Brady Bonds, involve special risks. Brady Bonds are debt securities issued under a plan implemented to other debtor nations to restructure their outstanding commercial bank indebtedness. Foreign governmental issuers of debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or pay interest when due. In the event of default, there may be limited or no legal recourse in that, generally, remedies for defaults must be pursued in the courts of the defaulting party. Political conditions, especially a sovereign entity's willingness to meet the terms of its fixed income securities, are of considerable significance. Also, there can be no assurance that the holders of commercial bank loans to the same sovereign entity may not contest payments to the holders of sovereign debt in the event of default under commercial bank loan agreements. In addition, there is no bankruptcy proceeding with respect to sovereign debt on which a sovereign has defaulted, and a Fund may be unable to collect all or any part of its investment in a particular issue. Foreign investment in certain sovereign debt is restricted or controlled to varying degrees, including requiring governmental approval for the repatriation of income, capital or proceed of sales by foreign investors. These restrictions or controls may at times limit or preclude foreign investment in certain sovereign debt or increase the costs and expenses of a Fund. A significant portion of the sovereign debt in which a Fund may invest is issued as part of debt restructuring and such debt is to be considered speculative. There is a history of defaults with respect to commercial bank loans by public and private entities issuing Brady Bonds. All or a portion of the interest payments and/or principal repayment with respect to Brady Bonds may be uncollateralized. HIGH YIELD (HIGH RISK) BONDS. The Total Return Fund may invest a portion of its assets in fixed income securities that are in the lower rating categories of recognized rating agencies or are non-rated. These lower rated or non-rated fixed income securities are considered, on balance, as predominantly speculative with respect to capacity to pay interest and repay 13 principal in accordance with the terms of the obligation and generally will involve more credit risk than securities in the higher rating categories. The market values of such securities tend to reflect individual corporate developments to a greater extent than do those of higher rated securities, which react primarily to fluctuations in the general level of interest rates. Such lower rated securities also tend to be more sensitive to economic conditions than are higher rated securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, regarding lower rated bonds may depress the prices for such securities. These and other factors adversely affecting the market value of high yield securities will adversely affect the Fund's net asset value. Although some risk is inherent in all securities ownership, holders of fixed income securities have a claim on the assets of the issuer prior to the holders of common stock. Therefore, an investment in fixed income securities generally entails less risk than an investment in common stock of the same issuer. High yield securities frequently are issued by corporations in the growth stage of their development. They may also be issued in connection with a corporate reorganization or a corporate takeover. Companies that issue such high yielding securities often are highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with higher rated securities. For example, during an economic downturn or recession, highly leveraged issuers of high yield securities may experience financial stress. During such periods, such issuers may not have sufficient revenues to meet their interest payment obligations. The issuer's ability to service its debt obligations may also be adversely affected by specific corporate developments, or the issuer's inability to meet specific projected business forecasts, or the unavailability of additional financing. The risk of loss from default by the issuer is significantly greater for the holders of high yielding securities because such securities are generally unsecured and are often subordinated to other creditors of the issuer. The Fund may have difficulty disposing of certain high yield securities because they may have a thin trading market. The lack of a liquid secondary market may have an adverse effect on market price and the Fund's ability to dispose of particular issues and may also make it more difficult for the Fund to obtain accurate market quotations for purposes of valuing these assets. Zero coupon securities and pay-in-kind bonds involve additional special considerations. Zero coupon securities are debt obligations that do not entitle the holder to any periodic payments of interest prior to maturity or a specified cash payment date when the securities begin paying current interest (the "cash payment date") and therefore are issued and traded at a discount from their face amount or par value. The market prices of zero coupon securities are generally more volatile than the market prices of securities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than do securities paying interest currently with similar maturities and credit quality. Zero coupon, pay-in-kind or deferred interest bonds carry additional risk in that unlike bonds that pay interest throughout the period to maturity, the Fund will realize no cash until the cash payment date unless a portion of such securities is sold and, if the issuer defaults, the Fund may obtain no return at all on its investment. Additional information concerning high yield securities appears under "Appendix--Ratings of Fixed Income Investments." REAL ESTATE INVESTMENT TRUSTS ("REITs"). The Aggressive Growth Fund may invest in REITs. REITs are sometimes informally characterized as equity REITs, mortgage REITs and hybrid REITs. Investment in REITs may subject the Fund to risks associated with the direct ownership of real estate, such as decreases in real estate values, overbuilding, increased competition and other risks related to local or general economic conditions, increases in operating costs and property taxes, changes in zoning laws, casualty or condemnation losses, possible environmental liabilities, regulatory limitations on rent and fluctuations in rental income. Equity REITs generally experience these risks directly through fee or leasehold interests, whereas mortgage REITs generally experience these risks indirectly through mortgage interests, unless the mortgage REIT forecloses on the underlying real estate. Changes in interest rates may also affect the value of the Fund's investment in REITs. For instance, during periods of declining interest rates, certain mortgage REITs may hold mortgages that the mortgagors elect to prepay, which prepayment may diminish the yield on securities issued by those REITs. Certain REITs have relatively small market capitalization, which may tend to increase the volatility of the market price of their securities. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects. REITs are also subject to heavy cash flow dependency, defaults by borrowers and the possibility of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended, and to maintain exemption from the registration requirements of the Investment Company Act of 1940. By investing in REITs indirectly through the Fund, a shareholder will bear not only his or her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. In addition, REITs depend generally on their ability to generate cash flow to make distributions to shareholders. 14 STRATEGIC TRANSACTIONS AND DERIVATIVES. The Funds may, but are not required to, utilize various other investment strategies as described below for a variety of purposes, such as hedging various market risks, managing the effective maturity or duration of fixed-income securities in a Fund's portfolio, or enhancing potential gain. These strategies may be executed through the use of derivative contracts. In the course of pursuing these investment strategies, the Funds may purchase and sell exchange-listed and over-the-counter put and call options on securities, equity and fixed-income indices and other instruments, purchase and sell futures contracts and options thereon, enter into various transactions such as swaps, caps, floors, collars, currency forward contracts, currency futures contracts, currency swaps or options on currencies, or currency futures and various other currency transactions (collectively, all the above are called "Strategic Transactions"). In addition, strategic transactions may also include new techniques, instruments or strategies that are permitted as regulatory changes occur. Strategic Transactions may be used without limit (subject to certain limitations imposed by the 1940 Act) to attempt to protect against possible changes in the market value of securities held in or to be purchased for a Fund's portfolio resulting from securities markets or currency exchange rate fluctuations, to protect the Funds' unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes, to manage the effective maturity or duration of fixed-income securities in the Fund's portfolio, or to establish a position in the derivatives markets as a substitute for purchasing or selling particular securities. Some Strategic Transactions may also be used to enhance potential gain although no more than 5% of the Funds' assets will be committed to Strategic Transactions entered into for non-hedging purposes. Any or all of these investment techniques may be used at any time and in any combination, and there is no particular strategy that dictates the use of one technique rather than another, as use of any Strategic Transaction is a function of numerous variables including market conditions. The ability of the Funds to utilize these Strategic Transactions successfully will depend on the Adviser's ability to predict pertinent market movements, which cannot be assured. The Funds will comply with applicable regulatory requirements when implementing these strategies, techniques and instruments. Strategic Transactions will not be used to alter fundamental investment purposes and characteristics of the Funds, and the Funds will segregate assets (or as provided by applicable regulations, enter into certain offsetting positions) to cover its obligations under options, futures and swaps to limit leveraging of the Funds. Strategic Transactions, including derivative contracts, have risks associated with them including possible default by the other party to the transaction, illiquidity and, to the extent the Adviser's view as to certain market movements is incorrect, the risk that the use of such Strategic Transactions could result in losses greater than if they had not been used. Use of put and call options may result in losses to the Funds, force the sale or purchase of portfolio securities at inopportune times or for prices higher than (in the case of put options) or lower than (in the case of call options) current market values, limit the amount of appreciation the Funds can realize on its investments or cause the Funds to hold a security it might otherwise sell. The use of currency transactions can result in the Funds incurring losses as a result of a number of factors including the imposition of exchange controls, suspension of settlements, or the inability to deliver or receive a specified currency. The use of options and futures transactions entails certain other risks. In particular, the variable degree of correlation between price movements of futures contracts and price movements in the related portfolio position of the Funds creates the possibility that losses on the hedging instrument may be greater than gains in the value of the Funds' position. In addition, futures and options markets may not be liquid in all circumstances and certain over-the-counter options may have no markets. As a result, in certain markets, the Funds might not be able to close out a transaction without incurring substantial losses, if at all. Although the use of futures and options transactions for hedging should tend to minimize the risk of loss due to a decline in the value of the hedged position, at the same time they tend to limit any potential gain which might result from an increase in value of such position. Finally, the daily variation margin requirements for futures contracts would create a greater ongoing potential financial risk than would purchases of options, where the exposure is limited to the cost of the initial premium. Losses resulting from the use of Strategic Transactions would reduce net asset value, and possibly income, and such losses can be greater than if the Strategic Transactions had not been utilized. General Characteristics of Options. Put options and call options typically have similar structural characteristics and operational mechanics regardless of the underlying instrument on which they are purchased or sold. Thus, the following general discussion relates to each of the particular types of options discussed in greater detail below. In addition, many Strategic Transactions involving options require segregation of Fund assets in special accounts, as described below under "Use of Segregated and Other Special Accounts." A put option gives the purchaser of the option, upon payment of a premium, the right to sell, and the writer the obligation to buy, the underlying security, commodity, index, currency or other instrument at the exercise price. For instance, the Funds's purchase of a put option on a security might be designed to protect its holdings in the underlying instrument (or, in some cases, a similar instrument) against a substantial decline in the market value by giving the Funds the right to sell such instrument at the option exercise price. A call option, upon payment of a premium, gives the purchaser of the option the right 15 to buy, and the seller the obligation to sell, the underlying instrument at the exercise price. The Funds's purchase of a call option on a security, financial future, index, currency or other instrument might be intended to protect the Funds against an increase in the price of the underlying instrument that it intends to purchase in the future by fixing the price at which it may purchase such instrument. An American style put or call option may be exercised at any time during the option period while a European style put or call option may be exercised only upon expiration or during a fixed period prior thereto. The Funds is authorized to purchase and sell exchange listed options and over-the-counter options ("OTC options"). Exchange listed options are issued by a regulated intermediary such as the Options Clearing Corporation ("OCC"), which guarantees the performance of the obligations of the parties to such options. The discussion below uses the OCC as an example, but is also applicable to other financial intermediaries. With certain exceptions, OCC issued and exchange listed options generally settle by physical delivery of the underlying security or currency, although in the future cash settlement may become available. Index options and Eurodollar instruments are cash settled for the net amount, if any, by which the option is "in-the-money" (i.e., where the value of the underlying instrument exceeds, in the case of a call option, or is less than, in the case of a put option, the exercise price of the option) at the time the option is exercised. Frequently, rather than taking or making delivery of the underlying instrument through the process of exercising the option, listed options are closed by entering into offsetting purchase or sale transactions that do not result in ownership of the new option. The Funds' ability to close out its position as a purchaser or seller of an OCC or exchange listed put or call option is dependent, in part, upon the liquidity of the option market. Among the possible reasons for the absence of a liquid option market on an exchange are: (i) insufficient trading interest in certain options; (ii) restrictions on transactions imposed by an exchange; (iii) trading halts, suspensions or other restrictions imposed with respect to particular classes or series of options or underlying securities including reaching daily price limits; (iv) interruption of the normal operations of the OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to handle current trading volume; or (vi) a decision by one or more exchanges to discontinue the trading of options (or a particular class or series of options), in which event the relevant market for that option on that exchange would cease to exist, although outstanding options on that exchange would generally continue to be exercisable in accordance with their terms. The hours of trading for listed options may not coincide with the hours during which the underlying financial instruments are traded. To the extent that the option markets close before the markets for the underlying financial instruments, significant price and rate movements can take place in the underlying markets that cannot be reflected in the option markets. OTC options are purchased from or sold to securities dealers, financial institutions or other parties ("Counterparties") through direct bilateral agreement with the Counterparty. In contrast to exchange listed options, which generally have standardized terms and performance mechanics, all the terms of an OTC option, including such terms as method of settlement, term, exercise price, premium, guarantees and security, are set by negotiation of the parties. The Funds will only sell OTC options (other than OTC currency options) that are subject to a buy-back provision permitting the Funds to require the Counterparty to sell the option back to the Funds at a formula price within seven days. The Funds expects generally to enter into OTC options that have cash settlement provisions, although it is not required to do so. Unless the parties provide for it, there is no central clearing or guaranty function in an OTC option. As a result, if the Counterparty fails to make or take delivery of the security, currency or other instrument underlying an OTC option it has entered into with the Funds or fails to make a cash settlement payment due in accordance with the terms of that option, the Funds will lose any premium it paid for the option as well as any anticipated benefit of the transaction. Accordingly, the Adviser must assess the creditworthiness of each such Counterparty or any guarantor or credit enhancement of the Counterparty's credit to determine the likelihood that the terms of the OTC option will be satisfied. The Funds will engage in OTC option transactions only with U.S. government securities dealers recognized by the Federal Reserve Bank of New York as "primary dealers" or broker/dealers, domestic or foreign banks or other financial institutions which have received (or the guarantors of the obligation of which have received) a short-term credit rating of A-1 from S&P or P-1 from Moody's or an equivalent rating from any nationally recognized statistical rating organization ("NRSRO") or, in the case of OTC currency transactions, are determined to be of equivalent credit quality by the Adviser. The staff of the SEC currently takes the position that OTC options purchased by the Funds, and portfolio securities "covering" the amount of the Funds' obligation pursuant to an OTC option sold by it (the cost of the sell-back plus the in-the-money amount, if any) are illiquid, and are subject to the Funds' limitation on investing no more than 15% of its net assets in illiquid securities. If the Funds sells a call option, the premium that it receives may serve as a partial hedge, to the extent of the option premium, against a decrease in the value of the underlying securities or instruments in its portfolio or will increase the Funds' income. the sale of put options can also provide income. 16 The Funds may purchase and sell call options on securities including U.S. Treasury and agency securities, mortgage-backed securities, foreign sovereign debt, corporate debt securities, equity securities (including convertible securities) and Eurodollar instruments that are traded on U.S. and foreign securities exchanges and in the over-the-counter markets, and on securities indices, currencies and futures contracts. All calls sold by the Funds must be "covered" (i.e., the Funds must own the securities or futures contract subject to the call) or must meet the asset segregation requirements described below as long as the call is outstanding. Even though the Funds will receive the option premium to help protect it against loss, a call sold by the Funds exposes the Funds during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or instrument and may require the Funds to hold a security or instrument which it might otherwise have sold. The Funds may purchase and sell put options on securities including U.S. Treasury and agency securities, mortgage-backed securities, foreign sovereign debt, corporate debt securities, equity securities (including convertible securities) and Eurodollar instruments (whether or not it holds the above securities in its portfolio), and on securities indices, currencies and futures contracts other than futures on individual corporate debt and individual equity securities. The Funds will not sell put options if, as a result, more than 50% of the Funds's assets would be required to be segregated to cover its potential obligations under such put options other than those with respect to futures and options thereon. In selling put options, there is a risk that the Funds may be required to buy the underlying security at a disadvantageous price above the market price. General Characteristics of Futures. The Funds may enter into futures contracts or purchase or sell put and call options on such futures as a hedge against anticipated interest rate, currency or equity market changes, and for duration management, risk management and return enhancement purposes. Futures are generally bought and sold on the commodities exchanges where they are listed with payment of initial and variation margin as described below. The sale of a futures contract creates a firm obligation by the Funds, as seller, to deliver to the buyer the specific type of financial instrument called for in the contract at a specific future time for a specified price (or, with respect to index futures and Eurodollar instruments, the net cash amount). Options on futures contracts are similar to options on securities except that an option on a futures contract gives the purchaser the right in return for the premium paid to assume a position in a futures contract and obligates the seller to deliver such position. The Funds' use of futures and options thereon will in all cases be consistent with applicable regulatory requirements and in particular the rules and regulations of the Commodity Futures Trading Commission and will be entered into for bona fide hedging, risk management (including duration management) or other portfolio and return enhancement management purposes. Typically, maintaining a futures contract or selling an option thereon requires the Funds to deposit with a financial intermediary as security for its obligations an amount of cash or other specified assets (initial margin) which initially is typically 1% to 10% of the face amount of the contract (but may be higher in some circumstances). Additional cash or assets (variation margin) may be required to be deposited thereafter on a daily basis as the mark to market value of the contract fluctuates. The purchase of an option on financial futures involves payment of a premium for the option without any further obligation on the part of the Funds. If the Funds exercises an option on a futures contract it will be obligated to post initial margin (and potential subsequent variation margin) for the resulting futures position just as it would for any position. Futures contracts and options thereon are generally settled by entering into an offsetting transaction but there can be no assurance that the position can be offset prior to settlement at an advantageous price, nor that delivery will occur. The Funds will not enter into a futures contract or related option (except for closing transactions) if, immediately thereafter, the sum of the amount of its initial margin and premiums on open futures contracts and options thereon would exceed 5% of the Funds' total assets (taken at current value); however, in the case of an option that is in-the-money at the time of the purchase, the in-the-money amount may be excluded in calculating the 5% limitation. The segregation requirements with respect to futures contracts and options thereon are described below. Options on Securities Indices and Other Financial Indices. The Funds also may purchase and sell call and put options on securities indices and other financial indices and in so doing can achieve many of the same objectives it would achieve through the sale or purchase of options on individual securities or other instruments. Options on securities indices and other financial indices are similar to options on a security or other instrument except that, rather than settling by physical delivery of the underlying instrument, they settle by cash settlement, i.e., an option on an index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the index upon which the option is based exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option (except if, in the case of an OTC option, physical delivery is specified). This amount of cash is equal to the excess of the closing price of the index over the exercise price of the option, which also may be multiplied by a formula value. The seller of the option is obligated, in return for the premium received, to make delivery of this amount. The gain or loss on an option on an index depends on price movements in the instruments making up the market, market segment, industry or other composite on which the underlying index is based, rather than price movements in individual securities, as is the case with respect to options on securities. 17 Currency Transactions. The Funds may engage in currency transactions with Counterparties primarily in order to hedge, or manage the risk of the value of portfolio holdings denominated in particular currencies against fluctuations in relative value. Currency transactions include forward currency contracts, exchange listed currency futures, exchange listed and OTC options on currencies, and currency swaps. A forward currency contract involves a privately negotiated obligation to purchase or sell (with delivery generally required) a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. A currency swap is an agreement to exchange cash flows based on the notional difference among two or more currencies and operates similarly to an interest rate swap, which is described below. The Funds may enter into currency transactions with Counterparties which have received (or the guarantors of the obligations which have received) a credit rating of A-1 or P-1 by S&P or Moody's, respectively, or that have an equivalent rating from a NRSRO or (except for OTC currency options) are determined to be of equivalent credit quality by the Adviser. The Funds' dealings in forward currency contracts and other currency transactions such as futures, options, options on futures and swaps generally will be limited to hedging involving either specific transactions or portfolio positions except as described below. Transaction hedging is entering into a currency transaction with respect to specific assets or liabilities of the Funds, which will generally arise in connection with the purchase or sale of its portfolio securities or the receipt of income therefrom. Position hedging is entering into a currency transaction with respect to portfolio security positions denominated or generally quoted in that currency. The Funds generally will not enter into a transaction to hedge currency exposure to an extent greater, after netting all transactions intended wholly or partially to offset other transactions, than the aggregate market value (at the time of entering into the transaction) of the securities held in its portfolio that are denominated or generally quoted in or currently convertible into such currency, other than with respect to proxy hedging or cross hedging as described below. The Funds may also cross-hedge currencies by entering into transactions to purchase or sell one or more currencies that are expected to decline in value relative to other currencies to which the Funds has or in which the Funds expects to have portfolio exposure. To reduce the effect of currency fluctuations on the value of existing or anticipated holdings of portfolio securities, the Funds may also engage in proxy hedging. Proxy hedging is often used when the currency to which a Fund's portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy hedging entails entering into a commitment or option to sell a currency whose changes in value are generally considered to be correlated to a currency or currencies in which some or all of a Fund's portfolio securities are or are expected to be denominated, in exchange for U.S. dollars. The amount of the commitment or option would not exceed the value of a Fund's securities denominated in correlated currencies. For example, if the Adviser considers that the Austrian schilling is correlated to the German deutschemark (the "D-mark"), the Funds holds securities denominated in schillings and the Adviser believes that the value of schillings will decline against the U.S. dollar, the Adviser may enter into a commitment or option to sell D-marks and buy dollars. Currency hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions can result in losses to the Funds if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. Further, there is the risk that the perceived correlation between various currencies may not be present or may not be present during the particular time that the Funds is engaging in proxy hedging. If the Funds enter into a currency hedging transaction, the Funds will comply with the asset segregation requirements described below. Risks of Currency Transactions. Currency transactions are subject to risks different from those of other portfolio transactions. Because currency control is of great importance to the issuing governments and influences economic planning and policy, purchases and sales of currency and related instruments can be negatively affected by government exchange controls, blockages, and manipulations or exchange restrictions imposed by governments. These can result in losses to the Funds if it is unable to deliver or receive currency or funds in settlement of obligations and could also cause hedges it has entered into to be rendered useless, resulting in full currency exposure as well as incurring transaction costs. Buyers and sellers of currency futures are subject to the same risks that apply to the use of futures generally. Further, settlement of a currency futures contract for the purchase of most currencies must occur at a bank based in the issuing nation. Trading options on currency futures is relatively new, and the ability to establish and close out positions on such options is subject to the maintenance of a liquid market which may not always be available. Currency exchange rates may fluctuate based on factors extrinsic to that country's economy. Combined Transactions. The Funds may enter into multiple transactions, including multiple options transactions, multiple futures transactions, multiple currency transactions (including forward currency contracts) and multiple interest rate transactions and any combination of futures, options, currency and interest rate transactions ("component" transactions), instead of a single Strategic Transaction, as part of a single or combined strategy when, in the opinion of the Adviser, it is in 18 the best interests of the Funds to do so. A combined transaction will usually contain elements of risk that are present in each of its component transactions. Although combined transactions are normally entered into based on the Adviser's judgment that the combined strategies will reduce risk or otherwise more effectively achieve the desired portfolio management goal, it is possible that the combination will instead increase such risks or hinder achievement of the portfolio management objective. Swaps, Caps, Floors and Collars. Among the Strategic Transactions into which the Funds may enter are interest rate, currency, index and other swaps and the purchase or sale of related caps, floors and collars. The Funds expect to enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its portfolio, to protect against currency fluctuations, as a duration management technique or to protect against any increase in the price of securities the Funds anticipate purchasing at a later date. The Funds will not sell interest rate caps or floors where it does not own securities or other instruments providing the income stream the Funds may be obligated to pay. Interest rate swaps involve the exchange by the Funds with another party of their respective commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments with respect to a notional amount of principal. A currency swap is an agreement to exchange cash flows on a notional amount of two or more currencies based on the relative value differential among them and an index swap is an agreement to swap cash flows on a notional amount based on changes in the values of the reference indices. The purchase of a cap entitles the purchaser to receive payments on a notional principal amount from the party selling such cap to the extent that a specified index exceeds a predetermined interest rate or amount. The purchase of a floor entitles the purchaser to receive payments on a notional principal amount from the party selling such floor to the extent that a specified index falls below a predetermined interest rate or amount. A collar is a combination of a cap and a floor that preserves a certain return within a predetermined range of interest rates or values. The Funds will usually enter into swaps on a net basis, i.e., the two payment streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with the Funds receiving or paying, as the case may be, only the net amount of the two payments. Inasmuch as the Funds will segregate assets (or enter into offsetting positions) to cover its obligations under swaps, the Adviser and the Funds believe such obligations do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to its borrowing restrictions. The Funds will not enter into any swap, cap, floor or collar transaction unless, at the time of entering into such transaction, the unsecured long-term debt of the Counterparty, combined with any credit enhancements, is rated at least A by S&P or Moody's or has an equivalent rating from a NRSRO or is determined to be of equivalent credit quality by the Adviser. If there is a default by the Counterparty, the Funds may have contractual remedies pursuant to the agreements related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid. Caps, floors and collars are more recent innovations for which standardized documentation has not yet been fully developed and, accordingly, they are less liquid than swaps. Eurodollar Instruments. The Funds may make investments in Eurodollar instruments. Eurodollar instruments are U.S. dollar-denominated futures contracts or options thereon which are linked to the London Interbank Offered Rate ("LIBOR"), although foreign currency-denominated instruments are available from time to time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. The Funds might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed income instruments are linked. Risks of Strategic Transactions Outside the U.S. When conducted outside the U.S., Strategic Transactions may not be regulated as rigorously as in the U.S., may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities, currencies and other instruments. The value of such positions also could be adversely affected by: (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the U.S. of data on which to make trading decisions, (iii) delays in the Funds' ability to act upon economic events occurring in foreign markets during non-business hours in the U.S., (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the U.S., and (v) lower trading volume and liquidity. Use of Segregated and Other Special Accounts. Many Strategic Transactions, in addition to other requirements, require that the Funds segregate cash or liquid assets with its custodian to the extent Fund obligations are not otherwise "covered" through ownership of the underlying security, financial instrument or currency. In general, either the full amount of any obligation by the Funds to pay or deliver securities or assets must be covered at all times by the securities, instruments or currency required to be delivered, or, subject to any regulatory restrictions, an amount of cash or liquid assets at least equal to the current amount of the obligation must be segregated with the custodian. The segregated assets cannot be sold or transferred unless equivalent assets are substituted in their place or it is no longer necessary to segregate them. For example, a call option written by the Funds will require the Funds to hold the securities subject to the call (or securities convertible into the needed securities without additional consideration) or to segregate cash or liquid assets sufficient to purchase and deliver 19 the securities if the call is exercised. A call option sold by the Funds on an index will require the Funds to own portfolio securities which correlate with the index or to segregate cash or liquid assets equal to the excess of the index value over the exercise price on a current basis. A put option written by the Funds requires the Funds to segregate cash or liquid assets equal to the exercise price. Except when the Funds enters into a forward contract for the purchase or sale of a security denominated in a particular currency, which requires no segregation, a currency contract which obligates the Funds to buy or sell currency will generally require the Funds to hold an amount of that currency or liquid assets denominated in that currency equal to a Funds' obligations or to segregate cash or liquid assets equal to the amount of a Funds' obligation. OTC options entered into by the Funds, including those on securities, currency, financial instruments or indices and OCC issued and exchange listed index options, will generally provide for cash settlement. As a result, when the Funds sells these instruments it will only segregate an amount of cash or liquid assets equal to its accrued net obligations, as there is no requirement for payment or delivery of amounts in excess of the net amount. These amounts will equal 100% of the exercise price in the case of a non cash-settled put, the same as an OCC guaranteed listed option sold by the Funds, or the in-the-money amount plus any sell-back formula amount in the case of a cash-settled put or call. In addition, when the Funds sells a call option on an index at a time when the in-the-money amount exceeds the exercise price, the Funds will segregate, until the option expires or is closed out, cash or cash equivalents equal in value to such excess. OCC issued and exchange listed options sold by the Funds other than those above generally settle with physical delivery, or with an election of either physical delivery or cash settlement and the Funds will segregate an amount of cash or liquid assets equal to the full value of the option. OTC options settling with physical delivery, or with an election of either physical delivery or cash settlement will be treated the same as other options settling with physical delivery. In the case of a futures contract or an option thereon, the Funds must deposit initial margin and possible daily variation margin in addition to segregating cash or liquid assets sufficient to meet its obligation to purchase or provide securities or currencies, or to pay the amount owed at the expiration of an index-based futures contract. Such liquid assets may consist of cash, cash equivalents, liquid debt or equity securities or other acceptable assets. With respect to swaps, the Funds will accrue the net amount of the excess, if any, of its obligations over its entitlements with respect to each swap on a daily basis and will segregate an amount of cash or liquid assets having a value equal to the accrued excess. Caps, floors and collars require segregation of assets with a value equal to a Funds' net obligation, if any. Strategic Transactions may be covered by other means when consistent with applicable regulatory policies. The Funds may also enter into offsetting transactions so that its combined position, coupled with any segregated assets, equals its net outstanding obligation in related options and Strategic Transactions. For example, the Funds could purchase a put option if the strike price of that option is the same or higher than the strike price of a put option sold by the Funds. Moreover, instead of segregating cash or liquid assets if the Funds held a futures or forward contract, it could purchase a put option on the same futures or forward contract with a strike price as high or higher than the price of the contract held. Other Strategic Transactions may also be offset in combinations. If the offsetting transaction terminates at the time of or after the primary transaction no segregation is required, but if it terminates prior to such time, cash or liquid assets equal to any remaining obligation would need to be segregated. REPURCHASE AGREEMENTS. A Fund may invest in repurchase agreements, which are instruments under which the Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which price is higher than the purchase price), thereby determining the yield during the Fund's holding period. In the event of a bankruptcy or other default of a seller of a repurchase agreement, the Fund might incur expenses in enforcing its rights, and could experience losses, including a decline in the value of the underlying securities and loss of income. The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon. No Fund currently intends to invest more than 5% of its net assets in repurchase agreements during the current year. BORROWING. The Aggressive Growth and Blue Chip Funds each may not borrow money except as a temporary measure for extraordinary or emergency purposes and not for leverage purposes, and then only in an amount up to one-third of the value of its total assets in order to meet redemption requests without immediately selling any portfolio securities or other assets. (If, for any reason, the current value of a Fund's total assets fall below an amount equal to three times the amount of its indebtedness from money borrowed, the Fund will, within three days (not including Sundays and holidays), reduce its indebtedness to the extent necessary). The Blue Chip Fund and Total Return Funds may pledge up to 15% of its total assets to secure any such borrowings. The Growth, Quantitative, Small Cap, Technology, Total Return and Value+Growth Funds each may not borrow money except from temporary or emergency purposes (but not for the purchase of investments) and then only in an amount not to exceed 5% of its net assets, and may not pledge their assets in an amount exceeding the amount 20 of the borrowings secured by such pledge. The Aggressive Growth Fund may not pledge its assets except to secure permitted borrowings. ILLIQUID SECURITIES. A Fund will not purchase illiquid securities, including repurchase agreements maturing in more than seven days, if, as a result thereof, more than 15% of the Fund's net assets, valued at the time of the transaction, would be invested in such securities. If a Fund holds a material percentage of its assets in illiquid securities, there may be a question concerning the ability of the Fund to make payment within seven days of the date its shares are tendered for redemption. SEC guidelines provide that the usual limit on aggregate holdings by an open-end investment company of illiquid assets is 15% of its net assets. Each Fund may invest in securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933. This rule permits otherwise restricted securities to be sold to certain institutional buyers, such as the Funds. Such securities may be illiquid and subject to the Fund's limitation on illiquid securities. A "Rule 144A" security may be treated as liquid, however, if so determined pursuant to procedures adopted by the Board of Trustees. Investing in Rule 144A securities could have the effect of increasing the level of illiquidity in the Fund to the extent that qualified institutional buyers become uninterested for a time in purchasing Rule 144A securities. LENDING OF PORTFOLIO SECURITIES. Consistent with applicable regulatory requirements, the Funds may lend securities (principally to broker-dealers) without limit where such loans are callable at any time and are continuously secured by segregated collateral (cash or U.S. Government securities) equal to no less than the market value, determined daily, of the securities loaned. The Funds will receive amounts equal to dividends or interest on the securities loaned. The Funds will also earn income for having made the loan. Any cash collateral pursuant to these loans will be invested in short-term money market instruments. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially. However, the loans would be made only to firms deemed by the investment manager to be of good standing, and when the investment manager believes the potential earnings justify the attendant risk. Management will limit such lending to not more than one-third of the value of a Fund's total assets. INVESTMENT COMPANY SECURITIES. A Fund may acquire securities of other investment companies to the extent consistent with its investment objective and subject to the limitations of the 1940 Act. The Funds will indirectly bear its proportionate share of any management fees and other expenses paid by such other investment companies. For example, the Fund may invest in a variety of investment companies that seek to track the composition and performance of a specific index. These index-based investments hold substantially all of their assets in securities representing their specific index, or a specific portion of an index. Accordingly, the main risk of investing in index-based investments is the same as investing in a portfolio of equity securities comprising the index. The market prices of index-based investments will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their NAV). Index-based investments may no replicate exactly the performance of their specified index because of transaction costs and because of the temporary unavailability of certain component securities of the index: Examples of index-based investments include: SPDRs: SPDRs, an acronym for "Standard & Poor's Depositary Receipts," are based on the Standard & Poor's 500 Composite Stock Price Index. They are issued by the SPDR Trust, a unit investment trust that holds shares of substantially all the companies in the S&P 500 in substantially the same weighting and seeks to closely track the price performance and dividend yield of the Index. MidCap SPDRs: MidCap SPDRs are based on the S&P MidCap 400 Index. They are issued by the MidCap SPDR Trust, a unit investment trust that holds a portfolio of securities consisting of substantially all of the common stocks in the S&P MidCap 400 Index in substantially the same weighting and seeks to closely track the price performance and dividend yield of the Index. Select Sector SPDRs: Select Sector SPDRs are based on a particular sector or group of industries that are represented by a specified Select Sector Index within the Standard & Poor's 500 Composite Stock Price Index. They are issued by The Select Sector SPDR Trust, an open-end management investment company with nine portfolios that each seeks to closely track the price performance and dividend yield of a particular Select Sector Index. DIAMONDS(SM): DIAMONDS are based on the Dow Jones Industrial Average(SM). They are issued by the DIAMONDS Trust, a unit investment trust that holds a portfolio of all the component common stocks of the Dow Jones Industrial Average and seeks to closely track the price performance and dividend yield of the Dow. Nasdaq - 100 Shares: Nasdaq - 100 Shares are based on the Nasdaq 100 Index. They are issued by the Nasdaq - 100 Trust, a unit investment trust that holds a portfolio consisting of substantially all of the securities, in substantially the same 21 weighting, as the component stocks of the Nasdaq - 100 Index and seeks to closely track the price performance and dividend yield of the Index. WEBs: WEBs, an acronym for "World Equity Benchmark Shares," are based on 17 country-specific Morgan Stanley Capital International Indexes. They are issued by the WEBs Index Fund, Inc. that seeks to generally correspond to the price and yield performance of a specific Morgan Stanley Capital International Index. PORTFOLIO TRANSACTIONS Brokerage Allocation of brokerage is supervised by the Adviser. The primary objective of the Adviser in placing orders for the purchase and sale of securities for a Fund is to obtain the most favorable net results, taking into account such factors as price, commission where applicable, size of order, difficulty of execution and skill required of the executing broker/dealer. The Adviser seeks to evaluate the overall reasonableness of brokerage commissions paid (to the extent applicable) through the familiarity of Scudder Investor Services, Inc. ("SIS") with commissions charged on comparable transactions, as well as by comparing commissions paid by a Fund to reported commissions paid by others. The Adviser routinely reviews on a routine basis commission rates, execution and settlement services performed and makes internal and external comparisons. The Funds' purchases and sales of fixed-income securities are generally placed by the Adviser with primary market makers for these securities on a net basis, without any brokerage commission being paid by a Fund. Trading does, however, involve transaction costs. Transactions with dealers serving as primary market makers reflect the spread between the bid and asked prices. Purchases of underwritten issues may be made, which will include an underwriting fee paid to the underwriter. When it can be done consistently with the policy of obtaining the most favorable net results, it is the Adviser's practice to place such orders with broker/dealers who supply brokerage and research services to the Adviser or a Fund. The term "research services" includes advice as to the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or purchasers or sellers of securities; and analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. The Adviser is authorized when placing portfolio transactions, if applicable, for a Fund to pay a brokerage commission in excess of that which another broker might charge for executing the same transaction on account of execution of services and the receipt of research services. services. The Adviser has negotiated arrangements, which are not applicable to most fixed-income transactions, with certain broker/dealers pursuant to which a broker/dealer will provide research services, to the Adviser or the Fund in exchange for the direction by the Adviser of brokerage transactions to the broker/dealer. These arrangements regarding receipt of research services generally apply to equity security transactions. The Adviser may place orders with broker/dealers on the basis that the broker/dealer has or has not sold shares of a Fund. In effecting transactions in over-the-counter securities, orders are placed with the principal market makers for the security being traded unless, after exercising care, it appears that more favorable results are available elsewhere. To the maximum extent feasible, it is expected that the Adviser will place orders for portfolio transactions through SIS, which is a corporation registered as a broker-dealer and a subsidiary of the Adviser; SIS will place orders on behalf of the Funds with issuers, underwriters or other brokers and dealers. SIS will not receive any commission, fee or other remuneration from the Funds for this service. Although certain research services from broker/dealers may be useful to a Fund and to the Adviser, it is the opinion of the Adviser that such information only supplements the Adviser's own research effort since the information must still be analyzed, weighed and reviewed by the Adviser's staff. Such information may be useful to the Adviser in providing services to clients other than a Fund, and not all such information is used by the Adviser in connection with a Fund. Conversely, such information provided to the Adviser by broker/dealers through whom other clients of the Adviser effect securities transactions may be useful to the Adviser in providing services to a Fund. Each Fund's Board members review from time to time whether the recapture for the benefit of a Fund of some portion of the brokerage commissions or similar fees paid by a Fund on portfolio transactions is legally permissible and advisable. Each Fund's average portfolio turnover rate is the ratio of the lesser of sales or purchases to the monthly average value of the portfolio securities owned during the year, excluding all securities with maturities or expiration dates at the time of acquisition of one year or less. A higher rate involves greater brokerage transaction expenses to a Fund and may result in the realization of net capital gains, which would be taxable to shareholders when distributed. Purchases and sales are made for a Fund's portfolio whenever necessary, in management's opinion, to meet a Fund's objective. 22 Brokerage Commissions The table below shows total brokerage commissions paid by each Fund for the last three fiscal years and, for the most recent fiscal year, the percentage thereof that was allocated to firms based upon research information provided.
Allocated to Firms Based on Fund Fiscal 1999 Research in Fiscal 1999 Fiscal 1998 Fiscal 1997 - ---- ----------- ----------------------- ----------- ----------- Aggressive $88,561 86.49% $338,000 $ 27,000* Blue Chip $1,099,639 85.17% $2,371,000 $ 2,664,000 Growth $4,044,421 79.67% $7,022,000 $ 11,676,000 Small Cap $2,706,173 93.53% $4,592,000 $ 6,618,000 Technology $1,173,163 90.36% $2,613,000 $ 3,329,000 Total Return $3,235,979 89.55% $5,321,000 $ 7,170,000 Value+Growth $257,259 86.65% $282,000 $ 142,000
* For the period December 31, 1996 to September 30, 1997. INVESTMENT MANAGER AND UNDERWRITER INVESTMENT MANAGER. Scudder Kemper Investments, Inc. ("Scudder Kemper" or "the Adviser"), 345 Park Avenue, New York, New York, is each Fund's investment manager. Scudder Kemper is approximately 70% owned by Zurich Financial Services, a newly formed global insurance and financial services company. The balance of the Adviser is owned by its officers and employees. Pursuant to investment management agreements, Scudder Kemper acts as each Fund's investment Adviser, manages its investments, administers its business affairs, furnishes office facilities and equipment, provides clerical and administrative services, and permits any of its officers or employees to serve without compensation as trustees or officers of a Fund if elected to such positions. Each investment management agreement provides that each Fund pays the charges and expenses of its operations, including the fees and expenses of the trustees (except those who are affiliated with officers or employees of Scudder Kemper), independent auditors, counsel, custodian and transfer agent and the cost of share certificates, reports and notices to shareholders, brokerage commissions or transaction costs, costs of calculating net asset value and maintaining all accounting records related thereto, taxes and membership dues. Each Fund bears the expenses of registration of its shares with the Securities and Exchange Commission, and, effective January 1, 2000, the cost of qualifying and maintaining the qualification of each Fund's shares for sale under the securities laws of the various states ("Blue Sky Expense"). Prior to January 1, 2000, Kemper Distributors, Inc. ("KDI"), 222 South Riverside Plaza, Chicago, Illinois, 60606, as principal underwriter, paid the Blue Sky Expense. The investment management agreements provide that Scudder Kemper shall not be liable for any error of judgment or of law, or for any loss suffered by a Fund in connection with the matters to which the agreements relate, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Scudder Kemper in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under each agreement. Each Fund's investment management agreement continues in effect from year to year so long as its continuation is approved at least annually by a majority of the trustees who are not parties to such agreement or interested persons of any such party except in their capacity as trustees of the Fund and by the shareholders of the Fund subject thereto or the Board of Trustees. Each Fund's investment management agreement may be terminated at any time upon 60 days notice by either party, or by a majority vote of the outstanding shares of the Fund subject thereto, and will terminate automatically upon assignment. If additional Funds become subject to an investment management agreement, the provisions concerning continuation, amendment and termination shall be on a Fund by Fund basis. Additional Funds may be subject to a different agreement. Responsibility for overall management of each Fund rests with its Board of Trustees and officers. Professional investment supervision is provided by Scudder Kemper. The investment management agreements provide that Scudder Kemper shall act as each Fund's investment Adviser, manage its investments and provide it with various services and facilities. On December 31, 1997, pursuant to the terms of an agreement, Scudder, Stevens & Clark, Inc. ("Scudder") and Zurich Insurance Company ("Zurich") formed a new global organization by combining Scudder with Zurich Kemper Investments, Inc., a former subsidiary of Zurich and the former investment manager to each Fund, and Scudder changed its name to Scudder Kemper Investments, Inc. As a result of the transaction, Zurich owned approximately 70% of the Adviser, with the balance owned by the Adviser's officers and employees. On September 7, 1998, the businesses of Zurich (including Zurich's 70% interest in Scudder Kemper) and the financial services businesses of B.A.T Industries p.l.c. ("B.A.T") were combined to form a new global insurance and financial services 23 company known as Zurich Financial Services, Inc. By way of a dual holding company structure, former Zurich shareholders initially owned approximately 57% of Zurich Financial Services, Inc., with the balance initially owned by former B.A.T shareholders. Upon consummation of this transaction, each Fund's existing investment management agreement with Scudder Kemper was deemed to have been assigned and, therefore, terminated. The Board has approved a new investment management agreement with Scudder Kemper, which is substantially identical to the current investment management agreement, except for the date of execution and termination. This agreement became effective upon the termination of the then current investment management agreement and was approved by shareholders at a special meeting . The Funds (other than the Aggressive Growth Fund and the Small Cap Fund) pay Scudder Kemper investment management fees, payable monthly, at 1/12 of the annual rates shown below. The Aggressive Growth Fund and the Small Cap Fund each pay a base annual management fee, payable monthly, at the annual rate of 0.65% of the average daily net assets of the Fund. This base fee is subject to upward or downward adjustment on the basis of the investment performance of the Class A shares of the Fund compared with the performance of the Standard & Poor's 500 Stock Index as described herein. After the effect of the adjustment, the management fee rate for the Aggressive Growth Fund may range between 0.45% and 0.85% and the management fee rate for the Small Cap Fund may range between 0.35% and 0.95%. Blue Chip, Growth, Technology and Total Value+ Return Growth Average Daily Net Assets Funds Fund - ------------------------ ----- ---- $0 - $250 million 0.58% 0.72% $250 million - $1 billion 0.55 0.69 $1 billion - $2.5 billion 0.53 0.66 $2.5 billion - $5 billion 0.51 0.64 $5 billion - $7.5 billion 0.48 0.60 $7.5 billion - $10 billion 0.46 0.58 $10 billion - $12.5 billion 0.44 0.56 Over $12.5 billion 0.42 0.54 The Small Cap Fund pays a base annual investment management fee, payable monthly, at the rate of 0.65% of the average daily net assets of the Fund. This base fee is subject to upward or downward adjustment on the basis of the investment performance of the Class A shares of the Fund as compared with the performance of the Standard & Poor's 500 Stock Index (the "Index"). The Small Cap Fund will pay an additional monthly fee at an annual rate of 0.05% of such average daily net assets for each percentage point (fractions to be prorated) by which the performance of the Class A shares of the Fund exceeds that of the Index for the immediately preceding twelve months; provided that such additional monthly fee shall not exceed 1/12 of 0.30% of the average daily net assets. Conversely, the compensation payable by the Small Cap Fund will be reduced by an annual rate of 0.05% of such average daily net assets for each percentage point (fractions to be prorated) by which the performance of the Class A shares of the Fund falls below that of the Index, provided that such reduction in the monthly fee shall not exceed 1/12 of 0.30% of the average net assets. The total fee on an annual basis can range from 0.35% to 0.95% of average daily net assets. The Small Cap Fund's investment performance during any twelve month period is measured by the percentage difference between (a) the opening net asset value of one Class A share of the Fund and (b) the sum of the closing net asset value of one Class A share of the Fund plus the value of any income and capital gain dividends on such share during the period treated as if reinvested in Class A shares of the Fund at the time of distribution. The performance of the Index is measured by the percentage change in the Index between the beginning and the end of the twelve month period with cash distributions on the securities which comprise the Index being treated as reinvested in the Index at the end of each month following the payment of the dividend. Each monthly calculation of the incentive portion of the fee may be illustrated as follows: if over the preceding twelve month period the Small Cap Fund's adjusted net asset value applicable to one Class A share went from $10.00 to $11.00 (10% appreciation), and the Index, after adjustment, went from 100 to 104 (or only 4%), the entire incentive compensation would have been earned by Scudder Kemper. On the other hand, if the Index rose from 100 to 110 (10%), no incentive fee would have been payable. A rise in the Index from 100 to 116 (16%) would have resulted in the minimum monthly fee of 1/12 of 0.35%. Since the computation is not cumulative from year to year, an additional management fee may be payable with respect to a particular year, although the Small Cap Fund's performance over some longer period of time may be less favorable than that of the Index. Conversely, a lower management fee may be 24 payable in a year in which the performance of the Fund's Class A shares' is less favorable than that of the Index, although the performance of the Fund's Class A shares over a longer period of time might be better than that of the Index. The Aggressive Growth Fund pays a base annual investment management fee, payable monthly, at the rate of 0.65 of 1% of the average daily net assets of the Fund. This base fee is subject to upward or downward adjustment on the basis of the investment performance of the Class A shares of the Fund as compared with the performance of the Standard & Poor's 500 Stock Index (the "Index"). The Aggressive Growth Fund will pay an additional monthly fee at an annual rate of 0.02% of such average daily net assets for each percentage point (fractions to be prorated) by which the performance of the Class A shares of the Fund exceeds that of the Index for the immediately preceding twelve months; provided that such additional monthly fee shall not exceed 1/12 of 0.20% of the average daily net assets. Conversely, the compensation payable by the Aggressive Growth Fund will be reduced by an annual rate of 0.02% of such average daily net assets for each percentage point (fractions to be prorated) by which the performance of the Class A shares of the Fund falls below that of the Index, provided that such reduction in the monthly fee shall not exceed 1/12 of 0.20% of the average net assets. The total fee on an annual basis can range from 0.45% to 0.85% of average daily net assets. The Aggressive Growth Fund's investment performance during any twelve month period is measured by the percentage difference between (a) the opening net asset value of one Class A share of the Fund and (b) the sum of the closing net asset value of one Class A share of the Fund plus the value of any income and capital gain dividends on such share during the period treated as if reinvested in Class A shares of the Fund at the time of distribution. The performance of the Index is measured by the percentage change in the Index between the beginning and the end of the twelve month period with cash distributions on the securities which comprise the Index being treated as reinvested in the Index at the end of each month following the payment of the dividend. Each monthly calculation of the incentive portion of the fee may be illustrated as follows: if over the preceding twelve month period the Aggressive Growth Fund's adjusted net asset value applicable to one Class A share went from $10.00 to $11.50 (15% appreciation), and the Index, after adjustment, went from 100 to 104 (or only 4%), the entire incentive compensation would have been earned by Scudder Kemper. On the other hand, if the Index rose from 100 to 115 (15%), no incentive fee would have been payable. A rise in the Index from 100 to 125 (25%) would have resulted in the minimum monthly fee of 1/12 of 0.45%. Since the computation is not cumulative from year to year, an additional management fee may be payable with respect to a particular year, although the Aggressive Growth Fund's performance over some longer period of time may be less favorable than that of the Index. Conversely, a lower management fee may be payable in a year in which the performance of the Fund's Class A shares is less favorable than that of the Index, although the performance of the Fund's Class A shares over a longer period of time might be better than that of the Index. The investment management fees paid by each Fund for its last three fiscal years are shown in the table below.
Fund Fiscal 1999 Fiscal 1998 Fiscal 1997 - ---- ----------- ----------- ----------- Aggressive $241,000 98,000^(3) $37,000^(1) Blue Chip $4,172,000 3,104,000 $2,018,000 Growth $14,408,000 14,891,000 $14,576,000 Small Cap $2,966,000 3,519,000^(4) $3,193,000^(2) Technology $10,608,000 6,842,000 $6,532,000 Total Return $19,069,000 18,088,000 $17,084,000 Value+Growth $1,171,000 906,000 $474,000
(1) Fee was increased $1,000 from $36,000 base fee; for the period December 31, 1996 (commencement of operations) to September 30, 1997. (2) Fee was decreased $2,617,000 from $5,810,000 base fee. (3) Fee was decreased $9,000 from $107,000 base fee. (4) Fee was decreased $2,791,000 from $6,310,000 base fee. FUND ACCOUNTING AGENT. Scudder Fund Accounting Corporation ("SFAC"), Two International Place, Boston, Massachusetts 02110, a subsidiary of Scudder Kemper, is responsible for determining the daily net asset value per share of the Funds and maintaining all accounting records related thereto. Currently, SFAC receives no fee for its services to the Funds; however, subject to Board approval, some time in the future, SFAC may seek payment for its services under this agreement. PRINCIPAL UNDERWRITER. Pursuant to separate underwriting and distribution services agreements ("distribution agreements"), Kemper Distributors, Inc. ("KDI"), 222 South Riverside Plaza, Chicago, Illinois, 60606, an affiliate of Scudder Kemper, is the principal underwriter and distributor for the shares of each Fund and acts as agent of each Fund in the continuous offering of its shares. KDI bears all its expenses of providing services pursuant to the distribution agreements, including the payment of any commissions. Each Fund pays the cost for the prospectus and shareholder reports to be set in 25 type and printed for existing shareholders, and KDI, as principal underwriter, pays for the printing and distribution of copies thereof used in connection with the offering of shares to prospective investors. KDI also pays for supplementary sales literature and advertising costs. Class A Shares. KDI receives no compensation from the Funds as principal underwriter for Class A shares and pays all expenses of distribution of each Fund's Class A shares under the distribution agreements not otherwise paid by dealers or other financial services firms. As indicated under "Purchase of Shares," KDI retains the sales charge upon the purchase of shares and pays or allows concessions or discounts to firms for the sale of each Fund's shares. The following information concerns the underwriting commissions paid in connection with the distribution of each Fund's Class A shares for the fiscal years noted.
Commissions Retained by Commissions Underwriter Commissions Paid to Kemper Fund Fiscal Year Underwriter Paid to All Firms Affiliated Firms - ---- ----------- ----------- ----------------- ---------------- Aggressive 1999 $31,000 $146,000 $0 1998 $32,000 $323,000 $5,000 1997+ $7,000 $111,000 $5,000 Blue Chip 1999 $159,000 $930,000 $0 1998 $183,000 $1,286,000 $6,000 1997 $124,000 $1,101,000 $7,000 Growth 1999 $238,000 $1,220,000 $6,000 1998 $326,000 $1,998,000 $5,000 1997 $296,000 $1,523,000 $9,000 Small Cap 1999 $65,000 $384,000 $0 1998 $154,000 $875,000 $0 1997 $104,000 $705,000 $0 Technology 1999 $393,000 $1,170,000 $0 1998 $163,000 $824,000 $7,000 1997 $181,000 $853,000 $7,000 Total Return 1999 $257,000 $1,241,000 $0 1998 $233,000 $2,219,000 $6,000 1997 $191,000 $1,591,000 $0 Value+Growth 1999 $38,000 $262,000 $0 1998 $61,000 $462,000 $0 1997 $40,000 $538,000 $0
+ For the period December 31, 1996 (commencement of operations) to September 30, 1997. Class B Shares and Class C Shares. Each Fund has adopted a plan under Rule 12b-1 (the "Rule 12b-1 Plan") that provides for fees payable as an expense of the Class B shares and Class C shares that are used by KDI to pay for distribution and services for those classes. Because 12b-1 fees are paid out of fund assets on an ongoing basis, they will, over time, increase the cost of an investment and cost more than other types of sales charges. For its services under the distribution agreement, KDI receives a fee from each Fund under a Rule 12b-1 Plan, payable monthly, at the annual rate of 0.75% of average daily net assets of each Fund attributable to Class B shares. This fee, pursuant to the 12b-1 Plan, is accrued daily as an expense of Class B shares. KDI also receives any contingent deferred sales charges. See "Redemption or Repurchase of Shares--Contingent Deferred Sales Charge--Class B Shares." KDI currently compensates firms for sales of Class B shares at a commission rate of 3.75%. For its services under the distribution agreement, KDI receives a fee from each Fund under a Rule 12b-1 Plan, payable monthly, at the annual rate of 0.75% of average daily net assets of each Fund attributable to Class C shares. This fee, pursuant to the Rule 12b-1 Plan, is accrued daily as an expense of Class C shares. KDI currently advances to firms the first year distribution fee at a rate of 0.75% of the purchase price of Class C shares. For periods after the first year, KDI currently pays firms for sales of Class C shares a distribution fee, payable quarterly, at an annual rate of 0.75% of net assets attributable to Class C shares maintained and serviced by the firm and the fee continues until terminated by KDI or a Fund. 26 KDI also receives any contingent deferred sales charges. See "Redemption or Repurchase of Shares--Contingent Deferred Sales Charges--Class C Shares". Expenses of the Funds and of KDI in connection with the Rule 12b-1 Plans for the Class B and Class C Shares are set forth below. A portion of the marketing sales and operating expenses shown below could be considered overhead expense. 27
Commissions Distribution Contingent Total Paid by Fees Paid by Deferred Commissions Paid Underwriter Fund Class Fiscal Fund to Sales Charges by Underwriter to Affiliated Advertising B Shares Year Underwriter to Underwriter to Firms Firms and Literature -------- ---- ----------- -------------- -------- ----- -------------- Aggressive 1999 $100,000(a) $89,000 $283,000 $0 $25,623 1998 $28,000 $28,000 $337,000 $0 $31,000 1997+ $13,000 $11,000 $122,000 $0 $12,000 Blue Chip 1999 $1,173,000 $643,000 $2,051,000 $0 $177,922 1998 $1,198,000 $293,000 $2,266,000 $0 $289,000 1997 $659,000 $128,000 $1,885,000 $0 $189,000 Growth 1999 $4,238,000 $1,428,000 $2,138,000 $0 $215,196 1998 $5,791,000 $1,180,000 $2,647,000 $0 $355,000 1997 $6,426,000 $1,183,000 $3,193,000 $0 $563,000 Small Cap 1999 $1,225,000 $481,000 $721,000 $0 $81,411 1998 $1,938,000 $438,000 $1,229,000 $0 $165,000 1997 $1,930,000 $417,000 $1,308,000 $0 $222,000 Technology 1999 $1,930,000 $555,000 $3,383,000 $0 $217,770 1998 $884,000 $273,000 $1,248,000 $0 $167,000 1997 $ 698,000 $179,000 $1,272,000 $0 $162,000 Total Return 1999 $6,179,000 $1,406,000 $3,461,000 $0 $337,430 1998 $7,774,000 $1,259,000 $3,718,000 $0 $484,000 1997 $8,705,000 $1,382,000 $3,769,000 $0 $517,000 Value+Growth 1999 $448,000(a) $173,000 $386,000 $0 $38,592 1998 $345,000 $86,000 $697,000 $0 $96,000 1997 $195,000(a) $28,000 $656,000 $0 $65,000
Other Distribution Expenses Paid by Underwriter ----------------------------------------------- Marketing Misc. Fund Class Fiscal Prospectus and Sales Operating Interest B Shares Year Printing Expenses Expenses Expenses -------- ---- -------- -------- -------- -------- Aggressive 1999 $2,931 $66,040 $19,784 $90,803 1998 $3,000 $65,000 $29,000 $31,000 1997+ $1,000 $3,000 $1,000 $4,000 Blue Chip 1999 $11,384 $474,444 $70,127 $817,908 1998 $34,000 $598,000 $113,000 $482,000 1997 $13,000 $530,000 $97,000 $238,000 Growth 1999 $24,910 $552,766 $93,237 ($551,313) 1998 $31,000 $731,000 $124,000 ($318,000) 1997 $39,000 $1,424,000 $199,000 $48,000 Small Cap 1999 $9,525 $203,603 $40,323 $296,956 1998 $14,000 $334,000 $66,000 $397,000 1997 $15,000 $564,000 $97,000 $426,000 Technology 1999 $17,780 $650,080 $100,802 $641,408 1998 $19,000 $340,000 $68,000 $404,000 1997 $11,000 $442,000 $77,000 $295,000 Total Return 1999 $22,366 $901,664 $126,892 ($745,251) 1998 $57,000 $1,008,000 $171,000 ($373,000) 1997 $36,000 $1,391,000 $193,000 $44,000 Value+Growth 1999 $3,577 $104,968 $13,460 $241,870 1998 $10,000 $183,000 $40,000 $1,213,000 1997 $5,000 $184,000 $30,000 $104,000 + For the period December 31, 1996 (commencement of operations) to September 30, 1997. (a) Amounts shown after expense waiver. 28 Total Distribution Contingent Distribution Fees Paid by Deferred Fees Paid by Fund Class Fiscal Fund to Sales Charges Underwriter C Shares Year Underwriter to Underwriter to Firms - -------- ---- ----------- -------------- -------- Aggressive 1999 $20,000(a) $3,000 $43,000 1998 $6,000 $1,000 $21,000 1997+ $6,000 $5,000 $16,000 Blue Chip 1999 $220,000 $6,000 $240,000 1998 $134,000 $6,000 $140,000 1997 $49,000 $3,000 $72,000 Growth 1999 $185,000 $3,000 $181,000 1998 $148,000 $3,000 $148,000 1997 $110,000 $1,000 $123,000 Small Cap 1999 $90,000 $3,000 $87,000 1998 $106,000 $4,000 $97,000 1997 $62,000 $2,000 $63,000 Technology 1999 $288,000 $7,000 $366,000 1998 $108,000 $2,000 $104,000 1997 $51,000 $3,000 $66,000 Total Return 1999 $269,000 $22,000 $289,000 1998 $167,000 $5,000 $173,000 1997 $109,000 $2,000 $123,000 Value+Growth 1999 $16,000(a) $3,000 $0 1998 $9,000 $3,000 $31,000 1997 $ 8,000(a) $1,000 $20,000
Other Distribution Expenses Paid by Underwriter ----------------------------------------------- Distribution Fees Paid by Underwriter Marketing Misc. Fund Class Fiscal to Affiliated Advertising Prospectus and Sales Operating Interest C Shares Year Firms and Literature Printing Expenses Expenses Expenses - -------- ---- ----- -------------- -------- -------- -------- -------- Aggressive 1999 $0 $9,743 $1,122 $26,028 $11,812 $8,720 1998 $0 $6,000 $1,000 $12,000 $3,000 $4,000 1997+ $0 $7,000 $1,000 $20,000 $0 $1,000 Blue Chip 1999 $0 $41,606 $2,798 $113,295 $23,261 $42,205 1998 $0 $56,000 $7,000 $111,000 $30,000 $27,000 1997 $0 $26,000 $2,000 $52,000 $18,000 $12,000 Growth 1999 $0 $20,988 $2,432 $56,162 $15,800 $59,625 1998 $0 $29,000 $3,000 $59,000 $19,000 $51,000 1997 $0 $44,000 $3,000 $110,000 $8,000 $36,000 Small Cap 1999 $0 $13,215 $1,542 $33,915 $14,540 $35,369 1998 $0 $24,000 $2,000 $48,000 $19,000 $29,000 1997 $0 $21,000 $1,000 $53,000 $9,000 $21,000 Technology 1999 $0 $53,868 $4,478 $164,379 $30,590 $41,886 1998 $0 $33,000 $4,000 $67,000 $22,000 $31,000 1997 $0 $24,000 $2,000 $66,000 $2,000 $19,000 Total Return 1999 $0 $49,088 $3,766 $140,116 $26,728 $66,561 1998 $0 $42,000 $5,000 $90,000 $24,000 $53,000 1997 $0 $35,000 $2,000 $94,000 $2,000 $36,000 Value+Growth 1999 $0 $8,352 $823 $24,051 $2,659 $13,853 1998 $0 $12,000 $1,000 $24,000 $9,000 $11,000 1997 $0 $7,000 $1,000 $20,000 $2,000 $7,000
+ For the period December 31, 1996 (commencement of operations) to September 30, 1997. * For the period February 15, 1996 to November 30, 1996. (a) Amount shown after expense waiver. 29 Rule 12b-1 Plan. If a Rule 12b-1 Plan (the "Plan") is terminated in accordance with its terms, the obligation of a Fund to make payments to KDI pursuant to the Plan will cease and the Fund will not be required to make any payments past the termination date. Thus, there is no legal obligation for the Fund to pay any expenses incurred by KDI in excess of its fees under a Plan, if for any reason the Plan is terminated in accordance with its terms. Future fees under a Plan may or may not be sufficient to reimburse KDI for its expenses incurred. Each distribution agreement and Rule 12b-1 Plan continues in effect from year to year so long as such continuance is approved for each class at least annually by a vote of the Board of Trustees of the Fund, including the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the agreement. Each agreement automatically terminates in the event of its assignment and may be terminated for a class at any time without penalty by a Fund or by KDI upon 60 days' notice. Termination by a Fund with respect to a class may be by vote of a majority of the Board of Trustees, or a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the agreement, or a "majority of the outstanding voting securities" of the class of the Fund, as defined under the 1940 Act. The agreement may not be amended for a class to increase the fee to be paid by a Fund with respect to such class without approval by a majority of the outstanding voting securities of such class of the Fund and all material amendments must in any event be approved by the Board of Trustees in the manner described above with respect to the continuation of the agreement. The provisions concerning the continuation, amendment and termination of the distribution agreement are on a Fund by Fund basis and for each Fund on a class by class basis. ADMINISTRATIVE SERVICES. Administrative services are provided to each Fund under an administrative services agreement ("administrative agreement") with KDI. KDI bears all its expenses of providing services pursuant to the administrative agreement between KDI and each Fund, including the payment of service fees. Each Fund pays KDI an administrative services fee, payable monthly, at an annual rate of up to 0.25% of average daily net assets of Class A, B and C shares of each Fund. KDI enters into related arrangements with various broker-dealer firms and other service or administrative firms ("firms"), that provide services and facilities for their customers or clients who are shareholders of a Fund. The firms provide such office space and equipment, telephone facilities and personnel as is necessary or beneficial for providing information and services to their clients. Such services and assistance may include, but are not limited to, establishing and maintaining accounts and records, processing purchase and redemption transactions, answering routine inquiries regarding the Fund, assistance to clients in changing dividend and investment options, account designations and addresses and such other services as may be agreed upon from time to time and permitted by applicable statute, rule or regulation. For Class A shares, KDI pays each firm a service fee, normally payable quarterly, at an annual rate of up to 0.25% of the net assets in Fund accounts that it maintains and services attributable to Class A shares commencing with the month after investment. With respect to Class B and Class C shares, KDI currently advances to firms the first-year service fee at a rate of up to 0.25% of the purchase price of such shares. For periods after the first year, KDI currently intends to pay firms a service fee at an annual rate of up to 0.25% (calculated monthly and normally paid quarterly) of the net assets attributable to Class B and Class C shares maintained and serviced by the firm and the fee continues until terminated by KDI or the Fund. Firms to which service fees may be paid include affiliates of KDI. KDI may, from time to time, from its own resources pay certain firms additional amounts for ongoing administrative services and assistance provided to their customers and clients who are shareholders of the Trusts. In addition, effective January 1, 2000 with respect to assets for which KDI provides administrative services, each Fund will pay KDI an administrative services fee of 0.15% of such assets. The following information concerns the administrative services fee paid by each Fund for the last three fiscal years.
Administrative Service Fees Paid by Fund ---------------------------------------- Service Fees Paid Service Fees Paid by Administrator by Administrator Fund Fiscal Year Class A Class B Class C to Firms to Affiliated firms - ---- ----------- ------- ------- ------- -------- ---------------- Aggressive 1999* $0 $0 $0 $139,000 $0 1998* $2,000 $1,000 $0 $80,000 $0 1997+ $7,000 $4,000 $2,000 $24,000 $0 Blue Chip 1999 $1,166,000 $581,000 $83,000 $1,629,000 $0 1998 $879,000 $394,000 $44,000 $1,311,000 $5,000 1997 $598,000 $220,000 $16,000 $886,000 $0
31
Administrative Service Fees Paid by Fund ---------------------------------------- Service Fees Paid Service Fees Paid by Administrator by Administrator Fund Fiscal Year Class A Class B Class C to Firms to Affiliated firms - ---- ----------- ------- ------- ------- -------- ---------------- Growth 1999 $4,587,000 $1,333,000 $58,000 $6,146,000 $26,000 1998 $4,274,000 $1,829,000 $47,000 $6,179,000 $37,000 1997 $4,000,000 $2,093,000 $36,000 $6,149,000 $41,000 Small Cap 1999 $1,207,000 $396,000 $26,000 $1,664,000 $0 1998 $1,407,000 $614,000 $33,000 $2,071,000 $5,000 1997 $1,376,000 $632,000 $21,000 $2,027,000 $7,000 Technology 1999 $2,834,000 $633,000 $92,000 $3,738,000 $6,000 1998 $1,763,000 $284,000 $32,000 $2,114,000 $5,000 1997 $1,682,000 $228,000 $17,000 $1,955,000 $0 Total Return 1999 $6,635,000 $2,043,000 $87,000 $8,476,000 $11,000 1998 $5,353,000 $2,504,000 $56,000 $7,976,000 $17,000 1997 $4,683,000 $2,813,000 $36,000 $7,603,000 $22,000 Value+Growth 1999 $200,000 $174,000 $19,000 $391,000 $0 1998 $152,000 $130,000 $10,000 $299,000 $0 1997* $71,000 $73,000 $4,000 $169,000 $0
+ For the period December 31, 1996 (commencement of operations) to September 30, 1997. * Amounts shown after expense waiver. KDI also may provide some of the above services and may retain any portion of the fee under the administrative agreement not paid to firms to compensate itself for administrative functions performed for a Fund. Currently, the administrative services fee payable to KDI is based only upon Fund assets in accounts for which there is a firm listed on the Fund's records and it is intended that KDI will pay all the administrative services fee that it receives from a Fund to firms in the form of service fees. The effective administrative services fee rate to be charged against all assets of a Fund while this procedure is in effect will depend upon the proportion of Fund assets that is in accounts for which there is a firm of record. The Board of Trustees of a Fund, in its discretion, may approve basing the fee to KDI on all Fund assets in the future. Certain trustees or officers of a Fund are also directors or officers of Scudder Kemper or KDI as indicated under "Officers and Trustees." CUSTODIAN, TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT. State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, as custodian, has custody of all securities and cash of each Fund. It attends to the collection of principal and income, and payment for and collection of proceeds of securities bought and sold by each Fund. Investors Fiduciary Trust Company, 801 Pennsylvania Avenue, Kansas City, Missouri, 64105 ("IFTC") is each Fund's transfer agent and dividend-paying agent. Pursuant to a services agreement with IFTC, Kemper Service Company ("KSvC"), an affiliate of Scudder Kemper, serves as "Shareholder Service Agent" of each Fund and, as such, performs all of IFTC's duties as transfer agent and dividend paying agent. IFTC receives as transfer agent, and pays to KSvC as follows: prior to January 1, 1999, annual account fees at a maximum rate of $6 per account plus account set up, transaction and maintenance charges, annual fees associated with the contingent deferred sales charge (Class B only) and out-of-pocket expense reimbursement and effective January 1, 1999, annual account fees of $10.00 ($18.00 for retirement accounts) plus set up charges, annual fees associated with the contingent deferred sales charges (Class B only), an asset-based fee of 0.08% and out-of-pocket reimbursement. The following shows for each Fund's 1999 fiscal year the shareholder service fees IFTC remitted to KSvC. Fund Fees IFTC Paid to KSvC - ---- ---------------------- Aggressive $387,000 Blue Chip $2,067,000 Growth $6,283,000 Small Cap $2,309,000 Technology $3,357,000 Total Return $7,110,000 Value+Growth $535,000 32 INDEPENDENT AUDITORS AND REPORTS TO SHAREHOLDERS. The Funds' independent auditors, Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois 60606, audit and report on the Funds' annual financial statements, review certain regulatory reports and the Funds' federal income tax returns, and perform other professional accounting, auditing, tax and advisory services when engaged to do so by the Funds. Shareholders will receive annual audited financial statements and semi-annual unaudited financial statements. LEGAL COUNSEL. Vedder, Price, Kaufman & Kammholz, 222 North LaSalle Street, Chicago, Illinois 60601, serves as legal counsel to the Funds . PURCHASE, REPURCHASE AND REDEMPTION OF SHARES PURCHASE OF SHARES Alternative Purchase Arrangements. Class A shares of each Fund 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, are subject to a contingent deferred sales charge payable upon certain redemptions within the first year following purchase, and do not convert into another class. When placing purchase orders, investors must specify whether the order is for Class A, Class B or Class C shares. The primary distinctions among the classes of each Fund's shares lie in their initial and contingent deferred sales charge structures and in their ongoing expenses, including asset-based sales charges in the form of Rule 12b-1 distribution fees. These differences are summarized in the table below. See, also, "Summary of Expenses." Each class has distinct advantages and disadvantages for different investors, and investors may choose the class that best suits their circumstances and objectives.
Annual 12b-1 Fees (as a % of average daily Sales Charge net assets) Other Information ------------ ----------- ----------------- Class A Maximum initial sales charge of 5.75% None Initial sales charge waived of the public offering price or reduced for certain purchases Class B Maximum contingent deferred sales 0.75% Shares convert to Class A charge of 4% of redemption proceeds; shares six years after declines to zero after six years issuance Class C Contingent deferred sales charge of 1% 0.75% No conversion feature of redemption proceeds for redemptions made during first year after purchase
The minimum initial investment for each Fund is $1,000 and the minimum subsequent investment is $100. The minimum initial investment for an Individual Retirement Account is $250 and the minimum subsequent investment is $50. Under an automatic investment plan, such as Bank Direct Deposit, Payroll Direct Deposit or Government Direct Deposit, the minimum initial and subsequent investment is $50. These minimum amounts may be changed at any time in management's discretion. Share certificates will not be issued unless requested in writing and may not be available for certain types of account registrations. It is recommended that investors not request share certificates unless needed for a specific purpose. You cannot redeem shares by telephone or wire transfer or use the telephone exchange privilege if share certificates have been issued. A lost or destroyed certificate is difficult to replace and can be expensive to the shareholder (a bond worth 2% or more of the certificate value is normally required). Initial Sales Charge Alternative--Class A Shares. The public offering price of Class A shares for purchasers choosing the initial sales charge alternative is the net asset value plus a sales charge, as set forth below. 33
Sales Charge ------------ Allowed to Dealers As a As a as a Percentage Percentage Percentage of of of Net Offering Amount of Purchase Offering Price Asset Value* Price ------------------ -------------- ------------ ----- Less than $50,000 5.75% 6.10% 5.20% $50,000 but less than $100,000 4.50 4.71 4.00 $100,000 but less than $250,000 3.50 3.63 3.00 $250,000 but less than $500,000 2.60 2.67 2.25 $500,000 but less than $1 million 2.00 2.04 1.75 $1 million and over 0.00** 0.00** ***
* Rounded to the nearest one-hundredth percent. ** Redemption of shares may be subject to a contingent deferred sales charge as discussed below. *** Commission is payable by KDI as discussed below. Each Fund receives the entire net asset value of all its Class A shares sold. KDI, the Funds' principal underwriter, retains the sales charge on sales of Class A shares from which it allows discounts from the applicable public offering price to investment dealers, which discounts are uniform for all dealers in the United States and its territories. The normal discount allowed to dealers is set forth in the above table. Upon notice to all dealers with whom it has sales agreements, KDI may reallow up to the full applicable sales charge, as shown in the above table, during periods and for transactions specified in such notice and such reallowances may be based upon attainment of minimum sales levels. During periods when 90% or more of the sales charge is reallowed, such dealers may be deemed to be underwriters as that term is defined in the Securities Act of 1933. Class A shares of a Fund may be purchased at net asset value by: (a) any purchaser provided that the amount invested in such Fund or other Kemper Mutual Funds listed under "Special Features--Class A Shares--Combined Purchases" totals at least $1,000,000 including purchases of Class A shares pursuant to the "Combined Purchases," "Letter of Intent" and "Cumulative Discount" features described under "Special Features"; or (b) a participant-directed qualified retirement plan described in Code Section 401(a), a participant-directed non-qualified deferred compensation plan described in Code Section 457 or a participant-directed qualified retirement plan described in Code Section 403(b)(7) which is not sponsored by a K-12 school district, provided in each case that such plan has not less than 200 eligible employees (the "Large Order NAV Purchase Privilege"). Redemption within two years of shares purchased under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charge. See "Redemption or Repurchase of Shares--Contingent Deferred Sales Charge--Large Order NAV Purchase Privilege." KDI may in its discretion compensate investment dealers or other financial services firms in connection with the sale of Class A shares of a Fund at net asset value in accordance with the Large Order NAV Purchase Privilege up to the following amounts: 1.00% of the net asset value of shares sold on amounts up to $5 million, 0.50% on the next $45 million and 0.25% on amounts over $50 million. The commission schedule will be reset on a calendar year basis for sales of shares pursuant to the Large Order NAV Purchase Privilege to employer sponsored employee benefit plans using the subaccount recordkeeping system made available through KSvC. For purposes of determining the appropriate commission percentage to be applied to a particular sale, KDI will consider the cumulative amount invested by the purchaser in a Fund and other Kemper Mutual Funds listed under "Special Features--Class A Shares--Combined Purchases," including purchases pursuant to the "Combined Purchases," "Letter of Intent" and "Cumulative Discount" features referred to above. The privilege of purchasing Class A shares of a Fund at net asset value under the Large Order NAV Purchase Privilege is not available if another net asset value purchase privilege also applies. Effective on February 1, 1996, Class A shares of a Fund or any other Kemper Mutual Fund listed under "Special Features--Class A Shares--Combined Purchases" may be purchased at net asset value in any amount by members of the plaintiff class in the proceeding known as Howard and Audrey Tabankin, et al. v. Kemper Short-Term Global Income Fund, et al., Case No. 93 C 5231 (N.D. IL). This privilege is generally non-transferable and continues for the lifetime of individual class members and for a ten year period for non-individual class members. To make a purchase at net asset value under this privilege, the investor must, at the time of purchase, submit a written request that the purchase be processed at net asset value pursuant to this privilege specifically identifying the purchaser as a member of the "Tabankin Class." Shares purchased under this privilege will be maintained in a separate account that includes only shares purchased under this privilege. For more details concerning this privilege, class members should refer to the Notice of (1) Proposed Settlement with Defendants; and (2) Hearing to Determine Fairness of Proposed Settlement, dated August 31, 1995, issued in connection with the 34 aforementioned court proceeding. For sales of Fund shares at net asset value pursuant to this privilege, KDI may in its discretion pay investment dealers and other financial services firms a concession, payable quarterly, at an annual rate of up to 0.25% of net assets attributable to such shares maintained and serviced by the firm. A firm becomes eligible for the concession based upon assets in accounts attributable to shares purchased under this privilege in the month after the month of purchase and the concession continues until terminated by KDI. The privilege of purchasing Class A shares of a Fund at net asset value under this privilege is not available if another net asset value purchase privilege also applies. Class A shares of a Fund may be purchased at net asset value by persons who purchase such shares through bank trust departments that process such trades through an automated, integrated mutual fund clearing program provided by a third party clearing firm. Class A shares of a Fund may be purchased at net asset value in any amount by certain professionals who assist in the promotion of Kemper Funds pursuant to personal services contracts with KDI, for themselves or members of their families. KDI in its discretion may compensate financial services firms for sales of Class A shares under this privilege at a commission rate of 0.50% of the amount of Class A shares purchased. Class A shares of a Fund may be purchased at net asset value by persons who purchase shares of the Fund through KDI as part of an automated billing and wage deduction program administered by RewardsPlus of America for the benefit of employees of participating employer groups. Class A shares may be sold at net asset value in any amount to: (a) officers, trustees, directors, employees (including retirees) and sales representatives of a Fund, its investment manager, its principal underwriter or certain affiliated companies, for themselves or members of their families; (b) registered representatives and employees of broker-dealers having selling group agreements with KDI and officers, directors and employees of service agents of the Funds, for themselves or their spouses or dependent children; (c) shareholders who owned shares of Kemper Value Series, Inc. ("KVS") on September 8, 1995, and have continuously owned shares of KVS (or a Kemper Fund acquired by exchange of KVS shares) since that date, for themselves or members of their families; and (d) any trust, pension, profit-sharing or other benefit plan for only such persons. Class A shares may be sold at net asset value in any amount to selected employees (including their spouses and dependent children) of banks and other financial services firms that provide administrative services related to order placement and payment to facilitate transactions in shares of the Funds for their clients pursuant to an agreement with KDI or one of its affiliates. Only those employees of such banks and other firms who as part of their usual duties provide services related to transactions in Fund shares may purchase Fund Class A shares at net asset value hereunder. Class A shares may be sold at net asset value in any amount to unit investment trusts sponsored by Ranson & Associates, Inc. In addition, unitholders of unit investment trusts sponsored by Ranson & Associates, Inc. or its predecessors may purchase a Fund's Class A shares at net asset value through reinvestment programs described in the prospectuses of such trusts that have such programs. Class A shares of a Fund may be sold at net asset value through certain investment advisors registered under the Investment Advisors Act of 1940 and other financial services firms acting solely as agent for their clients that adhere to certain standards established by KDI, including a requirement that such shares be sold for the benefit of their clients participating in an investment advisory program or agency commissions program under which such clients pay a fee to the Adviser or other firm for portfolio management and brokerage services. Such shares are sold for investment purposes and on the condition that they will not be resold except through redemption or repurchase by the Funds. The Funds may also issue Class A shares at net asset value in connection with the acquisition of the assets of or merger or consolidation with another investment company, or to shareholders in connection with the investment or reinvestment of income and capital gain dividends. The sales charge scale is applicable to purchases made at one time by any "purchaser" which includes: an individual; or an individual, his or her spouse and children under the age of 21; or a trustee or other fiduciary of a single trust estate or single fiduciary account; or an organization exempt from federal income tax under Section 501(c)(3) or (13) of the Code; or a pension, profit-sharing or other employee benefit plan whether or not qualified under Section 401 of the Code; or other organized group of persons whether incorporated or not, provided the organization has been in existence for at least six months and has some purpose other than the purchase of redeemable securities of a registered investment company at a discount. In order to qualify for a lower sales charge, all orders from an organized group will have to be placed through a single investment dealer or other firm and identified as originating from a qualifying purchaser. Deferred Sales Charge Alternative--Class B Shares. Investors choosing the deferred sales charge alternative may purchase Class B shares at net asset value per share without any sales charge at the time of purchase. Since Class B shares are being sold without an initial sales charge, the full amount of the investor's purchase payment will be invested in Class B shares for his or her account. A contingent deferred sales charge may be imposed upon redemption of Class B shares. (See "Redemption or Repurchase of Shares--Contingent Deferred Sales Charge--Class B Shares.") 35 KDI compensates firms for sales of Class B shares at the time of sale at a commission rate of up to 3.75% of the amount of Class B shares purchased. KDI is compensated by each Fund for services as distributor and principal underwriter for Class B shares. See "Investment Manager and Underwriter." Class B shares of a Fund will automatically convert to Class A shares of the same Fund six years after issuance on the basis of the relative net asset value per share. Class B shareholders of the Funds who originally acquired their shares as Initial Shares of Kemper Portfolios, formerly known as Kemper Investment Portfolios ("KIP"), hold them subject to the same conversion period schedule as that of their KIP. Class B shares representing Initial Shares of a former KIP Portfolio will automatically convert to Class A shares of the applicable Fund six years after issuance. The purpose of the conversion feature is to relieve holders of Class B shares from the distribution services fee when they have been outstanding long enough for KDI to have been compensated for distribution related expenses. For purposes of conversion to Class A shares, shares purchased through the reinvestment of dividends and other distributions paid with respect to Class B shares in a shareholder's Fund account will be converted to Class A shares on a pro rata basis. Purchase of Class C Shares. The public offering price of the Class C shares of a Fund is the next determined net asset value. No initial sales charge is imposed. Since Class C shares are sold without an initial sales charge, the full amount of the investor's purchase payment will be invested in Class C shares for his or her account. A contingent deferred sales charge may be imposed upon the redemption of Class C shares if they are redeemed within one year of purchase. See "Redemption or Repurchase of Shares--Contingent Deferred Sales Charge--Class C Shares." KDI currently advances to firms the first year distribution fee at a rate of 0.75% of the purchase price of such shares. For periods after the first year, KDI currently intends to pay firms for sales of Class C shares a distribution fee, payable quarterly, at an annual rate of 0.75% of net assets attributable to Class C shares maintained and serviced by the firm. KDI is compensated by each Fund for services as distributor and principal underwriter for Class C shares. See "Investment Manager and Underwriter." Which Arrangement is Better for You? The decision as to which class of shares provides a more suitable investment for an investor depends on a number of factors, including the amount and intended length of the investment. Investors making investments that qualify for reduced sales charges might consider Class A shares. Investors who prefer not to pay an initial sales charge and who plan to hold their investment for more than six years might consider Class B shares. Investors who prefer not to pay an initial sales charge but who plan to redeem their shares within six years might consider Class C shares. Orders for Class B shares or Class C shares for $500,000 or more will be declined. Orders for Class B shares or Class C shares by employer sponsored employee benefit plans using the subaccount record keeping system made available through the Shareholder Service Agent will be invested instead in Class A shares at net asset value where the combined subaccount value in a Fund or other Kemper Mutual Funds listed under "Special Features -- Class A Shares -- Combined Purchases" is in excess of $5 million including purchases pursuant to the "Combined Purchases," "Letter of Intent" and "Cumulative Discount" features described under "Special Features." For more information about the three sales arrangements, consult your financial representative or the Shareholder Service Agent. Financial services firms may receive different compensation depending upon which class of shares they sell. General. Banks and other financial services firms may provide administrative services related to order placement and payment to facilitate transactions in shares of a Fund for their clients, and KDI may pay them a transaction fee up to the level of the discount or commission allowable or payable to dealers, as described above. Banks or other financial services firms may be subject to various federal and state laws regarding the services described above and may be required to register as dealers pursuant to state law. If banking firms were prohibited from acting in any capacity or providing any of the described services, management would consider what action, if any, would be appropriate. KDI does not believe that termination of a relationship with a bank would result in any material adverse consequences to a Fund. KDI may, from time to time, pay or allow to firms a 1% commission on the amount of shares of the Fund sold under the following conditions: (i) the purchased shares are held in a Kemper IRA account, (ii) the shares are purchased as a direct "roll over" of a distribution from a qualified retirement plan account maintained on a participant subaccount record keeping system provided by KSvC, (iii) the registered representative placing the trade is a member of ProStar, a group of persons designated by KDI in acknowledgment of their dedication to the employee benefit plan area; and (iv) the purchase is not otherwise subject to a commission. In addition to the discounts or commissions described above, KDI will, from time to time, pay or allow additional discounts, commissions or promotional incentives, in the form of cash, to firms that sell shares of the Funds. In some instances, such discounts, commissions or other incentives will be offered only to certain firms that sell or are expected to sell during specified time periods certain minimum amounts of shares of the Funds, or other funds underwritten by KDI. Orders for the purchase of shares of a Fund will be confirmed at a price based on the net asset value of that Fund next determined after receipt by KDI of the order accompanied by payment. However, orders received by dealers or other 36 financial services firms prior to the determination of net asset value (see "Net Asset Value") and received by KDI prior to the close of its business day will be confirmed at a price based on the net asset value effective on that day ("trade date"). The Funds reserve the right to determine the net asset value more frequently than once a day if deemed desirable. Dealers and other financial services firms are obligated to transmit orders promptly. Collection may take significantly longer for a check drawn on a foreign bank than for a check drawn on a domestic bank. Therefore, if an order is accompanied by a check drawn on a foreign bank, funds must normally be collected before shares will be purchased. Investment dealers and other firms provide varying arrangements for their clients to purchase and redeem the Funds' shares. Some may establish higher minimum investment requirements than set forth above. Firms may arrange with their clients for other investment or administrative services. Such firms may independently establish and charge additional amounts to their clients for such services, which charges would reduce the clients' return. Firms also may hold the Funds' shares in nominee or street name as agent for and on behalf of their customers. In such instances, the Funds' transfer agent will have no information with respect to or control over the accounts of specific shareholders. Such shareholders may obtain access to their accounts and information about their accounts only from their firm. Certain of these firms may receive compensation from the Funds through the Shareholder Service Agent for recordkeeping and other expenses relating to these nominee accounts. In addition, certain privileges with respect to the purchase and redemption of shares or the reinvestment of dividends may not be available through such firms. Some firms may participate in a program allowing them access to their clients' accounts for servicing including, without limitation, transfers of registration and dividend payee changes; and may perform functions such as generation of confirmation statements and disbursement of cash dividends. Such firms, including affiliates of KDI, may receive compensation from the Funds through the Shareholder Service Agent for these services. This statement of additional information should be read in connection with such firms' material regarding their fees and services. The Funds reserve the right to withdraw all or any part of the offering made by this statement of additional information and to reject purchase orders. Also, from time to time, each Fund may temporarily suspend the offering of any class of its shares to new investors. During the period of such suspension, persons who are already shareholders of such class of such Fund normally are permitted to continue to purchase additional shares of such class and to have dividends reinvested. Shareholders should direct their inquiries to KSvC, 811 Main Street, Kansas City, Missouri 64105-2005 or to the firm from which they received this statement of additional information. As described herein, shares of a Fund are sold at their public offering price, which is the net asset value per share of the Fund next determined after an order is received in proper form plus, with respect to Class A shares, an initial sales charge. The minimum initial investment is $1,000 and the minimum subsequent investment is $100 but such minimum amounts may be changed at any time. An order for the purchase of shares that is accompanied by a check drawn on a foreign bank (other than a check drawn on a Canadian bank in U.S. Dollars) will not be considered in proper form and will not be processed unless and until the Fund determines that it has received payment of the proceeds of the check. The time required for such a determination will vary and cannot be determined in advance. The amount received by a shareholder upon redemption or repurchase may be more or less than the amount paid for such shares depending on the market value of the Fund's portfolio securities at the time. Upon receipt by the Shareholder Service Agent of a request for redemption, shares of a Fund will be redeemed by the Fund at the applicable net asset value per share of such Fund as described herein. Scheduled variations in or the elimination of the initial sales charge for purchases of Class A shares or the contingent deferred sales charge for redemptions of Class B or Class C shares, by certain classes of persons or through certain types of transactions, are provided because of anticipated economies in sales and sales related efforts. A Fund may suspend the right of redemption or delay payment more than seven days (a) during any period when the New York Stock Exchange (the "Exchange") is closed other than customary weekend and holiday closings or during any period in which trading on the Exchange is restricted, (b) during any period when an emergency exists as a result of which (i) disposal of a Fund's investments is not reasonably practicable, or (ii) it is not reasonably practicable for the Fund to determine the value of its net assets, or (c) for such other periods as the SEC may by order permit for the protection of a Fund's shareholders. The conversion of Class B shares to Class A shares may be subject to the continuing availability of an opinion of counsel, ruling by the Internal Revenue Service or other assurance acceptable to each Fund to the effect that (a) the assessment of the distribution services fee with respect to Class B shares and not Class A shares does not result in the Fund's dividends constituting "preferential dividends" under the Internal Revenue Code, and (b) that the conversion of Class B shares to Class A shares does not constitute a taxable event under the Internal Revenue Code. The conversion of Class B shares to Class A shares may be suspended if such assurance is not available. In that event, no further conversions of Class B shares 37 would occur, and shares might continue to be subject to the distribution services fee for an indefinite period that may extend beyond the proposed conversion date as described herein. The Funds have authorized certain members of the National Association of Securities Dealers, Inc. ("NASD"), other than Kemper Distributors, Inc. ("KDI") to accept purchase and redemption orders for the Fund's shares. Those brokers may also designate other parties to accept purchase and redemption orders on the Fund's behalf. Orders for purchase or redemption will be deemed to have been received by the Fund when such brokers or their authorized designees accept the orders. Subject to the terms of the contract between the Fund and the broker, ordinarily orders will be priced as the Fund's net asset value next computed after acceptance by such brokers or their authorized designees. Further, if purchases or redemptions of the Fund's shares are arranged and settlement is made at an investor's election through any other authorized NASD member, that member may, at its discretion, charge a fee for that service. The Board of Trustees or Directors as the case may be ("Board") of the Fund and KDI each has the right to limit the amount of purchases by, and to refuse to sell to, any person. The Board and KDI may suspend or terminate the offering of shares of the Fund at any time for any reason. REDEMPTION OR REPURCHASE OF SHARES General. Any shareholder may require a Fund to redeem his or her shares. When shares are held for the account of a shareholder by the Funds' transfer agent, the shareholder may redeem them by sending a written request with signatures guaranteed to Kemper Mutual Funds, Attention: Redemption Department, P.O. Box 419557, Kansas City, Missouri 64141-6557. When certificates for shares have been issued, they must be mailed to or deposited with the Shareholder Service Agent, along with a duly endorsed stock power and accompanied by a written request for redemption. Redemption requests and a stock power must be endorsed by the account holder with signatures guaranteed by a commercial bank, trust company, savings and loan association, federal savings bank, member firm of a national securities exchange or other eligible financial institution. The redemption request and stock power must be signed exactly as the account is registered including any special capacity of the registered owner. Additional documentation may be requested, and a signature guarantee is normally required, from institutional and fiduciary account holders, such as corporations, custodians (e.g., under the Uniform Transfers to Minors Act), executors, administrators, trustees or guardians. The redemption price for shares of a Fund will be the net asset value per share of that Fund next determined following receipt by the Shareholder Service Agent of a properly executed request with any required documents as described above. Payment for shares redeemed will be made in cash as promptly as practicable but in no event later than seven days after receipt of a properly executed request accompanied by any outstanding share certificates in proper form for transfer. When a Fund is asked to redeem shares for which it may not have yet received good payment (i.e., purchases by check, Express-Transfer or Bank Direct Deposit), it may delay transmittal of redemption proceeds until it has determined that collected funds have been received for the purchase of such shares, which will be up to 10 days from receipt by a Fund of the purchase amount. The redemption within two years of Class A shares purchased at net asset value under the Large Order NAV Purchase Privilege may be subject to a contingent deferred sales charge (see "Purchase of Shares--Initial Sales Charge Alternative--Class A Shares"), the redemption of Class B shares within six years may be subject to a contingent deferred sales charge (see "Contingent Deferred Sales Charge--Class B Shares" below), and the redemption of Class C shares within the first year following purchase may be subject to a contingent deferred sales charge (see "Contingent Deferred Sales Charge--Class C Shares" below). Because of the high cost of maintaining small accounts the Funds may assess a quarterly fee of $9 on an account with a balance below $1,000 for the quarter. The fee will not apply to accounts enrolled in an automatic investment program, Individual Retirement Accounts or employer sponsored employee benefit plans using the subaccount record keeping system made available through the Shareholder Service Agent. Shareholders can request the following telephone privileges: expedited wire transfer redemptions and EXPRESS-Transfer transactions (see "Special Features") and exchange transactions for individual and institutional accounts and pre-authorized telephone redemption transactions for certain institutional accounts. Shareholders may choose these privileges on the account application or by contacting the Shareholder Service Agent for appropriate instructions. Please note that the telephone exchange privilege is automatic unless the shareholder refuses it on the account application. A Fund or its agents may be liable for any losses, expenses or costs arising out of fraudulent or unauthorized telephone requests pursuant to these privileges unless the Fund or its agents reasonably believe, based upon reasonable verification procedures, that the telephonic instructions are genuine. The shareholder will bear the risk of loss, including loss resulting from fraudulent or unauthorized transactions, so long as reasonable verification procedures are followed. Verification procedures include recording instructions, requiring certain identifying information before acting upon instructions and sending written confirmations. Telephone Redemptions. If the proceeds of the redemption (prior to the imposition of any contingent deferred sales charge) are $50,000 or less and the proceeds are payable to the shareholder of record at the address of record, normally a telephone 38 request or a written request by any one account holder without a signature guarantee is sufficient for redemptions by individual or joint account holders, and trust, executor, guardian or custodian account holders, provided the trustee, executor, guardian or custodian is named in the account registration. Other institutional account holders may exercise this special privilege of redeeming shares by telephone request or written request without signature guarantee subject to the same conditions as individual account holders and subject to the limitations on liability described under "General" above, provided that this privilege has been pre-authorized by the institutional account holder or guardian account holder by written instruction to the Shareholder Service Agent with signatures guaranteed. Telephone requests may be made by calling 1-800-621-1048. Shares purchased by check or through EXPRESS-Transfer or Bank Direct Deposit may not be redeemed under this privilege of redeeming shares by telephone request until such shares have been owned for at least 10 days. This privilege of redeeming shares by telephone request or by written request without a signature guarantee may not be used to redeem shares held in certificated form and may not be used if the shareholder's account has had an address change within 30 days of the redemption request. During periods when it is difficult to contact the Shareholder Service Agent by telephone, it may be difficult to use the telephone redemption privilege, although investors can still redeem by mail. The Funds reserve the right to terminate or modify this privilege at any time. Repurchases (Confirmed Redemptions). A request for repurchase may be communicated by a shareholder through a securities dealer or other financial services firm to KDI, which each Fund has authorized to act as its agent. There is no charge by KDI with respect to repurchases; however, dealers or other firms may charge customary commissions for their services. Dealers and other financial services firms are obligated to transmit orders promptly. The repurchase price will be the net asset value of the Fund next determined after receipt of a request by KDI. However, requests for repurchases received by dealers or other firms prior to the determination of net asset value (see "Net Asset Value") and received by KDI prior to the close of KDI's business day will be confirmed at the net asset value effective on that day. The offer to repurchase may be suspended at any time. Requirements as to stock powers, certificates, payments and delay of payments are the same as for redemptions. Expedited Wire Transfer Redemptions. If the account holder has given authorization for expedited wire redemption to the account holder's brokerage or bank account, shares of a Fund can be redeemed and proceeds sent by federal wire transfer to a single previously designated account. Requests received by the Shareholder Service Agent prior to the determination of net asset value will result in shares being redeemed that day at the net asset value of the Fund effective on that day and normally the proceeds will be sent to the designated account the following business day. Delivery of the proceeds of a wire redemption of $250,000 or more may be delayed by the Fund for up to seven days if Scudder Kemper deems it appropriate under then current market conditions. Once authorization is on file, the Shareholder Service Agent will honor requests by telephone at 1-800-621-1048 or in writing, subject to the limitations on liability described under "General" above. The Funds are not responsible for the efficiency of the federal wire system or the account holder's financial services firm or bank. The Funds currently do not charge the account holder for wire transfers. The account holder is responsible for any charges imposed by the account holder's firm or bank. There is a $1,000 wire redemption minimum (including any contingent deferred sales charge). To change the designated account to receive wire redemption proceeds, send a written request to the Shareholder Service Agent with signatures guaranteed as described above or contact the firm through which shares of the Fund were purchased. Shares purchased by check or through EXPRESS-Transfer or Bank Direct Deposit may not be redeemed by wire transfer until such shares have been owned for at least 10 days. Account holders may not use this privilege to redeem shares held in certificated form. During periods when it is difficult to contact the Shareholder Service Agent by telephone, it may be difficult to use the expedited wire transfer redemption privilege. The Funds reserve the right to terminate or modify this privilege at any time. Contingent Deferred Sales Charge--Large Order NAV Purchase Privilege. A contingent deferred sales charge may be imposed upon redemption of Class A shares that are purchased under the Large Order NAV Purchase Privilege as follows: 1% if they are redeemed within one year of purchase and 0.50% if they are redeemed during the second year after purchase. The charge will not be imposed upon redemption of reinvested dividends or share appreciation. The charge is applied to the value of the shares redeemed excluding amounts not subject to the charge. The contingent deferred sales charge will be waived in the event of: (a) redemptions by a participant-directed qualified retirement plan described in Code Section 401(a), a participant-directed non-qualified deferred compensation plan described in Code Section 457 or a participant-directed qualified retirement plan described in Code Section 403(b)(7) which is not sponsored by a K-12 school district; (b) redemptions by employer sponsored employee benefit plans using the subaccount record keeping system made available through the Shareholder Service Agent; (c) redemption of shares of a shareholder (including a registered joint owner) who has died; (d) redemption of shares of a shareholder (including a registered joint owner) who after purchase of the shares being redeemed becomes totally disabled (as evidenced by a determination by the federal Social Security Administration); (e) redemptions under a Fund's Systematic Withdrawal Plan at a maximum of 10% per year of the net asset value of the 39 account; and (f) redemptions of shares whose dealer of record at the time of the investment notifies KDI that the dealer waives the commission applicable to such Large Order NAV Purchase. Contingent Deferred Sales Charge--Class B Shares. A contingent deferred sales charge may be imposed upon redemption of Class B shares. There is no such charge upon redemption of any share appreciation or reinvested dividends on Class B shares. The charge is computed at the following rates applied to the value of the shares redeemed excluding amounts not subject to the charge. Contingent Deferred Year of Redemption Sales After Purchase Charge - -------------- ------ First 4% Second 3% Third 3% Fourth 2% Fifth 2% Sixth 1% The contingent deferred sales charge will be waived: (a) in the event of the total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed, (b) in the event of the death of the shareholder (including a registered joint owner), (c) for redemptions made pursuant to a systematic withdrawal plan (see "Special Features--Systematic Withdrawal Plan" below), (d) for redemptions made pursuant to any IRA systematic withdrawal based on the shareholder's life expectancy including, but not limited to, substantially equal periodic payments described in Internal Revenue Code Section 72(t)(2)(A)(iv) prior to age 59 1/2 and (e) for redemptions to satisfy required minimum distributions after age 70 1/2 from an IRA account (with the maximum amount subject to this waiver being based only upon the shareholder's Kemper IRA accounts). The contingent deferred sales charge will also be waived in connection with the following redemptions of shares held by employer sponsored employee benefit plans maintained on the subaccount record keeping system made available by the Shareholder Service Agent: (a) redemptions to satisfy participant loan advances (note that loan repayments constitute new purchases for purposes of the contingent deferred sales charge and the conversion privilege), (b) redemptions in connection with retirement distributions (limited at any one time to 10% of the total value of plan assets invested in a Fund), (c) redemptions in connection with distributions qualifying under the hardship provisions of the Internal Revenue Code and (d) redemptions representing returns of excess contributions to such plans. Contingent Deferred Sales Charge--Class C Shares. A contingent deferred sales charge of 1% may be imposed upon redemption of Class C shares if they are redeemed within one year of purchase. The charge will not be imposed upon redemption of reinvested dividends or share appreciation. The charge is applied to the value of the shares redeemed excluding amounts not subject to the charge. The contingent deferred sales charge will be waived: (a) in the event of the total disability (as evidenced by a determination by the federal Social Security Administration) of the shareholder (including a registered joint owner) occurring after the purchase of the shares being redeemed, (b) in the event of the death of the shareholder (including a registered joint owner), (c) for redemptions made pursuant to a systematic withdrawal plan (limited to 10% of the net asset value of the account during the first year, see "Special Features--Systematic Withdrawal Plan"), (d) for redemptions made pursuant to any IRA systematic withdrawal based on the shareholder's life expectancy including, but not limited to, substantially equal periodic payments described in Internal Revenue Code Section 72(t)(2)(A)(iv) prior to age 59 1/2, (e) for redemptions to satisfy required minimum distributions after age 70 1/2 from an IRA account (with the maximum amount subject to this waiver being based only upon the shareholder's Kemper IRA accounts), (f) for any participant-directed redemption of shares held by employer sponsored employee benefit plans maintained on the subaccount record keeping system made available by the Shareholder Service Agent and (g) redemption of shares by an employer sponsored employee benefit plan that offers funds in addition to Kemper Funds and whose dealer of record has waived the advance of the first year administrative service and distribution fees applicable to such shares and agrees to receive such fees quarterly. Contingent Deferred Sales Charge--General. The following example will illustrate the operation of the contingent deferred sales charge. Assume that an investor makes a single purchase of $10,000 of a Fund's Class B shares and that 16 months later the value of the shares has grown by $1,000 through reinvested dividends and by an additional $1,000 of share appreciation to a total of $12,000. If the investor were then to redeem the entire $12,000 in share value, the contingent deferred sales charge would be payable only with respect to $10,000 because neither the $1,000 of reinvested dividends nor 40 the $1,000 of share appreciation is subject to the charge. The charge would be at the rate of 3% ($300) because it was in the second year after the purchase was made. The rate of the contingent deferred sales charge is determined by the length of the period of ownership. Investments are tracked on a monthly basis. The period of ownership for this purpose begins the first day of the month in which the order for the investment is received. For example, an investment made in December, 1996 will be eligible for the second year's charge if redeemed on or after December 1, 1997. In the event no specific order is requested when redeeming shares subject to a contingent deferred sales charge, the redemption will be made first from shares representing reinvested dividends and then from the earliest purchase of shares. KDI receives any contingent deferred sales charge directly. Reinvestment Privilege. A shareholder who has redeemed Class A shares of a Fund or any other Kemper Mutual Fund listed under "Special Features--Class A Shares--Combined Purchases" (other than shares of the Kemper Cash Reserves Fund purchased directly at net asset value) may reinvest up to the full amount redeemed at net asset value at the time of the reinvestment in Class A shares of a Fund or of the other listed Kemper Mutual Funds. A shareholder of a Fund or other Kemper Mutual Fund who redeems Class A shares purchased under the Large Order NAV Purchase Privilege (see "Purchase of Shares--Initial Sales Charge Alternative--Class A Shares") or Class B shares or Class C shares and incurs a contingent deferred sales charge may reinvest up to the full amount redeemed at net asset value at the time of the reinvestment, in Class A shares, Class B shares or Class C shares, as the case may be, of a Fund or of other Kemper Mutual Funds. The amount of any contingent deferred sales charge also will be reinvested. These reinvested shares will retain their original cost and purchase date for purposes of the contingent deferred sales charge. Also, a holder of Class B shares who has redeemed shares may reinvest up to the full amount redeemed, less any applicable contingent deferred sales charge that may have been imposed upon the redemption of such shares, at net asset value in Class A shares of a Fund or of the other Kemper Mutual Funds listed under "Special Features--Class A Shares--Combined Purchases." Purchases through the reinvestment privilege are subject to the minimum investment requirements applicable to the shares being purchased and may only be made for Kemper Mutual Funds available for sale in the shareholder's state of residence as listed under "Special Features--Exchange Privilege." The reinvestment privilege can be used only once as to any specific shares and reinvestment must be effected within six months of the redemption. If a loss is realized on the redemption of shares of a Fund, the reinvestment in shares of a Fund may be subject to the "wash sale" rules if made within 30 days of the redemption, resulting in a postponement of the recognition of such loss for federal income tax purposes. The reinvestment privilege may be terminated or modified at any time. SPECIAL FEATURES Class A Shares--Combined Purchases. Each Fund's Class A shares (or the equivalent) may be purchased at the rate applicable to the discount bracket attained by combining concurrent investments in Class A shares of any of the following funds: Kemper Classic Growth Fund, Kemper U.S. Growth and Income Fund, Kemper Technology Fund, Kemper Total Return Fund, Kemper Growth Fund, Kemper Small Capitalization Equity Fund, Kemper Income and Capital Preservation Fund, Kemper Municipal Bond Fund, Kemper Strategic Income Fund, Kemper High Yield Series, Kemper U.S. Government Securities Fund, Kemper International Fund, Kemper State Tax-Free Income Series, Kemper Blue Chip Fund, Kemper Global Income Fund, Kemper Target Equity Fund (series are subject to a limited offering period), Kemper Intermediate Municipal Bond Fund, Kemper Cash Reserves Fund, Kemper U.S. Mortgage Fund, Kemper Short-Intermediate Government Fund, Kemper Value+Growth Fund, Kemper Value Series, Inc., Kemper Horizon Fund, Kemper New Europe Fund, Inc., Kemper Asian Growth Fund, Kemper Funds Trust (certain series available only to employees of Scudder Kemper and its affiliates and only in certain states), Kemper Income Trust, Kemper Small Cap Relative Value Fund, Kemper-Dreman Financial Services Fund, Kemper Aggressive Growth Fund and Kemper Global/International Series, Inc. ("Kemper Mutual Funds"). Except as noted below, there is no combined purchase credit for direct purchases of shares of Zurich Money Funds, Cash Equivalent Fund, Tax-Exempt California Money Market Fund, Cash Account Trust, Investors Municipal Cash Fund or Investors Cash Trust ("Money Market Funds"), which are not considered "Kemper Mutual Funds" for purposes hereof. For purposes of the Combined Purchases feature described above as well as for the Letter of Intent and Cumulative Discount features described below, employer sponsored employee benefit plans using the subaccount record keeping system made available through the Shareholder Service Agent may include: (a) Money Market Funds as "Kemper Mutual Funds", (b) all classes of shares of any Kemper Mutual Fund and (c) the value of any other plan investment, such as guaranteed investment contracts and employer stock, maintained on such subaccount record keeping system. Class A Shares--Letter of Intent. The same reduced sales charges for Class A shares, as shown in the applicable prospectus or herein, also apply to the aggregate amount of purchases of such Kemper Mutual Funds listed above made by any purchaser within a 24-month period under a written Letter of Intent ("Letter") provided by KDI. The Letter, which imposes no obligation to purchase or sell additional Class A shares, provides for a price adjustment depending upon the actual amount purchased within such period. The Letter provides that the first purchase following execution of the Letter must be at least 41 5% of the amount of the intended purchase, and that 5% of the amount of the intended purchase normally will be held in escrow in the form of shares pending completion of the intended purchase. If the total investments under the Letter are less than the intended amount and thereby qualify only for a higher sales charge than actually paid, the appropriate number of escrowed shares are redeemed and the proceeds used toward satisfaction of the obligation to pay the increased sales charge. The Letter for an employer sponsored employee benefit plan maintained on the subaccount record keeping system available through the Shareholder Service Agent may have special provisions regarding payment of any increased sales charge resulting from a failure to complete the intended purchase under the Letter. A shareholder may include the value (at the maximum offering price) of all shares of such Kemper Mutual Funds held of record as of the initial purchase date under the Letter as an "accumulation credit" toward the completion of the Letter, but no price adjustment will be made on such shares. Only investments in Class A shares are included in this privilege. Class A Shares--Cumulative Discount. Class A shares of a Fund may also be purchased at the rate applicable to the discount bracket attained by adding to the cost of shares of a Fund being purchased, the value of all Class A shares of the above mentioned Kemper Mutual Funds (computed at the maximum offering price at the time of the purchase for which the discount is applicable) already owned by the investor. Class A Shares--Availability of Quantity Discounts. An investor or the investor's dealer or other financial services firm must notify the Shareholder Service Agent or KDI whenever a quantity discount or reduced sales charge is applicable to a purchase. Upon such notification, the investor will receive the lowest applicable sales charge. Quantity discounts described above may be modified or terminated at any time. Exchange Privilege. Shareholders of Class A, Class B and Class C shares may exchange their shares for shares of the corresponding class of other Kemper Mutual Funds in accordance with the provisions below. Class A Shares. Class A shares of the Kemper Mutual Funds and shares of the Money Market Funds listed under "Special Features--Class A Shares--Combined Purchases" above may be exchanged for each other at their relative net asset values. Shares of Money Market Funds and the Kemper Cash Reserves Fund that were acquired by purchase (not including shares acquired by dividend reinvestment) are subject to the applicable sales charge on exchange. Series of Kemper Target Equity Fund are available on exchange only during the Offering Period for such series as described in the applicable prospectus or statement of additional information. Cash Equivalent Fund, Tax-Exempt California Money Market Fund, Cash Account Trust, Investors Municipal Cash Fund and Investors Cash Trust are available on exchange but only through a financial services firm having a services agreement with KDI. Class A shares of a Fund purchased under the Large Order NAV Purchase Privilege may be exchanged for Class A shares of another Kemper Mutual Fund or a Money Market Fund under the exchange privilege described above without paying any contingent deferred sales charge at the time of exchange. If the Class A shares received on exchange are redeemed thereafter, a contingent deferred sales charge may be imposed in accordance with the foregoing requirements provided that the shares redeemed will retain their original cost and purchase date for purposes of the contingent deferred sales charge. Class B Shares. Class B shares of a Fund and Class B shares of any other Kemper Mutual Fund listed under "Special Features--Class A Shares--Combined Purchases" may be exchanged for each other at their relative net asset values. Class B shares may be exchanged without a contingent deferred sales charge being imposed at the time of exchange. For purposes of the contingent deferred sales charge that may be imposed upon the redemption of the Class B shares received on exchange, amounts exchanged retain their original cost and purchase date. Class C Shares. Class C shares of a Fund and Class C shares of any other Kemper Mutual Fund listed under "Special Features--Class A Shares--Combined Purchases" may be exchanged for each other at their relative net asset values. Class C shares may be exchanged without a contingent deferred sales charge being imposed at the time of exchange. For determining whether there is a contingent deferred sales charge that may be imposed upon the redemption of the Class C shares received by exchange, they retain the cost and purchase date of the shares that were originally purchased and exchanged. General. Shares of a Kemper Mutual Fund with a value in excess of $1,000,000 (except Kemper Cash Reserves Fund) acquired by exchange from another Kemper Mutual Fund, or from a Money Market Fund, may not be exchanged thereafter until they have been owned for 15 days (the "15-Day Hold Policy"). Effective June 1, 1999, in addition to the current limits on exchanges of shares with a value over $1,000,000, shares of a Kemper Fund with a value of $1,000,000 or less (except Kemper Cash Reserves Fund) acquired by exchange from another Kemper Fund, or from a Money Market Fund, may not be exchanged thereafter until they have been owned for 15 days if, in the investment manager's judgement, the exchange activity may have an adverse effect on the fund. In, particular, a pattern of exchanges that coincides a "market timing" strategy may be disruptive to the Fund and therefore may be subject to the 15-Day Hold Policy. For purposes of determining whether the 15-Day Hold Policy applies to a particular exchange, the value of the shares to be exchanged shall be computed 42 by aggregating the value of shares being exchanged for all accounts under common control, discretion or advice, including without limitation accounts administered by a financial services firm offering market timing, asset allocation or similar services. The total value of shares being exchanged must at least equal the minimum investment requirement of the Kemper Fund into which they are being exchanged. Exchanges are made based on relative dollar values of the shares involved in the exchange. There is no service fee for an exchange; however, dealers or other firms may charge for their services in effecting exchange transactions. Exchanges will be effected by redemption of shares of the fund held and purchase of shares of the other fund. For federal income tax purposes, any such exchange constitutes a sale upon which a gain or loss may be realized, depending upon whether the value of the shares being exchanged is more or less than the shareholder's adjusted cost basis of such shares. Shareholders interested in exercising the exchange privilege may obtain prospectuses of the other funds from dealers, other firms or KDI. Exchanges may be accomplished by a written request to KSvC, Attention: Exchange Department, P.O. Box 419557, Kansas City, Missouri 64141-6557, or by telephone if the shareholder has given authorization. Once the authorization is on file, the Shareholder Service Agent will honor requests by telephone at 1-800-621-1048, subject to the limitations on liability under "Redemption or Repurchase of Shares--General." Any share certificates must be deposited prior to any exchange of such shares. During periods when it is difficult to contact the Shareholder Service Agent by telephone, it may be difficult to use the telephone exchange privilege. The exchange privilege is not a right and may be suspended, terminated or modified at any time. Exchanges may only be made for funds that are available for sale in the shareholder's state of residence. Currently, Tax-Exempt California Money Market Fund is available for sale only in California and the portfolios of Investors Municipal Cash Fund are available for sale only in certain states. Systematic Exchange Privilege. The owner of $1,000 or more of any class of the shares of a Kemper Mutual Fund or Money Market Fund may authorize the automatic exchange of a specified amount ($100 minimum) of such shares for shares of the same class of another such Kemper Fund. If selected, exchanges will be made automatically until the privilege is terminated by the shareholder or the Kemper Fund. Exchanges are subject to the terms and conditions described above under "Exchange Privilege," except that the $1,000 minimum investment requirement for the Kemper Fund acquired on exchange is not applicable. This privilege may not be used for the exchange of shares held in certificated form. EXPRESS-Transfer. EXPRESS-Transfer permits the transfer of money via the Automated Clearing House System (minimum $100 and maximum $50,000) from a shareholder's bank, savings and loan, or credit union account to purchase shares in a Fund. Shareholders can also redeem shares (minimum $100 and maximum $50,000) from their Fund account and transfer the proceeds to their bank, savings and loan, or credit union checking account. Shares purchased by check or through EXPRESS-Transfer or Bank Direct Deposit may not be redeemed under this privilege until such shares have been owned for at least 10 days. By enrolling in EXPRESS-Transfer, the shareholder authorizes the Shareholder Service Agent to rely upon telephone instructions from any person to transfer the specified amounts between the shareholder's Fund account and the predesignated bank, savings and loan or credit union account, subject to the limitations on liability under "Redemption or Repurchase of Shares--General." Once enrolled in EXPRESS-Transfer, a shareholder can initiate a transaction by calling Kemper Shareholder Services toll free at 1-800-621-1048 Monday through Friday, 8:00 a.m. to 3:00 p.m. Chicago time. Shareholders may terminate this privilege by sending written notice to KSvC, P.O. Box 419415, Kansas City, Missouri 64141-6415. Termination will become effective as soon as the Shareholder Service Agent has had a reasonable time to act upon the request. EXPRESS-Transfer cannot be used with passbook savings accounts or for tax-deferred plans such as Individual Retirement Accounts ("IRAs"). Bank Direct Deposit. A shareholder may purchase additional shares of a Fund through an automatic investment program. With the Bank Direct Deposit Purchase Plan, investments are made automatically (maximum $50,000) from the shareholder's account at a bank, savings and loan or credit union into the shareholder's Fund account. By enrolling in Bank Direct Deposit, the shareholder authorizes the Fund and its agents to either draw checks or initiate Automated Clearing House debits against the designated account at a bank or other financial institution. This privilege may be selected by completing the appropriate section on the Account Application or by contacting the Shareholder Service Agent for appropriate forms. A shareholder may terminate his or her Plan by sending written notice to KSvC, P.O. Box 419415, Kansas City, Missouri 64141-6415. Termination by a shareholder will become effective within thirty days after the Shareholder Service Agent has received the request. A Fund may immediately terminate a shareholder's Plan in the event that any item is unpaid by the shareholder's financial institution. The Funds may terminate or modify this privilege at any time. Payroll Direct Deposit and Government Direct Deposit. A shareholder may invest in a Fund through Payroll Direct Deposit or Government Direct Deposit. Under these programs, all or a portion of a shareholder's net pay or government check is automatically invested in a Fund account each payment period. A shareholder may terminate participation in these programs by giving written notice to the shareholder's employer or government agency, as appropriate. (A reasonable time to act is required.) A Fund is not responsible for the efficiency of the employer or government agency making the payment or any financial institutions transmitting payments. 43 Systematic Withdrawal Plan. The owner of $5,000 or more of a class of a Fund's shares at the offering price (net asset value plus, in the case of Class A shares, the initial sales charge) may provide for the payment from the owner's account of any requested dollar amount to be paid to the owner or a designated payee monthly, quarterly, semiannually or annually. The $5,000 minimum account size is not applicable to Individual Retirement Accounts. The minimum periodic payment is $100. The maximum annual rate at which Class B shares may be redeemed (and Class A shares purchased under the Large Order NAV Purchase Privilege and Class C shares in their first year following the purchase) under a systematic withdrawal plan is 10% of the net asset value of the account. Shares are redeemed so that the payee will receive payment approximately the first of the month. Any income and capital gain dividends will be automatically reinvested at net asset value. A sufficient number of full and fractional shares will be redeemed to make the designated payment. Depending upon the size of the payments requested and fluctuations in the net asset value of the shares redeemed, redemptions for the purpose of making such payments may reduce or even exhaust the account. The purchase of Class A shares while participating in a systematic withdrawal plan will ordinarily be disadvantageous to the investor because the investor will be paying a sales charge on the purchase of shares at the same time that the investor is redeeming shares upon which a sales charge may have already been paid. Therefore, a Fund will not knowingly permit additional investments of less than $2,000 if the investor is at the same time making systematic withdrawals. KDI will waive the contingent deferred sales charge on redemptions of Class A shares purchased under the Large Order NAV Purchase Privilege, Class B shares and Class C shares made pursuant to a systematic withdrawal plan. The right is reserved to amend the systematic withdrawal plan on 30 days' notice. The plan may be terminated at any time by the investor or the Funds. Tax-Sheltered Retirement Plans. The Shareholder Service Agent provides retirement plan services and documents and KDI can establish investor accounts in any of the following types of retirement plans: o Individual Retirement Accounts ("IRAs") with State Street as custodian. This includes Savings Incentive Match Plan for Employees of Small Employers ("SIMPLE"), IRA accounts and Simplified Employee Pension Plan ("SEP") IRA accounts and prototype documents. o 403(b)(7) Custodial Accounts also with State Street as custodian. This type of plan is available to employees of most non-profit organizations. o Prototype money purchase pension and profit-sharing plans may be adopted by employers. The maximum annual contribution per participant is the lesser of 25% of compensation or $30,000. Brochures describing the above plans as well as model defined benefit plans, target benefit plans, 457 plans, 401(k) plans, SIMPLE 401(k) plans and materials for establishing them are available from the Shareholder Service Agent upon request. The brochures for plans with State Street as custodian describe the current fees payable to State Street for its services as custodian. Investors should consult with their own tax Advisors before establishing a retirement plan. DIVIDENDS AND TAXES Dividends. Each Fund normally distributes dividends of net investment income as follows: annually for the Aggressive Growth, Growth, Small Cap, Technology and Value+Growth Funds; semi-annually for the Blue Chip Fund; and quarterly for the Total Return Fund. Each Fund distributes any net realized short-term and long-term capital gains at least annually. The quarterly distribution to shareholders of the Total Return Fund may include short-term capital gains. Dividends paid by a Fund as to each class of its shares will be calculated in the same manner, at the same time and on the same day. The level of income dividends per share (as a percentage of net asset value) will be lower for Class B and Class C shares than for Class A shares primarily as a result of the distribution services fee applicable to Class B and Class C shares. Distributions of capital gains, if any, will be paid in the same amount for each class. A Fund may at any time vary its foregoing dividend practices and, therefore, reserves the right from time to time to either distribute or retain for reinvestment such of its net investment income and its net short-term and long-term capital gains as the Board of Trustees of the Fund determines appropriate under the then current circumstances. In particular, and without limiting the foregoing, a Fund may make additional distributions of net investment income or capital gain net income in order to satisfy the minimum distribution requirements contained in the Internal Revenue Code (the "Code"). Dividends will be reinvested in shares of the Fund paying such dividends unless shareholders indicate in writing that they wish to receive them in cash or in shares of other Kemper Funds as described herein. The level of income dividends per share (as a percentage of net asset value) will be lower for Class B and Class C shares than for Class A shares primarily as a result of the distribution services fee applicable to Class B and Class C shares. Distributions of capital gains, if any, will be paid in the same amount for each class. 44 Income and capital gain dividends, if any, of a Fund will be credited to shareholder accounts in full and fractional shares of the same class of that Fund at net asset value on the reinvestment date, except that, upon written request to the Shareholder Service Agent, a shareholder may select one of the following options: (1) To receive income and short-term capital gain dividends in cash and long-term capital gain dividends in shares of the same class at net asset value; or (2) To receive income and capital gain dividends in cash. Any dividends of a Fund that are reinvested normally will be reinvested in shares of the same class of that same Fund. However, upon written request to the Shareholder Service Agent, a shareholder may elect to have dividends of a Fund invested in shares of the same class of another Kemper Fund at the net asset value of such class of such other fund. See "Special Features--Class A Shares--Combined Purchases" for a list of such other Kemper Funds. To use this privilege of investing dividends of a Fund in shares of another Kemper Fund, shareholders must maintain a minimum account value of $1,000 in the Fund distributing the dividends. The Funds will reinvest dividend checks (and future dividends) in shares of that same Fund and class if checks are returned as undeliverable. Dividends and other distributions of a Fund in the aggregate amount of $10 or less are automatically reinvested in shares of the Fund unless the shareholder requests that such policy not be applied to the shareholder's account. Taxes. Each Fund intends to continue to qualify as a regulated investment company under Subchapter M of the Code and, if so qualified, will not be liable for federal income taxes to the extent its earnings are distributed. Such qualification does not involve governmental supervision or management of investment practices or policy. A regulated investment company qualifying under Subchapter M of the Code is required to distribute to its shareholders at least 90% of its investment company taxable income (including net short-term capital gain) and generally is not subject to federal income tax to the extent that it distributes annually its investment company taxable income and net realized capital gains in the manner required under the Code. Long-term capital gain dividends received by individual shareholders are taxed at a maximum rate of 20% on gains realized by a Fund from securities held more than 12 months. A 4% excise tax is imposed on the excess of the required distribution for a calendar year over the distributed amount for such calendar year. The required distribution is the sum of 98% of a Fund's net investment income for the calendar year plus 98% of its capital gain net income for the one-year period ending October 31, plus any undistributed net investment income from the prior calendar year, plus any undistributed capital gain net income from the one year period ended October 31 of the prior calendar year, minus any overdistribution in the prior calendar year. For purposes of calculating the required distribution, foreign currency gains or losses occurring after October 31 are taken into account in the following calendar year. Each Fund intends to declare or distribute dividends during the appropriate periods of an amount sufficient to prevent imposition of the 4% excise tax. If any net realized long-term capital gains in excess of net realized short-term capital losses are retained by a Fund for reinvestment, requiring federal income taxes to be paid thereon by a Fund, the Fund intends to elect to treat such capital gains as having been distributed to shareholders. As a result, each shareholder will report such capital gains as long-term capital gains, will be able to claim a relative share of federal income taxes paid by the Fund on such gains as a credit against personal federal income tax liability, and will be entitled to increase the adjusted tax basis on Fund shares by the difference between a pro rata share of such gains owned and the individual tax credit. A shareholder who redeems shares of a Fund will recognize capital gain or loss for federal income tax purposes measured by the difference between the value of the shares redeemed and the adjusted cost basis of the shares. Any loss recognized on the redemption of Fund shares held six months or less will be treated as long-term capital loss to the extent that the shareholder has received any long-term capital gain dividends on such shares. A shareholder who has redeemed shares of a Fund or other Kemper Mutual Fund listed above under "Special Features--Class A Shares--Combined Purchases" (other than shares of Kemper Cash Reserves Fund not acquired by exchange from another Kemper Mutual Fund) may reinvest the amount redeemed at net asset value at the time of the reinvestment in shares of any Fund or in shares of a Kemper Mutual Fund within six months of the redemption as described above under "Redemption or Repurchase of Shares--Reinvestment Privilege." If redeemed shares were purchased after October 3, 1989 and were held less than 91 days, then the lesser of (a) the sales charge waived on the reinvested shares, or (b) the sales charge incurred on the redeemed shares, is included in the basis of the reinvested shares and is not included in the basis of the redeemed shares. If a shareholder realized a loss on the redemption or exchange of a Fund's shares and reinvests in shares of the same Fund 30 days before or after the redemption or exchange, the transactions may be subject to the wash sale rules resulting in a postponement of the recognition of such loss for federal income tax purposes. An exchange of a Fund's shares for shares of another fund is treated as a redemption and reinvestment for federal income tax purposes upon which gain or loss may be recognized. 45 A Fund may invest in shares of certain foreign corporations which may be classified under the Code as passive foreign investment companies ("PFICs"). If a Fund receives a so-called "excess distribution" with respect to PFIC stock, the Fund itself may be subject to a tax on a portion of the excess distribution. Certain distributions from a PFIC as well as gains from the sale of the PFIC shares are treated as "excess distributions." In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC shares. The Fund will be subject to tax on the portion, if any, of an excess distribution that is allocated to prior Fund taxable years and an interest factor will be added to the tax, as if the tax had been payable in such prior taxable years. Excess distributions allocated to the current taxable year are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain. A Fund may make an election to mark to market its shares of these foreign investment companies in lieu of being subject to U.S. federal income taxation. At the end of each taxable year to which the election applies, the Fund would report as ordinary income the amount by which the fair market value of the foreign company's stock exceeds the Fund's adjusted basis in these shares; any mark to market losses and any loss from an actual disposition of shares would be deductible as ordinary loss to the extent of any net mark to market gains included in income in prior years. The effect of the election would be to treat excess distributions and gain on dispositions as ordinary income which is not subject to a fund level tax when distributed to shareholders as a dividend. Alternatively, a Fund may elect to include as income and gain its share of the ordinary earnings and net capital gain of certain foreign investment companies in lieu of being taxed in the manner described above. Equity options (including covered call options on portfolio stock) and over-the-counter options on debt securities written or purchased by a Fund will be subject to tax under Section 1234 of the Code. In general, no loss is recognized by a Fund upon payment of a premium in connection with the purchase of a put or call option. The character of any gain or loss recognized (i.e., long-term or short-term) will generally depend, in the case of a lapse or sale of the option, on the Fund's holding period for the option, and in the case of an exercise of a put option, on the Fund's holding period for the underlying stock. The purchase of a put option may constitute a short sale for federal income tax purposes, causing an adjustment in the holding period of the underlying stock or substantially identical stock in the Fund's portfolio. If a Fund writes a put or call option, no gain is recognized upon its receipt of a premium. If the option lapses or is closed out, any gain or loss is treated as a short-term capital gain or loss. If a call option is exercised, any resulting gain or loss is a short-term or long-term capital gain or loss depending on the holding period of the underlying stock. The exercise of a put option written by a Fund is not a taxable transaction for the Fund. Many futures contracts and certain foreign currency forward contracts entered into by a Fund and all listed non-equity options written or purchased by a Fund (including options on futures contracts and options on broad-based stock indices) will be governed by Section 1256 of the Code. Absent a tax election to the contrary, gain or loss attributable to the lapse, exercise or closing out of any such position generally will be treated as 60% long-term and 40% short-term capital gain or loss, and on the last trading day of the Fund's fiscal year, all outstanding Section 1256 positions will be marked to market (i.e. treated as if such positions were closed out at their closing price on such day), with any resulting gain or loss recognized as 60% long-term and 40% short-term. Under Section 988 of the Code, discussed below, foreign currency gain or loss from foreign currency-related forward contracts and similar financial instruments entered into or acquired by a Fund will be treated as ordinary income. Under certain circumstances, entry into a futures contract to sell a security may constitute a short sale for federal income tax purposes, causing an adjustment in the holding period of the underlying security or a substantially identical security in the Fund's portfolio. Positions of a Fund which consist of at least one stock and at least one other position with respect to a related security which substantially diminishes a Fund's risk of loss with respect to such stock could be treated as a "straddle" which is governed by Section 1092 of the Code, the operation of which may cause deferral of losses, adjustments in the holding periods of stock or securities and conversion of short-term capital losses into long-term capital losses. An exception to these straddle rules exists for certain "qualified covered call options" on stock written by the Fund. Positions of a Fund which consist of at least one position not governed by Section 1256 and at least one futures or forward contract or non-equity option governed by Section 1256 which substantially diminishes a Fund's risk of loss with respect to such other position will be treated as a "mixed straddle." Although mixed straddles are subject to the straddle rules of Section 1092 of the Code, certain tax elections exist for them which reduce or eliminate the operation of these rules. The Fund intends to monitor its transactions in options and futures and may make certain tax elections in connection with these investments. Notwithstanding any of the foregoing, recent tax law changes may require a Fund to recognize gain (but not loss) from a constructive sale of certain "appreciated financial positions" if a Fund enters into a short sale, offsetting notional principal contract, futures or forward contract transaction with respect to the appreciated position or substantially identical property. 46 Appreciated financial positions subject to this constructive sale treatment are interests (including options, futures and forward contracts and short sales) in stock, partnership interests, certain actively traded trust instruments and certain debt instruments. Constructive sale treatment of appreciated financial positions does not apply to certain transactions closed in the 90-day period ending with the 30th day after the close of the Fund's taxable year, if certain conditions are met. Similarly, if a Fund enters into a short sale of property that becomes substantially worthless, the Fund will be required to recognize gain at that time as though it had closed the short sale. Future regulations may apply similar treatment to other strategic transactions with respect to property that becomes substantially worthless. Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues receivables or liabilities denominated in a foreign currency and the time the Fund actually collects such receivables, or pays such liabilities, generally are treated as ordinary income or ordinary loss. Similarly, on disposition of debt securities denominated in a foreign currency, and on disposition of certain options, futures contracts and forward contracts, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition are also treated as ordinary gain or loss. These gains or losses, referred to under the Code as "Section 988" gains or losses, may increase or decrease the amount of a Fund's investment company taxable income to be distributed to its shareholders as ordinary income Dividends from domestic corporations are expected to comprise a substantial part of each Fund's gross income. To the extent that such dividends constitute a portion of a Fund's gross income, a portion of the income distributions of the Fund may be eligible for the deduction for dividends received by corporations. Shareholders will be informed of the portion of dividends which so qualify. The dividends-received deduction is reduced to the extent the shares of a Fund with respect to which the dividends are received are treated as debt-financed under federal income tax law, and is eliminated if either those shares or the shares of the Fund are deemed to have been held by a Fund or the shareholder, as the case may be, for less than 46 days during the 90-day period beginning 45 days before the shares become ex-dividend. Properly designated distributions of the excess of net long-term capital gain over net short-term capital loss are taxable to shareholders as long-term capital gain, regardless of the length of time the shares of the Fund have been held by such shareholders. Such distributions are not eligible for the dividends-received deduction. Any loss realized upon the redemption of shares held at the time of redemption for six months or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions of long-term capital gain during such six-month period. Distributions of investment company taxable income and net realized capital gains will be taxable as described above, whether received in shares or in cash. Shareholders electing to receive distributions in the form of additional shares will have a cost basis for federal income tax purposes in each share so received equal to the net asset value of a share on the reinvestment date. All distributions of investment company taxable income and net realized capital gain, whether received in shares or in cash, must be reported by each shareholder on his or her federal income tax return. Dividends and capital gains distributions declared in October, November or December and payable to shareholders of record in such a month will be deemed to have been received by shareholders on December 31 if paid during January of the following year. Redemptions of shares, including exchanges for shares of another Scudder fund, may result in tax consequences (gain or loss) to the shareholder and are also subject to these reporting requirements. The Funds will be required to report to the Internal Revenue Service all distributions of taxable income and capital gains as well as gross proceeds from the redemption or exchange of Fund shares, except in the case of certain exempt shareholders. Under the backup withholding provisions of Section 3406 of the Code, distributions of taxable income and capital gains and proceeds from the redemption or exchange of the shares of a regulated investment company may be subject to withholding of federal income tax at the rate of 31% in the case of non-exempt shareholders who fail to furnish the investment company with their taxpayer identification numbers and with required certifications regarding their status under the federal income tax law. Withholding may also be required if the Fund is notified by the IRS or a broker that the taxpayer identification number furnished by the shareholder is incorrect or that the shareholder has previously failed to report interest or dividend income. If the withholding provisions are applicable, any such distributions and proceeds, whether taken in cash or reinvested in additional shares, will be reduced by the amounts required to be withheld. Shareholders of a Fund may be subject to state and local taxes on distributions received from a Fund and on redemptions of the Fund's shares. Each distribution is accompanied by a brief explanation of the form and character of the distribution. In January of each year the Fund issues to each shareholder a statement of the federal income tax status of all distributions. 47 Each Fund is organized as a Massachusetts business trust and is not liable for any income or franchise tax in the Commonwealth of Massachusetts, provided that it qualifies as a regulated investment company for federal income tax purposes. An individual may make a deductible IRA contribution for any taxable year only if (i) the individual is not an active participant in an employer's retirement plan, or (ii) the individual has an adjusted gross income below a certain level ($52,000 for married individuals filing a joint return, with a phase-out of the deduction for adjusted gross income between $52,000 and $62,000; $32,000 for a single individual, with a phase-out for adjusted gross income between $32,000 and $42,000). An individual is not considered an active participant in an employer's retirement plan if the individual's spouse is an active participant in such a plan. However, in the case of a joint return, the amount of the deductible contribution by the individual who is not an active participant (but whose spouse is) is phased out for adjusted gross income between $150,000 and $160,000. However, an individual not permitted to make a deductible contribution to an IRA for any such taxable year may nonetheless make nondeductible contributions up to $2,000 to an IRA (up to $2,000 per individual for married couples if only one spouse has earned income) for that year. There are special rules for determining how withdrawals are to be taxed if an IRA contains both deductible and nondeductible amounts. In general, a proportionate amount of each withdrawal will be deemed to be made from nondeductible contributions; amounts treated as a return of nondeductible contributions will not be taxable. Also, annual contributions may be made to a spousal IRA even if the spouse has earnings in a given year if the spouse elects to be treated as having no earnings (for IRA contribution purposes) for the year. Distributions by a Fund result in a reduction in the net asset value of the Fund's shares. Should a distribution reduce the net asset value below a shareholder's cost basis, such distribution would nevertheless be taxable to the shareholder as ordinary income or capital gain as described above, even though, from an investment standpoint, it may constitute a partial return of capital. In particular, investors should consider the tax implications of buying shares just prior to a distribution. The price of shares purchased at that time includes the amount of the forthcoming distribution. Those purchasing just prior to a distribution will then receive a partial return of capital upon the distribution, which will nevertheless be taxable to them. Shareholders who are non-resident aliens are subject to U.S. withholding tax on ordinary income dividends (whether received in cash or shares) at a rate of 30% or such lower rate as prescribed by any applicable tax treaty. Trustees of qualified retirement plans and 403(b)(7) accounts are required by law to withhold 20% of the taxable portion of any distribution that is eligible to be "rolled over". The 20% withholding requirement does not apply to distributions from Individual Retirement Accounts (IRAs) or any part of a distribution that is transferred directly to another qualified retirement plan, 403(b)(7) account, or IRA. Shareholders should consult with their tax Advisors regarding the 20% withholding requirement. After each transaction, shareholders will receive a confirmation statement giving complete details of the transaction except that statements will be sent quarterly for transactions involving reinvestment of dividends and periodic investment and redemption programs. Information for income tax purposes, including, when appropriate, information regarding any foreign taxes and credits, will be provided after the end of the calendar year. Shareholders are encouraged to retain copies of their account confirmation statements or year-end statements for tax reporting purposes. However, those who have incomplete records may obtain historical account transaction information at a reasonable fee. When more than one shareholder resides at the same address, certain reports and communications to be delivered to such shareholders may be combined in the same mailing package, and certain duplicate reports and communications may be eliminated. Similarly, account statements to be sent to such shareholders may be combined in the same mailing package or consolidated into a single statement. However, a shareholder may request that the foregoing policies not be applied to the shareholder's account. The foregoing discussion of U.S. federal income tax law relates solely to the application of that law to U.S. persons, i.e., U.S. citizens and residents and U.S. corporations, partnerships, trusts and estates. Each shareholder who is not a U.S. person should consider the U.S. and foreign tax consequences of ownership of shares of the Fund, including the possibility that such a shareholder may be subject to a U.S. withholding tax at a rate of 30% (or at a lower rate under an applicable income tax treaty) on amounts constituting ordinary income received by him or her, where such amounts are treated as income from U.S. sources under the Code. Dividend and interest income received by a Fund from sources outside the U.S. may be subject to withholding and other taxes imposed by such foreign jurisdictions. Tax conventions between certain countries and the U.S. may reduce or eliminate these foreign taxes, however, and foreign countries generally do not impose taxes on capital gains respecting investments by foreign investors. Shareholders should consult their tax advisors about the application of the provisions of tax law described in this Statement of Additional Information in light of their particular tax situations. 48 NET ASSET VALUE The net asset value per share of a Fund is the value of one share and is determined separately for each class by dividing the value of a Fund's net assets attributable to the class by the number of shares of that class outstanding. The per share net asset value of each of Class B and Class C shares of the Fund will generally be lower than that of the Class A shares of a Fund because of the higher expenses borne by the Class B and Class C shares. The net asset value of shares of a Fund is computed as of the close of regular trading (the "value time") on the New York Stock Exchange (the "Exchange") on each day the Exchange is open for trading. The Exchange is scheduled to be closed on the following holidays: New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. Portfolio securities for which market quotations are readily available are generally valued at market value as of the value time in the manner described below. All other securities may be valued at fair value as determined in good faith by or under the direction of the Board. With respect to the Funds with securities listed primarily on foreign exchanges, such securities may trade on days when the Fund's net asset value is not computed; and therefore, the net asset value of a Fund may be significantly affected on days when the investor has no access to the Fund. An exchange-traded equity security is valued at its most recent sale price. Lacking any sales, the security is valued at the calculated mean between the most recent bid quotation and the most recent asked quotation (the "Calculated Mean"). Lacking a Calculated Mean, the security is valued at the most recent bid quotation. An equity security which is traded on The Nasdaq Stock Market Inc. ("Nasdaq") is valued at its most recent sale price. Lacking any sales, the security is valued at the most recent bid quotation. The value of an equity security not quoted on Nasdaq, but traded in another over-the-counter market, is its most recent sale price. Lacking any sales, the security is valued at the Calculated Mean. Lacking a Calculated Mean, the security is valued at the most recent bid quotation. Debt securities are valued at prices supplied by a pricing agent(s) which reflect broker/dealer supplied valuations and electronic data processing techniques. Money market instruments purchased with an original maturity of sixty days or less, maturing at par, shall be valued at amortized cost, which the Board believes approximates market value. If it is not possible to value a particular debt security pursuant to these valuation methods, the value of such security is the most recent bid quotation supplied by a bona fide marketmaker. If it is not possible to value a particular debt security pursuant to the above methods, the investment manager of the particular fund may calculate the price of that debt security, subject to limitations established by the Board. An exchange-traded options contract on securities, currencies, futures and other financial instruments is valued at its most recent sale price on such exchange. Lacking any sales, the options contract is valued at the Calculated Mean. Lacking any Calculated Mean, the options contract is valued at the most recent bid quotation in the case of a purchased options contract, or the most recent asked quotation in the case of a written options contract. An options contract on securities, currencies and other financial instruments traded over-the-counter is valued at the most recent bid quotation in the case of a purchased options contract and at the most recent asked quotation in the case of a written options contract. Futures contracts are valued at the most recent settlement price. Foreign currency exchange forward contracts are valued at the value of the underlying currency at the prevailing exchange rate on the valuation date. If a security is traded on more than one exchange, or upon one or more exchanges and in the over-the-counter market, quotations are taken from the market in which the security is traded most extensively. If, in the opinion of the Valuation Committee of the Board of Trustees, the value of a portfolio asset as determined in accordance with these procedures does not represent the fair market value of the portfolio asset, the value of the portfolio asset is taken to be an amount which, in the opinion of the Valuation Committee, represents fair market value on the basis of all available information. The value of other portfolio holdings owned by a Fund is determined in a manner which, in the discretion of the Valuation Committee, most fairly reflects market value of the property on the valuation date. Following the valuations of securities or other portfolios assets in terms of the currency in which the market quotation used is expressed ("Local Currency"), the value of these portfolio assets in terms of U.S. dollars is calculated by converting the Local Currency into U.S. dollars at the prevailing currency exchange rate on the valuation date. PERFORMANCE A Fund may advertise several types of performance information for a class of shares, including "yield" and "average annual total return" and "total return." Performance information will be computed separately for each class. Each of these figures is 49 based upon historical results and is not representative of the future performance of any class of a Fund. A Fund with fees or expenses being waived or absorbed by Scudder Kemper may also advertise performance information before and after the effect of the fee waiver or expense absorption. A Fund's historical performance or return for a class of shares may be shown in the form of "average annual total return" and "total return" figures. These various measures of performance are described below. Performance information will be computed separately for each class. Each Fund's average annual total return quotation is computed in accordance with a standardized method prescribed by rules of the SEC. The average annual total return for a Fund for a specific period is found by first taking a hypothetical $1,000 investment ("initial investment") in the Fund's shares on the first day of the period, adjusting to deduct the maximum sales charge (in the case of Class A shares), and computing the "redeemable value" of that investment at the end of the period. The redeemable value in the case of Class B or Class C shares includes the effect of the applicable contingent deferred sales charge that may be imposed at the end of the period. The redeemable value is then divided by the initial investment, and this quotient is taken to the Nth root (N representing the number of years in the period) and 1 is subtracted from the result, which is then expressed as a percentage. The calculation assumes that all income and capital gains dividends paid by the Fund have been reinvested at net asset value on the reinvestment dates during the period. Average annual total return may also be calculated without deducting the maximum sales charge. Calculation of a Fund's total return is not subject to a standardized formula, except when calculated for purposes of the Fund's "Financial Highlights" table in the Fund's financial statements and prospectus. Total return performance for a specific period is calculated by first taking an investment (assumed below to be $10,000) ("initial investment") in a Fund's shares on the first day of the period, either adjusting or not adjusting to deduct the maximum sales charge (in the case of Class A shares), and computing the "ending value" of that investment at the end of the period. The total return percentage is then determined by subtracting the initial investment from the ending value and dividing the remainder by the initial investment and expressing the result as a percentage. The ending value in the case of Class B and Class C shares may or may not include the effect of the applicable contingent deferred sales charge that may be imposed at the end of the period. The calculation assumes that all income and capital gains dividends paid by the Fund have been reinvested at net asset value on the reinvestment dates during the period. Total return may also be shown as the increased dollar value of the hypothetical investment over the period. Total return calculations that do not include the effect of the sales charge for Class A shares or the contingent deferred sales charge for Class B and Class C shares would be reduced if such charge were included. Total return figures for Class A shares for various periods are set forth in the tables below. Average annual total return and total return figures measure both the net investment income generated by, and the effect of any realized and unrealized appreciation or depreciation of, the underlying investments in a Fund's portfolio for the period referenced, assuming the reinvestment of all dividends. Thus, these figures reflect the change in the value of an investment in a Fund during a specified period. Average annual total return will be quoted for at least the one-, five- and ten-year periods ending on a recent calendar quarter (or if such periods have not yet elapsed, at the end of a shorter period corresponding to the life of the Fund for performance purposes). Average annual total return figures represent the average annual percentage change over the period in question. Total return figures represent the aggregate percentage or dollar value change over the period in question. A Fund's performance figures are based upon historical results and are not representative of future performance. Each Fund's Class A shares are sold at net asset value plus a maximum sales charge of 5.75% of the offering price. Class B shares and Class C shares are sold at net asset value. Redemptions of Class B shares may be subject to a contingent deferred sales charge that is 4% in the first year following the purchase, declines by a specified percentage thereafter and becomes zero after six years. Redemption of Class C shares may be subject to a 1% contingent deferred sales charge in the first year following purchase. Average annual total return figures do, and total return figures may, include the effect of the contingent deferred sales charge for the Class B shares and Class C shares that may be imposed at the end of the period in question. Performance figures for the Class B shares and Class C shares not including the effect of the applicable contingent deferred sales charge would be reduced if it were included. Returns and net asset value will fluctuate. Factors affecting each Fund's performance include general market conditions, operating expenses and investment management. Any additional fees charged by a dealer or other financial services firm would reduce the returns described in this section. Shares of each Fund are redeemable at the then current net asset value, which may be more or less than original cost. A Fund's performance may be compared to that of the Consumer Price Index or various unmanaged bond indexes including, but not limited to, the Salomon Brothers High Grade Corporate Bond Index, the Lehman Brothers Adjustable Rate Index, the Lehman Brothers Aggregate Bond Index, the Lehman Brothers Government/ Corporate Bond Index, the Salomon Brothers Long-Term High Yield Index, the Salomon Brothers 30 Year GNMA Index and the Merrill Lynch Market Weighted Index 50 and may also be compared to the performance of other mutual funds or mutual fund indexes with similar objectives and policies as reported by independent mutual fund reporting services such as Lipper Analytical Services, Inc. (""Lipper"). Lipper performance calculations are based upon changes in net asset value with all dividends reinvested and do not include the effect of any sales charges. Information may be quoted from publications such as Morningstar, Inc., The Wall Street Journal, Money Magazine, Forbes, Barron's, Fortune, The Chicago Tribune, USA Today, Institutional Investor and Registered Representative. Also, investors may want to compare the historical returns of various investments, performance indexes of those investments or economic indicators, including but not limited to stocks, bonds, certificates of deposit and other bank products, money market funds and U.S. Treasury obligations. Bank product performance may be based upon, among other things, the BANK RATE MONITOR National Index(TM) or various certificate of deposit indexes. Money market fund performance may be based upon, among other things, the IBC/Donoghue's Money Fund Report(R) or Money Market Insight(R), reporting services on money market funds. Performance of U.S. Treasury obligations may be based upon, among other things, various U.S. Treasury bill indexes. Certain of these alternative investments may offer fixed rates of return and guaranteed principal and may be insured. Economic indicators may include, without limitation, indicators of market rate trends and cost of funds, such as Federal Home Loan Bank Board 11th District Cost of Funds Index ("COFI"). A Fund may depict the historical performance of the securities in which the Fund may invest over periods reflecting a variety of market or economic conditions either alone or in comparison with alternative investments, performance indexes of those investments or economic indicators. A Fund may also describe its portfolio holdings and depict its size or relative size compared to other mutual funds, the number and make-up of its shareholder base and other descriptive factors concerning the Fund. Each Fund's returns and net asset value will fluctuate and shares of a Fund are redeemable by an investor at the then current net asset value, which may be more or less than original cost. Redemption of Class B shares and Class C shares may be subject to a contingent deferred sales charge as described above. Additional information about each Fund's performance also appears in its Annual Report to Shareholders, which is available without charge from the applicable Fund. The figures below show performance information for various periods. The net asset values and returns of each class of shares of the Funds will fluctuate. No adjustment has been made for taxes payable on dividends. The periods indicated were ones of fluctuating securities prices and interest rates. Aggressive Growth Fund -- September 30, 1999 AVERAGE ANNUAL TOTAL Fund Class A Fund Class B Fund Class C RETURN TABLE Shares Shares Shares - ------------ ------ ------ ------ Life of Class(+) 18.74% 19.51% 20.30% One Year 32.36% 36.06% 38.93% (+) Since December 31, 1996 for Class A, B and C shares. BLUE CHIP FUND -- OCTOBER 31, 1999 AVERAGE ANNUAL TOTAL Fund Class A Fund Class B Fund Class C RETURN TABLE Shares Shares Shares - ------------ ------ ------ ------ Life of Class(+) 13.48% 19.37% 19.60% Ten Years 14.41% N/A N/A Five Years 20.72% N/A N/A One Year 20.63% 23.83% 26.91% (+) Since November 23, 1987 for Class A shares. Since May 31, 1994 for Class B and Class C shares. GROWTH FUND -- SEPTEMBER 30, 1999 AVERAGE ANNUAL TOTAL Fund Class A Fund Class B Fund Class C RETURN TABLE Shares Shares Shares - ------------ ------ ------ ------ Life of Class(+) 12.67% 13.92% 14.26% Ten Years 12.69% N/A N/A Five Years 15.27% 15.32% 13.92% One Year 27.46% 30.77% 34.19% (+) Since April 4, 1966 for Class A shares. Since May 31, 1994 for Class B and Class C shares. 51 SMALL CAP FUND -- SEPTEMBER 30, 1999 AVERAGE ANNUAL TOTAL Fund Class A Fund Class B Fund Class C RETURN TABLE Shares Shares Shares - ------------ ------ ------ ------ Life of Class(+) 11.91% 10.36% 10.63% Ten Years 11.26% N/A N/A Five Years 10.61% 10.59% 10.92% One Year 16.86% 19.78% 23.10% (+) Since February 20, 1969 for Class A shares. Since May 31, 1994 for Class B and Class C shares. TECHNOLOGY FUND -- OCTOBER 31, 1999 AVERAGE ANNUAL TOTAL Fund Class A Fund Class B Fund Class C RETURN TABLE Shares Shares Shares - ------------ ------ ------ ------ Life of Class(+) 14.27% 30.63% 30.91% Ten Years 21.50% N/A N/A Five Years 29.87% 30.00% 30.31% One Year 83.48% 89.59% 92.68% (+) Since September 7, 1948 for Class A shares. Since May 31, 1994 for Class B and Class C shares. TOTAL RETURN FUND -- OCTOBER 31, 1999 ANNUAL ANNUAL TOTAL RETURN Fund Class A Fund Class B Fund Class C TABLE Shares Shares Shares - ----- ------ ------ ------ Life of Class(+) 11.95% 13.68% 13.88% Ten Years 12.11% N/A N/A Five Years 15.00% 15.17% 15.38% One Year 11.16% 13.76% 16.64% (+) Since March 2, 1964 for Class A shares. Since May 31, 1994 for Class B and Class C shares. VALUE+GROWTH FUND -- NOVEMBER 30, 1999 ANNUAL TOTAL Fund Class A Fund Class B Fund Class C RETURN TABLE Shares Shares Shares - ------------ ------ ------ ------ Life of Class(+) 18.90% 19.39% 19.67% Three Years 14.44% 15.32% 15.79% One Year 10.63% 13.58% 16.58% (+) Since October 16, 1995 for Class A, B and C shares. FOOTNOTES FOR ALL FUNDS (1) The Initial Investment and adjusted amounts for Class A shares were adjusted for the maximum initial sales charge at the beginning of the period, which is 5.75%. The Initial Investment for Class B and Class C shares was not adjusted. Amounts were adjusted for Class B shares for the contingent deferred sales charge that may be imposed at the end of the period based upon the schedule for shares sold currently, see "Redemption or Repurchase of Shares" in the prospectus. No adjustments were made to Class C shares. Amounts were adjusted for Class C shares for the contingent deferred sales charge that may be imposed for periods less than one year. (2) Includes short-term capital gain dividends, if any. Investors may want to compare the performance of a Fund to certificates of deposit issued by banks and other depository institutions. Certificates of deposit may offer fixed or variable interest rates and principal is guaranteed and may be insured. Withdrawal of deposits prior to maturity will normally be subject to a penalty. Rates offered by banks and other depository institutions are subject to change at any time specified by the issuing institution. Information regarding bank products may be based upon, among other things, the BANK RATE MONITOR National Index(TM) for certificates of deposit, which is an unmanaged index and is based on stated rates and the annual effective yields of certificates of deposit in the ten largest banking markets in the United States, or the CDA Investment Technologies, Inc. Certificate of Deposit Index, which is an unmanaged index based on the average monthly yields of certificates of deposit. Investors also may want to compare the performance of a Fund to that of U.S. Treasury bills, notes or bonds. Treasury obligations are issued in selected denominations. Rates of Treasury obligations are fixed at the time of issuance and payment of principal and interest is backed by the full faith and credit of the U.S. Treasury. The market value of such instruments will 52 generally fluctuate inversely with interest rates prior to maturity and will equal par value at maturity. Information regarding the performance of Treasury obligations may be based upon, among other things, the Towers Data Systems U.S. Treasury Bill index, which is an unmanaged index based on the average monthly yield of treasury bills maturing in six months. Due to their short maturities, Treasury bills generally experience very low market value volatility. Investors may want to compare the performance of a Fund, such as the Total Return Fund, to the performance of a hypothetical portfolio weighted 60% in the Standard & Poor's 500 Stock Index (an unmanaged index generally representative of the U.S. stock market) and 40% in the Lehman Brothers Government/Corporate Bond Index (an unmanaged index generally representative of intermediate and long-term government and investment grade corporate debt securities). See the footnotes above for a more complete description of these indexes. The Total Return Fund may invest in both equity and fixed income securities. The percentage of assets invested in each type of security will vary from time to time in the discretion of the Fund's investment manager and will not necessarily approximate the 60%/40% weighting of this hypothetical index. Investors may want to compare the performance of a Fund to that of money market funds. Money market funds seek to maintain a stable net asset value and yield fluctuates. Information regarding the performance of money market funds may be based upon, among other things, IBC/Donoghue's Money Fund Averages (All Taxable). As reported by IBC/Donoghue's, all investment results represent total return (annualized results for the period net of management fees and expenses) and one year investment results are effective annual yields assuming reinvestment of dividends. The following tables compare the performance of the Class A shares of the Funds over various periods with that of other mutual funds within the categories described below according to data reported by Lipper Analytical Services, Inc. ("Lipper"), New York, New York, which is a mutual fund reporting service. Lipper performance figures are based on changes in net asset value, with all income and capital gain dividends reinvested. Such calculations do not include the effect of any sales charges. Future performance cannot be guaranteed. Lipper publishes performance analyses on a regular basis. Each category includes funds with a variety of objectives, policies and market and credit risks that should be considered in reviewing these rankings. OFFICERS AND BOARD MEMBERS The officers and trustees of the Funds, their birth dates, their principal occupations and their affiliations, if any, with the Advisor and KDI are listed below. All persons named as trustees also serve in similar capacities for other funds advised by the Adviser. All Funds: The officers and trustees of the Fund, their birthdates, their principal occupations and their affiliations, if any, with Scudder Kemper and KDI, are listed below. All persons named as officers and trustees also serve in similar capacities for other funds advised by the Adviser. JOHN W. BALLANTINE (2/16/46), Trustee, 1500 North Lake Shore Drive, Chicago, Illinois; First Chicago NBD Corporation/The First National Bank of Chicago: 1996-1998 Executive Vice President and Chief Risk Management Officer; 1995-1996 Executive Vice President and Head of International Banking; 1992-1995 Executive Vice President, Chief Credit and Market Risk Officer. LEWIS A. BURNHAM (1/8/33), Trustee, 16410 Avila Boulevard, Tampa, Florida; Retired; formerly, Partner, Business Resources Group; formerly, Executive Vice President, Anchor Glass Container Corporation. LINDA C. COUGHLIN (1/1/52), Trustee*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper. DONALD L. DUNAWAY (3/8/37), Trustee, 7515 Pelican Bay Boulevard, Naples, Florida; Retired; formerly, Executive Vice President, A.O. Smith Corporation (diversified manufacturer). ROBERT B. HOFFMAN (12/11/36), Trustee, 800 North Lindbergh Boulevard, St. Louis, Missouri; Vice Chairman and Chief Financial Officer, Monsanto Company (agricultural, pharmaceutical and nutritional/food products); formerly, Vice President, Head of International Operations, FMC Corporation (manufacturer of machinery and chemicals). DONALD R. JONES (1/17/30), Trustee, 182 Old Wick Lane, Inverness, Illinois; Retired; Director, Motorola, Inc. (manufacturer of electronic equipment and components); formerly, Executive Vice President and Chief Financial Officer, Motorola, Inc. 53 THOMAS W. LITTAUER (4/26/55), Trustee and Vice President*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper; formerly, Head of Broker Dealer Division of an unaffiliated investment management firm during 1997; prior thereto, President of Client Management Services of an unaffiliated investment management firm from 1991 to 1996. SHIRLEY D. PETERSON (9/3/41), Trustee, 401 Rosemont Avenue, Frederick, Maryland; President, Hood College; formerly, Partner, Steptoe & Johnson (attorneys); prior thereto, Commissioner, Internal Revenue Service; prior thereto, Assistant Attorney General, U.S. Department of Justice; Director, Bethlehem Steel Corp. WILLIAM P. SOMMERS (7/22/33), Trustee, 24717 Harbour View Drive, Ponte Vedra Beach, Florida; Consultant and Director, SRI International (research and development); prior thereto, President and Chief Executive Officer, SRI International; prior thereto, Executive Vice President, Iameter (medical information and educational service provider); prior thereto, Senior Vice President and Director, Booz, Allen & Hamilton Inc. (management consulting firm); Director, PSI Inc., Evergreen Solar, Inc. and Litton Industries. MARK S. CASADY (9/21/60), President*, 345 Park Avenue, New York, New York; Managing Director, Scudder Kemper; formerly, Institutional Sales Manager of an unaffiliated mutual fund distributor. PHILIP J. COLLORA (11/15/45), Vice President and Secretary*, 222 South Riverside Plaza, Chicago, Illinois; Senior Vice President and Assistant Secretary, Scudder Kemper. ANN M. McCREARY (11/6/56), Vice President*, 345 Park Avenue, New York, New York; Managing Director, Scudder Kemper. KATHRYN L. QUIRK (12/3/52), Vice President*, 345 Park Avenue, New York, New York; Managing Director, Scudder Kemper. LINDA J. WONDRACK (9/12/64), Vice President*, Two International Place, Boston, Massachusetts; Senior Vice President, Scudder Kemper. JOHN R. HEBBLE (6/27/58), Treasurer*, Two International Place, Boston, Massachusetts; Senior Vice President, Scudder Kemper. BRENDA LYONS (2/21/63) Assistant Treasurer*, Two International Place, Boston, Massachusetts; Senior Vice President, Scudder Kemper. CAROLINE PEARSON (4/1/62), Assistant Secretary*, Two International Place, Boston, Massachusetts; Senior Vice President, Scudder Kemper; formerly, Associate, Dechert Price & Rhoads (law firm) 1989 to 1997. MAUREEN E. KANE (2/14/62), Assistant Secretary*, Two International Place, Boston, Massachusetts; Vice President, Scudder Kemper; formerly, Assistant Vice President of an unaffiliated investment management firm; prior thereto, Associate Staff Attorney of an unaffiliated investment management firm; Associate, Peabody & Arnold (law firm). Aggressive Growth Fund: WILLIAM F. TRUSCOTT (9/14/60), Vice President*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper. SEWALL HODGES (1/9/55), Vice President*, 345 Park Avenue, New York, New York; Senior Vice President, Scudder Kemper. Blue Chip Fund: WILLIAM F. TRUSCOTT (9/14/60), Vice President*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper. TRACY MCCORMICK (9/27/54), Vice President*, 222 South Riverside Plaza, Chicago, Illinois; Managing Director, Scudder Kemper. Growth Fund: WILLIAM F. TRUSCOTT (9/14/60), Vice President*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper. VALERIE MALTER (7/25/58), Vice President*, 345 Park Avenue, New York, New York; Managing Director, Scudder Kemper. 54 GEORGE P. FRAISE (9/28/64), Vice President*, 222 South Riverside Plaza, Chicago, Illinois; Senior Vice President, Scudder Kemper. Small Capitalization Equity Fund: WILLIAM F. TRUSCOTT (9/14/60), Vice President*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper. JESUS A. CABRERA (12/25/61), Vice President*, Two International Place, Boston, Massachusetts; Vice President, Scudder Kemper. Technology Fund: WILLIAM F. TRUSCOTT (9/14/60), Vice President*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper. JAMES BURKART (2/16/47), Vice President*, 222 South Riverside Plaza, Chicago, Illinois; Vice President, Scudder Kemper. Total Return Fund: WILLIAM F. TRUSCOTT (9/14/60), Vice President*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper. GARY A. LANGBAUM (12/16/48), Vice President*, 222 South Riverside Plaza, Chicago, Illinois; Managing Director, Scudder Kemper. Value+Growth Fund: WILLIAM F. TRUSCOTT (9/14/60), Vice President*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper. DONALD E. HALL (8/22/52), Vice President*, Two International Place, Boston, Massachusetts; Managing Director, Scudder Kemper. *Interested persons of the Fund as defined in the 1940 Act. The trustees and officers who are "interested persons" as designated above receive no compensation from the Funds. The table below shows amounts paid or accrued to those trustees who are not designated "interested persons" during each Fund's 1999 fiscal year except that the information in the last column is for calendar year 1999. Aggregate Compensation From Fund
Total Compensation From Fund and Kemper Fund Complex Value+ Paid Name of Trustee Aggressive Blue Chip Growth Small Cap Tech Total Growth Trustees** - --------------- ---------- --------- ------ --------- ---- ----- ------ ---------- Return ------ John W. Ballantine $500 $1,100 $1,800 $1,300 $1,400 $1,900 $800 $57,200 Lewis A. Burnham $1,100 $2,900 $4,800 $3,400 $3,500 $4,800 $1,600 $89,300 Donald L. Dunaway* $1,400 $3,400 $5,200 $3,800 $3,900 $5,300 $2,000 $97,000 Robert B. Hoffman $1,100 $2,800 $4,700 $3,300 $3,300 $4,600 $1,500 $87,800 Donald R. Jones $1,100 $2,800 $4,500 $3,300 $3,400 $4,600 $1,600 $87,800 Shirley D. Peterson $1,100 $2,700 $4,500 $3,200 $3,200 $4,400 $1,500 $82,800 William P. Sommers $1,100 $2,600 $4,400 $3,100 $3,100 $4,300 $1,500 $82,800
* Includes deferred fees. Pursuant to deferred compensation agreements with Kemper funds deferred amounts accrue interest monthly at a rate equal to the yield of Zurich Money Funds -- Zurich Money Market Fund. Total deferred amounts (including interest thereon) payable from the Kemper Funds through each Fund's fiscal year are $0, $13,500, $34,800, $21,900, $25,600, $37,900 and $2,100 for Mr. Dunaway for the Aggressive, Blue Chip, Growth, Small Cap, Technology, Total Return and Value+Growth Funds, respectively. ** Includes compensation for service on the boards of 26 Kemper funds with 48 fund portfolios. Each trustee currently serves as a trustee of 26 Kemper funds with 45 fund portfolios. 55 As of December 31, 1999, the officers and trustees of the Funds, as a group, owned less than 1% of the then outstanding shares of each Fund and no person owned of record 5% or more of the outstanding shares of any class of any Fund, except the persons indicated in the charts below.
Kemper Aggressive Growth Fund - ----------------------------- - ------------------------------------- ----------------------------------- ----------------------------------- NAME CLASS PERCENTAGE ---- ----- ---------- - ------------------------------------- ----------------------------------- ----------------------------------- National Financial Services Corp. A 5.51 FBO Mark Hughes 200 Liberty Street New York, NY 10281 - ------------------------------------- ----------------------------------- ----------------------------------- National Financial Services Corp. C 8.25 FBO 200 Liberty Street New York, NY 10281 - ------------------------------------- ----------------------------------- ----------------------------------- Kemper Growth Fund - ------------------ - ------------------------------------- ----------------------------------- ----------------------------------- NAME CLASS PERCENTAGE ---- ----- ---------- - ------------------------------------- ----------------------------------- ----------------------------------- Scudder Kemper Investments I 12.88 Money Purchase Plan 345 Park Avenue New York, NY 10154 - ------------------------------------- ----------------------------------- ----------------------------------- Scudder Kemper Investments I 74.68 Profit Sharing Plan 345 Park Avenue New York, NY 10154 - ------------------------------------- ----------------------------------- ----------------------------------- Kemper Small Capitalization Equity Fund - --------------------------------------- - ------------------------------------- ----------------------------------- ----------------------------------- NAME CLASS PERCENTAGE ---- ----- ---------- - ------------------------------------- ----------------------------------- ----------------------------------- Chrysler 401K Plan A 5.09 FBO Trust Account Merrill Lynch Trust, TTEE 265 Davidson Avenue Somerset, NJ 08873 - ------------------------------------- ----------------------------------- ----------------------------------- Scudder Kemper Investments I 10.77 Money Purchase Plan 345 Park Avenue New York, NY 10154 - ------------------------------------- ----------------------------------- ----------------------------------- Scudder Kemper Investments I 70.71 Profit Sharing Plan 345 Park Avenue New York, NY 10154 - ------------------------------------- ----------------------------------- ----------------------------------- 56 Kemper Total Return Fund - ------------------------ - ------------------------------------- ----------------------------------- ----------------------------------- NAME CLASS PERCENTAGE ---- ----- ---------- - ------------------------------------- ----------------------------------- ----------------------------------- Merrill, Lynch, Pierce, Fenner & C 6.79 Smith For the sole benefit of customers 4800 Deer Lake Drive East Jacksonville, FL 32246 - ------------------------------------- ----------------------------------- ----------------------------------- Scudder Kemper Investments I 10.68 Money Purchase Plan 345 Park Avenue New York, NY 10154 - ------------------------------------- ----------------------------------- ----------------------------------- Scudder Kemper Investments I 75.72 Profit Sharing Plan 345 Park Avenue New York, NY 10154 - ------------------------------------- ----------------------------------- ----------------------------------- Kemper Value + Growth Fund - -------------------------- - ------------------------------------- ----------------------------------- ----------------------------------- NAME CLASS PERCENTAGE ---- ----- ---------- - ------------------------------------- ----------------------------------- ----------------------------------- First Union Securities B 5.59 Commission Accounting 77 W. Wacker Drive Chicago, IL 60601 - ------------------------------------- ----------------------------------- ----------------------------------- National Financial Services Corp. C 6.63 FBO Loren Basler 200 Liberty Street New York, NY 10281 - ------------------------------------- ----------------------------------- ----------------------------------- Merrill, Lynch, Pierce, Fenner & C 7.65 Smith For the sole benefit of customers 4800 Deer Lake Drive East Jacksonville, FL 32246 - ------------------------------------- ----------------------------------- ----------------------------------- 57 Kemper Technology Fund - ---------------------- - ------------------------------------- ----------------------------------- ----------------------------------- NAME CLASS PERCENTAGE ---- ----- ---------- - ------------------------------------- ----------------------------------- ----------------------------------- National Financial Services Corp. B 7.45 FBO First American Nat. Bank Custodian for IRA of Sherman Quinton 200 Liberty Street New York, NY 10281 - ------------------------------------- ----------------------------------- ----------------------------------- Donaldson, Lufkin & Jenrette B 9.30 Securities Corp. P.O. Box 2052 Jersey City, NJ 07303 - ------------------------------------- ----------------------------------- ----------------------------------- Donaldson, Lufkin & Jenrette C 7.10 Securities Corp. P.O. Box 2052 Jersey City, NJ 07303 - ------------------------------------- ----------------------------------- ----------------------------------- Merrill, Lynch, Pierce, Fenner & C 5.40 Smith For the sole benefit of customers 4800 Deer Lake Drive East Jacksonville, FL 32246 - ------------------------------------- ----------------------------------- ----------------------------------- Scudder Kemper Investments I 15.02 Money Purchase Plan 345 Park Avenue New York, NY 10154 - ------------------------------------- ----------------------------------- ----------------------------------- Scudder Kemper Investments I 73.18 Profit Sharing Plan 345 Park Avenue New York, NY 10154 - ------------------------------------- ----------------------------------- -----------------------------------
SHAREHOLDER RIGHTS The Funds are open-end management investment companies, organized as separate business trusts under the laws of Massachusetts. The Aggressive Growth Fund was organized as a business trust under the laws of Massachusetts on October 3, 1996. The Blue Chip Fund was organized as a business trust under the laws of Massachusetts on May 28, 1987. The Growth Fund was organized as a business trust under the laws of Massachusetts on October 24, 1985 and, effective January 31, 1986, that Fund pursuant to a reorganization succeeded to the assets and liabilities of Kemper Growth Fund, Inc., a Maryland corporation organized in 1965. The Small Cap Fund was organized as a business trust under the laws of Massachusetts on October 24, 1985 and, effective January 31, 1986, that Fund pursuant to a reorganization succeeded to the assets and liabilities of Kemper Summit Fund, Inc., a Maryland corporation organized in 1968. Prior to February 1, 1992, the Small Cap Fund was known as "Kemper Summit Fund." The Technology Fund was organized as a business trust under the laws of Massachusetts on October 24, 1985 as Technology Fund and changed its name to Kemper Technology Fund effective February 1, 1988. Effective January 31, 1986, Technology Fund pursuant to a reorganization succeeded to the assets and liabilities of Technology Fund, Inc., a Maryland corporation originally organized as a Delaware corporation in 1948. Technology Fund was known as Television Fund, Inc. until 1950 and as Television-Electronics Fund, Inc. until 1968. The Total Return Fund was organized as a business trust under the laws of Massachusetts on October 24, 1985 and, effective January 31, 1986, that Fund pursuant to a reorganization succeeded to the assets and liabilities of Kemper Total Return Fund, Inc., a Maryland corporation organized in 1963. The Total Return Fund was known as Balanced Income Fund, Inc. until 1972 and as Supervised Investors Income Fund, Inc. until 1977. The Value+Growth Fund was organized as a business trust under the laws of Massachusetts on June 14, 1995 under the name Kemper Value Plus Growth Fund and does business as Kemper Value+Growth Fund. The Technology Fund may in the future seek to achieve its investment objective by pooling its assets with assets of other mutual funds for investment in another investment company having the same investment objective and substantially the same 58 investment policies and restrictions as such Fund. The purpose of such an arrangement is to achieve greater operational efficiencies and to reduce costs. It is expected that any such investment company will be managed by Scudder Kemper in substantially the same manner as the corresponding Fund. Shareholders of a Fund will be given at least 30 days' prior notice of any such investment, although they will not be entitled to vote on the action. Such investment would be made only if the Trustees determine it to be in the best interests of the respective Fund and its shareholders. Currently, each Fund offers four classes of shares. These are Class A, Class B and Class C shares, as well as Class I shares, which have different expenses, which may affect performance. Class I shares are available for purchase exclusively by the following categories of institutional investors: (1) tax-exempt retirement plans (Profit Sharing, 401(k), Money Purchase Pension and Defined Benefit Plans) of Scudder Kemper Investments, Inc. ("Scudder Kemper") and its affiliates and rollover accounts from those plans; (2) the following investment advisory clients of Scudder Kemper and its investment advisory affiliates that invest at least $1 million in a Fund: unaffiliated benefit plans, such as qualified retirement plans (other than individual retirement accounts and self-directed retirement plans); unaffiliated banks and insurance companies purchasing for their own accounts; and endowment funds of unaffiliated non-profit organizations; (3) investment-only accounts for large qualified plans, with at least $50 million in total plan assets or at least 1000 participants; (4) trust and fiduciary accounts of trust companies and bank trust departments providing fee based advisory services that invest at least $1 million in a Fund on behalf of each trust; and (5) policy holders under Zurich-American Insurance Group's collateral investment program investing at least $200,000 in a Fund and (6) investment companies managed by Scudder Kemper that invest primarily in other investment companies. The Board of Trustees of a Fund may authorize the issuance of additional classes and additional Portfolios if deemed desirable, each with its own investment objectives, policies and restrictions. Since the Funds may offer multiple Portfolios, each is known as a "series company." Shares of a Fund have equal noncumulative voting rights except that Class B and Class C shares have separate and exclusive voting rights with respect to each Fund's Rule 12b-1 Plan. Shares of each class also have equal rights with respect to dividends, assets and liquidation of such Fund subject to any preferences (such as resulting from different Rule 12b-1 distribution fees), rights or privileges of any classes of shares of the Fund. Shares of each Fund are fully paid and nonassessable when issued, are transferable without restriction and have no preemptive or conversion rights. The Funds are not required to hold annual shareholder meetings and do not intend to do so. However, they will hold special meetings as required or deemed desirable for such purposes as electing trustees, changing fundamental policies or approving an investment management agreement. Subject to the Agreement and Declaration of Trust of each Fund, shareholders may remove trustees. If shares of more than one Portfolio for any Fund are outstanding, shareholders will vote by Portfolio and not in the aggregate or by class except when voting in the aggregate is required, under the 1940 Act, such as for the election of trustees or when voting by class is appropriate. The Funds generally are not required to hold meetings of their shareholders. Under the Agreement and Declaration of Trust of each Fund ("Declaration of Trust"), however, shareholder meetings will be held in connection with the following matters: (a) the election or removal of trustees if a meeting is called for such purpose; (b) the adoption of any contract for which shareholder approval is required by the 1940 Act); (c) any termination of the Fund or a class to the extent and as provided in the Declaration of Trust; (d) any amendment of the Declaration of Trust (other than amendments changing the name of the Fund, supplying any omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision thereof); and (e) such additional matters as may be required by law, the Declaration of Trust, the By-laws of the Fund, or any registration of the Fund with the SEC or any state, or as the trustees may consider necessary or desirable. The shareholders also would vote upon changes in fundamental investment objectives, policies or restrictions. Each trustee serves until the next meeting of shareholders, if any, called for the purpose of electing trustees and until the election and qualification of a successor or until such trustee sooner dies, resigns, retires or is removed by a majority vote of the shares entitled to vote (as described below) or a majority of the trustees. In accordance with the 1940 Act (a) each Fund will hold a shareholder meeting for the election of trustees at such time as less than a majority of the trustees have been elected by shareholders, and (b) if, as a result of a vacancy in the Board of Trustees, less than two-thirds of the trustees have been elected by the shareholders, that vacancy will be filled only by a vote of the shareholders. Trustees may be removed from office by a vote of the holders of a majority of the outstanding shares at a meeting called for that purpose, which meeting shall be held upon the written request of the holders of not less than 10% of the outstanding shares. Upon the written request of ten or more shareholders who have been such for at least six months and who hold shares constituting at least 1% of the outstanding shares of a Fund stating that such shareholders wish to communicate with the other shareholders for the purpose of obtaining the signatures necessary to demand a meeting to consider removal of a trustee, each Fund has undertaken to disseminate appropriate materials at the expense of the requesting shareholders. Each Fund's Declaration of Trust provides that the presence at a shareholder meeting in person or by proxy of at least 30% of the shares entitled to vote on a matter shall constitute a quorum. Thus, a meeting of shareholders of a Fund could take place even if less than a majority of the shareholders were represented on its scheduled date. Shareholders would in such a case be 59 permitted to take action which does not require a larger vote than a majority of a quorum, such as the election of trustees and ratification of the selection of auditors. Some matters requiring a larger vote under the Declaration of Trust, such as termination or reorganization of a Fund and certain amendments of the Declaration of Trust, would not be affected by this provision; nor would matters which under the 1940 Act require the vote of a "majority of the outstanding voting securities" as defined in the 1940 Act. Each Fund's Declaration of Trust specifically authorizes the Board of Trustees to terminate the Fund or any Portfolio or class by notice to the shareholders without shareholder approval. Under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for obligations of a Fund. The Declaration of Trust, however, disclaims shareholder liability for acts or obligations of each Fund and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by a Fund or the Fund's trustees. Moreover, the Declaration of Trust provides for indemnification out of Fund property for all losses and expenses of any shareholder held personally liable for the obligations of a Fund and each Fund will be covered by insurance which the trustees consider adequate to cover foreseeable tort claims. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered by Scudder Kemper remote and not material, since it is limited to circumstances in which a disclaimer is inoperative and such Fund itself is unable to meet its obligations. 60 APPENDIX--RATINGS OF FIXED INCOME INVESTMENTS Standard & Poor's Corporation Bond Ratings AAA. Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong. AA. Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the higher rated issues only in small degree. A. Debt rated A has a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB. Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. BB, B, CCC, CC, C. Debt rated BB, B, CCC, CC and C is regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and C the highest degree of speculation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. CI. The rating CI is reserved for income bonds on which no interest is being paid. D. Debt rated D is in default, and payment of interest and/or repayment of principal is in arrears. Moody's Investors Service, Inc. Bond Ratings Aaa. Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt-edge." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa. Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risks appear somewhat larger than in Aaa securities. A. Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future. Baa. Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba. Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B. Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Caa. Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca. Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C. Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. 61 -----END PRIVACY-ENHANCED MESSAGE-----