KEMPER PORTFOLIOS
497, 2000-10-05
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                                KEMPER PORTFOLIOS
                            Kemper Cash Reserves Fund
                         SUPPLEMENT TO THE STATEMENT OF
                          ADDITIONAL INFORMATION DATED
                                FEBRUARY 1, 2000
                           --------------------------


Performance  figures for Class A and C shares for the  periods  January 10, 1992
and May  31,  1994,  respectively,  to  October  31,  1999  reflect  the  actual
performance of these classes of shares. Returns for Class A and C shares for the
periods February 6, 1984 to January 10, 1992 and May 31, 1994, respectively, are
derived from the historical  performance of Class B shares,  adjusted to reflect
the operating expenses  applicable to Class A and C shares,  which may be higher
or lower than those of Class B shares. The performance figures are also adjusted
to reflect the maximum  sales charge of 5.75% for Class A shares and the maximum
current  contingent  deferred  sales  charge of 4% for Class B shares and 1% for
Class C shares.

The returns in the chart below assume reinvestment of distributions at net asset
value  and  represent  both  actual  past   performance   figures  and  adjusted
performance  figures of the Class B shares of the Fund as described above;  they
do not guarantee  future  results.  Investment  return and principal  value will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost.

       Average Annual Total Return for the periods ended October 31, 1999*

              One Year      Five Years     Ten Years      Life of Class**
Class A        4.12%          4.62%          4.52%             3.96%
Class B        0.08%          3.45%          3.54%             4.44%
Class C        3.44%          3.88%          3.78%             3.81%

* Because  Class A and C shares were not  introduced  until January 10, 1992 and
May 31,  1994,  respectively,  the total return for Class A and C shares for the
period  prior to their  introduction  is based upon the  performance  of Class B
shares from the commencement of investment operations,  February 6, 1984 through
January 10, 1992 and May 31, 1994,  respectively.  Actual performance of Class A
and C shares is shown beginning January 10, 1992 and May 31, 1994, respectively.

** Since January 10, 1992,  February 6, 1984 and May 31, 1994 for Class A, B and
C shares, respectively.











September 29, 2000



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