1
 
                          KEMPER TAX-FREE INCOME FUNDS
                            SUPPLEMENT TO PROSPECTUS
                            DATED NOVEMBER 10, 1995
 
                     Kemper National Tax Free Income Series
                     comprised of the following two series:
                           Kemper Municipal Bond Fund
                    Kemper Intermediate Municipal Bond Fund
                      Kemper State Tax-Free Income Series
                    comprised of the following eight series:
                     Kemper California Tax-Free Income Fund
                      Kemper Florida Tax-Free Income Fund
                      Kemper New York Tax-Free Income Fund
                        Kemper Ohio Tax-Free Income Fund
                       Kemper Texas Tax-Free Income Fund
                    Kemper Pennsylvania Tax-Free Income Fund
                      Kemper Michigan Tax-Free Income Fund
                     Kemper New Jersey Tax-Free Income Fund
                           -------------------------
 
                           KEMPER GLOBAL INCOME FUND
                           KEMPER INTERNATIONAL FUND
                            SUPPLEMENT TO PROSPECTUS
                              DATED MARCH 1, 1996
                           -------------------------
 
                              KEMPER EQUITY FUNDS
                            SUPPLEMENT TO PROSPECTUS
                             DATED FEBRUARY 1, 1996
 
                             Kemper Blue Chip Fund
                               Kemper Growth Fund
                        Kemper Quantitative Equity Fund
                    Kemper Small Capitalization Equity Fund
                             Kemper Technology Fund
                            Kemper Total Return Fund
                            Kemper Value+Growth Fund
                           -------------------------
 
                           KEMPER FIXED INCOME FUNDS
                            SUPPLEMENT TO PROSPECTUS
                             DATED DECEMBER 1, 1995
 
                  Kemper Adjustable Rate U.S. Government Fund
                         Kemper Diversified Income Fund
                     Kemper U.S. Government Securities Fund
                             Kemper High Yield Fund
                  Kemper Income and Capital Preservation Fund
              Kemper Portfolios comprised of the following series:
                           Kemper Cash Reserves Fund
                           Kemper U.S. Mortgage Fund
                   Kemper Short-Intermediate Government Fund
                           -------------------------
 
INVESTMENT MANAGER
    Kemper Financial Services, Inc., the investment manager for the Fund, has
changed its name to Zurich Kemper Investments, Inc. ("ZKI"). ZKI is an indirect
subsidiary of Zurich Insurance Company, an internationally recognized company
providing services in life and non-life insurance, reinsurance and asset
management. See "Investment Manager and Underwriter" in the prospectus.
    With respect to the Fixed Income Government Funds, Richard L. Vandenberg has
been a portfolio co-manager since March, 1996. Mr. Vandenberg joined ZKI in
March, 1996 and is a Vice President of these Funds. Immediately prior to joining
ZKI, he was a senior vice president and portfolio manager of an investment
management firm. He received a B.B.A. and M.B.A., both in Finance, Investments
and Banking, from the University of Wisconsin, Madison, Wisconsin.
    With respect to the Kemper Technology Fund, Frank D. Korth is the portfolio
manager and has served as co-manager since January, 1994.
    Patrick S. Adams has been the portfolio manager of Kemper Growth Fund since
June, 1996. Mr. Adams joined ZKI in June, 1996 and is a Senior Vice President of
ZKI. Immediately prior to joining ZKI, he served as a portfolio manager with an
unaffiliated investment management firm from March of 1993 and, prior thereto,
he served as a portfolio manager with another unaffiliated investment management
firm. Mr. Adams received an M.B.A. from Xavier University, Cincinnati, Ohio and
a B.S. in Business Administration from Ohio State University, Columbus, Ohio.
 
ADMINISTRATIVE SERVICES
    As reflected under "Administrative Services" in the prospectus, Kemper
Distributors, Inc. ("KDI"), the principal underwriter and administrator for the
Fund, is paid an administrative service fee by the Fund of up to .25% of average
daily net assets of Class A, B and C shares of the Fund. KDI then pays financial
services firms a service fee at an annual rate of up to .25% of net assets of
each such class of those accounts in the Fund that the firms maintain and
service. In addition, 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
Fund.
   2
 
PURCHASE OF SHARES
    As reflected under "Purchase of Shares--Initial Sales Charge
Alternative--Class A Shares" in the prospectus, Class A shares of the Fund may
be purchased at net asset value to the extent that the amount invested
represents the net proceeds from a redemption of shares of a mutual fund for
which ZKI or an affiliate does not serve as investment manager ("non-Kemper
fund") provided that certain conditions specified therein are satisfied
including the condition that the investor has previously paid either an initial
sales charge in connection with the purchase of the non-Kemper fund shares
redeemed or a contingent deferred sales charge in connection with the redemption
of the non-Kemper fund shares. KDI may in its discretion compensate firms for
sales of Class A shares under this privilege at a commission rate of .50% of the
amount of Class A shares of the Fund purchased.
    As described under "Purchase of Shares--Initial Sales Charge
Alternative--Class A Shares" in the prospectus, Class A shares of the Fund may
be purchased at net asset value by: (a) any purchaser provided that the amount
invested in the Fund and certain other Kemper Mutual Funds totals at least
$1,000,000, or (b) certain participant--directed employee benefit plans with at
least 200 eligible employees (the "Large Order NAV Purchase Privilege").
Redemption within one year of shares purchased under the Large Order NAV
Purchase Privilege may be subject to a contingent deferred sales charge of 1%.
Effective for shares purchased on or after June 17, 1996 under this privilege,
in addition to the aforementioned 1% contingent deferred sales charge, a
contingent deferred sales charge of .50% may be imposed upon redemption of such
shares during the second year following the date of purchase. See "Redemption or
Repurchase of Shares--Contingent Deferred Sales Charge--Large Order NAV Purchase
Privilege" in the prospectus for information on the calculation of the charge
and waivers of the charge. In addition to the waivers set forth in the
aforementioned section of the prospectus, the contingent deferred sales charge
will be waived in connection with redemptions of shares purchased under the
Large Order NAV Purchase Privilege by investors whose dealer of record at the
time of investment notifies KDI that the dealer waives the commission for such
purchase described in the following paragraph.
    In addition, as reflected under "Purchase of Shares--Initial Sales Charge
Alternative--Class A Shares" in the prospectus, KDI may in its discretion
compensate investment dealers or other financial services firms up to certain
amounts in connection with the sale of Class A shares of the Fund at net asset
value in accordance with the Large Order NAV Purchase Privilege. Effective for
shares purchased on or after June 17, 1996 under this privilege, KDI may in its
discretion compensate such firms up to the following amounts: 1.00% of the net
asset value of shares sold on amounts up to $5 million, .50% on the next $45
million and .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 Kemper Service Company.
For purposes of determining the appropriate commission percentage to be applied
to a particular sale under the foregoing schedule, KDI will consider the amount
invested by a purchaser in the Fund and other Kemper Mutual Funds listed under
"Special Features--Class A Shares--Combined Purchases" in the prospectus,
including purchases pursuant to the "Combined Purchases," "Letter of Intent" and
"Cumulative Discount" features described under "Special Features."
    Class A shares of the 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 .50% of the
amount of Class A shares purchased.
 
CLASS C SHARES
    As described more fully below, the "Summary of Expenses--Shareholder
Transaction Expenses" table in the prospectus applicable to Class C shares
purchased on or after April 1, 1996 is restated as follows:
 


                                                                                             CLASS C
                                                                                          -------------
                                                                                       
Maximum Sales Charge on Purchases (as a percentage of offering price)..................       None
Maximum Sales Charge on Reinvested Dividends...........................................       None
Redemption Fees........................................................................       None
Exchange Fee...........................................................................       None
Deferred Sales Charge (as a percentage of redemption proceeds).........................   1% during the
                                                                                           first year

   3
 
    Effective for Class C shares purchased on or after April 1, 1996, KDI
advances to financial services firms for the sales of Class C shares the first
year distribution fee at a rate of .75% of the purchase price of such shares and
the first year service fee at a rate of up to .25% of the purchase price of such
shares. Distribution and service fees for periods after the first year will be
paid by KDI as currently provided. See "Investment Manager and Underwriter" in
the prospectus.
    In addition, effective for Class C shares purchased on or after April 1,
1996, a contingent deferred sales charge of 1% may be imposed upon the
redemption of Class C shares 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; 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) and (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.
    Investments are tracked on a monthly basis for purposes of the contingent
deferred sales charge. The period of ownership for this purpose begins the first
day of the month in which the order for the purchase of shares is received. A
redemption will be made first from Class C shares representing reinvested
dividends and then from the earliest purchase of Class C shares. KDI receives
any contingent deferred sales charge directly.
    Class C shares may be exchanged without any 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 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.
 
FINANCIAL HIGHLIGHTS
    The tables below show financial information for the Kemper Quantitative
Equity Fund expressed in terms of one share outstanding throughout the period.
The unaudited financial statements contained in the Fund's Semiannual Report to
Shareholders for the period ended May 31, 1996 are incorporated herein by
reference and may be obtained by writing or calling the Fund.
 


                                                       CLASS A SHARES       CLASS B SHARES       CLASS C SHARES
                                                      -----------------    -----------------    -----------------
                                                      FEBRUARY 15, 1996    FEBRUARY 15, 1996    FEBRUARY 15, 1996
                                                             TO                   TO                   TO
                                                        MAY 31, 1996         MAY 31, 1996         MAY 31, 1996
                                                      -----------------    -----------------    -----------------
                                                                                       
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period                       $  9.50                9.50                 9.50
- -----------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         --                  --                   --
- -----------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gain                             .51                 .48                  .49
- -----------------------------------------------------------------------------------------------------------------
Total from investment operations                               .51                 .48                  .49
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period                             $ 10.01                9.98                 9.99
- -----------------------------------------------------------------------------------------------------------------
TOTAL RETURN (NOT ANNUALIZED)                                 5.37%               5.05                 5.16
- -----------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS (ANNUALIZED):
Expenses                                                      1.49%               2.45                 2.42
- -----------------------------------------------------------------------------------------------------------------
Net investment income                                           --                  --                   --
- -----------------------------------------------------------------------------------------------------------------

   4
 


                                                                                                FEBRUARY 15, 1996
                                                                                                       TO
                                                                                                  MAY 31, 1996
                                                                                                -----------------
                                                                                       
ALL CLASSES
SUPPLEMENTAL DATA:
Net assets at end of period                                                                        $ 2,503,000
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (annualized)                                                                        32%
- -----------------------------------------------------------------------------------------------------------------
Average commission rate paid per share on stock transactions for the period ended May 31, 1996 was $.0592.
- -----------------------------------------------------------------------------------------------------------------
Note: Total return does not reflect the effect of any sales charges.

 
DIVIDENDS AND TAXES
    Dividends and other distributions 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.
    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.
 
REDEMPTION OR REPURCHASE OF SHARES
    If shares of a Fund to be redeemed were purchased by check or through
EXPRESS-Transfer or Bank Direct Deposit, the Fund may delay transmittal of
redemption proceeds until it has determined that collected proceeds have been
received for the purchase of such shares, which may be up to 10 calendar days
from receipt by the Fund of the purchase amount.
 
SPECIAL FEATURES
 
  EXPRESS-TRANSFER
 
    The minimum and maximum amounts that may be redeemed under the
EXPRESS-Transfer privilege are $100 and $50,000, respectively.
 
August 9, 1996
KMF-1F  8/96 (LOGO)Kprinted on recycled paper