KEMPER DEFINED FUNDS SERIES 32, S-6EL24, 1995-03-08

KEMPER DEFINED FUNDS SERIES 32
S-6EL24, 1995-03-08

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1995

REGISTRATION NO. 33-
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- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------
REGISTRATION STATEMENT
ON
FORM S-6

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

FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

A. EXACT NAME OF TRUST:

KEMPER DEFINED FUNDS SERIES 32
B. NAME OF DEPOSITOR:
KEMPER UNIT INVESTMENT TRUSTS
(a service of Kemper Securities, Inc.)
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
KEMPER UNIT INVESTMENT TRUSTS
77 West Wacker Drive, 29th Floor
Chicago, Illinois 60601

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE: Copy to:
ROBERT K. BURKE MARK J. KNEEDY
77 West Wacker Drive, 29th Floor c/o Chapman and Cutler
Chicago, Illinois 60601 111 West Monroe Street
Chicago, Illinois 60603

CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
AMOUNT OF
TITLE AND AMOUNT OF PROPOSED MAXIMUM REGISTRATION
SECURITIES BEING REGISTERED AGGREGATE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Kemper De- An indefinite number of Indefinite $500
fined Funds Units of Beneficial Inter-
Series 32 est pursuant to Rule 24f-2
under the Investment Com-
pany Act of 1940
</TABLE>

E. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of the Registration Statement.
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- -------------------------------------------------------------------------------

The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a) may determine.
<PAGE>

KEMPER DEFINED FUNDS SERIES 32

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

CROSS-REFERENCE SHEET

(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTIONS AS
TO THE PROSPECTUS IN FORM S-6)

<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------

I. ORGANIZATION AND GENERAL INFORMATION
<C> <S> <C>
1. (a)Name of trust................... Prospectus front cover
(b)Title of securities issued...... Essential Information
2. Name and address of each depositor. General Information--Administration of
the Trust
3. Name and address of trustee........
4. Name and address of principal General Information--Administration of
underwriters...................... the Trust
5. State of organization of trust..... The Trust Fund
6. Execution and termination of trust The Trust Fund; General Information--
agreement......................... Administration of the Trust
7. Changes of name.................... The Trust Fund
8. Fiscal year........................ *
9. Litigation.........................

II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. (a)Registered or bearer securities. General Information--Unitholders
(b)Cumulative or distributive
securities........................ The Trust Fund
(c)Redemption...................... General Information--Redemption
(d)Conversion, transfer, etc....... General Information--Unitholders;
General Information--Market for Units
(e)Periodic payment plan........... *
(f)Voting rights................... General Information--Unitholders
General Information--Investment
(g)Notice of certificateholders.... Supervision; General Information--
Administration of the Trust; General
Information--Unitholders
(h)Consents required............... General Information--Unitholders;
General Information--Administration of
the Trust
(i)Other provisions................ The Corporate Income Series--Federal
Tax Status
Type of securities comprising The Trust Fund; General Information--
11. units............................. Trust Information
12. Certain information regarding peri-
odic payment
certificates...................... *
Essential Information; Public Offering
of Units; General Information--
13. (a) Load, fees, expenses, etc...... Interest, Estimated Long-Term Return
and Estimated Current Return; General
Information--Expenses of the Trust
</TABLE>

- --------
* Inapplicable, answer negative or not required.

i
<PAGE>

<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
----------- ---------------------
<C> <S> <C>
(b)Certain information regarding
periodic payment certifi-
cates....................... *
(c)Certain percentages........... Essential Information; Public Offering
of Units
(d)Certain other fees, etc. pay-
able by holders............. General Information--Unitholders
(e)Certain profits receivable by
depositor, principal under-
writers, trustee or affili- General Information--Expenses of the
ated persons................ Trust; Public Offering of Units
(f)Ratio of annual charges to in-
come........................ *
The Trust Fund;
14. Issuance of trust's securities... General Information--Unitholders
15. Receipt and handling of payments
from purchasers................. *
16. Acquisition and disposition of The Trust Fund; General Information--
underlying securities........... Trust Information; General
Information--Investment Supervision
General Information--Market for Units;
General Information--Redemption;
17. Withdrawal or redemption......... Public Offering of Units
18. (a)Receipt, custody and disposi-
tion of income.............. General Information--Unitholders
(b)Reinvestment of distributions. General Information--Distribution
Reinvestment
(c)Reserves or special funds..... General Information--Expenses of the
Trust
(d)Schedule of distributions..... *
General Information--Unitholders;
19. Records, accounts and reports.... General Information--Redemption;
General Information--Administration of
the Trust
20. Certain miscellaneous provisions
of trust agreement
(a)Amendment..................... General Information--Administration of
the
(b)Termination................... Trust
(c)and (d) Trustee, removal and General Information--Administration of
successor................... the Trust
(e)and (f) Depositor, removal and General Information--Administration of
successor................... the Trust
21. Loans to security holders........ *
22. Limitations on liability......... General Information--Administration of
the Trust
23. Bonding arrangements............. *
24. Other material provisions of
trust agreement................. *

III. ORGANIZATION, PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor........ General Information--Administration of
the Trust
26. Fees received by depositor....... See Items 13(a) and 13(e)
27. Business of depositor............ General Information--Administration of
the Trust
28. Certain information as to offi-
cials and affiliated persons of General Information--Administration of
depositor....................... the Trust
</TABLE>

ii
<PAGE>

<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------

<C> <S> <C>
29. Voting securities of depos- General Information--Administration of the
itor...................... Trust
30. Persons controlling deposi-
tor.......................
31. Payment by depositor for
certain services rendered
to trust..................
32. Payment by depositor for *
certain other services
rendered to trust.........
33. Remuneration of employees
of depositor for certain
services rendered to
trust.....................
34. Remuneration of other per-
sons for certain services
rendered to trust.........

IV. DISTRIBUTION AND REDEMPTION
35. Distribution of trust's se- Public Offering of Units
curities by states........
36. Suspension of sales of *
trust's securities........
37. Revocation of authority to
distribute................

38. (a)Method of distribution.. Public Offering of Units;
(b)Underwriting agreements. General Information--Market for Units;
(c)Selling agreements...... Public Offering of Units

39. (a)Organization of princi-
pal underwriters..........
(b)N.A.S.D. membership of General Information--Administration
principal underwriters.... of the Trust
40. Certain fees received by See Items 13(a) and 13(e)
principal underwriters....
41. (a)Business of principal General Information--Administration
underwriters.............. of the Trust
(b)Branch offices of prin-
cipal underwriters........
(c)Salesmen of principal *
underwriters..............
42. Ownership of trust's secu-
rities by certain persons.
43. Certain brokerage commis-
sions received by princi-
pal underwriters.......... Public Offering of Units
44. (a)Method of valuation..... Public Offering of Units
(b)Schedule as to offering *
price.....................
(c)Variation in offering Public Offering of Units
price to certain persons..
45. Suspension of redemption General Information--Redemption
rights....................
46. (a)Redemption valuation.... General Information--Redemption;
General Information--Market for Units;
Public Offering of Units
(b)Schedule as to redemp- *
tion price................
General Information--Market for Units;
47. Maintenance of position in Public Offering of Units;
underlying securities..... General Information--Redemption

V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Organization and regulation General Information--Administration
of trustee................ of the Trust
49. Fees and expenses of trust-
ee........................
50. Trustee's lien............. General Information--Expenses of the Trust
</TABLE>

- --------
* Inapplicable, answer negative or not required.

iii
<PAGE>

<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------

VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
<C> <S> <C>
51. Insurance of holders of trust's Cover Page; General Information--
securities.................. Expenses of the Trust

VII. POLICY OF REGISTRANT

52. (a) Provisions of trust agreement The Trust Fund; General Information--
with respect to selection or Trust Information; General
elimination of underlying se- Information--Investment Supervision
curities.....................
(b) Transactions involving elimi-
nation of underlying securi-
ties......................... *
(c) Policy regarding substitution
or elimination of underlying General Information--Investment
securities................... Supervision; General Information--
Trust Information
(d) Fundamental policy not other-
wise covered................. *

Essential Information; General
53. Tax status of Trust.............. Information--Trust Information; The
Corporate Income Series--Federal Tax
Status
VIII. FINANCIAL AND STATISTICAL INFORMATION

Trust's securities during last
54. ten years........................
55.
56. Certain information regarding pe-
riodic payment certificates..... *
57.
58.
59. Financial statements (Instruction
1(c) to Form S-6)............... *
</TABLE>

- --------
* Inapplicable, answer negative or not required.

iv
<PAGE>

PRELIMINARY PROSPECTUS DATED MARCH 8, 1995
SUBJECT TO COMPLETION

KEMPER DEFINED FUNDS SERIES 32

Kemper Defined Funds Series 32 includes Corporate Income Series 4 (the
"Corporate Income Series") which was formed for the purpose of providing a high
level of current income through investment in a fixed portfolio consisting
primarily of high yield, high risk U.S. dollar denominated Mexican corporate
debt obligations issued after July 18, 1984. THE SECURITIES INCLUDED IN THE
CORPORATE INCOME SERIES ARE COMMONLY KNOWN AS "JUNK BONDS" AND ARE SUBJECT TO
GREATER MARKET FLUCTUATIONS AND POTENTIAL RISK OF LOSS OF INCOME AND PRINCIPAL
THAN ARE INVESTMENTS IN LOWER-YIELDING, HIGHER RATED FIXED INCOME SECURITIES.
THE SECURITIES INCLUDED IN THE CORPORATE INCOME SERIES SHOULD BE VIEWED AS
SPECULATIVE AND AN INVESTOR SHOULD REVIEW HIS ABILITY TO ASSUME THE RISKS
ASSOCIATED WITH SPECULATIVE CORPORATE BONDS. THE PAYMENT OF INCOME IS DEPENDENT
UPON THE CONTINUING ABILITY OF THE ISSUERS AND/OR OBLIGORS TO MEET THEIR
RESPECTIVE OBLIGATIONS. SEE "THE CORPORATE INCOME SERIES--RISK FACTORS."

Units of the Trust are not deposits or obligations of, or guaranteed by, any
bank, and Units are not federally insured or otherwise protected by the Federal
Deposit Insurance Corporation and involve investment risk including loss of
principal.

For foreign investors who are not United States citizens or residents, interest
income from the Corporate Income Series may not be subject to federal
withholding taxes if certain conditions are met. See "The Corporate Income
Series--Federal Tax Status."

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SPONSOR: KEMPER UNIT INVESTMENT TRUSTS
a service of Kemper Securities, Inc.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The investor is advised to read and retain this Prospectus for future
reference.

THE DATE OF THIS PROSPECTUS IS , 1995.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any State.
<PAGE>

SUMMARY

PUBLIC OFFERING PRICE. The Public Offering Price per Unit of the Trust Fund
during the initial offering period is equal to a pro rata share of the
offering prices of the Securities in the Trust Fund plus or minus a pro rata
share of cash, if any, in the Principal Account held or owned by the Trust
Fund, plus accrued interest plus that sales charge indicated under "Essential
Information." The secondary market Public Offering Price per Unit will be
based upon a pro rata share of the bid prices of the Securities in the Trust
Fund plus or minus a pro rata share of cash, if any, in the Principal Account
held or owned by the Trust Fund, plus accrued interest plus the applicable
sales charge. For sales charges in the secondary market, see "Public Offering
of Units--Public Offering Price." The sales charge is reduced on a graduated
scale for sales involving at least $100,000 or 10,000 Units and will be
applied on whichever basis is more favorable to the investor. The minimum
purchase for the Trust is $1,000.

INTEREST AND PRINCIPAL DISTRIBUTIONS. Distributions of the estimated annual
interest income to be received by the Trust Fund, after deduction of estimated
expenses, will be made monthly. See "Essential Information." Distributions of
funds, if any, in the Principal Account will be made as provided in "General
Information--Unitholders--Distributions to Unitholders."

REINVESTMENT. Each Unitholder of the Trust Fund offered herein may elect to
have distributions of principal or interest or both automatically invested
without charge in shares of certain mutual funds sponsored by Kemper Financial
Services, Inc. See "General Information--Distribution Reinvestment."

ESTIMATED LONG-TERM RETURN AND ESTIMATED CURRENT RETURN. As of the opening of
business on the Initial Date of Deposit, the Estimated Long-Term Return and
the Estimated Current Return, if applicable, for the Trust were as set forth
in "Essential Information." The Estimated Current Return is calculated by
dividing the estimated net annual interest income per Unit by the Public
Offering Price. The estimated net annual interest income per Unit will vary
with changes in fees and expenses of the Trustee, the Sponsor and Evaluator
and with the principal prepayment, redemption, maturity, exchange or sale of
Securities while the Public Offering Price will vary with changes in the
offering price of the underlying Securities and with changes in the accrued
interest; therefore, there is no assurance that the present Estimated Current
Return will be realized in the future. Estimated Long-Term Return is
calculated using a formula which (1) takes into consideration, and determines
and factors in the relative weightings of, the market values, yields (which
takes into account the amortization of premiums and the accretion of
discounts) and estimated retirement dates of all of the Securities in the
Trust and (2) takes into account the expenses and sales charge associated with
each Trust Unit. Since the market values and estimated retirement dates of the
Securities and the expenses of the Trust will change, there is no assurance
that the present Estimated Long-Term Return will be realized in the future.
Estimated Current Return and Estimated Long-Term Return are expected to differ
because the calculation of Estimated Long-Term Return reflects the estimated
date and amount of principal returned while Estimated Current Return
calculations include only net annual interest income and Public Offering
Price.

MARKET FOR UNITS. After the initial offering period, while under no obligation
to do so, the Sponsor intends to, and certain of the other Underwriters may,
maintain a market for the Units and to offer to repurchase such Units at
prices subject to change at any time which are based on the aggregate bid side
evaluation of the Securities in the Trust plus accrued interest.

2
<PAGE>

RISK FACTORS. An investment in the Trust should be made with an understanding
of the risks associated therewith, including, among other factors, the
inability of an issuer to pay the principal of or interest on a bond when due,
volatile interest rates, early call provisions, lack of information concerning
an issuer, exchange control restrictions impacting an issuer and volatility of
the Mexican economy in general. The Corporate Income Series is comprised of
obligations of foreign issuers which are rated below investment grade by
Standard & Poor's Ratings Group, Moody's Investors Service, Inc. or Duff &
Phelps Credit Rating Co., which securities are commonly referred to as "junk
bonds." See "The Corporate Income Series--Risk Factors."

3
<PAGE>

KEMPER DEFINED FUNDS SERIES 32

ESSENTIAL INFORMATION
AS OF THE OPENING OF BUSINESS ON THE INITIAL DATE OF DEPOSIT
SPONSOR AND EVALUATOR: KEMPER UNIT INVESTMENT TRUSTS, A SERVICE OF
KEMPER SECURITIES, INC.
TRUSTEE: INVESTORS FIDUCIARY TRUST COMPANY

The income, expense and distribution data set forth below has been calculated
for Unitholders purchasing less than 10,000 Units. Unitholders purchasing more
than 10,000 units will receive a slightly higher return because of the reduced
sales charge for larger purchases.

<TABLE>
<CAPTION>
CORPORATE
INCOME
SERIES 4
---------
<S> <C>
Public Offering Price per Unit (1)(2)............................... $
Principal Amount of Securities per Unit............................. $
Estimated Current Return based on Public Offering
Price (3)(4)(5)(6)................................................. %
Estimated Long-Term Return (3)(4)(5)(6)............................. %
Estimated Normal Annual Distribution per Unit (6)................... $
Principal Amount of Securities...................................... $
Number of Units.....................................................
Fractional Undivided Interest per Unit..............................
Calculation of Public Offering Price--Less than 10,000 Units:
Aggregate Offering Price of Securities............................. $
Aggregate Offering Price of Securities per Unit.................... $
Plus Sales Charge per Unit (7)..................................... $
Public Offering Price per Unit (1)(2).............................. $
Redemption Price per Unit........................................... $
Sponsor's Initial Repurchase Price per Unit......................... $
Excess of Public Offering Price per Unit over Redemption Price per
Unit............................................................... $
Excess of Public Offering Price per Unit over Sponsor's Initial
Repurchase Price per Unit.......................................... $
Calculation of Estimated Net Annual Interest Income per Unit (6):
Estimated Annual Interest Income................................... $
Less: Estimated Annual Expense..................................... $
Estimated Net Annual Interest Income............................... $
Estimated Daily Rate of Net Interest Accrual per Unit............... $
Minimum Principal Value of the Trust under which Trust Agreement may
be terminated...................................................... $
</TABLE>

Evaluations for purposes of sale, purchase or redemption of Units are made as
of the close of business of the Sponsor (currently 3:15 p.m. Central Time)
next following receipt of an order for a sale or purchase of Units or receipt
by Investors Fiduciary Trust Company of Units tendered for redemption.

4
<PAGE>

ESSENTIAL INFORMATION--(CONTINUED)

<TABLE>
<CAPTION>
CORPORATE
INCOME
SERIES 4
---------
<S> <C>
Trustee's Annual Fee per $1,000 principal amount of Securities (8)... $
Reduction of Trustee's fee per Unit during the first year (6)........ $
Estimated annual interest income per Unit during the first year (6).. $
Interest Payments (9):
First Payment per Unit, representing days........................ $
Estimated Normal Monthly Distribution per Unit...................... $
Estimated Normal Annual Distribution per Unit....................... $
Sales Charge (7):
As a percentage of Public Offering Price per Unit................... %
As a percentage of net amount invested.............................. %
As a percentage of net amount invested in earning assets............ %
</TABLE>

<TABLE>
<S> <C>
Date of Trust Agreements......................... , 1995
First Settlement Date............................
Mandatory Termination Date.......................
Evaluator's Annual Evaluation Fee................ Maximum of $0.30 per $1,000
Principal Amount of Securities
Sponsor's Annual Surveillance Fee................ Maximum of $0.25 per $1,000
Principal Amount of Securities
</TABLE>
- ---------------------
(1) Anyone ordering Units for settlement after the First Settlement Date will
pay accrued interest from such date to the date of settlement (normally
five business days after order) less distributions from the Interest
Account subsequent to the First Settlement Date. For purchases settling on
the First Settlement Date, no accrued interest will be added to the Public
Offering Price.
(2) Many unit investment trusts issue a number of units such that each unit
represents approximately $1,000 principal amount of underlying securities.
The Sponsor, on the other hand, in determining the number of Units for the
Trust has elected not to follow this format but rather to provide that
number of Units which will establish as close as possible as of the
Initial Date of Deposit a Principal Amount of Securities per Unit of $10.
(3) The Estimated Current Return and Estimated Long-Term Return are increased
for transactions entitled to a reduced sales charge. See "Public Offering
of Units--Public Offering Price."
(4) The Estimated Current Returns are calculated by dividing the estimated net
annual interest income per Unit by the Public Offering Price. The
estimated net annual interest income per Unit will vary with changes in
fees and expenses of the Trustee, the Sponsor and the Evaluator and with
the principal prepayment, redemption, maturity, exchange or sale of
Securities while the Public Offering Price will vary with changes in the
offering price of the underlying Securities and with changes in the
accrued interest; therefore, there is no assurance that the present
Estimated Current Returns indicated above will be realized in the future.
The Estimated Long-Term Returns are calculated using a formula which (1)
takes into consideration, and determines and factors in the relative
weightings of, the market values, yields (which takes into account the
amortization of premiums and the accretion of discounts) and estimated
retirement dates of all of the Securities in the Trust and (2) takes into
account the expenses and sales charge associated with each Trust Unit.
Since the market values and estimated retirement dates of the Securities
and expenses of the Trust will change, there is no assurance that the
present Estimated Long-Term Returns as indicated above will be realized in
the future. The Estimated Current Returns and Estimated Long-Term Returns
are expected to differ because the calculation of the Estimated Long-Term
Returns reflects the estimated date and amount of principal returned while
the Estimated Current Return calculations include only net annual interest
income and Public Offering Price.
(5) This figure is based on estimated per Unit cash flows. Estimated cash
flows will vary with changes in fees and expenses, with changes in current
interest rates and with the principal prepayment, redemption, maturity,
call, exchange or sale of the underlying Securities. The estimated cash
flows to Unitholders for the Trust are either set forth under "Estimated
Cash Flows to Unitholders" for the Trust or are available upon request at
no charge from the Sponsor.
(6) During the first year, the Trustee has agreed to reduce its fee (and to
the extent necessary pay expenses of the Trust Fund) in the amounts stated
above. The Trustee has agreed to the foregoing to cover all or a portion
of the interest on any Securities accruing prior to their expected dates
of delivery, since interest will not accrue to the benefit of Unitholders
of a Trust Fund until such Securities are actually delivered to the Trust
Fund. The estimated net annual interest income per Unit will remain as
indicated. See "The Trust Fund" and "General Information--Interest,
Estimated Long-Term Return and Estimated Current Return."
(7) The sales charge as a percentage of the net amount invested in earning
assets will increase as accrued interest increases. Transactions subject
to quantity discounts (see "Public Offering of Units--Public Offering
Price") will have reduced sales charges, thereby reducing all percentages
in the table.
(8) See "General Information--Expenses of the Trust."
(9) Unitholders will receive interest distributions monthly. The Record Date
is the first day of the month, commencing 1, 1995, and the
distribution date is the fifteenth day of the month, commencing 15,
1995.

5
<PAGE>

- ---------------------
* Reference is made to the Trust Agreement, and any statements contained
herein are qualified in their entirety by the provisions of the Trust
Agreement.
THE TRUST FUND

Kemper Defined Funds Series 32 includes the following unit investment trust
created by the Sponsor under the name Kemper Defined Funds: "Corporate Income
Series 4" (the "Corporate Income Series", the "Trust" or "Trust Fund"). The
Trust was created under the laws of the State of Missouri pursuant to a trust
indenture dated the Initial Date of Deposit (the "Trust Agreement") between
Kemper Unit Investment Trusts, a service of Kemper Securities, Inc. (the
"Sponsor") and Investors Fiduciary Trust Company (the "Trustee").*

The Corporate Income Series was formed for the purpose of providing a high
level of current income through investment in a fixed portfolio consisting
primarily of high yield, high risk U.S. dollar denominated Mexican corporate
debt obligations issued after July 18, 1984. The Corporate Income Series may
be an appropriate investment vehicle for investors who desire to participate
in a portfolio of intermediate term taxable fixed income securities issued by
foreign corporate obligors with greater diversification than investors might
be able to acquire individually. Diversification of the Trust assets will not
eliminate the risk of loss always inherent in the ownership of securities.

There is, of course, no guarantee that the Trust's objectives will be
achieved.

As used herein, the terms "Securities" and "Bonds" mean the obligations
initially deposited in the Trust described under "Portfolio" for the Trust
(including all contracts to purchase such obligations accompanied by an
irrevocable letter of credit sufficient to perform such contracts initially
deposited in the Trust) and any additional obligations deposited in the Trust
following the Initial Date of Deposit.

On the Initial Date of Deposit, the Sponsor delivered to the Trustee that
aggregate principal amount of Securities or contracts for the purchase thereof
for deposit in the Trust as set forth under "Essential Information." Of such
principal amount, the amount specified in "Essential Information" was
deposited in the Trust. In exchange for the Securities so deposited, the
Trustee delivered to the Sponsor documentation evidencing the ownership of
that number of Units for the Trust Fund as indicated under "Essential
Information." The Trust Fund initially consists of delivery statements (i.e.,
contracts) to purchase obligations. The Sponsor has a limited right of
substitution for such Securities in the event of a failed contract. See
"General Information--Trust Information."

Additional Units of the Trust may be issued from time to time following the
Initial Date of Deposit by depositing in the Trust additional Securities or
contracts to purchase thereof together with irrevocable letters of credit or
cash. As additional Units are issued by the Trust as a result of the deposit
of additional Securities by the Sponsor, the aggregate value of the Securities
in the Trust will be increased and the fractional undivided interest in the
Trust represented by each Unit will be decreased. The Sponsor may continue to
make additional deposits of Securities into the Trust following the Initial
Date of Deposit, provided that such additional deposits will be in principal
amounts which will maintain the same original percentage relationship among
the principal amounts of the Securities in the Trust established by the
initial deposit of the Securities. Thus, although additional Units will be
issued, each Unit will continue to represent the same principal amount of each
Security, and the percentage relationship among the principal amount of each
Security in the Trust will remain the same.

Each Unit initially offered represents that undivided interest in the Trust
indicated under "Essential Information." To the extent that any Units are
redeemed by the Trustee or additional Units are issued as

6
<PAGE>

a result of additional Securities being deposited by the Sponsor, the
fractional undivided interest in the Trust represented by each unredeemed Unit
will increase or decrease accordingly, although the actual interest in the
Trust represented by such fraction will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by Unitholders, which
may include the Sponsor, or until the termination of the Trust Agreement.

An investment in Units of the Trust Fund should be made with an understanding
of the risks which an investment in fixed rate debt obligations may entail,
including the risk that the value of the portfolio and hence of the Units will
decline with increases in interest rates. The value of the underlying
Securities will fluctuate inversely with changes in interest rates. The
uncertain economic conditions of the Mexican economy in recent months,
together with the fiscal measures adopted to attempt to deal with them, have
resulted in wide fluctuations in interest rates and, thus, in the value of
fixed rate debt obligations generally and long-term obligations in particular.
The Sponsor cannot predict the degree to which such fluctuations will continue
in the future.

7
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

UNITHOLDERS
KEMPER DEFINED FUNDS SERIES 32

We have audited the accompanying statement of condition and the related
portfolio of Kemper Defined Funds Series 32 (Corporate Income Series 4) as of
, 1995. The statement of condition and portfolio are the
responsibility of the Sponsor. Our responsibility is to express an opinion on
such financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of Securities owned at , 1995 and
a letter of credit deposited to purchase Securities by correspondence with the
Trustee. An audit also includes assessing the accounting principles used and
significant estimates made by the Sponsor, as well as evaluating the overall
financial statement presentation. We believe our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Kemper Defined Funds Series
32 (Corporate Income Series 4) as of , 1995, in conformity with
generally accepted accounting principles.

GRANT THORNTON LLP

Chicago, Illinois
, 1995

8
<PAGE>

KEMPER DEFINED FUNDS SERIES 32

STATEMENT OF CONDITION AT THE OPENING OF BUSINESS ON , 1995, THE
INITIAL DATE OF DEPOSIT

<TABLE>
<CAPTION>
CORPORATE
INCOME
SERIES 4
----------
<S> <C>
INVESTMENT IN SECURITIES
Securities deposited in the Trust (1)................................ $
Contracts to purchase Securities (1).................................
Accrued interest to First Settlement Date on Securities (1)(2).......
----------
Total............................................................... $
==========
Number of Units......................................................
LIABILITY AND INTEREST OF UNITHOLDERS
Accrued interest payable to Sponsor (1)(2)........................... $
Interest of Unitholders--
Cost to investors (3)...............................................
Less: Gross underwriting commission (3).............................
----------
Net interest to Unitholders (1)(2)(3)...............................
----------
Total............................................................. $
==========
</TABLE>
- --------
NOTES:
(1) The aggregate value of the Securities listed in "Portfolio" and their cost
to the Trust are the same. The value of the Securities is determined by
Muller Data Corporation on the bases set forth under "Public Offering of
Units--Public Offering Price". The contracts to purchase Securities are
collateralized by an irrevocable letter of credit of $ which has
been deposited with the Trustee. Of this amount, $ relates to
the offering price of Securities to be purchased and $ relates to
accrued interest on such Securities to the expected dates of delivery.
(2) The Trustee will advance to each Trust the amount of net interest accrued
to the First Settlement Date for distribution to the Sponsor as the
Unitholder of record.
(3) The aggregate public offering price includes a sales charge for the Trust
as set forth under "Essential Information", assuming all single
transactions involve less than 10,000 Units. For single transactions
involving 10,000 or more Units, the sales charge is reduced (see "Public
Offering of Units--Public Offering Price") resulting in an equal reduction
in both the Cost to investors and the Gross underwriting commission while
the Net interest to Unitholders remains unchanged.

9
<PAGE>

PUBLIC OFFERING OF UNITS

PUBLIC OFFERING PRICE. Units of a Trust are offered at the Public Offering
Price thereof. During the initial offering period, the Public Offering Price
per Unit is equal to the aggregate of the offering side evaluations of the
Securities in the Trust (as determined, pursuant to the terms of a contract
with the Evaluator, by Muller Data Corporation, a non-affiliated firm
regularly engaged in the business of evaluating, quoting or appraising
comparable securities), plus or minus a pro rata share of cash, if any, in the
Principal account held or owned by the Trust plus accrued interest plus the
applicable sales charge referred to in the tables below divided by the number
of outstanding Units of the Trust. The Public Offering Price for secondary
market transactions, on the other hand, is based on the aggregate bid side
evaluations of the Securities in the Trust (also, currently, as determined by
Muller Data Corporation), plus or minus cash, if any, in the Principal Account
held or owned by the Trust, plus accrued interest plus a sales charge based
upon the dollar weighted average maturity of the Trust. Investors who purchase
Units through brokers or dealers pursuant to a current management agreement
which by contract or operation of law does not allow such broker or dealer to
earn an additional commission (other than any fee or commission paid for
maintenance of such investor's account under the management agreement) on such
transactions may purchase such Units at the current Public Offering Price net
of the applicable broker or dealer concession. See "Public Offering of Units--
Public Distribution of Units" below.

For the Corporate Income Series, the sales charge per Unit will be reduced
during the initial offering period pursuant to the following graduated scale:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE YEARS TO MATURITY
-------------------------------------------
UNDER 5 YEARS 5 TO 14.99
--------------------- ---------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
OFFERING NET AMOUNT OFFERING NET AMOUNT
NUMBER OF UNITS PRICE INVESTED PRICE INVESTED
- --------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1 to 9,999 Units.................... 3.9% 4.058% 4.5% 4.712%
10,000 to 24,999 Units.............. 3.7 3.842 4.2 4.384
25,000 to 49,999 Units.............. 3.5 3.627 4.0 4.167
50,000 to 99,999 Units.............. 3.3 3.413 3.5 3.627
100,000 or more Units............... 2.0 2.001 2.2 2.249
</TABLE>

As indicated above, in connection with secondary market transactions the sales
charge is based upon the dollar weighted average maturity of the Trust and is
determined in accordance with the table set forth below. For purposes of this
computation, Securities will be deemed to mature on their expressed maturity
dates unless: (a) the Securities have been called for redemption or funds or
securities have been placed in escrow to redeem them on an earlier call date,
in which case such call date will be deemed to be the date upon which they
mature; or (b) such Securities are subject to a "mandatory tender," in which
case such mandatory tender will be deemed to be the date upon which they
mature. The effect of this method of sales charge computation will be that
different sales charge rates will be applied to the Trust based upon the
dollar weighted average maturity of the Trust's portfolio, in accordance with
the following schedule.

10
<PAGE>

For the Corporate Income Series, in connection with secondary market
transactions the sales charge per Unit will be reduced as set forth below:

<TABLE>
<CAPTION>
SECONDARY
------------------------------
DOLLAR WEIGHTED AVERAGE YEARS
DOLLAR AMOUNT OF TRADE TO MATURITY*
---------------------- 2 TO 3.99 4 TO 9.99 10 OR MORE
--------------------------------------
SALES CHARGE (PERCENT OF
PUBLIC OFFERING PRICE)
------------------------------
<S> <C> <C> <C>
$1,000 to $99,999.......................... 3.50% 4.50% 5.50%
$100,000 to $499,999....................... 3.25 4.25 5.00
$500,000 to $999,999....................... 3.00 4.00 4.50
$1,000,000 or more......................... 2.75 3.75 4.00
</TABLE>
- ---------------------
* If the dollar weighted average maturity of the Trust Fund is from 1 to 1.99
years, the sales charge is 2% and 1.5% of the Public Offering Price for
purchases of $1,000 to $249,999 and $250,000 or more, respectively.

The reduced sales charges resulting from quantity discounts as shown on the
table above will apply to all purchases of Units on any one day by the same
purchaser from the same Underwriter or dealer and for this purpose purchases
of Units of the Trust Fund will be aggregated with concurrent purchases of
Units of any other unit investment trust that may be offered by the Sponsor.
Additionally, Units purchased in the name of a spouse or child (under 21) of
such purchaser will be deemed to be additional purchases by such purchaser.

The reduced sales charges will also be applicable to a trust or other
fiduciary purchasing for a single trust estate or single fiduciary account.

Unitholders of the various series of Kemper Insured Corporate Trust and Kemper
Defined Funds Insured Corporate Series who meet the conditions in the next
succeeding sentence may, during the primary offering period of the Corporate
Income Series only, acquire Units of the Corporate Income Series at the
reduced sales charge equivalent to purchases during the initial offering
period of 100,000 or more Units. First, the special sales charge discount only
applies to purchases acquired with funds received from distributions of
unscheduled principal payments in connection with units issued in such series
and, second, the minimum purchase must be at least $1,000.

The Sponsor intends to permit officers, directors and employees of the Sponsor
and Evaluator and at the discussion the Sponsor registered representatives of
selling firms to purchase Units of the Trust without a sales charge, although
a transaction processing fee may be imposed on such trades.

Had Units of the Trust been available for sale at the opening of business on
the Initial Date of Deposit, the Public Offering Price would have been as
shown under "Essential Information." The Public Offering Price per Unit of the
Trust on the date of this Prospectus or on any subsequent date will vary from
the amount stated under "Essential Information" in accordance with
fluctuations in the prices of the underlying Securities and the amount of
accrued interest on the Units. On the Initial Date of Deposit, pursuant to an
exemptive order from the Securities and Exchange Commission, the Public
Offering Price at which Units will be sold will not exceed the price
determined as of the opening of business on the Initial Date of Deposit as
shown under "Essential Information"; however, should the value of the
underlying Securities decline, purchasers will, of course, be given the
benefit of such lower price. The aggregate bid and offering side evaluations
of the Securities shall be determined (a) on the basis of current bid or
offering prices of the Securities, (b) if bid or offering prices are not
available for any particular

11
<PAGE>

Security, on the basis of current bid or offering prices for comparable bonds,
(c) by determining the value of Securities on the bid or offer side of the
market by appraisal, or (d) by any combination of the above.

The foregoing evaluations and computations shall be made as of the evaluation
time stated under "Essential Information," on each business day commencing
with the Initial Date of Deposit of the Securities, effective for all sales
made during the preceding 24-hour period.

The interest on the Securities deposited in the Trust, less the related
estimated fees and expenses, is estimated to accrue in the annual amounts per
Unit set forth under "Essential Information." The amount of net interest
income which accrues per Unit may change as Securities mature or are redeemed,
exchanged or sold, or as the expenses of the Trust change or the number of
outstanding Units of the Trust changes.

Although payment is normally made five business days following the order for
purchase, payments may be made prior thereto. A person will become the owner
of Units on the First Settlement Date or any date of settlement thereafter
provided payment has been received. Cash, if any, made available to the
Sponsor prior to the date of settlement for the purchase of Units may be used
on the Sponsor's business and may be deemed to be a benefit to the Sponsor,
subject to the limitations of the Securities Exchange Act of 1934. If a
Unitholder desires to have certificates representing Units purchased, such
certificates will be delivered as soon as possible following his written
request therefor. For information with respect to redemption of Units
purchased, but as to which certificates requested have not been received, see
"General Information--Redemption" below.

ACCRUED INTEREST. Accrued interest is the accumulation of unpaid interest on a
security from the last day on which interest thereon was paid. Interest on
Securities generally is paid semi-annually although the Trust accrues such
interest daily. Because of this, the Trust always has an amount of interest
earned but not yet collected by the Trustee. For this reason, with respect to
sales settling subsequent to the First Settlement Date, the Public Offering
Price of Units will have added to it the proportionate share of accrued
interest to the date of settlement. Unitholders will receive on the next
distribution date of the Trust the amount, if any, of accrued interest paid on
their Units.

In an effort to reduce the amount of accrued interest which would otherwise
have to be paid in addition to the Public Offering Price in the sale of Units
to the public, the Trustee will advance the amount of accrued interest as of
the First Settlement Date and the same will be distributed to the Sponsor as
the Unitholder of record as of the First Settlement Date. Consequently, the
amount of accrued interest to be added to the Public Offering Price of Units
will include only accrued interest from the First Settlement Date to the date
of settlement, less any distributions from the Interest Account subsequent to
the First Settlement Date.

Because of the varying interest payment dates of the Securities, accrued
interest at any point in time will be greater than the amount of interest
actually received by the Trust and distributed to Unitholders. Therefore,
there will always remain an item of accrued interest that is added to the
value of the Units. If a Unitholder sells or redeems all or a portion of his
Units, he will be entitled to receive his proportionate share of the accrued
interest from the purchaser of his Units. Since the Trustee has the use of the
funds held in the Interest Account for distributions to Unitholders and since
such Account is non-interest-bearing to Unitholders, the Trustee benefits
thereby.

COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION PRICE. While the Initial
Public Offering Price of Units will be determined on the basis of the current
offering prices of the Securities in the Trust, the

12
<PAGE>

redemption price per Unit (as well as the secondary market price per Unit) at
which Units may be redeemed (see "General Information--Redemption") will be
determined on the basis of the current bid prices of the Securities. As of the
opening of business on the Initial Date of Deposit, the Public Offering Price
per Unit (based on the offering prices of the Securities in the Trust and
including the sales charge) exceeded the redemption price at which Units could
have been redeemed (based upon the current bid prices of the Securities in the
Trust) by the amount shown under "Essential Information." In the past, bid
prices on securities similar to those in the Trust have been lower than the
offering prices thereof by as much as 5% or more of principal amount in the
case of inactively traded bonds or as little as 1/2 of 1% in the case of
actively traded bonds, but the difference between such offering and bid prices
may be expected to average 3% to 4% of principal amount. For this reason,
among others (including fluctuations in the market prices of the Securities
and the fact that the Public Offering Price includes a sales charge), the
amount realized by a Unitholder upon any redemption of Units may be less than
the price paid for such Units.

PUBLIC DISTRIBUTION OF UNITS. The Sponsor intends to qualify the Units for
sale in a number of states. Units will be sold through dealers who are members
of the National Association of Securities Dealers, Inc. and through others.
Sales may be made to or through dealers at prices which represent discounts
from the Public Offering Price as set forth below. Certain commercial banks
are making Units of the Trust available to their customers on an agency basis.
A portion of the sales charge paid by their customers is retained by or
remitted to the banks in the amount shown in the table below. Under the Glass-
Steagall Act, banks are prohibited from underwriting Trust Fund Units;
however, the Glass-Steagall Act does permit certain agency transactions and
the banking regulators have indicated that these particular agency
transactions are permitted under such Act. In addition, state securities laws
on this issue may differ from the interpretations of federal law expressed
herein and banks and financial institutions may be required to register as
dealers pursuant to state law. The Sponsor reserves the right to change the
discounts set forth below from time to time. In addition to such discounts,
the Sponsor may, from time to time, pay or allow an additional discount, in
the form of cash or other compensation, to dealers employing registered
representatives who sell, during a specified time period, a minimum dollar
amount of Units of the Trust and other unit investment trusts created by the
Sponsor. The difference between the discount and the sales charge will be
retained by the Sponsor.

For the Corporate Income Series, the primary market concessions or agency
commissions are as follows:

<TABLE>
<CAPTION>
PRIMARY MARKET
-----------------------------------------------------------------
VOLUME DISCOUNTS PER UNIT*
---------------------------------------------------
FIRM SALES OR FIRM SALES OR FIRM SALES OR
REGULAR SALE SALE SALE
CONCESSION ARRANGEMENTS ARRANGEMENTS ARRANGEMENTS
OR AGENCY 25,000 TO 50,000 TO 100,000 OR
COMMISSION 49,999 99,999 MORE
------------ --------------- --------------- ---------------
WEIGHTED AVERAGE YEARS TO MATURITY
UNDER 5 TO UNDER 5 TO UNDER 5 TO UNDER 5 TO
NUMBER OF $10 UNITS 5 14.99 5 14.99 5 14.99 5 14.99
------------------- ----- ----- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 to 9,999 Units........ 2.70% 3.00% 2.80% 3.20% 2.90% 3.30% 3.00% 3.40%
10,000 to 24,999 Units.. 2.50 2.90 2.60 3.00 2.70 3.10 2.80 3.20
25,000 to 49,999 Units.. 2.30 2.80 2.40 2.90 2.50 2.90 2.60 3.00
50,000 to 99,999........ 2.20 2.40 2.30 2.50 2.30 2.50 2.30 2.50
100,000 or more Units... 1.10 1.20 1.20 2.10 1.20 2.10 1.20 2.10
</TABLE>
- ---------------------
* Volume concessions of up to the amount shown can be earned as a marketing
allowance at the discretion of the Sponsor during the initial one month
period after the Initial Date of Deposit by firms

13
<PAGE>

who reach cumulative firm sales or sales arrangement levels of at least
$250,000. After a firm has met the minimum $250,000 volume level, volume
concessions may be given on all trades originated from or by that firm,
including those placed prior to reaching the $250,000 level, and may
continue to be given during the entire initial offering period. Firm sales
of any Corporate Income Series issued simultaneously can be combined for
the purposes of achieving the volume discount. Only sales through Kemper
qualify for volume discounts and secondary market purchases do not apply.
The Sponsor reserves the right to modify or change those parameters at any
time and make the determination of which firms qualify for the marketing
allowance and the amount paid.

The secondary market concessions or agency commissions for Corporate Income
Series are as follows:

<TABLE>
<CAPTION>
SECONDARY MARKET
------------------------------
DOLLAR WEIGHT AVERAGE
YEARS TO MATURITY*
2 TO 3.99 4 TO 9.99 10 OR MORE
-------------------------------------
DISCOUNT PER UNIT
(PERCENT OF PUBLIC OFFERING
DOLLAR AMOUNT OF TRADE PRICE)
---------------------- ------------------------------
<S> <C> <C> <C>
$1,000 to $99,999.......................... 2.00% 3.00% 4.00%
$100,000 to $499,999....................... 1.75 2.75 3.50
$500,000 to $999,999....................... 1.50 2.50 3.00
$1,000,000 or more......................... 1.25 2.25 2.50
</TABLE>
- --------------------
* If the dollar weighted average maturity of the Trust Fund is from 1 to 1.99
years, the concession or agency commission is 1.00% of the Public Offering
Price.

The Sponsor reserves the right to reject, in whole or in part, any order for
the purchase of Units.

PROFITS OF SPONSOR AND UNDERWRITERS. The Sponsor will receive gross sales
charges equal to the percentage of the Public Offering Price of the Units of
the Trust stated under "Public Offering Price" and will pay a fixed portion of
such sales charges to dealers and agents. In addition, the Sponsor may realize
a profit or a loss resulting from the difference between the purchase prices
of the Securities to the Sponsor and the cost of such Securities to the Trust
Fund, which is based on the offering side evaluation of the Securities. See
"The Corporate Income Series--Portfolio." The Sponsor or Underwriters may also
realize profits or losses with respect to Securities deposited in the Trust
which were acquired from underwriting syndicates of which the Sponsor or any
Underwriter was a member. An underwriter or underwriting syndicate purchases
securities from the issuer on a negotiated or competitive bid basis, as
principal, with the motive of marketing such securities to investors at a
profit. The Sponsor and the Underwriters may realize additional profits or
losses during the initial offering period on unsold Units as a result of
changes in the daily evaluation of the Securities in the Trust.

14
<PAGE>

C
O
R
P
O
R
A
T
E

I
N
C
O
M
E

S
E
R
I
E
S

THE CORPORATE INCOME SERIES

THE TRUST PORTFOLIO

The Trust Fund may be an appropriate investment vehicle for investors who
desire to participate in a portfolio of intermediate term taxable fixed income
securities issued by foreign corporate obligors with greater diversification
than investors might be able to acquire individually. Diversification of the
Trust assets will not eliminate the risk of loss always inherent in the
ownership of securities. In addition, Bonds of the type deposited in the Trust
Fund often are not available in small amounts.

The selection of Bonds for the Trust Fund was based largely upon the
experience and judgment of the Sponsor. In making such selections the Sponsor
considered the following factors: (a) the price of the Bonds relative to other
issues of similar quality and maturity; (b) the present rating and credit
quality of the issuers of the Bonds and the potential improvement in the
credit quality of such issuers; (c) the diversification of the Bonds as to
location of issuer; (d) the income to the Unitholders of the Trust; (e)
whether the Bonds were issued after July 18, 1984; and (f) the stated maturity
of the Bonds.

As of the Initial Date of Deposit, all of the Bonds in the Trust are rated
"Ba" or better by Moody's Investors Service, Inc. or "BB" or better by
Standard & Poor's Ratings Group or Duff & Phelps Credit Rating Co. See
"Appendix: Description of Ratings" and "Portfolio" below. Subsequent to the
Initial Date of Deposit, a Bond may cease to be so rated. If this should
occur, the Trust would not be required to eliminate the Bond from the Trust,
but such event may be considered in the Sponsor's determination to direct the
Trustee to dispose of such investment. See "General Information--Investment
Supervision." The Trust consists of that number of Bonds divided by type (and
percentage of principal amount of the Trust) as set forth in the following
table.

SERIES INFORMATION

<TABLE>
<S> <C> <C>
Number of Bonds....................................................
Debt Obligations(1):
Mexican Corporate.................................................
Average life of the Bonds in the Trust(2)..........................
Percentage of "when, as and if issued" or "delayed delivery" Bonds
purchased by the Trust............................................
Syndication(3).....................................................
</TABLE>
- -------------------
(1) The portfolio percentage in parenthesis represents the principal amount of
such Bonds to the total principal amount of Bonds in the Trust. For a
discussion of the risks associated with investments in the bonds of such
issuers, see "Risk Factors" below.
(2) The average life of the Bonds in the Trust is calculated based upon the
stated maturities of the Bonds in the Trust (or, with respect to Bonds for
which funds or securities have been placed in escrow to redeem such Bonds
on a stated call date, based upon such call date). The average life of the
Bonds in the Trust may increase or decrease from time to time as Bonds
mature or are called or sold.
(3) The Sponsor and its affiliates have participated as either the sole
underwriter or manager or a member of underwriting syndicates from which
approximately that percentage listed above of the aggregate principal
amount of the Bonds in the Trust were acquired.
C-1
CORPORATE INCOME SERIES
<PAGE>

KEMPER DEFINED FUNDS SERIES 32
CORPORATE INCOME SERIES 4
PORTFOLIO AS OF THE INITIAL DATE OF DEPOSIT: , 1995

<TABLE>
<CAPTION>
RATING(2)
-----------------------
STANDARD COST OF
AGGREGATE NAME OF & DUFF & REDEMPTION BONDS
PRINCIPAL ISSUER(1)(5) MOODY'S POOR'S PHELPS PROVISIONS(3) TO TRUST(4)
- ----------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C>
$ $
---------- ----------
========== ==========
</TABLE>
C-2
CORPORATE INCOME SERIES
<PAGE>

NOTES TO PORTFOLIO:

* These Bonds are "when, as and if issued" or "delayed delivery" and have
expected settlement dates after the "First Settlement Date."

(1) Contracts to acquire Bonds were entered into by the Sponsor between ,
1995 and , 1995. All Bonds are represented by regular way contracts,
unless otherwise indicated, for the performance of which an irrevocable
letter of credit has been deposited with the Trustee.

(2) A brief description of the applicable Standard & Poor's Ratings Group,
Moody's Investors Service, Inc. and Duff & Phelps Credit Rating Co. rating
symbols and their meanings is set forth under "Appendix: Description of
Ratings." "N.R." indicates that the issue has not been rated by that
rating agency.

(3) There is shown under this heading the year in which each issue of Bonds is
initially or currently redeemable and the redemption price for that year;
unless otherwise indicated, each issue continues to be redeemable at
declining prices thereafter, but not below par value. The prices at which
the Bonds may be redeemed or called prior to maturity may or may not
include a premium and, in certain cases, may be less than the cost of the
Bonds to the Trust. In addition, certain Bonds in the portfolio may be
redeemed in whole or in part other than by operation of the stated
redemption provisions under certain unusual or extraordinary circumstances
specified in the instruments setting forth the terms and provisions of
such Bonds. "S.F." indicates that a sinking fund is established with
respect to that issue of Bonds.

(4) During the initial offering period, evaluations of Bonds are made on the
basis of current offering side evaluations of the Bonds. The aggregate
offering price is greater than the aggregate bid price of the Bonds, which
is the basis on which the Redemption Price will be determined for purposes
of redemption of Units after the initial offering period.

(5) Other information regarding the Bonds in the Trust, at the opening of
business on the Initial Date of Deposit, is as follows:

<TABLE>
<CAPTION>
ANNUAL
COST OF PROFIT OR INTEREST BID SIDE
BONDS TO (LOSS) TO INCOME VALUE OF
SPONSOR SPONSOR TO TRUST BONDS
---------- --------- -------- ----------
<S> <C> <C> <C> <C>
Corporate Income Series 4........... $ $ $ $
</TABLE>

The Cost of Bonds to Sponsor and Profit or (Loss) to Sponsor reflect
portfolio hedging transaction costs, hedging gains or losses, and certain
other carrying costs.

(6) This Bond was issued at an original issue discount. The tax effect of
Bonds issued at an original issue discount is described in "Federal Tax
Status". This Bond has been purchased at a deep discount from the par
value because there is little or no stated interest income thereon. Bonds
which pay no interest are normally described as "zero coupon" bonds. Over
the life of bonds purchased at a deep discount the value of such bonds
will increase such that upon maturity the holders of such bonds will
receive 100% of the principal amount thereof. Approximately % of the
aggregate principal amount of the Bonds in the Trust were issued at an
original issue discount.
C-3
CORPORATE INCOME SERIES
<PAGE>

RISK FACTORS

General. An investment in Units of the Trust should be made with an
understanding of the risks that an investment in "high yield", high risk,
fixed rate foreign corporate debt obligations or "junk bonds" may entail,
including increased credit risks and the risk that the value of the Units will
decline, and may decline precipitously, with increases in interest rates. In
recent years there have been wide fluctuations in interest rates and thus in
the value of fixed-rate, debt obligations generally, Securities such as those
included in the Trust are, under most circumstances, subject to greater market
fluctuations and risk of loss of income and principal than are investments in
lower-yielding, higher rated securities, and their value may decline
precipitously because of increases in interest rates not only because the
increases in rates generally decrease values but also because increased rates
may indicate a slowdown in the economy and a decrease in the value of assets
generally that may adversely affect the credit of issuers of high yield, high
risk securities resulting in a higher incidence of defaults among high yield,
high risk securities. A slowdown in the Mexican economy, or a development
adversely affecting an issuer's creditworthiness, may result in the issuer
being unable to maintain earnings or sell assets at the rate and at the
prices, respectively, that are required to produce sufficient cash flow to
meet its interest and principal requirements. For an issuer that has
outstanding both senior commercial bank debt and subordinated high yield, high
risk securities, an increase in interest rates will increase that issuer's
interest expense insofar as the interest rate on the bank debt is fluctuating.
However, many leveraged issuers enter into interest rate protection agreements
to fix or cap the interest on a large portion of their bank debt. This reduces
exposure to increasing interest rates but reduces the benefit to the issuer of
declining rates. The Sponsor cannot predict future economic policies or their
consequences or, therefore, the course or extent of any similar market
fluctuations in the future. The portfolio consists of Bonds that, in many
cases, do not have the benefit of covenants that would prevent the issuer from
engaging in capital restructurings or borrowing transactions in connection
with corporate acquisitions, leveraged buy outs or restructurings that could
have the effect of reducing the ability of the issuer to meet its obligations
and might result in the ratings of the Bonds and the value of the underlying
portfolio being reduced.

The Bonds in the Trust consist of "high yield, high risk" U.S. dollar
denominated Mexican corporate bonds. "High yield" or "junk" bonds, the generic
names for corporate bonds rated below BBB by Standard & Poor's Ratings Group
or Duff & Phelps Credit Rating Co. or below Baa by Moody's Investor Service,
Inc., are frequently issued by corporations in the growth stage of their
development, by established companies whose operations or industries are
depressed or by highly leveraged companies purchased in leveraged buyout
transactions. The market for high yield bonds is very specialized and
investors in it have been predominantly financial institutions. High yield
bonds are generally not listed on a national securities exchange. Trading of
high yield bonds, therefore, takes place primarily in over-the-counter markets
which consist of groups of dealer firms that are typically major securities
firms. Because the high yield bond market is a dealer market, rather than an
auction market, no single obtainable price for a given bond prevails at any
given time. Prices are determined by negotiation between traders. The
existence of a liquid trading market for the Bonds may depend on whether
dealers will make a market in the Bonds. There can be no assurance that a
market will be made for any of the Bonds, that any market for the Bonds will
be maintained or of the liquidity of the Bonds in any markets made. Not all
dealers maintain markets in all high yield bonds. Therefore, since there are
fewer traders in these bonds than there are in "investment grade" bonds, the
bid-offer spread is usually greater for high yield bonds than it is for
investment grade bonds. The price at which the Securities may be sold to meet
redemptions and the value of the Trust will be adversely affected if trading
markets for the Bonds
are limited or absent. If the rate of redemptions is great, the value of the
Trust may decline to a level
that requires liquidation (see "General Information--Administration of the
Trust--Amendment and Termination").
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<PAGE>

Lower-rated securities tend to offer higher yields than higher-rated
securities with the same maturities because the creditworthiness of the
issuers of lower-rated securities may not be as strong as that of other
issuers. Moreover, if a Bond is recharacterized as equity by the Internal
Revenue Service for Federal income tax purposes, the issuer's interest
deduction with respect to the Bond will be disallowed and this disallowance
may adversely affect the issuer's credit rating. Because investors generally
perceive that there are greater risks associated with the lower-rated
securities in the Trust, the yields and prices of these securities tend to
fluctuate more than higher-rated securities with changes in the perceived
quality of the credit of their issuers. In addition, the market value of high
yield, high risk, fixed-income securities may fluctuate more than the market
value of higher-rated securities since high yield, high risk, fixed-income
securities tend to reflect short-term credit development to a greater extent
than higher-rated securities. Lower-rated securities generally involve greater
risks of loss of income and principal than higher-rated securities. Issuers of
lower-rated securities may possess less creditworthiness characteristics than
issuers of higher-rated securities and, especially in the case of issuers
whose obligations or credit standing have recently been downgraded, may be
subject to claims by debtholders, owners of property leased to the issuer or
others which, if sustained, would make it more difficult for the issuers to
meet their payment obligations. High yield, high risk bonds are also affected
by variables such as interest rates, inflation rates and real growth in the
economy. Therefore, investors should consider carefully the relative risks
associated with investment in securities which carry lower ratings.

The value of the Units reflects the value of the portfolio securities,
including the value (if any) of securities in default. Should the issuer of
any Bond default in the payment of principal or interest, the Trust may incur
additional expenses seeking payment on the defaulted Bond. Because amounts (if
any) recovered by the Trust in payment under the defaulted Bond may not be
reflected in the value of the Units until actually received by the Trust, and
depending upon when a Unitholder purchases or sells his Units, it is possible
that a Unitholder would bear a portion of the cost of recovery without
receiving any portion of the payment recovered.

High yield, high risk bonds are generally subordinated bonds. The payment of
principal (and premium, if any), interest and sinking fund requirements with
respect to subordinated bonds of an issuer is subordinated in right of payment
to the payment of senior bonds of the issuer. Senior bonds generally include
most, if not all, significant debt bonds of an issuer, whether existing at the
time of issuance of subordinated debt or created thereafter. Upon any
distribution of the assets of an issuer with subordinated bonds upon
dissolution, total or partial liquidation or reorganization of or similar
proceeding relating to the issuer, the holders of senior indebtedness will be
entitled to receive payment in full before holders of subordinated
indebtedness will be entitled to receive any payment. Moreover, generally no
payment with respect to subordinated indebtedness may be made while there
exists a default with respect to any senior indebtedness. Thus, in the event
of insolvency, holders of senior indebtedness of an issuer generally will
recover more, ratably, than holders of subordinated indebtedness of that
issuer.

Bonds that are rated lower than BBB by Standard & Poor's or Duff & Phelps or
Baa by Moody's, respectively, should be considered speculative as such ratings
indicate a quality of less than investment grade. Investors should carefully
review the objective of the Trust and consider their ability to assume the
risks involved before making an investment in the Trust. See "Appendix:
Description of Ratings" for a description of speculative ratings issued by
Standard & Poor's, Duff & Phelps and Moody's.

Foreign Issuers. The Bonds in the Trust are invested in securities of foreign
issuers. It is appropriate for investors in the Trust to consider certain
investment risks that distinguish investments in Bonds of foreign
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<PAGE>

issuers from those of domestic issuers. Those investment risks include future
political and economic developments, the possible imposition of withholding
taxes on interest income payable on the Bonds held in the portfolio, the
possible seizure or nationalization of foreign deposits, the possible
establishment of exchange controls or the adoption of other foreign
governmental restrictions (including expropriation, burdensome or confiscatory
taxation and moratoriums) which might adversely affect the payment or receipt
of payment of amounts due on the Bonds. Investors should realize that,
although the Trust invests in U.S. dollar denominated investments, the foreign
issuers which operate internationally are subject to currency risks. The value
of Bonds can be adversely affected by political or social instability and
unfavorable diplomatic or other negative developments. In addition, because
many foreign issuers are not subject to the reporting requirements of the
Securities Exchange Act of 1934, there may be less publicly available
information about the foreign issuer than a U.S. domestic issuer. Foreign
issuers also are not necessarily subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to U.S. domestic issuers.

Liquidity. The Bonds in the Trust may not have been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of the Act. Most of the Bonds will not be listed on a securities
exchange. Whether or not the Bonds are listed, the principal trading market
for the Bonds will generally be in the over-the-counter market. As a result,
the existence of a liquid trading market for the Bonds may depend on whether
dealers will make a market in the Bonds. There can be no assurance that a
market will be made for any of the Bonds, that any market for the Bonds will
be maintained, or of the liquidity of the Bonds in any markets made. The price
at which the Bonds may be sold to meet redemptions and the value of the Trust
will be adversely affected if trading markets for the Bonds are limited or
absent. The Trust may also contain non-exempt Bonds in registered form which
have been purchased on a private placement basis. Sales of these Bonds may not
be practicable outside the United States, but can generally be made to U.S.
institutions in the private placement market which may not be as liquid as the
general U.S. securities market. Since the private placement market is less
liquid, the prices received may be less than would have been received had the
markets been broader.

Exchange Controls. On the basis of the best information available to the
Sponsor at the present time none of the Bonds are subject to exchange control
restrictions under existing law which would materially interfere with payment
to the Trust of amounts due to the Bonds. However, there can be no assurance
that exchange control regulations might not be adopted in the future which
might adversely affect payments to the Trust. In addition, the adoption of
exchange control regulations and other legal restrictions could have an
adverse impact on the marketability of the Bonds in the Trust and on the
ability of the Trust to satisfy its obligation to redeem Units tendered to the
Trustee for redemption.

Jurisdiction Over, and U.S. Judgments Concerning, Foreign Obligors. Non-U.S.
issuers of the Bonds will generally not have submitted to the jurisdiction of
U.S. courts for purposes of lawsuits relating to those Bonds. If the Trust
contains Bonds of such an issuer, the Trust as a holder of those obligations
may not be able to assert its rights in U.S. courts under the documents
pursuant to which the Bonds are issued. Even if the Trust obtains a U.S.
judgment against a foreign obligor, there can be no assurance that the
judgment will be enforced by a court in the country in which the foreign
obligor is located. In addition, a judgment for money damages by a court in
the United States if obtained, will ordinarily be rendered only in U.S.
dollars. It is not clear, however, whether, in granting a judgment, the rate
of conversion of the applicable foreign currency into U.S. dollars would be
determined with reference to the due date or the date the judgment is
rendered. Courts in other countries may have rules that are similar to, or
different from, the rules of the U.S. courts.
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<PAGE>

Mexico. The Securities in the Trust are issued by companies incorporated or
headquartered in Mexico. Investment in Securities issued by Mexican companies
involves risks not typically associated with investments in securities of U.S.
companies. Certain of these risks include high rates of inflation and interest
with respect to the Mexican economy, the limited liquidity and relatively
small market capitalization of the Mexican securities market, potential delays
in settlement transactions, relatively higher price volatility, restrictions
on foreign investment, political and social uncertainties, governmental
involvement in the economy and significant foreign currency devaluations and
fluctuations.

Throughout much of the 1980s the Mexican economy experienced high rates of
inflation and interest, low or negative rates of growth, declining savings and
investment, capital flight and excessive domestic and foreign indebtedness.
Mexico is currently one of the largest debtor nations among developing
countries to commercial banks and foreign governments. However, the Mexican
economy experienced gradual improvements in many areas from 1988 to late 1994.
The implementation of restrictive fiscal and monetary policies, price and wage
agreements and restructuring of public foreign debt contributed to a reduction
of inflation rates from 51.7% in 1988 to 11.9% in 1992. These policies also
contributed to a reduction in interest rates from 157.1% per annum on 28-day
Cetes (Mexican Treasury Bills) in January 1988 to 13.86% on September 8, 1993.
Effective January 1, 1993, the Mexican Congress approved the establishment of
a new currency unit, the "New Peso," to replace the Peso at a rate of one New
Peso per one thousand Pesos.

The Mexican Peso has historically been subject to large devaluations. The
value of the Peso is determined by a free market exchange rate monitored by
Banco de Mexico. Prior to December 20, 1994 the devaluation of the Peso
against the U.S. Dollar was allowed at a maximum rate of 0.40 Peso per U.S.
Dollar per day. On December 16, 1994, Mexico's Finance Minister stated that
there would be no change in Peso policy. However, on December 20, 1994, the
Mexican government altered this policy and the maximum daily devaluation rate
limit of the Peso against the U.S. Dollar increased to 13.25%. Consequently,
on December 20, 1994, the Peso closed at 3.96 Pesos per U.S. Dollar, a decline
of 12.7% from the previous day. Following the December 20 devaluation the
Mexican government resumed the previous policy of limiting the maximum daily
devaluation of 0.40 Peso per U.S. Dollar. Two months after the devaluation,
the Peso had lost approximately 40% of its value against the U.S. Dollar and
the interest rate on 28-day Mexican Treasury Bills was approximately 60% (up
from approximately 15% prior to the devaluation).

In addition to various international loan and credit packages provided to
Mexico, the United States has reached agreement with Mexico on a multi-billion
dollar loan plan to aid Mexico. The U.S. plan generally provides for the U.S.
to make substantial loans available to Mexico over several months provided
Mexico meets various economic policy conditions set forth in the agreement
relating to government spending, money-supply growth and inflation. There can
be no assurance of the effects, if any, that any loan plan will have on the
Mexican economy. In recent months, the Mexican economy has been subject to
increasing inflation and interest rates, low economic growth and large
fluctuations in the value of the Peso. The Sponsor cannot predict whether
these trends will continue or the effect, if any, they will have on the
Securities in the Trust.

Significant future devaluations of the Peso, or the imposition of restrictive
exchange control policies by the Mexican government, could adversely impact
the ability of the Mexican companies which make up the Trust to obtain or
transfer U.S. Dollars in order to satisfy their U.S. Dollar denominated
obligations. Any economic setback or perceived economic instability in the
United States may have an adverse effect upon the value of the Securities
issued by Mexican companies.
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<PAGE>

A significant portion of the revenues of the companies in which the Trust
invests will result from international sales. The international business of
these companies is subject to risks common to international activities (in
addition to those risks described herein regarding Mexican economic and trade
factors) such as political and economic instability, the difficulty of
administering business abroad and the need to comply with export laws, tariff
regulations and regulatory requirements. The dollar cost of the operations of
these companies, and the dollar "carrying value" of certain assets and
liabilities of these companies will be influenced by relative rates of
inflation between the countries in which they do business and prevailing
exchange rates.

All of the foregoing factors could adversely affect the issuers of the
Securities, however, the Sponsor cannot predict the effects, if any, that the
foregoing factors will have on the Securities in the Trust.

COMPENSATION FOR FOREIGN WITHHOLDING TAX

The Bonds may be subject to non-U.S. ("foreign") withholding taxes. Certain
issuers of Bonds which are subject to foreign withholding taxes have generally
agreed, subject to certain exceptions, to make additional payments
("Additional Payments") which together with other payments are intended to
compensate the holder of the Bond for the imposition of certain withholding
taxes. However, both the calculation of the Additional Payment and whether the
Additional Payment compensates the holder of the Bond for any related
penalties, interest or other charges imposed in connection with any applicable
foreign withholding taxes are likely to differ from Bond to Bond. Moreover,
the Additional Payment is itself treated as taxable income to Unitholders for
U.S. income tax purposes. The Additional Payment may not be based upon a
"gross-up" formula which would otherwise compensate an investor for the tax
liability triggered by the receipt of the Additional Payment. For any of these
reasons, an investor may not be adequately compensated for the actual foreign
withholding tax liabilities incurred. If the Trust obtains a certificate from
an issuer evidencing payment of foreign withholding taxes with respect to a
Bond, the Trust will so notify Unitholders. A Unitholder is required to
include in his gross income the entire amount of interest paid on his pro rata
portion of the Bond including the amount of tax withheld therefrom and the
amount of any Additional Payment. However, if the foreign tax withheld
constitutes an income tax for which U.S. foreign tax credits may be taken, the
Unitholder may be able to obtain applicable foreign tax credits (subject to
statutory limitations) or deductions. See "Federal Tax Status".

FEDERAL TAX STATUS

In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:

1. The Trust is not an association taxable as a corporation for Federal
income tax purposes.

2. Each Unitholder will be considered the owner of a pro rata portion of
each of the Trust assets for Federal income tax purposes under Subpart E,
Subchapter J of Chapter 1 of the Internal Revenue Code of 1986 (the
"Code"). Each Unitholder will be considered to have received his pro rata
share of income derived from each Trust asset when such income is received
by the Trust. Each Unitholder will also be required to include in taxable
income for Federal income tax purposes, original issue discount with
respect to his interest in any Bonds held by the Trust at the same time and
in the same manner as though the Unitholder were the direct owner of such
interest.

3. Each Unitholder will have a taxable event when a Bond is disposed of
(whether by sale, exchange, redemption, or payment at maturity) or when the
Unitholder redeems or sells his Units. The cost of the Units to a
Unitholder on the date such Units are purchased is allocated among the
Bonds held in the Trust (in accordance with the proportion of the fair
market values of such Bonds) in order to determine his tax basis for his
pro rata portion in each Bond. Unitholders must reduce the tax basis of
their Units for their share of accrued interest received, if any, on Bonds
delivered after the date
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<PAGE>

the Unitholders pay for their Units and, consequently, such Unitholders may
have an increase in taxable gain or reduction in capital loss upon the
disposition of such Units. Gain or loss upon the sale or redemption of
Units is measured by comparing the proceeds of such sale or redemption with
the adjusted basis of the Units. If the Trustee disposes of Bonds, gain or
loss is recognized to the Unitholder. The amount of any such gain or loss
is measured by comparing the Unitholder's pro rata share of the total
proceeds from such disposition with his basis for his fractional interest
in the asset disposed of. The basis of each Unit and of each Bond which was
issued with original issue discount must be increased by the amount of
accrued original issue discount and the basis of each Unit and of each Bond
which was purchased by the Trust at a premium must be reduced by the annual
amortization of bond premium which the Unitholder has properly elected to
amortize under Section 171 of the Code. The tax cost reduction requirements
of the Code relating to amortization of bond premium may, under some
circumstances, result in the Unitholder realizing a taxable gain when his
Units are sold or redeemed for an amount equal to or less than his original
cost. In general, original issue discount accrues daily under a constant
interest rate method which takes into account the semi-annual compounding
of accrued interest.

Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him, subject to the following limitation. It should be noted that as a
result of the Tax Reform Act of 1986 (the "Act"), certain miscellaneous
itemized deductions, such as investment expenses, tax return preparation fees
and employee business expenses will be deductible by an individual only to the
extent they exceed 2% of such individual's adjusted gross income. Temporary
regulations have been issued which require Unitholders to treat certain
expenses of the Trust as miscellaneous itemized deductions subject to this
limitation.

Acquisition Premium. If a Unitholder's tax basis of his pro rata portion in
any Bonds held by the Trust exceeds the amount payable by the issuer of the
Bond with respect to such pro rata interest upon the maturity of the Bond,
such excess would be considered "acquisition premium" which may be amortized
by the Unitholder at the Unitholder's election as provided in Section 171 of
the Code. Unitholders should consult their tax advisors regarding whether such
election should be made and the manner of amortizing acquisition premium.

Original Issue Discount. Certain of the Bonds in the Trust may have been
acquired with "original issue discount." In the case of any Bonds in the Trust
acquired with "original issue discount" that exceeds a "de minimis" amount as
specified in the Code, such discount is includable in taxable income of the
Unitholders on an accrual basis computed daily, without regard to when
payments of interest on such Bonds are received. The Code provides a complex
set of rules regarding the accrual of original issue discount. These rules
provide that original issue discount generally accrues on the basis of a
constant compound interest rate over the term of the Bonds. Unitholders should
consult their tax advisers as to the amount of original issue discount which
accrues.

Special original issue discount rules apply if the purchase price of the Bond
by the Trust exceeds its original issue price plus the amount of original
issue discount which would have previously accrued based upon its issue price
(its "adjusted issue price"). Similarly these special rules would apply to a
Unitholder if the tax basis of his pro rata portion of a Bond issued with
original issue discount exceeds his pro rata portion of its adjusted issue
price. Unitholders should also consult their tax advisers regarding these
special rules.
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<PAGE>

It is possible that a corporate Bond that has been issued at an original issue
discount may be characterized as a "high-yield discount obligation" within the
meaning of Section 163(e)(5) of the Code. To the extent that such an
obligation is issued at a yield in excess of six percentage points over the
applicable Federal rate, a portion of the original issue discount on such
obligation will be characterized as a distribution on stock (e.g. dividends)
for purposes of the dividends received deduction which is available to certain
corporations with respect to certain dividends received by such corporation.

Market Discount. If a Unitholder's tax basis in his pro rata portion of Bonds
is less than the allocable portion of such Bond's stated redemption price at
maturity (or, if issued with original issue discount, the allocable portion of
its "revised issue price"), such difference will constitute market discount
unless the amount of market discount is "de minimis" as specified in the Code.
Market discount accrues daily computed on a straight line basis, unless the
Unitholder elects to calculate accrued market discount under a constant yield
method. Unitholders should consult their tax advisors as to the amount of
market discount which accrues.

Accrued market discount is generally includable in taxable income to the
Unitholders as ordinary income for Federal tax purposes upon the receipt of
serial principal payments on the Bonds, on the sale, maturity or disposition
of such Bonds by the Trust, and on the sale by a Unitholder of Units, unless a
Unitholder elects to include the accrued market discount in taxable income as
such discount accrues. If a Unitholder does not elect to annually include
accrued market discount in taxable income as it accrues, deductions for any
interest expense incurred by the Unitholder which is incurred to purchase or
carry his Units will be reduced by such accrued market discount. In general,
the portion of any interest expense which was not currently deductible would
ultimately be deductible when the accrued market discount is included in
income. Unitholders should consult their tax advisers regarding whether an
election should be made to include market discount in income as it accrues and
as to the amount of interest expense which may not be currently deductible.

Computation of the Unitholder's Tax Basis. The tax basis of a Unitholder with
respect to his interest in a Bond is increased by the amount of original issue
discount (and market discount, if the Unitholder elects to include market
discount, if any, on the Bonds held by the Trust in income as it accrues)
thereon properly included in the Unitholder's gross income as determined for
Federal income tax purposes and reduced by the amount of any amortized
acquisition premium which the Unitholder has properly elected to amortize
under Section 171 of the Code. A Unitholder's tax basis in his Units will
equal his tax basis in his pro rata portion of all of the assets of the Trust.

Recognition of Taxable Gain or Loss Upon Disposition of Obligations by the
Trust or Disposition of Units. A Unitholder will recognize taxable capital
gain (or loss) when all or part of his pro rata interest in a Bond is disposed
of in a taxable transaction for an amount greater (or less) than his tax basis
therefor. Any gain recognized on a sale or exchange and not constituting a
realization of accrued "market discount," and any loss will, under current
law, generally be capital gain or loss except in the case of a dealer or
financial institution. As previously discussed, gain realized on the
disposition of the interest of a Unitholder in any Bond deemed to have been
acquired with market discount will be treated as ordinary income to the extent
the gain does not exceed the amount of accrued market discount not previously
taken into income. Any capital gain or loss arising from the disposition of a
Bond by the Trust or the disposition of Units by a Unitholder will be short-
term capital gain or loss unless the Unitholder has held his Units for more
than one year in which case such capital gain or loss will be long-term. For
taxpayers other than corporations, net capital gains are subject to a maximum
marginal stated tax rate of 28 percent. However, it should be noted that
legislative proposals are introduced from time to time that
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affect tax rates and could affect relative differences at which ordinary
income and capital gains are taxed. The tax cost reduction requirements of the
Code relating to amortization of bond premium may under some circumstances,
result in the Unitholder realizing taxable gain when his Units are sold or
redeemed for an amount equal to or less than his original cost.

If the Unitholder disposes of a Unit, he is deemed thereby to have disposed of
his entire pro rata interest in all Trust assets including his pro rata
portion of all of the Bonds represented by the Unit. This may result in a
portion of the gain, if any, on such sale being taxable as ordinary income
under the market discount rules (assuming no election was made by the
Unitholder to include market discount in income as it accrues) as previously
discussed.

"The Revenue Reconciliation Act of 1993" (the "Tax Act") raised tax rates on
ordinary income while capital gains remain subject to a 28 percent maximum
stated rate for taxpayers other than corporations. Because some or all capital
gains are taxed at a comparatively lower rate under the Tax Act, the Tax Act
includes a provision that recharacterizes capital gains as ordinary income in
the case of certain financial transactions that are "conversion transactions"
effective for transactions entered into after April 30, 1993. Unitholders and
prospective investors should consult with their tax advisers regarding the
potential effect of this provision on their investment in Units.

Foreign Investors. A Unitholder who is a foreign investor (i.e., an investor
other than a U.S. citizen or resident or a U.S. corporation, partnership,
estate or trust) will not be subject to United States federal income taxes,
including withholding taxes, on interest income (including any original issue
discount) on, or any gain from the sale or other disposition of, his pro rata
interest in any Bond or the sale of his Units provided that all of the
following conditions are met: (i) the interest income or gain is not
effectively connected with the conduct by the foreign investor of a trade or
business within the United States, (ii) either (a) the interest is United
States source income (which is the case for most securities issued by United
States issuers), the Bond is issued after July 18, 1984 (which is the case for
each Bond held by the Trust), the foreign investor does not own, directly or
indirectly, 10% or more of the total combined voting power of all classes of
voting stock of the issuer of the Bond and the foreign investor is not a
controlled foreign corporation related (within the meaning of Section
864(d)(4) of the Code) to the issuer of the Bond, or (b) the interest income
is not from sources within the United States (iii) with respect to any gain,
the foreign investor (if an individual) is not present in the United States
for 183 days or more during his or her taxable year and (iv) the foreign
investor provides all certification which may be required of his status
(foreign investors may contact the Sponsor to obtain a Form W-8 which must be
filed with the Trustee and refiled every three calendar years thereafter).
Foreign investors should consult their tax advisers with respect to United
States tax consequences of ownership of Units.

It should be noted that the Tax Act includes a provision which eliminates the
exemption from United States taxation, including withholding taxes, for
certain "contingent interest." The provision applies to interest received
after December 31, 1993. No opinion is expressed herein regarding the
potential applicability of this provision and whether United States taxation
or withholding taxes could be imposed with respect to income derived from the
Units as a result thereof. Unitholders and prospective investors should
consult with their tax advisers regarding the potential effect of this
provision on their investment in Units.

General. Each Unitholder (other than a foreign investor who has properly
provided the certifications described above) will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to certify that
the Unitholder has not been notified that payments to the Unitholder are
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subject to back-up withholding. If the proper taxpayer identification number
and appropriate certification are not provided when requested, distributions
by the Trust to such Unitholder will be subject to back-up withholding.

The foregoing discussion relates only to United States Federal income taxes;
Unitholders may be subject to state and local taxation in other jurisdictions
(including a foreign investor's country of residence). Unitholders should
consult their tax advisers regarding potential state, local, or foreign
taxation with respect to the Units.

TAX REPORTING AND REALLOCATION

Because the Trust receives interest and makes monthly distributions based upon
the Trust's expected total collections of interest and anticipated expenses,
certain tax reporting consequences may arise. The Trust is required to report
Unitholder information to the Internal Revenue Service ("IRS"), based upon the
actual collection of interest by the Trust on the Securities in the Trust,
without regard to the Trust's expenses or to the Trust's payments to
Unitholders during the year. If distributions to Unitholders exceed interest
collected, the difference will be reported as a return of principal which will
reduce a Unitholder's cost basis in its Units (and its pro rata interest in
the securities in the Trust). A Unitholder must include in taxable income the
amount of income reported by the Trust to the IRS regardless of the amount
distributed to such Unitholder. If a Unitholder's share of taxable income
exceeds income distributions made by the Trust to such Unitholder, such excess
is in all likelihood attributable to the payment of miscellaneous expenses of
the Trust which will not be deductible by an individual Unitholder as an
itemized deduction except to the extent that the total amount of certain
itemized deductions, such as investment expenses (which would include the
Unitholder's share of Trust expenses), tax return preparation fees and
employee business expenses, exceeds 2% of such Unitholder's adjusted gross
income. Investors with questions regarding these issues should consult with
their tax advisers.

ESTIMATED CASH FLOWS TO UNITHOLDERS

The table below sets forth the estimated distributions of interest and
principal to Unitholders on a per 100 Units basis. The table assumes no
changes in expenses, no changes in the current interest rates, no exchanges,
redemptions, sales or prepayments of the underlying Bonds prior to maturity or
expected retirement date and the receipt of principal upon maturity or
expected retirement date. To the extent the foregoing assumptions change
actual distributions will vary.

<TABLE>
<CAPTION>
ESTIMATED ESTIMATED ESTIMATED
INTEREST PRINCIPAL TOTAL
DATES DISTRIBUTION DISTRIBUTION DISTRIBUTION
---------------------------- ------------ ------------ ------------
<S> <C> <C> <C>

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CORPORATE INCOME SERIES
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GENERAL INFORMATION

TRUST INFORMATION

Because certain of the Securities may from time to time under certain
circumstances be sold or redeemed or will mature in accordance with their
terms and because the proceeds from such events will be distributed to
Unitholders and will not be reinvested, no assurance can be given that the
Trust will retain for any length of time its present size and composition.
Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any Security. In the event of a failure to
deliver any Security that has been purchased for the Trust under a contract,
including those securities purchased on a "when, as and if issued" basis
("Failed Securities"), the Sponsor is authorized under the Trust Agreement to
direct the Trustee to acquire other securities ("Replacement Securities") to
make up the original corpus of the Trust.

The Replacement Securities must be purchased within 20 days after delivery of
the notice of the failed contract and the purchase price may not exceed the
amount of funds reserved for the purchase of the Failed Securities. The
Replacement Securities shall (i) be foreign or domestic corporate bonds,
debentures, notes or other straight debt obligations (whether secured or
unsecured and whether senior or subordinated) without equity or other
conversion features, with fixed maturity dates substantially the same as those
of the Failed Securities having no warrants or subscription privileges
attached; (ii) be payable in United States currency; (iii) not be when, as and
if issued obligations or restricted securities; (iv) be issued after July 18,
1984 if interest thereon is United States source income; and (v) must have a
fixed maturity date approximately the maturity date of the Failed Security;
(vi) must be purchased at a price that results in a yield to maturity and a
current return at least equal to that of the Failed Securities as of the
Initial Date of Deposit. Whenever a Replacement Security has been acquired for
the Trust, the Trustee shall, within five days thereafter, notify all
Unitholders of the Trust of the acquisition of the Replacement Security and
shall, on the next monthly distribution date which is more than 30 days
thereafter, make a pro rata distribution of the amount, if any, by which the
cost to the Trust of the Failed Security exceeded the cost of the Replacement
Security. Once the original corpus of the Trust is acquired, the Trustee will
have no power to vary the investment of the Trust; i.e., the Trustee will have
no managerial power to take advantage of market variations to improve a
Unitholder's investment.

If the right of limited substitution described in the preceding paragraphs is
not utilized to acquire Replacement Securities in the event of a failed
contract, the Sponsor will refund the sales charge attributable to such Failed
Securities to all Unitholders of the Trust Fund and the Trustee will
distribute the principal and accrued interest attributable to such Failed
Securities not more than 30 days after the date on which the Trustee would
have been required to purchase a Replacement Security. In addition,
Unitholders should be aware that, at the time of receipt of such principal,
they may not be able to reinvest such proceeds in other securities at a yield
equal to or in excess of the yield which such proceeds would have earned for
Unitholders of the Trust Fund.

Whether or not a Replacement Security is acquired, an amount equal to the
accrued interest (at the coupon rate of the Failed Securities) will be paid to
Unitholders of the Trust Fund to the date the Sponsor removes the Failed
Securities from the Trust Fund if the Sponsor determines not to purchase a
Replacement Security or to the date of substitution if a Replacement Security
is purchased. All such interest paid to Unitholders which accrued after the
date of settlement for a purchase of Units will be paid by the Sponsor. In the
event a Replacement Security could not be acquired by the Trust, the net
annual interest income per Unit for the Trust would be reduced and the
Estimated Current Return and Estimated Long-Term Return might be lowered.
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GENERAL INFORMATION
<PAGE>

Subsequent to the Initial Date of Deposit, a Security may cease to be rated or
its rating may be reduced below any minimum required as of the Initial Date of
Deposit. Neither event requires the elimination of such investment from the
Trust, but may be considered in the Sponsor's determination to direct the
Trustee to dispose of such investment. See "General Information--Investment
Supervision."

The Sponsor may not alter the portfolio of the Trust except upon the happening
of certain extraordinary circumstances. See "General Information--Investment
Supervision." Certain of the Securities may be subject to optional call or
mandatory redemption pursuant to sinking fund provisions, in each case prior
to their stated maturity. A bond subject to optional call is one which is
subject to redemption or refunding prior to maturity at the option of the
issuer, often at a premium over par. A refunding is a method by which a bond
issue is redeemed, at or before maturity, by the proceeds of a new bond issue.
A bond subject to sinking fund redemption is one which is subject to partial
call from time to time at par with proceeds from a fund accumulated for the
scheduled retirement of a portion of an issue to maturity. Special or
extraordinary redemption provisions may provide for redemption at par of all
or a portion of an issue upon the occurrence of certain circumstances, which
may be prior to the optional call dates shown under "The Corporate Income
Series--Portfolio." Redemption pursuant to optional call provisions is more
likely to occur, and redemption pursuant to special or extraordinary
redemption provisions may occur, when the Securities have an offering side
evaluation which represents a premium over par, that is, when they are able to
be refinanced at a lower cost. The proceeds from any such call or redemption
pursuant to sinking fund provisions, as well as proceeds from the sale of
Securities and from Securities which mature in accordance with their terms
from the Trust, unless utilized to pay for Units tendered for redemption, will
be distributed to Unitholders of the Trust and will not be used to purchase
additional Securities for the Trust. Accordingly, any such call, redemption,
sale or maturity will reduce the size and diversity of the Trust and the net
annual interest income of the Trust and may reduce the Estimated Current
Return and the Estimated Long-Term Return. See "General Information--Interest,
Estimated Long-Term Return and Estimated Current Return." The call,
redemption, sale or maturity of Securities also may have tax consequences to a
Unitholder. See "The Corporate Income Series--Federal Tax Status." Information
with respect to the call provisions and maturity dates of the Securities is
contained in "The Corporate Income Series--Portfolio."

Each Unit of a Trust represents an undivided fractional interest in the
Securities deposited therein, in the ratio shown under "Essential
Information." Units may be purchased and certificates, if requested, will be
issued in denominations of one Unit or any multiple or fraction thereof,
subject to the Trust's minimum investment requirement of one Unit. Fractions
of Units will be computed to three decimal points. To the extent that Units of
the Trust are redeemed, the principal amount of Securities in the Trust will
be reduced and the undivided fractional interest represented by each
outstanding Unit of the Trust will increase. See "General Information--
Redemption."

Certain of the Securities may have been acquired at a market discount from par
value at maturity. The coupon interest rates on the discount securities at the
time they were purchased and deposited in the Trust were lower than the
current market interest rates for newly issued bonds of comparable rating and
type. If such interest rates for newly issued comparable securities increase,
the market discount of previously issued securities will become greater, and
if such interest rates for newly issued comparable securities decline, the
market discount of previously issued securities will be reduced, other things
being equal. Investors should also note that the value of securities purchased
at a market discount will increase in value faster than securities purchased
at a market premium if interest rates decrease. Conversely, if interest rates
increase, the value of securities purchased at a market discount will decrease
faster than securities purchased at a market premium. In addition, if interest
rates rise, the prepayment risk of higher
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GENERAL INFORMATION
<PAGE>

yielding, premium securities and the prepayment benefit for lower yielding,
discount securities will be reduced. A discount security held to maturity will
have a larger portion of its total return in the form of taxable income and
capital gain and loss in the form of tax-exempt interest income than a
comparable security newly issued at current market rates. See "The Corporate
Income Series--Federal Tax Status." Market discount attributable to interest
changes does not indicate a lack of market confidence in the issue. Neither
the Sponsor nor the Trustee shall be liable in any way for any default,
failure or defect in any of the Securities.

Certain of the Securities may be "zero coupon" bonds, i.e., an original issue
discount bond that does not provide for the payment of current interest. Zero
coupon bonds are purchased at a deep discount because the buyer receives only
the right to receive a final payment at the maturity of the bond and does not
receive any periodic interest payments. The effect of owning deep discount
bonds which do not make current interest payments (such as the zero coupon
bonds) is that a fixed yield is earned not only on the original investment but
also, in effect, on all discount earned during the life of such obligation.
This implicit reinvestment of earnings at the same rate eliminates the risk of
being unable to reinvest the income on such obligation at a rate as high as
the implicit yield on the discount obligation, but at the same time eliminates
the holder's ability to reinvest at higher rates in the future. For this
reason, zero coupon bonds are subject to substantially greater price
fluctuations during periods of changing market interest rates than are
securities of comparable quality which pay interest currently. For the Federal
tax consequences of original issue discount securities such as the zero coupon
bonds, see "The Corporate Income Series--Federal Tax Status."

To the best of the Sponsor's knowledge, there is no litigation pending as of
the Initial Date of Deposit in respect of any Security which might reasonably
be expected to have a material adverse effect on the Trust Funds. At any time
after the Initial Date of Deposit, litigation may be instituted on a variety
of grounds with respect to the Securities. The Sponsor is unable to predict
whether any such litigation may be instituted, or if instituted, whether such
litigation might have a material adverse effect on the Trust. The Sponsor and
the Trustee shall not be liable in any way for any default, failure or defect
in any Security.

RETIREMENT PLANS

Units may be well suited for purchase by Individual Retirement Accounts, Keogh
Plans, pension funds and other qualified retirement plans, certain of which
are briefly described below.

Generally, capital gains and income received under each of the foregoing plans
are deferred from federal taxation. All distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible for
special income averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with
respect to the establishment and maintenance of any such plan. Such plans are
offered by brokerage firms and other financial institutions. The Trust will
waive the $1,000 minimum investment requirement for IRA accounts. The minimum
investment is $250 for tax-deferred plans such as IRA accounts. Fees and
charges with respect to such plans may vary.

Individual Retirement Account--IRA. Any individual under age 70 1/2 may
contribute the lesser of $2,000 or 100% of compensation to an IRA annually.
Such contributions are fully deductible if the individual (and spouse if
filing jointly) are not covered by a retirement plan at work. The deductible
amount an individual may contribute to an IRA will be reduced $10 for each $50
of adjusted gross income over
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GENERAL INFORMATION
<PAGE>

$25,000 ($40,000 if married, filing jointly or $0 if married, filing
separately), if either an individual or their spouse (if married, filing
jointly) is an active participant in an employer maintained retirement plan.
Thus, if an individual has adjusted gross income over $35,000 ($50,000 if
married, filing jointly or $0 if married, filing separately) and if an
individual or their spouse is an active participant in an employer maintained
retirement plan, no IRA deduction is permitted. Under the Internal Revenue
Code of 1986, as amended (the "Code"), an individual may make nondeductible
contributions to the extent deductible contributions are not allowed. All
distributions from an IRA (other than the return of certain excess
contributions) are treated as ordinary income for federal income taxation
purposes provided that under the Code an individual need not pay tax on the
return of nondeductible contributions. The amount includable in income for the
taxable year is the portion of the amount withdrawn for the taxable year as
the individual's aggregate deductible IRA contributions bear to the aggregate
balance of all IRAs of the individual.

A participant's interest in an IRA must be, or commence to be, distributed to
the participant not later than April 1 of the calendar year following the year
during which the participant attains age 70 1/2. Distributions made before
attainment of age 59 1/2, except in the case of the participant's death or
disability, or where the amount distributed is to be rolled over to another
IRA, or where the distributions are taken as a series of substantially equal
periodic payments over the participant's life or life expectancy (or the joint
lives or life expectancies of the participant and the designated beneficiary)
are generally subject to a surtax in an amount equal to 10% of the
distribution. The amount of such periodic payments may not be modified before
the later of five years or attainment of age 59 1/2. Excess contributions are
subject to an annual 6% excise tax.

IRA applications, disclosure statements and trust agreements are available
from the Sponsor upon request.

Qualified Retirement Plans. Units of the Trust may be purchased by qualified
pension or profit sharing plans maintained by corporations, partnerships or
sole proprietors. The maximum annual contribution for a participant in a money
purchase pension plan or to paired profit sharing and pension plans is the
lesser of 25% of compensation or $30,000. Prototype plan documents for
establishing qualified retirement plans are available from the Sponsor upon
request.

Excess Distributions Tax. In addition to the other taxes due by reason of a
plan distribution, a tax of 15% may apply to certain aggregate distributions
from IRAs, Keogh plans, and corporate retirement plans to the extent such
aggregate taxable distributions exceed specified amounts (generally $150,000,
as adjusted) during a tax year. This 15% tax will not apply to distributions
on account of death, qualified domestic relations orders or amounts eligible
for tax-deferred rollover treatment. In general, for lump sum distributions
the excess distributions over $750,000 (as adjusted) will be subject to the
15% tax.

The Trustee, Investors Fiduciary Trust Company, has agreed to act as custodian
for certain retirement plan accounts. An annual fee of $12.00 per account, if
not paid separately, will be assessed by the Trustee and paid through the
liquidation of shares of the reinvestment account. An individual wishing the
Trustee to act as custodian must complete a Kemper UIT/IRA application and
forward it along with a check made payable to Investors Fiduciary Trust
Company. Certificates for Individual Retirement Accounts cannot be issued.

DISTRIBUTION REINVESTMENT

Each Unitholder of the Trust may elect to have distributions of principal
(including capital gains, if any) or interest or both automatically invested
without charge in shares of any mutual fund which is registered
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GENERAL INFORMATION
<PAGE>

in such Unitholder's state of residence and is underwritten or advised by an
affiliate of the Sponsor, Kemper Financial Services, Inc. (the "Kemper
Funds"), other than those Kemper Funds sold with a contingent deferred sales
charge.

If individuals indicate they wish to participate in the Reinvestment Program
but do not designate a reinvestment fund, the Program Agent referred to below
will contact such individuals to determine which reinvestment fund or funds
they wish to elect. Since the portfolio securities and investment objectives
of such Kemper Funds generally will differ significantly from that of the
Trust, Unitholders should carefully consider the consequences before selecting
such Kemper Funds for reinvestment. Detailed information with respect to the
investment objectives and the management of the Funds is contained in their
respective prospectuses, which can be obtained from the Sponsor upon request.
An investor should read the prospectus of the reinvestment fund selected prior
to making the election to reinvest. Unitholders who desire to have such
distributions automatically reinvested should inform their broker at the time
of purchase or should file with the Program Agent a written notice of
election.

Unitholders who are receiving distributions in cash may elect to participate
in distribution reinvestment by filing with the Program Agent an election to
have such distributions reinvested without charge. Such election must be
received by the Program Agent at least ten days prior to the Record Date
applicable to any distribution in order to be in effect for such Record Date.
Any such election shall remain in effect until a subsequent notice is received
by the Program Agent. See "General Information--Unitholders--Distributions to
Unitholders."

The Program Agent is Investors Fiduciary Trust Company. All inquiries
concerning participation in distribution reinvestment should be directed to
the Program Agent at P.O. Box 419430, Kansas City, Missouri 64173-0216,
telephone (816) 474-8786.

INTEREST, ESTIMATED LONG-TERM RETURN AND ESTIMATED CURRENT RETURN

As of the opening of business on the Initial Date of Deposit, the Estimated
Long-Term Return and the Estimated Current Return, if applicable, for the
Trust were as set forth in the "Essential Information" for the Trust.
Estimated Current Return is calculated by dividing the estimated net annual
interest income per Unit by the Public Offering Price. The estimated net
annual interest income per Unit will vary with changes in fees and expenses of
the Trustee, the Sponsor and the Evaluator and with the principal prepayment,
redemption, maturity, exchange or sale of the Securities while the Public
Offering Price will vary with changes in the offering price of the underlying
Securities and accrued interest; therefore, there is no assurance that the
present Estimated Current Return will be realized in the future. Estimated
Long-Term Return is calculated using a formula which (1) takes into
consideration, and determines and factors in the relative weightings of, the
market values, yields (which takes into account the amortization of premiums
and the accretion of discounts) and estimated retirements or average life of
all of the Securities in a Trust and (2) takes into account the expenses and
sales charge associated with each Trust Unit. Since the market values and
estimated retirements of the Securities and the expenses of the Trust will
change, there is no assurance that the present Estimated Long-Term Return will
be realized in the future. Estimated Current Return and Estimated Long-Term
Return are expected to differ because the calculation of Estimated Long-Term
Return reflects the estimated date and amount of principal returned while
Estimated Current Return calculations include only net annual interest income
and Public Offering Price.

In order to acquire certain of the Securities contracted for by the Trust, it
may be necessary for the Sponsor or Trustee to pay on the dates for delivery
of such Securities amounts covering accrued interest
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GENERAL INFORMATION
<PAGE>

on such Securities which exceed the amount which will be made available in the
letter of credit furnished by the Sponsor on the Initial Date of Deposit. The
Trustee has agreed to pay any amounts necessary to cover any such excess and
will be reimbursed therefor, without interest, when funds become available
from interest payments on the Securities deposited in the Trust.

MARKET FOR UNITS

After the initial offering period, while not obligated to do so, the Sponsor
intends to, and certain of the Underwriters may, subject to change at any
time, maintain a market for Units of the Trust offered hereby and to
continuously offer to purchase said Units at prices, determined by the
Evaluator, based on the aggregate bid prices of the underlying Securities in
the Trust, together with accrued interest to the expected dates of settlement.
To the extent that a market is maintained during the initial offering period,
the prices at which Units will be repurchased will be based upon the aggregate
offering side evaluation of the Securities in the Trust. The aggregate bid
prices of the underlying Securities in the Trust are expected to be less than
the related aggregate offering prices (which is the evaluation method used
during the initial public offering period). Accordingly, Unitholders who wish
to dispose of their Units should inquire of their bank or broker as to current
market prices in order to determine whether there is in existence any price in
excess of the Redemption Price and, if so, the amount thereof.

The offering price of any Units resold by the Sponsor or Underwriters will be
in accord with that described in the currently effective Prospectus describing
such Units. Any profit or loss resulting from the resale of such Units will
belong to the Sponsor and/or the Underwriters. The Sponsor and/or the
Underwriters may suspend or discontinue purchases of Units of the Trust if the
supply of Units exceeds demand, or for other business reasons.

REDEMPTION

A Unitholder who does not dispose of Units in the secondary market described
above may cause Units to be redeemed by the Trustee by making a written
request to the Trustee, Investors Fiduciary Trust Company, P.O. Box 419430,
Kansas City, Missouri, 64173-0216 and, in the case of Units evidenced by a
certificate, by tendering such certificate to the Trustee, properly endorsed
or accompanied by a written instrument or instruments of transfer in a form
satisfactory to the Trustee. Unitholders must sign the request, and such
certificate or transfer instrument, exactly as their names appear on the
records of the Trustee and on any certificate representing the Units to be
redeemed. If the amount of the redemption is $25,000 or less and the proceeds
are payable to the Unitholder(s) of record at the address of record, no
signature guarantee is necessary for redemptions by individual account owners
(including joint owners). Additional documentation may be requested, and a
signature guarantee is always required, from corporations, executors,
administrators, trustees, guardians or associations. The signatures must be
guaranteed by a participant in the Securities Transfer Agents Medallion
Program ("STAMP") or such other guarantee program in addition to, or in
substitution for, STAMP, as may be accepted by the Trustee. A certificate
should only be sent by registered or certified mail for the protection of the
Unitholder. Since tender of the certificate is required for redemption when
one has been issued, Units represented by a certificate cannot be redeemed
until the certificate representing such Units has been received by the
purchasers.

Redemption shall be made by the Trustee on the seventh calendar day following
the day on which a tender for redemption is received, or if the seventh
calendar day is not a business day, on the first business day prior thereto
(the "Redemption Date") by payment of cash equivalent to the Redemption
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GENERAL INFORMATION
<PAGE>

Price for the Trust, determined as set forth below under "Computation of
Redemption Price," as of the evaluation time stated under "Essential
Information," next following such tender, multiplied by the number of Units
being redeemed. Any Units redeemed shall be cancelled and any undivided
fractional interest in the Trust extinguished. The price received upon
redemption might be more or less than the amount paid by the Unitholder
depending on the value of the Securities in the Trust at the time of
redemption.

Under regulations issued by the Internal Revenue Service, the Trustee is
required to withhold a certain percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder only when filing a tax return. Under normal
circumstances the Trustee obtains the Unitholder's tax identification number
from the selling broker. However, any time a Unitholder elects to tender Units
for redemption, such Unitholder should make sure that the Trustee has been
provided a certified tax identification number in order to avoid this possible
"back-up withholding." In the event the Trustee has not been previously
provided such number, one must be provided at the time redemption is
requested.

Any amounts paid on redemption representing interest shall be withdrawn from
the Interest Account for the Trust to the extent that funds are available for
such purpose. All other amounts paid on redemption shall be withdrawn from the
Principal Account for the Trust. The Trustee is empowered to sell Securities
for the Trust in order to make funds available for the redemption of Units of
the Trust. Such sale may be required when Securities would not otherwise be
sold and might result in lower prices than might otherwise be realized. To the
extent Securities are sold, the size and diversity of the Trust will be
reduced.

The Trustee is irrevocably authorized in its discretion, if an Underwriter
does not elect to purchase any Unit tendered for redemption, in lieu of
redeeming such Units, to sell such Units in the over-the-counter market for
the account of tendering Unitholders at prices which will return to the
Unitholders amounts in cash, net after brokerage commissions, transfer taxes
and other charges, equal to or in excess of the Redemption Price for such
Units. In the event of any such sale, the Trustee shall pay the net proceeds
thereof to the Unitholders on the day they would otherwise be entitled to
receive payment of the Redemption Price.

The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than
customary weekend and holiday closings, or during which (as determined by the
Securities and Exchange Commission) trading on the New York Stock Exchange is
restricted; (2) for any period during which an emergency exists as a result of
which disposal by the Trustee of Securities is not reasonably practicable or
it is not reasonably practicable to fairly determine the value of the
underlying Securities in accordance with the Trust Agreement; or (3) for such
other period as the Securities and Exchange Commission may by order permit.
The Trustee is not liable to any person in any way for any loss or damage
which may result from any such suspension or postponement.

Computation of Redemption Price. The Redemption Price for Units of the Trust
is computed by the Evaluator as of the evaluation time stated under "Essential
Information" next occurring after the tendering of a Unit for redemption and
on any other business day desired by it, by:
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GENERAL INFORMATION
<PAGE>

A. adding: (1) the cash on hand in the Trust other than cash deposited in the
Trust to purchase Securities not applied to the purchase of such Securities;
(2) the aggregate value of each issue of the Securities (including "when
issued" contracts, if any) held in the Trust as determined by the Evaluator on
the basis of bid prices therefor; and (3) interest accrued and unpaid on the
Securities in the Trust as of the date of computation;

B. deducting therefrom (1) amounts representing any applicable taxes or
governmental charges payable out of the Trust and for which no deductions have
been previously made for the purpose of additions to the Reserve Account
described under "General Information--Expenses of the Trust"; (2) an amount
representing estimated accrued expenses of the Trust, including but not
limited to fees and expenses of the Trustee (including legal and auditing fees
and any insurance costs), the Evaluator, the Sponsor and bond counsel, if any;
(3) cash held for distribution to Unitholders of record as of the business day
prior to the evaluation being made; and (4) other liabilities incurred by the
Trust; and

C. finally dividing the results of such computation by the number of Units of
the Trust outstanding as of the date thereof.

UNITHOLDERS

Ownership of Units. Ownership of Units of the Trust will not be evidenced by
certificates unless a Unitholder, the Unitholder's registered broker/dealer or
the clearing agent for such broker/dealer makes a written request to the
Trustee. Certificates, if issued, will be so noted on the confirmation
statement sent to the Underwriter and broker. Non-receipt of such
certificate(s) must be reported to the Trustee within one year; otherwise, a
2% surety bond fee will be required for replacement.

Units are transferable by making a written request to the Trustee and, in the
case of Units evidenced by a certificate, by presenting and surrendering such
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent registered or
certified mail for the protection of the Unitholder. Unitholders must sign
such written request, and such certificate or transfer instrument, exactly as
their names appear on the records of the Trustee and on any certificate
representing the Units to be transferred. Such signatures must be guaranteed
by a participant in the Securities Transfer Agents Medallion Program ("STAMP")
or such other signature guarantee program in addition to, or in substitution
for, STAMP, as may be accepted by the Trustee.

Units may be purchased and certificates, if requested will be issued in
denominations of one Unit subject to the Trust's minimum investment
requirement of 100 Units or any whole Unit multiple thereof subject to any
minimum requirement established by the Sponsor from time to time. Any
certificate issued will be numbered serially for identification, issued in
fully registered form and will be transferable only on the books of the
Trustee. The Trustee may require a Unitholder to pay a reasonable fee, to be
determined in the sole discretion of the Trustee, for each certificate re-
issued or transferred and to pay any governmental charge that may be imposed
in connection with each such transfer or interchange. The Trustee at the
present time does not intend to charge for the normal transfer or interchange
of certificates. Destroyed, stolen, mutilated or lost certificates will be
replaced upon delivery to the Trustee of satisfactory indemnity (generally
amounting to 3% of the market value of the Units), affidavit of loss, evidence
of ownership and payment of expenses incurred.

Distributions to Unitholders. Interest received by the Trust, including any
portion of the proceeds from a disposition of Securities which represents
accrued interest, is credited by the Trustee to the Interest Account for the
Trust. All other receipts are credited by the Trustee to a separate Principal
Account for
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GENERAL INFORMATION
<PAGE>

the Trust. The Trustee normally has no cash for distribution to Unitholders
until it receives interest payments on the Securities in the Trust. Since
interest usually is paid semi-annually, during the initial months of the
Trust, the Interest Account of the Trust, consisting of accrued but
uncollected interest and collected interest (cash), will be predominantly the
uncollected accrued interest that is not available for distribution. On the
dates set forth under "Essential Information," the Trustee will commence
distributions, in part from funds advanced by the Trustee.

Thereafter, assuming the Trust retains its original size and composition,
after deduction of the fees and expenses of the Trustee, the Sponsor and
Evaluator and reimbursements (without interest) to the Trustee for any amounts
advanced to the Trust, the Trustee will normally distribute on each Interest
Distribution Date (the fifteenth of the month) or shortly thereafter to
Unitholders of record of such Trust on the preceding Record Date (which is the
first day of each month). Unitholders of the Trusts will receive an amount
substantially equal to one-twelfth of such holders' pro rata share of the
estimated net annual interest income to the Interest Account of such Trust.
However, interest earned at any point in time will be greater than the amount
actually received by the Trustee and distributed to the Unitholders.
Therefore, there will always remain an item of accrued interest that is added
to the daily value of the Units. If Unitholders of the Trust sell or redeem
all or a portion of their Units, they will be paid their proportionate share
of the accrued interest of the Trust to, but not including, the fifth business
day after the date of a sale or to the date of tender in the case of a
redemption.

In order to equalize distributions and keep the undistributed interest income
of the Trust at a low level, all Unitholders of record in the Trust on the
first Record Date will receive an interest distribution on the first Interest
Distribution Date. Because the period of time between the first Interest
Distribution Date and the regular distribution dates may not be a full period,
the first regular distributions may be partial distributions.

Persons who purchase Units between a Record Date and a Distribution Date will
receive their first distribution on the second Distribution Date following
their purchase of Units. Since interest on Bonds in the Trust is payable at
varying intervals, usually in semi-annual installments, and distributions of
income are made to Unitholders at different intervals from receipt of
interest, the interest accruing to the Trust may not be equal to the amount of
money received and available for distribution from the Interest Account.
Therefore, on each Distribution Date the amount of interest actually deposited
in the Interest Account of the Trust and available for distribution may be
slightly more or less than the interest distribution made. In order to
eliminate fluctuations in interest distributions resulting from such
variances, the Trustee is authorized by the Trust Agreement to advance such
amounts as may be necessary to provide interest distributions of approximately
equal amounts. The Trustee will be reimbursed, without interest, for any such
advances from funds available in the Interest Account for the Trust.

The Trustee will distribute on each Distribution Date or shortly thereafter,
to each Unitholder of record of the Trust on the preceding Record Date, an
amount substantially equal to such holder's pro rata share of the cash
balance, if any, in the Principal Account of the Trust computed as of the
close of business on the preceding Record Date. However, no distribution will
be required if the balance in the Principal Account is less than $.01 per
Unit.

Statements to Unitholders. With each distribution, the Trustee will furnish or
cause to be furnished to each Unitholder a statement of the amount of interest
and the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per Unit.
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The accounts of the Trust are required to be audited annually, at the Trust's
expense, by independent auditors designated by the Sponsor, unless the Sponsor
determines that such an audit would not be in the best interest of the
Unitholders of the Trust. The accountants' report will be furnished by the
Trustee to any Unitholder of the Trust upon written request. Within a
reasonable period of time after the end of each calendar year, the Trustee
shall furnish to each person who at any time during the calendar year was a
Unitholder of a Trust a statement, covering the calendar year, setting forth
for the Trust:

A. As to the Interest Account:

1. The amount of interest received on the Securities;

2. The amount paid from the Interest Account representing accrued interest of
any Units redeemed;

3. The deductions from the Interest Account for applicable taxes, if any, fees
and expenses (including auditing fees) of the Trustee, the Sponsor, the
Evaluator, and, if any, of bond counsel;

4. Any amounts credited by the Trustee to the Reserve Account described under
"General Information--Expenses of the Trust";

5. The net amount remaining after such payments and deductions, expressed both
as a total dollar amount and a dollar amount per Unit outstanding on the last
business day of such calendar year; and

B. As to the Principal Account:

1. The dates of the maturity, liquidation or redemption of any of the
Securities and the net proceeds received therefrom excluding any portion
credited to the Interest Account;

2. The amount paid from the Principal Account representing the principal of
any Units redeemed;

3. The deductions from the Principal Account for payment of applicable taxes,
if any, fees and expenses (including auditing fees) of the Trustee, the
Sponsor, the Evaluator, and, if any, of bond counsel;

4. The amount of when-issued interest treated as a return of capital, if any;

5. Any amounts credited by the Trustee to the Reserve Account described under
"General Information--Expenses of the Trust";

6. The net amount remaining after distributions of principal and deductions,
expressed both as a dollar amount and as a dollar amount per Unit outstanding
on the last business day of the calendar year; and

C. The following information:

1. A list of the Securities as of the last business day of such calendar year;

2. The number of Units outstanding on the last business day of such calendar
year;

3. The Redemption Price based on the last evaluation made during such calendar
year;

4. The amount actually distributed during such calendar year from the Interest
and Principal Accounts separately stated, expressed both as total dollar
amounts and as dollar amounts per Unit outstanding on the Record Dates for
each such distribution.
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<PAGE>

Rights of Unitholders. A Unitholder may at any time tender Units to the
Trustee for redemption. The death or incapacity of any Unitholder will not
operate to terminate the Trust nor entitle legal representatives or heirs to
claim an accounting or to bring any action or proceeding in any court for
partition or winding up of a Trust.

No Unitholder shall have the right to control the operation and management of
the Trust in any manner, except to vote with respect to the amendment of the
Trust Agreement or termination of the Trust.

INVESTMENT SUPERVISION

The Sponsor may not alter the portfolio of the Trust by the purchase, sale or
substitution of Securities, except in the special circumstances noted below
and as indicated earlier under "General Information--Trust Information"
regarding the substitution of Replacement Securities for any Failed
Securities. Thus, with the exception of the redemption or maturity of
Securities in accordance with their terms, the assets of the Trust will remain
unchanged under normal circumstances.

The Sponsor may direct the Trustee to dispose of Securities the value of which
has been affected by certain adverse events including institution of certain
legal proceedings or decline in price or the occurrence of other market
factors, including advance refunding, so that in the opinion of the Sponsor
the retention of such Securities in the Trust would be detrimental to the
interest of the Unitholders. The proceeds from any such sales, exclusive of
any portion which represents accrued interest, will be credited to the
Principal Account of the Trust for distribution to the Unitholders.

The Sponsor is required to instruct the Trustee to reject any offer made by an
issuer of Securities to issue new obligations in exchange or substitution for
any of such Securities pursuant to a refunding financing plan, except that the
Sponsor may instruct the Trustee to accept or reject such an offer or to take
any other action with respect thereto as the Sponsor may deem proper if (1)
the issuer is in default with respect to such Securities or (2) in the written
opinion of the Sponsor the issuer will probably default with respect to such
Securities in the reasonably forseeable future. Any obligation so received in
exchange or substitution will be held by the Trustee subject to the terms and
conditions of the Trust Agreement to the same extent as Securities originally
deposited thereunder. Within five days after deposit of obligations in
exchange or substitution for underlying Securities, the Trustee is required to
give notice thereof to each Unitholder, identifying the Securities eliminated
and the Securities substituted therefor.

The Trustee may sell Securities, designated by the Sponsor, from the Trust for
the purpose of redeeming Units of the Trust tendered for redemption and the
payment of expenses.

ADMINISTRATION OF THE TRUSTS

The Trustee. The Trustee, Investors Fiduciary Trust Company, is a trust
company specializing in investment related services, organized and existing
under the laws of Missouri, having its trust office at 127 West 10th Street,
Kansas City, Missouri 64105. The Trustee is subject to supervision and
examination by the Division of Finance of the State of Missouri and the
Federal Deposit Insurance Corporation. Investors Fiduciary Trust Company is
owned by State Street Boston Corporation.

The Trustee, whose duties are ministerial in nature, has not participated in
selecting the portfolio of the Trust. For information relating to the
responsibilities of the Trustee under the Trust Agreement, reference is made
to the material set forth under "General Information--Unitholders."
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GENERAL INFORMATION
<PAGE>

In accordance with the Trust Agreement, the Trustee shall keep records of all
transactions at its office. Such records shall include the name and address
of, and the number of Units held by, every Unitholder of the Trust. Such books
and records shall be open to inspection by any Unitholder of the Trust at all
reasonable times during usual business hours. The Trustee shall make such
annual or other reports as may from time to time be required under any
applicable state or Federal statute, rule or regulation. The Trustee shall
keep a certified copy or duplicate original of the Trust Agreement on file in
its office available for inspection at all reasonable times during usual
business hours by any Unitholder, together with a current list of the
Securities held in the Trust. Pursuant to the Trust Agreement, the Trustee may
employ one or more agents for the purpose of custody and safeguarding of
Securities comprising the Trust.

Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of its duties created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor.

The Trustee or successor trustee must mail a copy of the notice of resignation
to all Unitholders then of record, not less than 60 days before the date
specified in such notice when such resignation is to take effect. The Sponsor
upon receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within 30 days after notification,
the retiring Trustee may apply to a court of competent jurisdiction for the
appointment of a successor. The Sponsor may at any time remove the Trustee,
with or without cause, and appoint a successor trustee as provided in the
Trust Agreement. Notice of such removal and appointment shall be mailed to
each Unitholder by the Sponsor. Upon execution of a written acceptance of such
appointment by such successor trustee, all the rights, powers, duties and
obligations of the original Trustee shall vest in the successor. The Trustee
shall be a corporation organized under the laws of the United States, or any
state thereof, which is authorized under such laws to exercise trust powers.
The Trustee shall have at all times an aggregate capital, surplus and
undivided profits of not less than $5,000,000.

The Evaluator. Kemper Unit Investment Trusts, a service of Kemper Securities,
Inc., the Sponsor, also serves as Evaluator. The Evaluator may resign or be
removed by the Trustee in which event the Trustee is to use its best efforts
to appoint a satisfactory successor. Such resignation or removal shall become
effective upon acceptance of appointment by the successor evaluator. If upon
resignation of the Evaluator no successor has accepted appointment within 30
days after notice of resignation, the Evaluator may apply to a court of
competent jurisdiction for the appointment of a successor. Notice of such
resignation or removal and appointment shall be mailed by the Trustee to each
Unitholder. At the present time, pursuant to a contract with the Evaluator,
Muller Data Corporation, a non-affiliated firm regularly engaged in the
business of evaluating, quoting or appraising comparable securities, provides,
for both the initial offering period and secondary market transactions,
portfolio evaluations of the Securities in the Trust which are then reviewed
by the Evaluator. In the event the Sponsor is unable to obtain current
evaluations from Muller Data Corporation, it may make its own evaluations or
it may utilize the services of any other non-affiliated evaluator or
evaluators it deems appropriate.

Amendment and Termination. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective or
inconsistent; (2) to change any provision thereof as may be required by the
Securities and Exchange Commission or any successor governmental agency; or
(3) to make such provisions as shall not adversely affect the interests of the
Unitholders. The Trust Agreement with respect
GI-12
GENERAL INFORMATION
<PAGE>

to the Trust may also be amended in any respect by the Sponsor and the
Trustee, or any of the provisions thereof may be waived, with the consent of
the holders of Units representing 66 2/3% of the Units then outstanding of the
Trust, provided that no such amendment or waiver will reduce the interest of
any Unitholder thereof without the consent of such Unitholder or reduce the
percentage of Units required to consent to any such amendment or waiver
without the consent of all Unitholders of the Trust. In no event shall the
Trust Agreement be amended to increase the number of Units of the Trust
issuable thereunder or to permit, except in accordance with the provisions of
the Trust Agreement, the acquisition of any Securities in addition to or in
substitution for those initially deposited in the Trust. The Trustee shall
promptly notify Unitholders of the substance of any such amendment.

The Trust Agreement provides that the Trust shall terminate upon the maturity,
redemption or other disposition of the last of the Securities held in the
Trust. If the value of the Trust shall be less than the applicable minimum
value stated under "Essential Information," the Trustee may, in its
discretion, and shall, when so directed by the Sponsor, terminate the Trust.
The Trust may be terminated at any time by
the holders of Units representing 66 2/3% of the Units thereof then
outstanding. In the event of termination of the Trust, written notice thereof
will be sent by the Trustee to all Unitholders of the Trust. Within a
reasonable period after termination, the Trustee will sell any Securities
remaining in the Trust and, after paying all expenses and charges incurred by
the Trust, will distribute to Unitholders thereof (upon surrender for
cancellation of certificates for Units, if issued) their pro rata share of the
balances remaining in the Interest and Principal Accounts of the Trust.

Limitations on Liability. The Sponsor: The Sponsor is liable for the
performance of its obligations arising from its responsibilities under the
Trust Agreements, but will be under no liability to the Unitholders for taking
any action or refraining from any action in good faith pursuant to the Trust
Agreement or for errors in judgment, except in cases of its own gross
negligence, bad faith or willful misconduct. The Sponsor shall not be liable
or responsible in any way for depreciation or loss incurred by reason of the
sale of any Securities.

The Trustee: The Trust Agreement provides that the Trustee shall be under no
liability for any action taken in good faith in reliance upon prima facie
properly executed documents or for the disposition of monies, Securities or
certificates except by reason of its own gross negligence, bad faith or
willful misconduct, nor shall the Trustee be liable or responsible in any way
for depreciation or loss incurred by reason of the sale by the Trustee of any
Securities. In the event that the Sponsor shall fail to act, the Trustee may
act and shall not be liable for any such action taken by it in good faith. The
Trustee shall not be personally liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereon. In addition, the Trust Agreement contains other customary provisions
limiting the liability of the Trustee.

The Evaluator: The Trustee and Unitholders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the accuracy
thereof. The Trust Agreement provides that the determinations made by the
Evaluator shall be made in good faith upon the basis of the best information
available to it, provided, however, that the Evaluator shall be under no
liability to the Trustee or Unitholders for errors in judgment, but shall be
liable only for its gross negligence, lack of good faith or willful
misconduct.

EXPENSES OF THE TRUSTS

The Sponsor will charge the Trust a surveillance fee for services performed
for the Trust in an amount not to exceed that amount set forth in "Essential
Information" but in no event will such compensation,
GI-13
GENERAL INFORMATION
<PAGE>

when combined with all compensation received from other unit investment trusts
for which the Sponsor both acts as sponsor and provides portfolio
surveillance, exceed the aggregate cost to the Sponsor for providing such
services. Such fee shall be based on the total number of Units of the Trust
outstanding as of the January Record Date for any annual period. The Sponsor
will receive a portion of the sales commissions paid in connection with the
purchase of Units and will share in profits, if any, related to the deposit of
Securities in the Trust. The Sponsor and other Underwriters have borne all the
expenses of creating and establishing the Trust including the cost of the
initial preparation, printing and execution of the Prospectus, Trust Agreement
and certificates, legal and accounting expenses, advertising and selling
expenses, payment of closing fees, the expenses of the Trustee, evaluation
fees relating to the deposit and other out-of-pocket expenses.

The Trustee receives for its services fees set forth under "Essential
Information." The Trustee fee which is calculated monthly is based on the
largest aggregate principal amount of Securities in the Trust at any time
during the period. Funds that are available for future distributions,
redemptions and payment of expenses are held in accounts which are non-
interest bearing to Unitholders and are available for use by the Trustee
pursuant to normal trust procedures; however, the Trustee is also authorized
by the Trust Agreement to make from time to time certain non-interest bearing
advances to the Trusts. During the first year the Trustee has agreed to lower
its fees and absorb expenses by the amount set forth under "Essential
Information." The Trustee's fee will not be increased in future years in order
to make up this reduction in the Trustee's fee. The Trustee's fee is payable
on or before each Distribution Date.

For evaluation of Securities in the Trust, the Evaluator shall receive a fee,
payable monthly, calculated on the basis of that annual rate set forth under
"Essential Information," based upon the largest aggregate principal amount of
Securities in the Trust at any time during such monthly period.

The Trustee's and Evaluator's fees are deducted first from the Interest
Account of the Trust to the extent funds are available and then from the
Principal Account. Such fees may be increased without approval of Unitholders
by amounts not exceeding a proportionate increase in the Consumer Price Index
entitled "All Services Less Rent of Shelter," published by the United States
Department of Labor, or any equivalent index substituted therefor. In
addition, the Trustee's fee may be periodically adjusted in response to
fluctuations in short-term interest rates (reflecting the cost to the Trustee
of advancing funds to the Trust to meet scheduled distributions).

The following additional charges are or may be incurred by the Trust: (a) fees
for the Trustee's extraordinary services; (b) expenses of the Trustee
(including legal and auditing expenses, but not including any fees and
expenses charged by any agent for custody and safeguarding of Securities) and
of bond counsel, if any; (c) various governmental charges; (d) expenses and
costs of any action taken by the Trustee to protect the Trust or the rights
and interests of the Unitholders; (e) indemnification of the Trustee for any
loss, liability or expense incurred by it in the administration of the Trust
not resulting from gross negligence, bad faith or willful misconduct on its
part; (f) indemnification of the Sponsor for any loss, liability or expense
incurred in acting in that capacity without gross negligence, bad faith or
willful misconduct; and (g) expenditures incurred in contacting Unitholders
upon termination of the Trust. The fees and expenses set forth herein are
payable out of the Trust and, when owing to the Trustee, are secured by a lien
on the Trust.

Fees and expenses of the Trust shall be deducted from the Interest Account
thereof, or, to the extent funds are not available in such Account, from the
Principal Accounts. The Trustee may withdraw from the Principal Account or the
Interest Account of the Trust such amounts, if any, as it deems necessary to
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<PAGE>

establish a reserve for any taxes or other governmental charges or other
extraordinary expenses payable out of the Trust. Amounts so withdrawn shall be
credited to a separate account maintained for the Trust known as the Reserve
Account and shall not be considered a part of the Trust when determining the
value of the Units until such time as the Trustee shall return all or any part
of such amounts to the appropriate account.

THE SPONSOR

The Sponsor, Kemper Unit Investment Trusts, with an office at 77 West Wacker
Drive, 29th Floor, Chicago, Illinois 60601, (800) 621-5024, is a service of
Kemper Securities, Inc., which is a wholly-owned subsidiary of Kemper
Financial Companies, Inc. which, in turn, is a wholly-owned subsidiary of
Kemper Corporation. The Sponsor acts as underwriter of a number of other
Kemper unit investment trusts and will act as underwriter of any other unit
investment trust products developed by the Sponsor in the future. As of
January 31, 1994, the total stockholder's equity of Kemper Securities, Inc.
was $261,673,436 (unaudited).

If at any time the Sponsor shall fail to perform any of its duties under the
Trust Agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the Trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the Trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, or (b) terminate the Trust Agreement and liquidate the Trusts as
provided therein, or (c) continue to act as Trustee without terminating the
Trust Agreement.

The foregoing financial information with regard to the Sponsor relates to the
Sponsor only and not to the Trust. Such information is included in this
Prospectus only for the purpose of informing investors as to the financial
responsibility of the Sponsor and its ability to carry out its contractual
obligations with respect to the Trust. More comprehensive financial
information can be obtained upon request from the Sponsor.

LEGAL OPINIONS

The legality of the Units offered hereby and certain matters relating to
Federal tax law have been passed upon by Chapman and Cutler, 111 West Monroe
Street, Chicago, Illinois 60603, as counsel for the Sponsor.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The statement of condition and the related portfolio at the Initial Date of
Deposit included in this Prospectus have been audited by Grant Thornton LLP,
independent certified public accountants, as set forth in their report in the
Prospectus, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing.
GI-15
GENERAL INFORMATION
<PAGE>

APPENDIX

DESCRIPTION OF RATINGS*

Standard & Poor's Ratings Group -- A brief description of the applicable
Standard & Poor's Rating Group rating symbols and their meanings follow:

A Standard & Poor's corporate or municipal bond rating is a current assessment
of the creditworthiness of an obligor with respect to a specific debt
obligation. This assessment may take into consideration obligors such as
guarantors, insurers, or lessees.

The bond rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.

The ratings are based on current information furnished by the issuer and
obtained by Standard & Poor's from other sources it considers reliable.
Standard & Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended, or withdrawn as a result of changes in, or unavailability
of, such information, or for other circumstances.

The ratings are based, in varying degrees, on the following considerations:

I. Likelihood of default -- capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation;

II. Nature of and provisions of the obligation;

III. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangement, under the laws of
bankruptcy and other laws affecting creditors' rights.

AAA -- Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

AA -- Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

A -- Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than bonds in higher rated
categories.

BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit 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 bonds in this category than for bonds in higher rated
categories.

Bonds rated "BB,' "B,' "CCC,' "CC,' and "C' are regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal.
- --------
*As described by the rating company itself.

A-1
<PAGE>

"BB' indicates the least degree of speculation and "C,' the highest degree of
speculation. While such Bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

BB -- Bonds rated BB have less near-term vulnerability to default than other
speculative grade debt. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions that could
lead to inadequate capacity to meet timely interest and principal payments.

B -- Bonds rated B have greater vulnerability to default but presently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions would likely impair capacity or willingness
to pay interest and repay principal.

CCC -- Bonds rated CCC have a current identifiable vulnerability to default,
and is dependent on favorable business, financial, and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial, or economic conditions, it is not likely to have
the capacity to pay interest and repay principal.

CC -- The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC rating.

C -- The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.

D -- Bonds are rated D when the issue is in payment default, or the obligor
has filed for bankruptcy. The D rating is used when interest or principal
payments are not made on the date due, even if the applicable grace period has
not expired, unless S&P believes that such payments will be made during such
grace period.

Plus (+) or Minus (-): The ratings from "AA" to "A" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

Provisional Ratings: The letter "p" indicates the rating is provisional. A
provisional rating assumes the successful completion of the project being
financed by the bonds being rated and indicates that payment of debt service
requirements is largely or entirely dependent upon the successful and timely
completion of the project. This rating, however, while addressing credit
quality subsequent to completion of the project, makes no comment on the
likelihood of, or the risk of default upon failure of, such completion. The
investor should exercise his own judgment with respect to such likelihood and
risk.

Moody's Investors Service, Inc.--A brief description of the applicable Moody's
Investors Service, Inc. rating symbols and their meanings follow:

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. Their safety is so
absolute that with the occasional exception of oversupply in a few specific
instances, characteristically, their market value is affected solely by money
market fluctuations.

A-2
<PAGE>

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 fluctuations 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. Their market value is virtually immune to all but money market
influences, with the occasional exception of oversupply in a few specific
instances.

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. The market value of A-rated bonds may be influenced to some degree by
economic performance during a sustained period of depressed business
conditions, but, during periods of normalcy, A-rated bonds frequently move in
parallel with Aaa and Aa obligations, with the occasional exception of
oversupply in a few specific instances.

A1 -- Bonds which are rated A1 offer the maximum in security within their
quality group, can be bought for possible upgrading in quality, and
additionally, afford the investor an opportunity to gauge more precisely the
relative attractiveness of offerings in the marketplace.

Baa -- Bonds which are rated Baa are considered as lower 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. The market value of Baa-rated bonds is more sensitive to changes in
economic circumstances and, aside from occasional speculative factors applying
to some bonds of this class, Baa market valuations move in parallel with Aaa,
Aa and A obligations during periods of economic normalcy, except in instances
of oversupply.

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.

Conditional Ratings: Bonds rated "Con(--)" are ones for which the security
depends upon the completion of some act or the fulfillment of some condition.
These are bonds secured by (a) earnings of projects under construction, (b)
earnings of projects unseasoned in operation experience, (c) rentals

A-3
<PAGE>

which begin when facilities are completed, or (d) payments to which some other
limiting conditions attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

Note: Moody's applies numerical modifiers, 1, 2, and 3 in each generic rating
classification from Aa through B in certain areas of its bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

Duff & Phelps Credit Rating Co. -- A brief description of the applicable Duff
& Phelps Credit Rating Co. rating symbols and their meanings follow:

These ratings represent a summary opinion of the issuer's long-term
fundamental quality. Rating determination is based on qualitative and
quantitative factors which may vary according to the basic economic and
financial characteristics of each industry and each issuer. Important
considerations are vulnerability to economic cycles as well as risks related
to such factors as competition, government action, regulation, technological
obsolescence, demand shifts, cost structure, and management depth and
expertise. The projected viability of the obligor at the trough of the cycle
is a critical determination.

AAA -- Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA -- High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic conditions.

A -- Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress.

BBB -- Below average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic cycles.

BB -- Below investment grade but deemed likely to meet obligations when due.
Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.

B -- Below investment grade and possessing risk that obligations will not be
met when due. Financial protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes. Potential exists
for frequent changes in the rating within this category or into a higher or
lower rating grade.

CCC -- Well below investment grade securities. Considerable uncertainty exists
as to timely payment of principal, interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments.

DD -- Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.

A-4
<PAGE>

<TABLE>
<CAPTION>
PAGE
CONTENTS -----
<S> <C>
SUMMARY................................................................... 2
ESSENTIAL INFORMATION..................................................... 4
THE TRUST FUND............................................................ 6
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS.............................................................. 8
STATEMENT OF CONDITION.................................................... 9
PUBLIC OFFERING OF UNITS.................................................. 10
Public Offering Price.................................................... 10
Accrued Interest......................................................... 12
Comparison of Public Offering Price and Redemption Price................. 12
Public Distribution of Units............................................. 13
Profits of Sponsor and Underwriters...................................... 14
THE CORPORATE INCOME SERIES............................................... C-1
The Trust Portfolio...................................................... C-1
Series Information....................................................... C-1
Portfolio................................................................ C-2
Notes to Portfolio....................................................... C-3
Risk Factors............................................................. C-4
Compensation for Foreign Withholding Tax................................. C-8
Federal Tax Status....................................................... C-8
Tax Reporting and Reallocation........................................... C-12
Estimated Cash Flows to Unitholders...................................... C-12
GENERAL INFORMATION....................................................... GI-1
Trust Information........................................................ GI-1
Retirement Plans......................................................... GI-3
Distribution Reinvestment................................................ GI-4
Interest, Estimated Long-Term Return and Estimated Current Return........ GI-5
Market For Units......................................................... GI-6
Redemption............................................................... GI-6
Unitholders.............................................................. GI-8
Investment Supervision................................................... GI-11
Administration of the Trust.............................................. GI-11
Expenses of the Trust.................................................... GI-13
The Sponsor.............................................................. GI-15
Legal Opinions........................................................... GI-15
Independent Certified Public Accountants................................. GI-15
APPENDIX: DESCRIPTION OF RATINGS.......................................... A-1
</TABLE>

--------------------
THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT AND EXHIBITS RELATING THERETO, FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. UNDER THE SECURITIES ACT
OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS
MADE.
--------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
NOT CONTAINED IN THIS PROSPECTUS AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
TRUST, THE TRUSTEE, OR THE SPONSOR. THE TRUST IS REGISTERED AS UNIT INVESTMENT
TRUSTS UNDER THE INVESTMENT COMPANY ACT OF 1940. SUCH REGISTRATION DOES NOT
IMPLY THAT THE TRUSTS OR THE UNITS HAVE BEEN GUARANTEED, SPONSORED,
RECOMMENDED OR APPROVED BY THE UNITED STATES OR ANY STATE OR ANY AGENCY OR
OFFICER THEREOF.
--------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL
TO MAKE SUCH OFFER IN SUCH STATE.

<PAGE>

This Registration Statement on Form S-6 comprises the following papers and
documents.

<TABLE>
<C> <S>
The facing sheet of Form S-6.
The cross-reference sheet.
The prospectus.
The signatures.
The following exhibits.
1.1. Form of Trust Indenture and Agreement for the Corporate Income Series 4
(to be filed by amendment).
1.1.1. Standard Terms and Conditions of Trust for the Corporate Income Series
4. Reference is made to Exhibit 1.1.1 to the Registration Statement on
Form S-6 with respect to Kemper Defined Fund Series 9 (Reg. No. 33-
56012) as filed on November 3, 1993.
2.1. Form of Certificate of Ownership (pages two to four, inclusive, of the
Standard Terms and Conditions of Trust included as Exhibits 1.1.1).
3.1. Opinion of counsel to the Sponsor as to legality of the securities
being registered including a consent to the use of its name under the
headings "Federal Tax Status" and "Legal Opinions" in the Prospectus
and opinion of counsel as to the Federal income tax status of the
securities being registered and certain Missouri tax matters (to be
filed by amendment).
4.1. Consent of Muller Data Corporation (to be filed by amendment).
4.2. Consent of Grant Thornton LLP (to be filed by amendment).
</TABLE>

S-1
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
KEMPER DEFINED FUNDS SERIES 32 HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS, ON
THE 8TH DAY OF MARCH, 1995.

KEMPER DEFINED FUNDS SERIES 32

Registrant

By: KEMPER UNIT INVESTMENT TRUSTS
(a service of Kemper Securities,
Inc.)
Depositor

/s/ Michael J. Thoms
By: _________________________________
Michael J. Thoms

S-2
<PAGE>

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON MARCH 8, 1995 BY THE
FOLLOWING PERSONS, WHO CONSTITUTE A MAJORITY OF THE BOARD OF DIRECTORS OF
KEMPER SECURITIES, INC.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
James R. Boris
- -------------------------------------------
James R. Boris Chairman and Chief Executive Officer
Stephen G. McConahey
- -------------------------------------------
Stephen G. McConahey President and Chief Operating Officer
Frank V. Geremia
- -------------------------------------------
Frank V. Geremia Senior Executive Vice President
David M. Greene
- -------------------------------------------
David M. Greene Senior Executive Vice President
Arthur J. McGivern
- -------------------------------------------
Arthur J. McGivern Senior Executive Vice President and General
Counsel
Ramon Pecuch
- -------------------------------------------
Ramon Pecuch Senior Executive Vice President and
Director
Thomas R. Reedy
- -------------------------------------------
Thomas R. Reedy Senior Executive Vice President and
Director
Janet L. Reali
- -------------------------------------------
Janet L. Reali Executive Vice President, Corporate Counsel
and Secretary
Daniel D. Williams
- -------------------------------------------
Daniel D. Williams Executive Vice President and Treasurer
David B. Mathis
- -------------------------------------------
David B. Mathis Director
Stephen B. Timbers
- -------------------------------------------
Stephen B. Timbers Director
Donald F. Eller
- -------------------------------------------
Donald F. Eller Director
</TABLE>

/s/ Michael J. Thoms
_____________________________________
Michael J. Thoms

MICHAEL J. THOMS SIGNS THIS DOCUMENT PURSUANT TO A POWER OF ATTORNEY FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION WITH AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT ON FORM S-6 FOR KEMPER DEFINED FUNDS SERIES 28
(REGISTRATION NO. 33-56779).

S-3